## Facts

- National Lock Company and the UAW were parties to a collective-bargaining agreement (CBA) containing a provision stating the employer would “discuss” any plant relocation with the union.
- National Lock decided to relocate operations; the union asserted the relocation was substantially motivated by labor-cost considerations.
- Under then-existing labor law, a labor-cost-motivated relocation decision could be a mandatory subject of bargaining under the National Labor Relations Act (NLRA), absent a clear contractual waiver.
- The NLRB treated the CBA’s “discuss relocation” clause as a waiver of the union’s statutory right to bargain over the relocation decision beyond discussion.
- In an unfair-labor-practice case alleging violations of NLRA § 8(a)(5) and (1), the Board dismissed the complaint on the ground that the union had waived bargaining rights.
- The union petitioned the Seventh Circuit for review; the NLRB sought enforcement of its order.

## Issues

1. Whether a CBA clause requiring the employer only to “discuss” plant relocation constitutes a clear and unmistakable waiver of the union’s statutory right to bargain over a labor-cost-motivated relocation decision.
2. Whether the NLRB’s waiver finding, based on its reading of the contract and waiver doctrine, was entitled to judicial deference.

## Decision

- The Seventh Circuit set aside the NLRB’s order and denied enforcement.
- The court held the “discuss” clause did not clearly and unmistakably waive the union’s statutory right to bargain over a relocation decision that is otherwise a mandatory subject of bargaining.
- The court rejected the Board’s interpretation as inconsistent with the stringent waiver standard and with ordinary distinctions between “discussion” and “bargaining.”
- The case was remanded for further proceedings consistent with the court’s interpretation of waiver.

## Legal Principles

- A union’s waiver of NLRA statutory bargaining rights must be “clear and unmistakable.”
- A contractual commitment to “discuss” a subject does not, without explicit language, waive the statutory right to bargain in good faith over that subject when the NLRA makes it mandatory.
- When a relocation decision is substantially motivated by labor costs, it may trigger a statutory duty to bargain over the decision (not merely effects), unless a clear waiver exists.
- Judicial deference to the NLRB does not extend to adopting an unreasonable contract-based waiver finding that dilutes the “clear and unmistakable” requirement.

## Conclusion

The Seventh Circuit held that a CBA provision requiring only “discussion” of plant relocation did not amount to a clear and unmistakable waiver of the union’s statutory right to bargain over a labor-cost-motivated relocation decision, and it therefore set aside the NLRB’s contrary order and denied enforcement.


Int’l Union, United Auto., Aerospace & Agric. Implement Workers of Am. (UAW) v. NLRB, 802 F.2d 969 (7th Cir. 1986)