## Facts

- Tristar Pictures, a signatory to a collective bargaining agreement with the Directors Guild of America (DGA), produced *Thunderheart*, directed by Michael Apted.
- Tristar planned a commercial-television version and sought to reduce the film from about 118 minutes to a 90-minute broadcast slot; Apted refused and demanded the film be shown in full.
- Tristar edited the film over Apted’s objection, making numerous cuts, speeding credits, and electronically compressing remaining footage.
- Apted objected to being credited as director for the edited version and sought removal of his name; Tristar refused.
- The Basic Agreement included (1) a specific “pseudonym” process (DGA Director’s Council review followed by a joint DGA/studio panel) and (2) a broad grievance/arbitration clause covering disputes under the agreement.
- Apted obtained Director’s Council approval for a pseudonym, but the joint panel could not meet before the scheduled broadcast; Apted and the DGA submitted the dispute to arbitration.
- The arbitrator found Tristar breached the implied covenant of good faith and fair dealing by the severity of the edits and ordered Tristar to choose between (a) a pseudonym credit or (b) a disclaimer stating Apted’s disapproval; Tristar chose the pseudonym.
- Tristar sought to vacate the award; the district court confirmed it, and Tristar appealed.

## Issues

1. Whether the Basic Agreement’s specific pseudonym procedure displaced the general grievance/arbitration clause, making the dispute non-arbitrable.
2. Whether the arbitrator exceeded contractual authority by implying a covenant of good faith and fair dealing and by ordering a pseudonym-or-disclaimer remedy.

## Decision

- The Ninth Circuit affirmed the district court’s confirmation of the arbitration award.
- The court held the dispute was arbitrable under the Basic Agreement’s broad grievance/arbitration clause despite the existence of a specialized pseudonym procedure.
- The court held the arbitrator acted within authority in interpreting the agreement to include an implied duty of good faith and fair dealing regarding the severity of edits.
- The court upheld the remedy as within the arbitrator’s remedial discretion because it was plausibly rooted in the agreement’s terms and purposes and addressed the director-credit harm.

## Legal Principles

- Judicial review of labor arbitration awards is highly deferential; courts do not revisit the merits if the arbitrator was arguably interpreting and applying the collective bargaining agreement.
- A specific contractual procedure does not, without clear exclusionary language, necessarily foreclose arbitration under a broad grievance clause for related disputes.
- An arbitrator may infer and enforce an implied covenant of good faith and fair dealing when consistent with the agreement’s structure and the parties’ relationship.
- Labor arbitrators have broad discretion to craft remedies that are reasonably connected to the agreement and the dispute and do not contradict an express contractual limitation.

## Conclusion

The Ninth Circuit enforced the arbitration award, concluding that the dispute could proceed under the agreement’s grievance-arbitration clause and that the arbitrator permissibly inferred a good-faith limit on severe edits and fashioned a contract-based remedy permitting a pseudonym or a disclaimer.


Tristar Pictures, Inc. v. Directors Guild of Am., Inc., 160 F.3d 537 (9th Cir. 1998)