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May 13, 2014

Commissioner Spencer Cronk
Department of Administration
200 Administration Building
50 Sherburne Avenue
Saint Paul, MN 55155


Dear Commissioner Cronk:

I am writing to you about a possible violation of the states policy on organizational conflict of
interests.

According to Minnesota Statutes 16C.02 Subd. 10a regarding contract procurement by state agencies,
an organizational conflict of interest arises when, due to the vendors relationship with other parties:
1) the vendor is unable or potentially unable to render impartial assistance or advice to the
state; or
2) the vendors objectivity in performing the contract work is or might be otherwise impaired.

In September 2013, the Metropolitan Airports Commission (MAC) asked the Briggs and Morgan law
firm to prepare a legal memo on issues raised by SEIU Local 26 regarding workers who provide
certain services such as cleaning the insides of the planes and transporting senior and disabled
passengers with wheelchairs and electric carts. The workers are employed by contractors hired by
Delta and other airlines. One of the contractors Delta Global Services -- was a wholly owned
subsidiary of Delta.

Briggs and Morgan produced a 28 page memo advising the MAC that it did not have authority to
implement policies regarding the employees of these contractors, and that the MAC would likely be
sued for damages by an entity (such as Delta) if the MAC implemented the policies in question.

One of the policies that the Briggs memo said the MAC could not adopt is a worker retention
policy, designed to ensure continuity of services and retain experienced and trained staff when there
is a change in contractors. The Briggs memo did not cite a single case in support of its position. That
is because worker retention has been upheld in court numerous times. Recently both the Supreme
Court of California and the U.S. Court of Appeals affirmed that these policies are legal. Additionally,
President Obama issued an Executive Order in 2009 requiring a similar protection for service workers
employed by a Federal Contractor.


1. Briggs and Morgans representation of Northwest, Delta, and other airlines

Briggs and Morgan has a long history representing Northwest and now Delta over the last 25 years.

Tim Thornton, a shareholder and director at Briggs, was the Executive Vice President and
General Counsel for Northwest Airlines until 1990 when he joined the firm. Thornton
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continued to handle cases for Northwest as an outside counsel after that and has represented
Northwest in over fifty cases while at Briggs. (see Attachment A)

In 2008, Northwest Airlines nominated Briggs and Morgan for Corporate Counsel
magazines Go-To-Law Firm designation. In acknowledging the honor, the Briggs and
Morgan President called Northwest a top client.

As of April 2014, the Briggs and Morgan website lists Delta as one of Thorntons clients.

Thorntons cases over the last two decades at Briggs have included defending Northwest against
charges of employment discrimination (based on race, sex, and age) and of violating the Americans
with Disabilities Act and Family Medical Leave Act. Thornton has also represented Northwest in
labor disputes with the various unions that represented Northwest employees International
Association of Machinists, Aircraft Mechanics Fraternal Association, Professional Flight Attendants
Association, and Teamsters.

Thornton has not been the only attorney at Briggs and Morgan working on cases for Northwest and
Delta. At least thirteen other Briggs attorneys worked with Thornton on many of these cases: Thomas
Basting; Elizabeth Brama; Matthew Brodin; Susan Gelinske; Timothy Gelinske; Britt Gilbertson;
Kristin Haguen; James Hedican; Scott Knudson; Lauren Lonegran; Amy Mitchell; Gregory Stenmoe;
and Molly Thornton.

In addition to Northwest and Delta, Briggs and Morgan has also represented Sun Country Airlines,
Champion Air, Mesaba Airlines, and Pinnacle Airlines.

2. Briggs and Morgan and the MAC
The Metropolitan Airports Commission has had an annual retainer with Briggs and Morgan for
at least the last fifteen years to provide professional legal services as requested by MAC staff.
The MAC has paid Briggs over $2 million as part of the agreements during this time.

A Data Practices Act request for any Conflict of Interest Disclosures or Waivers related to the
MACs contracts with Briggs and Morgan revealed an almost complete lack of documentation.
(see Attachment B) As part of the law firms response to MACs Request for Qualifications,
Briggs and Morgan listed Northwest Airlines as a client in 2007 and Delta Airlines in 2013.

The only other existing document is an email from Mr. Moberg in September 2013 to the
MACs General Counsel regarding the legal opinion the MAC was soliciting on issues raised by
SEIU Local 26 regarding contractors hired by Delta and the other airlines to provide certain
services. The email states post the April 2008 airline merger we have represented Delta on a
limited number of matters. Some matters were related to the merger. After that, we have
represented Delta on a couple of employment related matters involving claimed discrimination.






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3. The conflict of interest

Briggs and Morgans work for the MAC last fall violated the states policy on organizational conflict
of interest. Due to its relationship with Delta Airlines, Briggs and Morgan was unable or potentially
unable to render impartial assistance to the state regarding the policies that the MAC was
considering. Delta strongly opposed these policies, as was made clear in a number of ways, including
a September 25, 2013 letter to the MAC from Airlines for America, which is made up of Delta and ten
other airlines.

Had Briggs advised the MAC that it had the legal authority to implement the policies in question, this
would have been directly adverse to the interests of Delta and the other airlines.

This conflict of interest materially limited Briggs and Morgans representation of the MAC, whose
interests differed from the airlines. The MACs interests in this case included:
- avoiding potential disruptions of operations at the airport due to labor disputes
- addressing the problem of the low pay and no benefits from the sub-contactors
- providing passengers with first-class service
- ensuring that workers have a safe and healthy work environment.

The MAC prides itself on generating all of its own operating revenue and not needing general funds
from the state. However, since the almost 700 passenger service workers were paid minimum wage
with no benefits, a significant portion of them were dependent on public assistance medicaid, food
stamps, etc. meaning that taxpayers were subsidizing this work for the airport and the airlines.

Additionally, because they were only paid minimum wage, passenger service workers from the
airport were often featured in media stores about the campaign, which recently succeeded, to
raise the state minimum wage. This directly contradicted the image that the MAC has wanted to
present of its positive role in the regions economic development. The Airport stands to gain
further negative publicity in the growing effort for state legislation that would require employers
to provide paid sick days to its workers.

The Department of Administrations policies and procedures provide that the Commissioner
may approve a waiver of the prohibition against organizational conflicts of interest in cases
where the Commissioner determines it is the best interest of the State to do so. It does not
appear that there any waivers requested or issued in this case.


4. Northwest/Delta and the MAC
The relationship between an airline and airport authority is complicated and takes many
different forms depending on the issue at hand.

As described here, Northwest/Delta and the MAC have at times had adverse interests. For
instance, although the MAC wanted to enable Northwest to maintain its headquarters in MN and
wants Delta to continue using MSP as a connecting hub, the MAC is also interested in lowering
air fares for the public by promoting competition, which may be detrimental to Northwest/Delta.

The relationship between the MAC and Northwest/Delta has at times been contentious, even
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litigious.

At other times, the airport authority may be asked to do something that is in the interest of the
airlines, but counter to the interest of the public.
A. Noise Mitigation
In 2005, the cities of Minneapolis, Richfield, and Eagan sued the MAC after it
Commissioners voted to spend just one-fifth of the amount that the MAC had previously
committed to noise mitigation for neighboring homeowners.

The noise mitigation was to be paid for through ticket fees paid by passengers. The MAC
wanted to direct over $100 million of this money for purpose other than noise mitigation.

I gave myself the Can I look at myself in the mirror, can I sleep at night? test, said Kari
Berman, one of the Commissioners who voted to reduce the amount of money for noise
mitigation. Berman is an attorney and at the time of the vote she was, and still is, a
shareholder at Briggs and Morgan.

Current MAC Commissioner Dan Boivin was in the minority when he voted to maintain the
level of funding already committed to noise mitigation. At the time of the vote he said, We
all know why were doing it. Were doing it because Northwest Airlines needs to save
money.

Northwest intervened in the lawsuit to defend the MAC and to defend the airlines interests.


B. Litigation
The MAC has sued and been sued by Northwest.

In 1992, Northwest submitted a bid to the bankruptcy trustee to assume leaseholder
obligations for a gate at the airport that Midway Airlines leased before it filed for bankruptcy
and ceased operations. The MAC objected for several reasons including that it would further
Northwests dominance in the market. After losing the case in bankruptcy court, the MAC
appealed to the US District Court and the US Court of Appeals. (No. 92-3902).

In a 2003 lawsuit, Northwest argued that the MAC was not charging tenants of the reliever
airports (the airports other than MSP) enough to cover operating costs, and so were charging
MSP tenants such as Northwest higher rents and fees in order to subsidize the reliever
airports. The court ruled against Northwest, which appealed the decision, but the appeals
court upheld the lower courts ruling. (A03-494 NWA v. MAC, 62-c2-02-011974, filed
12/16/03

In 2006, Northwest sued the MAC in hopes of voiding $130 million in debt. Northwest
argued that the 1999 deal that allowed the airline to use space at MSP was really a loan, not a
lease. Under bankruptcy law, if the deal were classified as a loan, Northwest would not have
to honor the agreement. However, if the contract were considered a lease, Northwest would
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have to keep paying the MAC. (Northwest Airlines v. the Minneapolis-St. Paul Airport
Commission, 061374-alg).

C. Financial Assistance

The MAC has been a major source of financing for the Minnesota operations of Northwest
and Delta

In 1991, the state legislature approved a $761 million financial assistance package, in
which the MAC purchased property and equipment from Northwest for $270 million,
which the MAC raised through general revenue bonds, and then leased the property and
equipment back to Northwest.

In 2002, the MAC agreed to refinance the bonds at a lower interest rate in order to save
Northwest an estimated $37 million over the twenty year life of the bonds. The MAC
also agreed that it would allow Northwest to wait until 2006 before it had to begin
repaying $50 million in costs involved in runway construction and $122 million spent on
Concourses A, B, and C, which were leased to Northwest.

In 2005, Northwest entered bankruptcy and used the opportunity to force concessions
from labor and leverage even more concessions from the MAC and the state of
Minnesota.

In 2007, Northwest asked the MAC for an additional $239 million in aid to get out of
bankruptcy. The aid came in the form of reduced landing fees and other charges and in
the MAC giving Northwest a larger portion of the money the MAC received from airport
merchants.

Less than a year later in 2008, Northwest and Delta announced their plans to merge, and
Delta renegotiated the terms of its previous agreement with the MAC in order to be able
to eliminate the requirement that the airline had to keep its headquarters in Minnesota.


Please contact me if you have any questions or require additional information. Thank you.


Sincerely,


Javier Morillo, President
SEIU Local 26
706 N. 1
st
Street, Suite 110
Minneapolis, MN 55401
jmorillo@seiu26.org
(612) 581-1790
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Case # Case Name Date Filed Date of last filing Briggs and Morgan attorney(s)
0:11-cv-02063-SRN-AJB, Idonna Jean Miller v. Northwest Airlines, Delta as successor 7/25/2011 1/21/2014 Gregory Stenmoe and Britt Gilbertson
0:11-cv-02063-SRN-AJB, Miller v. Northwest Airlines 7/25/2011 9/27/2013 Gregory Stenmoe and Britt Gilbertson
0:08-cv-05997-PJS-FLN, Stockton v. Northwest Airlines 12/29/2009 6/8/2001 Tim Thornton and Molly Thornton
0:05-cv-01665-DSD-SRN Sanchez v. Northwest Airlines 11/13/2008 5/4/2012 Tim Thornton, Britt Gilbertson, and Molly Thornton
0:08-cv-05308-DWF-AJB EEOC v. Mesaba Airlines 9/30/2008 12/22/2009 Britt Gilbertson, Jason Hedican, and Gregory Stenmoe
0:08-cv-01129-JNE-JJG Beck v. MN Airlines, LLC (sun country) 4/23/2008 7/14/2010 Gregory Stenmoe and Britt Gilbertson
0:07-cv-04862-DSD-SRN Air Line Pilots Association v. Grand Holdings (Champion Air) 12/14/2007 2/11/2008 Tim Thornton and Susan Gelinske
0:07-cv-04371-PJS-JJG Air Line Pilots Association v. Pinnacle Airlines 10/25/2007 11/17/2009 Tim Thornton, Susan Gelinske, and Matthew Brodin
0:05-cv-00297-JMR-JSM Hebman v. Northwest Airlines 4/10/2007 8/31/2009 Tim Thornton and Matthew Brodin
0:07-cv-01847-ADM-RLE Gilmore v. Northwest Airlines 2/22/2007 7/3/2008 Tim Thornton and Matthew Brodin
0:06-cv-05137-JNE-JJG Sturge v. Northwest Airlines 1/26/2007 3/31/2009 Tim Thornton, Timothy Gelinske, and Molly Thornton
0:07-cv-00499-JRT-JJG Wittenberg v. Northwest Airlines 12/29/2006 5/11/2009 Tim Thornton and Molly Thornton
0:06-cv-04499-MJD Air Line Pilots v. Mesaba Aviation 11/13/2006 3/29/2007 Tim Thornton, Jason Asmus, Susan Gelinske, and Timothy Gelinske
0:06-cv-02467-MJD-SRN Air Line Pilots Association v. Champion Air 6/16/2006 10/17/2007 Tim Thornton
0:05-cv-02063-DWF-SRN Dubose v. Northwest Airlines 9/6/2005 1/15/2009 Tim Thonrton and Susan Gelinske
0:07-cv--01288-RHK-AJB Northwest Airlines v. Professional Flight Attendants Assn 8/19/2005 10/4/2005 Tim Thornton
0:05-cv-0076-PAM-JSM Sturge v. Northwest Airlines 8/5/2005 10/28/2011 Tim Thornton, Elizabeth Brama, Timothy Gelinske, Molly Thornton
0:04-cv-05077-PJS-RLE Professional Flight Attendants Assn v Northwest Airlines 7/19/2005 3/20/2007 Tim Thornton and Scott Kunduson
0:05-cv-01446-DSD-SRN Fox v. Intl Brotherhood of Teamsters, et. Al 4/13/2005 4/6/2006 Tim Thonrton and Susan Gelinske
0:05-c-00661-JNE-SRN Dean v. Northwest Airlines 4/1/2005 6/27/2006 Tim Thornton and Timothy Gelinske
0:05-cv-00682-DWF-JSM Robinson v. Northwest Airlines 2/9/2005 3/22/2010 Tim Thornton, Elizabeth Brama, Timothy Gelinske, Molly Thornton
0:04-cv-04830-DSD-SRN Aircraft Mechanics v. Northwest Airlines 1/13/2005 11/29/2007 Tim Thonrton, Susan Gelinske, and Timothy Gelinske
0:05-cv-01878-DSD-JJG Professional Flight Attendants Assn v Northwest Airlines 12/23/2004 8/30/2007 Tim Thonrton, Susan Gelinske, and Timothy Gelinske
0:01-cv-01743-DWF-AJB Osborne v. Northwest Airlines 11/19/2004 12/23/2005 Tim Thornton and Timothy Gelinske
0:04-cv-03393-DWF-JSM Xiong v. MN Airlines, LLC (sun country) 7/23/2004 9/29/2004 Gregory Stenmoe
0:04-cv-02804-MJD-JGL Hall v. Mesaba Airlines 5/28/2004 5/2/2007 Gregory Stenmoe and Steven Wilson
0:01-cv-00705-MJD-JGL Robinson v. Northwest Airlines 2/4/2004 8/31/2004 Tim Thornton and Elizabeth Brama
0:03-cv-00978-ADM-AJB Professional Flight Attendants Assn v Northwest Airlines 11/17/2003 3/26/2004 Tim Thornton
0:03-cv-03314-JMR-JSM Air Line Pilots v. Mesaba Aviation 6/2/2003 2/18/2004 Tim Thornton and Amy Mitchell
0:07-cv-00650-ADM-AJB Fox v. Northwest Airlines 1/31/2003 10/22/2004 Tim Thornton
0:03-cv-06174-RHK-AJB Anderson v. Northwest Airlines 1/13/2003 3/19/2004 Tim Thornton and Elizabeth Brama
0:03-cv-00115-DSD-SRN Viehman v. Northwest Airlines 6/14/2002 11/18/2002 Tim Thornton and Timothy Gelinske
0:02-cv-00611-PAM-RLE Aircraft Mechanics v. Northwest Airlines 4/9/2002 4/16/2002 Tim Thornton and Scott Kunduson
2:99-cv-00836-JCC McCormick v. Aircraft Mechanics, Northwest Airlines et al 3/20/2002 12/29/2003 Tim Thornton and Timothy Gelinske
0:97-cv-02632-ADM-AJB Fox v. Intl Brotherhood of Teamsters, et. Al 9/20/2001 3/8/2005 Tim Thornton and Timothy Gelinske
0:98-cv-01580-PAM-JGL Jones v. Northwest Airlines 9/7/2001 12/17/2001 Tim Thornton and Lauren Lonergan
0:02-cv-01290-PAM-RLE Fox v. Northwest Airlines 7/12/2001 12/22/2001 Tim Thornton
0:98-cv-01096-ADM-AJB EEOC v. Northwest Airlines 4/25/2001 1/13/2005 Tim Thornton, James Hedican, Amy Mitchell, Gregory Stenmoe,
0:02-cv-00756-PAM-SRN Sladek v. Northwest Airlines 1/16/2001 9/21/2001 Gregory Stenmoe
Attachment A
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0:01-cv-01262-DWF-AJB Aircraft Mechanics v. Northwest Airlines
11/3/2000 5/22/2001
Tim Thornton, Thomas Basting, Jr., Timothy Gelinske, Scott Knudson
0:01-cv-01657-PAM-JGL Regner v. Northwest Airlines
9/27/2000 2/13/2001 Tim Thonrton and Susan Gelinske
0:01-cv-0070-JRT-FLN Northwest Airlines v. Local 2000, Teamsters
1/4/2000 6/15/2000
Tim Thornton and Scott Kunduson
0:09-cv-03721-MJD-FLN Friday v Northwest Airlines 5/25/1999 11/21/2003 Tim Thornton and Paul Thissen
0:00-cv-02446-DSD-SRN Doumouras v. Northwest Airlines
4/12/1999 6/27/2000 Tim Thornton, Kristin Haugen, and Lauren Lonegran
0:98-mc-00069-DWF-AJB Price v. Northwest Airlines
3/2/1999 7/12/2000 Tim Thornton
0:00-cv-02208-MJD-JGL In Re: Northwest Airlines
12/7/1998 3/2/2001 Tim Thornton
0:99-cv-00343-DSD-JMM Ludwig v. Northwest Airlines
11/2/1998 1/27/1999 Tim Thornton and Kristin Haugen
0:99-cv-00572-ADM-AJB Ludwig v. Northwest Airlines
6/4/1998 4/24/2003 Tim Thornton, Kristin Haugen, and Lauren Lonegran
5:98-cv-60060-GCS Blake v. Mesaba Airlines
5/28/1998 6/19/2000 Gregory Stenmoe
0:00-cv-0008-DWF-AJB Doumouras v. Northwest Airlines
4/6/1998 7/29/2002 Tim Thornton and Kristin Haugen
0:98-cv-01040-ADM-AJB James v. Northwest Airlines
3/30/1998 6/7/2000 Tim Thornton and Timothy Gelinske
0:97-cv-02261-DWF-AJB Axtell v. Northwest Airlines
11/26/1997 4/25/2003
Tim Thornton and Lauren Lonergan
0:97-cv-02010-RHK-JMM Lam v. Northwest Airlines
10/8/1997 2/18/2000 Tim Thornton and Kristin Haugen
0:98-cv-02361-JMR-FLN Jackson-Clemons v. Northwest Airlines
9/5/1997 2/1/1999 Tim Thornton and Timothy Gelinske
0:97-cv-01740-DDA-FLN Smith v. Northwest Airlines
7/30/1997 2/9/1998
Tim Thornton and Lauren Lonergan
3:96-cv-01044-PAM-JGL Sanders-Mason v. Northwest Airlines
1/27/1997 6/27/1997 Tim Thornton
3:95-cv-00078-DDA-FLN Jones v. Northwest Airlines
11/12/1996 1/28/1998 Tim Thornton
4:95-cv-00910-ADM-JGL Kulak v. Northwest Airlines
12/14/1995 4/30/1997 Tim Thornton
0:97-cv-00220-DSD-JMM Bryant v. Northwest Airlines
11/29/1995 9/17/1997 Tim Thornton
4:96-cv-00065-DSD-JMM Gordon v. Northwest Airlines
11/9/1995 8/20/1996
Tim Thornton
4:95-cv-00835-DSD-JGL Chock v. Northwest Airlines
1/24/1995 9/19/1997 Tim Thonrton
4:94-cv-00047-DSD-FLN Bivins v. Northwest Airlines
11/4/1993 6/29/1995 Tim Thornton
3:90-cv-00608-DDA-FLN Hodges v. Northwest Airlines
10/16/1990 8/11/1993 Lauren Lonergan
3:89-cv-00526-DDA Cabin Safety v. Mesaba Airlines
8/21/1989 5/10/1990 James Long and Alan Maclin
3:89-cv-00108-PAM Northwest Airlines v. IAM
3/1/1989 12/19/1989
Tim Thornton
Attachment A
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From:
Sent:
To:
Cc:
Subject:
Bistram, Gregory [GBistram@Briggs
.com] Tuesday, September 24, 2013
1:57 PM Anderson , Tom
Moberg, Michael; Mark, Richard
MAC/labor issues


Tom- post the April 2008 airline merger we have represented Delta on a limited number of matters. Some
matters were related to the merger. After that, we have represented Delta on a couple of employment
matters involving claimed discrimination.

Greg

-----Original Message-----
From: Anderson, Tom [mailto:Tom.Anderson@mspmac.
org] Sent : Sunday, September 22, 2013 6:38 PM
To: Bistram, Gregory
Subject : Do you have a few minutes to talk?



Tom Anderson

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or work-product privilege.













Attachment B
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Conflicts of Interest
Briggs and Morgan's current client base includes a utility and an airport tenant.
None of these relationships should provide an obstacle to our representation of the
Commission as legal counsel.

These clients are as follows :
Northwest Airlines (for
certain matters) Xcel
Energy (for certain
matters)

Briggs is not aware of any activities of the firm or individual attorneys within our firm
that woul d pose a conflict of interest in B.riggs' representation of the Commission,
other than shown above. As far as can.be determined, those activities should not
constitute a conflict of interest.

To the extent permitted and required by the Rules of Professional Conduct, Briggs and
Morgan agrees to promptly advise the Commission in writing of any conflicts of
interest that arise after the submission of this Statement of Qualifications.



dential Page 10 7/ 12/2007






- #

Potential Conflicts of Interest. We do not see significant conflicts. Briggs and
Morgan's current client base includes a utility and an airport tenant. None of these
relationships should provide an obstacle to our representation of the Commission as
legal counsel .
These clients are as follows:
=" Delta Airlines (for certain matters)


Xcel Energy (for certain matters



Briggs Is not aware of any activities of the firm or Individual attorneys within our
firm that would pose a conflict of Interest In Briggs' representation of the
Commission, other than shown above. As far as can be determi ned, those
activities should not constitute a conflict of Interest.

To the extent permitted and required by the Rules of Professional Conduct, Briggs
and Morgan agrees to promptly advise the Commission In writing of any conflicts
of Interest that arise after the submission of this Statement of Qualifications.


18
POTENTIA L CON FLICTS OF INTE REST
Attachment B