Case 2:17-cv-05372-ES-MAH Document 1 Filed 07/24/17 Page 1 of 10 PagelD: 1
IN THE UNITED STATES DISTRICT COURT FOR
‘THE DISTRICT OF NEW JERSEY
MARRIOTT INTERNATIONAL, INC.
10400 Fetmwood Road
Bethesda, Maryland 20817
Case No.
Plaintiff,
NEW YORK HOTEL AND MOTEL
TRADES COUNC
707 Eighth Avenue
New York, New York 10036
AFL-CIO
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Defendant.
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COMPLAINT
Marriott international, Inc. (*Marriatt” or the “Company”, by its attorneys, brings this
aetion against the New York Hotel and Motel Trades Council (HTC or “Union”) to vacate an
“Arbitration Award and Order (“Award”) issued on July 13,2017
PARTIES
1. Marriottis leading globel lodging company with more than 6,000
properties in 122 countrigs and territories, At all times relevant to this dispute, Marriott has been
‘an employer within the meaning of Section 2(2) of the National Labor Relations Act (“NLRA™),
29 US.C. § 1522), and Section 301 of the Labor Management Relations Act (“LMRA"), 29
US.C.§ 185. Marriot’s headquarters are located at 10400 Fernwood Read, Bethesda, Maryland
20817. Case 2:17-cv-05372-ES-MAH Decument1 Filed 07/247 Page 2 of 10 PagelD: 2
2. ‘The HTC represents hotel employees in the Greater New York
Metropolitan Area, Norther and Central New Jersey and the New York State Capital District.
‘tall times relevant to this dispute, the HTC has teen a labor organization within the meaning of
Section 2(5) of the NLRA,29 U.S.C. § 152(5), and Section 301 of the LMRA, 29 US.C_§ 185.
“The HIFC’s main office is located at 707 Fighth Avenue, New York, New York 10036.
JURISDICTION AND VENUE
3. The claims asserted in this Complaint are brought under Section 301 of the
LMRA,29 USC. § 185,and the Federal Arbitration Act (“FAA").9 US.C.§ 10,
4, Jurisdiction of this Court is based on Section 301 of the LMRA, 29 U.S.C.
$185, the FAA. 9 US.C. § 10,and 28 US.C. §§ 1331 and 1337.
5. Venuein this District is proper urider 28 U.S.C. § 1391(b)(2) and 25
USC. § 185(@) and (¢}:
a. Under 28 U.S.C. § 1391(b){2), this is a “judicial districtin which a
rise to the claim occurred, or a substantial part
substantial part of the events or omissions gi
of property that is the subject of the action is situated.” ‘The dispate resulting in the Award
involved two hotel properties located within this judicial district: the W Haboken and the
Westin Jersey City. The W Hoboken is located at 225 River Street, Hobaken, New Jersey
07030. ‘The Westin Jersey City is located at 479 Washington Boulevard, Jersey City, New Jersey
07310.
b. Under 29'U.S.C. § 185(a) and (c), covered suits between an
‘employer and labor organization “may be brought in any district court of the United States
having jurisdiction of the parties.” and jurisdiction exists over a labor organization “in any
district in which [the labor organization’s| duly authorized officers or agents are engaged in Case 2:17-cv-05372-ES-MAH Document1 Filed 07/24/17 Page 3 of 10 PagelD: 3
represcaiing oracting for employee members.” This isa judicial district im whieh Defendant
\Union’s duly authorized officers or agents at all relevant times have been engaged in
representing or acting for employee members
6. This action is timely filed w'thin 11 days of Marriott having received the
Award on July 13,2017. A true and correct copy of the Award is attached hercto as Exhibit A,
EACTS:
7. Marriottiis signatory to 2 multi-employer collective bargaining agreement
with the HTC, known as the Industry-Wide Agreement (*IWA” or“ Agreement”), which became
effective July 1,2012 and has remained in effect at all relevant times. A true and correct copy =
the Agreement is attached hereto #8 Exhibit B.
8. The TWA wasnegotiated between the Hotel Association of New York
ity, Inc, (“Hotel Association”), which represents the employers who are sigratory to the IWA-
6. Marriott and Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”)
were both members of the multi-employer Hotel Association during the negotiations that led 10
the WA, and both Marriott and Starwood are signatory tothe WA.
10. Article 26 of the I'WA provides for arbitration of contractual disputes
pemwecn signatory employers, such as Marriott and the HC. Article 26 designates an Impartial
(Chairperson to hear such contractual disputes.
11, On September 15, 2011, pursuant to the arbitration procedures in the WA,
the Impartial Chairperson issued Decision No. 2011-32, known as the Parsippasy Award. 11 the
Parsippany Award, the Impartial Chairperson held thatthe WA's provisions regarding sion
organizing pursuant toa card checl/neutality procedure were applicable to a hotel located Case 2:17-tv-05372-ES-MAH Document 1 Filed 07/24/17 Page 4 of 10 Pagel: 4
outside of New York City, the Sheraton Parsippany Hotel in Parsippany, New Jersey, which was
operated by Starwood at that time.
12. Card eheck/neutralty is a process that permits a union to organize-a group
the National Labor Relations Board for a secret ballot election.
‘of employees without petitioni
“The card check/neutrality process under the IWA is set forth in Article 60 and Addendum TV of
the IWA, These procedures require that covered employers: provide information to the Union,
including employee names, job classifications and departments, work schedules, wages and
benefits, and home addresses and telephone numbers; afford access to Union representatives to
enter the hotel to mect with employees during employees” non-sworking times and in non-public
areas; refrain from directly er indirectly implying the hotels" lawful opinion as to whether oF not
the employees should support the Union or oa the Unign’s reputation; and recognize and bargain
with the Union if the Impartial Chairperson finds that the Union has obtained authorization cards
from a majority of the employes.
‘During the 2012 IWA negotiations, the Union and the Hotel Association
agreed to void the Parsippany Award, as provided in Article 60(E) of the TWA. In return for the
[Union's agreement to treat the Parsippany Award as null and void for those hotels and employers
that were bound by the 2012 IWA, the Union and the respective employers agreed to separately
negotiate for certain hotels located outside of New York City to be immediately covered by the
card check/neutrality provisions of Article 60/ Addendum IV.
14. Consistent with this deal, Starwood and Marriott cach negotiated an.
agccement with the Union that identified specific hotels outside of New ‘York City that would
subject to organizing under Article 60/Adde“idua [V, in return for the Union's commitment that Case 2:17-cv-08872-ES-MAH Document Filed 07/24/17 Page 5 of 10 PagelD: 5
ail other then-existing hotels located outside of the five boroughs of New York City would not be
subject to-organizing under Article 60/Addeneum IV.
15. Starwood and the Union entered into such an agreement on February 3,
‘2012 (the “Starwood Agreement"). In paragraph | of the Starwood Agreement, the parties
identified four specific hotels that would immediately be subject to organizing under the card
chock/neutrality provisions of Article 6ovAddendum IV:
a. Sheraton Parsippany, NJ
b, Cove Haven Resort, Pocono, PA
¢. Pocono Palace Resort, Pacano, PA
d. Paradise Stream Resort, Poeona, PA
16. The quid pro quo was the Union agreed to forego any claim that Article
60/Adidendum IV applies to any other existing Starwood hotel located outside of the five
boroughs of New York City. This was explicitly stated in paragraph 2 of the Starwood
“Agreement:
‘Other than with respect to the four (4) hotels listed in Paragraph 1 above,
the Union hereby waives, relinguishes and agrees not lo assert any claim
‘under Article 60 and Addendum IV of the 2012 IWA or any predecessor
TWA with respect to any hotel located outside the five (5) boroughs of
New York City based on Starwood's ownership, management or control
interest therein whieh predates February 3, 2012
17. The W Hoboken and the Westin Jersey City were operated by Starwood
prior to February 3, 2012 and, therefore, were no: subject to Article 60/Addendum LV pursuant {0
Paragraph 2 of the Starwood Agreement.
18, In paragraph 5 of the Starwood Agreement. the parties agreed that “[t}his
ngreeent shall be binding on the successors. assigns aad transferees of the parties with respect
to the above referenced properties in accordance with Article 59 of the [WA.”
19, Article 59(A) of the IWA provides that: Case 2:17-cv-05372-ES-MAH Document 1 Filed 07/24/17 Page 6 of 10 Pagel: 6
“This Agreement shall be binding upon the successors and assigns of the
parties hereto, and no provisions, terms, of obligations herein contained
shall be affected, modified, altered, or changed in any respect whatsoever
by the consolidation, merger, sale, transfer, or assignment of either party
hereto or affected, modified, altered or changed in any respect whatsoever
hy any change of any kind in the legal status. ownership, or management
of either party hereto.
20. Om orabout May 29, 2015, Marriott and the Union entered intra separate
‘agreement (the "Marriott Agreement”) conceming the application of Article 6O/Addendum TV to
“Marriott hotels located outside of New York City. The three hotels listed in paragraph 1 of the
Martiott Agrecment, which the parties agreed would be subject to organizing under Article
60/Addendum IV, were owned, managed oF contralled by Marriott prior to February 3, 2012.
[Phe Marriott Agreement did not address the W Hoboken or Westin Jersey City because they
were operated by Starwood, which was a separate company at tat time.
21, Oa September 25, 2016, Marriott completed a stock transaction in which
Marriott aquired Starwood. As a result of that trensaction, Starwood became a wholly-owned,
indirect subsidiary of Marriott.
22, As of September 23, 2014 end to the present, Starwood,as acquired by
Marriott, continues to manage oF control the W Hoboken and Westin Jersey City hotels.
23, On February 24,2017. the Union invoked Article 60/Addendum TV and
sent “Intent to Organize” letters to the W Hoboken and the Westin Jersey City, The Union's
letters did not refer to the Starwood Agreement, ia which the Union had agreed to exclude these
hotels from organizing under Article 60/Addendum IV.
24. Marriott responded to the Union in two letters dated February 28.2017,
stating that the card check/neutrality provisions cf the TWA do not extend io these tWo hotels. Case 2:17-cv-05372-ES-MAH Document1 Filed o72d/17 Page 7 of 10 PagelD: 7
25. On March 2, 2017, the Union filed its demand for arbitration before the
Impartial Chairperson under the terms of Article 26 atid Addendum IV inthe IWA.
26. On May 19, 2017, in lieu of an evidentiary hearing, Marriott and the HTC
stipulated to Facts and exhibits for the Impartial Chairperson to consider in rendering an award
27. On June 7, 2017, Marriott and the Union each submitted a post-hearing
brief to the Impartial Chaigperson,
28. OnJune 19,2017, Marriott and the Union each submitted a reply brief to
the Impartial Chairperson
59. Marriott argued in its post-tearing brief and reply brief that the Starwood
“Agreement survived the stock transaction based on the clear and unambiguous suecessorship
language in both the Starwood Agreement and Aricle 59 ef the |WA
30, Marriott also-argued in its post-hearing brief and reply brief that federal
labor law regarding s
& sale transactions reinforced the plain language of the Starwood
Agreement and Article 59,5 applied to Marriot’s acquisition of Starwood. Under federal labor
law, stock sale transactions do not alter or displace the existing collective bargaining agreements
of the comporate entity thatis being acquired. See, eg.,.Rackwood Energy and Mineral Corp-,
299 NLRB 1136, 1139 (1990); EPE, Inc. v. NLRB. 845 F.2d 483,488 (4th Cir. 1988); Esmark,
Inc. v, NLRB, 887 F.2d 739, 752 (7th Cir. 1989).
31. Marriott's reply brief further argued that uncler federal labor taw. an
employer's right to demand a seeret ballot election conducted by the National Labor Relations
Board only is waived where the employer “clearly and unmistakably” agreed to such # waiver.
See Shaw's Supermarkets, 343 NLRB 963, 963-64 (2004). This federal public policy promotes
scoret ballot elections conducted by the National Labor Relations Board as the preferred method Case 2:17-cv-05372-ES-MAH Document 1 Filed 07/24/17 Page 8 of 10 Pagel: 8
‘for determining whether employees wish to be represented by a union. See Linden Lumber Div.
Summer & Co. v. NLRB, 419 US.301,307 (1974, NLRB v. Gissel Packing Co..395 US. 575,
'396 (1969), Marriott argued to the Impartial Chaitperson that the Union Failed to demonstrate
any “clear and unmistakable” waiver with respect :o the two hotels at issue in this case.
32, ‘The Impartial Chairperson issued his Award on July 13,2017.
33. Imhis Award, the Impartial Chairperson found that Marriott was required
toapply the Article 607A ddendum IY cand check/meutraity procedures wo the W Hoboken and
the Westin Jersey City.
34. The Impartial Chairperson “directed] Marriott to promptly comply with
the Union's card check demands forthwith.”
35. While the Impartial Chairperson quoted Marriott's bricfs in his Award,
including Martin's arguments with respect to Article 59 of the IWA. the Impartial Chairperson
ignored the terms of Artiste 59 in his Award,
46. ‘The Impartial Chairperson found that paragraph 5 of the Starwood
Agreement, which provides that “this Agreement shall be binding on the successors, assigns
and transferees of the parties with respect to thé above referenced properties in accordance with
“Amticle $9 of the TWA." was only intended to besefit the Union and “was not intended to create
‘an exclusion to the benefit of Starwood er any subsequent owner”
477, Bven though paragraph 5 of the Starwood Agreement explicitly references
Article 59 of the [WA, the Impartial Chairperson failed to interpret or apply the clear and
unambiguous tems of Article 59. Case 2:17-cv-05372-ES-MAH Document 1 Filed 07/24/17 Page 9 of 10 PagelD: 9
38, The Impartial Chairperson also failed to interpret o apply prior precedent,
cited in Marriot’ briefs, which hold that Article 99 applies to side agreements such as the
Starwood Agreemeat.
39, ‘The Impartial Chairperson failed to discuss or apply case law, cited in
‘Marrious briefs, which holds that labor agreements are not affected by a stock transaction, such
as Marrioit’s acquisition of Starwood.
40. ‘The Impartial Chairperson failed to discuss the undisputed fact, set forth in
the parties’ stipulation, that Starwood, as acquired by Marriott, continues to own, manage, oF
control the W Hoboken and Westin Jersey City.
41, The Impartial Chairperson failed to discuss or apply case law ,cited in
Marriot’s reply brief, which holds that an employer's right to demand a secret ballot election can,
only be waived with “clear and unmistakable” evidence of a waiver. ‘The Impartial Chairperson
also failed to consider the federal public policy in favor of secret ballot elections conducted by
the National Labor Relations Beard.
LAIMS FOR RELIEF
42. Plaintiff repeats and re-alleges paragraphs 1 through 41 as though fully set
‘orth herein.
43, Asa resultof the foregoing. pursuant to 29 U.S.C. § 185 and9 USC.§
10.the Award should be vacated and set aside, om the gronnds that:
a. ‘The Impartial Chairperson evidenced a manifest disregard for the
terms of the Agreement:
The Award ignores the plain language of the Agreement, including
in particular Article 59; Case 2:17-cv-05372-ES-MAH Document 1 Filed 07/24/17 Page 10 of 10 PagelD: 10
©. The Award fails to draw its essence from the Agreement,
4. The Award is based on an impermissible addition and/or
modification of the provisions of the Agreement, ia violation thereof
cc. The Impartial Chairperson exceeded his power under the law and
the Agreement and dispensed his own brand of industrial justice; and
{The Award violates well-defined and dominant public policies
under federal labor law.
WHEREFORE, Marriott respectfully requests that the Court vacate the Award in
its entirety, and award such other relief as may be just and proper.
Respectfully submitted,
MORGAN, LEWIS & BOCKIUS LLP
(st James P. Walsh, Jt
Dated: July 24,2017 James P, Walsh,.
502 Carnegie C:nter
Princeton, NJ 08540
Telephone: 609.919.6647
Fi le: 609.919.6701
Frills (pro hac vice pending)
David R. Brodetdorf (pro hue vice pending)
ILL Pennsylvania Avenue, NW.
‘Washington, BC 20004
‘Telephone: 202.739-S867
Facsimile: 202.739.3001
E-mails: jonathan fritts@morgante
Inoderdorf @
Attorneys for Plaintiff Marriott International, Inc.
10 1 of 35 PagelD: 11
Case 2:17-cv-05372-ES-MAH Document 1-1 Filed 07/24/17 Pa
EXHIBIT A Case 2:17-ov-05372-ES-MAH Document 1-1 Filed 07/24/17 Page 2 of 35 PagelD: 12
2017-39
OFFICE OF THEIMPARTIAL CHAIRPERSON (Marriot International, nc.
‘321 WEST 44% STREET, SUITE 400 July 13, 2017
NEWYORK, NY 10036 Paget of 34
‘TEL: (212) 541-7212 FAX: (212) 541-9356
EMPLOYER: MARRIOTT INTERNATIONAL, INC.
HTC Case #U17-132/Did the Employer violate Article 60 and Addendum IV of
{tho IWA with regards to the W Hoboken and Westin Jersey Clty Newport? if so,
‘what shall be the remedy?
Hearing held at the Office of the Impartial Chairperson on May 19, 2017.
APPEARANCES:
For the Employer. Greg Talbot, SUP & Assoc Gen'l Counsel
Counsel for the Employer: Morgan, Lewis & Bockius LLP
By: Jonathan ©. Fritts, Esq.
For the New York Hote! & Motel Trades Council, AFL-CIO:
Counsel: Pitta LLP
By: Barry Saltzman, Esq,
Far the Union: Richard Maroko, HTC
“The New York Hote! & Motel Trade Council, AFL-CIO (* Union") and Marriott Intemational
(-Marciott” or Employer) agreed that in keu of an evidentiary hearing the parties would present to ‘ne
Chairperson a sipulation of facts and exhibits (‘Stipulation’). The Stipulation, dated May 19, 2017,
reads:
STIPULATION OF FACTS AND DOCUMENTS
the New York Hotel and Neotel Teades Council, AFL-CIO
(vunion") and Marriott International, Inc. ("Marriott" ox
“gaployer"), by their undecsigned counsel of record.
hereby stipulate te the following facts and documents fox
admission in proceedings. Beth the Union and
Employer reserve and ¢O not waive any objection:
relevancy and admissibility of any fact oF
below.
1. the Union ig a laber organization within the
meaning of federal shor lav representing employees in
tne Greater New York City Metropolitan Area, Northesn and
Centeal Wew Jersey and the New State Capital
District as defined in the Industry-Wide Collective Case 2:17-cv-05372-ES-MAH Document 1-1 Filed 07/24/17 Page 3 of 35 PagelD: 13
22017-38,
OFFICE OF THEIMPARTIAL CHAIRPERSON ‘Marriott International, Ine.
‘321 WEST 447" STREET, SUITE400 uly 13, 2097
NEW YORK,NY 10036 Page 2 of 4
‘TEL: (212) 541-7212 FAX: (212) 543
9356
Bargaining Agreement between the Union and the Hotel
Association of New York Citr, Inc., effective July
Boz tthe “2012 IWA," copy subnitted as Exhibit 1) ~
2. Marriott is an employer within the meaning of
federel labor lev and & party te the 2012 TWA
3. prior to February 3, 2012, Starwood Hotels &
Resorts Worldwide Inc. ("Starwood") had owned, nanaged or
controlled the hotels in Jersey known as the
Hoboken end the Nestin Jersey City Newport (Westin 36“).
4. he Office of the Impartial Chaizperson issued
Decision wo. 2011-32. (the “Parsippany Award") dated
Septenber 15, 2011, copy attached as Exhibit 2-
S. Though entexed inte s¢ as to be effective July
1, 2012, the Onion and the Hotel Assn. Bargaining Group
dotels feached agreement on the terms ef the 2012 TWA on
or about January 26, and the agreenent wes ratified by
the Hotel Association Bargaining Group Hotels on February
3.2012. The 2012 IWA included provisions concerning the
Parsippany Award.
G. Marriott and Starwood were each bond to the
2012 IWA as of February 3, 2012.
7, uring the negotiations for the 2012 1WA, the
Union and the Hotel Assn. Bargaining Group Hotels agreed
that, in return for the Union not insisting on the
Gnlimited temporal and geogrephic scope of the Pacsippany
yuerd, the Union and. respective hotel chains would
Separately negotiate for certain hotels to be immediately
Mvered by card check neutzality organizing under Article
€o/Addendus IV even though the managerial, ownership and
control intecest preceded February 3” 2012.
@, Marriott and Starwood were ‘both employer
menbers of the Hotel Assn Bargaining Group Hotels.
3. on or about Februsry 3, 2012, Stazveod and the
Union entered ints an agreement of that date concesning
Auticle 69 and Addendun Iv of the 2012 1WA, copy
Tubmitted as Exhibit 3 (the “Starwood Agreement). The
hotels listed in paragraph i of the Starwood Agreement
were owned, managed ox controlled by Starwood prior to
February 3, 2012- The parties understeod that, among
bthers, the W Hoboken and the Westin JC were not at that
time subject to Article 60/addendun iv card check
neutrality organizing as described in paragraph 2 of the
Starwood Agreement.
Je. on er ebout May 29, 2015, Marriott and the
union entered into an agreement of thet date concerning
Article 60 ond Addendum iV of the 2012 IWA, copy attached
as Exhibit 4 (the "Marriott Agreement"). The hotels
listed in paregzaph 1 of the Marriott Agreement were Case 2:17-cv-05372-ES-MAH Document 1-1 Filed 07/24/17 Page 4 of 35 PagelD: 14
OFFICE OF THE IMPARTIAL CHAIRPERSON
‘BEL WEST 44° STREET, SUITE 400
NEW YORK, NY 10036
‘VEL: (242) 542-7212 FAX: (212) 501-9356
owned, managed or controlled by Marriott prior
February 3, 2012~
1i. As of and prior ©
#2017-39
Mattiott invornational, Ine.
‘duly 43,2017
Page Sof 34
te
February 3, 2012, Marriott
hed ne ownership, management cr control interest in the W
Hoboken or Westin Jo.
12. On September 23, 2016, Mazeiott completed its
acquisition of Starvced. as of that dare te date,
Starwood a8 acquired by Marriott owns, manages
controls the W Hoboken and Westin JC.
3. The Union served a Request for information
(-RFI“) on Maxxiott dated October 1d, 2016, copy
submitted 4s Exhibit 5
ja. Marriott responded to the RFI by letter dated
October 21, 2016, with documents, #11 submitted
Exnibit 6.
1S. Phe Union sent an “Intent to Organize” letter
dated February 24, 2017, to the # Hoboken, copy submitted
as Exhibit 7
16. The Union sent an “Intent to Orgenize” letter
dated February 24, 2017, to the Westin JC, copy submitted
ag Exhibit 8.
17, By letter dated February 28, 2017, Mar:
responded to the Unions Intent to Organize letter
the # Hoboken copy submitted as Exhibit 9.
ig. By letter dated February 76, 2017, Max:
responded te the Union's Incent to Orgenize letter
the westin JC, copy submitted as Exhibit 10.
for
19. The Union filed desands for arbitration against
Margiott dated March 2 and April 27, 2017, copy subm!
as Exhibat lla and b.
The stipulated issue before the Chairperson is:
teed
Did Marriott International, Inc. violate Article 60 and Addendum IV of the IVA
with regard to the W Hoboken and Westin Jersey City Newport: and ifs,
‘what shall be the remedy?
“The patties agreed to and gid submit main and reply briefs, which are set forth, nearly
verzatim, inthe Contentons section below. The exhibits they submited may be summarized
as follows:
Additional Exhibits
Joint Exhibit 2 ~ Award #2011-32, deed September 18, 2011, involving the Union and
Starwood Hotels & Resorts World Wide Inc. rendered by Impartial Chairperson Elliot
Shritman. Case 2:17-cv-05372-ES-MAH Document 1-1 Filed 07/24/17 Page 5 of 35 PagelD: 15
#2017-29
(OFFICE OF THE IMPARTIAL CHATRPERSON ‘Mariott International, Ine,
321 WEST 44™STREET, SUITE 400 ‘July 13, 2017
NEW ¥ORK, NY 10036 Page 4 of 34
‘VEL: (212) 544-7212 FAK: (212) 541-9356
Joint Exhibit 3 — Agreement between Stanwood Hotels & Resorts and the Naw York
Hotel Trades Council, AFL-CIO, dated February 3, 2012. This agreement applies the
provisions of Article 60 and Addendum IV of the WA to these four (4) hotels:
a. Sheraton Parsippany. NU
ib, Cove Haven Resort, Pocono, PA
¢ Pocono Palace Resort, Pocono, PA
¢. Paradise Stream Resart. Pocona, PA
ttexpresely provides thet for any other hate! located outside of the five (6) boroughs of
New York City the Union waives, relinquishes and agrees not to assert any claim under Article
BO and Addendum IV of the 2012 INA or any predecessor of the IWA with respect to any hole!
Joeated outside of the five (5) boraughs of New York City based on Starwood's ownership,
management or control interest therein which predates February 3, 2012.
Joint Exhibit 4 - Agreement between Marriott Intemational, Ine, and any of thelr
subsidianies and the New York Hotel & Motel Trades Council, AFL-CIO, dated, May 29, 2015.
Suis Ggreemert specifies that the three-named hotels therein are subject to Arce 60 and
Addergium IV of the [WA and that other than the listed hotets the Union has no other claim to
any hotel outside of the five (5) boroughs of New York Ciy by viue of Marnots ownership
sranagement, of eontral of any such hotel whicn began prior to February 3, 2012, Finally, this
Secord specifies that it's binding en the suecessore, assigns and transferees of the partes with
respect to the nanted propatties.
Joint Exhibit § — Letter, dated October 14, 2016, from the Union's Assistant General
counsel, Alyesa Tramposch, to Gregory Wi. Talbot, Es9,, Senior Vice President and Assseiate
General Counsel of Marriott Intemational. The letter constitutes a fequest for information
feyarding Mart’ acquistion offmerger with Starwood Hotels & Resorts. Six (6) topies of
information/documentation are listed.
Joint Exhibit 6— Letter, dated Octebe 31, 2016. from Gregory W. Talbot, Esq., Senior
Vice President and Associate General Counsel of Marriatt International addressed to Alyssa
Vremposch, Union's Assistant General Counsel, responding to her letter of October 14, 2006
(Join Exhibit 5}, The leer attaches savers! packets of documents, in the main, U.S Secures
Soa Exehange Commission Form &-K, and ether documents of @ similar nature,
Joint Exhibit 7 ~ Letter, dated February 24, 2017, trom the Union's General Counse|
Richard Meroko to Mr, Maggl Gonzalez, General Manager of the W Heboken, giving notice of
the Union's intent to organize thet Hotel's employees and advising further that it is tne
Eeipoyers eblgation 0 provide te Union wilt certain information snd soeumentation within
three (3) days.
Joint Exhibit 8 —Letier, dated February 24, 2017, ftom the Union's General Counsel
Richard Maroko, fo Mr, Angel Cueto, General Manager of The Westin Jersey City Newport,
Suing notice of the Union's intent to organze that Hotel's employees and advising futher att
ae Engtayer's obligation to provide the Urion with certain ivformation and documentation
wathin three (3) days. Case 2:17-cv-05372-ES-MAH Document 1-1 Filed 07/24/17 Page 6 of 35 PagelD: 16
2017-99
(OFFICE OF THE IMPARTIAL CHAIRPERSON ‘Marriott international, Inc.
‘321 WEST 447" STREET, SUITE 400 July 13, 2097
NEW YORK,NY 10036 age § of 34
‘FEL: (212) 541-7242 FAX: (212) 541-9356
Joint Exhibit 9 — Letter, dated February 28, 2017, from Gregory W. Talbot, E54..
Senior Vice President and Asscciate General Counsel of Marriott Intemational in response to
Stomey Maroko's leer (Employer Exhibit 7) to che General Manager of the WW Hoboken. The
‘iriter advances the position that the card check provisions of the IWA are not applicable to the
named Hotel.
Joint Exhibit 10-—Letter, dated February 28, 2017, from Gregory W. Talbot. Esq.
Senior View Presigent and Associate General Counce! of Marriott Intemational in response te
Storey Maroko's letter (Employer Exhibit 8) to the General Manager of The Westin Jersey.
Gy Newport. The witer advances the potitionthat the card check provisions of the NWA are
not applicable to the named Hetel
Joint Exhibit 11 A — Union's demand fer arbitration, dated March 2, 2017, against
Marviatt for the subject case,
Joint Exhibit 14 B - Demand for arbitration issued by the attomeys for the Union,
dated April 17, 2017, stating the pracise issues to be arbitrated in the subject case.
CONTENTIONS"
Union's Contentions.
the New York Hotel & Motel Trades Council, AFL-CIO (“Union”)
submits this post Rearing brief in support of its grievance that the
employer, Marriott International Inc. (‘Marriott’), violated Article
015) /Addendum Iv of the Industry-Wide Agreement (“IWA,” Exhibit 1)
by refusing to apply those terns to the W Hoboken and Westin Jersey
City Newport ("Westin JC”) hotels {the “Hotels"). Both those Hotels
Clearly come within the express coverage of card-check neutvality’
GiGer che TWA and a memorandum of agreement between the Union and
Marriott dated May 29, 2015 (“Marriott Agreement,” Exhibit 4). The
THA and Marriott Agreement apply Article 60(B)/Addendum IV to hotels
in which Marriott “acquires an ownership, management or control
erest on or after February 3, 2012.” Exhibit 1 at Addendum IV,
first paragraph; see also Article 60(B)(1). Marriott acquired both
Hotels in of about September 2016, well after 2012.” (stip. @ 12)-
Accordingly, applying the plain language of the TWA, as reinforced by
eee Mareinet Agreement, Article 60(B)/Addendum IV covers these
Hotels. The Chaizman should confirm the Hotels covered by IWA
Article 60(B)/Addendum rv, and sustain the grievance.
Je dniement of he parting" contentions is drawn, nearly verbatim, from ther peat hearing briefs and is tot forth here
Cen anocng nt ste and eive to cifecntate lr words fom the Arbarators. in eeder to avokd confusion, eit
ceereiee neoear fr paveadeni atthe point in thei bref where the foobiole mark appeased. Case 217-0w05372-ES-MAH Document 1-1 Filed 07/28/17 Page 7 of 36 PagelO: 17
#2017-39
‘OFFICE OF THE IMPARTIAL CHAIRPERSON ‘Matrtt international, Ine
‘321 WEST 44°" STREET, SUITE 400 July 19, 2017
NEW YORK, NY 10036 Page 6 of 34
‘yuL: (212) 541-7212 FAX: (212) 541-9356
FACTS
ny Award dated September 35, 2011, Starwood Hotels & Resorts
woridwide, Inc., No. 2011-32 (the “Parsippany Award,” Exhibic 2),
this Office confirmed to all TWA parties that the broad card check
neutrality provisions of IWA Article 60(3)/Addendum TV applied
without geographical limitation te hotels outside New York City.
Given the positive impact of the Parsippany Award on industry
organizing, the Union and the Hotel Association of New York City:
Ine. ("Hotel Ass'n}, of which both Starwood and Marriott were
employer menbers, negotiated a revised Article 60 reflecting thet
feard for the IWA reached in January 2012, effective July i, 2012.
New Article 60(B)(1} provided, in relevant part
tl)... BMPLOYERS and their affiliated and
related entities shall abide and be bound by
the neutrality and card check provisions
annexed hereto as Addendun Iv. . . effective
February 3, 2012 with respect to Hotels « . «
in . . « Nexthern and Central New Jersey.
exhibit 1 at Art. 60(B)(1}. (emphasis added). Addendum IV echoes
fhese negotiated understandings, applying by its terms to “organize
certain employees at hotels . .- in. . - Northern and Central New
Sersey.. . - at which the Conpany has or acquires an ownership,
management or control interest on or after February 3, 2012, - - -”
Td. at addendum 1V, fixst paragraph (emphasis added).
‘Ag consideration for the Union not insisting on the unlinited
temporsl and geographic scope of the Parsippany Award, the Union and
Tespective hotel chains, such as Starwood and Marriott, entered
Seperate agreements for certain of their hotels to be inmediately
seeered by Article 60(B}/Addendua IV, even though their managerial,
Gerership or control interest preceded February 3, 2012. Thus,
Scarweed) and tha @nion entered an agreement (the “Starwood
Agreement,” Exhibit 3) on or about February 3, 2022, listing rove
hotels to be immediately covered by card check neutrality even though
puned, managed or controlled by Starwood prior to February 3, 2012
Se to other hetels, paragraph (2) echoes the IWA, stating that the
Union waives Article 60/addendum IV ¢laims which are “based on
Starvecd"s ownership, management or control interest therein which
predates February 3, 2012." Ic. {emphasis added). Marriott and she
Union entered the similar Marriott Agreement cn May 29, 2015, again Case 2:17-ev-05372-ES- MAH Document 1-1 Filed 07/24/17 Page 8 of 35 PagelD: 18
2017-39
‘OFFICE OF THE IMPARTIAL CHAIRPERSON ‘Marriott International, ine.
‘321 WEST 44 STREET, SUITE 400. uy 13, 2017
NEW YORK, NY 10036 Page 7 ot 24
‘TEL: (212)541-7212 FAK: (212) 541-9356
specifically including only certain hotels pre-February 3, 2012, put
mirroring and maintaining Article 60/Addendum IV for any hotel “by
wistue of Marriott’s ownership, management or control” which began
after February 3, 2012. Exhibit 4 (emphasis added) -
on or about September 23, 2016, Marriott completed acquisition
of an absolute, 1006 management, ownership and control interest in
Starwood, and every one of Starwood’s notels, including the W Hoboken
ona westin JC. As conceded by Nerriott, as @ result of the combined
acquisition transactions, Starwocd “became an indirect, wholly owned
idiary of Marriott. |. .” Exhibit 6 at Form @-K dated Septeaner
23, 2016, p. 3: see also id, at Anendment No. 2 to Form S-4r P 24.
warriett fairly shouted the good news of its acquisition of
ounershin, management and control over all Starwood hotels, ins
plein Eaglign press release dated November 16, 2015, captioned
CORENTING THE WORLD'S LARGEST HOTEL COMPANY.” Id. at Form B-% dated
ceeeer 15, 2015, Ex, No. 99-1 (emphasis added). To avoid any
vevereey as to ite neviy acquired ownership, management and control,
et alone interest, Marriott continue
® Combined Company Will Have 1.1 Million Rooms in More Than
5,500 Hotels . +
+ 30 teading Brands Will Provide Guests Unmatched Choices
« Transaction Offers Substantial Econonies of Scale
= Combined Company Should Deliver Significant Capitel Returns
to Shareholders
td (Ttalies in original, underscore added} Arne Sorenson,
cereiott’s president and chief Executive Officer, boasted: “I knew
Mail do geeat things together as The World's Favorite Travel
We pany.” ‘Td. (emphasis added), Starwood's Chief Executive Offi¢e
Aden Reon seconded the enthusiaem: “We are excited to play 2 wital
pean Mh the creation of the biggest and best hetel company fn the
zolg in ene eta. (emphasis added). Underscoring Marriott’ ® new
menagement, ownership and control of over 5,500 hotels (Gneluding
cea ea een and Westin JG), Marristt’s Sorenson remained the President
ween. its headquarters remained Narriott’s, and Marriott’ s Board
ane Sieectors ineressed from 11 to 14 members lo accommodate chree
menbers of Stazwood’s now unified Board of Directors, ineorporated
were Marriott's, fd.; See also Exhibit 6 at Form 8K dated September
23, 2018, fx. No. 99.L (Marriott press release dated September 23,
joie replicating the above points for “ever 5,700 Properties” and
hdding linked travel account for guests)
as to faployees, Marriott recognized each Starwood employees!
credized sesvice for compensazion and benefit plans, waived pre- Case 2:17-cv-05372-ES-MAH Document 1-1 Filed 07/24/17 Page 9 of 35 PagelD: 19
2017-39
(OFFICE OF THE IMPARTIAL CHATRPERSON Marriott international, Ine.
‘321 WEST 44 STREET, SUITE 400 ‘uly 13, 2017
NEW YORK, NY 10036 Page Sof 34
TEL; (212)541-7212 FAR: (212)S41 -9356
existing conditions and actively-at-work criteria, and satisfied co”
payments, deductible and out-of-pocket zequirements for its new
Employees acquired from Starwood, signifying complete contro}.
Exhibit & at Form 6-K dated November 15, 2015, Ex. No. 2.1, pe 677
cee also id, at Amendment No, 2 to Form S-4, p. 157-$8. Indeed,
Sei ewood and Marriott acknowledged that “a change of control”
ccaurred in Starwood's compensation and benefit plans at merger. Id.
In the wake of Marriott's 2016 acquisition, the Union delivered
addendum T¥ Intent to Organize ‘etters to the General Managers of W
veeeten and Westin JC xespectively on February 24, 2017. Exhibits 7,
Son February 28, Marriott’s Sx. V.P. and Assoc. General Counsel
responded for each hotel that the TWA card check provisions ‘are a0%
Seplicable to the Hotel in question. Therefore, we are not obligaced
ee ecemply. . . -”. Exhibits 9, 10. The Union filed its demand for
cepitvation March 2 as amended April 17, 2017. Exhibits tia, 175-
ISSUE
Did Marriott violate Article 60(B) and Addendum TV of the TWh
with regards to the H Hoboken and Westin oc hotels? If so, what
shall be the remedy?
Answer: Yes, Marriott violated the IWR. Marriott should be
ordered to apply IWR Article 60(B}/Addendum Iv to the Hotels, subject
te penalties for non-compliance as prescribed by those provisions end
the awards of this Office.
ARCUMENT
IWA ARTICLE 0 (B) /ADDENDUM TV BINDS
MARRIOTT BY ITS TERMS FOR HOTELS
ACQUIRED BY MARRIOTT AFTER FEBRUARY 3, 2012
Marriott acquired a 100%, vholly owned management, ownership and
control interest in Starwood in September 2016. That all”
Gnconpassing interest embraced Starwood's hotels, including the W
Hoboken and Westin JC. Since the acquisition occurred after February
3, 2012, TWA card check neutral ty applies.
The touchstone of any arbitral analysis must be the contractual
language itself. “Contract language must be read plainly. words
must be given their ordinary meaning. . . ." Exhibit 2 (“Parsippany
award’) at 47, This case, therefore, turns on the language of the
industry's governing contract, the IWA. IWA Article 60(B) (1) applies
gard check neutrality broadly to all hotels outside New York City
Steer february 3, 2012, thus clearly encompassing the # Hoboken and Case 2:17-cv-05372-ES-MAH Document 1-1 Filed 07/24/17 Page 10 of 35 PagelD: 20
#201738
‘OFFICE OF THE IMPARTIAL CHAIRPERSON ‘Miarrettintemationa nc
‘321 WEST 447 STREET, SUITE 400 ‘July 13,2017
NEW YORK, NY 10036 Page § of 34,
‘Pets (242) 541-7242 FAK: (212) 543-9356.
Westin 3c without more. It is undisputed, indeed stipulated, that
prior to February 3, 2012, “Harriott had no ewnership, managenen’ o&
eretrol interest” in the Hotels. Stip. 911; See also Exhibit 1 at
Scueadun Iv, first paragraph. It is further indisputable, indeed
Stipulated, thet Marriott acquired Starwood and thereby "owns:
manages or controls,” Let alone “acquires an ownership, manageneo™ or
control interest” the Hotels on and after September 23, 2026.
Stip. #12: Bxnibic 1 at Addendum IV, first paragreph. Accoxdingiys
eeiPvaen as Marriott held no interest at all in the Hotels prior to
February 3, 2012, but expressly held at least an ownership,
fanagement of control interest after February 3, 2012, both 10a
Article 60(8)/Addendun TY ard the Marriott Agreement requcrs
application of card check neutrality to the Hotels Py SHett plain
ferme. [the Marriott Agreement excludes only a very narrowly defined
tehetels from the broad sweep of Article 60(B)/Addendum TV - only those
of bettie ich the Union claims “by virtue of Marriert’s ownership,
reetgnent of control of any such hotel which began prior so February 9
2012 oF ee chereby acknouledging and reinforcing IA Article
foie) (addendum IV inclusion of all other hetels. Sxnibin 4 (emphasis
added).
still, Marriott persists in denying the Union and the Hotels’
employees ‘their right to Just the very employes free cnoice oo
fepresentation that sustains che industry's labor peace in gxeot
eerure, recognized by the IWA. While not yet articulated by
Mecrictts any claim of an exception from the broad reach of Article
toip) /addendum IV must be considered in light of, and as antithetical
to, the beneficial purposes of those carefully nagotiated provisions.
fe’ explained by Chairman Drogin in Chelsea Grand d/b/a Four Points
Sheceton Manhattan Chelsea, Award no. 2007-17 (2/20/07), confized,
cree eee Grand. ELC v. N.Y. Hotel & Motel Trades Council, AFI~CIO, No-
oe ey, Gera Pac, 2014 WL 4813028 (S.D.N.¥. Sept. 29, 2014), aff'd
sub nom, 629 F, app'x 152 (2d Cir. 2025):
‘hese provisions provide a stabilizing influence
on the New York Hotel Industry. Recognitional
Styikes and Recognitional picketing of signatory
hotels to the IWA, which adversely affects
workers, guests, hotel profits, and tourism in
New York City, have become a thing of the past.
id. at $7 see also id. at 7-9 Leyal to the parties’ intent, this
Office firmly applied Article 60(8)/Addendum IV te the recalcitrant
Giner directly, ancluding penalties of $35,000 per day. Id.
Chairman Drogin later elaboreted in a different card check case: Case 2:17-
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