No Railway Labor Act Preemption and Validity of Union Member Claim Assignments: Commentary on The Boeing Company v. Southwest Airlines Pilots Association

I. Introduction

In The Boeing Company v. Southwest Airlines Pilots Association (SWAPA), No. 22‑0631 (Tex. June 20, 2025), the Supreme Court of Texas resolved two significant questions at the intersection of federal labor law and Texas procedure:

• Whether the federal Railway Labor Act (RLA) preempts state-law tort claims brought by a pilots’ union against an aircraft manufacturer arising out of the 737 MAX crisis, and
• Whether thousands of individual pilots can assign their claims to their union so that the union may sue as assignee without violating Texas public policy or “circumventing” limits on associational standing and class actions.

The Court holds that:

1. The RLA does not preempt SWAPA’s Texas tort claims against Boeing because those claims can be resolved without interpreting the collective bargaining agreements (CBAs) between Southwest Airlines and its pilots; and
2. The mass assignments by nearly 8,800 pilots to SWAPA are valid and not void as against public policy; as assignee, SWAPA has standing to pursue those pilots’ individualized claims (subject to ordinary proof and procedural requirements).

These rulings have substantial implications for:

• The scope of RLA/LMRA-style preemption when unions sue third parties (rather than the carrier/employer);
• How unions and other associations can aggregate and prosecute their members’ claims in Texas courts; and
• The broader litigation landscape arising from the Boeing 737 MAX grounding.

Justice Boyd authored the majority opinion, joined by Chief Justice Blacklock and Justices Lehrmann, Devine, Busby, Young, and Sullivan. Justice Bland, joined by Justice Huddle, dissented in part (primarily on the assignment/standing issue).

II. Background and Procedural History

A. Factual Background

SWAPA is the labor organization representing approximately 11,000 Southwest Airlines pilots. In 2006, Southwest and SWAPA entered into a CBA that listed the aircraft types Southwest pilots would fly. The Boeing 737 MAX did not yet exist.

After Boeing launched the 737 MAX in 2011, Southwest ordered 150 aircraft. Southwest took the position that the 2006 CBA’s aircraft list was broad enough to include the MAX; SWAPA disagreed and its pilots refused to fly the MAX.

The 2006 CBA became “amendable” (open for renegotiation) in 2012. Under the RLA, most CBAs do not “expire” in the ordinary contract sense; rather, the parties must maintain the “status quo” while negotiating a new agreement. Protracted CBA negotiations followed, including a 2016 federal lawsuit SWAPA filed against Southwest, contending that the status quo did not require MAX flying.

SWAPA alleges that, during settlement negotiations, Boeing inserted itself and made key representations to SWAPA to induce agreement to fly the MAX in a new 2016 CBA:

• That the MAX was essentially a more fuel-efficient version of the existing 737 variant; and
• That pilots could fly the MAX without additional training.

SWAPA claims it relied on these statements in agreeing to the 2016 CBA, which expressly required MAX flying. SWAPA then dismissed its federal suit against Southwest. Southwest placed the MAX into service in August 2017.

Following the October 2018 and March 2019 737 MAX crashes (in Indonesia and Ethiopia) and the FAA’s grounding of the MAX, Southwest cancelled large numbers of flights and SWAPA pilots allegedly suffered significant lost wages because they lacked planes to fly.

B. The State-Court Suit Against Boeing

SWAPA sued Boeing in Texas state court, asserting Texas-law causes of action, including:

• Fraudulent misrepresentation,
• Negligent misrepresentation,
• Tortious interference with SWAPA’s business relationship with Southwest (limited to the prospective 2016 CBA relationship, not the 2006 CBA),
• Negligence, and
• Fraud by non-disclosure.

SWAPA sought:

• Damages on its own behalf (lost dues, legal expenses), and
• Damages on behalf of its pilots (principally lost wages from the MAX grounding).

C. Removal Attempt and Federal Remand

Boeing removed the case to federal court, invoking the “complete preemption” doctrine, arguing that the RLA completely preempted SWAPA’s claims because they required interpretation of the CBAs.

The federal district court rejected that contention and remanded:

• It held that, although SWAPA’s claims would require “interpretation of the CBA,” the RLA does not “wholly displace” state-law claims in the way necessary for complete preemption and removal jurisdiction.
• Thus, any preemption would be “ordinary” (a defense on the merits), not “complete” (creating federal jurisdiction).

D. Boeing’s Plea to the Jurisdiction in State Court

On remand, Boeing challenged the trial court’s jurisdiction, contending:

1. The RLA preempts SWAPA’s claims (ordinary/defensive preemption), and
2. SWAPA lacks “associational standing” to seek damages on behalf of individual pilots.

In response to the standing challenge:

• 8,794 pilots executed assignments of their individual claims against Boeing to SWAPA; and
• SWAPA filed these assignments with the court, now asserting it had standing as assignee.

Boeing amended its plea, arguing:

• The assignments were void as against public policy because they were designed to circumvent Texas limits on associational standing and class actions.

The trial court granted Boeing’s plea to the jurisdiction and dismissed SWAPA’s claims with prejudice, without explaining its reasons.

E. The First Appeal

The Dallas Court of Appeals:

• Held that the RLA did not preempt SWAPA’s claims;
• Agreed that SWAPA lacked associational standing to assert pilots’ claims;
• Held that SWAPA had standing to pursue its own organizational claims; and
• Held that the assignments were not void, but did not retroactively confer standing in this case (because standing is judged at filing).

The appellate court:

• Affirmed the dismissal of SWAPA’s representative (associational) claims, but modified that dismissal to be without prejudice (so that the pilots’ assigned claims could be pursued in a separate case), and
• Reversed the dismissal of SWAPA’s own claims and remanded those for further proceedings.

SWAPA had meanwhile filed a second suit as assignee of the pilots’ claims; the trial court dismissed that suit on res judicata grounds, but the court of appeals reversed, and the Texas Supreme Court denied Boeing’s petition for review in that separate case.

In this case, Boeing sought review, challenging:

1. The holding that the RLA does not preempt SWAPA’s claims, and
2. The modification of the judgment to dismiss SWAPA’s representative claims without prejudice (which depended on the validity of the assignments).

SWAPA did not file a cross-petition challenging the ruling that it lacked associational standing, and expressly framed its position before the Supreme Court as suing on its own claims plus its members’ claims as assignee.

III. Summary of the Supreme Court’s Opinion

The Texas Supreme Court:

1. RLA Preemption – Held that the RLA does not preempt SWAPA’s tort claims against Boeing because resolving those claims is not “substantially dependent” on interpreting the 2006 or 2016 CBAs. The CBA is not the “only source” of the rights at issue, and the claims can be decided based on independent state-law duties and factual questions (e.g., what Boeing said and how SWAPA and pilots relied on those statements).
2. Assignments and Standing – Upheld the validity of the pilots’ assignments to SWAPA:
   • Assignments of causes of action are generally valid unless they violate public policy.
   • The assignments here do not “tend to increase and distort litigation” in the manner condemned by Gandy and related cases.
   • The fact that SWAPA will “pass through” recoveries to pilots does not render the assignments invalid.
   • However, as assignee, SWAPA must still prove each individual pilot’s injury, reliance, and damages; it gets no greater rights than the assignors had.
3. Associational Standing Waiver – Because SWAPA did not cross‑petition to challenge the court of appeals’ rejection of associational standing, the Court treats that ruling as final in this case.
4. Procedural Management Left to Trial Court – The Court emphasizes that it is not deciding how thousands of assigned claims should be joined, severed, or tried. Those questions are governed by the Texas Rules of Civil Procedure and are entrusted to the trial court’s discretion.

The Court thus:

• Affirmed the court of appeals’ remand for further proceedings on SWAPA’s own claims;
• Approved the modified dismissal of the representative claims without prejudice based on the validity of the assignments; and
• Left for another day the trial management of the pilots’ assigned claims in the separate case.

IV. Detailed Analysis

A. Railway Labor Act Preemption

1. The RLA Framework: Major vs. Minor Disputes and Preemption

The Railway Labor Act (45 U.S.C. § 151 et seq.) is a federal statute originally enacted to regulate labor relations in the railroad industry and later extended to airlines. Its key purposes (45 U.S.C. § 151a) include:

• Avoiding interruptions to commerce and carrier operations,
• Protecting employees’ rights to organize, and
• Providing a mechanism for the prompt and orderly settlement of disputes concerning rates of pay, rules, working conditions, and grievances.

The Supreme Court’s RLA jurisprudence distinguishes:

• “Major” disputes – Concern the formation of CBAs or efforts to secure them (e.g., negotiations over new contract terms). See Consolidated Rail Corp. v. Railway Labor Executives’ Ass’n, 491 U.S. 299, 302 (1989).
• “Minor” disputes – Concern grievances and the interpretation or application of existing CBAs (e.g., what does a particular provision mean in a particular situation?). See Hawaiian Airlines, Inc. v. Norris, 512 U.S. 246, 252‑53 (1994).

Under the RLA, minor disputes must be resolved through mandatory arbitration before an adjustment board; judicial forums are largely ousted in favor of this arbitral scheme. See 45 U.S.C. §§ 153, 184.

To protect uniform interpretation of CBAs and to prevent state courts from undermining the federal arbitral regime, the Supreme Court has held:

• The RLA (like § 301 of the LMRA) preempts state-law claims that depend on the interpretation of a CBA. See Hawaiian Airlines; Lingle v. Norge Div. of Magic Chef, Inc., 486 U.S. 399 (1988).
• Conversely, claims that assert rights “independent of” the CBA—rights created by state law that can be enforced without interpreting CBA terms—are not preempted. Lingle, 486 U.S. at 409–10.

The central test: Is the state-law claim’s resolution “substantially dependent upon analysis of the terms of” the CBA? If yes, preemption; if no, the claim survives. Allis‑Chalmers Corp. v. Lueck, 471 U.S. 202, 220 (1985).

2. Boeing’s Preemption Theory

Boeing argued that SWAPA’s claims could not be adjudicated without interpreting the CBAs, because:

• To prove causation and damages, SWAPA would allegedly have to show that, but for Boeing’s misrepresentations, the pilots would not have been obligated to fly the MAX—an obligation that, according to Boeing, already existed under the 2006 CBA’s aircraft-type provisions.
• Thus, the court would need to interpret both the 2006 CBA (to determine pre‑2016 obligations regarding the MAX) and the 2016 CBA (to evaluate any change in obligations and resulting damages).

In Boeing’s view, because at least some elements of SWAPA’s tort claims (particularly causation and injury) depended on determining the pilots’ CBA rights and duties, the claims amounted to a “minor dispute” under the RLA and were preempted.

3. The Court’s Application of the Lingle / Hawaiian Airlines Test

The Court focuses on the elements of the state-law claims—fraudulent misrepresentation, negligent misrepresentation, and tortious interference with a prospective business relation (the 2016 CBA).

To simplify:

• Fraudulent misrepresentation requires proof of:
  • A material misrepresentation,
  • Made knowingly or recklessly,
  • Intended to be acted on,
  • Actually relied on by the plaintiff, and
  • Resulting injury. See Formosa Plastics Corp. USA v. Presidio Eng’rs & Contractors, Inc., 960 S.W.2d 41, 47–48 (Tex. 1998).
• Negligent misrepresentation similarly requires:
  • False information supplied in the course of business,
  • Lack of reasonable care,
  • Justifiable reliance, and
  • Pecuniary loss. See JPMorgan Chase Bank, N.A. v. Orca Assets G.P., 546 S.W.3d 648, 653–54 (Tex. 2018).
• Tortious interference with a prospective business relationship requires:
  • A reasonable probability of entering into a business relationship (here, a new CBA),
  • Intentional and independently tortious interference,
  • Proximate cause, and
  • Actual damages. See Coinmach Corp. v. Aspenwood Apartment Corp., 417 S.W.3d 909, 923 (Tex. 2013).

Crucially, SWAPA’s core theory is that:

• SWAPA and Southwest were engaged in open, ongoing negotiations for a new CBA after 2012 (when the 2006 CBA became “amendable”);
• SWAPA was under no obligation to agree in the 2016 CBA that pilots would fly the MAX, regardless of any arguable interpretation of the 2006 CBA;
• Boeing’s misrepresentations induced SWAPA to agree in the 2016 CBA to terms it otherwise would not have accepted; and
• Those induced terms led to pilots’ participation in MAX operations and to wage losses when the aircraft was grounded.

Under this framing:

• SWAPA does not contest the meaning of the 2016 CBA—it accepts that the 2016 CBA obligated pilots to fly the MAX.
• The key questions are factual and causal: What did Boeing say? Did SWAPA and its members rely on those representations? Would SWAPA have agreed to fly the MAX in the 2016 CBA absent those representations? What damages resulted?

The Court reasons that answering those questions does not require interpreting the 2006 CBA’s aircraft-list terms. Even if the 2006 CBA did arguably permit or require flying the MAX:

• SWAPA had no obligation to agree to the same or greater obligations in the 2016 CBA; and
• SWAPA’s alleged injury lies in being induced to accept terms in 2016 that it otherwise would have resisted or traded away.

Thus, the CBA is not the “only source” of the right asserted. The rights at issue—freedom from fraud and from unlawful interference with negotiations—derive from state tort law, not the CBA. The Court emphasizes:

“[E]ven if dispute resolution pursuant to a collective-bargaining agreement, on the one hand, and state law, on the other, would require addressing precisely the same set of facts, as long as the state-law claim can be resolved without interpreting the agreement itself, the claim is ‘independent’ of the agreement for … pre-emption purposes.” (quoting Lingle, 486 U.S. at 409–10) (emphasis added).

4. “Purely Factual Questions” vs. CBA Interpretation

The Court underscores that determining parties’ mindsets and motives—what Boeing represented, what SWAPA believed, what it would have done absent those statements—are “purely factual questions” that do not require CBA interpretation.

The Court carefully notes what it is not deciding:

• It does not decide whether Boeing actually made misrepresentations,
• Nor whether those misrepresentations in fact induced SWAPA and pilots to agree to the MAX provisions,
• Nor whether SWAPA and the pilots suffered legally cognizable damages.

Those are merits questions for remand. What matters for preemption is that these factual disputes can be resolved without construing the CBA’s legal meaning.

5. Relationship to the Federal Court’s Remand Ruling

Boeing pointed to the federal district court’s statement that SWAPA’s claims would “require interpretation of the CBA.” The Texas Supreme Court responds:

• That statement was not essential to the federal court’s holding that the RLA does not “completely preempt” state-law claims and thus does not create removal jurisdiction.
• Both parties agreed in the federal court that “complete preemption” was the only relevant question there, and the district court’s observation about CBA interpretation was at most dictum.
• State courts are not bound by that dictum in addressing ordinary (defensive) preemption.

The Texas Supreme Court thus independently applies the Lingle/Hawaiian Airlines standard and reaches a different conclusion as to whether interpretation is required.

6. The Unresolved Question: Does RLA Preemption Reach Third-Party Disputes?

An important feature of the opinion is what it declines to decide. SWAPA argued that the RLA’s preemption mechanisms apply only to disputes between:

• A carrier (employer) and its employees, or
• Groups of employees and carriers,

and therefore not to a union’s dispute with a third‑party manufacturer like Boeing.

Textually, there is support for this narrow reading in 45 U.S.C. §§ 181, 184, 185, which repeatedly refer to disputes “between an employee or group of employees and a carrier” or “between said carriers … and its or their employees.”

However, the opinion notes that “the vast majority of courts” have extended RLA/LMRA preemption to state-law claims involving third parties where resolving those claims would require CBA interpretation. The Court cites numerous federal circuit decisions, including:

• Healy v. Metropolitan Pier & Exposition Authority, 804 F.3d 836 (7th Cir. 2015) (LMRA preemption of tortious interference claims against a third party),
• Anderson v. Aset Corp., 416 F.3d 170 (2d Cir. 2005),
• Kimbro v. Pepsico, Inc., 215 F.3d 723 (7th Cir. 2000),
• Baylis v. Marriott Corp., 906 F.2d 874 (2d Cir. 1990),
• and RLA cases such as Kaufman v. Allied Pilots Ass’n, 274 F.3d 197 (5th Cir. 2001), and Bhd. Ry. Carmen v. Missouri Pacific R.R., 944 F.2d 1422 (8th Cir. 1991).

Those cases sometimes produce a “remedial gap,” where state-law claims are preempted but the federal statute does not provide an alternative cause of action, leaving plaintiffs without a remedy.

The Texas Supreme Court finds it unnecessary to enter that debate because, under its analysis, even assuming RLA preemption extends to third-party disputes, SWAPA’s claims do not require CBA interpretation. That narrow holding avoids deciding whether unions can ever sue third parties in state court when a CBA is implicated.

B. Assignments, Standing, and Public Policy

1. The Standing Landscape: Associational Standing vs. Assignment

Two distinct doctrines are at play:

1. Associational standing – Under Texas Association of Business v. Texas Air Control Board, 852 S.W.2d 440 (Tex. 1993), and Bus. Orgs. Code § 252.007(b), an association can sue on its members’ behalf if:
   • Members would have standing to sue individually,
   • The interests at stake are germane to the association’s purpose, and
   • Neither the claim nor the relief requires participation of individual members in the lawsuit.
   If individualized proof of injury or damages is necessary, associational standing is generally unavailable.
2. Assignment-based standing – Under Texas contract and assignment law, a person or entity may acquire standing by taking an assignment of another’s legal claim. The assignee “steps into the shoes” of the assignor and may sue in its own name, subject to all defenses and proof requirements that would apply to the assignor. See Jackson v. Thweatt, 883 S.W.2d 171, 174 (Tex. 1994); Southwestern Bell Tel. Co. v. Marketing on Hold Inc., 308 S.W.3d 909, 916 (Tex. 2010).

In this case:

• The court of appeals held SWAPA lacked associational standing because the claims and damages would require participation by individual pilots.
• SWAPA did not cross‑petition to challenge that ruling in the Supreme Court and expressly disclaimed reliance on associational standing, instead adopting the position that it was suing on its own claims plus pilots’ claims as assignee.

The Supreme Court therefore treats associational standing as a closed issue in this case and does not reach its merits. The question is whether the assignments themselves are valid under Texas public policy.

2. General Rule: Assignability of Causes of Action

Texas law permits assignments of causes of action unless:

• The nature of the claim is “personal and punitive,” or
• The assignment violates a particular public policy articulated by statute or precedent.

The Court draws on:

• Henry S. Miller Commercial Co. v. Newsom, Terry & Newsom, LLP, 709 S.W.3d 562 (Tex. 2024) – Reaffirming that causes of action are generally assignable unless contrary to public policy.
• State Farm Fire & Cas. Co. v. Gandy, 925 S.W.2d 696 (Tex. 1996) – Invalidating certain judgment assignments coupled with Mary Carter–style agreements that “tend to increase and distort litigation.”
• Cases limiting assignment of “personal and punitive” claims, such as:
  • PPG Indus., Inc. v. JMB/Houston Ctrs. Partners Ltd. P’ship, 146 S.W.3d 79 (Tex. 2004) (DTPA claims not assignable);
  • Texas Medical Resources, LLP v. Molina Healthcare of Texas, Inc., 659 S.W.3d 424 (Tex. 2023) (unfair-settlement claims unassignable).

3. Boeing’s Public-Policy Argument

Boeing contended that the pilots’ assignments are void because:

• Their “sole purpose” is to “circumvent” the Legislature’s associational-standing framework in Bus. Orgs. Code § 252.007(b) and the class-action requirements of Texas Rule of Civil Procedure 42.
• The assignments are “pass-through” in the sense that SWAPA is obligated to distribute any recovery proportionately to pilots based on W‑2 earnings.
• This structure, Boeing argued, is functionally equivalent to a prohibited representative action without satisfying statutory or rule-based safeguards (e.g., adequacy of representation, notice to class members, predominance and typicality).

The dissent (as referenced by the majority) agreed with Boeing that the assignments improperly circumvent the Legislature’s limits on associational standing and class procedures.

4. The Court’s Rejection of the Public-Policy Challenge

The Court finds no basis to declare the assignments void:

1. No inherent distortion of litigation. Unlike the scenarios in Gandy and Elbaor v. Smith, 845 S.W.2d 240 (Tex. 1992) (Mary Carter agreements), there is no structure here that:
   • Realigns parties as “nominal adversaries” with collusive interests,
   • Creates incentives to inflate the judgment against a non-settling defendant, or
   • Misleads the jury about the real parties in interest.
   SWAPA is genuinely adverse to Boeing; there is no allegation of a collusive settlement with another defendant.
2. Efficiency rather than complexity. The assignments may actually reduce litigation complexity:
   • The alternative is potentially 10,000 individual suits by pilots against Boeing.
   • Centralizing claims in an assignee that negotiated the allegedly induced CBA terms could promote consistency and judicial economy.
   • Whether, and to what extent, claims should ultimately be joined, consolidated, or severed is a matter of trial court discretion.
3. Nature of the claims: property-based and remedial. The pilots’ tort claims for lost wages are “property-based and remedial,” not “personal and punitive.” They are akin to economic-loss claims, which Texas generally treats as assignable. There is no categorical bar like the one applied to DTPA or unfair-settlement claims.
4. SWAPA is not a “stranger/entrepreneur”. Drawing on Southwestern Bell v. Marketing on Hold, the Court notes:
   • SWAPA is not a litigation “entrepreneur” unrelated to the underlying dispute; it is the union that negotiated the CBA allegedly induced by Boeing’s misrepresentations.
   • It has direct knowledge of the negotiations and a substantial stake in the outcome.
5. Pass-through assignments are historically permissible. The Court cites Sprint Communications Co. v. APCC Services, Inc., 554 U.S. 269 (2008), which upheld the standing of assignees who had promised to remit all recoveries to the original claim owners. The Supreme Court traced the long history of “pass-through” suits by assignees and confirmed that such arrangements are “amenable to, and resolved by, the judicial process.” There is no rule that an assignee must keep the proceeds to have legitimate standing.
6. No statutory prohibition on assignments to associations. While Bus. Orgs. Code § 252.007(b) imposes limits on when an association can sue as a representative of its members, the Legislature has:
   • Not prohibited members from assigning their claims to their association; and
   • Not stated that assignments to associations are invalid when associational standing is unavailable.
   The Court is unwilling to infer such a prohibition where the Legislature has remained silent.

The Court synthesizes these points to conclude that the assignments:

• Do not fall within the public-policy concerns articulated in Gandy and related cases, and
• Are therefore valid, conferring standing on SWAPA to sue as assignee.

5. The Limits: SWAPA Must Prove Each Individual Pilot’s Claim

The Court is emphatic that SWAPA, as assignee, gets no more than the pilots’ rights:

• “The assignee of a claim ‘owns [the claim], controls its prosecution, and is entitled to any recovery’ … but may only prevail by proving the defendant’s liability to the assignor and the damages the assignor sustained.”
• Assignments “do not relieve the assignee from the burden of proving what the assignor would have to prove.”

Applied here:

• To recover for a particular pilot’s fraud or negligent misrepresentation claim, SWAPA must show that that pilot:
  • Relied (directly or through SWAPA as bargaining agent) on Boeing’s misrepresentations, and
  • Sustained specific, quantifiable wage losses causally linked to those misrepresentations.
• The same individualized proof is necessary for each pilot’s tortious interference damages.

This underscores the difference between:

• Associational standing – Where individualized damages can defeat standing; and
• Assignment-based standing – Where individualized damages must still be proven, but standing is secured by transfer of legal title to the claims.

In effect, the Court permits aggregation of ownership of claims in SWAPA, but makes clear that this does not magically transform thousands of individualized claims into a single, generic “representative” claim. Procedural management remains necessary.

6. Procedural Tools: Joinder, Consolidation, Severance, Separate Trials

The Court points to existing Texas rules as the mechanisms for managing thousands of assigned claims:

• Rule 39 – Joinder of necessary and indispensable parties.
• Rule 40 – Permissive joinder; courts may order separate trials to prevent embarrassment, delay, or undue expense.
• Rule 41 – Consolidation and severance of claims “on such terms as are just.”
• Rule 174 – Consolidation “to avoid unnecessary costs or delays” and separate trials “in furtherance of convenience or to avoid prejudice.”

Citing cases such as Womack v. Berry, 291 S.W.2d 677 (Tex. 1956), F.F.P. Operating Partners, L.P. v. Duenez, 237 S.W.3d 680 (Tex. 2007), and Sealy Emergency Room, L.L.C. v. Free Standing Emergency Room Managers of America, L.L.C., 685 S.W.3d 816 (Tex. 2024), the Court reiterates:

• Trial courts have broad—but not unlimited—discretion to sever or consolidate claims to avoid prejudice and promote convenience and justice.
• An appellate court will overturn such rulings only for abuse of discretion.

The Court, however, expressly declines to prescribe a trial plan or decide whether the separate “assignee” suit must be consolidated with this case. Those are left to the trial court on remand.

7. No “Circumvention” of Class or Associational Mechanisms

Responding to the dissent’s concern that assignments “circumvent” associational standing and class-action safeguards, the majority states:

• Associational standing, class actions, and assignment-based standing are alternative, co-existing pathways to standing, as recognized in cases like Warth v. Seldin, 422 U.S. 490, 515 (1975).
• Each pathway has distinct requirements; the availability of one does not negate the others.
• The fact that SWAPA has chosen to proceed as assignee (and thereby accept the burdens of individualized proof and procedural management) does not “circumvent” anything.

The key constraint the Court imposes:

“SWAPA may not rely on the assignments as a means to circumvent the statutory and procedural requirements for associational standing.”

That is, SWAPA cannot, under the guise of assignments, try to litigate in a purely representative fashion without proving each assigned claim. The trial court must ensure that SWAPA actually proceeds as assignee, not as a de facto class representative without class certification.

C. Precedents and Their Influence on the Decision

1. Federal Labor Preemption Cases

• Hawaiian Airlines, Inc. v. Norris, 512 U.S. 246 (1994)
  • Held that the RLA does not preempt state-law claims that do not require interpretation of a CBA, even if the same facts are involved.
  • Emphasized that the RLA says nothing about “the substantive rights a State may provide to workers” when those rights are independent.
  • Texas Supreme Court adopts its “independent of” and “only source” language and framework for this case.
• Lingle v. Norge Div. of Magic Chef, Inc., 486 U.S. 399 (1988)
  • Interpreting LMRA § 301, held that state-law retaliatory discharge claim was not preempted because it could be resolved without interpreting the CBA.
  • Articulated the “purely factual questions” principle and the “substantially dependent upon analysis of the terms of” test used by the Texas Court.
• Allis-Chalmers Corp. v. Lueck, 471 U.S. 202 (1985)
  • Introduced the “substantially dependent” test and held that claims that are essentially CBA-based are preempted.
  • Texas Court uses this framework to mark the boundary beyond which state tort claims cannot go.
• Local 174, Teamsters v. Lucas Flour Co., 369 U.S. 95 (1962)
  • Stressed the need for uniform interpretation of CBAs to avoid “uncertainty and instability.”
  • Provides the preemption rationale the Court acknowledges but finds inapplicable here.
• International Ass’n of Machinists v. Central Airlines, Inc., 372 U.S. 682 (1963)
  • Reinforced the need for national uniformity in interpreting CBAs under federal labor law.
  • Texas Supreme Court cites this in explaining why CBA-interpretation claims are preempted, but holds that SWAPA’s claims fall outside that category.

2. Texas Public-Policy-on-Assignments Cases

• State Farm Fire & Cas. Co. v. Gandy, 925 S.W.2d 696 (Tex. 1996)
  • Invalidated certain insurance assignments where a defendant assigned its claims against its insurer to a plaintiff in exchange for a covenant not to execute, leading to distorted incentives.
  • Articulated the concern with assignments that “tend to increase and distort litigation” and produce collusion.
  • Boeing invoked Gandy; the Court distinguished it sharply, finding no comparable structural distortion here.
• Elbaor v. Smith, 845 S.W.2d 240 (Tex. 1992)
  • Condemned Mary Carter agreements that misaligned litigation incentives and concealed real-party interests from juries.
  • Helps define the type of “collusive” structures that are void as against public policy.
• Henry S. Miller Commercial Co. v. Newsom, Terry & Newsom, LLP, 709 S.W.3d 562 (Tex. 2024)
  • Reaffirmed that causes of action are generally assignable unless expressly prohibited by statute or public policy.
  • The Court relies on this principle to uphold the SWAPA assignments as within the general rule.
• Southwestern Bell Tel. Co. v. Marketing on Hold Inc., 308 S.W.3d 909 (Tex. 2010)
  • Upheld assignments to a third party that then sought to serve as a class representative.
  • Introduced the “stranger/entrepreneur” concept, used here to show that SWAPA, as the negotiating union, is not a problematic outsider.
• PPG Industries, Inc. v. JMB/Houston Ctrs. Partners Ltd. P’ship, 146 S.W.3d 79 (Tex. 2004)
  • Held that DTPA claims are not assignable because they are designed to protect consumers personally and have punitive elements.
  • Helps define the category of “personal and punitive” claims that cannot be assigned, which the Court contrasts with the remedial wage-loss claims here.
• Texas Medical Resources, LLP v. Molina Healthcare of Texas, Inc., 659 S.W.3d 424 (Tex. 2023)
  • Held unfair-settlement claims to be unassignable.
  • Again reinforces that some claims, closely tied to personal rights or punitive policies, fall outside the general assignability rule.

3. Procedural Discretion Cases

• Womack v. Berry, 291 S.W.2d 677 (Tex. 1956); F.F.P. Operating Partners, L.P. v. Duenez, 237 S.W.3d 680 (Tex. 2007); In re Ethyl Corp., 975 S.W.2d 606 (Tex. 1998)
  • These cases establish the broad discretion of trial courts to sever and consolidate claims to avoid prejudice and promote convenience and justice.
  • The Court invokes them to reassure that the procedural challenges of managing thousands of claims can be addressed with existing tools.

D. Complex Concepts Simplified

1. Complete Preemption vs. Ordinary Preemption

• Complete preemption:
  • Occurs when Congress so completely occupies a field that any state-law claim in that field is “really” a federal claim.
  • Allows a defendant to remove a state case to federal court even if the complaint does not mention federal law (e.g., LMRA § 301, ERISA § 502(a)).
  • In this case, the federal district court held the RLA does not operate this way; it does not create removal jurisdiction via complete preemption.
• Ordinary (defensive) preemption:
  • Is raised as a defense in either state or federal court: “Even if your claim is state-law in form, federal law overrides and nullifies it.”
  • Does not itself create federal jurisdiction; the case can remain in state court unless some other basis for federal jurisdiction exists.
  • Here, Boeing argued RLA ordinary preemption; the Texas Supreme Court rejects that argument because the claims do not require CBA interpretation.

2. Major vs. Minor Disputes Under the RLA

• Major disputes:
  • Concerns: Proposals to create or change CBAs (formation of new agreements).
  • Process: Mediation and potentially self‑help (strikes/lockouts) after exhausting procedures.
• Minor disputes:
  • Concerns: Interpretation or application of existing CBAs (e.g., grievances).
  • Process: Mandatory arbitration before an adjustment board; courts are largely excluded.
  • Preemption: Claims that are really about interpreting existing CBA provisions are treated as minor disputes and preempted.
• In this case:
  • Boeing claimed SWAPA’s tort claims are effectively minor disputes about what the CBAs required.
  • The Court disagreed, viewing them as independent state-law claims arising from alleged misrepresentations made to induce formation of the 2016 CBA—not as disputes about how to interpret an existing CBA term.

3. Associational Standing vs. Class Actions vs. Assignment-Based Standing

• Associational standing (e.g., § 252.007(b)):
  • Association sues on behalf of members.
  • Key limit: Claims cannot require individualized member participation (e.g., individualized damages, individual reliance).
  • Good for declaratory or injunctive relief; less suited for many individualized damages claims.
• Class actions (Tex. R. Civ. P. 42):
  • One or a few plaintiffs sue as representatives for similarly situated class members.
  • Requires court certification based on numerosity, typicality, commonality, adequacy of representation, and predominance/superiority (for damages classes).
  • Judgments bind absent class members.
• Assignment-based standing:
  • Individual claim owners transfer their claims to another party (assignee).
  • The assignee becomes the real party in interest; there is no need for class certification.
  • But the assignee must prove each assigned claim as if the original owner were litigating individually.
• In this case:
  • Associational standing is unavailable (and waived as an issue on appeal).
  • No class action has been sought.
  • SWAPA proceeds as assignee; this is legitimate, but it does not sidestep the need for individualized proof or the trial court’s procedural management role.

4. CBA “Amendable” Status and “Status Quo” Obligations

• Under the RLA, CBAs rarely “expire” outright. Instead:
  • They become “amendable” at a specified date.
  • Both sides then negotiate for new terms.
  • The “status quo” must be maintained during bargaining, under the RLA’s integrated scheme to avoid disruptions. See Detroit & Toledo Shore Line R.R. v. United Transp. Union, 396 U.S. 142 (1969).
• Southwest and SWAPA disputed whether the 2006 CBA’s “status quo” permitted Southwest to require pilots to fly the MAX before a new agreement.
• The key insight for preemption:
  • Regardless of that dispute, once in negotiations for a new CBA, SWAPA had no duty to accept MAX flying in the 2016 CBA.
  • SWAPA’s claim is that Boeing’s misrepresentations improperly influenced its willingness to adopt certain new terms—not that the CBA required or prohibited something under the prior “status quo.”

V. Potential Impact of the Opinion

A. On Labor and Employment Litigation Under the RLA in Texas

The decision clarifies that:

• State-law tort claims by unions or employees against third parties—for example, manufacturers, consultants, or other entities involved in labor negotiations—are not automatically preempted by the RLA merely because a CBA exists in the background.
• Courts must carefully examine whether resolving the specific claims requires interpreting CBA terms, not simply whether the CBA is relevant context.
• When a union alleges it was fraudulently induced to agree to certain CBA terms, and the dispute can be decided by reference to general tort principles and factual questions, state courts retain jurisdiction.

This tends to preserve a zone of state-court authority over independent state-law rights—like freedom from fraud—without undermining the federal arbitral mechanisms for true “minor disputes” about CBA meaning.

B. On Third-Party Liability in Collective Bargaining Contexts

Manufacturers and third-party advisors increasingly participate in negotiations surrounding complex industrial equipment, safety features, and operational changes. This opinion signals that:

• Where such third parties make representations that allegedly induce unions or employers to adopt particular CBA terms, they may face state tort exposure in Texas courts if the claims do not hinge on interpreting the CBA.
• The RLA’s preemptive reach is not so broad as to insulate non-carrier third parties from all state-law accountability simply because a CBA is involved.

C. On Union Strategies for Aggregating Member Claims

The Court’s validation of large-scale assignments to a union is significant:

• It confirms that unions and associations in Texas may, in appropriate circumstances, use assignments to centralize litigation on behalf of many members.
• However, this is not a shortcut:
  • The union must still prove each member’s individual injury and damages.
  • Trial courts retain tools to manage unwieldy consolidation or to sever claims to avoid prejudice.
• This approach may be particularly attractive where:
  • Associational standing is unavailable due to individualized damages; and
  • Class certification is uncertain or disfavored.

At the same time, the Court’s careful insistence that SWAPA cannot use assignments to “circumvent” statutory limits on associational suits serves as a warning: assignments are valid, but will not convert individualized claims into a de facto class action without compliance with Rule 42 if class-wide relief is sought.

D. On National RLA Jurisprudence

While the RLA is federal and U.S. Supreme Court precedent is controlling, state courts frequently adjudicate RLA-preemption issues in the first instance. This opinion:

• Aligns closely with the Supreme Court’s approach in Hawaiian Airlines and Lingle, emphasizing factual versus interpretive questions.
• Resists overbroad readings of “interpretation” that would sweep into federal preemption any state-law claim arising in a unionized context.

Although not binding on federal courts, Boeing v. SWAPA adds persuasive authority and a concrete, modern example—in the high-profile 737 MAX context—of how to:

• Distinguish between claims that challenge CBA terms and those that challenge external conduct (like fraud) that influenced negotiations; and
• Preserve state-law remedies without intruding on the RLA’s arbitral domain.

E. On the 737 MAX Litigation Environment

More broadly, this decision:

• Ensures that state courts in Texas remain open for certain tort claims by unions and employees arising from the 737 MAX grounding, at least where CBA interpretation is not central.
• Potentially increases Boeing’s exposure to union-based and assignment-based suits, though each claim’s success will depend on proof of misrepresentation, reliance, and damages.

It also underscores that post-crisis liability for complex aviation products may involve not only passengers, airlines, and regulators, but also unions negotiating operational terms allegedly influenced by manufacturers’ representations.

VI. Conclusion

The Boeing Company v. SWAPA establishes two key principles in Texas law with broader resonance in labor and assignment jurisprudence:

1. Limits on RLA Preemption: State-law tort claims by a union against a third party are not preempted by the Railway Labor Act unless their resolution is “substantially dependent” on interpreting a collective bargaining agreement. Even if the CBA provides context or background, and even if the same facts underlie both CBA grievances and state tort claims, preemption does not attach where the court can adjudicate the claim by applying general state-law standards to factual questions without construing CBA terms.
2. Validity of Union Member Claim Assignments: Union members may assign their individual economic-loss claims to their union without offending Texas public policy, even on a large scale, and even where the union intends to pass through recoveries to members. Such assignments do not inherently distort litigation or circumvent associational or class procedures, provided the union proceeds as assignee—proving each individual claim and subject to standard joinder, severance, and trial-management rules.

Taken together, these holdings preserve important state-law remedies in the shadow of federal labor law, clarify the interplay between different standing mechanisms, and provide a careful blueprint for handling mass assignments in high-stakes, union-related litigation. The opinion respects both the RLA’s goal of uniform CBA interpretation and Texas’s longstanding preference for broad assignability of claims, while expressly leaving complex procedural questions for trial courts to manage under existing rules.