Only the CBA’s Named Parties May Demand Arbitration: Representative’s Signature Alone Does Not Confer Party Status

Introduction

In Matter of Village of Walden v. Teamsters Local Union No. 445, the Appellate Division, Second Department, addressed who may invoke an arbitration clause in a public-sector collective bargaining agreement (CBA) governing General Municipal Law § 207-c benefits for police officers. The Village of Walden sought to permanently stay arbitration demanded not by its CBA counterpart, the Village of Walden Police Benevolent Association (the Association or PBA), but by the Association’s affiliating union, Teamsters Local Union No. 445 (Local 445). The core issue was whether Local 445—by virtue of an affiliation agreement with the PBA and the appearance of a Local 445 representative’s signature on the CBA signature page—was itself a “party” to the CBA with independent authority to file a Step 3 PERB arbitration demand in its own name.

The Second Department reversed the Supreme Court, permanently staying the arbitration. It held that Local 445 was not a party to the CBA and, absent a clear, explicit, and unequivocal agreement to arbitrate disputes between the Village and Local 445, the union could not compel arbitration in its own right. The opinion draws a sharp doctrinal line between (i) a representative’s role and signature and (ii) party status under a CBA, and it clarifies that an affiliation arrangement does not—without more—transfer the Association’s exclusive CBA rights to the affiliated union.

Summary of the Opinion

The Second Department held:

Local 445 is not a party to the CBA; the CBA is expressly “between” the Village and the Association, and its text consistently assigns Step 3 arbitration decisions to the Association, not to an affiliated union or to individual grievants.
The presence of Local 445’s representative’s signature on the CBA’s signature page does not, standing alone, make Local 445 a party to the agreement. Read in context, the signature was that of an “authorized representative” of the Association, just as the mayor and village manager signed as authorized representatives of the Village.
The parties’ 2021 memorandum of agreement (MOA) extending the expired CBA to 2025 did not add Local 445 as a party; it was executed only by the Village and the Association.
The 2009 affiliation agreement limited Local 445’s role to providing specified services “at the request of the Association,” including arbitration of “meritorious” § 207-c claims “as determined by the Association,” confirming that the Association—not Local 445—retained the authority to decide whether to arbitrate.
Past practice did not make Local 445 a CBA party. Prior arbitration demands were filed in the Association’s name with Local 445 listed as the representative contact, whereas the present demand was filed by Local 445 “as such” with no reference to the Association.
The Village was not collaterally estopped from raising this argument by its failure to assert it in prior litigation concerning the same officer.
Recognizing Local 445 as a CBA “party” would risk undermining the Association’s exclusive representational status and could lead to usurpation of bargaining rights reserved to the Association.

Accordingly, the court reversed, granted the petition to permanently stay arbitration, and denied Local 445’s cross-petition to compel arbitration. Two Justices dissented, arguing that Local 445 should be permitted to invoke arbitration on behalf of the Association and its members consistent with the parties’ relationship and past dealings.

Analysis

Precedents Cited and Their Influence

Glasser v. Price, 35 AD2d 98, and CPLR 7503(c):
The court reiterated the bedrock rule that only a party to the contract to arbitrate may serve a demand for arbitration. This framed the threshold inquiry: Is Local 445 a party to the CBA?
County of Westchester v. Mahoney, 56 NY2d 756; Matter of Town of New Castle v. L’Eplattenier, 236 AD2d 415:
These decisions reinforce that the right to compel arbitration is reserved to the designated parties to the agreement. The Second Department applied this to conclude that Local 445, not being a designated party, could not compel arbitration in its own name.
County of Onondaga v. U.S. Sprint Communications Co., 192 AD2d 1108:
Generally, nonparties cannot compel arbitration unless the agreement expressly permits it. No such provision existed here.
God’s Battalion of Prayer Pentecostal Church, Inc. v. Miele Assoc., LLP, 6 NY3d 371; Matter of Waldron [Goddess], 61 NY2d 181; Matter of Jalas v. Halperin, 85 AD3d 1178:
Arbitration requires a clear, explicit, and unequivocal agreement. The absence of any explicit Village–Local 445 arbitration commitment was fatal to Local 445’s position.
150 Broadway N.Y. Assoc., L.P. v. Bodner, 14 AD3d 1; Selinger Enters., Inc. v. Cassuto, 50 AD3d 766; D’Angelo v. State of New York, 285 App Div 29:
Signatures must be read in context. Not every signatory is a party; representatives and counsel often sign agreements without becoming independent parties. This supported the conclusion that Local 445’s signature reflected representative capacity for the Association, not party status.
In re Artha Mgt., Inc., 91 F3d 326 (2d Cir):
It is common for contracts to include signature lines for parties and for their legal or bargaining representatives. This context defeats any presumption that a representative’s signature confers party status.
Esquire Div. of L. Greif & Bros. [Div. of Genesco] v. Finley, 54 AD2d 869:
Where there is no writing requiring arbitration between these particular parties, arbitration cannot be compelled. The court invoked this principle to underscore the absence of any Village–Local 445 arbitration agreement.
Ryan v. New York Tel. Co., 62 NY2d 494:
Collateral estoppel does not arise merely because a party failed to raise a particular argument in prior litigation. The Village was not barred from asserting Local 445’s lack of status here.
Dissent’s authorities (e.g., Hirschfeld Prods. v. Mirvish, 218 AD2d 567, affd 88 NY2d 1054; Matter of Sholgen [Lipsett, Inc.], 14 Misc 2d 296):
The dissent drew on cases concerning apparent authority or representative action. The majority distinguished the present record, which lacked any assertion that Local 445 acted as the Association’s agent in filing the demand, and instead featured Local 445’s insistence that it possessed independent party status.

Legal Reasoning

The court’s reasoning proceeds from contract text to context, with particular attention to the CBA’s structure, the 2021 extension, and the affiliation agreement:

Contract text and party designation:
The CBA’s title page states it is an “AGREEMENT Between VILLAGE OF WALDEN and VILLAGE OF WALDEN POLICE BENEVOLENT ASSOCIATION, INC.” No rights or obligations are assigned to Local 445 anywhere in the CBA’s operative provisions. Article 1 expressly recognizes the Association as the “sole and exclusive representative.” Article 13’s grievance procedure reserves the Step 3 arbitration election to “the Association,” not to an affiliated union or to the individual grievant.
Signature page, read in context:
The signature block begins: the “parties have caused this Agreement to be executed by their authorized representatives.” Beneath appear the Village’s officials and, under “For the P.B.A./UNION,” the Association’s president and “Thomas Miller, Local 445.” The court read this as two authorized representatives for each party, not as designating Local 445 itself as a third party to the contract.
2021 MOA extension:
The MOA extending the expired CBA (2018–2025) was executed by the Village and the Association alone. It did not name or include Local 445 as a party, nor did it alter the grievance/arbitration provisions. This clarified that whatever representative signatures appeared in 2015 did not elevate Local 445 to party status.
Affiliation agreement limits:
The 2009 affiliation agreement confined Local 445’s role to providing enumerated services “at the request of the Association,” including pursuing arbitrations of § 207-c claims deemed meritorious “as determined by the Association.” This language confirms the Association’s decisional authority over whether to arbitrate and negates any suggestion that Local 445 could demand arbitration unilaterally “as such.”
Past practice:
In prior grievances, arbitration demands were filed in the Association’s name with Local 445 identified as the representative for correspondence. Here, by contrast, Local 445 filed in its own name and omitted the Association entirely. The record therefore did not support a custom of treating Local 445 as a CBA party for arbitration purposes.
Agency theory explicitly disclaimed:
Crucially, Local 445 did not argue it was acting as the Association’s agent when it filed the PERB demand; it consistently asserted its own independent right to demand arbitration as a supposed party to the CBA. The court emphasized that the appeal “does not implicate the Association’s right to be represented by Local 445,” because there was no evidence the Association had requested or authorized the demand on its behalf.
Policy considerations:
Treating Local 445 as a CBA party could enable it to lay claim to broader rights reserved to the Association—wages, hours, working conditions, and benefits—contrary to Article 1’s exclusive-representation clause. The court declined to create that risk without clear contractual authorization.

Impact

This decision has several practical and doctrinal consequences in New York public-sector labor relations:

Party status vs. representation clarified:
An affiliating union’s role as representative—even when acknowledged by signature—does not make it a “party” to the CBA. Only the entities identified in the agreement as parties can unilaterally invoke arbitration.
Agency must be explicit:
If an affiliated union wishes to file an arbitration demand, it should do so expressly as agent of the CBA party (here, the Association), with clear documentation that the Association requested or authorized the filing. Absent that posture, a demand in the affiliate’s own name is vulnerable.
Drafting and signature practices:
Employers and unions should draft signature pages and party designations with precision. If an affiliate is intended to be a party (with independent enforcement rights), the CBA and later MOAs must expressly name it as such. Otherwise, representative signatures should be labeled as such to avoid ambiguity.
PERB practice and forms:
When completing PERB demand forms, the “Name of Organization” should be the CBA party (e.g., the Association), listing the affiliate as the representative for correspondence. Filing in the affiliate’s name alone invites a stay.
Limits on “past practice”:
Past practice cannot expand an arbitration agreement to add new parties. Only practices consistent with the CBA’s text and the parties’ designated roles carry interpretive weight.
§ 207-c disputes:
For police disability benefits disputes, the decision reinforces that the Association controls whether to arbitrate, consistent with Article 13. Affiliates may assist only within the scope authorized by the Association.
Litigation strategy:
Employers may challenge arbitrability where demands are filed by nonparties. Affiliates should either obtain express authorization and file in the Association’s name or secure an amendment naming them as parties.

Complex Concepts Simplified

Party to a contract vs. signatory:
A “party” is an entity that the contract names as bound by and entitled to enforce the agreement’s terms. A person or entity may sign a contract merely as an “authorized representative” of a party. That representative signature does not, without more, convert the representative into a separate party.
Arbitrability:
Before an arbitration proceeds, a court may need to decide whether the dispute is subject to arbitration and whether the right person or entity invoked the clause. Arbitrability requires a clear, explicit, and unequivocal agreement to arbitrate between the specific parties involved.
Affiliation agreement:
A separate contract between a local union (or other union) and an association defining how the affiliate will support the association. It does not automatically alter who is a party to a CBA with an employer.
Agency:
An agent can act on behalf of a principal (here, the Association) when authorized. If an affiliate files a demand “as agent for” the Association with proof of authorization, the filing may be valid even though the affiliate is not itself a CBA party. In this case, Local 445 did not claim to be acting as the Association’s agent.
Exclusive representative:
The CBA named the Association as the sole and exclusive representative of the police bargaining unit. This status affords the Association—not individual members or affiliates—the decisional authority to file a Step 3 arbitration demand.
General Municipal Law § 207-c:
A New York statute providing salary and medical benefits to police officers injured in the line of duty. Disputes over eligibility, continuation, or termination of such benefits are often routed through CBA grievance procedures, including arbitration where provided.
Collateral estoppel:
A doctrine that can preclude relitigation of an issue already decided against a party in a prior case where that party had a full and fair opportunity to litigate it. The court held the Village was not estopped merely because it failed to raise the “nonparty” argument in earlier litigation.

The Dissent

Justice Dowling, joined by Justice Brathwaite Nelson, would have affirmed, emphasizing that Local 445 has historically represented the Association and its members in all labor-related and collective-bargaining matters, that it signed the CBA under “For the P.B.A./UNION,” and that the arbitration demand comported with past practices. The dissent found nothing to suggest Local 445 acted outside its relationship with the Association and viewed the Village’s contrary objections as disingenuous given prior dealings.

The majority’s response is twofold: the CBA’s text makes the Association the party with the Step 3 right; the affiliation agreement channels Local 445’s role through the Association’s requests and determinations. Critically, Local 445 did not file as the Association’s agent here, but asserted independent party status, which the instruments do not support.

Practical Takeaways and Drafting Checklist

Ensure the CBA’s caption and party-identification clauses precisely name the “Union” that is the party to the agreement.
If an affiliated union is intended to be a co-party with independent enforcement rights, say so expressly in the CBA and in any extensions or MOAs; include that affiliate in the party definition and signature blocks as a party, not merely a representative.
In grievance provisions, specify who may file at each step and whether “the Association (or its authorized representative)” may file, to accommodate filings by agents in the Association’s name.
When filing PERB demands, list the CBA party (e.g., “Village of Walden Police Benevolent Association, Inc.”) as the demanding organization and list the affiliate as the representative for correspondence.
Document authorization: if the affiliate files, include a contemporaneous letter or resolution from the Association authorizing the affiliate to act as agent for the specific demand.
Do not rely on past practice to expand arbitral rights to nonparties; align practice with the CBA’s text.

Conclusion

The Second Department’s decision establishes a clear and careful rule for public-sector labor relations: an affiliated union is not, without explicit agreement, a party to a CBA and cannot compel arbitration in its own name. Representative signatures and affiliation arrangements—standing alone—do not supply independent party status or arbitrability. The CBA’s text, the 2021 extension’s signatories, and the affiliation agreement’s limits all pointed to one conclusion: only the Association could decide to take a grievance to Step 3 and demand arbitration, and it did not do so here.

By reinforcing that arbitrability depends on a clear, explicit, and unequivocal written agreement between the specific parties seeking arbitration, the opinion protects the integrity of exclusive-representation clauses and provides practical guidance for drafting, authorizing, and filing arbitration demands. Affiliates may assist and advocate robustly—but when it comes to invoking arbitration, they must either file expressly as agents of the Association or be expressly made parties to the CBA.