Petition for Writ of Certiorari — Kevin D. Wickstrom, et al., Petitioners v. Air Line Pilots Association, International

APPENDIX TABLE OF CONTENTS

OPINIONS AND ORDERS

Opinion, U.S. Court of Appeals for the

Seventh Circuit (October 8, 2025) ..................... 1a

Judgment, U.S. Court of Appeals for the

Seventh Circuit (October 8, 2025) ................... 15a

Memorandum Opinion and Order, U.S. District

Court for the Northern District of Illinois

(December 11, 2024) ......................................... 16a

Judgment, U.S. District Court for the Northern

District of Illinois (December 11, 2024) ........... 31a

Notice of Issuance of Mandate, U.S. Court of

Appeals for the Seventh Circuit

(November 24, 2025) ........................................ 33a

Memorandum Opinion and Order, U.S. District

Court for the Northern District of Illinois

(September 5, 2023).......................................... 37a

REHEARING ORDER

Order Denying Petition for Rehearing,

U.S. Court of Appeals for the Seventh Circuit

(November 14, 2025) ........................................ 54a

App.1a

OPINION, U.S. COURT OF APPEALS

FOR THE SEVENTH CIRCUIT

(OCTOBER 8, 2025)

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT

________________________

KEVIN D. WICKSTROM, ET AL.,

Plaintiffs-Appellants,

v.

AIR LINE PILOTS ASSOCIATION,

INTERNATIONAL,

Defendant-Appellee.

________________________

No. 25-1036

Appeal from the United States District Court for the

Northern District of Illinois, Eastern Division.

No. 23 C 2631 – Matthew F. Kennelly, Judge.

Argued September 9, 2025 —

Decided October 8, 2025

Before: Amy J. ST. EVE, John Z. LEE,

Joshua P. KOLAR, Circuit Judges.

ST. EVE, Circuit Judge. United Airlines terminated

the plaintiffs pursuant to its newly adopted COVID19 vaccine mandate. The plaintiffs then sued their

labor union, the Air Line Pilots Association (“ALPA”),

alleging that it breached its duty of fair representation

App.2a

by insufficiently opposing United’s vaccination policies.

The district court granted ALPA’s motion to dismiss

and then denied leave to amend as futile. We affirm.

I. Background

A.

United and ALPA’s Internal grievance

Procedures

Because much of the dispute here concerns how

ALPA acted (or did not act) with respect to pilot grievances, we begin with a brief summary of the scheme

governing internal grievances between United and

ALPA.1 As relevant here, the United Pilot agreement

(“UPA”)—ALPA and United’s collective bargaining

agreement—provides for three types of grievances: nondisciplinary pilot grievances, Master Executive Council

(“MEC”) grievances, and termination grievances.

Nondisciplinary pilot grievances permit United

pilots to challenge the airline’s conduct, except as it

pertains to discipline or discharge. United’s Chief

Pilot initially decides such grievances, which pilots

may appeal to a more senior United official. If that

official also decides against the pilot, only ALPA may

take a further appeal. That appeal lies with the System

Board of Adjustment (the “Board”), the UPA’s arbitral

body. If ALPA elects not to appeal the pilot’s grievance

to the Board, however, the pilot may contest that

1 We draw this background from the proposed amended complaint

and accept as true the well-pleaded facts. Esco v. City of Chicago,

107 F.4th 673, 678 (7th Cir. 2024). Like the district court, we

also—without protest from the plaintiffs—consider documents

referred to in and critical to the complaint. See Wertymer v.

Walmart, Inc., 142 F.4th 491, 498 (7th Cir. 2025).

App.3a

decision before the grievance Review Panel (“GRP”),

which may order the grievance advanced to the Board.

Next consider MEC grievances. Under the UPA,

ALPA’s MEC can request that United review “an

alleged misapplication or misinterpretation of” the

UPA. ALPA may appeal an unsatisfactory decision to

the Board.

Last are termination grievances. United may

terminate pilots only for “just cause,” and the UPA

establishes a process to challenge terminations as

unjustified.

B.

Factual Background

In May 2020, ALPA warned its United pilots that

the airline may attempt to unilaterally alter the UPA

in response to the COVID-19 pandemic. ALPA called

for a united front to prevent such changes. In January

2021, however, after United indicated that it might

eventually implement a vaccine mandate, ALPA

claimed the UPA permitted this action.

Then, in May 2021, United and ALPA adopted

Letter of agreement (“LOA”) 21-02. Instead of mandating the vaccine, LOA 21-02 financially incentivized

inoculation and restricted certain destinations to vaccinated pilots.

But on August 6, 2021, United notified ALPA that

it intended to terminate LOA 21-02 and instead implement a vaccination mandate, effective September 27,

2021. ALPA did not take action to oppose the vaccine

mandate, but on August 24, 2021, several United pilots,

including at least some of the plaintiffs here, filed nondisciplinary grievances. These grievances argued in

part that United breached its status quo obligation

App.4a

under the Railway Labor Act (“RLA”). That obligation

requires parties to a lapsed collective bargaining agreement to continue following the terms of the agreement

until a new one is reached. Because the UPA had

expired, the pilots argued that United’s imposition of

the vaccine mandate constituted a status quo violation under the UPA.

ALPA did not assist with these grievances, which

United’s Chief Pilot denied, nor did ALPA file its own

grievance to challenge the alleged status quo violation.

After United denied the pilots’ appeal, they asked the

GRP to advance their grievance to the Board. The GRP

held a two-day hearing, after which it denied the pilots’

request as “baseless,” reasoning that UPA § 21-K

permits United to unilaterally alter personnel policies.

While ALPA did not support the status quo grievances, it was not idle. The day after the vaccine

mandate went into effect, ALPA opted to file an MEC

grievance, taking the position that United violated the

UPA by terminating the unvaccinated pilots because,

as ALPA argued, unvaccinated status was merely a

“pilot qualification” issue, which was not grounds for

termination. The Board denied the grievance.

Following the plaintiffs’ terminations, ALPA filed

termination grievances on their behalf. Those

grievances remain pending at the plaintiffs’ request.

C.

Procedural History

After United terminated them, the plaintiffs sued

ALPA for breach of the duty of fair representation.

ALPA moved to dismiss under Federal Rules of Civil

Procedure 12(b)(1) and 12(b)(6), arguing the plaintiffs’

complaint was unripe and failed to state a claim,

App.5a

respectively. The district court denied the Rule 12(b)(1)

motion but granted the Rule 12(b)(6) motion. The

court then denied the plaintiffs’ request to file an

amended complaint as futile, holding that it would

also fail to state a claim. This appeal followed.

II. Discussion

A.

Ripeness

We begin with jurisdiction, reviewing de novo the

district court’s determination that this case is ripe.

See Church of Our Lord & Savior Jesus Christ v. City

of Markham, 913 F.3d 670, 676 (7th Cir. 2019).

Under Article III of the Constitution, only cases

and controversies are justiciable. See U.S. Const. art.

III, § 2. One dimension of justiciability is ripeness,

which “is peculiarly a question of timing.” Blanchette v.

Conn. Gen. Ins. Corps., 419 U.S. 102, 140 (1974); see

Sweeney v. Raoul, 990 F.3d 555, 560 (7th Cir. 2021). As

such, the “doctrine’s underlying objective is to avoid

premature adjudication and judicial entanglement in

abstract disagreements.” Church of Our Lord, 913

F.3d at 676. And the doctrine achieves that goal by

deeming a claim unripe “when the parties point only

to hypothetical, speculative, or illusory disputes as

opposed to actual, concrete conflicts.” Mathis v. Metro.

Life Ins. Co., 12 F.4th 658, 664 (7th Cir. 2021) (quoting

Wis. Cent., Ltd. v. Shannon, 539 F.3d 751, 759 (7th

Cir. 2008)). Put another way, a case is ripe if it is “not

dependent on ‘contingent future events that may not

occur as anticipated, or indeed may not occur at all.’”

Trump v. New York, 592 U.S. 125, 131 (2020) (per

curiam) (quoting Texas v. United States, 523 U.S. 296,

300 (1998)).

App.6a

ALPA contends that the plaintiffs’ claim is unripe

because of the pending termination grievances, which,

if successful, could reinstate and grant backpay to the

plaintiffs, thereby mooting this dispute. But of the

many cases ALPA cites to establish this theory, none

does the trick. Each instead suffers from a common

flaw: In the cited cases, the plaintiffs’ alleged harm

had not yet come to pass, whereas here, the plaintiffs’

alleged harm (termination) has occurred.

Take, for example, George Fischer Foundry Systems, Inc. v. Adolph H. Hottinger Maschinenbau GmbH,

55 F.3d 1206 (6th Cir. 1995). There, the plaintiff

alleged that a foreign arbitration proceeding might

not recognize his U.S. statutory antitrust rights,

which would harm him by denying him treble damages.

Id. at 1208. But the foreign arbitrator was yet to

decide what jurisdiction’s law would apply, so it

remained unclear whether the plaintiff would face any

harm. Id. at 1210.

Jennings v. Auto Meter Products, Inc., 495 F.3d

466 (7th Cir. 2007), another case upon which ALPA

relies, suffers the same problem. The plaintiff in

Jennings had a patent application pending before the

Patent and Trademark Office. He brought state law

claims against the defendant for misleading the Office

into believing that he had not invented the product

underlying his application. Id. at 469. But we found

the claims unripe because the Office had not yet ruled

on the plaintiff’s patent application, so it was possible

that the plaintiff would never suffer harm. Id. at 476–

77. The rest of the cases ALPA cites fit the same mold,

and thus do not support its argument. See, e.g., Dolan

v. Ass’n of Flight Attendants, 1996 WL 131729, at *3

(N.D. Ill. Mar. 20, 1996).

App.7a

In the end, United terminated the plaintiffs and

the plaintiffs allege ALPA helped cause that harm by

breaching its duty of fair representation. The parties’

dispute is thus concrete, not abstract, and we can

proceed to the merits.2

B.

Duty of Fair representation

Where, as here, “a district court denies a motion

for leave to amend as futile, our review is de novo, and

we ask whether the proposed amended complaint

would fail to state a claim.” Anderson v. United

Airlines, Inc., 140 F.4th 385, 388 (7th Cir. 2025).3 The

proposed amended complaint thus “must allege ‘enough

facts to state a claim to relief that is plausible on its

face’ or, in other words, contain ‘factual content that

allows the court to draw the reasonable inference that

2 In between ALPA’s ripeness argument and its duty of fair representation argument, it argues that most of the plaintiffs’ claims

are time-barred. The plaintiffs’ claims are subject to a six-month

statute of limitations, United Indep. Flight Officers, Inc. v.

United Air Lines, Inc., 756 F.2d 1262, 1270 (7th Cir. 1985), but

the statute of limitations is tolled while the plaintiffs pursue

internal union remedies, Frandsen v. Bhd. of Ry., Airline & S.S.

Clerks, Freight Handlers, Exp. & Station Emps., 782 F.2d 674,

681 (7th Cir. 1986). Because the statute-of-limitations and tolling

questions here concern factual matters not made clear by the

pleadings, we do not address them. See Hyson USA, Inc. v. Hyson

2U, Ltd., 821 F.3d 935, 939 (7th Cir. 2016).

3 The district court dismissed the original complaint on

September 5, 2023, and denied the plaintiffs’ request to file an

amended complaint on December 11, 2024. The plaintiffs’ briefs

focus on the latter, mentioning the former only in passing. But,

because the de novo standard of review applies to both orders here

and the amended complaint only adds allegations to buttress the

prior claim, we too will focus on the proposed amended

complaint.

App.8a

the defendant is liable for the misconduct alleged.’”

Cielak v. Nicolet Union High Sch. Dist., 112 F.4th 472,

479–80 (7th Cir. 2024) (quoting Bronson v. Ann &

Robert H. Lurie Child.’s Hosp. of Chi., 69 F.4th 437,

447 (7th Cir. 2023)). At this stage, “we accept the wellpleaded facts in the complaint as true and draw

reasonable inferences in plaintiffs’ favor—but we do

not presume the truth of legal conclusions and conclusory allegations.” Id. at 475.

The plaintiffs’ complaint asserts just one claim:

breach of the duty of fair representation. This duty

“arises out of a union’s role as the exclusive representative of all employees in a collective bargaining

unit,” Taha v. Int’l Bhd. of Teamsters, Loc. 781, 947

F.3d 464, 469 (7th Cir. 2020), and it is “akin to the duty

owed by other fiduciaries to their beneficiaries,” Air

Line Pilots Ass’n, Int’l v. O’Neill, 499 U.S. 65, 74 (1991).

A union breaches its duty of fair representation if its

actions are either (1) arbitrary, (2) discriminatory, or (3)

made in bad faith. Bishop v. Air Line Pilots Ass’n, Int’l

(Bishop I), 900 F.3d 388, 397 (7th Cir. 2018). We address

each prong in turn.

1. Arbitrariness

A union acts arbitrarily “only if, in light of the

factual and legal landscape at the time of the union’s

actions, the union’s behavior is so far outside a ‘wide

range of reasonableness’ as to be irrational.” O’Neill,

499 U.S. at 67 (quoting Ford Motor Co. v. Huffman,

345 U.S. 330, 338 (1953)). This analysis is, as it sounds,

objective. Bishop v. Air Line Pilots Ass’n Int’l (Bishop

II), 5 F.4th 684, 693 (7th Cir. 2021). Put differently,

our task is not to play Monday-morning quarterback;

“[a]ny substantive examination of a union’s perform-

App.9a

ance . . . must be highly deferential. . . .” O’Neill, 499

U.S. at 78.

A few additional principles guide our analysis in

the grievance context. “Although a union may not

arbitrarily ignore a meritorious grievance or process

it in a perfunctory fashion, it has considerable discretion

in handling grievances.” Sullers v. Int’l Union Elevator

Constructors, Loc. 2, 141 F.4th 890, 898–99 (7th Cir.

2025) (cleaned up). That discretion recognizes that the

union “is not required to pursue all grievances through

arbitration” and “may consider all members’ interests

‘when deciding whether or not to press the claims of an

individual employee.’” Id. at 899 (quoting Garcia v.

Zenith Elecs. Corp., 58 F.3d 1171, 1176 (7th Cir. 1995)).

Accordingly, the union may “act in consideration of

such factors as the wise allocation of its own resources,

its relationship with other employees, and its relationship with the employer.” Neal v. Newspaper Holdings,

Inc., 349 F.3d 363, 369 (7th Cir. 2003).

At bottom, the proposed amended complaint

alleges that ALPA insufficiently resisted United’s

imposition of the COVID-19 vaccine mandate. But we

cannot reasonably infer from its allegations that any

of ALPA’s decisions were arbitrary, i.e., irrational.

The plaintiffs first fault ALPA for not seeking a

judicial injunction to prevent United’s alleged status

quo violation. The RLA’s distinction between “major”

and “minor” disputes spoils this argument. “Major disputes arise over the creation of contractual rights, while

minor disputes concern the interpretation or application of already existing agreements.” Int’l Bhd. of

Teamsters v. Republic Airways Inc., 127 F.4th 688, 693

(7th Cir. 2025). The terms “major” and “minor” are thus

“terms of art,” not reflections of “the size or significance

App.10a

of a dispute.” Id. Critically, “[f]ederal courts only have

jurisdiction to hear major disputes; minor disputes are

resolved in arbitration.” Id. at 693–94. And the bar for

deeming a dispute minor is low; an employer’s position

need only be “arguably justified by the terms of the

parties’ agreement (i.e., the claim is neither obviously

insubstantial or frivolous, nor made in bad faith) . . . .”

Consol. Rail Corp. v. Ry. Labor Execs.’ Ass’n, 491 U.S.

299, 310 (1989). All of this means “there is a large

thumb on the scale in favor of minor, and hence arbitration.” Bhd. of Locomotive Eng’rs & Trainmen (Gen.

Comm. of Adjustment, Cent. Region) v. Union Pac.

R.R., 879 F.3d 754, 758 (7th Cir. 2017).

ALPA did not act arbitrarily, as the complaint

alleges, in declining to seek a judicial injunction

because its conclusion that such a lawsuit would have

presented a minor dispute was not irrational. As ALPA

notes, UPA § 21-K, which authorizes United to modify

employee personnel policies, at least arguably justified

United’s imposition of the vaccine mandate. In their

opening brief, the plaintiffs contend that this dispute

was major because of its high stakes, but this approach

misunderstands that “[w]hether a dispute is major or

minor in no way relates to a court’s estimation of the

dispute’s relative importance.” BLET GCA UP v. Union

Pac. R.R., 988 F.3d 409, 412 (7th Cir. 2021). The plaintiffs try a different approach in their reply brief, by

which point it is too late. See Int’l Ass’n of Fire Fighters,

Loc. 365 v. City of East Chicago, 56 F.4th 437, 452 (7th

Cir. 2022) (finding waiver in this circumstance).

Next, the plaintiffs challenge ALPA’s decisions

with respect to grievances. Specifically, the plaintiffs

take issue with ALPA’s choices not to support their

status quo grievances, advance them to the Board, or

App.11a

file its own such grievance. But throughout the proceedings, ALPA has maintained that each of these

decisions shares a common justification: UPA § 21-K.

This provision, on ALPA’s view, permitted United to

unilaterally institute the vaccine mandate, and the

plaintiffs have failed to timely engage with that

argument. As the district court held, the plaintiffs

forfeited the issue by failing to respond to ALPA’s § 21K argument. And in their opening brief, the plaintiffs

did not address this conclusion or otherwise contest

ALPA’s reading of § 21-K. While they do so in their

reply brief, by that point, they had already waived the

argument. See id. We thus have no basis to reasonably

infer that ALPA acted irrationally.

Nor have the plaintiffs plausibly alleged that

ALPA addressed their grievances in a perfunctory

fashion. In declining to advance the plaintiffs’ status

quo grievances to the Board, the GRP conducted a twoday hearing in which the grievants had hours to

present their case. The GRP ultimately concluded that

a status quo claim would be “baseless” because of UPA

§ 21-K. Moreover, ALPA did not stand idle in response

to United’s policies: it filed an MEC grievance taking

the position that, notwithstanding the permissibility of

the vaccine mandate, United lacked just cause to

terminate unvaccinated pilots. The plaintiffs point to

no caselaw suggesting that, under these circumstances,

ALPA transgressed the bounds of a union’s

“‘considerable discretion’ in handling grievances.”

Sullers, 141 F.4th at 898–99 (quoting Garcia, 58 F.3d

at 1176); see also Neal, 349 F.3d at 369.

App.12a

2. Discrimination

The second way in which a union may breach its

duty of fair representation is through discrimination.

Unlike with arbitrariness, whether a union discriminated “calls for a subjective inquiry and requires

proof that the union acted (or failed to act) due to an

improper motive.” Bishop II, 5 F.4th at 694 (quoting

Neal, 349 F.3d at 369). Recognizing “the union’s concurrent obligations to its collective membership and to

the individual members,” we have also explained that

“discriminatory impact” is not in itself sufficient.

Bishop I, 900 F.3d at 398. Further, to rise to the level

of a duty of fair representation breach, “discriminatory

conduct must be ‘intentional, severe, and unrelated to

legitimate union objectives.’” Bishop II, 5 F.4th at 694

(quoting Amalgamated Ass’n of Street, Elec. Ry. &

Motor Coach Emps. of. Am. v. Lockridge, 403 U.S. 274,

301 (1971)).

On appeal, the plaintiffs’ cursory argument for

discrimination is predicated on LOA 21-02, the policy

that financially incentivized vaccination and restricted

certain destinations to vaccinated pilots. But, conclusory

assertions aside, none of the complaint’s factual allegations permit the inference that ALPA adopted LOA

21-02 with the subjective intent to discriminate

against unvaccinated pilots. “The mere fact that

plaintiffs [are] a minority group within their union

organization and that they were adversely affected by

the actions of the union [does] not establish that the

union acted with hostile or discriminatory intent.” Id.

Because the plaintiffs lack more, they failed to

plausibly allege discrimination.

App.13a

3. Bad Faith

Finally, the plaintiffs attempt to make out their

duty of fair representation theory under the bad faith

prong. As with claims of discrimination, claims of bad

faith call for a “subjective inquiry” and require that

the union had “an improper motive.” Id. (quoting Neal,

349 F.3d at 369). Further, “a plaintiff must support an

allegation of bad faith with ‘subsidiary facts,’ not just

‘[b]are assertions of the state of mind.’” Bishop I, 900

F.3d at 397 (alteration in original) (quoting Yeftich v.

Navistar, Inc., 722 F.3d 911, 916 (7th Cir. 2013)); see

also Taha, 947 F.3d at 472.

Here again, the plaintiffs fail to allege bad faith.

The proposed amended complaint repeatedly asserts

that ALPA and United “colluded” to implement the

vaccine mandate, but we need not accept as true such

a conclusory label, and no well-pleaded factual allegations support it. The plaintiffs also allege that ALPA

permitted United to implement the vaccine mandate to

keep federal funding flowing to United. The complaint

acknowledges, however, that such funding was

conditioned on not laying off or furloughing pilots. We

fail to see how a union acts in bad faith by seeking to

protect its members from layoffs or pay cuts.

The final basis for ALPA’s alleged bad faith is that

it switched positions on the permissibility of a vaccine

mandate. Recall that in May 2020, ALPA warned its

United members that the airline might unilaterally

alter the UPA in response to the pandemic. Then, in

January 2021, ALPA claimed that United was contractually permitted to mandate vaccination. The plaintiffs’

argument, however, cannot overcome two hurdles.

First, it is unclear that ALPA switched positions at all,

as the May 2020 communication was not specifically

App.14a

related to vaccines. In other words, the plaintiffs’

argument that ALPA changed positions implicitly

relies on the premise that imposing the vaccination

mandate was the kind of unilateral change referred to

in May 2020, but ALPA’s argument regarding UPA

§ 21-K calls into question that premise. Second, even

assuming ALPA changed its position over those eight

months, the complaint provides no basis for inferring

that the union did so for an improper motive—such as

“solely for the benefit of a stronger, more politically

favored group over a minority group,” Barton Brands,

Ltd. v. NLRB, 529 F.2d 793, 798–99 (7th Cir. 1976)—

without which there can be no bad faith.

***

The judgment of the district court is

AFFIRMED.

App.15a

JUDGMENT, U.S. COURT OF APPEALS

FOR THE SEVENTH CIRCUIT

(OCTOBER 8, 2025)

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT

________________________

KEVIN D. WICKSTROM, ET AL.,

Plaintiffs-Appellants,

v.

AIR LINE PILOTS ASSOCIATION,

INTERNATIONAL,

Defendant-Appellee.

________________________

No. 25-1036

District Court No: 1:23-cv-02631

Northern District of Illinois, Eastern Division.

District Judge Matthew F. Kennelly

Before: Amy J. ST. EVE, John Z. LEE,

Joshua P. KOLAR, Circuit Judges.

FINAL JUDGMENT

The judgment of the District Court is AFFIRMED,

with costs, in accordance with the decision of this

court entered on this date.

/s/ Christopher Conway

Clerk of Court

App.16a

MEMORANDUM OPINION AND ORDER,

U.S. DISTRICT COURT FOR THE

NORTHERN DISTRICT OF ILLINOIS

(DECEMBER 11, 2024)

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

________________________

KEVIN D. WICKSTROM, ET AL.,

Plaintiffs,

v.

AIR LINE PILOTS ASSOCIATION,

INTERNATIONAL,

Defendant.

________________________

Case No. 23 C 2631

Before: Matthew F. KENNELLY,

United States District Judge.

MEMORANDUM OPINION AND ORDER

MATTHEW F. KENNELLY, District Judge:

Kevin D. Wickstrom, Robert D. Williamson, Erik

W. Wichmann, James R. Breitsprecher, Tony H. McKenzie, Jon A. Sterling, Forace Hogan, Christopher P.

Gates, and John Ellis (collectively, Wickstrom), assert

that their union, Air Line Pilots Association, International (ALPA), breached its duty of fair represent-

App.17a

ation. The Court previously granted ALPA’s motion to

dismiss for failure to state a claim. Wickstrom v. Air

Line Pilots Ass’n, Int’l, No. 23 C 2631, 2023 WL

5720989, at *7 (N.D. III. Sept. 5, 2023). In granting

ALPA’s motion, the Court stated that unless plaintiffs

filed “a proposed amended complaint stating at least

one viable claim over which the Court has jurisdiction,

the Court will enter judgment in favor of defendant.”

Id.

Plaintiffs have moved for leave to file a first

amended complaint (FAC) against ALPA. For the

reasons stated below, the Court denies plaintiffs’ motion and directs the Clerk to enter judgment against

them.

Background

The Court’s previous order granting ALPA’s

motion to dismiss for failure to state a claim outlines

the relevant history of this case. See id. at *1-2. To

briefly reiterate: Wickstrom, an ALPA member and

United pilot, was terminated for refusing to comply

with United’s COVID-19 vaccination policy announced

on August 6, 2021. Prior to announcing the vaccine

policy, United and ALPA adopted Letter of agreement

(LOA) 21-02. LOA 21-02 provided monetary incentives

for pilots who received the vaccine while also restricting

certain destinations to vaccinated pilots only.

Wickstrom alleges that ALPA’s response to

United’s COVID-19 vaccination policy breached its

duty of fair representation. His main contention

centers on how ALPA addressed grievances to United’s

vaccine policy. Under the United Pilots agreement

(UPA)—the collective bargaining agreement between

United and ALPA—pilots may file with United’s Chief

App.18a

Pilot grievances concerning any United action, except

for matters involving discipline or discharge. Pilots

may appeal the Chief Pilot’s decision to United’s Senior

Vice President-Flight Operations. If United denies the

grievance, ALPA may appeal the denial to United’s

System Board of Adjustment, which includes a neutral

arbitrator. If ALPA decides not to appeal from the

denial of the grievance, the pilot may seek review of

that determination from ALPA’s MEC grievance

Review Panel.

On August 24, 2021, United pilots, including

several of the plaintiffs in this case, filed non-disciplinary “status quo” grievances opposing the vaccine

mandate. See First Am. Compl. ¶ 35. One of the

contentions raised in these grievances was that because

the collective bargaining agreement had lapsed,

United’s vaccine mandate violated the company’s

obligation under section 6 of the Railway Labor Act to

maintain the status quo. See id. ALPA did not assist

with those grievances, and United denied the

grievances. The pilots appealed to the grievance Review

Panel which, after a two-day hearing, denied the pilots’

requests.

On September 28, 2021, ALPA filed an instant

grievance “on behalf of approximately 12 pilots,

including several Plaintiffs,” before the System Board

of Adjustment. First Am. Compl. ¶ 43. The instant

grievance “challenge[d] [United’s] termination of twelve

(12) pilots for refusing to receive a COVID-19

vaccination” and asked the Board to consider whether

United violated certain provisions of the UPA, whether

the requirement to become vaccinated against COVID19 was a pilot qualification within the meaning of the

UPA, and whether United could discipline any pilot

App.19a

who did not meet the vaccination requirement. App.

to Def. ALPA’s Opp’n to Pls.’ Mot. for Leave to Amend

at 134-35.1

In February 2022, the Board denied the grievance.

First, the Board determined that the vaccination

requirement was not a pilot qualification under the

meaning of the UPA, and thus it rejected ALPA’s

argument that the twelve pilots should have been

placed on “not qualified” status rather than be

terminated. Id. at 164. Based on this determination,

the Board concluded that United had not violated the

relevant section of the UPA when it opted to terminate

the twelve pilots at issue rather than place them on

non-qualified status. Id. at 173. The Board found that

the UPA did not “preclude [United] from using the

discipline process for violation of its COVID-19

vaccination policy.” Id.

Now seeking leave to file a first amended

complaint, Wickstrom largely reiterates the facts

1 Under Federal Rule of Civil Procedure 10(c), “[a] statement in

a pleading may be adopted by reference elsewhere in the same

pleading or in any other pleading or motion. A copy of a written

instrument that is an exhibit to a pleading is a part of the

pleading for all purposes.” Fed. R. Civ. P. 10(c). The Seventh Circuit

has found that district courts may examine “[d]ocuments that a

defendant attaches to a motion to dismiss . . . if they are referred

to in the plaintiffs complaint and are central to her claim.”

Albany Bank & Tr. Co. v. Exxon Mobil Corp., 310 F.3d 969, 971

(7th Cir. 2002) (quoting Venture Assocs. Corp. v. Zenith Data Sys.

Corp., 987 F.2d 429, 431 (7th Cir. 1993)); see also Tierney v.

Vahle, 304 F.3d 734, 738 (7th Cir. 2002) (noting that Seventh

Circuit precedent serves as an “exception to Rule 12(b)” that

“follow[s] from Rule 10(c)” and “allow[s] the defendant to submit

the document to the court, and the court to consider it, without

need for conversion to [a motion for summary judgment]”).

App.20a

alleged in his initial complaint. After parsing the two

documents and comparing their contents, the Court

has determined that the proposed FAC alleges three

new facts to support the claim that ALPA breached its

duty of fair representation.

The first addition involves LOA 21-02. Wickstrom

alleges:

LOA 21-02 established a two-tier structure

for pilots within United. vaccinated pilots

were allowed to fly virtually all routes within

the system while unvaccinated pilots were

limited to specific routes. Pilots who were

unvaccinated began to suffer financial loss

as their routes were limited and their options

for taking on alternative routes were shut

down by the terms of the LOA.

First Am. Compl. ¶ 24.

Second, Wickstrom newly alleges:

As part of its [reasonable accommodation

process], United began illegal inquiries into

the religious practices of its employees who

claimed religious exemptions from the vaccine

mandate. This included Defendant’s members.

Although the United Pilots’ agreement (Sec.

21-U and 21-G) contained a specific provision

allowing the union to intervene on a pilot’s

behalf regarding matters of discrimination

and violations of federal law, Defendant

continued to take a hands-off stance in the

fact of these violations.

Id. ¶ 31.

Third, Wickstrom newly alleges:

App.21a

The conduct alleged [in the FAC] either directly

or indirectly violated the United Pilots agreement (Section 1(a)) between Defendant and

United, as well as the provisions of the

[Railway Labor Act]. Notwithstanding its

earlier representation that the vaccine

mandate would be a mandatory subject of

collective bargaining before implementation,

Defendant instead elected to not only ignore

United’s illegal actions, but to endorse and

support them.

Id. ¶ 56.

Discussion

In the proposed FAC, Wickstrom again asserts a

single claim alleging that ALPA breached its duty of

fair representation under the Railway Labor Act, 45

U.S.C. §§ 151, 156. ALPA contends that the Court

should deny Wickstrom leave to amend because his

proposed FAC still does not supply facts that plausibly

support a claim for relief and thus any amendment

would be futile.

Federal Rule of Civil Procedure 15 outlines when

and how amended and supplemental pleadings may

be filed. Rule 15(a) typically allows a party leave to

amend its pleading “once as a matter of course” before

trial. Fed. R. Civ. P. 15(a). Courts should deny leave

to amend following the granting of a motion to dismiss

only if “it is certain from the face of the complaint that

any amendment would be futile or otherwise

unwarranted.” Runnion ex ref. Runnion v. Girl Scouts

of Greater Chi. & Nw. Ind., 786 F.3d 510, 519-20 (7th

Cir. 2015). An amendment is futile if it “restat[es] the

same facts using different language, reassert[s]

App.22a

claims previously determined, fail[s] to state a valid

theory of liability, and [is unable] to survive a motion

to dismiss.” Garcia v. City of Chicago, 24 F.3d 966, 970

(7th Cir. 1994) (internal citations omitted).

The Court finds that granting leave to amend

would be futile. As explained in more detail below,

Wickstrom’s proposed FAC alleges only three new

facts (outlined above) while restating the originallypleaded facts using different language. The new

factual allegations do not nudge Wickstrom’s claim

across the line to plausibility, and therefore the claim

still would not survive a motion to dismiss. See

Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).

A.

Duty of fair representation

“A union breaches a duty of fair representation

only if its actions are arbitrary, discriminatory, or in

bad faith.” Neal v. Newspaper Holdings, Inc., 349 F.3d

363, 369 (7th Cir. 2003) (citing Vaca v. Sipes, 386 U.S.

171, 190 (1967)). plaintiffs contend that ALPA breached

its duty of fair representation by acting arbitrarily,

discriminatorily, and in bad faith.

1. Arbitrariness

“A union’s actions are arbitrary only if the union’s

behavior is so far outside a wide range of reasonableness as to be irrational.” Neal, 349 F.3d at 369. A

court determines whether a union’s actions are

arbitrary under an objective standard. Id. This is an

“extremely deferential standard,” and courts may not

substitute their own judgment for that of the union

“even if, with the benefit of hindsight, it appears that

the union could have made a better call.” Id. (citation

and quotation marks omitted). Mere negligence, “even

App.23a

in the enforcement of a collective bargaining agreement,” is not sufficient. Id. (quoting United Steelworkers

of Am. v. Rawson, 495 U.S. 362, 372-73 (1990)).

Regarding its handling of member grievances, “a

union may not arbitrarily ignore meritorious grievances

or process them in a perfunctory fashion.” Neal, 349

F.3d at 369 (quoting Vaca, 386 U.S. at 191). A union

is not required to take all member grievances to arbitration. Neal, 349 F.3d at 369 (citing Vaca, 386 U.S. at

191). Rather, a union “must provide some minimal

investigation of employee grievances,” the thoroughness of which “depends on the particular case.” Garcia

v. Zenith Elecs. Corp., 58 F.3d 1171, 1176 (7th Cir.

1995). “[O]nly an egregious disregard for union

members’ rights constitutes a breach of the union’s

duty.” Id. (citation and quotation marks omitted). To

survive a motion to dismiss for failure to state a claim,

a plaintiff “must include enough details about the

subject-matter of the case to present a story that holds

together.” Taha v. Int’l Bhd. of Teamsters, Loc. 781,

947 F.3d 464, 470 (7th Cir. 2020) (citation and

quotation marks omitted).

Wickstrom fails to present such a story. The

Court previously determined that Wickstrom failed to

plausibly allege that ALPA behaved arbitrarily. See

Wickstrom, 2023 WL 5720989, at *5-6. The new facts

offered in the proposed first amended complaint, noted

above, do not alter that determination.

The thrust of Wickstrom’s argument remains the

same: ALPA failed to challenge United’s vaccine

mandate. Specifically, Wickstrom contends that ALPA

acted arbitrarily because it “failed to challenge

[United’s vaccine] mandate by filing a status quo grievance.” First Am. Compl. ¶ 42. But ALPA did file an

App.24a

“instant grievance on behalf of approximately 12

pilots, including several Plaintiffs.” Id. ¶ 43. In this

grievance, as discussed earlier, ALPA challenged

United’s termination of twelve pilots who refused to

receive a COVID-19 vaccination and took the position

that the vaccine requirement was a pilot qualification,

rather than a change in working conditions, and

therefore refusal to receive the vaccine could not be

grounds for termination. See App. to Def. ALPA’s

Opp’n to Pls.’ Mot. for Leave to Amend at 149-54; see

also id. ¶ 43 (alleging that, in filing the instant grievance, “[t]he union took the position that it would not

challenge the vaccine mandate as a violation of the

collective bargaining agreement, but rather requested

that the company treat unvaccinated pilots as lacking

qualification and therefore subject to limited discipline”).

The fact that ALPA took this step puts the lie to

the plaintiffs’ contention that ALPA handled the

grievances in a perfunctory manner or egregiously

disregarded union members’ rights. Rather, the above

facts taken from the FAC and documents attached to

ALPA’s motion reflect that ALPA made a discretionary

decision on how to address the vaccine mandate.

When deciding how to proceed with a member grievance, the union may consider “such factors as the

wise allocation of its own resources, its relationship

with other employees, and its relationship with the

employer.” Neal, 349 F.3d at 369. In electing to file an

instant grievance, ALPA likely believed that this was

the best allocation of its resources and/or the best way

to meet the needs of all its members. The important

point is that Wickstrom’s amended complaint does not

supply facts that permit a plausible inference that

App.25a

ALPA chose to file the instant grievance, rather than

the status quo grievance, because it was addressing

his complaint in a perfunctory manner or egregiously

disregarded his rights.

Wickstrom further contends that ALPA’s actions

were arbitrary because after the System Board of

Adjustment arbitrator “found that the vaccine mandate

was not a ‘pilot qualification’ issue,” ALPA failed to

“challenge the mandate as a term or condition of

employment.” First Am. Compl. ¶¶ 49-50. Instead,

according to the FAC, ALPA’s grievance Review Panel

“denied Plaintiffs’ grievance from moving forward to

the system board of adjustment where the ‘terms and

conditions of employment’ argument could be raised

formally through the parties’ grievance system.” Id.

¶ 50.

Wickstrom’s argument is not persuasive. The

grievance Review Panel conducted a hearing over two

days that consisted of formal presentations of the

merits of the grievance, a question-and-answer

session, and multiple sessions of deliberations by the

panel. According to the panel’s decision, it determined

that United “could impose the vaccination requirement

under the UPA, and any lawsuit alleging that United

violated the RLA status quo obligation would be

baseless.” App. to Def. ALPA’s Opp’n to Pls.’ Mot. for

Leave to Amend at 124. Even taking plaintiffs’ allegations as true, ALPA provided well more than the

required “minimal investigation” into Wickstrom’s

grievance following the clarification by the System

Board of Adjustment arbitrator. Given the deferential

standard granted to ALPA’s decision in this context,

the Court cannot find that ALPA acted arbitrarily in

addressing Wickstrom’s grievance. In sum, Wickstrom

App.26a

has not alleged facts that plausibly support a contention

that ALPA’s decision to not take his specific grievance

to arbitration, after a two-day hearing, was arbitrary.

See Yeftich v. Navistar, Inc., 722 F.3d 911, 916 (7th

Cir. 2013) (“[D]eclining to pursue a grievance as far as

a union member might like isn’t by itself a violation of

the duty of fair representation.”).

In sum, the Court finds that Wickstrom has not

sufficiently alleged facts that plausibly show ALPA

breached its duty of fair representation by acting

arbitrarily in addressing his grievances.

2. discrimination and bad faith

A court’s determination of whether a union acted

discriminatorily or in bad faith involves a subjective

inquiry “and requires proof that the union acted (or

failed to act) due to an improper motive.” Neal, 349

F.3d at 369. Mere suggestion by the plaintiffs that the

union “may have failed to pursue grievances on their

behalf for improper reasons” is insufficient without

more. Id. As the Seventh Circuit has noted, “unions

often must make decisions that distinguish among

different categories of employees,” which may at times

mean that the “interests of individual employees

sometimes may be compromised for the sake of the

larger bargaining collective.” Bishop v. Air Line Pilots

Ass’n, Int’l, 900 F.3d 388, 398 (7th Cir. 2018). At this

phase, plaintiffs must plausibly allege facts that show

that ALPA’s actions were fraudulent, deceitful, or

dishonest. See id.; see also Amalgamated Ass’n of St.,

Elec. Ry. & Motor Coach Emps. of Am. v. Lockridge,

403 U.S. 274, 299 (1971).

Wickstrom alleges throughout the proposed FAC

that ALPA colluded with United to enforce the COVID-

App.27a

19 vaccination policy. See First Am. Compl. ¶¶ 21, 31,

57, 62, 64. But in making these allegations,

Wickstrom fails to put forth any facts that plausibly

support a finding that ALPA acted with an improper

motive in addressing United’s vaccination policy. The

majority of Wickstrom’s allegations are wholly conclusory statements ascribing the label of “collusion” to

ALPA’s actions without saying much else. More to the

point, however, the Court already determined that the

facts alleged in the initial complaint were not

sufficient to plausibly allege that ALPA breached its

duty of fair representation by acting in a discriminatory manner or in bad faith. See Wickstrom,

2023 WL 5720989, at *6-7. Considering the additional

facts alleged in the proposed FAC, the Court again

finds that Wickstrom has not plausibly alleged that

ALPA’s actions were discriminatory or taken in bad

faith.

In the proposed FAC, Wickstrom alleges that

“[a]lthough the United Pilots’ agreement (Sec. 21-U

and 21-G) contained a specific provision allowing the

union to intervene on a pilot’s behalf regarding

matters of discrimination and violations of federal

law,” ALPA took a “hands-off stance.” First Am.

Compl. ¶ 31. Wickstrom contends that this “is yet

another example of ALPA’s collusive conduct.” Id. ¶ 31,

n.1. This allegation is the type of “mere suggestion”

that the court found insufficient in Neal, and it is no

more effective here. To support a claim of bad faith,

Wickstrom must plausibly allege “fraud, deceitful

action or dishonest conduct.” Lockridge, 403 U.S. at

299. The allegation that the UPA allowed ALPA to

intervene on the pilot’s behalf, but that ALPA did not

intervene, is not sufficient to plausibly allege

App.28a

fraudulent, deceitful, or dishonest conduct without

more.

Wickstrom next contends that ALPA acted in bad

faith by colluding with United “to impose vaccine

mandates on its workforce in full or in part to

maintain federal funding.” First Am. Compl. ¶ 21.

Putting aside that this allegation is wholly conclusory,

it also fails to plausibly show that ALPA acted in bad

faith. A desire to maintain federal funding—if that is

what motivated ALPA—does not suggest an improper

motive because, as the Court previously noted, “preventing pilot layoffs and pay cuts are legitimate union

purposes, as is protecting ALPA’s members’ health.”

Wickstrom, 2023 WL 5720989, at *6.

Wickstrom further alleges that ALPA gave

members incorrect advice regarding United’s religious

accommodations process. These allegations fail to

plausibly state a claim for the same reason the Court

previously determined: at no point in the proposed

FAC does Wickstrom allege that he sought or wished

to seek a religious exemption under United’s vaccine

mandate. Therefore, even if ALPA’s incorrect advice

constituted a breach of the duty of fair representation,

any such breach was harmless. A “plaintiff cannot

recover for [a] harmless breach of duty of fair representation.” Garcia, 58 F.3d at 1180.

Wickstrom next alleges that ALPA “fail[ed] to

follow its own policies that required member ratification

of LOAs” and that this is evidence of its “collusion with

United to not oppose an alternation to the company’s

basic employment conditions.” First Am. Compl.

App.29a

¶ 62.2 Wickstrom contends that the promulgation of

LOA 21-02 is one link in a chain of events that shows

ALPA’s bad faith. Specifically, Wickstrom alleges that

ALPA initially “advised plaintiffs and the United pilot

membership that they should expect United

management to try to unilaterally alter the collective

bargaining agreement with respect to working

conditions as a result of the COVID-19 pandemic and

called for a united front to forestall United

management efforts.” Id. ¶ 18. But then, according to

Wickstrom, ALPA changed its tune and “erroneously

claimed that a vaccine mandate was contractually

permissible.” Id. ¶ 20. All of this was done, Wickstrom

contends, because ALPA and United wanted “in full or

in part to maintain federal funding.” Id. ¶ 21. As a

result of this “collusion,” Wickstrom alleges, ALPA

“assisted United management in instituting a two-tier

system limiting compensation for unvaccinated

pilots,” causing “[p]ilots who were unvaccinated . . . to

suffer financial loss.” Id. ¶¶ 23-24.

Wickstrom’s allegations do not support a plausible

contention that ALPA acted fraudulently, deceitfully,

or dishonestly. Though ALPA appears to have changed

its position on the vaccine mandate, Wickstrom does

not allege specific facts that show that it acted due to

an improper motive as opposed to “considering the

larger bargaining collective.” See Bishop, 900 F.3d at

398; see also Bishop v. Air Line Pilots Ass’n, Int’l, 5

F.4th 684, 698 (7th Cir. 2021) (affirming the grant of

2 Wickstrom makes clear that he contends that “ALPA’s

promulgation of LOA 21-02 is evidence of the union’s collusion

with plaintiffs employer” and that he does not allege ALPA’s

failure to present LOA 21-02 for member ratification as a basis

for his claim. Pls.’ Reply in Supp. of Proposed Am. Compl. at 5.

App.30a

summary judgment because, though plaintiffs did

identify a “specific misrepresentation” made by ALPA

to justify adopting a policy, this misrepresentation

was not evidence that the “sole motivation in adopting

[the policy] was discriminatory or in bad faith”).

All other allegations in the proposed FAC have

previously been addressed by the Court and found not

to sufficiently allege that ALPA acted fraudulently,

deceitfully, or dishonestly. See Wickstrom, 2023 WL

5720989, at *6-7. The Court’s analysis of these allegations remains unchanged based on the FAC. In sum,

the Court finds that Wickstrom has not plausibly

alleged that ALPA breached its duty of fair representation by acting discriminatorily or in bad faith.

Conclusion

The Court concludes that Wickstrom has again

failed to allege a plausible claim that ALPA breached

its duty of fair representation. For this reason, his

proposed amendment would be futile, and the Court

therefore denies his motion for leave to amend [dkt.

no. 52]. At this point, Wickstrom has had a sufficient

opportunity to state a viable claim against ALPA, and

he has been unable to do so. The Court therefore

directs the Clerk to enter judgment stating: This case

is dismissed with prejudice.

/s/ Matthew F. Kennelly

United States District Judge

Date: December 11, 2024

App.31a

JUDGMENT, U.S. DISTRICT COURT FOR THE

NORTHERN DISTRICT OF ILLINOIS

(DECEMBER 11, 2024)

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

________________________

KEVIN D. WICKSTROM, ET AL.,

Plaintiff(s),

v.

AIR LINE PILOTS ASSOCIATION,

INTERNATIONAL,

Defendant(s).

________________________

Case No. 23 C 2631

Before: Matthew F. KENNELLY,

United States District Judge.

JUDGMENT IN A CIVIL CASE

Judgment is hereby entered (check appropriate box):

☒

other: This case is dismissed with prejudice.

This action was (check one):

☒

decided by Judge Matthew F. Kennelly on a

motion

App.32a

Thomas G. Bruton, Clerk of Court

Melissa Astell, Deputy Clerk

Date: 12/11/2024

App.33a

NOTICE OF ISSUANCE OF MANDATE,

U.S. COURT OF APPEALS FOR THE

SEVENTH CIRCUIT

(NOVEMBER 24, 2025)

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT

________________________

KEVIN D. WICKSTROM, ET AL.,

Plaintiffs-Appellants,

v.

AIR LINE PILOTS ASSOCIATION,

INTERNATIONAL,

Defendant-Appellee.

________________________

No. 25-1036

District Court No: 1:23-cv-02631

Northern District of Illinois, Eastern Division.

District Judge Matthew F. Kennelly

NOTICE OF ISSUANCE OF MANDATE

To: Thomas G. Bruton

UNITED STATES DISTRICT COURT

Northern District of Illinois

Chicago, IL 60604

________________________

Herewith is the mandate of this court in this

appeal, along with the Bill of Costs, if any. A certified

App.34a

copy of the opinion/order of the court and judgment, if

any, and any direction as to costs shall constitute the

mandate.

AMOUNT OF BILL OF COSTS (do not include the $):

357.00

DATE OF MANDATE OR AGENCY CLOSING LETTER

ISSUANCE:

11/24/2025

RECORD ON APPEAL STATUS:

No record to be returned

App.35a

BILL OF COSTS

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT

________________________

KEVIN D. WICKSTROM, ET AL.,

Plaintiffs-Appellants,

v.

AIR LINE PILOTS ASSOCIATION,

INTERNATIONAL,

Defendant-Appellee.

________________________

No. 25-1036

District Court No: 1:23-cv-02631

Northern District of Illinois, Eastern Division.

District Judge Matthew F. Kennelly

Taxed in Favor of: Appellee Air Line Pilots Association,

International

________________________

The mandate or agency closing letter issued in

this cause on November 24, 2025.

BILL OF COSTS issued in the amount of: $357.00.

App.36a

1.

For docketing a case on appeal or review or

docketing any other proceeding:

2.

For reproduction of any record or paper, per

page:

3.

For reproduction of briefs:

$357.00 (Total Cost Each Item)

TOTAL: $357.00

App.37a

MEMORANDUM OPINION AND ORDER,

U.S. DISTRICT COURT FOR THE

NORTHERN DISTRICT OF ILLINOIS

(SEPTEMBER 5, 2023)

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

________________________

KEVIN D. WICKSTROM, ET AL.,

Plaintiffs,

v.

AIR LINE PILOTS ASSOCIATION,

INTERNATIONAL,

Defendant.

________________________

Case No. 23 C 2631

Before: Matthew F. KENNELLY,

United States District Judge.

MEMORANDUM OPINION AND ORDER

MATTHEW F. KENNELLY, District Judge:

Kevin D. Wickstrom, Robert D. Williamson, Erik

W. Wichmann, James R. Breitsprecher, Tony H.

McKenzie, Jon A. Sterling, Forace Hogan, Christopher

P. Gates, and John Ellis (collectively, Wickstrom),

assert that their union, Air Line Pilots Association,

International (ALPA), breached its duty of fair repre-

App.38a

sentation. ALPA has moved to dismiss for lack of

subject matter jurisdiction and for failure to state a

claim. For the reasons stated below, the Court grants

the motion to dismiss for failure to state a claim.

Background

On August 6, 2021, United Airlines announced

that all employees would be required to be fully

vaccinated against COVID-19. Wickstrom, an ALPA

member and United pilot, was terminated for refusing

to comply with United’s COVID-19 vaccination policy.

A.

ALPA’s response

In his complaint,1 Wickstrom describes ALPA’s

response to United’s developing COVID-19 vaccination

policies as follows.

In May 2021, ALPA and United adopted Letter of

agreement (LOA) 21-02, which prohibited United

from mandating COVID-19 vaccinations and instead

provided monetary incentives for pilots to receive the

vaccine. LOA 21-02 also restricted certain destinations

to vaccinated pilots only. Wickstrom alleges that when

an ALPA member “raised an objection to the

emergency use authorization status of the vaccine,”

ALPA’s Master Executive Council’s (MEC) Chair told

1 The Court also refers to the documents that ALPA attaches to

its motion to dismiss, namely, the collective bargaining agreement,

LOA 21-02, and the parties’ grievances, which are “referred to in

[Wickstrom]’s complaint and are central to his claim.” Burke v.

401 N. Wabash Venture, LLC, 714 F.3d 501, 505 (7th Cir. 2013)

(internal quotation marks omitted). Wickstrom did not object to

ALPA’s contention that these documents may be considered in

deciding a motion to dismiss.

App.39a

that member to “go get a fucking shot and collect $4K

or he can STFU.” Compl. ¶ 29.

Wickstrom alleges that United then breached

LOA 21-02 by requiring pilots to justify their requests

for vaccine exemptions and by increasing the number

of countries designated as destinations for vaccinated

pilots. ALPA did not challenge United’s alleged

breaches. United eventually terminated LOA 21-02

when it established the vaccine mandate in August

2021. United created an accommodation process “for

vaccine objectors.” Id. ¶ 32. Wickstrom alleges that

ALPA did not assist members in seeking religious

accommodations and provided “incorrect legal advice

concerning the religious accommodation process.” Id.

¶ 36. In his complaint, Wickstrom does not allege that

the vaccine violates any plaintiffs religious practices

or that any plaintiff sought a religious accommodation.

A.

The grievance process

Wickstrom alleges that because United and

ALPA’s collective bargaining agreement (CBA) had

lapsed, “all parties were required by the Railway

Labor Act to maintain the terms and conditions of the

previous [CBA] until a new contract was signed.” Id.

¶ 20.

Under the CBA, pilots may file grievances concerning any United action, except for matters involving

discipline or discharge, with United’s Chief Pilot.

Pilots may appeal the Chief Pilot’s decision to United’s

Senior Vice President-Flight Operations. If United

denies the pilot’s grievance, ALPA may appeal the

grievance to United’s System Board of Adjustment,

which includes a neutral arbitrator. If a pilot disputes

ALPA’s decision not to appeal the grievance, the pilot

App.40a

may seek review from ALPA’s MEC grievance Review

Panel.

On August 24, 2021, United pilots, including

three of the plaintiffs, filed non-disciplinary grievances

opposing the vaccine mandate. One of the contentions

the pilots raised was that because the CBA had lapsed,

United’s vaccine mandate violated the company’s

obligation under section 6 of the Railway Labor Act

(RLA) to maintain the status quo. ALPA did not assist

with those grievances, and United denied the

grievances. The pilots appealed to the grievance

Review Panel, asking ALPA to submit their grievances

to the System Board of Adjustment. On March 11,

2022, the grievance Review Panel, after a two-day

hearing, declined the pilots’ request. The Panel

reasoned that “any lawsuit alleging that United violated the RLA status quo obligation would be baseless”

and that “Section 21-K [of the CBA] recognizes that

United may change personnel policies upon notice to

ALPA, even though ALPA does not have to agree

beforehand to any such changes.” Dkt. no. 47-1 at 12425.

On September 28, 2021, ALPA filed a grievance

“on behalf of approximately 12 pilots, including several

Plaintiffs,” to the System Board of Adjustment. Compl.

¶ 44. ALPA interpreted the vaccine mandate as a

“pilot qualification” issue, rather than a “condition of

employment.” Id. In its grievance, ALPA argued that

pilots who were unqualified because they were unvaccinated were “subject to limited discipline,” meaning

that United lacked just cause to terminate them. Id.

In February 2022, the Board denied the grievance,

finding that ALPA “did not meet its burden of showing

that [United] violated Section 20-A-5-d of the [CBA]

App.41a

when it refused to place unvaccinated pilots on nonqualified status” and that the CBA “does not appear

to preclude [United] from using the discipline process

for violation of its COVID-19 vaccination policy.” Dkt.

no. 47-1 at 173. The Board “ma[de] no determination as

to whether the discipline imposed on the pilots who

form the subject of this grievance was for just cause or

not,” because that question was outside the scope of

the Board’s jurisdiction. Id.

After the plaintiffs were terminated, ALPA also

filed termination grievances for each plaintiff. The

grievance process for each plaintiff is still ongoing.

Discussion

ALPA has moved to dismiss under Federal Rule

of Civil Procedure 12(b)(1), contending that the Court

lacks subject matter jurisdiction over Wickstrom’s

claim because his claim is not ripe and over the claims

of six plaintiffs who failed to exhaust ALPA’s internal

grievance procedures. ALPA has also moved to

dismiss the complaint for failure to state a claim

under Federal Rule of Civil Procedure 12(b)(6).

A.

Subject matter jurisdiction

First, ALPA contends that Wickstrom’s suit is not

ripe because the plaintiffs’ termination grievances are

ongoing. If the plaintiffs’ termination grievances are

ultimately successful, ALPA argues, this will resolve

their claimed harm.

“The ripeness doctrine arises out of the Constitution’s case-or-controversy requirement, as claims

premised on uncertain or contingent events present

justiciability problems.” Church of Our Lord & Savior

App.42a

Jesus Christ v. City of Markham, 913 F.3d 670, 676

(7th Cir. 2019); see also Wis. Right to Life State Pol.

Action Comm. v. Barland, 664 F.3d 139, 148 (7th Cir.

2011) (“Ripeness doctrine is based on the Constitution’s

case-or-controversy requirements as well as discretionary prudential considerations.”). “Whether a claim is

ripe for adjudication depends on ‘the fitness of the

issues for judicial decision’ and ‘the hardship to the

parties of withholding court consideration.’” Barland,

664 F.3d at 148 (quoting Pac. Gas & Elec. Co. v. State

Energy Res. Conservation & Dev. Comm’n, 461 U.S.

190, 201 (1983)). “A case is not ripe when the parties

point only to hypothetical, speculative, or illusory

disputes as opposed to actual, concrete conflicts.”

Mathis v. Metro. Life Ins. Co., 12 F.4th 658, 664 (7th

Cir. 2021) (internal quotation marks omitted).

ALPA does not dispute that the plaintiffs were

terminated from their employment, and the plaintiffs

allege that their termination was because of ALPA’s

failure to fairly represent them. Thus, the plaintiffs’

claims are not “premised on uncertain or contingent

events.” Church of Our Lord, 913 F.3d at 676; see also

Mathis, 12 F.4th at 664 (holding that “the case was

ripe” where the plaintiff “claimed [the defendant]

damaged him by its past conduct”). ALPA does not cite

any authority for the proposition that the plaintiffs’

claims are not ripe because there is a possibility that

“successful resolution of their Grievances would moot

their claims.” Def.’s Opening Mem. at 8. Rather, it is

ALPA’s mootness argument that “involves uncertain

or contingent events that may not occur as anticipated,

or not occur at all.” Berland, 664 F.3d at 148. The

Court therefore concludes that the plaintiffs’ claims

App.43a

are ripe “as of the date of its decision.” Church of Our

Lord, 913 F.3d at 677.

The only case ALPA cites in the duty of fair representation context illustrates the point. See Dolan v.

Ass’n of Flight Attendants, No. 95 C 7071, 1996 WL

131729 (N.D. Ill. Mar. 20, 1996). In Dolan, the plaintiffs alleged that the union’s intended bargaining

position might cause them to lose their jobs. See id. at

*3. The court held that the plaintiffs’ duty of fair

representation claim was not ripe because the “loss of

jobs alleged by plaintiffs is a remote injury that may

or may not occur.” Id. In this case, by contrast, the

plaintiffs have already been terminated. The case is

therefore ripe.

Next, ALPA contends that the Court lacks subject

matter jurisdiction over the claims of the six plaintiffs

who did not exhaust the grievance process outlined in

the CBA. Although ALPA primarily relies on cases

interpreting the Labor Management Relations Act,

rather than the RLA, Wickstrom does not dispute that

his claim is subject to some kind of exhaustion

requirement. He argues, however, that various exceptions to the requirement apply in this case, including

futility.

As a preliminary matter, it is not clear that

exhaustion is truly a jurisdictional issue. See Staudner

v. Robinson Aviation, Inc., 910 F.3d 141, 148 (4th Cir.

2018) (holding that the exhaustion requirement for a

duty of fair representation claim brought under the

Labor Management Relations Act “is a nonjurisdictional precondition to suit rather than a jurisdictional limit”); Emswiler v. CSX Transp., Inc., 691 F.3d

782, 790 (6th Cir. 2012) (“[C]ompletion of the RLAmandated arbitral process does not affect a district

App.44a

court’s subject matter jurisdiction over a claim but

instead goes to the court’s ability to reach the merits

of a dispute and grant relief. . . . ”); Miller v. Sw.

Airlines Co., 926 F.3d 898, 901 (7th Cir. 2019) (noting

that “[n]one of this circuit’s [RLA] decisions considers

the effect of the Supreme Court’s modern

understanding of the difference between ‘jurisdiction’

and other kinds of rules”). As both parties recognize,

the exhaustion requirement is subject to equitable

exceptions. See Clayton v. Int’l Union, United Auto.,

Aerospace, & Agr. implement Workers of Am., 451 U.S.

679, 689 (1981) (“[C]ourts have discretion to decide

whether to require exhaustion of internal union

procedures.”). Because courts have “no authority to

create equitable exceptions to jurisdictional requirements,” Bowles v. Russell, 551 U.S. 205, 214 (2007), it

follows that the exhaustion requirement is not

jurisdictional.

That said, Wickstrom does not argue this point,

contending instead that he has sufficiently alleged

that exhaustion would have been futile in this case.

The Court agrees. “Among the (non-exclusive) factors

bearing on” whether to dismiss a duty of fair representation claim for failure to exhaust “are: (1) whether

the union has manifested such hostility to the plaintiffs grievance as to render exhaustion of his internal

appeal rights futile, (2) whether the internal union

appeals procedures are inadequate either to

reactivate the grievance or to result in complete relief

to the plaintiff, and (3) whether demanding

exhaustion would cause undue delay in the resolution

of the plaintiffs complaint.” Bell v. DaimlerChrysler

Corp., 547 F.3d 796, 805 (7th Cir. 2008). At the motion

to dismiss stage, Wickstrom has sufficiently alleged

App.45a

that ALPA’s hostility toward his grievances about the

vaccine mandate rendered exhaustion futile. See Lewis

v. Loc. Union No. 100 of Laborers’ Int’l Union of N.

Am., 750 F.2d 1368, 1381 (7th Cir. 1984) (“Mt is

unreasonable to impose an exhaustion requirement

solely on the basis of the pleadings when it is clear

that the issue of union hostility has been raised and

that the resolution of that issue requires further

factual development.”); Stevens v. Nw. Indiana Dist.

Council, United Bhd. of Carpenters, 20 F.3d 720, 733

n.30 (7th Cir. 1994) (“Mere allegations of union hostility

may suffice to forestall dismissal at the pleading stage

of a suit when the opportunity for factual development

has not yet occurred . . . .”). Most of the cases ALPA

cites are resolved on summary judgment and are

therefore inapposite.

In sum, the Court denies ALPA’s motion to

dismiss for lack of subject matter jurisdiction.

B.

Failure to state a claim

To survive dismissal under Federal Rule of Civil

Procedure 12(b)(6), a complaint need only “contain

sufficient factual matter, accepted as true, to ‘state a

claim to relief that is plausible on its face.” Ashcroft v.

Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp.

v. Twombly, 550 U.S. 544, 570 (2007)). The Court

must accept as true all well-pleaded factual allegations in the complaint and draw all reasonable

inferences in the plaintiffs favor. See NewSpin Sports,

LLC v. Arrow Elecs., Inc., 910 F.3d 293, 299 (7th Cir.

2019). The complaint must provide sufficient factual

allegations to allow the Court to “draw the reasonable

inference that the defendant is liable for the misconduct

alleged.” Iqbal, 556 U.S. at 678.

App.46a

First, ALPA contends that Wickstrom’s claim

must be dismissed because he has failed to allege a

breach of the CBA. “Success in a hybrid contract/DFR

suit depends on showing both that the employer

violated the contract and that the union did not

represent the workers fairly.” Cunningham v. Air Line

Pilots Ass’n, Int’l, 769 F.3d 539, 541 (7th Cir. 2014).

ALPA argues that this is a “hybrid” suit because

Wickstrom alleges that United breached the CBA and

that ALPA violated the duty of fair representation by

failing to challenge the breach.

Wickstrom does not clearly explain the basis of

his duty of fair representation claim.2 On the one

hand, Wickstrom does not challenge ALPA’s contention

that he has brought a hybrid suit. See Pls.’ Resp. Br.

at 4 (“Although the employer is not named as a

Defendant in this action, plaintiffs understand that

the Court may nevertheless qualify this case as a

hybrid lawsuit.”). On the other hand, Wickstrom also

alleges that ALPA violated the duty of fair representation by failing to challenge United’s change to his

working conditions while section 6 negotiations under

the RLA were ongoing. See Air Line Pilots Ass’n, Int’l

v. United Air Lines, Inc., 802 F.2d 886, 916 (7th Cir.

1986) (“Section 6 requires maintenance of the status

quo with respect to rates of pay, rules, and working

conditions.”). This allegation is not necessarily premised on a violation of the existing CBA. See id. (“We

have stressed that the status quo extends to those

2 Wickstrom does specifically note that he does not assert a duty

of fair representation claim premised on his “allegations

regarding LOA 21-02.” Pls.’ Resp. Br. at 6 n.1. Thus, the Court

need not address ALPA’s contention that such a claim, if it were

asserted, must be dismissed.

App.47a

actual, objective working conditions out of which the

dispute arose, and clearly these conditions need not be

covered in an existing agreement.” (quoting Detroit &

T.S.L.R. Co. v. United Transp. Union, 396 U.S. 142,

153 (1969))). Thus, the Court examines both potential

theories underlying Wickstrom’s duty of fair representation claim.

First, regarding ALPA’s failure to challenge

United’s alleged CBA violation, Wickstrom does not

respond to ALPA’s contention that United’s vaccine

requirement was permitted by Section 21-K of the

CBA. Thus, Wickstrom has forfeited any argument

that United violated the CBA. See Bonte v. U.S. Bank,

N.A., 624 F.3d 461, 466 (7th Cir. 2010) (“Failure to

respond to an argument . . . results in waiver.”). By

forfeiting this point, Wickstrom’s duty of fair representation claim premised on ALPA’s failure to process

his grievance that United violated the CBA necessarily

fails. See White v. Gen. Motors Corp., 1 F.3d 593, 595

(7th Cir. 1993) (“When an employee’s underlying

contractual claim lacks merit as a matter of law, the

employee cannot complain that the union breached its

duty of fair representation in failing to process his or

her grievance.”); Nemsky v. ConocoPhillips Co., 574

F.3d 859, 868 (7th Cir. 2009) (holding that, where the

plaintiff failed to advance a “viable breach of contract

theory,” “his hybrid claim therefore c[ould] not

succeed”).

Second, regarding ALPA’s failure to challenge

United’s alleged status quo violation, “[a] union

breaches the duty of fair representation if its actions

are (1) arbitrary, (2) discriminatory, or (3) made in bad

faith.” Bishop v. Air Line Pilots Ass’n, Int’l, 900 F.3d

388, 397 (7th Cir. 2018). “[E]ach prong must be

App.48a

considered separately in determining whether or not

a breach has been pleaded.” Id. (alteration accepted)

(internal quotation marks omitted). Wickstrom contends that he has alleged a breach of the duty of fair

representation under all three theories. The Court

addresses each in turn.

1. Arbitrary

First, “[t]he Supreme Court has held that a

‘union’s actions are arbitrary only if, in light of the

factual and legal landscape at the time of the union’s

actions, the union’s behavior is so far outside a wide

range of reasonableness, as to be irrational.” Rupcich

v. United Food & Corn. Workers Int’l Union, 833 F.3d

847, 854 (7th Cir. 2016) (quoting Air Line Pilots Ass’n,

Int’l v. O’Neill, 499 U.S. 65, 67 (1991)). In determining

whether ALPA acted arbitrarily, the Court “employ[s]

an objective inquiry.” Bishop, 900 F.3d at 397 (internal

quotation marks omitted). “[A]ny substantive

examination of a union’s performance must be highly

deferential, recognizing the wide latitude that

negotiators need for the effective performance of their

bargaining responsibilities.” Id. at 398 (alterations

accepted) (quoting O’Neill, 499 U.S. at 78).

“Insofar as grievances are concerned, ‘a union

may not arbitrarily ignore a meritorious grievance or

process it in a perfunctory fashion.” Neal v. Newspaper

Holdings, Inc., 349 F.3d 363, 369 (7th Cir. 2003)

(quoting Vaca v. Sipes, 386 U.S. 171, 191 (1967)).

“But . . . only an egregious disregard for the union

members’ rights constitutes a breach of the union’s

duty.” Id. (alteration accepted) (internal quotation

marks omitted). “At the pleading stage, [the plaintiff]

need not prove that the union acted irrationally; that

App.49a

said, he must include enough details about the subjectmatter of the case to present a story that holds

together.” Taha v. Int’l Bhd. of Teamsters, Loc. 781,

947 F.3d 464, 470 (7th Cir. 2020) (internal quotation

marks omitted).

Wickstrom’s contention that ALPA acted irrationally does not hold together. He alleges that ALPA

failed to challenge the vaccine mandate. But, as

explained above, he failed to respond to ALPA’s

contention that the CBA permitted United to require

COVID-19 vaccinations. To the extent Wickstrom

alleges that ALPA should have filed suit to prevent

the vaccine mandate, ALPA contends that it could not

have done so because such a dispute would be a “minor

dispute” under the RLA and therefore not a basis for

a lawsuit in court seeking an injunction. See Def.’s

Opening Mem. at 11. Wickstrom does not respond to this

contention. Although Wickstrom points to the System

Board of Adjustment’s opinion that being unvaccinated was not a “pilot qualification” issue, Pls.’ Resp.

Br. at 16, he does explain how that suggests that

ALPA’s determination that it could not pursue an

injunction was “so far outside a ‘wide range of

reasonableness’ that it is wholly ‘irrational.” Bishop,

900 F.3d at 398 (quoting O’Neill, 499 U.S. at 78).

Moreover, Wickstrom has not alleged that ALPA

pursued their grievances in a perfunctory way. Rather,

he alleges that ALPA did pursue to arbitration

grievances challenging United’s vaccine mandate, but

on different grounds than he would have preferred. But

ALPA “is not obliged to take all member grievances to

arbitration,” and it may consider “such factors as the

wise allocation of its own resources, its relationship

with other employees, and its relationship with the

App.50a

employer” in declining to do so. Neal, 349 F.3d at 369.

Wickstrom has not alleged any facts suggesting that

ALPA’s MEC Grievance Review Panel’s decision, after

a two-day hearing, not to take his specific grievance to

arbitration was arbitrary. See Yeftich v. Navistar,

Inc., 722 F.3d 911, 916 (7th Cir. 2013) (“[D]eclining to

pursue a grievance as far as a union member might

like isn’t by itself a violation of the duty of fair representation.”).

In short, Wickstrom has failed to allege that

ALPA breached the duty of fair representation by

acting arbitrarily.

2. discrimination and bad faith

To allege that “a union’s actions are discriminatory

or in bad faith,” a plaintiff must allege “that the union

acted (or failed to act) due to an improper motive.”

Bishop, 900 F.3d at 398 (internal quotation marks

omitted). This “calls for a subjective inquiry into the

union’s motives.” Id. The Seventh Circuit has

recognized that “[t]he interests of individual employees sometimes may be compromised for the sake

of the larger bargaining collective.” Id. (internal

quotation marks omitted). Thus, “a claim of discrimination or bad faith must rest on more than a showing

that a union’s actions treat different groups of employees differently.” Id. Put another way, “[a] union

member’s claim must be based on more than the discriminatory impact of the union’s otherwise rational

decision to compromise.” Id. Examples of improper

motives include “disfavor[ing] members who supported

a losing candidate for union office,” “mak[ing] decisions

for no apparent reason other than political expediency,”

or “mak[ing] decisions solely for the benefit of a

App.51a

stronger, more politically favored group over a minority

group.” Id. at 398-99 (internal quotation marks omitted). “A conclusory allegation of bad faith conduct,

without more, does not show illegality.” Taha, 947

F.3d at 472.

Wickstrom’s allegations that ALPA discriminated

against unvaccinated pilots by failing to pursue his

grievances or challenge the vaccine mandate in the

manner he wished do not suggest an improper motive.

Wickstrom does not allege that ALPA acted for “no

apparent reason other than political expediency.” See

Bishop, 900 F.3d at 399 (internal quotation marks

omitted). Rather, he alleges that ALPA was motivated

to demonstrate that “it was deserving of money from

the government because all of its pilots were vaccinated.” Pls.’ Resp. Br. at 18. This does not amount to an

improper motive because, as ALPA points out,

“preventing pilot layoffs and pay cuts are legitimate

union purposes, as is protecting ALPA’s members’

health.” Def.’s Reply Br. at 6. Thus, Wickstrom has not

alleged that ALPA “arbitrarily cho[se] to disregard [his]

interests” as an unvaccinated pilot “in favor of the

interests of the stronger, more politically favored

majority” of vaccinated pilots, but rather that ALPA

was required to “make decisions” about its response to

the COVID-19 pandemic that had a “discriminatory

impact” on unvaccinated pilots. See Bishop, 900 F.3d

at 398-99 (internal quotation marks omitted).

Wickstrom alleges that ALPA’s hostility toward

unvaccinated pilots is illustrated by the MEC Chair’s

response to a “member who raised an objection to the

emergency use authorization status of the vaccine to

‘go get a fucking shot and collect $4K or he can STFU.’”

Compl. ¶ 29. But this response, made months earlier

App.52a

before United established its vaccine mandate, does

not plausibly allege that, in declining to pursue a

grievance challenging the claimed status quo

violation, ALPA acted on the basis of hostility toward

vaccine objectors. Indeed, the fact that ALPA filed a

grievance against United’s vaccine mandate and a

termination grievance on Wickstrom’s behalf “tends to

show that it bore no ill will toward him.” Souter v. Int’l

Union, United Auto., Aerospace & Agr. implement

Workers of Am., Loc. 72, 993 F.2d 595, 599 (7th Cir.

1993).

In short, Wickstrom has not plausibly alleged

that ALPA’s actions were discriminatory or made in

bad faith.

Lastly, Wickstrom alleges that ALPA gave

members incorrect advice about United’s religious

accommodation process. But this allegation fails to

state a claim for breach of the duty of fair representation. First, Wickstrom does not allege that he sought

or wished to seek a religious exemption to United’s

vaccine mandate. Thus, even assuming ALPA’s incorrect advice on the process breached the duty of fair

representation, the breach was harmless. A “plaintiff

cannot recover for [a] harmless breach of duty of fair

representation.” Garcia v. Zenith Elecs. Corp., 58 F.3d

1171, 1180 (7th Cir. 1995) (holding that the plaintiffs

union’s “misrepresentations regarding his right to

consult an attorney,” even if made “arbitrarily or in

bad faith,” could not establish a viable claim where

“there [wa]s no [ ] evidence of harm”). Second,

Wickstrom does not respond to ALPA’s contention

that it does not have the exclusive ability to enforce

United’s religious accommodation process, which arises

from Title VII, not the CBA. “If a union does not serve

App.53a

as the exclusive agent for the members of the

bargaining unit with respect to a particular matter,

there is no corresponding duty of fair representation.”

Freeman v. Loc. Union No. 135, 746 F.2d 1316, 1321

(7th Cir. 1984).

In sum, the Court holds that Wickstrom has

failed to allege that ALPA breached its duty of fair

representation. The Court therefore need not address

ALPA’s contention that Wickstrom’s claim is timebarred.

Conclusion

For the reasons stated above, the Court denies

defendant’s motion to dismiss for lack of subject

matter jurisdiction but grants defendant’s motion to

dismiss for failure to state a claim [dkt. no. 47]. Unless

plaintiffs file, by September 26, 2023, a proposed

amended complaint stating at least one viable claim

over which the Court has jurisdiction, the Court will

enter judgment in favor of defendant. The case is set

for a telephonic status hearing on September 29, 2023

at 9:00 a.m., using call-in number 888-684-8852,

access code 746-1053.

/s/ Matthew F. Kennelly

United States District Judge

Date: September 5, 2023

App.54a

ORDER DENYING PETITION FOR

REHEARING, U.S. COURT OF APPEALS FOR

THE SEVENTH CIRCUIT

(NOVEMBER 14, 2025)

UNITED STATES COURT OF APPEALS

FOR THE SEVENTH CIRCUIT

________________________

KEVIN D. WICKSTROM, ET AL.,

Plaintiffs-Appellants,

v.

AIR LINE PILOTS ASSOCIATION,

INTERNATIONAL,

Defendant-Appellee.

________________________

No. 25-1036

Appeal from the United States District Court

for the Northern District of Illinois, Eastern Division.

No. 1:23-cv-02631

Matthew F. Kennelly, Judge.

Before: Amy J. ST. EVE, John Z. LEE,

Joshua P. KOLAR, Circuit Judges.

On consideration of appellants' petition for

rehearing, no judge in regular active service has

requested a vote on the petition for rehearing en bane

and the judges on the original panel have voted to

deny rehearing. It is, therefore, ORDERED that the

petition for rehearing is DENIED.