When your union and management disagree about what contract language means, an arbitrator often becomes the final decision-maker. Understanding how these neutrals approach contract interpretation can help you evaluate potential grievances and strengthen your workplace advocacy. This guide explores the dominant approaches to contract interpretation in labor arbitration.

Words on Paper: The Foundation of Contract Disputes

Most labor disputes that reach arbitration involve disagreements about what the collective bargaining agreement actually means. When members ask, "Can they really do that?" the answer often depends on how an arbitrator would read your contract's language.

Different arbitrators approach interpretation differently, but most begin with the written words themselves. This approach stems from the fundamental principle that a collective bargaining agreement represents the parties' negotiated compromise—a document they voluntarily created and signed.

Textual Analysis: Starting with What's Written

Most arbitrators begin by examining the specific contract provisions in question. They might ask:

What do these words typically mean in everyday usage?
How are these terms used elsewhere in the agreement?
What do industry standards or technical definitions suggest?
Does the grammar and sentence structure point to a particular meaning?

This analysis often determines whether the language has a single clear meaning or is open to multiple plausible interpretations.

The Text-First Approach

Many arbitrators use what's commonly called a "text-first" approach. This dominant view holds that when contract language is clear and unambiguous, arbitrators should apply that meaning without considering outside evidence.

Arbitrator Theodore St. Antoine explained this traditional perspective: "Words matter. When parties reduce their agreement to writing, we respect their choice of language as the primary expression of their mutual intent."

This approach offers several advantages:

Promotes stability and predictability in labor relations
Honors the bargain the parties actually struck
Discourages attempts to "rewrite" clear provisions through arbitration
Simplifies the resolution process

Under this approach, if your contract clearly states "Overtime shall be offered to qualified employees in order of departmental seniority," an arbitrator likely won't consider management's claim that they verbally agreed to exceptions during negotiations—unless those exceptions appear elsewhere in the agreement.

Determining When Language Is Unclear

Contract language becomes problematic when reasonable people can interpret it differently. Language might be considered unclear when:

It contains inherently vague terms ("reasonable," "promptly," "suitable")
Multiple provisions seem to conflict
The grammar creates potential ambiguity
Technical terms lack definition
New situations arise that weren't contemplated when the language was drafted

For example, consider contract language stating: "Employees shall receive time-and-one-half pay for hours worked beyond eight in a day." Does this apply when an employee voluntarily switches shifts with a coworker and ends up working ten hours? The language doesn't specifically address this situation.

Moving Beyond the Text

When language proves genuinely unclear, most arbitrators will consider additional evidence about what the parties intended, including:

Bargaining history - What proposals and counterproposals led to this language?
Past practice - How have the parties previously applied this provision?
Industry standards - How do similar provisions typically function in your industry?
Contract context - How does this provision relate to other parts of the agreement?

An arbitrator might note: "While I generally focus on the contract language itself, when faced with genuine ambiguity, I must consider evidence that helps clarify what the parties intended this provision to accomplish."

The Integrated Approach: A Growing Trend

Some arbitrators now favor a more integrated approach that considers context alongside text from the beginning of the analysis. They argue that:

Words rarely have universal "plain" meanings
All language requires some degree of interpretation
Context helps determine which potential meaning makes most sense
A broader analysis leads to more accurate results

Arbitrator Susan Palmer represents this view: "I always begin with the language, but I recognize that understanding what words mean requires considering their context. Looking at bargaining history and past practice helps me understand what the parties were trying to accomplish."

When Both Parties Made the Same Mistake

Sometimes contract language clearly fails to capture what both parties actually intended. This "mutual mistake" provides one significant exception to text-focused interpretation.

When both parties acknowledge that the written language doesn't reflect their actual agreement, arbitrators may "reform" the contract to align with the proven mutual intent. However, this exception requires compelling evidence that both sides share the same understanding—a unilateral misunderstanding won't suffice.

Practical Lessons for Union Members

This understanding of contract interpretation offers several practical lessons:

Words matter tremendously. What ends up in writing generally controls the outcome of disputes. Pay careful attention to contract language during negotiations.
Be precise in contract drafting. Vague terms like "reasonable" or "appropriate" invite disputes about their meaning. When possible, use specific language: "within 14 calendar days" rather than "promptly."
Document shared understandings. If both parties have a specific interpretation in mind, consider creating side letters or memoranda that clarify your shared intent.
Consider how new situations might be handled. During negotiations, think about how contract language would apply to unusual circumstances or new situations that might arise.
Analyze contract strength objectively. When evaluating potential grievances, consider how an arbitrator would likely view the relevant contract language—not just what you believe it should mean.

Common Misconceptions

Several misconceptions about contract interpretation persist among union members:

Misconception #1: "The arbitrator will understand what we really meant." Reality: Most arbitrators focus primarily on what the contract actually says, not what one party claims it meant to say.

Misconception #2: "Past practice always controls." Reality: Past practice becomes most relevant when contract language is unclear—it rarely overrides clear, unambiguous language.

Misconception #3: "Bargaining history trumps contract language." Reality: While bargaining history may help clarify ambiguous provisions, it rarely supersedes clear contractual text.

Misconception #4: "Arbitrators will fix poorly written language." Reality: Arbitrators typically interpret the contract as written rather than rewriting problematic provisions.

Case Study: The Scheduling Dispute

Consider this example: A contract states, "The Employer shall schedule employees for overtime work in order of seniority." Management begins offering overtime first to senior employees but then moves to the next person if the senior employee declines. The union grieves, arguing that declined overtime should be counted as "offered" so the next most senior person gets the next opportunity.

Here's how different arbitrators might approach this:

Text-Focused Arbitrator: "The language states overtime work shall be 'scheduled' in order of seniority. Once an employee declines, the employer must continue offering in seniority order. The contract doesn't distinguish between initial offers and subsequent offers."

Contextual Arbitrator: "I note that elsewhere the contract distinguishes between 'offering' and 'scheduling,' suggesting a difference. The bargaining history shows the parties specifically discussed this issue and agreed that declined opportunities would still count as having been 'scheduled' for tracking purposes."

Integrated Approach Arbitrator: "While the language about 'scheduling' could reasonably be interpreted either way, I find the five-year practice of moving to the next senior employee after a declination particularly persuasive, especially since the union never previously objected to this consistent application."

Strengthening Your Contract Language

To reduce interpretive disputes in future contracts, consider these strategies:

Include a glossary of key terms with specific definitions
Add examples that illustrate how provisions should be applied
Address exceptions and special circumstances explicitly
Use consistent terminology throughout the agreement
Avoid passive voice and unclear pronouns

Conclusion

Understanding how arbitrators interpret contract language can help your union make strategic decisions about contract enforcement and negotiations. While arbitrators may differ in their specific approaches, most place significant emphasis on the written agreement itself.

By focusing on clarity in contract language, documenting mutual understandings, and realistically evaluating the strength of contractual provisions, your union can develop more effective strategies for protecting members' rights through both negotiations and grievance handling.

Ohio Union Labor Lawyers