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A quarter century ago, in a presentation at the Academy’s annual meeting, I used the phrase “contract reader” to characterize the role an arbitrator plays in construing a collective bargaining agreement. That two-word phrase may be the only thing I ever said before this body which has been remembered. Unfortunately, it is almost invariably misunderstood. Time and again members have reproached me: “What’s the big deal about contract reading, anyway? Isn’t it just the same as contract interpretation?” Or, more substantively scathing: “Do you really think, Ted, that all you have to do to interpret a labor agreement is to read it?!” Those two masters of contract interpretation, Arthur Corbin and Carlton Snow, know that context is nearly everything in extracting meaning from a set of words. When I spoke of the “contract reader” years ago, it was in the context of a paper dealing with judicial review of an arbitrator’s award. The process of contract interpretation as such was not my concern. I had a simple— but I like to think important—point to make. When a court has before it an arbitrator’s award applying a collective bargaining agreement, it is just as if the employer and the union had signed a stipulation stating: “What the arbitrator says this contract means is exactly what we meant it to say. That is what we intended by agreeing that the award would be ‘final and binding.’” In this sense, an “erroneous interpretation” of the contract by the arbitrator is a contradiction in terms. Now, my law school colleague Yale Kamisar, who has had more of his articles cited by the U.S. Supreme Court than any other contemporary scholar, advises us legal scribblers that it is not enough to have a sound idea. “To make a lasting impression,” says Yale, “you must couch your ideas in memorable language.” So, way back in 1977, I tried my best to come up with a catchy phrase to convey my notion about the relationship between arbitrators and the contracts they are asked to interpret. What could be more apt than to get a court to think of the arbitrator as simply picking up the parties’ agreement and “reading it off” as easily and straightforwardly as A-B-C? Yale didn’t tell us, however, that sometimes you can succeed too well. The audience may remember your catchy phrase—and entirely forget your point!


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