Full opinion text
AMENDED BENCH TRIAL RULING JANET C. HALL, District Judge. I. INTRODUCTION The plaintiff, District Lodge 26 of the International Association of Machinists and Aerospace Workers, AFL-CIO (“District 26”), brings this action against defendant United Technologies Corporation, Pratt & Whitney (“Pratt”), alleging that Pratt’s proposed restructuring plans violate the parties’ collective bargaining agreement (“CBA,” or “Agreement”) in two respects. First, District 26 claims that Pratt’s plan for the transfer of work from, and closure of, its Cheshire Engine Center (“Cheshire”) and its Connecticut Airfoils Repair Operations (“CARO”), before the termination of the CBA, violates Letter 22 of the CBA. Letter 22 provides that Pratt will make “every reasonable effort” to keep certain work within the bargaining unit. Second, District 26 claims that these same plans for transfer and closure violate the CBA’s implied covenant of good faith and fair dealing. The case was tried to the court for five days between December 21, 2009 and January 13, 2010. Final post-trial submissions were received on January 15, 2010. Oral argument was held on January 27, 2010. Pursuant to Rule 52 of the Federal Rules of Civil Procedure, the court’s findings of fact and conclusions of law are set forth below. Based upon these findings, the court concludes that Pratt has breached its obligations both under Letter 22 of the CBA and under the implied covenant of good faith and fair dealing. II. BACKGROUND A. Parties The defendant, United Technologies Corporation, is organized under the laws of the State of Delaware and is authorized to conduct, and does conduct, business within the State of Connecticut. Pratt & Whitney is an unincorporated division of United Technologies Corporation (“UTC”). Pratt is an “employer” within the meaning of 29 U.S.C. § 152(2), and it is engaged in “commerce” and is in an industry “affecting commerce” within the meaning of 29 U.S.C. §§ 152(6) and (7). Pratt is a world leader in the design, manufacture, and sale of both commercial and military aircraft engines. Pratt also performs maintenance, repair, and overhaul (“MRO”) of both its commercial and military products. Pratt’s fleet of installed, large commercial jet engines is the oldest of the major commercial jet engine manufacturers. Between 2002 and 2007, Pratt’s market share of installed, large commercial jet engines declined. In 2009, of the three major commercial jet engine manufacturers, Pratt was third in terms of delivery of new, large commercial jet engines. Between 2009 through 2014, Pratt’s share of installed, large commercial jet engines are projected to decline. With respect to commercial jet engine overhaul and repair, worldwide MRO recovery from the economic recession is projected to occur sooner in Asia than in America. District 26 is an unincorporated association organized for the purpose of representing employees of employers engaged in commerce, including certain employees of the defendant. Its principal office and place of business is located in Kensington, Connecticut. District 26 is the exclusive bargaining agent, along with its constituent Local Lodges 700, 1746, and 1746-A, for employees at Pratt facilities in Connecticut. Specifically, it represents all production and maintenance employees at Pratt facilities in East Hartford, Middle-town, Cheshire, and other Connecticut locations (“ConnOps”). District 26 is a “labor organization” within the meaning of 29 U.S.C. § 185(b). Therefore, this court has jurisdiction over this matter pursuant to 29 U.S.C. § 185(a). Two Pratt facilities that are represented by District 26 are the subject of this litigation. Pratt’s Cheshire Engine Center (“Cheshire”) employs bargaining unit employees that perform overhaul and repair work on both commercial and military engines. Currently, Cheshire bargaining unit employees perform overhauls of Pratt’s PW2000 and PW4000 series commercial engines and overhauls of the F117 military engine. Pratt also performs engine overhaul and repair at other facilities, including a facility in Columbus, Georgia known as the Columbus Engine Center (“CEC” or “Columbus”), and a joint venture facility in Singapore known as Eagle Services Asia (“ESA”). Connecticut Airfoils Repair Operations (“CARO”), located in East Hartford, employs bargaining unit employees who primarily perform turbine airfoil repairs, including repair work on blades and vanes for various commercial and military engines, and also perform certain coating operations in support of the turbine airfoils that it services. Pratt also performs turbine airfoil repair, including coating work, at other facilities, including a facility in Dallas known as the Dallas Airfoil Repair Operations (“DARO”), and joint venture facilities in Japan known as Japan Turbine Technologies (“JTT”) and Singapore known as Turbine Overhaul Services (“TOS”). Under the terms of the restructuring plans that Pratt announced in July 2009, Pratt will begin transferring work out of Cheshire and CARO in late January 2010, with final closure of these facilities occurring at different times in 2010 and 2011. B. The 2007 Collective Bargaining Agreement The parties have had a collective bargaining relationship since the early 1940s. On December 3, 2007, Pratt and District 26 entered into their current CBA, which is effective by its terms until midnight on December 5, 2010. UTC is a named party to the Agreement. The agreement contains the following relevant provisions. Article 1, entitled “Management Functions,” provides: It is recognized that in addition to other functions and responsibilities, the Company has and will retain the sole right and responsibility to direct the operations of the Company and in this connection to determine the number and location of its plants; the product to be manufactured; the types of work to be performed; the assignment of all work to employees or other persons; the schedules of production; shift schedules and hours of work; the methods, processes and means of manufacturing; and to select, hire, and demote employees, including the right to make and apply rules and regulations for production, discipline, efficiency, and safety unless otherwise hereinafter provided. Collective Bargaining Agreement (“CBA”), Ex. 1 at Art. 1. Article 24 of the CBA relates to strike or lockout, and it states in relevant part: The Union will not call or sanction any strike, sympathy strike, sitdown, slowdown, other concerted stoppage of work, or picketing of the Company’s plant by employees of the Company during the period of this Agreement. The Company agrees that there will not be a lockout of employees. Id. at Art. 24. Article 27 of the CBA details the procedures that Pratt has agreed to follow if it seeks to close a plant or transfer a business unit, department, cell, or any part of an operation governed by the CBA. Id. at Art. 27. Section 1 provides that Pratt will give notice of its intent to close a plant or transfer, “a minimum of six (6) months in advance of any movement of employees resulting from such intent.” Id. at Art. 27 § 1. Section 1 further provides that this “notice will include identification of the work to be transferred, the expected decrease in the number of represented employees as a direct consequence of the transfer of work and the anticipated date of the transfer of work.” Id. If, upon receiving such notice, District 26 requests to meet and confer with Pratt within ten (10) working days, Pratt shall make itself available to meet and confer within five (5) days of that request. Id. at Art. 27 § 2. The CBA provides that the meet and confer period shall not last longer than forty-five (45) days except by mutual agreement. Id. Further, if District 26 requests information during the meet and confer session or sessions, the Company will promptly make the following information available to the Union: the express reason(s) for intending to transfer the work and, where employment cost is a significant factor, comparative related wages, payroll allowances and employee benefit expenses of represented employees for the work intended to be transferred and of their counterparts who would be assigned the work. Id. at Art. 27 § 3. Article 27 also provides: “The final decision regarding closing a plant or transferring a business unit rests solely with the Company.” Id. at Art. 27 § 2. Article 30 governs the duration of the CBA. It states: “This Agreement shall be in full force and effect until midnight, December 5, 2010, and for additional periods of one (1) year thereafter unless either party hereto shall give written notice of its intent to terminate the Agreement or modify any portion or any of the terms hereof.... ” Id. at Art. 30 § 1. In addition to these articles, attached to and incorporated in the CBA are thirty-four “Letters of Agreement” that confirm certain understandings and agreements reached between Pratt and District 26. Letter 21 provides for the continued existence of the Executive Steering Committee in order to enable the parties “to communicate with each other concerning the issues of job security, productivity, workforce flexibility, training and cost reduction.” Id. at Letter 21. Consisting of members of both Pratt and District 26, this committee is to meet at least once monthly. Id. At the center of this litigation is Letter 22, entitled “Workplace Guarantees and Subcontracting.” This Letter provides: The Company agrees during the life of this Agreement that it will continue to employ bargaining unit members at its facilities in East Hartford, Middletown, and Cheshire.... Except under the circumstances described in Section 3 hereof, the Company will make every reasonable effort to preserve the work presently and normally manufactured by employees covered by Article 2 of this Agreement. Therefore, it is not the intent of the Company to use subcontractors for the purpose of reducing or transferring work that is presently and normally manufactured by employees in the bargaining unit nor to place such work in Maine or Georgia, except in those circumstances. Id. at Letter 22 § 2(A). The parties have stipulated that the work performed at both CARO and Cheshire constitutes “work presently and normally manufactured by employees covered by Article 2,” and is therefore subject to the provisions of Letter 22. See Amended Stipulations (Doc. No. 55) at ¶ 17. Also included in Letter 22 are several definitions of its particular terms that are of crucial importance to the issues currently before the court. These definitions were first incorporated into the CBA during the 2001 contract negotiations, and they were implemented largely in response to the outcome of the appeal of litigation before this court in 2000. First, Letter 22 defines “every reasonable effort” as: [P]ursuing actively and in good faith the goal of preserving the work presently and normally manufactured by employees covered by Article 2, while giving reasonable consideration to the Company’s own interests, including the profitability of its operations. The Company will assign extra value in its decision-making to choices that preserve such work in the bargaining unit. As part of any “meet and confer” process undertaken pursuant to Article 27, the Company will describe the efforts made to comply with this Letter and will provide the Union the opportunity to propose other reasonable efforts, including modifications to the collective bargaining agreement, which the Company will consider in good faith. In no event will “every reasonable effort” require the Company to make a capital investment, increase the size of the workforce, or require lower profits. Id. at Letter 22 § 2(B)(4). Second, Letter 22 defines “to preserve” as: [T]o refrain from transferring out of the bargaining unit work presently and normally manufactured by employees covered by Article 2. To transfer work out of the bargaining unit means discontinuing work presently and normally manufactured within the facilities identified in Article 2 where that discontinuance is coupled with the assignment by the Company of the same work to a facility not identified in Article 2 (including subcontracting the same work to another employer) if such assignment of work is not simply a change in the work mix and as a result causes a layoff of bargaining unit employees in conjunction with that assignment of work. Id. at Letter 22 § 2(B)(3). The parties stipulate, and the court finds, that Pratt’s restructuring plan for Cheshire and CARO constitutes “transferring work” as defined in Letter 22 § 2(B)(3). Pratt concedes that its otherwise absolute right as a company to close a facility and transfer work to another plant under Article 1 of the CBA is subject to, and limited by, Article 27 and Letter 22. Further, the court finds that District 26 surrendered its right to strike in Article 24 in exchange for Letter 22. Letter 22 is a very important component of the collective bargaining agreement to District 26 and its members. Moreover, Pratt understood the significance of Letter 22 to District 26. See Trial Transcript (“Tr.”) at 248-49, 958-59. C. The Restructuring Plans On July 21, 2009, and pursuant to Article 27 of the CBA, Pratt notified District 26 that it had approved plans for closing its Cheshire and CARO facilities. Under the plan to close Cheshire, Pratt will begin relocating overhaul work to the ESA and CEC facilities in the second quarter of 2010, with closure of operations occurring in 2011. If implemented, the Cheshire closure plan would eliminate the jobs of the approximately 669 collective bargaining unit employees that currently work at the facility. Under the plan to close CARO, Pratt will begin relocating turbine airfoil repair work from the CARO facility to DARO, TOS, and JTT in the first quarter of 2010. The cessation of CARO operations is scheduled for the second quarter of 2010. Implementation of the CARO closure plan would eliminate the jobs of the approximately 163 collective bargaining unit employees currently employed at CARO. Cheshire and CARO are each part of Pratt’s worldwide aftermarket overhaul and repair business that services airplane engines and, for the most part, Pratt considered and implemented the plan to close the two facilities as a single restructuring plan. For that reason, the court will generally address together Pratt’s actions with respect to the closure of the two facilities. Nonetheless, in many respects Cheshire and CARO are managed independently of one another. For instance, even though Todd Kallman, Pratt’s President of Commercial Engine and Global Services, ultimately reports on both facilities to Pratt’s President, the Cheshire facility is under the direct supervision of Thomas Mayes, Vice President for Commercial Engines and Global Services, while CARO is under the direct supervision of Thomas Hutton, Vice President of Global Repair Services. As a consequence of there being different managers for each facility, the initial formulation of the closure plans were made largely independent of each other. Therefore, although the court will mostly address the two restructuring plans together, it is necessary to describe separately the origins of the Cheshire and CARO plans. 1. Development of Plan to Close Cheshire Generally, Cheshire has historically performed less well than other Pratt engine repair facilities. Cheshire has had a low return on sales (“ROS”) and a higher overall cost of operation than other Pratt engine overhaul centers; it also has had trouble meeting targets for on-time delivery and “cost of poor quality.” See Ex. 546 at 12. These problems were in existence well before Pratt entered into the current CBA in December of 2007. In 2005, 2006, and 2007, for example, despite having the highest levels of sales and manpower among Pratt’s main engine overhaul facilities (Cheshire, CEC, and ESA), Cheshire had the lowest earnings before interest and taxes (“EBIT”), and the lowest ROS. See id. Cheshire’s comparatively low profitability was attributable mainly to the high labor costs associated with that facility. Additionally, Cheshire’s on-time delivery was 26% in 2007, compared with approximately 85% for ESA and 94-95% for CEC. Although performance has historically been weaker at Cheshire than other facilities, significant improvements have been made between 2007 and the present. On-time delivery, for example, has increased from 26% in July 2007 to 80-85% presently. These improvements have enhanced Cheshire’s profitability. In 2008, Cheshire operated at capacity and at a profit, and even posted EBIT of $14.1 million, a plant record. This enhanced performance led Pratt to routinely offer positive feedback about Cheshire to District 26 during Executive Steering Committee meetings in 2008 and 2009. In May or June 2008, Pratt began considering the possibility of changing the amount or nature of the work performed at Cheshire in order to improve Cheshire’s performance relative to its peer engine overhaul centers. This decision was at least partially motivated by the fact that, despite improvements in the facility’s performance, Cheshire continued to lag behind ESA and CEC across numerous metrics, specifically its comparatively low ROS. Moreover, beginning in July 2008, Pratt perceived a significant threat to volume in Cheshire starting in 2010. Among the reasons for this threat were the severe downturn in the economy generally, as well as the merger of Delta Airlines with Northwest Airlines. The non-renewal of a contract with UPS due to customer dissatisfaction in October 2008 also impacted Cheshire’s volume projections. This perceived threat of volume loss was realized: although Cheshire operated at capacity for 2008 and the first three quarters of 2009, in the last quarter of 2009 Cheshire began to experience excess capacity. One of the alternatives that Pratt began considering in May or June 2008 was the plan that Pratt is currently seeking to implement: closure of the Cheshire plant and transfer of the Cheshire work to Singapore and Georgia. The other alternatives nominally considered included: (1) closing Cheshire and moving work to Pratt’s Middletown facility, which is part of the District 26 collective bargaining unit; (2) reducing the number of product lines at Cheshire in order to increase “focus and productivity,” and (3) allowing volume to reduce by attrition, ie., not renewing Pratt’s contracts with its customers. Many of these alternatives impacted the collective bargaining agreement. Mayes first recommended a long-term strategy of closing Cheshire to his superiors at Pratt in July 2008. He rejected the other three Cheshire restructuring alternatives because they did not offer equivalent financial returns. Mayes’ team estimated in August 2008 that closing Cheshire and moving its work to Singapore and Columbus would require a $93 million capital investment and would generate an increase in annual EBIT of $35 million beginning in 2011. See generally Ex. 11 at 18. The five-year, net present value (NFV) of this approach was forecasted to be $8,845,674, and the ten-year NPV was forecasted to be $58,269,040. In considering these options and in making the decision to recommend closure, Mayes did not take workforce preservation into account as a separate and important value. Indeed, he did not consider it at all. Between July 2008 and March 2009, Mayes and his team generated numerous reports that addressed the long-term strategy proposal of closing Cheshire. See, e.g., Exs. 9-12, 15. Although the specific calculations in these documents changed over time due to changes in the assumptions of Pratt’s financial analysis, Mayes never waivered from his initial recommendation to close Cheshire. While Mayes was set on recommending a long-term strategy of closing Cheshire as of July 2008, the short-term strategy he formulated at that time was to increase the performance and productivity of the plant. Pratt took steps towards these ends: it attempted to reduce labor costs by reducing the salaried employee (non-Union) head count and improving bargaining unit employee efficiency; it continued to attempt to grow the business by pursuing additional customers and work; it reduced inventory; it invested in additional tooling; and, it attempted to reinvigorate the plant with a new management team in 2008. These measures positively influenced performance: the ROS for Cheshire doubled from 2007 to late 2009. These positive outcomes, however, did not alter Mayes’ position: he did not waiver in his recommendation of a long-term strategy of closure. The other members of Pratt’s executive team agreed with Mayes’ long-term recommendation to close Cheshire at various points in 2008 and 2009. By January of 2009, Kallman supported the closure strategy. By January 15, 2009, John Tokarz (Pratt’s Vice President of Finance), Rajeev Bhalla (Pratt’s CFO), and Elizabeth Amato (Pratt’s Vice President of Human Resources) were all in support of the closure plan. Although Kallman testified that Pratt’s President, David Hess, supported the closure plan as of January 2009, Hess contends, and the court finds, that he did not conclude that Cheshire should be closed until after January. On or about February 13, 2009, Pratt officers met with UTC to present potential restructuring projects and to seek funding for those projects. At this meeting, Pratt listed its restructuring objectives as including: (1) respond to market conditions; (2) reduce cost to invest in future programs; (3) maintain shareholder confidence; (4) retain all levels of political support; (5) obtain UTC support; and (6) experience little or no disruption to the workforce. See Ex. 28. One of the projects included in Pratt’s proposal to UTC was the current plan to close Cheshire and move operations to CEC and ESA. At this time, Pratt told UTC that this Cheshire closure plan would require an initial investment of $110 million and was forecast-ed to eventually achieve an annual savings of $43 million; the payback period was identified at that time as 2.2 years. In its February 2009 presentation to UTC, Pratt also included a list of alternative Cheshire plans. These included: (1) Cheshire as a one model facility, with moving the PW4000 to ESA; (2) Cheshire as a one model facility, with the PW4000 being split between Middletown and ESA; (3) Cheshire as a two model facility, with one type of PW4000 operations moving to ESA; (4) closure of Cheshire, with operations split amongst Middletown, ESA, and CEC; and (5) closure of Cheshire, with operations split amongst UAL (United Airlines), ESA, and CEC. These alternatives were not forecasted to generate as much EBIT savings over a recurring period as the closure plan Pratt recommended, and Pratt did not pursue funding for these alternate programs. Neither Hess, Kallman, Tokarz, Bhalla, nor Amato considered workforce preservation as a separate and important value in weighing their options or in reaching their decisions to support the closure plan that Pratt is now pursuing. The Board of Directors of UTC approved the funding restructuring plans, including the Cheshire closure plan, on March 10, 2009. As revealed in a June 24, 2009 email exchange between Pratt and UTC officials, Pratt believed that UTC had informally given its approval to announce the closure of Cheshire subject to “Pratt’s ability to complete the transition ... before the start of the 2010 labor negotiations.” See Ex. 40. At some point in June or July 2009, official approval was given to announce the closure plan. In weighing the closure plan and its alternatives, UTC did not assign any extra value to workforce preservation and did not pursue the goal of preserving Cheshire jobs in its decision-making. Although Pratt was considering closure as early as Summer 2008, Pratt did not communicate the existence of any closure plan to District 26 until July 21, 2009. The issue of whether there existed a plan to close Cheshire arose at two meetings between Pratt and District 26 prior to July 21. First, at a February 2009 meeting, Wayne McCarthy, President of Local 1746A, the division of District 26 that represents Cheshire employees, specifically asked Pratt’s representatives present at the meeting whether there existed a plan to close Cheshire. Pratt’s Warters responded that Pratt looked at everything all the time, and that there was no bigger review for Cheshire than there had ever been. Second, after receiving in April 2009 what appeared to be a Pratt document that contained timelines for closing Cheshire and CARO, James Parent, President of District Lodge 26, asked Warters if there was a plan to close Cheshire. Warters indicated that, while the CARO situation had the potential to produce an official notice of closure in 2009 and might “ruin their summer,” Cheshire appeared busy and “not in danger.” At the time he made these statements, Warters was aware of the plan to close Cheshire. Indeed, the UTC Board had already approved the plan to close Cheshire. By letter dated July 21, 2009 and pursuant to Article 27 of the CBA, Pratt notified District 26 that it had been “evaluating opportunities to eliminate excess capacity within our overhaul and repair network” and that Cheshire was a “likely candidate for closure.” Ex. 72. In a July 22, 2009 letter, District 26 exercised its right under Article 27 of the CBA to “meet and confer” regarding the decision to close the Cheshire plant. 2. Development of Plan to Close CARO Pratt began considering the possibility of changing the amount or nature of the work performed in CARO during October 2007. At that time, CARO’s performance was one of the poorest of Pratt’s sixteen component repair shops. While on-time delivery among other shops was above 85%, CARO was operating at a mid-50% rate for on-time delivery, which negatively impacted relations with some customers. See Ex. 501 at 5. Furthermore, Pratt’s other turbine airfoil units were achieving a ROS of nearly twice as much as that which CARO was achieving. Among the factors that contributed to these poor results were both the fact that Pratt had increased sales at CARO while it simultaneously reduced the number of hourly employees available to perform work, and the fact that Pratt had more heavily invested in TOS. One of the strategies that Pratt began considering in October 2007, before Pratt entered into the current CBA, was closing CARO and moving portions of its work to DARO, JTT, and TOS. Other alternative restructuring plans for Pratt’s repair services division were also considered: (1) maintaining CARO’s current operations; (2) closing DARO; (3) growing operations at CARO; and (4) scaling down operations at CARO. Ex. 501 at 14. Although at this time Pratt’s financial analysis revealed that closing CARO would yield the greatest increase in EBIT and ROS, Tom Hutton, Vice-President of Global Repair Services, instead recommended scaling down operations at CARO. This strategy, the “focused parts” strategy, was implemented in March 2008. Its positive effects were apparent by Summer 2008, when Pratt informed District 26 that they should be proud of the CARO improvements and that turn-times were very good. Nonetheless, because the scale-down option was creating a surplus of manpower at CARO, and because Pratt was worried about such a surplus given the economic downturn, the full strategy to focus CARO’s operations was not implemented. Still, by February 2009, Hutton concluded that CARO had achieved “world class status operationally.” Tr. at 856. Notwithstanding these operational improvements, by December 2008 or January 2009, Hutton was again considering closing CARO. By this time period, Hutton had become aware that UTC intended to make funds available for restructuring projects. In addition, he had concluded that there was only enough work to support three turbine airfoil shops, not the four that Pratt had in operation at the time. Analysis completed by Hutton’s team by February 2009 indicated that closing CARO offered just over $20 million in recurring EBIT increases and an 8% increase in the ROS. See Ex. 524 at 19. No extra value was assigned to choices that would keep work within the bargaining unit. Although closing DARO was also considered, that alternative was disfavored because DARO had a broader portfolio of products than CARO. In February 2009, Hutton recommended closing CARO to Kallman. In his consideration of the options and in reaching his decision to recommend the closure of CARO, Hutton did not take workforce preservation into account as a separate and important value. At no time after this recommendation did Hutton’s position change, nor did anyone at Pratt ever express disagreement to Hutton about the closure plan. After this recommendation to close CARO was formulated by Hutton in early 2009, the closure strategy followed a path to implementation similar to the strategy to close Cheshire. See supra, at 229-30. Stated briefly, Kallman and then Hess, Pratt’s President, came to agree with the CARO closure recommendation, as did Bhalla and Amato. The court finds that neither Hess, Kallman, Bhalla, nor Amato considered workforce preservation as a separate and important value in reaching their decisions to support the closure plans. The CARO closure plan was proposed to UTC at the same February 13, 2009 meeting at which the Cheshire plan was presented. The UTC Board approved funding restructuring projects, including the CARO closure plan, on March 10, 2009. Pratt believed UTC informally gave its approval to announce the closure of CARO between June 21, 2009 and June 24, 2009, subject to “Pratt’s ability to complete the transition ... before the start of the 2010 labor negotiations.” See Ex. 40. In weighing the closure plan and its alternatives, UTC did not assign any extra value to workforce preservation and did not pursue the goal of preserving CARO jobs in its decision-making. Final UTC approval came by July 2009. Up to and after the period at which closure of CARO was first recommended, numerous efforts were made to improve the performance at CARO. In 2008, Pratt purchased ergonomic equipment and two automatic grip blast machines, and it sought to bring every machine in the facility up to current standards. Pratt also continued to meet with District 26. During the decision-making process, Pratt informed District 26 that it was looking to bring work into CARO. In April 2009, in response to an inquiry by District 26, Warters indicated CARO had the potential to close. See supra, at 230. By letter dated July 21, 2009, and pursuant to Article 27 of the CBA, Pratt notified District 26 that it had been “evaluating opportunities to eliminate excess capacity within our overhaul and repair network,” and that CARO was a “likely candidate for closure.” Ex. 73. In a July 22, 2009 letter, District 26 exercised its right under Article 27 of the CBA to “meet and confer” regarding the decision to close the CARO plant. D. Meet and Confer Process The parties met on seventeen occasions between July 24, 2009 and September 11, 2009. Although the 45-day meet and confer period was scheduled to end on September 6, 2009, Pratt agreed to extend the meet and confer process for one week, to September 13, 2009. Early in the meet and confer process, Pratt informed District 26 that closing Cheshire and CARO and relocating the work performed at those facilities to ESA, CEC, TOS, DARO and JTT would result in $53.8 million of “annual recurring savings” ($33.6 million for Cheshire and $20.2 million for CARO). Ex. 546, 547. This forecast had fluctuated widely in 2009 based upon changes in the assumptions of Pratt’s financial analysis. Compare Exs. 546, 547 (estimating $33.6 million recurring savings for Cheshire and $20.2 million recurring savings for CARO on August 4, 2009) with Ex. 28 (estimating $43 million recurring savings for Cheshire and $12.7 million recurring savings for CARO as of February 13, 2009). Additionally, when Pratt determined its plans to close Cheshire and CARO and move work to other facilities were worth $53.8 million, Pratt failed to account for the fact that Pratt would only realize 51% of any savings benefit that thereby accrued at two of its joint venture facilities (ESA and TOS) and 66% at its other joint venture facility (JTT). Because those facilities operated as joint venture arrangements in which Pratt was the majority partner, 49% of earnings attributable to those facilities (33% for JTT) and claimed by Pratt to be its recurring savings, would in fact be earnings owned by the joint venture partners. See Exs. 88, 89. These savings clearly were not savings to Pratt. As Warters described the arrangement in a May 8, 2008 email to other Pratt officials: “sales/EBIT are consolidated, but the partnership fee washes out the real impact so we feel only our share despite at the end of the day despite [sic] what gets accounted.” Ex. 102. The portion of the $53.8 million of recurring savings that would in fact be that of the joint venture partners is estimated to be $13 million, recurring. Pratt justified its failure to reduce its $53.8 million calculation by its partners’ shares on the basis that Pratt uses EBIT as its primary accounting standard, and any joint venture payments would be made “below” the EBIT line. Pratt often uses EBIT in its analysis, but Pratt frequently assesses its business cases along nonEBIT lines, e.g., a particular plan’s net present value as measured in cash. See Tr. at 58; Ex. 65. Although Pratt’s internal business plan clearly shows the existence of joint venture payments being made after EBIT, see Exs. 88, 89, Pratt never clearly informed District 26 that the $53.8 million it was targeting included nearly $13 million of savings that were attributable to Pratt’s joint venture partners. No one told District 26 about the joint venture payments during meet and confer because “we were presenting EBIT data. EBIT is just that, it is EBIT.” Tr. at 873-74 (Hutton). District 26’s McCarthy testified that the joint venture dividend payments were discussed, but that his impression was that the $53.8 million figure already took those payments into account. The court finds that Pratt never made it clear to District 26 that Pratt would not receive the full $53.8 million benefit. See Tr. at 1159, 1167 (McCarthy). At the beginning of the meet and confer process, Pratt’s Warters informed District 26 that, in order to keep the work in Connecticut, District 26 would have to find just over $40 million of recurring savings. This figure, which was roughly 20% less than the $53.8 million of recurring savings Pratt had identified within the final closure plans, was determined based upon Pratt’s assignment of “extra value” to decisions that would keep work in Connecticut. District 26 was also informed that Pratt was looking for recurring EBIT savings. In addition, there was no amount of savings that District 26 could have offered for the duration of the CBA alone that would have led Pratt to abandon its closure plans. 1. Proposals Offered by Pratt and District 26 Numerous proposals for an alternative to the Cheshire/CARO closure plans were generated by Pratt and District 26, and then passed between the parties during the meet and confer period. See Exs. 74, 75, 76, 79, 77, 80, 81, 82, and 567. While it is unnecessary to describe the various iterations of each of these proposals, two features bear noting. First, in all of the proposals Pratt made to District 26, at no time did they present a proposal that called for the reduction of wages of only the Cheshire and CARO employees; each of Pratt’s proposals required contract modifications that would force bargaining unit members — including collective bargaining unit members unaffiliated with the facilities slated for closure — to agree to a wage reduction. Second, at no time did Pratt offer or even consider any proposal that effectuated savings only through December 5, 2010, the duration of the CBA: each of Pratt’s proposals required District 26 to produce significant savings through 2013. a. Pratt’s Last, Best, and Final Offer On September 11, 2009, Pratt offered District 26 its final proposal for keeping Cheshire and CARO open. See Ex. 80. Although the proposal contained numerous provisions, the bulk of the savings it generated were attributable to several critical items. By its terms, the proposal called for the CBA to be extended through December 2, 2013. It also required all bargaining unit employees — even those not employed at Cheshire or CARO — to adopt a wage reduction. CARO, Cheshire, and EHRO employees would be subject to a 14.7% wage decrease to be phased in over two years; all other ConnOps bargaining unit employees would be subject to a 5.25% wage decrease, also to be phased in over two years. The proposal also eliminated all General Wage Increases through 2013, and eliminated Sunday and holiday double-time payments across Connecticut. Pratt believed this proposal offered a viable option largely because, in Pratt’s estimation, the average compensation rates at Cheshire and CARO meant that the proposed wage reductions were feasible to implement. District 26 believed that Pratt’s proposal had “absolutely no chance of passing” and never submitted the proposal for a bargaining-unit-wide approval vote. Tr. at 668. b. District 26’s Last, Best, and Final Offer On September 11, 2009, District 26 made two proposals to Pratt, one of which was its last, best, and final offer. See Ex. 82. The last, best, and final proposal included, inter alia, provisions to eliminate the general wage increase under the CBA throughout Connecticut, reductions in overtime throughout Connecticut, elimination of awards, reduction of DCI time (direct cost indirect time), implementation of the ACE performance improvement program, and elimination of double-time at Cheshire. The proposal also called for a 10% wage reduction for Cheshire, CARO, and EHRO (subject to modification based upon performance reviews). Finally, in order to account for problems related to volume loss, the proposal called for work to be moved from CEC to Cheshire, or from CEC to ESA and ESA to Cheshire. In contrast with Pratt’s last, best, and final offer, District 26’s last, best, and final offer only proposed modifications to the CBA that would last for the CBA’s term; in other words, it did not propose modification of the expiration date. District 26 valued its proposal as producing $81.2 million in savings. Pratt valued District 26’s proposal as worth $25.8 million in savings. Pratt attributed no value to the proposed shift in work, the overtime reduction, the DCI reduction, or the ACE implementation. Furthermore, Pratt reduced the value of wage decreases because District 26 had not taken into account the fact that a workforce reduction was necessary given diminishing volume. Pratt ultimately identified the availability of $25.8 million of savings offered by District 26 for 2010 if it was to forego the closure of Cheshire and CARO. See Ex. 570. District 26’s $25.8 million, as valued by Pratt, was only available through December 5, 2010. 2. State Involvement At numerous points during the meet and confer period, both Pratt and District 26 consulted with the State of Connecticut as to whether the State might be able to provide assistance to help District 26 close the $53.8 million gap. Warters advised Pratt officials that meeting with the State was an “appropriate and necessary step” in the process, largely because it was Pratt’s view that it had been criticized by the Second Circuit in its decision in the 2000 litigation for not seeking out the State’s assistance. See Ex. 52. On August 10, 2009, Pratt representatives, including CFO Bhalla, had a teleconference with Lisa Moody, Governor Rell’s Chief of Staff, Joan McDonald of the Department of Economic and Community Development, and Richard Nicholson of the Department of Revenue Services. On August 21, August 31, and September 4, 2009,. Pratt and UTC representatives again met with State of Connecticut officials, including McDonald and Nicholson, to discuss potential opportunities for State assistance. Moody participated in the August 21 meeting. At the September 4, 2009 meeting, McDonald gave Pratt and UTC representatives a letter addressed to Pratt President David Hess outlining the State’s proposal for assistance. The State of Connecticut valued its proposal at $20 million a year over five years. However, when Bhalla evaluated the proposal, he valued Connecticut’s offer at only $5 million of annual savings for a five-year period. Ex. 68. The disparity in valuation is based on numerous factors. First, while the State valued a “Job Retention Tax Credit” as worth $4 million per year, Pratt valued this incentive at $2.5 million because workforce reductions were necessary given volume losses. Second, the State valued its “Corporation Business Tax Credit” as worth $7 million each year, but Pratt did not assign any value to this proposal. Pratt declined to extend any value because, while the State had previously capped the extent to which a corporation may receive a tax credit for research and development expenditures at 70% for any given year, in Pratt’s accounting and financial statements, it continued to count the entire 100% of tax credit in EBIT. In other words, even though Pratt only actually was allowed to use 70% of its corporate tax-credit in a given year, it claimed the entire 100% in its accounting, and therefore did not assign any value to the State’s offer to lift the cap for Pratt. Tr. at 1069. Essentially, this proposal would only have a cash impact and not an effect on EBIT. Lastly, while Connecticut valued “Engineering COE Assistance” at $10 million recurring, Pratt assigned zero value to the incentive, primarily because Pratt had not decided whether it would build a brand new engines building, which was what the funding was designated to support. Despite these official Pratt valuations which it used in comparing the District 26/State offers to its forecasted, long-term savings under its plan to close Cheshire and CARO, Pratt believed that the State’s offer did contain additional value for Pratt beyond the $5 million Pratt assigned to it. Thomas Bowler, Head of Human Resources for UTC, wrote to James Miller, Vice President of Industrial Relations for UTC, on September 10, 2009, and stated: “I read your note to say that there are ‘real’ savings beyond the 5m but that they just can’t be assigned to Cheshire. So maybe UTC or broader Pratt would bebefit [sic] from those savings beyond the 5m. I feel better if all there is for real savings is the 5m.” Miller replied and confirmed: “There are other savings in the Governor’s offer.” Ex. 61. Further, Miller wrote an additional email to Bowler and others on September 11, 2009, in which he discussed the “Corporation Business Tax Credit” component of the State’s plan. He stated: “there is the equivalent value of about $6-7M that would be legitimate to UTC’s benefit (not Pratt CARO/Cheshire) with the removal of the 70% tax credit....” Ex. 62. Indeed, there is every indication that the State’s proposal contained more than $5 million in recurring value for Pratt, regardless of whether that value was specific to Cheshire or CARO. See Ex. 83 (internal Pratt valuation separating $5 million of “Cheshire/CARO Specific Value” from $17 million of “Other UTC Value”). After the September 4, 2009 offer was made by the State, there were additional interactions between Pratt, the State of Connecticut, and other interested politicians. On or about September 15, 2009, Gary Minor, the UTC head of State-government relations, had an additional conversation with Moody. During that conversation, Moody instructed Minor that the State would be willing to provide an additional $10-12 million over five years, and that, if Pratt and District 26 were “close,” Pratt should return to the State for additional talks. Pratt never initiated a second round of discussions with the State. Furthermore, on September 10, 2009, UTC’s President, Louis Chenevert, was informed that Pratt was considering how important it was for him to participate in a call with “the senators;” Chenevert responded that “his [the Senator’s] request is not to go ahead with Cheshire which I will not support. We better wait before we set up the call with him.” Ex. 60. 3. End of Meet and Confer After the final proposals were exchanged on September 11, 2009, Pratt stated that it would review District 26’s proposal and the State’s offer and then get back in touch with District 26. At this time, District 26 officials expected there to be further dialogue. However, District 26 did not receive any valuation of its final proposal from Pratt. District 26 did not hear from Pratt until September 21, 2009, when it received Pratt’s official notification that it was going to proceed with its plan to close Cheshire and CARO because the closure plan would generate $53.8 million in “annual recurring, quantifiable savings.” Ex. 87. District 26 filed this lawsuit on September 22, 2009. III. DISCUSSION It is beyond dispute that a corporation has the authority to formulate its own business judgments; indeed, that authority is incorporated into the CBA between Pratt and District 26. In Article 1, “Management Functions,” the CBA states that, “the Company has and will retain the sole right and responsibility to direct the operations of the Company and in this connection to determine the number and location of its plants; the product to be manufactured; the types of work to be performed; the assignment of all work to employees or other persons.... ” CBA at Art. 1. Elsewhere, Article 27 emphasizes that “[t]he final decision regarding closing a plant or transferring a business unit rests solely with the Company.” Id. at Art. 27. It is therefore not District 26’s role, nor the role of this court, to stand in judgment of Pratt’s business decisions. Nonetheless, while it is undeniable that Pratt retains management control over its business decisions, the CBA limits Pratt’s management discretion. First, Letter 22 provides that Pratt will employ bargaining unit members at its facilities in East Hartford, Middletown, and Cheshire throughout the duration of the CBA. CBA at Letter 22 § 1. Thus, Pratt must at least maintain roughly 100-150 employees at these plants through December 5, 2010. Tr. at 254. Second, Article 27 requires Pratt to give District 26 six-months notice of its closure plans and to engage in meet and confer sessions if District 26 so requests. CBA at Art. 27. Finally, Letter 22 requires that Pratt make “every reasonable effort” to preserve the work presently and normally manufactured by collective bargaining unit employees, as further defined by subsequent sections of Letter 22. Id. at Letter 22 § 2. Beyond these specific provisions, the CBA also contains an implied covenant of good faith and fair dealing that requires the parties to act in good faith in its execution of their promises in the CBA. See Elm Haven Const., Ltd. P’ship v. Neri Const., LLC, 376 F.3d 96, 102 (2d Cir.2004) (“Under Connecticut law, ‘[e]very contract carries an implied covenant of good faith and fair dealing requiring that neither party do anything that will injure the right of the other to receive the benefits of the agreement.’ ”) (citation omitted); see also 2 Restatement (Second) of Contracts § 205 (1979). Not only does the court find that these provisions of the CBA limit Pratt’s management discretion: there is also every indication that Pratt understood these obligations and viewed them as actual limitations on its ability to transfer work out of Cheshire and CARO and close those facilities. At no time has Pratt challenged the enforceability of the CBA or these provisions, and the court concludes that they are sufficiently definite to constitute enforceable promises. Therefore, although it would be inappropriate to second-guess Pratt’s business judgment, it is nonetheless necessary to determine whether, as District 26 contends, Pratt failed to uphold its contractual obligations to District 26 under the CBA, especially its obligations under Letter 22, in exercising that judgment. As the Second Circuit explained in the 2000 litigation between these parties: Although on its face this review of Pratt’s behavior seems to involve the federal courts in second-guessing decisions that are uniquely within an employer’s expertise, like work transfers, in fact the task is a familiar one to us. Courts are frequently called upon to determine whether decisions by private actors, including businesses, constituted their “best efforts” or were “reasonable” or undertaken “in good faith.” Aeronautical Indus. Dist. Lodge 91 of the Int’l Ass’n of Machinists and Aerospace Workers, AFL-CIO v. United Technologies Corp., Pratt & Whitney, 230 F.3d 569, 578 (2d Cir.2000) (“District 91”). Keeping in mind Pratt’s management authority and Letter 22’s limitations upon that authority, the court is tasked with addressing three issues. First, the court must determine if, as District 26 contends, Pratt violated the terms of Letter 22 of the CBA. Specifically, District 26 argues that Pratt breached the “every reasonable effort” provision of Letter 22, including its requirements that Pratt assign “extra value” in its decision-making and that Pratt meet and confer and consider proposals in good faith. Second, the court must decide if Pratt violated the CBA’s implied covenant of good faith and fair dealing. Finally, if Pratt has in fact breached the CBA in either of these ways, the court must determine if that breach warrants injunctive relief. The court will address each of these issues in turn. A. Breach of Letter 22 District 26 first argues that Pratt’s actions in developing and implementing the plans to close Cheshire and CARO violated the terms of Letter 22. Specifically, District 26 contends that Pratt did not “make every reasonable effort to preserve work presently and normally manufactured by employees covered by Article 2 of this Agreement.” Inclusive of this obligation to make “every reasonable effort” is the requirement that Pratt assign “extra value” in its decision-making to choices that will keep work within the collective bargaining unit, which District 26 claims Pratt also violated. District 26 asserts that there are numerous ways in which Pratt breached these provisions of Letter 22. While the court will address each of these arguments separately, the court’s ultimate assessment of whether Pratt has breached its duty to make “every reasonable effort” to preserve bargaining unit work will be based upon Pratt’s overall conduct as to its “every reasonable effort” obligation. 1. Interpretation of Letter 22 Before addressing the specific allegations District 26 makes with regard to the breach of Letter 22, it is first necessary to address the interpretation of this contractual provision. In interpreting the terms of a collective bargaining agreement, “traditional rules of contract interpretation apply as long as they are consistent with federal labor policies.” District 91, 230 F.3d at 576 (2d Cir.2000). “When provisions in the agreement are unambiguous, they must be given effect as written.” Id. Additionally, courts “should attempt to read CBAs in such a way that no language is rendered superfluous.” Id.; see also Restatement (Second) of Contracts § 203(a) (1979) (providing that “an interpretation which gives a reasonable, lawful, and effective meaning to all the terms is preferred to an interpretation which leaves a part unreasonable, unlawful, or of no effect”). In addition, courts may look to extrinsic factors — including bargaining history, past practices, and other provisions in the CBA — “[o]nly when provisions are ambiguous.” District 91, 230 F.3d at 576. A “court will not torture words to import ambiguity where the ordinary meaning leaves no room for ambiguity.... Moreover, the mere fact that the parties advance different interpretations of the language in question does not necessitate a conclusion that the language is ambiguous.” Afkari-Ahmadi v. Fotovat-Ahmadi, 294 Conn. 384, 390-91, 985 A.2d 319 (2009) (citations omitted). Even though different interpretations of some provisions of Letter 22 have been advanced by the parties, the court concludes that the terms of Letter 22 are clear and unambiguous. While a prior version of Letter 22 was found by the Second Circuit to be “not unambiguous on its face” in 2000, the Letter 22 at issue in this case contains its own definition of “every reasonable effort.” District Lodge 91, 230 F.3d at 576-77. The Letter 22 at issue in this case states that: ‘[Ejvery reasonable effort’ means pursuing actively and in good faith the goal of preserving the work presently and normally manufactured by employees covered by Article 2, while giving reasonable consideration to the Company’s own interests, including the profitability of its operations. The Company will assign extra value in its decision-making to choices that preserve such work in the bargaining unit. CBA, Letter 22 at § 2(B)(4). Further, Letter 22 continues to state that, as part of the meet and confer process, “the Company will describe the efforts made to comply with this Letter and will provide the Union the opportunity to propose other reasonable efforts, including modifications to the collective bargaining agreement, which the Company will consider in good faith.” Id. Finally, Letter 22 makes clear that, “[i]n no event will ‘every reasonable effort’ require the Company to make a capital investment, increase the size of the workforce, or require lower profits.” Id. With this interpretive lens in mind, the court now turns to whether Pratt breached Letter 22. 2. Pursuing Actively and in Good Faith the Goal of Preserving Cheshire and CARO Work District 26 asserts numerous allegations that it contends demonstrate that Pratt failed to “pursue actively and in good faith the goal of preserving” the Cheshire and CARO work: (1) Pratt insisted, during the meet and confer, only recurring savings through 2013 would preserve the bargaining unit work, and gave no consideration to any alternative plans that created savings through the life of the CBA; (2) Pratt overvalued its own restructuring plan in claiming it was worth $53.8 million in recurring savings both because it did not factor into its analysis that Pratt would only benefit from a portion of the restructuring plan’s predicted savings attributable to joint venture facilities (51% for ESA and TOS, 66% for JTT) and because Pratt’s projected savings were uncertain projections; (3) in its interactions with the State of Connecticut during the meet and confer, Pratt did not approach the State in good faith, and undervalued the State’s proposal in determining that the incentives the State offered were worth $5 million annually for five years, not $20 million, largely on the basis that they did not impact EBIT; (4) Pratt failed to pursue the “goal of preserving” bargaining unit work by its attempt to improve the efficiency of CARO and Cheshire and instead implemented those improvements to enhance profitability, not to accomplish the goal of preserving the work; and (5) Pratt did not make “every reasonable effort” to preserve the bargaining unit work because it did not notify District 26 of its closure plans until July 21, 2009, thus leaving District 26 only 45 days to develop a proposal with significant savings and denying District 26 additional time during which it might have been able to find such savings. As noted earlier, the court will ultimately assess Pratt’s overall conduct to determine if it made “every reasonable effort” to preserve bargaining unit work. Nonetheless, the court will address each of District 26’s arguments separately. a. Pratt’s Decision to Only Consider Alternatives to Closure That Provided EBIT Savings Through 2013 District 26 first argues that Pratt did not make “every reasonable effort” to preserve work within the bargaining unit because it would only consider alternatives to closure that provided for recurring, EBIT savings through at least 2013. District 26 contends that Pratt’s rigid adherence to its position that any alternative proposals put forth by District 26 or the State satisfy these terms constitutes a breach of Pratt’s obligation to pursue “actively and in good faith” the goal of preserving the work at Cheshire and CARO. i. Requiring District 26 to Provide Savings for Four-Year Period. First, District 26 argues that, by demanding during the meet and confer period that District 26 provide recurring savings of nearly $53.8 million through at least 2013 in order to avoid closure, and not merely savings for the duration of the collective bargaining agreement, Pratt breached its “every reasonable effort” obligations. Pratt responds by noting that Letter 22 specifically states that Pratt must pursue the goal of preserving work “while giving reasonable consideration to the Company’s own interests, including the profitability of its operations.” CBA at Letter 22 § 2(B)(4). Given this language, Pratt argues, it was entirely reasonable for it to seek savings beyond the termination of the CBA, considering that its restructuring plans generated savings that were recurring. Pratt bolsters this position with credible testimony about Pratt’s frequent use of, and need for, “long-term planning.” The parties’ disagreement over whether Pratt’s demand for savings through 2013 satisfies its “every reasonable effort” obligations under Letter 22 is attributable to the parties’ different interpretations of the definition of “every reasonable effort” that Letter 22 provides. The portion of that definition that is in dispute as to this temporal issue states: “ ‘[E]very reasonable effort’ means pursuing actively and in good faith the goal of preserving the work presently and normally manufactured by employees covered by Article 2, while giving reasonable consideration to the Company’s own interests, including the profitability of its operations.” CBA at Letter 22 § 2(B)(4). District 26 contends that, because the clause describing Pratt’s obligation to pursue “the goal of preserving work” is coterminous with the CBA, so too is the following clause allowing Pratt to consider its interests. In other words, District 26 argues that Pratt may not consider its interests beyond December 5, 2010. Pratt contends that Letter 22’s language relating to the “Company’s own interests” is meant to apply to long-term interests that extend beyond the term of the CBA. Pratt therefore asserts that, in evaluating its restructuring plans, it may require District 26 to provide savings well past the termination of the CBA in order to preserve work in the bargaining unit. For the reasons that follow, the court concludes that neither District 26 nor Pratt offers the proper interpretation of Letter 22 § 2(B)(4). District 26 takes its position too far in asserting that, under Letter 22, Pratt may not even consider its own interests beyond the life of the present CBA, and that Pratt’s final proposal was therefore “unreasonable.” See Pl.’s Proposed Findings of Fact and Conclusions of Law (“Pl.’s Ppd. Fdgs.”) (Doc. No. 57) at 79. The court agrees with Pratt that there “is nothing unreasonable or in bad faith about Pratt’s proposal to amend the CBA to extend its duration and ensure that any resulting savings would be recurring for at least through December 2013.” Def.’s Proposed Findings of Fact and Conclusions of Law (“Def.’s Ppd. Fdgs.”) (Doc. No. 58) at 41. Letter 22 specifically states that alternative proposals may include “modifications to the collective bargaining agreement.” CBA at Letter 22 § 2(B)(4). While District 26’s President (Parent) testified that his understanding of this provision w