Full opinion text
BREYER, Circuit Judge. This case raises two difficult and important sets of questions concerning collective bargaining and rapid transit. First, can the Commonwealth of Massachusetts enact statutes that are inconsistent with assurances that its Transit Authority previously gave the Secretary of Labor as part of an application for federal grant money? Second, do those Massachusetts statutes unconstitutionally impair pre-existing collective bargaining contracts? We find that insofar as federal law is concerned, the state statutes are valid. I A Since 1912 appellant, Local 589 of the Amalgamated Transit Union (the “Transit Union”) has represented most Boston transit system employees. Before 1947, it negotiated contracts with the system’s private owners (Boston Elevated Railway). Since 1947, it has negotiated with the system’s public owner, which is now the Massachusetts Bay Transportation Authority (MBTA). The MBTA is a public agency with power to enter into binding agreements on behalf of the Commonwealth. On January 1, 1973, the Transit Union and the MBTA entered into a detailed agreement setting forth wages, hours and working conditions. We shall refer to that agreement as the Basic Agreement. Its most important provisions for present purposes are those governing the procedure for changing its terms. As read literally, the Basic Agreement provides that its terms will remain in effect forever unless (1) both parties agree to a change or (2) an arbitration panel changes the Agreement’s terms. The Agreement invokes a type of arbitration called “interest arbitration.” Unlike “grievance arbitration,” which involves the interpretation and application of existing contractual provisions, “interest arbitration” involves the creation of new substantive contractual terms, which will govern the parties’ future relations. To be more specific, the 1973 Basic Agreement provides: a) The Basic Agreement and its provisions shall continue in force until December 31, 1975 “and from year to year thereafter unless changed by the Parties” after appropriate notice. (§ 600) b) After appropriate notice the contract will “be opened up and the change or changes desired shall then be considered . . . . ” “Upon failure to reach a mutual agreement upon any of the changes desired . . . the same shall be arbitrated as provided for in this Agreement and the Award shall then be entered into and become a part of this Agreement.” (§ 601) c) Arbitration is to be conducted by a “Board of Arbitration selected in a manner provided in Section 103.” (§ 100) d) The Board of Arbitration shall consist of three members, one selected by the Transit Union, one by the MBTA, and the third chosen from a list of five provided by the American Arbitration Association (through a process of successive striking) of “persons experienced in transportation.” (§ 103) As provided in these sections, the Basic Agreement was “opened up” at the end of 1975. The parties could not agree about the changes they had separately proposed, and they proceeded to arbitration. In 1976, the arbitration panel entered an award changing the Basic Agreement in various ways. But the arbitrators did not change the Agreement’s procedure for making changes. And, they stated that “all provisions of the Agreement which are not modified by this Award shall continue in effect.” They ruled that the Basic Agreement, as modified, would extend through December 31, 1977. At the beginning of 1978, the Basic Agreement was again “opened up.” Again the parties could not agree about the changes they had separately proposed. This time, however, they did not proceed to arbitration. In May, the Transit Union sought arbitration — and the MBTA began to prepare for arbitration. But in July, the Massachusetts legislature enacted a statute, Chapter 405 of the Acts of 1978. This statute, designed to hold down rapidly rising transit costs, mandated an arbitration procedure somewhat different from that contained in the Basic Agreement. The Transit Union immediately claimed that Chapter 405 was itself inconsistent with the Basic Agreement; and it insisted upon Basic Agreement-type arbitration. The MBTA believed that Chapter 405 was lawful, and it insisted' upon Chapter 405-type arbitration. The impasse was resolved on August 8, 1979 when the parties entered into a “Memorandum of Understanding.” The Memorandum began by stating “that the Articles of Agreement entered into as of January 1, 1973, as amended shall be further amended as follows.” The Memorandum went on to make a host of changes in the Basic Agreement, but it did not change the “interest arbitration” provisions in any relevant respect. The Memorandum extended the Basic Agreement as modified by stating “The express term of the Articles of Agreement shall be January 1, 1978, to and including December 31, 1980.” In signing the Memorandum, however, the MBTA wrote, “Approved as to form to the extent not inconsistent with Chapter 405 of the Acts of 1978.” At the end of 1980, the Basic Agreement was once again opened up and the parties sought changes. At this point, the legislature, concerned about a possible transit shutdown due to lack of funds, enacted another statute, Chapter 581 of the Acts of 1980. That statute also sought to hold down costs by imposing additional conditions upon the arbitration (and collective bargaining) procedures. The parties immediately reiterated the positions they had taken in 1978. The Transit Union claimed that both Chapters 405 and 581 were illegal and that arbitration must take place in accordance with the Basic Agreement’s specified procedure. The MBTA refused to arbitrate except in conformity with Chapters 405 and 581. The major differences between the two sets of procedures are the following: the Basic Agreement procedure, as previously mentioned, involves three arbitrators. The Transit Union and the MBTA each select one arbitrator. The third, selected by the other two, is to be a person experienced in transportation matters. The arbitration standards used, while unspecified in the Basic Agreement, are presumably those traditionally used in local transit interest arbitration. By contrast, the 1978 Chapter 405 procedure requires (1) that mediation precede arbitration, (2) that a single arbitrator who is a resident of Massachusetts and “experienced in state and local finance,” conduct the arbitration, (3) that the arbitrator “rely primarily” on nine statutory factors, including “the financial ability of the authority to meet additional costs,” and wages, hours and working conditions of comparable Massachusetts employees, (4) that the arbitrator issue a written opinion analyzing the application of the statutory factors, and (5) that the arbitrator disallow any provision for cost of living adjustments after the expiration of a contract period. Chapter 581, enacted at the end of 1980, forbids the MBTA to bargain collectively or agree with the Transit Union about “inherent management rights.” These rights are defined to include the right to hire, promote, assign, direct and discharge employees, to direct and control programs and departments, to determine staffing levels, to assign overtime, to hire part-time employees, and to decide how to procure goods and services. Chapter 581 also forbids the MBTA to agree to pay pensions that are based upon overtime pay or to provide for automatic cost-of-living adjustments. It removed all of these matters from arbitration. The scope of arbitration shall be limited to wages, hours, and conditions of employment and shall not include any provisions for any cost of living adjustments which are based on changes in the Consumer Price Index after the expiration of the contract period covered by the award. In addition, any wage or salary adjustments shall be expressed in per cent or dollar amounts, and in no case shall there be any provisions for salary adjustments to occur after the expiration of the contract period covered by the award. B The Transit Union bases its claim that Chapters 405 and 581 are unlawful on two separate constitutional grounds. It makes a conceptually simple “Contract Clause” argument. It claims that the Basic Agreement constitutes a contract with the Commonwealth of Massachusetts. Chapters 405 and 581, in its view, unconstitutionally impair the obligations of that contract. The Union also claims that those chapters violate the Supremacy Clause of the Constitution. It argues that they are inconsistent with assurances that Massachusetts gave the Secretary of Labor under the Urban Mass Transportation Act (UMTA), § 13(c), 49 U.S.C. § 1609(c), and that such assurances, given to a federal official, must prevail, as a constitutional matter, over state law to the contrary. A few additional facts about UMTA will help to clarify this argument. UMTA provides states with federal money to buy and to improve transit equipment and to supplement the operating revenues of local mass transit systems. In 1964 when Congress enacted this law it included in § 13(c) a requirement that, as a condition of obtaining a grant, the Secretary of Labor certify that “fair and equitable arrangements” have been made “to protect the interests of employees affected” by the federal assistance. It adds that these protective arrangements “shall include . .. such provisions as may be necessary for . . . preserving rights, privileges and benefits . . . under existing collective bargaining agreements,” continuing “collective bargaining rights ...,” protecting “individual employees against a worsening of their positions with respect to their employment ...” and so on. In applying this provision, the Department of Labor has encouraged transit authorities and unions to submit joint, agreed upon, assurances for review. These assurances are typically referred to as § 13(c) agreements. Over the years, the MBTA and the Transit Union have entered into a series of § 13(c) agreements. The most recent one, entered into on December 10, 1974, has been used repeatedly by the MBTA in grant applications, and by the Department of Labor for certification purposes. The 1974 § 13(c) agreement includes the following assurances, which are directly relevant here: a) “All rights, privileges (including pension rights and benefits) of employees . . . under the existing collective bargaining agreements or otherwise shall be preserved and continued unless changed . .. as provided in said collective bargaining agreements.” (§ 3a) b) “The collective bargaining rights of employees . . . including the right to arbitrate labor disputes . . ., to the extent such are provided for by applicable laws and/or existing collective bargaining agreements, or otherwise shall be preserved and continued.... ” (§4) c) “Any ... labor dispute ... shall be referred to arbitration in accordance with the arbitration procedures set forth in any then-applicable collective bargaining agreement.... The term ‘labor dispute’ . . . shall be broadly construed and shall include any controversy concerning wages, salaries, hours, working conditions or benefits, . . . the making or maintaining of collective bargaining agreements, the terms to be included in such agreements .. . . ” (§ 13(e)(a)(l)) Ever since the enactment of Chapter 405, the Transit Union has claimed that the procedure there set out is inconsistent with this set of assurances and that the assurances must prevail over state law to the contrary. The MBTA not only has denied that these assurances prevail, as a matter of federal law, over inconsistent state law, but also has denied that these assurances are inconsistent with Chapters 405 and 581. In its view the assurances guarantee the union rights only to the extent that those rights are consistent with current state law; the assurances do not protect the union against changes in state law. At the urging of the Department of Labor, the parties submitted the question of the meaning of these assurances to an arbitrator. In 1979 that arbitrator, William Fallon, ruled that Chapter 405 “and the MBTA’s insistence on arbitrating interest disputes pursuant to those amendments [i. e., Chapter 405] constitute a conflict with pre-existing § 13(c) agreements executed by the parties.” He did not determine which should take precedence. The parties continue to dispute whether the § 13(c) assurances are inconsistent with Chapters 405 and 581, and if so, which prevail. C The parties have brought three separate sets of legal proceedings designed to vindicate their legal positions. First, the MBTA challenged Arbitrator Fallon’s award in state court. That proceeding is currently pending in the Supreme Judicial Court. Second, the Transit Union brought a proceeding in the Commonwealth Superior Court to require the MBTA to comply with the Basic Agreement’s arbitration procedures despite conflicting state law. The Superior Court enjoined violation of various provisions of the Basic Agreement for six months, but it indicated that (at least for the purposes of injunctive relief) the Basic Agreement may, as a matter of state law, have expired. Finally, the Transit Union brought this action in federal district court, seeking a declaration that Chapters 405 and 581 are unconstitutional, and an injunction requiring the MBTA to arbitrate according to the terms of the Basic Agreement. On March 17, 1981, the federal district court issued a preliminary injunction. 511 F.Supp. 312 (D.Mass.1981). Focusing on “the central mutual consideration of the [1973 Basic] [A]greement and the core of the parties’ reasonable expectations,” 511 F.Supp. at 317, it held that portions of Chapters 405 and 581 violated the Contract Clause of the federal constitution. It found that the remainder of those chapters did not violate the § 13(c) agreement, for it interpreted that agreement as guaranteeing rights only insofar as they are consistent with current state law. It then ordered the parties to arbitrate under a procedure which the court itself created. The court modified the Basic Agreement to incorporate parts of Chapter 405 that it believed were constitutional. The court issued a clarifying order on May 15, 1981. Both sides have appealed this district court decision. The Transit Union claims that the Basic Agreement’s provision must be enforced as written. The MBTA claims that Chapters 405 and 581 are constitutional and govern. D The basic legal issues before us on appeal, then, are two. First, do portions of Chapters 405 and 581 violate the Supremacy Clause? Do they conflict with the § 13(c) assurances, and, if so, do the § 13(c) assurances prevail? Second, do portions of Chapters 405 and 581 unconstitutionally “impair” the obligations of a prior contract? We must also consider a further and totally different issue arising out of a separate claim made by Lodge 264 of District 38 of the International Association of Machinists and Aerospace Workers (“the Machinists”). This separate matter will be considered in Part IV of this opinion. II We first consider the Transit Union’s claim that Chapters 405 and 581 are unconstitutional under the Supremacy Clause because they conflict with the 1974 § 13(c) agreement. The district court held that no such conflict exists, but here we shall assume the contrary. For one thing, an arbitrator, appointed under the terms of the 1974 Agreement has found that a conflict exists. For another thing, the plain language of the § 13(c) agreement quoted above appears to conflict with the two state chapters. Section 4 of the § 13(e) agreement, for example, states that arbitration rights are protected to the extent they are provided for by “applicable laws and/or existing collective bargaining agreements.” Yet, the arbitration procedure set forth in Chapter 405 is arguably less favorable to the union than that contained in the “existing” (1973) “collective bargaining agreement.” The district court read the language of § 4 to mean that it protected arbitration rights only insofar as those rights were also protected by “applicable law.” 511 F.Supp. at 318-319. But the words “and/or” commonly mean “the one or the other or both.” And thus § 4 would seem to protect arbitration rights provided by the 1973 “collective bargaining agreement” even if those rights are not provided for by “applicable law.” We believe it reasonable for purposes of this opinion to assume that there is a conflict between state law and federal assurance. The more difficult question is, in case of conflict, which prevails, federal assurance or state law? This is a question of congressional intent. Barring some constitutional restraint, Congress plainly has the power to enact a law forbidding states that accept federal money from passing laws inconsistent with a federal statute, inconsistent with regulations made pursuant to the statute, or inconsistent with assurances made pursuant to the statute or those regulations. E. g., King v. Smith, 392 U.S. 309, 333 n. 34, 88 S.Ct. 2128, 2141, 20 L.Ed.2d 1118 (1968). The issue here, therefore, is whether Congress intended § 13(c), or, to be more specific whether it intended assurances made pursuant to § 13(c), to override conflicting state law. If not, state law governs — although the federal statutory scheme may provide other remedies for violation of an assurance. The language of the statute does not itself answer the relevant question. It simply provides that “[i]t shall be a condition of assistance . . . that fair and equitable arrangements are made, as determined by the Secretary of Labor, to protect the interests of employees affected by such assistance.” And, it goes on to list certain matters that the “protective arrangements” shall include. 49 U.S.C. § 1609(c). It would be consistent with this language that “arrangements” approved by the Secretary automatically invalidate conflicting state law. It is equally consistent with this language that such “arrangements” do not invalidate state law, but that a state with laws that prevent the making of “fair and equitable arrangements,” cannot obtain or retain federal assistance. To decide the Supremacy Clause question, we have examined the UMTA statutory scheme in light of its legislative history and prior to case law. Our examination convinces us that Congress intended state law, not § 13(c) assurances, to prevail in case of a conflict. We base this conclusion upon express language contained in the legislative history, upon the fact that a contrary holding risks distorting UMTA’s basic purposes, and upon the practical difficulties that would accompany a contrary result. A We have examined the statute’s legislative history with care. In doing so, we are mindful that the courts ought not to void state statutes — particularly those dealing with local economic matters — in the absence of a clear congressional intent to preempt them: If Congress is authorized to act in a field, it should manifest its intention clearly. It will not be presumed that a federal statute was intended to supersede the exercise of the power of the state unless there is a clear manifestation of the intention to do so. The exercise of federal supremacy is not lightly to be presumed. Schwartz v. Texas, 344 U.S. 199, 202-203, 73 S.Ct. 232, 234-35, 97 L.Ed. 231 (1952). See New York Department of Social Services v. Dublino, 413 U.S. 405, 413, 93 S.Ct. 2507, 37 L.Ed.2d 668 (1973); cf. National League of Cities v. Usery, 426 U.S. 833, 96 S.Ct. 2465, 49 L.Ed.2d 245 (1976). A careful examination of the legislative history reveals no evidence of any intent that a § 13(c) assurance supersedes state law; rather, that history reveals the contrary. 1. The first UMTA bills, introduced in Congress in the early 1960’s contained no labor protection provisions. Those provisions, which later became § 13(c), appeared in Congress when Secretary of Labor Willard Wirtz presented them to the Senate and House Committees on Banking and Currency in 1963. Secretary Wirtz first pointed out that the Labor Department had drafted the provisions after discussions with the Amalgamated Transit Union and the AFL-CIO. The unions argued that labor protection was needed for two reasons. UMTA money might be used by the states to buy existing private transit companies. Under the law in some states if a private transit system became publicly owned, its workers would lose their rights to strike and to bargain collectively. UMTA funds might also be used for automation leading to a loss of jobs. Thus, as Secretary Wirtz explained it, § 13(c) was to provide “transitional” protection. Second, Secretary Wirtz explained how the labor protection provisions work. He made clear that the provisions would give the Labor Department a weapon — in the form of UMTA grants — that could be used to encourage states to modify laws to allow, for example, collective bargaining, or to look for ways around existing anti-union statutes. If a state could not satisfy the Secretary that it had found some lawful method to provide the protection that § 13(c) required, the Secretary would prevent the state from receiving UMTA assistance. Thus, Secretary Wirtz testified that § 13(c) would “affect” state law, but it would not “override” state law. Third, the Secretary emphasized the breadth of the discretionary power that § 13(c) gave to the Labor Department and the “flexibility” with which that discretion must be exercised. Thus, he told the House Committee that the Labor Department had the need for “flexibility” in mind “when the standards in the proposal were drafted.” The provisions provided flexibility both because the standard used — “fair and equitable arrangements” — was a highly general one and because the statute allowed the Secretary to take “account of the fact that different answers may be appropriate in different cases.” Indeed, in response to questioning, the Secretary stated that the provision did not even require him to withhold funds from a state with a law prohibiting collective bargaining among municipal employees. Even in such a case he would search for ways to work out arrangements that would allow the state to participate in the program. Fourth, the Secretary specifically focused upon the question of whether § 13(c) assurances would supersede state law. In response to questioning in the Senate, he said, “I should like it quite clear that I think that there should be no superseding here of the State law.” The Senate Committee report on the bill subsequently stated, In regard to the question as to whether these [§ 13(c)] provisions would supersede State labor laws, the committee concurs in a statement made by the Secretary of Labor “that there could be no superseding of State laws by a provision of this kind.” The Secretary also responded to a question by a Congressman about the relation of § 13(c) to state law by saying that the Labor Department’s proposal “is submitted on this basis . . . that the state laws must control.” When questioned by Congressman Wilson about whether he anticipated the “need for changes in any State laws in order to qualify any authority for funds under the provisions of the amendment,” Secretary Wirtz responded: We are not relying upon any such changes, or assuming any such changes. We are also assuming that the State laws would be controlling in the situation. But, on the constructive side of my answer, it is also a responsible determination in the light of experience that there would be few, if any, situations, in which the interests of a community in this program where State laws are applicable and practices applicable to collective bargaining would enter and the interests reflected in this proposed amendment could not and would not be reconciled affirmatively. It would be possible in our judgment to take care of that. (Emphasis added.) In sum, as seen by the Secretary of the Department that drafted § 13(c) (as well as by the Senate Committee that reported it), that section, together with UMTA funds, provided the Department with strong, flexible and discretionary power to encourage states to modify or to find ways around state laws or practices that, for example, inhibited collective bargaining. That section, in their view, clearly did not give the Secretary the power to override state law. 2. On the floor of the Senate, Senator Williams, one of the bill’s chief sponsors, Senator Sparkman, the Chairman of the relevant subcommittee, and Senator Morse, a leading advocate of labor protection, all stated that § 13(c) was not intended to override state law. The reason for this unusual degree of explicitness is that two senators — Tower and Goldwater — claimed the contrary and sought to eliminate or to modify that section. Senator Tower based his claim upon the fact that Senate Committee had struck out a proviso that would have allowed the “encouragement of collective bargaining rights to the extent not inconsistent with state law.” 109 Cong.Ree. 5322, 5415 (1963). He was joined by Senator Goldwater (who also sought to strike out § 13(c)). Senator Williams responded to their argument by stating: This provision [i.e., § 13(c) ] is truly ancillary to the thrust of the transportation program. It is only included in the interest of fairness and equity. If as a result of the expenditure of federal funds, a railroad employee having a lifetime of contributions to a pension system were to lose it because his railroad was taken over by the public, that would be grossly unfair. This provision protects those rights which have been hard earned and enables them to continue. The legislative history has to be corrected, however, because if the bill shall be enacted, we must have a record that will show that the bill does not preempt State law; it does not control or dominate with irrevocable authority local situations. The bill provides for the encouragement of collective bargaining. That does not put the force of a mandate on a community. ... I do not believe we can pass a law which would change State law; and we do not attempt to do so. . . . Id. at 5417. (Emphasis added.) Senator Sparkman added a similar view, id. at 5418 and the effort to strike the section was defeated. Id. at 5420. Senator Tower then sought to amend § 13(c) to require only arrangements “consistent with the laws of the State in which the project is located.” Id. at 5421. Again, he argued that without this proviso § 13(c) might override state law. The amendment was defeated, in part, because, as Senator Williams stated again and again, it was unnecessary: § 13(c) did not superseded state law. Id. The real issue at stake, however, was not the question of override; the real issue was whether the Secretary of Labor would have the power to use § 13(c) as a weapon to encourage states to modify anti-union laws or to look for ways around those laws in the case of municipal transit workers (particularly those “acquired” from private companies with UMTA funds). Senator Tower’s amendment would have severely limited the Secretary’s power to insist upon changes in state law as a condition for receiving funds — the very power that Secretary Wirtz had sought. The defeat of that amendment allowed him that power. Senator Javits explained the matter clearly: The reason I oppose the amendment is that I believe the provisions with respect to labor are in balance now, so far as Senators like myself are concerned. I should like to state my understanding of the situation and why I believe the amendment will complicate it rather than improve it. My understanding of the amendment is that the Secretary of Labor, under the bill, cannot supersede State law. If State law makes it impossible for the employees of municipal transit systems to bargain collectively, then it makes it impossible. There is nothing in the bill that can override it. Indeed, I doubt that the Constitution will permit it, and I doubt that it can be done under any phase of the TaftHartley law. However, what it does, by not mentioning the proposition is to enable the Secretary of Labor . . ., to go into a State where a right-to-work law or some other law deprives the municipal employees— that is, employees of the transit system— of collective bargaining rights. Perhaps because the Administrator has money to give out, some States may be induced to make some accommodation on that score by the necessary exemption from the law or any interstate compact entered into with other States. Therefore, we have a balanced scheme. We do not override the law; at the same time, we do not compel the Federal Government to go in where the law is adverse to the interest of labor and labor’s own point of view, and perhaps also even give encouragement to exempt a situation of this kind where the State desires to get this type of Federal help. I think that is giving something on both sides, while at the same time not giving the Administrator instructions, which is what the amendment would do, that he must go into such States notwithstanding the fact that the municipal transit system workers might be deprived of collective bargaining rights. Therefore, I believe the amendment should be rejected. 109 Cong.Rec. 5422 (1963). Subsequently, Senator Morse, a strong supporter of labor protection, added that under § 13(c), “The state can continue its state policy if it wishes to; but .. . the State should not be allowed to receive Federal money with which to continue a policy that is in conflict with sound Federal policy.” Id. at 5672. He added that the final § 13(c) provision “does not supersede any State policy.” Id. at 5673. Thus, the Senate debate reveals not a single senator who intended § 13(c) to override conflicting state law. It contains explicit statements by sponsoring senators that they intended the contrary and believed that § 13(c) carries out their intent. The senatorial remarks to the contrary are not supported by legal argument and were made by senators as part of an argument for an amendment that went well beyond removing any direct conflict between § 13(c) and state law. 3. The Senate debate was repeated in the House of Representatives. Some congressmen articulated fears similar to those of Senators Tower and Goldwater. They feared that the legislation would override state law. See, e.g., 110 Cong.Rec. 14979 (remarks of Rep. Taft). The bill’s sponsors, however, assured the House that § 13(c) was not intended to override conflicting state law. Thus, Congressman Multer stated that “[n]othing in this bill and nothing in any amendment thus far adopted will infringe upon local law whether it be of a State or municipality.” Id. at 14980. And, Congressman Rains argued “that there is not one line in this bill that would vitiate in any way any State or local law.. .. ” Id. In sum, the legislative history reveals one explicit statement after another, made by the bill’s drafters, the bill’s sponsors in the Senate, and those who sponsored it in the House, that § 13(c), while designed to prod the states, is not intended to lead to the invalidation of any state law. B It might be argued, however, that this legislative history does not dispose of the matter because it does not explicitly consider the effect of § 13(c) on new state law enacted after the state has accepted UMTA funds. Indeed, the union here does not argue that § 13(c) assurances override preexisting state law; it claims they override subsequently enacted state law. We do not believe, however, that this distinction is determinative for the following reasons. First, there is nothing in the legislative history of UMTA suggesting a need to draw this distinction. Rather, the history quoted above suggests that the senators and congressmen who drafted, sponsored, and voted for the bill believed that § 13(c) would not override any state law. And, there is no indication at all that both the statute and the detailed assurances- given pursuant to § 13(c) were intended to predominate in case of conflict. Second, if as the Transit Union contends, § 13(c) assurances override state law, Congress, in enacting § 13(c), to a significant extent federalized collective bargaining with local transit unions. Section 13(c) assurances consist of detailed documents, negotiated between transit authority and union, containing hosts of conditions related to wages, hours and working conditions — conditions that could govern the relations between the parties for years to come. To give these documents the authority of federal law overriding state law to the contrary would transfer predominate legal authority for local transit labor relations from state to federal government. The statute would have created a federal involvement in local transit labor relations akin to that which now exists with respect to railroad and airline workers. See generally International Association of Machinists v. Central Airlines, Inc., 372 U.S. 682, 687, 83 S.Ct. 956, 959, 10 L.Ed.2d 67 (1963). Whether or not such a federal presence is desirable, we cannot interpret the ambiguous language of § 13(c) to create it without a fairly clear indication that such was Congress’s intent. Unlike railway and airline workers, we are here considering workers for local transit companies whose employers, by and large, are municipalities or state governments. Cf. National League of Cities v. Usery, supra. Moreover, in the National Labor Relations Act Congress explicitly exempted public employees, such as MBTA workers, from federal labor legislation. See Local Division 589, Amalgamated Transit Union v. Amalgamated Transit Union, 295 F.Supp. 630, 632 (D.Mass.1969). Had Congress intended to grant the Secretary of Labor NLRB-type (or more) power to override state law governing these local public employees, one would expect to find some indication that Congress at least thought about the matter. But instead, the legislative history is silent. Not a word indicates that Congress intended such a result. The unions in 1963 urged no such outcome. To the contrary, the legislative history suggests that Congress was sensitive to the local nature of local transit; it “expected that specific conditions [in § 13(c) assurances] normally will be the product of local bargaining and negotiations;” Senate Report, supra note 25, at 28; see House Report, supra note 25, [1964] U.S.Code Cong. & Admin.News at 2584 — 2585; and its members made the many statements previously discussed suggesting the legal supremacy of state law. Third, § 13(c)’s framers intended a limited set of provisional protections. Secretary Wirtz testified that “we are concerned particularly only about the transitional effects upon particular employee groups [caused by] consolidation, merger, acquisition of various lines or the establishment of new systems beside or in some cases replacing old systems [or by the] establishment or programs of technological improvement.” Senate Hearings, supra note 26, at 308 (emphasis added). To erect upon § 13(c) assurances a near permanent set of specific collective bargaining conditions which the state cannot change is to go beyond this limited purpose. Fourth, to find that specific § 13(c) assurances override state law would also go beyond § 13(c)’s objective of assuring “fair and equitable” arrangements. Clearly, a state law could modify a particular § 13(c) assurance without inevitably bringing about an unfair or inequitable result. It has not been shown, for example, that the new system provided by Chapters 405 and 581 is basically unfair or inequitable; it is simply claimed that those chapters change the 19.73 Basic Agreement permanently frozen in detail by the 1974 assurances. Congress’s general intent to secure fair arrangements does not require the implementation of any particular set of detailed provisions. Indeed, if the specific detailed provisions of a § 13(c) assurance prevail over any conflicting change in state law, the Secretary of Labor would lose any ongoing power to exercise discretion — to decide whether or not a change makes the state system as a whole unfair to the transit workers. This result would be anomalous given a legislative history stressing the need for flexibility and discretion. See note 34, supra. See also Kendler v. Wirtz, 388 F.2d 381, 383 (3d Cir. 1968); City of Macon v. Marshall, 439 F.Supp. 1209, 1223—1224 (M.D.Ga.1977). Fifth, § 13(c) assurances need not override state law to make § 13(c) enforceable. The threat of receiving no further UMTA funds would often prevent a state currently receiving those funds from changing its laws contrary to the policy of § 13(c). If not, the Secretary might halt the flow of funds or take other appropriate action. In any event, such an enforcement scheme is more consistent with congressional intent than the alternative urged upon us by the Transit Union; namely, that § 13(c) permanently binds states to the details of § 13(c) assurances and. referenced collective bargaining agreements entered into perhaps a decade earlier, regardless of whether changes in state law are, in any overall sense, unfair. Even if such a system is desirable, the legislative history of UMTA suggests that Congress did not intend to create it. C The Transit Union has cited several cases that it believes stand for the proposition that § 13(c) assurances supersede state law. We have found no case, however, which is both directly on point and which considers the issue in detail. The Union cites many cases which deal with other federal statutes. These include International Association of Machinists v. Central Airlines, Inc., 372 U.S. at 689-91, 83 S.Ct. at 960-61 (§ 204 of the Railway Act, 45 U.S.C. § 184); Ivanhoe Irrig. Dist. v. McCracken, 357 U.S. 275, 291-294, 78 S.Ct. 1174, 1183-1185, 2 L.Ed.2d 1313 (1958) (Reclamation Act of 1902); International Brotherhood of Teamsters v. Oliver, 358 U.S. 283, 295-297, 79 S.Ct. 297, 304-305, 3 L.Ed.2d 312 (1959) (§§ 7 and 8 of the National Labor Relations Act, 29 U.S.C. §§ 157 and 158); Textile Workers Union v. Lincoln Mills, 353 U.S. 448, 456-457, (1957) and Teamsters Local v. Lucas Flour Co., 369 U.S. 95, 102-103, 82 S.Ct. 571, 576, 7 L.Ed.2d 593 (1962) (substantive law to be applied in suits under § 301 of the Labor Management Relations Act of 1947, 29 U.S.C. § 185). In each of these cases, the Court held that federal law is preemptive. Yet, these cases are not persuasive here where we deal with a different statute, with different statutory objectives, and with a different legislative history. Most of the UMTA cases cited by the Union do not deal with the precise question here at issue. Thus, in Local Division 714, Amalgamated Transit Union v. Greater Portland Transit District, 589 F.2d 1 (1st Cir. 1978), we decided a jurisdictional question. We held only that a union “does have a federal cause of action, implied from UMTA § 13(c) to enforce the labor protective arrangements to which the [Greater Portland Transit] District agreed to as a condition of federal financial assistance under the Act.” 589 F.2d at 16. We further noted that future “enforcement litigation will surely involve interpreting the protective arrangements in light of the purposes and policies of § 13(c), as well as resolving issues relating to the interplay between federal and state labor policies and possible supremacy clause problems.” Id. at 13. We did not decide the question of whether § 13(c) requires that state law be subordinated to § 13(c) assurances. The Transit Union has cited language in that case that might imply such subordination. To the extent that it does so, however, we hereby disapprove it. Several other cases cited also deal with the same jurisdictional question at issue in Greater Portland. Thus, the Sixth Circuit, Local Division 1285, Amalgamated Transit Union v. Jackson Transit Authority, 650 F.2d 1379 (6th Cir. 1981); the Seventh Circuit, Local Division 519, Amalgamated Transit Union v. LaCrosse Municipal Transit Utility, 585 F.2d 1340 (7th Cir. 1978); and the Eighth Circuit, Division 1287, Amalgamated Transit Union v. Kansas City Area Transportation Authority, 582 F.2d 444 (8th Cir. 1978), cert. denied, 439 U.S. 1090, 99 S.Ct. 872, 59 L.Ed.2d 56 (1979), also reached the conclusion that a claim of breach of a § 13(c) agreement sets forth a dispute cognizable in federal court; in none of these cases did the court explicitly explore the problem of a conflict with a state law, and in none did the court decide whether, as a matter of general principle, assurances provided under § 13(c) govern in the face of a conflicting state statute. We recognize that there are dicta in Jackson and Kansas City Area Transportation Authority which appear to support the Transit Union’s position. And, subsequent to the decision of the Eighth Circuit, a district court ruled, in an alternative holding, that where state law and a § 13(c) agreement are in conflict, state law must yield. Division 1287, Amalgamated Transit Union v. Kansas City Area Transportation Authority, 485 F.Supp. 856, 863-864 (W.D.Mo.1980). But see generally Division 580, Amalgamated Transit Union v. Central New York Regional Transportation Authority, 556 F.2d 659, 662 (2d Cir. 1977) (suggestive of support for proposition that state law need not yield when in conflict with § 13(c) agreement). Several unpublished opinions also lend support to the Transit Union’s position. None of these opinions, however, considers the issue in depth, and we have determined not to follow them. For these reasons, we hold that the specific detailed assurances given by a union and a transit authority to the Labor Department under (UMTA) § 13(c) do not invalidate a state law to the contrary. Ill The Transit Union also claims that Chapters 405 and 581 are unconstitutional because they impair the obligations of the 1973 Basic Agreement, thereby violating the Contract Clause of the United States Constitution. (“No State shall . .. pass any ... Law impairing the Obligation of Contracts____” Art. I, § 10.) The MBTA disputes the district court’s holding that portions of Chapter 405 and all of Chapter 581 violate the Contract Clause. We agree with the MBTA that these chapters do not violate the Clause. For one thing, the Basic Agreement may well have expired before Chapters 405 and 581 took effect. Although language in the Agreement appears to extend it indefinitely into the future, a Massachusetts state court recently held that, at least for purposes of injunctive relief, the agreement has terminated. On January 7, 1981, the Massachusetts Superior Court, per Judge Young, stated that the Transit Union contract (among others) contains: language implying that the prior contract provisions remain in effect until a new contract is negotiated. For injunctive purposes, this Court concludes that it is unreasonable to interpret these provisions so as to continue the prior provisions forever.....Accordingly, for purposes of granting injunctive relief, this Court shall set a six month period to injunctive relief granted on the basis of such contracts since this seems a reasonable time within which the parties may renegotiate them. Gallahue v. MBTA, Mass. Superior Court, Suffolk County No. 45917, slip op. at n.1 (January 7, 1981). On July 1, 1981, Judge Young denied plaintiffs’ motion to extend the injunction, presumably on the ground that the collective bargaining contract was no longer in effect. If Judge Young’s opinion constitutes an authoritative interpretation of the Basic Agreement, the Contract Clause would not be violated, for Chapters 405 and 581 apply only to future negotiations, when the Basic Agreement would no longer be in effect. It has been clear since 1827 that the Clause applies only to laws with retrospective, not prospective, effect. Ogden v. Saunders, 12 Wheat. 213, 6 L.Ed. 606 (1827). See also Schwartz, Old Wine in Old Bottles: The Renaissance of the Contract Clause, [1979] Supreme Court Rev. 95, 99. For another thing, even if the Superior Court’s decision is not to be taken as a definite state interpretation of the Basic Agreement, there are strong reasons for believing that the Agreement should be given this interpretation for purposes of applying the federal Contract Clause. Ever since the Charles River Bridge case, it has been the law that public contracts are to be strictly construed in favor of the state. Charles River Bridge v. Warren Bridge, 11 Pet. 420, 9 L.Ed. 773 (1837); Schwartz, supra, at 99. In holding that a company’s charter to operate a toll bridge did not bar the state from authorizing the construction of a competing free bridge, the Supreme Court stated: “ ‘[A]ny ambiguity in the terms of the contracts must operate against the [company] . . . and in favor of the public’.” 11 Pet. at 543, quoting Stourbridge Canal v. Wheely, 2 B & Ad. 793. Similarly, the Court has written: Every reasonable doubt is to be resolved adversely [to the private party claiming under the contract]. Nothing is to be taken as conceded but what is given in unmistakable terms or by an implication equally clear. The affirmative must be shown. Silence is negation and doubt is fatal to the claim. This doctrine is vital to the public welfare. Fertilizing Co. v. Hyde Park, 97 U.S. 659, 666, 24 L.Ed. 1036 (1878). This doctrine illustrates the deference that federal courts must pay to state legislation if the Contract Clause is not to become a serious obstacle to the enactment of social or economic legislation that the states believe is necessary. It is possible to interpret the terms of the Basic Agreement in a way that suggests the Agreement has terminated. Of course, if taken literally, the language of the Agreement would make it perpetual. Sections 600 and 601 of the 1973 Basic Agreement were amended by the Memorandum of Understanding (the 1979 collective bargaining agreement) to provide that the agreement will continue in force until December 31, 1980, “and from year to year thereafter unless changed by the parties.” A party desiring change shall give notice, and if no agreement is reached on those proposals, “the parties shall submit the disputed issues to final and binding arbitration as provided for in this Agreement.” This language literally requires perpetual use of the 1973 arbitration system. It would prevent either party from ever denouncing the Agreement through termination and seeking a totally new one, no matter how unsatisfactory it found the 1973 arrangement. It is difficult to believe that the parties to the agreement thought they could bind their successors forever. Perpetual contracts would seem to be particularly inappropriate in the field of labor relations, where fluctuating economic circumstances ordinarily call for the ability to adapt to changes. See generally D. Bok and J. Dunlop, Labor and the American Community 289 (1970) (unpredictable nature of long-term agreements). And, it seems unlikely that the parties in 1973 or 1979 believed that they had found a permanent solution to the MBTA’s labor/management problems or that they thought they had prevented both the state and the Transit Union from ever again exercising their respective powers to achieve some other accommodation with changing realities. The parties were presumably aware that a perpetual agreement was unlikely to be enforceable at law. Not even in the area of property law — an area where legal relationships are traditionally stable and certain, have the courts allowed private parties to make arrangements lasting in perpetuity. See Restatement of the Law of Property § 370 (1944). State courts have interpreted commercial contracts that apparently called for perpetual arrangements, not to do so. See Simons v. American Dry Ginger Ale Co., 335 Mass. 521, 524, 140 N.E.2d 649, 655 (1957). And, where such an interpretation has proved impossible in public collective bargaining agreements, they have struck such provisions down as contrary to public. policy. See, e. g., Niagara Wheatfield Administrators Association v. Niagara Wheatfield Central School District, 54 A.D.2d 498, 389 N.Y. S.2d 667, 669-670 (4th Dept. 1976). Massachusetts courts have recognized the particularly strong public interest at stake where government labor contracts are at issue; and, they have indicated their willingness to strike down or interpret away provisions in such contracts that run contrary to public policy, by, for example, imposing undue restrictions upon the freedom of action of public authorities. See School Committee of Boston v. Boston Teachers Union, 378 Mass. 65, —--, 389 N.E.2d 970, 973-974 (1979); Watertown Firefighters v. Watertown, 376 Mass. 706, 713 n.15, 383 N.E.2d 494, 498 n.15 (1978). Under these circumstances, the fact that the Basic Agreement is silent as to the parties’ authority to terminate completely or to denounce the contract (as contrasted with the power to “change” the contract) might well be interpreted to allow.them to do. Consistent with the express language, the interest arbitration provision might be interpreted as forbidding total termination of the contract only for a reasonable time after expiration of the contract’s express term — in this instance December 31, 1980. Under any such interpretation of the contract — similar to that apparently reached by the Massachusetts Superior Court— there is no Contract Clause problem present here. Nonetheless, it is conceivable that state courts reviewing the Basic Agreement in related cases will reach a different conclusion. Because of the need for expeditious resolution of this litigation, we have also considered the Contract Clause question on the assumption that the “perpetual duration” provisions of the Agreement are to be read literally. In that case, the narrow question before us is whether two subsequently enacted state laws (Chapters 405 and 581) can constitutionally override those provisions. of the contract that provide for indefinite (or perpetual) extension (or renewal) of the contract’s terms. We believe that they can. The Contract Clause does not make unlawful every state law that conflicts with any contract that contains terms contrary to its provisions. Any such interpretation would make of the clause an insuperable barrier to necessary state legislation. It would threaten to make the Constitution unworkable. Home Building & Loan Ass’n v. Blaisdell, 290 U.S. 398, 428, 434-435, 443, 54 S.Ct. 231, 236, 238-239, 242, 78 L.Ed. 413 (1934). As the Supreme Court has stated, “literalism of the construction of the contract clause . . . would make it destructive of the public interest by depriving the state of its prerogative of self-protection.” W. B. Worthen Co. v. Thomas, 292 U.S. 426, 433, 54 S.Ct. 816, 818, 78 L.Ed. 1344 (1934). Thus, the courts have interpreted the clause so as to harmonize the state’s need to legislate in the interests of its citizens with the need to protect investors and other contracting parties against repudiation of a debt or obligation. In doing so, at least since the early 1930’s, they have struck down state laws only infrequently. In applying the clause, courts have examined the strength of the relevant interests of the private parties and those of the state. They have considered the nature of the private party’s investment, which could take the form of labor as well as capital: to what extent has a party worsened his preexisting circumstances by entering into, and relying upon, the contract? Moreover, the courts have examined the extent to which the party might reasonably have relied upon enforcement of the contractual promise in order to protect his investment. Thus, it is not surprising that the courts have upheld laws where these interests are likely to be- weak, such as where a law would have basically prospective application, Ogden v. Saunders, supra, or where a retrospective law would modify, not substantive rights, but pre-existing contractual remedies. Penniman’s Case, 103 U.S. 714, 26 L.Ed. 602 (1881). See W. B. Worthen Co. v. Kavanaugh, 295 U.S. 56, 60, 55 S.Ct. 555, 556, 78 L.Ed. 1298 (1935); Home Building & Loan Ass’n v. Blaisdell, 290 U.S. at 434 n.13, 54 S.Ct. at 238 (collecting “remedy” cases); Mason v. Haile, 12 Wheat. 370, 6 L.Ed. 660 (1827). See also Sturges v. Crowninshield, 4 Wheat. 122, 200, 201, 4 L.Ed. 529 (1819). As the Supreme Court recently stated, “a reasonable modification of statutes governing contract remedies is much less likely to upset expectations than a law adjusting the express terms of an agreement.” United States Trust Co. v. New Jersey, 431 U.S. 1, 20-21 n.17, 97 S.Ct. 1505, 1517, 52 L.Ed.2d 92 (1977). Courts have also examined the type of legislation at issue to determine the importance and strength of the state’s interest in legislating. See, e.g., Stone v. Mississippi, 101 U.S. 814, 817-818, 25 L.Ed. 1079 (1880). They have frequently held that contracts are impliedly limited by, and subject to, the implicit authority of the state to exercise its “police power.” E.g., Allied Structural Steel v. Spannaus, 438 U.S. 234, 241, 98 S.Ct. 2716, 2720, 57 L.Ed.2d 727 (1978); Home Building & Loan Ass’n v. Blaisdell, 290 U.S. at 435-436, 54 S.Ct. at 236, Stone v. Mississippi, 101 U.S. at 817. And, the Supreme Court has defined “police power” for Contract Clause purposes, “as an exercise of the sovereign right of the Government to protect the lives, health, morals, comforts, and general welfare of the people.... ” Manigault v. Springs, 199 U.S. 473, 480, 26 S.Ct. 127, 130, 50 L.Ed. 274 (1905). The state’s “paramount authority ... is not limited to health, morals and safety. It extends to economic needs as well.” Veix v. Sixth Ward Ass’n, 310 U.S. 32, 39, 60 S.Ct. 792, 795, 84 L.Ed. 1061 (1940). This doctrine reflects the importance of allowing states to legislate freely on social and economic matters of importance to their citizens, modifying the law to meet changing needs and conditions. Following this doctrine, and of direct relevance here, the Supreme Court has upheld state laws that invalidated prior contractual obligations in the field of transportation; see, e.g., New Orleans Pub. Serv. v. New Orleans, 281 U.S. 682, 50 S.Ct. 449, 74 L.Ed. 1115 (1930); Denver & R.G.R. Co. v. Den ver, 250 U.S. 241, 39 S.Ct. 450, 63 L.Ed. 958 (1919); Atlantic Coast Line R. Co. v. Goldsboro, 232 U.S. 548, 558, 34 S.Ct. 364, 58 L.Ed. 721 (1914); Northern Pac. R. Co. v. Duluth, 208 U.S. 583, 28 S.Ct. 341, 52 L.Ed. 630 (1908); and, it has upheld newly enacted state labor laws that specifically set aside previously existing contracts to the contrary. See, e.g., American Federation of Labor v. American Sash Co., 335 U.S. 538, 540, 69 S.Ct. 258, 93 L.Ed. 222 (1949); Lincoln Federal Labor Union v. Northwestern Iron & Metal Co., 335 U.S. 525, 531-32, 69 S.Ct. 251, 254-55, 93 L.Ed. 212 (1949). An examination of the relevant interests in this case suggests those of the Transit Union are weak and those of the Commonwealth of Massachusetts correspondingly strong. For one thing, the Transit Union could not reasonably have relied upon the continued enforcement of the arbitration provision in the Basic Agreement as necessary protection for the investment of labor by its members. The very uncertainty as to the legality under state law of a contractual arrangement purporting to be perpetual would make reliance upon its lasting unreasonable. See p. 638 supra. Moreover, the contractual provisions at issue here are concerned with the form of the arbitral process and the procedure for determining wages, hours and working conditions; the provisions themselves do not set those terms. They are thus procedural and therefore more akin to a contractual remedy than a contractual right. The Transit Union and its members cannot easily say what terms will result from the new procedure; or how those terms will differ from those that the prior procedure would have provided. They may fear the new procedure will lead to less favorable substantive terms; but so may creditors have feared that changes in contractual remedies (e. g., abolition of imprisonment for debt) would make it harder to collect their debts. Yet due to the diminished nature of the reliance involved, such procedural changes in remedy have long been allowed. See cases cited at p. 639, supra. Further this is not a case of investment given to the state with the expectation of the state returning it, securing its return, or returning an equivalent value through the enforcement at issue. The Transit Union’s members have received the pay and working conditions they bargained for and in return for which they gave their labor. It is difficult to see how the promise that a particular arbitration procedure would be used indefinitely into the future— beyond the life of the express terms of the existing agreement — could have played more than a small role in an employee’s decision to work for the MBTA. Finally, the Commonwealth, as far as possible, has sought to protect reasonable reliance and expectations by applying the laws at issue here only to future negotiations, when contracts expire subsequent to the enactment of those laws. For another thing, the state’s interest in legislating in this area seems sufficiently strong to overcome the prior contract’s restraints. Public transportation is vital to the state and to its economy. The difficulties of finding satisfactory methods for resolving labor disputes — particularly in the field of public employment — are well known. D. Bok & J. Dunlop, supra at 228 ff. The state plausibly claims that the problems of cost and efficiency are great. One piece of legislation at issue here (Chapter 405) was enacted after a long impasse in bargaining, and the other (Chapter 581) was enacted during a period of fiscal emergency as part of a government effort to keep the system from closing down. The state’s interests here would seem at least as great as those present in other cases where the Supreme Court upheld a state law’s validity. See, e.g., Stone v. Mississippi, supra (state forbids lottery despite its grant of a twenty-five year lottery franchise to a firm three years earlier); Faitoute Iron & Steel Co. v. City of Asbury Park, 316 U.S. 502, 62 S.Ct. 1129, 86 L.Ed. 1629 (1942) (state law altered a municipal bond contract); El Paso v. Simmons, 379 U.S. 497, 85 S.Ct. 577, 13 L.Ed.2d 446 (1965) (state law modified a land-sale contract by reducing redemption period); Fertilizing Co. v. Hyde Park, supra (state law rendered company charter valueless); Atlantic Coast Line R. Co. v. Goldsboro, supra (state law restricted railway’s contractually granted right to operate). Moreover, it should be kept in mind that the state laws before us interfere with a prior contractual promise only to the extent that the promise would seek to prevent the state from ever changing the arbitration system. In other words, the narrow issue we are considering is whether the state can override a promise by one of its authorities made several years before that ties the hands of all future legislatures in an area of great importance to the public, concerning serious problems (labor/wage/cost/efficiency negotiations) where few would claim to have found even a provisionally satisfactory answer, let alone a permanent one. The Supreme Court has written that “the Contract Clause does not require a State to adhere to a contract that surrenders an essential attribute of its sovereignty.” United States Trust Co. v. New Jersey, 431 U.S. at 23, 97 S.Ct. at 1518. We do not believe that the Contract Clause grants the MBTA authority to restrict so significantly the power of future state legislatures. The Transit Union has pointed out, however, that recently the Supreme Court, in United States Trust Co. v. New Jersey, wrote that a state law impairing the state’s prior contractual obligation is valid only if “it is reasonable and necessary to serve an important public purpose.” 431 U.S. at 25, 97 S.Ct. at 1518. See also Allied Structural Steel v. Spannaus, 438 U.S. at 243-244, 247, 98 S.Ct. at 2721-22,