BEFORE THE ARBITRATOR
In the Matter of the Arbitration of a Dispute Between
ATHENS EDUCATION ASSOCIATION SUPPORT
ATHENS SCHOOL DISTRICT
(Teacher Aide Layoff Grievance)
Mr. Larry Holtz, UniServ Director, Central Wisconsin UniServ,
370 Orbiting Drive, P.O. Box 158,
Mosinee, Wisconsin 54455-0158, on behalf of the Union.
Ruder Ware, by Attorney Jeffrey T. Jones, 500 Third Street,
Suite 700, P.O. Box 8050, Wausau,
Wisconsin 54402-8050, on behalf of the District.
The Athens Education Association Support Personnel (herein the Union) and the
School District (herein the District) were parties to a collective bargaining agreement dated
1999, which covered the period July 1, 1997 to June 30, 2001 and provided for binding
of certain disputes between the parties. The agreement had expired and the parties were in a
period when the events giving rise to the present grievance occurred. On November 1,
Union filed a request with the Wisconsin Employment Relations Commission (WERC) to
grievance arbitration regarding the reduction in hours of four Teacher Aides (herein the
and requested the submission of a panel of WERC staff from which to select to arbitrate the
The parties subsequently designated the undersigned to hear the dispute and a hearing was
on February 4, 2003. The proceedings were not transcribed. The parties filed briefs by
2003, and reply briefs by June 17, 2003, whereupon the record was closed.
To maximize the ability of the parties we serve to utilize the Internet and
software to research decisions and arbitration awards issued by the Commission and its staff,
footnote text is found in the body of this decision.
The parties were unable to stipulate to the issues and agreed to submit the framing of
issues to the Arbitrator.
The Union would frame the issues as follows:
Did the Employer violate Article VIII, Section B of the
collective bargaining agreement when
it failed to follow the seniority provisions contained within that section of the contract by
laying off all grievants within the aides classification in varying degrees from 14.2% to
If so, what is the appropriate remedy?
The District would frame the issues as follows:
Whether the District violated the terms of the Collective
Bargaining Agreement by reducing
the Grievants' work hours?
If so, what is the appropriate remedy?
The Arbitrator frames the issues as follows:
Did the District violate Article VIII of the collective
agreement by reducing the
Grievants' work hours and the manner in which it did so?
If not, what is the appropriate remedy?
ARTICLE II MANAGEMENT RIGHTS
A. Management retains all
rights of possession, care, control and management that it has by law,
and retains the right to exercise these functions during the term of the Collective Bargaining
Agreement except to the extent such functions and rights is restricted by the express terms
of this agreement. These rights include, but are not limited by enumeration to, the following
1. To direct all operations of the School System.
2. To establish and require observance
of reasonable work rules.
3. To hire, promote,
transfer, schedule and assign employees in position with the School
4. To suspend,
discharge and take other disciplinary action towards employees.
5. To lay off
6. To maintain the
efficiency of School System operations.
7. To take whatever
action is necessary to comply with state or federal law.
8. To introduce new or
improved methods or facilities.
9. To select employees,
establish reasonable quality standards and evaluate employee
10. To take whatever
reasonable action is needed to maintain the functions of the School
System in unforeseen situations that call for immediate action.
B. The Board retains all rights
of management not restricted by the express terms of this
C. Probationary Period: All
employees shall serve a probationary period of 80 individual
working days from the date of their employment. Employees who are terminated or who
voluntarily quit and are rehired by the School District, shall be considered new employees.
D. Probationary Discipline: An employee who is
disciplined during the probationary period shall
not have access to the grievance procedure concerning such action.
. . .
ARTICLE VIII SENIORITY
AND JOB SECURITY
A. School District seniority is
defined as service by appointed School District employees in the
collective bargaining unit covered in this agreement within their current job classification.
One full year of seniority shall be granted to any employee who is regularly scheduled to
at least 1,950 hours per year. Seniority for all other employees shall be determined by
regular hours per year by 1,950 2,080 hours based on
job title. An employee shall lose all
accumulated School District seniority only if such employee:
discharged for cause, irrespective of whether he/she is subsequently
rehired by the School District.
B. In the event of a work
location reduction in force, including reductions caused by the
discontinuance of a facility or its relocation, the employees shall be laid off in the inverse
order of seniority within the job classification of the employee provided the employee is
deemed qualified to fill a remaining position.
C. In the event that within
twelve (12) months from the date of a lay-off a vacancy occurs a laid-off employee shall be
entitled to recall to work ii the order of seniority.
C. [sic] Notice of recall to
work shall be addressed to the employee's last address appearing on
the records of the School District, by certified mail, return receipt requested. With five (50
working days from receipt of such notice of recall, the employee shall notify the District
writing, whether or not he/she desires to return to the work involved in the recall. Failure to
reply or if there is no desire to return to such work, the employee shall forfeit all of his/her
seniority and all rights to recall.
E. Seniority shall not be
accumulated during the period of layoff. Upon recall the appointed
employee shall have accumulated seniority to the date of layoff.
ARTICLE III GRIEVANCE
. . .
D. Arbitration Procedure:
. . .
5. Arbitration Decision:
The decision of the arbitrator shall be limited to the subject matter
of the grievance and shall be restricted solely to the interpretation of the Agreement in the
area where the alleged breach occurred. The arbitrator shall not modify, add to, or delete
from the express terms of this Agreement.
. . .
ARTICLE VII WORK
SCHEDULE, HOLIDAYS, VACATIONS
A. Hours: The normal work
week for employees shall be Monday through Friday. The normal
work day for each employee shall be posted on the initial job posting. The District reserves
the right to make changes in the normal work week and/or work day. Such changes shall
be made arbitrarily.
. . .
ARTICLE XIV ENTIRE
MEMORANDUM OF AGREEMENT
This Agreement constitutes the entire
agreement between parties and supersedes any an all prior
agreements or past practices. Any amendment or agreement supplemental hereto shall not be
upon either party unless executed in writing by the parties hereto.
The Union first organized and bargained its initial contract with the District in 1989.
of the initial collective bargaining agreement, the parties included Article VIII
Seniority and Job
Security, which has remained in the contract, with minor modifications unrelated to this
to the present day. The current form of the language is set forth above.
Beginning in the 2001-2002 school year, the District began to face budget pressures
declining enrollments. Thus, in the 2001-2002 school year, one teaching position was
attrition and an additional 1½ teaching positions were eliminated in 2002-2003. On
2002, the District also determined to reduce the hours of work of the nine Teacher Aides for
2002-2003 school year. The two part-time aides least in seniority in the bargaining unit were
laid off and the remaining seven were to be reduced in hours. On March 1, 2002, the
Administrator sent the following letter to each of the aides to be reduced:
. . .
This letter is to confirm that on February
21, 2002 the Athens Board of Education voted to make
reductions in our support staff. This action was not taken easily or lightly, but the school
no choice when facing declining enrollment, revenue caps, and a reduction in state aid
budget repair process.
As a result, for the next year your position will be reduced by
20% in the hours you work.. [sic]
This will mean that your wages will reduce by 20% as will your fringe benefits, including
dental insurance, if you currently have that benefit. As I mentioned at our meeting on
specific hours and days of work and job duties have not yet been determined. I have
building principals to seek out your input on these matters, but the needs or our students will
to take top priority.
Since there is so much uncertainty
concerning health insurance and negotiations on a new
contract have not even begun, we would only be guessing on specific wages and benefits. In
future, and hopefully it will be sooner rather than later, we will be letting you know as best
where you stand as far as wages and benefits are concerned.
Considering how difficult this entire
situation is, I also must ask if anyone might be interested in
a voluntary lay-off or reduction of hours. If you are, please let me know as soon as
Feel free to contact me if you have any
. . .
In August, 2002, the Aides received notices confirming and providing the specifics of
reductions. In order of seniority, full-time Teacher Aides Carol Wagner, Shirley Diethelm
Becker were reduced 6 ¼ hours per week, part-time Aide Judy Morse was reduced
2 ½ hours per
week, part-time Aide Diane Thompson was reduced 4 hours per week and part-time Aides
Literski and Cristi Myers were reduced 2 ½ hours per week. After receiving the
letters, the five most
senior Aides Wagner, Diethelm, Becker, Morse and Thompson filed
grievances with the District
alleging violations of the layoff language in Article VIII. The two least senior Aides
Myers did not grieve the District's action. Subsequently, Wagner's position was
restored to 100%
due to increased Title 1 funding and she withdrew her grievance. The grievances of the
were denied by the District and proceeded through the steps of the grievance procedure to
Additional facts will be referenced, as necessary, in the discussion section of this award.
POSITIONS OF THE PARTIES
The Union asserts that the language of Article VIII is clear and unambiguous.
definitions in standard reference books, layoff means to discharge employees temporarily and
means lowering, shortening, condensing, compressing, cutting down, lessening, diminishing,
down, contracting and shriveling. Thus, over the years, Wisconsin
arbitrators have associated reduction with layoff requiring adherence to the seniority
contracts. Cases on point include Waupun School District (Kerkman, 1979), Oak
Creek-Franklin Joint School District (Rothstein, 1981), Lancaster Community School
WERC Dec. No. 17520-A (Knudson, 1980) and Menasha Board of Education (Mueller,
1981). The contract language thus is clear and unambiguous and should be enforced.
Seniority is an important concept in layoffs and reductions. Article VIII was drafted
protect the most senior employees and it is clear that the District should have laid off the
inverse order of seniority as long as the remaining Aides were qualified to perform the
those laid off. There is no contention that they were not so qualified, therefore Linda
Cristi Myers should have been laid off before more senior Aides were reduced. This was
therefore the Arbitrator should treat the reductions as partial layoffs and reinstate the
Assuming the language is not found to be clear and unambiguous, there is no past
regarding the reduction or layoff of bargaining unit members to assist the Arbitrator. There
however, bargaining history which supports the Union's position. Evidence of pre-contract
negotiations is admissible to interpret the intent of the parties in adopting the language of the
In this case, the language of the Seniority Clause has not changed since it was
adopted. Carol Wagner was on the original bargaining team for the Union and testified to
of the negotiations over the layoff language, as well as providing her bargaining notes. Her
indicates that the intent of the parties was that if hours were reduced the cuts were not to be
among the employees, but layoff was to occur by seniority. The District produced no
from the original bargain and the testimony of Guy Leavitt, who was Administrator at the
indicated poor independent recall of the events 13 years ago.
If the District's action is upheld, it will render the seniority language meaningless and
permit the District to layoff employees in any fashion it desires by simply calling it a
hours. This would be an absurd result. The Board acted as it did for ostensibly valid
reasons, although these were never established. In any event, it had a dual goal of cutting
maintaining enough Aides to do the work. Unfortunately, the method it chose to accomplish
a violation of the contract.
The contract makes it clear that the District should have laid off the Aides in inverse
seniority, which would have resulted in Linda Literski and Cristi Myers. Instead, it reduced
of each of the Aides. What is more, the reductions were not based on seniority, either.
and Myers were reduced by 14.2%, as was Judy Morse, but Shirley Diethelm and Sue
reduced by 16.7% and Diane Thompson was reduced by 17.8%. Assuming the District's
problems were legitimate, it could have looked elsewhere for the savings, laid off the Aides
to contract or, at least, reduced them according to seniority, but it did not. This practice, if
will undercut the seniority
system, which protects the more senior employees. If the District can reduce hours
to seniority, along with its ability to set schedules, it can reduce the senior aides to the point
elimination and thus circumvent the bargaining process.
The Union's claim is without merit. Under arbitral law, management retains the
determine employee schedules, work hours and the number hours to be worked unless
bargained away [cf., Elkouri and Elkouri, How Arbitration Works,
5th Ed., pp. 725-726, 730 (1997);
Labor and Employment Law (Mathew Bender, 1998)., p. 29-2-6]. Numerous
arbitration awards have
also sustained management's rights in this area [cf., O'Neal Steel, Inc., 66 LA 118 (Grooms,
1976); Northcentral Community Service Program Board v. SEIU, Local 150 Workers,
Case No. A/P M-00-40 (Vernon)].
Review of the contract here reveals that the District had authority to reduce the
hours without violating the contract and that Article VIII does not apply. It is well
clear and unambiguous language should be given effect (See: Elkouri, pp. 348-350). Article
prohibits the Arbitrator from modifying or adding to the contract and Article XIV
indicates that the
contract supercedes any prior agreements or past practices. Finally, the contract must be
read as a
The management rights clause vests management with the right: "of all rights of
care, control and management that it has by law;" "to direct all operations of the School
. . . schedule and assign employees in positions with the School System;" "to maintain the
of the School System operations;" "to introduce new or improved methods or facilities;" and
whatever reasonable action is needed to maintain the functions of the School System in
situations that call for immediate action." This is a broad grant of authority not to be
except by a specific limitation in the contract. Management retains its authority unless it
away, which it has not done. Article VIII does not expressly restrict management's
right to reduce
employee work hours and, thus, there has been no violation of contract.
Other provisions support management's position. Article VII, paragraph A, gives the
the right to make changes in the normal workweek or workday. Thus, management has
authority to set employee work hours. There are no provisions guaranteeing a certain
work hours during the week, rather, Article VII gives the Board the right to make those
determinations. Also, Article IV permits management, when justified, to reduce employees'
compensation, which a reduction in hours, if effect, was. Part-time employment is the norm
unit, as the contract makes clear and the District was more than justified in its action, given
financial constraints it was under.
Contrary to the Union's position, Article VIII(B) does not apply to reductions in
but only layoffs. It is only triggered by a reduction in force, which is a reduction in the
employees. In fact, paragraph B specifically refers to laid off employees and recall
rights, which clearly implies separation from employment. Further, it is well
established that a
reduction in hours is not generally considered a layoff (citations omitted). There is no
Article VIII was ever intended to address reductions in hours. If it had been, the parties
so stated, but they didn't.
It would also be unreasonable to adopt the Union's interpretation of the contract. If
District had laid off the Aides in inverse order of seniority, as the Union argues, three Aides
have had to have been laid off according to the Administrator. Such a result would have
students, the teachers and the District as a whole, which the parties could not have intended.
Union's position is, thus, unreasonable and would lead to irrational results.
The Union in Reply
The Union does not dispute management's right to determine work hours and
However, once an employer bargains wages, hours and conditions of employment with a
union, it is
required to bargain the issue of layoffs and partial layoffs, regardless of how they are
Elkouri and Elkouri, How Arbitration Works, 5th Ed., pp. 770
This Arbitrator, in Necedah Area School District, WERC Case 20, No. 58146,
MA-10854 (Emery, 5/11/00), rejected management's interpretation of the work "reduced" in
clause to only refer to reduction in force and held that management could not reduce the
food service workers without reference to the layoff clause. The Arbitrator also found that
reductions need not be imposed entirely on the least senior member of the unit, but could be
through the unit as long as the rules of seniority were observed.
Similarly, in Superior Memorial Hospital, WERC Case 21, No. 50301, A-5165
9/6/94), the arbitrator included reduction in hours within the meaning of the layoff clause.
that decoupling layoff from hours reduction would allow circumvention of the seniority
also noted that a separate "Low Census" provision of the contract, which allowed bumping in
where an employee's hours were reduced beyond a certain extent within a year, signified an
that layoff and hours reduction should be linked. Numerous other cases have supported the
proposition that in Wisconsin, a reduction in hours constitutes a partial layoff subject to
seniority provisions, whereas other cases have held that it is not (citations omitted). The
contrary case on point, Mid-State Technical College, WERC Case 74, No. 56695,
(Jones, 9/22/99), is distinguishable on its facts. In that case, a senior teacher was reduced
certain course offerings were eliminated and tried to bump the hours of less senior teachers,
unqualified to teach the courses she attempted to bump into. Here, the Aides are all
qualified, so the circumstances are different. Thus, Wisconsin law does not require that a
involve total separation from employment.
The District in Reply
The District asserts that the Union's arguments are without merit and are unsupported
record. The Board's authority to reduce work hours is not restricted by Article VIII(B).
management rights clause gives a broad grant of authority over school operations, limited
only by the
express terms of the agreement. No provision of the contract, including Article VIII,
Board's right to determine employee work hours.
The term "layoff" does not incorporate partial layoff and the term "reduction in
hours" is not
synonymous with "reduction in force." Numerous arbitration awards support this proposition
(citations omitted). The weight of authority holds that a layoff involves a reduction in the
or separation from employment, not just a reduction in hours.
The Union has also misread Article VIII(B). Its claim that it encompasses reductions
is unsupported by the contract language. This Arbitrator faced a similar situation in Necedah
School District, WERC Case 20, No. 58146, MA-10854 (Emery, 5/11/00). In that case, the
Arbitrator concluded that the word "reduced" in the layoff language included a reduction in
based on the contract language and a reference to a reduction in hours elsewhere in the
Here, the language does not refer to a reduction in hours or otherwise suggest that it means
something other than a reduction in force. In fact, paragraph (D) specifically refers to
a desire to
return to work, implying a separation from employment.
Also, words should, when possible, be given their usually and ordinary effect.
Nothing in the
contract suggests that the term "layoff" should be read otherwise than according to its
definition. Major reference works agree that the ordinary meaning of the word "layoff" is a
temporary or permanent separation from employment. The word "reducing," as used in
refers to a reduction in force, not a reduction in hours, as suggested by the Union. The
letter sent to
Grievants by the Administrator refers to a reduction in hours, not a partial layoff, and, thus,
apply to Article VIII.
The case law cited by the Union also fails to support its position that arbitration law
Wisconsin has adopted a more expansive meaning of the term "layoff," which automatically
incorporates reductions in hours. Each of the cases cited by the Union is not on point for a
of reasons. Blackhawk School District was a case where a teacher was reduced to part-time
status ahead of less senior teachers, but there was no layoff by seniority clause in the
Auburndale School District was a case where a teacher was reduced in workload in spite of a
layoff by seniority provision and the arbitrator expressly found no violation as the term
layoff did not
encompass a reduction in hours. Waupun School District was also a teacher reduction of
workload case where the board of arbitrators again held that under standard layoff language a
reduction in hours did not constitute a layoff subject to the layoff provisions of the contract.
Creek School District also involved reduction of a teacher to part-time. There, the arbitrator
that the term "layoff," as used in the contract, did not include a reduction in hours, but that
practice of the parties indicated such an intent. There is no such past practice here.
District was a prohibited practice case, not a grievance arbitration, involving teacher
wherein the examiner did not consider the question of whether the layoff provision applied to
reduction of work hours. Finally, the arbitrator in Menasha Board of Education did hold a
reduction in hours to two teachers to be covered by the layoff provision, but the case was
the language of that contract, which dealt with eliminating positions. As can be seen, none
cases has applicability here.
The Union's argument regarding bargaining history is, likewise, incredible and
in the record. In the first place, contract language, specifically Articles II, III(D)(5) and
the reference to bargaining history in interpreting the contract. Also, Union Exhibits 2 and
purport to be bargaining notes of Carol Wagner are suspect, in that they were produced very
the grievance process and the originals only subsequent to the hearing. The originals suggest
notes were of items to be discussed at a future meeting, rather than matters which had
up in negotiations. Further, Ms. Wagner testified that the provision protecting against
hours was a Union proposal. Nevertheless, clear language to that effect did not get inserted
contract. Under the rule of contra proferentum, therefore, the provision
should be construed against
the proponent, which was the Union. Also, Ms. Wagner's reinstatement had nothing to do
seniority, as the Union suggests, but was purely because she was the Title 1 Aide and
in to preserve her position. Finally, Guy Leavitt, who was the Administrator when the
bargained testified to having no recollection of the issue of reduction in hours having been
According to him, any such agreement would have resulted in specific language being added
contract. Mr. Leavitt's testimony is, moreover, more credible than Ms. Wagner's because
recollection was better and he had no personal stake in the outcome of the case.
Finally, there is no merit to the claim that a decision in favor of the District will
result in bad
faith reductions among the senior Aides. The District did not act in bad faith in reducing the
in this instance, but had legitimate business reasons for its actions. Further, there is always
that an employer will exercise its management rights in bad faith, but that is not a
restricting them. Rather, if such did occur, the Union could grieve the action and would
recourse through the arbitration process. If the Union wants to amend the language of
VIII(B), the proper place to do so is at the bargaining table, not in an arbitration proceeding.
In the first instance, the question is whether the terms "layoff" and "reduction," as
Article VIII of the contract, are clear and unambiguous. Interestingly, both parties assert
terms are clear and unambiguous, but disagree as to what they mean. The
Union maintains that the
terms clearly encompass a reduction in hours, whereas the District argues that they do not.
this diversity of opinion might suggest that the terms are, in fact, ambiguous, I do not find
The District argues that terms should, where possible, be given their plain and
meaning and I am persuaded that this is so. Thus layoff, as the authorities cited by both
generally refers to a separation from employment and that is the meaning it attribute to it
here. I do
so because there is nothing elsewhere in the contract to suggest a broader meaning was
The Union suggests that this Arbitrator's decision in Necedah Area School District, WERC
20, No. 58146, MA-10854 (Emery, 5/11/00) supports an interpretation of the term which
incorporates reductions in hours, sometimes referred to as partial layoff, but I find that case
distinguishable on its facts. In Necedah, the contract language specifically referred to
hours, whereas here the language addresses reductions in force. Further, the term reduction
used as it is in connection with layoff and recall provisions, clearly refers to separation from
employment, rather than reduced hours.
I also distinguish Superior Memorial Hospital, WERC Case 21, No. 50301, A-5165
(Shaw, 9/6/94). In that case, the arbitrator did interpret layoff to include reduction in hours,
though the contract did not so specifically provide. His determination was based on the fact
other contract language required the layoff of part-time employees before full-time
theoretically, if layoff did not include reductions in hours, a full-time employee could be
part-time and then be completely laid off before less senior employees without reference to
seniority protections in the layoff clause. Here, there is no such provision requiring
employees to be laid off first. Therefore, I agree with Arbitrator Shaw that whether the
layoff includes a reduction in hours requires reading it in the context of the contract as a
reach a different conclusion based on the language in place here. Thus, I do not find the
of the Grievants' hours by the District to be covered by the layoff provision of Article VIII,
I am mindful of the potential threat to seniority posed by the possible reduction of the
of more senior employees. I am also mindful that some of the authorities cited by the Union
a reduction in hours to be encompassed in the concept of layoff specifically because of the
seniority that would otherwise exist. In this instance, however, I do not perceive such a
because the contract itself contains language which guards against just such a possibility.
Article VIII, Section A, seniority is accrued according to the number of hours worked per
Thus, employees working 1,950 hours per year or more accrue a full year of seniority for
worked. Part-time employees accrue seniority on a pro rata basis. Where accrual of
seniority is a
function of actual hours worked, any reduction in an employee's hours affects their accrual
seniority and may over time cause them to lose seniority to a less senior employee whose
not reduced. This would be inherently unfair. In order to maintain the status
quo among employees
with respect to accrual of seniority, therefore, Article VIII, Section A, must be read as a
on management's ability to reduce employees' hours. Thus, as I interpret Article VIII,
senior employees may not have their hours reduced to a level below those employees junior
Otherwise, if management could adjust any employee's hours at will, a senior employee
reduced to a number of hours below a less senior employee and thereby over time lose his or
position of seniority. 1/
1/ Under this language, it is possible that a senior
employee could lose seniority anyway if a junior employee
works more hours (e.g., a full-time junior employee could, over time, overtake a part-time
senior employee and
surpass them in seniority). Typically, however, the senior employee would have had a
chance under the language
of Article IX to post for the position offering more hours before it was offered to a junior
employee or posted
externally. Thus, the situation would only arise if the senior employee opted to work fewer
hours. Where such
a situation occurs as a result of the employee's choice, there would be no
In this case, the two most senior aides to be reduced, Shirley Diethelm and Sue
each reduced 6 ¼ hours per week from 37 ½ to 31 ¼. The next employee
in seniority, Judy Morse,
was reduced a total of 2 ½ hours per week from 17 ½ to 15. The next employee,
was reduced 4 hours per week from 22 ½ to 18 ½. 2/ Finally, the least senior
Literski and Cristi Myers, were reduced 2 ½ hours per day from 17 ½ to
15. Thus, while the hours
reduction varied among the employees and the most senior employees, in fact, experienced
greatest reduction in actual hours, their relative positions with respect to accrual of seniority
maintained. Thus, I find that the reductions imposed by the District did not violate the
2/ Prior to the reductions, Diane Thompson was
more hours than Judy Morse, even though she
was less senior. The record does not reveal why this was the case. Thus, although
Thompson had more hours than
Morse after the reductions, their relative positions did not change.
For the foregoing reasons, and based upon the record as a whole, I issue the
Because the Grievants maintained their respective positions with respect to accrual of
seniority, the District did not violate Article VIII of the collective bargaining agreement by
their work hours. The grievance is denied and dismissed in its entirety.
Dated at Fond du Lac, Wisconsin, this 9th day of October, 2003.
John R. Emery, Arbitrator