The Boeing Company v. Southwest Airlines Pilots Association (Swapa) on Behalf of Itself and Its Members

Supreme Court of Texas
══════════
No. 22-0631
══════════

The Boeing Company,
Petitioner,

v.

Southwest Airlines Pilots Association (SWAPA) on behalf of itself
and its members,
Respondent

═══════════════════════════════════════
On Petition for Review from the
Court of Appeals for the Fifth District of Texas
═══════════════════════════════════════

Argued March 19, 2025

JUSTICE BOYD delivered the opinion of the Court, in which Chief
Justice Blacklock, Justice Lehrmann, Justice Devine, Justice Busby,
Justice Young, and Justice Sullivan joined.

JUSTICE BLAND filed an opinion dissenting in part, in which
Justice Huddle joined.

Originally introduced in the mid-1960s, The Boeing Company’s
737 model of jetliners has become the best-selling aircraft in aviation
history.1 In 2011, Boeing introduced its latest variant, the “737 MAX.”
Boeing presented the MAX as being more fuel-efficient than the
previous 737 models but similar enough that pilots could fly it with no
additional training. In October 2018 and March 2019, however, two
MAXs crashed in Indonesia and Ethiopia, killing all 346 people on the
two planes. Both crashes reportedly resulted, at least in part, from a
new flight-stabilizing feature2 on which the pilots had not been trained.
After the second crash, the Federal Aviation Administration grounded
the MAX.
Not long before the crashes, the Southwest Airlines Pilots
Association (SWAPA) agreed on its members’ behalf that they would fly
MAX aircrafts that Southwest had recently purchased. After the MAX
was grounded, SWAPA sued Boeing on behalf of itself and its members,
asserting that Boeing interfered with SWAPA’s business relationship
with Southwest and fraudulently induced the pilots to agree to fly the
MAX. Boeing argued that the federal Railway Labor Act preempts the

1 THE BOEING 737 TECHNICAL SITE, History, Development & Variants of

the Boeing 737, http://www.b737.org.uk/history.htm; see Kristen Stephenson,
Boeing celebrates its 10,000th 737 aircraft with a new record, GUINNESS WORLD
RECORDS (Mar. 20, 2018), https://www.guinnessworldrecords.com/news/
commercial/2018/3/boeing-celebrates-its-10-000th-737-aircraft-with-a-new-
record-518888.
2 Reportedly, Boeing implemented the Maneuvering Characteristics
Augmentation System (MCAS) to account for the 737 MAX’s larger engine,
which sits more forward on the wing than in earlier 737 variants. See Dominic
Gates, Flawed analysis, failed oversight: How Boeing, FAA certified the suspect
737 MAX flight control system, SEATTLE TIMES (Mar. 17, 2019),
https://www.seattletimes.com/business/boeing-aerospace/failed-certification-
faa-missed-safety-issues-in-the-737-max-system-implicated-in-the-lion-air-
crash/.

2
claims and, in any event, SWAPA lacks standing to assert the claims on
its members’ behalf. We conclude that the Act does not preempt the
claims and that SWAPA has standing to assert the claims of its
members who assigned their claims to SWAPA. We do not address
whether those individual claims can or must be joined, consolidated,
severed, or set for separate trials, as those issues are not currently
before us. We affirm the court of appeals’ judgment and remand the case
to the trial court.
I.
Background
SWAPA is a nonprofit labor organization and employee
association that represents roughly 11,000 Southwest pilots and
negotiates collective bargaining agreements (CBAs) on their behalf.3
When Boeing launched the 737 MAX in 2011, Southwest and SWAPA
were operating under a CBA they had negotiated and agreed to in 2006.
The 2006 CBA listed the types of aircrafts SWAPA pilots would fly, but
the list naturally did not explicitly include the yet-to-be-introduced
MAX. After Boeing introduced the MAX in 2011, Southwest purchased
150 of the planes, apparently believing the 2006 CBA’s list was broad
enough to include the new MAX. SWAPA disagreed, and its pilots
refused to fly the new planes.
By its terms, the 2006 CBA became “amendable”—that is, “open
for further negotiation”—in 2012. See Atlas Air, Inc. v. Int’l Bhd. of
Teamsters, 943 F.3d 568, 573 (2d Cir. 2019). A CBA “hardly ever
expires.” In re Nw. Airlines Corp., 483 F.3d 160, 167 (2d Cir. 2007).

3 SWAPA, About Us, https://www.swapa.org/about-us/.

3
Instead, once a CBA becomes amendable, the Railway Labor Act
requires the parties to renegotiate their agreement and to “maintain the
status quo” until they agree to a new CBA. Id. (quoting Consol. Rail
Corp. v. Ry. Lab. Execs.’ Ass’n, 491 U.S. 299, 302 (1989)).4 Southwest
and SWAPA opened negotiations when their 2006 CBA became
amendable in 2012, but their disputes over whether the status quo
under the 2006 CBA required them to fly the MAX and whether the new
CBA would require them to fly it dragged on for years, quite publicly.5
In 2016, SWAPA sued Southwest in federal court, asserting that
the status quo under the 2006 CBA did not require the pilots to fly the
MAX.6 SWAPA alleges that Boeing inserted itself into SWAPA’s
settlement negotiations with Southwest and falsely assured SWAPA
that the MAX was “essentially a more fuel efficient” version of the 737
variant they were then flying and that pilots could fly the MAX without
additional training. SWAPA alleges that it relied on Boeing’s
misrepresentations when it agreed to a new CBA in 2016, which
explicitly required the pilots to fly the MAX. After agreeing to the 2016

4 See generally Detroit & Toledo Shore Line R.R. v. United Transp.
Union, 396 U.S. 142, 152 (1969) (discussing the Act’s provisions that form an
“integrated, harmonious scheme for preserving the status quo” pending
completion of negotiations and resolution of disputes).
5 See, e.g., Mary Schlangenstein, Southwest pilots sue carrier to block

flying of Boeing’s Max, CHI. TRIBUNE (June 12, 2018),
https://www.chicagotribune.com/2016/05/16/southwest-pilots-sue-carrier-to-
block-flying-of-boeings-max/ (noting pilots “picketing at airports”).
6 See Plaintiffs’ First Amended Complaint for Damages & Jury Demand,

Sw. Airlines Pilots Ass’n v. Sw. Airlines Co., No. 3:16-cv-01346-O (N.D. Tex.
May 19, 2016), ECF No. 6.

4
CBA, SWAPA dismissed its federal suit against Southwest,7 and
Southwest put its first MAX into service in August 2017. After the
crashes in 2018 and 2019 and the subsequent grounding of the MAX,
Southwest cancelled hundreds of flights and the SWAPA pilots were left
without planes to fly.8
SWAPA then filed this suit against Boeing in state court,
asserting state-law claims for fraudulent and negligent
misrepresentation, tortious interference with SWAPA’s contractual
rights and business relationship with Southwest, negligence, and fraud
by non-disclosure. SWAPA sought damages both on its own behalf (for
loss of membership dues and for legal fees) and on behalf of its individual
members (for lost wages). Boeing removed the case to federal court,
arguing that the Railway Labor Act “completely preempts”9 SWAPA’s

7 See Joint Stipulation of Dismissal, Sw. Airlines Pilots Ass’n v. Sw.

Airlines Co., No. 3:16-cv-01346-O (N.D. Tex. Nov. 11, 2016), ECF No. 29.
8 See Chris Isidore, The 737 Max grounding cost Southwest $828 million

in 2019, CNN (Jan. 23, 2020), https://www.cnn.com/2020/01/23/business/
southwest-american-airlines- earnings/.
9 The “complete preemption” doctrine authorizes removal of a state-law

claim from state court to federal court if a federal statute “completely
preempts” the state-law claim. Caterpillar Inc. v. Williams, 482 U.S. 386, 393
(1987); see also Horton v. Kan. City S. Ry. Co., 692 S.W.3d 112, 124 n.4 (Tex.
2024) (“Under the ‘complete preemption doctrine,’ a state-law claim arises
under federal law and can be removed to federal court if a federal statute
wholly displaces the state-law claim.” (citing Beneficial Nat’l Bank v.
Anderson, 539 U.S. 1, 8 (2003))). Complete preemption exists when “the
pre-emptive force of a [federal] statute is so ‘extraordinary’ that it ‘converts an
ordinary state common-law complaint into one stating a federal claim for
purposes of the well-pleaded complaint rule.’” Caterpillar, 482 U.S. at 393
(quoting Metro. Life Ins. Co. v. Taylor, 481 U.S. 58, 64 (1987)). Although a
state-law claim “may not be removed to federal court on the basis of a federal

5
state-law claims because the claims require interpretation of the CBAs
between Southwest and SWAPA. The federal district court disagreed
and remanded the case to state court, holding that, although the
resolution of SWAPA’s claims “will require interpretation of the CBA,”
the Act does not wholly displace state-law claims and thus does not
support complete preemption. Sw. Airlines Pilots Ass’n v. Boeing Co.,
613 F. Supp. 3d 975, 982 (N.D. Tex. 2020).
Back in state court, Boeing filed a plea to the jurisdiction arguing
that (1) the Railway Labor Act preempts SWAPA’s claims and
(2) SWAPA lacks “associational standing”10 to pursue the claims on the
individual pilots’ behalf. In response to Boeing’s standing challenge,
8,794 of SWAPA’s members executed documents assigning their claims
against Boeing to SWAPA, and SWAPA filed the assignments with the
court. Boeing then amended its plea to argue that the assignments are
void as against public policy because they attempt to circumvent Texas
law’s associational-standing and class-action requirements. The trial

defense, including the defense of [ordinary] pre-emption,” a claim based on a
“completely pre-empted” state law “is considered, from its inception, a federal
claim, and therefore arises under federal law” and is removable to federal
court. Id.
10 We have held that “an association has standing to sue on behalf of its

members when ‘(a) its members would otherwise have standing to sue in their
own right; (b) the interests it seeks to protect are germane to the organization’s
purpose; and (c) neither the claim asserted nor the relief requested requires
the participation of individual members in the lawsuit.’” Tex. Ass’n of Bus. v.
Tex. Air Control Bd., 852 S.W.2d 440, 447 (Tex. 1993) (quoting Hunt v. Wash.
State Apple Advert. Comm’n, 432 U.S. 333, 343 (1977)). The Texas Legislature
has codified this holding, permitting a “nonprofit association” to “assert a claim
in its name on behalf of [its] members” when these elements are met. See TEX.
BUS. ORGS. CODE § 252.007(b).

6
court granted the plea without explanation and dismissed SWAPA’s
claims with prejudice.
SWAPA filed a post-judgment motion requesting that the court
modify the judgment to dismiss its claims without prejudice so it could
pursue the same claims in its capacity as assignee of the 8,794 pilots in
a separate suit, which it filed in the same trial court.11 The trial court
denied the motion, and SWAPA appealed.
The court of appeals affirmed in part and reversed in part. 704
S.W.3d 832, 845 (Tex. App.—Dallas 2022). It held that (1) the Railway
Labor Act does not preempt SWAPA’s claims, (2) SWAPA lacks
associational standing to pursue the claims on its members’ behalf,
(3) SWAPA has standing to assert the claims on its own behalf, and
(4) the assignments are not void but do not retroactively give SWAPA
standing to assert its members’ claims in this suit.12 Based on these
holdings, the court affirmed the portion of the trial court’s judgment that
dismissed the claims SWAPA asserted on its members’ behalf but
modified that portion of the judgment to dismiss those claims without
prejudice, reversed the portion of the judgment dismissing the claims
SWAPA asserted on its own behalf, and remanded the case to the trial

11 After denying SWAPA’s motion to modify the judgment in this suit,

the trial court dismissed the second suit on res judicata grounds. SWAPA
appealed, and the court of appeals reversed, concluding that “SWAPA’s
petition provides no factual allegations supporting Boeing’s res judicata
defense.” See Sw. Airlines Pilots Ass’n. v. Boeing Co., No. 05-21-00598-CV, 2022
WL 16735379, at *1, *8 (Tex. App.—Dallas Nov. 7, 2022). Boeing filed a
petition for review of that judgment in this Court, which we deny today.
12 See Tex. Ass’n of Bus., 852 S.W.2d at 446 n.9 (“Standing is determined

at the time suit is filed in the trial court.”).

7
court. Id. at 848–49. Boeing petitioned for review, arguing that the Act
preempts SWAPA’s claims and that the trial court properly dismissed
SWAPA’s claims on behalf of the pilots with prejudice because the
assignments are void.13 We granted Boeing’s petition for review.14
II.
Preemption under the Railway Labor Act
Boeing argues that the court of appeals erred by holding that the
Railway Labor Act does not preempt SWAPA’s state-law claims. We
agree with the court of appeals, but for a different reason.
Under the federal Constitution’s Supremacy Clause, see U.S.
CONST. art. VI, cl. 2, federal statutes may expressly or impliedly
preempt state laws “and render them ineffective.” Horton, 692 S.W.3d
at 120. “Whether federal law pre-empts a state law establishing a cause
of action is a question of congressional intent.” Hawaiian Airlines, Inc.
v. Norris, 512 U.S. 246, 252 (1994). To determine whether a federal
statute preempts a state-law claim, we must “focus first on the statutory
language, ‘which necessarily contains the best evidence of Congress’
pre-emptive intent.’” Dan’s City Used Cars, Inc. v. Pelkey, 569 U.S. 251,
260 (2013) (quoting CSX Transp., Inc. v. Easterwood, 507 U.S. 658, 664
(1993)). Boeing argues that the Railway Labor Act expressly preempts
SWAPA’s state-law claims because the resolution of those claims
requires interpretation of the parties’ 2006 and 2016 CBAs. We disagree.

13 Boeing does not appeal the portion of the court of appeals’ judgment

remanding the case for further proceedings on the claims SWAPA asserts on
its own behalf.
14 We originally denied Boeing’s petition for review but later granted it

on rehearing.

8
Congress passed the Railway Labor Act in 1926 “to encourage
collective bargaining by railroads and their employees in order to
prevent, if possible, wasteful strikes and interruptions of interstate
commerce.” Detroit & Toledo, 396 U.S. at 148. The Act seeks to “promote
stability in labor-management relations by providing a comprehensive
framework for resolving labor disputes” by, among other things,
establishing “a mandatory arbitral mechanism for ‘the prompt and
orderly settlement’” of both “major” and “minor” disputes15 between
railroad carriers and their employees. Norris, 512 U.S. at 252.16 The Act
grants a carrier’s employees the right to “organize and bargain

15 “Major” disputes relate to the “formation” of CBAs “or efforts to secure

them,” while “minor” disputes involve employee grievances and “the
interpretation or application of [CBAs].” Norris, 512 U.S. at 252–53 (quoting
45 U.S.C. § 151a). In other words, “major disputes seek to create contractual
rights, minor disputes to enforce them.” Id. at 253 (quoting Consol. Rail Corp.,
491 U.S. at 302).
16 See also Burlington N. R.R. v. Bd. of Maint. of Way Employes, 481

U.S. 429, 451 (1987) (“[T]he primary goal of the [Railway Labor Act] is to settle
strikes and avoid interruptions to commerce.”). The Act’s express purposes are:
(1) To avoid any interruption to commerce or to the operation of
any carrier engaged therein; (2) to forbid any limitation upon
freedom of association among employees or any denial, as a
condition of employment or otherwise, of the right of employees
to join a labor organization; (3) to provide for the complete
independence of carriers and of employees in the matter of
self-organization to carry out the purposes of this chapter; (4) to
provide for the prompt and orderly settlement of all disputes
concerning rates of pay, rules, or working conditions; (5) to
provide for the prompt and orderly settlement of all disputes
growing out of grievances or out of the interpretation or
application of agreements covering rates of pay, rules, or
working conditions.
45 U.S.C. § 151a.

9
collectively” with their employers, 45 U.S.C. § 152 Fourth, but requires
that all minor disputes be resolved through arbitration before an
“adjustment board,” id. § 153 First (i).17 The U.S. Supreme Court has
held that, because the Act requires that minor disputes be resolved
through arbitration, and because minor disputes are those that involve
“the interpretation or application of existing labor agreements,” the Act
preempts a state-law claim if its resolution “depends on an
interpretation of [a] CBA.” Norris, 512 U.S. at 256, 261.
In this sense, the Supreme Court has construed the Act’s
preemptive effect to be “virtually identical” to that of the federal Labor
Management Relations Act. See id. at 260–63 (citing Lingle v. Norge Div.
of Magic Chef, Inc., 486 U.S. 399, 413 (1988) (construing the Labor
Management Relations Act to preempt claims that require
interpretation of a CBA)). Both Acts, the Court has held, preempt
state-law claims that require interpretation of a CBA because the
“possibility that individual contract terms might have different
meanings under state and federal law would inevitably exert a
disruptive influence upon both the negotiation and administration of
collective agreements.” Loc. 174, Teamsters v. Lucas Flour Co., 369 U.S.
95, 103 (1962). The Acts thus preempt such state-law claims to avoid
“inconsistent results” in the interpretation of CBAs and thereby promote
“uniform” labor-law principles throughout the country. Lingle, 486 U.S.
at 406; see Int’l Ass’n of Machinists v. Cent. Airlines, Inc., 372 U.S. 682,

17 See Norris, 512 U.S. at 253 (“[Minor disputes] must be resolved only

through the [Railway Labor Act] mechanisms, including the carrier’s internal
dispute-resolution processes and an adjustment board established by the
employer and the unions.”).

10
691–92 (1963) (“The needs of the subject matter manifestly call for
uniformity.”).
SWAPA argues, however, that the Railway Labor Act does not
preempt its claims because they do not depend on the interpretation of
any CBA.18 We agree. The Act “says nothing about the substantive

18 SWAPA also argues that the Act does not preempt its claims because

the Act—including its preemptive provisions—applies only to disputes
between a carrier and its employees, not to disputes between a union like
SWAPA and a third party like Boeing. The court of appeals agreed with this
argument, 704 S.W.3d at 852–53, and the Act’s text provides some support for
its conclusion. See 45 U.S.C. § 181 (stating that the Act’s provisions, including
the preemption provisions, “are extended to and shall cover every common
carrier by air . . . and every . . . person who performs any work as an employee
or subordinate official of such carrier or carriers” (emphases added)); see also
id. §§ 184 (requiring that all minor “disputes between an employee or group of
employees and a carrier or carriers by air” be resolved through arbitration by
an adjustment board” (emphasis added)), 185 (providing for a “permanent
national board of adjustment in order to provide for the prompt and orderly
settlement of disputes between said carriers by air, or any of them, and its or
their employees” (emphasis added))).
But the vast majority of courts that have addressed the issue have
concluded that the Act preempts all state-law claims that require
interpretation of a CBA between air carriers and their employees, even if the
dispute involves only one or neither of them. See, e.g., Healy v. Metro. Pier &
Exposition Auth., 804 F.3d 836, 841–42 (7th Cir. 2015) (holding Labor
Management Relations Act preempted employees’ tortious-interference claims
against third party because resolution of the claims required interpretation of
the relevant CBA); Anderson v. Aset Corp., 416 F.3d 170, 171–72 (2d Cir. 2005)
(same); Kaufman v. Allied Pilots Ass’n, 274 F.3d 197, 200 (5th Cir. 2001)
(holding Railway Labor Act preempted airline customers’ claims against
employees’ union for damages resulting from “work slowdown” in violation of
court order); Kimbro v. Pepsico, Inc., 215 F.3d 723, 727 (7th Cir. 2000) (holding
Labor Management Relations Act preempted state-law tortious-interference
claims against third parties because claims required interpretation of CBA);
Int’l Union, United Mine Workers of Am. v. Covenant Coal Corp., 977 F.2d 895,
896–97 (4th Cir. 1992) (same); Bhd. Ry. Carmen v. Mo. Pac. R.R., 944 F.2d
1422, 1429–30 (8th Cir. 1991) (holding Railway Labor Act preempted union’s

11
rights a State may provide to workers when adjudication of those rights
does not depend upon the interpretation of [a CBA].” Lingle, 486 U.S. at
409. As a result, “not every dispute concerning employment, or
tangentially involving a provision of a collective-bargaining agreement,
is pre-empted.” Allis-Chalmers Corp. v. Lueck, 471 U.S. 202, 211 (1985).
Under the Supreme Court’s precedent, a state-law claim is not
preempted if it can be resolved “independent of any negotiated labor
agreement,” such that the CBA is not the “only source” of the right the
claimant asserts. Norris, 512 U.S. at 256, 258. Instead, preemption
applies only “when resolution of a state-law claim is substantially
dependent upon analysis of the terms of” a CBA. Lueck, 471 U.S. at 220.

tortious-interference claims against third party because resolution required
interpretation of CBA); Baylis v. Marriott Corp., 906 F.2d 874, 877 (2d Cir.
1990) (holding Railway Labor Act preempted airline employees’ claims against
third party for tortious inducement of breach of their CBA because resolution
required interpretation of CBA). Relying on these decisions, Boeing contends
that the Act preempts all such claims, even if the adjustment boards—which
can resolve disputes only between carriers and employees—lack jurisdiction to
resolve the claims and, as a result, the claimant is left with no legal remedy at
all. See Kimbro, 215 F.3d at 726–27 (discussing “remedial gap” that results
when Labor Management Relations Act preempts state-law claim and provides
no remedy through a federal claim); Sears v. Newkirk, No. 2:09-CV-241, 2010
WL 3522578, at *5–6 (N.D. Ind. Sept. 2, 2010) (concluding that a “remedial
gap” resulting in the “loss of a remedy” due to preemption under the Railway
Labor Act “isn’t enough to overcome preemption and dismissal”). This result,
Boeing contends, is necessary to eliminate the risk that allowing various state
courts to construe the same CBA would cause the very “uncertainty and
instability that the [Railway Labor Act] was meant to avoid.”
We need not resolve this issue to decide this case, however, because we
do not agree that the resolution of SWAPA’s state-law claims against Boeing
requires interpretation of the parties’ CBA.

12
Boeing argues that the resolution of SWAPA’s claims necessarily
depends on the meaning of the 2006 and 2016 CBAs. According to
Boeing, SWAPA cannot prevail on its claims unless the court determines
what the pilots’ CBA obligations were and are and particularly whether
the 2006 CBA required them to fly the MAX before they explicitly agreed
to fly it in the 2016 CBA. We disagree.
To determine whether the resolution of a state-law claim requires
interpretation of a CBA, the Supreme Court has considered the proof
required to establish the claim’s elements. Lingle, 486 U.S. at 407. Here,
SWAPA asserts claims for fraudulent and negligent misrepresentation19
and for tortious interference with SWAPA’s business relationship with
Southwest.20 SWAPA’s overarching complaint is that Boeing made

19 The elements of a fraudulent misrepresentation claim are (1) a
material misrepresentation, (2) which was either known to be false when made
or was asserted without knowledge of its truth, (3) which was intended to be
acted upon, (4) which was in fact relied upon, and (5) which caused injury.
Formosa Plastics Corp. USA v. Presidio Eng’rs & Contractors, Inc., 960 S.W.2d
41, 47–48 (Tex. 1998) (citing Sears, Roebuck & Co. v. Meadows, 877 S.W.2d
281, 282 (Tex. 1994); DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 688 (Tex.
1990)). The elements of negligent misrepresentation are (1) a representation
made by the defendant in the course of its business or in a transaction in which
it has a pecuniary interest that (2) conveyed “false information” for the
guidance of others in their business, (3) was made without reasonable care or
competence in obtaining or communicating the information, (4) was relied
upon by the plaintiff, and (5) caused pecuniary loss. JPMorgan Chase Bank,
N.A. v. Orca Assets G.P., 546 S.W.3d 648, 653–54 (Tex. 2018).
20 Texas law recognizes two types of tortious-interference claims: “one

based on interference with an existing contract and one based on interference
with a prospective business relationship.” El Paso Healthcare Sys., Ltd. v.
Murphy, 518 S.W.3d 412, 421 (Tex. 2017). SWAPA disavows any claim for
tortious interference with the then-existing 2006 CBA and instead asserts only
that Boeing tortiously interfered with SWAPA’s prospective relationship as
detailed in the 2016 CBA. That claim requires proof that (1) there was a

13
misrepresentations about the MAX with the intent to induce SWAPA
and the pilots to agree in the 2016 CBA to fly the MAX. SWAPA does
not dispute that it agreed in the 2016 CBA to fly the MAX, and Boeing
has identified no other provisions of the 2016 CBA that a court would
have to interpret to resolve SWAPA’s claims.
Boeing argues, however, that the courts must interpret the 2006
CBA to resolve SWAPA’s claims because SWAPA cannot establish that
any misrepresentation caused SWAPA to suffer losses if the 2006 CBA
already required the pilots to fly the MAX. But SWAPA pilots never flew
the MAX under the 2006 CBA. Instead, they steadfastly insisted that
the 2006 CBA did not permit Southwest to require them to fly the MAX,
and they sued Southwest to enforce that position. More importantly, as
noted, the 2006 CBA became amendable in 2012, and the Act required
the parties to begin negotiating for a new CBA at that time. SWAPA
contends that regardless of whether the 2006 CBA required the pilots to
fly the MAX, it would not have agreed to fly the MAX in the 2016 CBA
but for Boeing’s misrepresentations. In other words, even if the 2006
CBA required the pilots to fly the MAX, SWAPA had no obligation to
agree to fly it in the 2016 CBA, and SWAPA asserts that it would not
have agreed to fly the MAX in the 2016 CBA but for Boeing’s alleged

reasonable probability that SWAPA would have entered into a new CBA with
Southwest, (2) Boeing either acted with a conscious desire to prevent the
relationship from occurring or knew the interference was certain or
substantially certain to occur as a result of the conduct, (3) Boeing’s conduct
was independently tortious or unlawful, (4) the interference proximately
caused SWAPA injury, and (5) SWAPA suffered actual damage or loss as a
result. Coinmach Corp. v. Aspenwood Apartment Corp., 417 S.W.3d 909, 923
(Tex. 2013).

14
misrepresentations. In light of these assertions, we conclude that the
resolution of SWAPA’s claims is not “substantially dependent upon
analysis of the terms of” the 2006 CBA. Lueck, 471 U.S. at 220. Because
the 2006 CBA is not the “only source” of the right SWAPA asserts and
SWAPA’s claims can be resolved “independent of” that agreement, we
conclude that resolution of SWAPA’s claims does not require
interpretation of the 2006 CBA. Norris, 512 U.S. at 256, 258.
We need not and do not decide here whether SWAPA’s
contentions are true. We explicitly do not decide whether SWAPA can
establish that Boeing made misrepresentations or that the alleged
misrepresentations in fact induced SWAPA or the pilots to agree in the
2016 CBA to fly the MAX and thereby caused SWAPA and the pilots to
incur financial losses. Those are factual issues regarding SWAPA’s and
its members’ mindsets and motives that are yet to be decided. But such
“purely factual questions” do not “requir[e] a court to interpret any term
of a collective-bargaining agreement.” Lingle, 486 U.S. at 407. “[E]ven if
dispute resolution pursuant to a collective-bargaining agreement, on the
one hand, and state law, on the other, would require addressing
precisely the same set of facts, as long as the state-law claim can be
resolved without interpreting the agreement itself, the claim is
‘independent’ of the agreement for . . . pre-emption purposes.” Id. at
409–10.
Boeing notes, however, that the federal court to which it
attempted to remove this case has already ruled that SWAPA’s claims
“require interpretation of the CBA.” See Sw. Airlines Pilots Ass’n, 613 F.
Supp. 3d at 982. We are not bound by this statement. The federal court

15
itself explained—and expressly noted that both parties agreed—that
whether it would have to interpret the CBA to resolve SWAPA’s claims
was irrelevant to its conclusion that it lacked removal jurisdiction under
the complete-preemption doctrine. Id. at 981. Its decision to remand the
case for lack of removal jurisdiction was based on its conclusion that the
Railway Labor Act does not “completely preempt” any state law;
whether the claims require interpretation of the CBA was wholly
irrelevant to that decision. Id.
Because the resolution of SWAPA’s claims against Boeing is not
“substantially dependent” upon an interpretation of either of the parties’
CBAs, we conclude that the Railway Labor Act does not preempt
SWAPA’s claims.
III.
Assignments
In its second issue, Boeing argues that the court of appeals erred
by modifying the trial court’s judgment to dismiss SWAPA’s
representative claims without prejudice.21 As explained, the court of

21 In a short section of its response brief, SWAPA argues that it has

associational standing to assert its members’ claims in addition to standing
based on the assignments. But SWAPA did not file a petition for review to
challenge the court of appeals’ judgment affirming the trial court’s dismissal
of the claims SWAPA asserted on its members’ behalf. To the contrary, SWAPA
asserted in its response to Boeing’s petition for review that the statutory
elements for associational standing are irrelevant here because “SWAPA[ is]
not suing as a representative” of its members and instead is asserting only “its
own claim, along with those of its pilot members as their assignee.”
“A party who seeks to alter the court of appeals’ judgment must file a
petition for review.” TEX. R. APP. P. 53.1. SWAPA’s argument that it has
associational standing is not merely “an alternative basis to support [the court
of appeals’] judgment.” Dall./Fort Worth Int’l Airport Bd. v. Vizant Techs.,

16
appeals held that SWAPA lacks associational standing but concluded
that its claims should be dismissed without prejudice because SWAPA
has standing to assert the claims of its members who assigned their
claims to SWAPA in another lawsuit. 704 S.W.3d at 848. Boeing
challenges this aspect of the court’s judgment, arguing that the
members’ assignments are void as against public policy.22 We disagree.

LLC, 576 S.W.3d 362, 366 n.9 (Tex. 2019); see also Ineos USA, LLC v. Elmgren,
505 S.W.3d 555, 566 n.4 (Tex. 2016) (“[Respondents] may raise their
evidentiary arguments (as an alternative to their primary argument . . . ),
without filing a cross-petition because they do not seek to ‘alter the court of
appeals’ judgment’ on those claims.” (citing TEX. R. APP. P. 53.1)). To the
contrary, if we agreed that SWAPA had associational standing (an issue we do
not reach or decide), we would have to reverse the portion of the court of
appeals’ judgment affirming the trial court’s dismissal of the claims SWAPA
asserted on its members’ behalf. See First Bank v. Brumitt, 519 S.W.3d 95, 112
(Tex. 2017) (holding respondent was required to file cross-petition for review
because he sought by his argument “to alter the court’s judgment, asking us to
reverse the part of the court of appeals’ judgment that reversed the trial court’s
judgment in [respondent’s] favor”). Because SWAPA’s associational-standing
argument seeks to alter the court of appeals’ judgment affirming the trial
court’s dismissal of SWAPA’s representative claims, SWAPA waived that
argument by failing to file a petition for review.
22 The assignments read:

. . . SWAPA has agreed to take all actions necessary to recover
My Damages from Boeing, including, but not limited to,
negotiating with and commencing a civil action against Boeing
arising from the MAX Crisis . . . .
[] Damages recovered from Boeing in the Litigation or a
settlement will be distributed in an equitable manner in
proportion to gross W-2 earnings per pilot . . . .
....
a. I hereby assign and transfer to SWAPA all rights, title, and
interest to any and all claims, demands, and/or causes of action

17
Causes of actions are generally assignable unless they violate
public policy. See Henry S. Miller Com. Co. v. Newsom, Terry & Newsom,
LLP, 709 S.W.3d 562, 571 (Tex. 2024) (quoting State Farm Fire & Cas.
Co. v. Gandy, 925 S.W.2d 696, 707 (Tex. 1996)). We have held that
assignments of legal claims that “tend to increase and distort litigation”
violate public policy. Gandy, 925 S.W.2d at 711. These types of
assignments are void, we explained, because they “mislead the jury,
promote unethical collusion among nominal adversaries, and create the
likelihood that a less culpable defendant will be hit with the full
judgment.” Id. at 705 (quoting Elbaor v. Smith, 845 S.W.2d 240, 250
(Tex. 1992)). Boeing urges us to declare that assignments of legal claims
by association members to their association also violate public policy
when their “sole purpose” is “to circumvent the Legislature’s”

for My Damages that I have or may have against Boeing arising
out of the MAX Crisis.
b. I hereby grant SWAPA the right and authorize SWAPA to
take any and all actions to prosecute, settle, and/or compromise
any and all claims, demands, and/or causes of action for My
Damages that I have or may have against Boeing arising out of
the MAX Crisis.
c. I hereby authorize SWAPA to collect, receive, and distribute
My Damages from Boeing arising out of the MAX Crisis . . . .
d. I understand that in making this Assignment, I am waiving
my right to individually pursue any and all claims, demands,
and/or causes of action for My Damages that I have or may have
against Boeing arising out of the MAX crisis.

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associational-standing requirements as set forth in the Business
Organizations Code.23
We see no reason to conclude that the pilots’ assignments run
afoul of public policy. The assignments do not inherently or necessarily
make the “litigation more protracted and complex,” id., 925 S.W.2d at
715, especially when the alternative could be as many as 10,000
individual lawsuits based on the same facts.24 The claims and damages
that SWAPA seeks are “property-based and remedial,” as opposed to the
kind of “personal and punitive” claims that are generally unassignable
in Texas. Tex. Med. Res., LLP v. Molina Healthcare of Tex., Inc., 659
S.W.3d 424, 439 (Tex. 2023) (holding unfair-settlement claims are
unassignable); see PPG Indus., Inc. v. JMB/Hous. Ctrs. Partners Ltd.
P’ship, 146 S.W.3d 79, 87 (Tex. 2004) (same, for DTPA claims). And
SWAPA is in a unique position as the party that actually negotiated the
CBA on its members’ behalf and allegedly relied on Boeing’s
misrepresentations. See Sw. Bell Tel. Co. v. Mktg. on Hold Inc., 308

23 Boeing refers to the assignments as “pass-through” assignments,
insinuating that there is something untoward about the agreement that
SWAPA would not retain a monetary judgment on behalf of its members. No
public policy, however, prohibits “passing through” pecuniary awards procured
in a lawsuit. See Sprint Commc’ns Co. v. APCC Servs., Inc., 554 U.S. 269,
275–85 (2008) (discussing the history of suits by assignees “when that assignee
had promised to give all litigation proceeds back to the assignor” from 17th
century English law to present-day American law and holding that such suits
are “‘amenable to, and resolved by, the judicial process’” (quoting Vt. Agency of
Nat. Res. v. United States ex rel. Stevens, 529 U.S. 765, 777–78 (2000))).
24 Nor are the SWAPA pilots required to file a class action. See Citizens

Ins. Co. of Am. v. Daccach, 217 S.W.3d 430, 450 (Tex. 2007) (“[N]othing
mandates that a plaintiff pursue a remedy through the procedures of [Texas
Rule of Civil Procedure] 42.”).

19
S.W.3d 909, 917–18 (Tex. 2010) (holding that assignments to third party
were appropriate, in part, because the third party was not “a
‘stranger/entrepreneur’” to the underlying action). We decline to extend
our Gandy line of cases to conclude that the assignments in this case
violate public policy.
But we do not decide today whether and how SWAPA can pursue
and try the thousands of individual claims its members assigned to
SWAPA. As assignee of the claims, SWAPA has received “the full rights
of the” pilot assignors. Jackson v. Thweatt, 883 S.W.2d 171, 174 (Tex.
1994). SWAPA “steps into the shoes of the [pilots] and is considered
under the law to have suffered the same injury as the [pilots] and have
the same ability to pursue the claims.” Sw. Bell, 308 S.W.3d at 916. But
to prevail on any individual pilot’s claim, SWAPA must establish that
the pilot suffered an “injury in fact” as a result of Boeing’s alleged
wrongful conduct. Vt. Agency of Nat. Res., 529 U.S. at 773. An
assignment of a legal claim does not relieve the assignee from the
burden of proving what the assignor would have to prove to recover on
the claim because the assignee acquires no greater rights than his
assignor had. See York’s Adm’r v. McNutt, 16 Tex. 13, 17 (1856). The
assignee of a claim “owns [the claim], controls its prosecution, and is
entitled to any recovery,” Henry S. Miller, 709 S.W.3d at 572, but may
only prevail by proving the defendant’s liability to the assignor and the
damages the assignor sustained. To recover damages on a pilot’s claim
for tortious interference or misrepresentations, for example, SWAPA
must establish that each individual pilot relied on alleged

20
misrepresentations and suffered a particular amount of damages as a
result. See supra notes 19–20.
This requirement that SWAPA establish each assigning pilot’s
claim, however, is simply inherent in the nature of an assignment; it
does not provide a basis on which we should declare the assignments
void as against public policy under the Gandy line of cases. The
Legislature has directed that SWAPA cannot have associational
standing to sue on behalf of its members if the claim or relief requires
the individual members’ participation in the suit, see TEX. BUS. ORGS.
CODE § 252.007(b), but it has not imposed the same prohibition against
a member’s assignment of his claim to an association, although it
certainly could have done so, see Sw. Bell, 308 S.W.3d at 915–16
(upholding assignments when anti-assignments clause could have but
did not prohibit specific assignments at issue).
Nor do we agree that the assignments are void because they
permit SWAPA to “circumvent” the requirements for associational
standing or class actions. See post at 3 (BLAND, J., dissenting).
Associational standing, class-action standing, and standing based on an
assignment provide alternative means for obtaining standing, see Warth
v. Seldin, 422 U.S. 490, 515 (1975), and, because of their distinct
requirements, neither circumvents the other, see Sw. Bell, 308 S.W.3d
at 918 (noting that issues relate to claimant’s “adequacy as the class
representative, . . . not the validity of the assignments it holds”).
Because SWAPA has waived any assertion of associational
standing and has not sought class certification, it must individually
establish each of its assigning members’ claims, which presents

21
challenges for how they may be tried and resolved. Several of our
procedural rules permit and govern the joinder, consolidation,
severance, and separate trials of both claims and parties, as necessary
to promote the efficient and just resolution of legal disputes.25 These
procedural options exist so that trial courts can “avoid prejudice, do
justice, and increase convenience” when resolving the claims that come
before them. Sealy Emergency Room, L.L.C. v. Free Standing Emergency
Room Managers of Am., L.L.C., 685 S.W.3d 816, 822 (Tex. 2024) (citing
F.F.P. Operating Partners, L.P. v. Duenez, 237 S.W.3d 680, 693 (Tex.
2007)).26 “Procedural matters, such as joinder and the consolidation of
claims, are left to the discretion of the trial court, whose rulings will not
be overturned absent an abuse of discretion.” Bennett v. Grant, 525
S.W.3d 642, 653 (Tex. 2017).27 “But the court is not vested with

25 See, e.g., TEX. R. CIV. P. 39 (addressing joinder of necessary and
indispensable parties), 40 (addressing permissive joinder of parties and
separate trials to “prevent a party from being embarrassed, delayed, or put to
expense”), 41 (addressing consolidation and severance of claims “on such terms
as are just”), 174 (addressing consolidation “to avoid unnecessary costs or
delays” and separate trials “in furtherance of convenience or to avoid
prejudice”).
26 See Long v. Castle Tex. Prod. Ltd. P’ship, 426 S.W.3d 73, 82 n.15 (Tex.

2014) (“Avoiding prejudice, doing justice, and increasing convenience are the
controlling reasons to sever.”); In re State, 355 S.W.3d 611, 613 (Tex. 2011)
(“Courts permit severance principally to avoid prejudice, do justice, and
increase convenience.”); In re Ethyl Corp., 975 S.W.2d 606, 610 (Tex. 1998)
(“The express purpose of Rule 174(b) was to further convenience, to avoid
prejudice, and to promote the ends of justice.”).
27 See Sealy, 685 S.W.3d at 822 (“When a severance order is challenged,

an appellate court reviews it for abuse of discretion.”); F.F.P. Operating
Partners, 237 S.W.3d at 693 (“We will not reverse a trial court’s order severing
a claim unless the trial court abused its discretion.”); Womack v. Berry, 291

22
unlimited discretion, and is required to exercise a sound and legal
discretion within limits created by the circumstances of the particular
case.” Womack, 291 S.W.2d at 683.
As explained, the claims SWAPA asserts based on its members’
assignments are currently pending not in this suit but in a second suit
that SWAPA filed after Boeing challenged SWAPA’s associational
standing. See supra note 11. Whether those claims may or must be
joined, consolidated, severed, or set for separate trials is not before us
today. In determining how to resolve those claims, the trial court must
consider prejudice, justice, and convenience in accordance with the rules’
requirements and must ensure that SWAPA pursues the claims as an
assignee and not as a representative association. Although generally
“[t]he assignee of a claim owns it, controls its prosecution, and is entitled
to any recovery,” Henry S. Miller, 709 S.W.3d at 572, SWAPA may only
prevail on an assigned claim by proving Boeing’s liability to the
individual member who assigned it and the damages that member
sustained. In short, SWAPA may not rely on the assignments as a means
to circumvent the statutory and procedural requirements for
associational standing.
Today, however, we hold only that the assignments are not void
as against public policy and thus give SWAPA standing to pursue its
assigning members’ individual claims. We therefore conclude that the
court of appeals did not abuse its discretion by modifying the trial court’s

S.W.2d 677, 682 (Tex. 1956) (“The Rules of Civil Procedure bestow upon trial
courts broad discretion in the matter of consolidation and severance of causes,
and the trial court’s action in such procedural matters will not be disturbed on
appeal except for abuse of discretion.”).

23
judgment to dismiss the claims SWAPA asserted on its members’ behalf
without prejudice.
IV.
Conclusion
We conclude that the Railway Labor Act does not preempt
SWAPA’s claims because the resolution of those claims does not
substantially depend upon interpretation of the parties’ CBA. We also
conclude that the court of appeals did not abuse its discretion by
dismissing SWAPA’s representative claims without prejudice because
SWAPA’s members’ assignments of their claims to SWAPA are not void
as against public policy and gave SWAPA standing to pursue those
claims as assignee. And Boeing does not challenge the court of appeals’
holding that SWAPA has standing to pursue its claims on its own behalf.
We thus affirm the court of appeals’ judgment remanding the case to the
trial court for further proceedings on the claims SWAPA asserts on its
own behalf.

Jeffrey S. Boyd
Justice

OPINION DELIVERED: June 20, 2025

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