Quality Custom Distribution Services LLC v. International Brotherhood of Teamsters, Local 710

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 24-1648
QUALITY CUSTOM DISTRIBUTION SERVICES LLC,
Plaintiff-Appellant,
v.
INTERNATIONAL BROTHERHOOD OF TEAMSTERS, LOCAL 710,
Defendant-Appellee.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 1:21-cv-01534 — Nancy L. Maldonado, Judge.
____________________
ARGUED FEBRUARY 10, 2025 — DECIDED MARCH 13, 2025
____________________
Before EASTERBROOK, ROVNER, and LEE, Circuit Judges.
EASTERBROOK, Circuit Judge. A collective bargaining agree-
ment between the Teamsters Union and Quality Custom Dis-
tribution, governing the work of employees who provide sup-
plies to Starbucks, provides that workers in the top 80% of the
seniority list are guaranteed at least 40 paid hours per week.
During the early months of the COVID-19 pandemic (de-
clared in March 2020) many Starbucks stores in or near Chi-
cago closed or greatly reduced their hours. During these

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2 No. 24-1648
months the most senior employees averaged only 30 hours a
week, and the Union demanded that the employer make good
the 40-hour minimum. It refused, pointing to an exception to
the promised floor for Acts of God.
The dispute went to an arbitrator, who ruled in the Un-
ion’s favor. The arbitrator thought that Acts of God may in-
clude epidemics but added that “the human element has been
a major contributing factor” to the lost work. The Governor of
Illinois issued orders closing some food businesses and allow-
ing others to operate only for carry-out orders, plus open-air
sit-down service. The Governor’s orders were not themselves
Acts of God, the arbitrator decided. It was the governmental
response, and not the disease on its own, that led to the reduc-
tion in work—and the act-of-God proviso does not cover reg-
ulations and executive orders, as the arbitrator understood
the language.
In this suit under federal labor-relations law the employer
asked the district court to nullify the arbitrator’s decision. The
judge declined. 722 F. Supp. 3d 817 (N.D. Ill. 2024). The em-
ployer now asks us for the same relief. We decline too.
The reason is simple. Parties who choose arbitration elect
to have an arbitrator, rather than a judge, resolve disagree-
ments about the meaning of contractual words. As long as the
arbitrator interprets the contract—rather than pursuing what
the Supreme Court has called “his own brand of industrial
justice”, United Steelworkers v. Enterprise Wheel & Car Corp., 363
U.S. 593, 597 (1960)—the award must stand. There can be no
doubt that this arbitrator interpreted this contract. The phrase
“Act of God” is in the contract. The omission of a contractual
definition necessitated interpretation. The arbitrator con-
cluded that an “Act of God” is a harmful event in the natural

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No. 24-1648 3
world, such as a flood or tornado, rather than an effect of stat-
utes, regulations, and executive orders.
If the employer had contended that workers’ hours would
have fallen below 40 during 2020 even if the Governor had not
issued any orders, that would have posed a difficult question
for the arbitrator. A novel virus may qualify as an “Act of
God,” at least until the medical profession figures out how to
respond. Even five years later people do not agree on how the
pandemic would have affected businesses and the populace
at large had government not intervened. Some nations, such
as Iceland and Sweden, regulated lightly, and the hospitality
business there remained open. Other nations, such as China,
New Zealand, and the United Kingdom, issued sweeping
stay-at-home orders that shujered restaurants and cafes. Illi-
nois chose an intermediate stance, disallowing indoor dining
while permijing open-air dining and takeouts. The state’s
regulatory regime followed not simply from the existence of
a novel virus but also from independent decisions, made in
light of medical capacity and other considerations. COVID-19
kicked off the chain of causation but was not the sole factor in
the employees’ loss of work.
Instead of contending that the virus plus people’s individ-
ual responses would have cut workers’ hours, the employer
elected to base its argument on the effect of the Governor’s
orders. At oral argument, counsel for the employer told us
that, in his view, anything beyond an employer’s control is an
“Act of God.” That is hardly a common understanding: it
would make every Act of Congress an Act of God, considera-
bly elevating the legislature’s stature.
You do not need to be a student of Ludwig Wijgenstein to
know that the meaning of language lies in how an audience

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4 No. 24-1648
understands words. See Saul A. Kripke, WiAgenstein on Rules
and Private Language (1982). Language is a social endeavor. A
phrase such as “Act of God” in a collective bargaining agree-
ment speaks to multiple audiences, including employers, un-
ions, and arbitrators. Quality Custom Distribution has offered
one lawyer’s understanding (anything beyond an employer’s
control) but has not tried to show that this is a normal under-
standing, let alone that it is the only understanding that ad-
dressees of these words hold. It has not contended that the
context of that phrase in this agreement supplies a special
meaning. It has not examined dictionaries or a linguistic cor-
pus. It has relied entirely on counsel’s own understanding,
which differs from the arbitrator’s.
Year after year, in case after case, litigants insist that an ar-
bitrator erred in adopting one view rather than another from
the panoply of possible interpretations. Year after year, in case
after case, we reject that assertion and hold that the choice be-
longs to the arbitrator. Courts do not ask whether arbitrators
interpreted the contractual language correctly; it is enough
that they tried to implement the parties’ bargain. We put it
this way in one opinion that has been quoted frequently:
As we have said too many times to want to repeat again, the ques-
tion for decision by a federal court asked to set aside an arbitration
award … is not whether the arbitrator or arbitrators erred in in-
terpreting the contract; it is not whether they clearly erred in in-
terpreting the contract; it is not whether they grossly erred in in-
terpreting the contract; it is whether they interpreted the contract.
If they did, their interpretation is conclusive. By making a contract
with an arbitration clause the parties agree to be bound by the ar-
bitrators’ interpretation of the contract. A party can complain if
the arbitrators don’t interpret the contract—that is, if they disre-
gard the contract and implement their own notions of what is rea-
sonable or fair. A party can complain if the arbitrators’ decision is

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No. 24-1648 5
infected by fraud or other corruption, or if it orders an illegal act.
But a party will not be heard to complain merely because the ar-
bitrators’ interpretation is a misinterpretation. Granted, the
grosser the apparent misinterpretation, the likelier it is that the
arbitrators weren’t interpreting the contract at all. But once the
court is satisfied that they were interpreting the contract, judicial
review is at an end, provided there is no fraud or corruption and
the arbitrators haven’t ordered anyone to do an illegal act.
Hill v. Norfolk & Western Ry., 814 F.2d 1192, 1194–95 (7th Cir.
1987) (citations omijed). The Supreme Court has said the
same thing. See, e.g., Major League Baseball Players Association
v. Garvey, 532 U.S. 504, 509–10 (2001); Oxford Health Plans LLC
v. SuAer, 569 U.S. 564, 571–73 (2013). See also, e.g., American
Zurich Insurance Co. v. Sun Holdings, Inc., 103 F.4th 475 (7th
Cir. 2024).
This is an easy case—so easy that it appears to fall within
the norm that a litigant must pay the other side’s legal fees
when it asks a judge to override an arbitrator’s interpretive
decision. Hill and American Zurich reflect this norm. See also,
e.g., ReRios v. Epic Systems Corp., 126 F.4th 1282 (7th Cir. 2025);
BLET GCA UP v. Union Pacific R.R., 988 F.3d 409 (7th Cir.
2021); Production & Maintenance Employees v. Roadmaster Corp.,
916 F.2d 1161 (7th Cir. 1990). As we observed in ReRios, “arbi-
tration is designed to simplify and expedite the process of dis-
pute resolution. It cannot serve that purpose if one party to
the agreement resists tooth and nail. When that happens, the
arbitration clause exacerbates the conflict: instead of one suit in
court, we get one suit in court (about whether to arbitrate), a
second controversy before the arbitrator, and potentially a
third in court when the loser tries to get a judge to override
the outcome or forces the winner to file suit seeking the
award’s enforcement. Turning one dispute-resolution process

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6 No. 24-1648
into two or three makes arbitration its own enemy.” 126 F.4th
at 1286 (emphasis in original).
An award seems especially appropriate when a litigant’s
conduct imposes unnecessary costs on the court, as Quality
Custom Distribution has done by causing us to doubt that it
could sue at all. Its brief, like its complaint in the district court,
gives its full name as “Quality Custom Distribution” without
any corporate identifier. Yet in response to the Union’s coun-
terclaim in the district court seeking to confirm the award,
Quality Custom Distribution described itself as a division of
Golden State Foods Corp. A division is not a juridical entity.
Any suit must proceed in the name of the corporation. Fed. R.
Civ. P. 17(a), (b); see also Mutual Assignment & Indemnification
Co. v. Lind-Waldock & Co., 364 F.3d 858, 860 (7th Cir. 2004). The
Circuit Rule 26.1 disclosure statement in this appeal describes
“Quality Custom Distribution” as a subsidiary of Golden
State Foods, a Delaware corporation, but the absence of any
corporate identifier such as “Incorporated” or “Corporation”
led us to wonder whether it was a division, as it had described
itself in the district court. And a search for “Golden State
Foods” in Delaware turned up Golden State Foods Interna-
tional, Inc., Golden State Foods LLC, and Golden State Foods
Midwest, LLC, but no “Golden State Foods Corp.” All very
mysterious.
We ordered Quality Custom Distribution to file a post-ar-
gument statement concerning its identity. It then told us that
its legal name is “Quality Custom Distribution Services LLC”
and that, until December 2024, its name had been “Quality
Custom Distribution Services Inc.” Its disclosure statement
thus was incorrect, for the statement omijed two words from
its corporate name at the time of the brief’s filing—and the

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No. 24-1648 7
firm did not bother to tell the court about the reorganization
and name change last December. (We have corrected the cap-
tion.) The post-argument statement also asserts that its “par-
ent” is “Golden State Foods LLC”, though limited liability
companies have members rather than parents. The judges and
their staffs wasted time trying to understand the incomplete
and inconsistent statements. We cannot fathom why a litigant
should be so insouciant about its own name and the names of
its affiliates. Judges must be able to rely on the disclosure
statements in order to check for conflicts and potential dis-
qualifications.
The judgment of the district court is affirmed. Appellant
has 14 days to show cause why the court should not award
sanctions under Fed. R. App. P. 38, including but not neces-
sarily limited to an award of ajorneys’ fees.

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