UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT _____________

Nos. 22-2142 & 22-2262 _____________ UTILITY WORKERS UNITED ASSOCIATION, LOCAL 537, an unincorporated association, by J. Kevin Booth, Its Trustee ad litem,

Appellee in 22-2142/ Cross-Appellant in 22-2262

v. UTILITY WORKERS’ UNION OF AMERICA, AFL-CIO, an unincorporated association; D. MICHAEL LANGFORD, an individual; MICHAEL COLEMAN, an individual; JOHN DUFFY, an individual; UTILITY WORKERS’ UNION OF AMERICA, AFL-CIO, LOCAL 537, an unincorporated association,

Appellants in 22-2142/ Cross-Appellees in 22-2262 _____________

On Appeal from the United States District Court for the Western District of Pennsylvania (D.C. No. 2-19-cv-01077) Magistrate Judge: Honorable Lisa Pupo Lenihan _____________

Argued April 19, 2023

Before: HARDIMAN, PORTER, and FISHER, Circuit Judges

(Filed: August 3, 2023) Caitlin D. Kekacs Andrew D. Roth [ARGUED] Bredhoff & Kaiser 805 15th Street NW Suite 1000 Washington, DC 20005 Michael J. Healey Healey & Hornack 247 Fort Pitt Boulevard 4th Floor Pittsburgh, PA 15222 Counsel for Appellant/Cross-Appellee Samuel J. Pasquarelli [ARGUED] Sherrard German & Kelly 535 Smithfield Street Suite 300 Pittsburgh, PA 15222 Counsel for Appellee/Cross-Appellant

2 ________________

OPINION OF THE COURT ________________

HARDIMAN, Circuit Judge.

These appeals involve a dispute between labor unions. The controversy began when Local 537 of the Utility Workers’ Union of America, AFL-CIO (UWUA) sought to disaffiliate. UWUA learned of Local 537’s planned disaffiliation vote and imposed a trusteeship the same day that an overwhelming majority of Local 537 members voted to form a new union— Utility Workers United Association, Local 537 (Independent 537). UWUA obtained a preliminary injunction to enforce its trusteeship over Local 537 and keep Local 537’s assets. Independent 537 then brought a civil action to recover those assets. The District Court granted Independent 537 summary judgment and equitable relief but denied its request for attorneys’ fees. Both parties appealed. We will affirm.

I

A

Members of Local 537 felt that they were getting “nothing” from UWUA and wanted to withdraw from the National Benefits Agreement UWUA had negotiated with a public utility called American Water. App. 349. So the officers of Local 537 decided to call a vote on disaffiliation. The disaffiliation vote was scheduled for Monday, March 19, 2018, with notices posted on March 2 and March 14. In anticipation of disaffiliation, the officers of Local 537 formed a new union,

3 Independent 537. Independent 537 was an unincorporated association with the same officers as Local 537 and virtually identical bylaws as UWUA.

UWUA officers learned of the impending vote on Friday, March 16, three days before it was to occur. So they met over the weekend on Sunday, March 18, to plan next steps. UWUA President D. Michael Langford declared an emergency trusteeship over Local 537, effective March 19, the same day as the planned disaffiliation vote, and appointed UWUA Vice- President John Duffy as Trustee.

On March 19, a series of meetings took place in which nearly 90 percent of Local 537 members who cast ballots voted to disaffiliate Local 537 from UWUA and to make Independent 537 the new bargaining representative of all 637 members in the approximately 21 bargaining units then represented by Local 537