In this appeal, several probation officers employed by the State of Maine seek to evade the consequences of what they belatedly deem to be a Faustian bargain. The district court thought the probation officers’ claim took too much license, and rejected it.
See Blackie v. Maine,
I. BACKGROUND
The subsidiary facts are not in serious dispute. Beginning in 1978, collective bargaining agreements between the State of Maine and certain state workers stipulated that those employees whose positions demanded that they work non-standard hours, i.e., irregular schedules exceeding forty hours per week, instead of, say, regular 9:00-to-5:00 shifts, would receive a sixteen percent premium over and above their base pay (but no overtime compensation). Probation officers’ jobs satisfied this definition and therefore carried an entitlement to the pay premium.
In 1985, the United States Supreme Court handed down a resipiscent decision in which it confessed error, reversed prior precedent, and held that the wage and hour provisions of the Fair Labor Standards Act (FLSA), 29 U.S.C. § 201-219, applied to state employers.
See Garcia v. San Antonio Metro. Transit Auth.,
In negotiations leading to the adoption of a collective bargaining agreement (CBA) to take effect in 1986, the State and the Union locked horns over the interplay between FLSA-mandated overtime compensation and the non-standard pay premium. The probation officers set out to secure guaranteed payment of the premium for the life of the contract, regardless of their status under the FLSA. The State balked. Eventually, the parties resolved the impasse by agreeing to the non-standard workweek article reprinted in the appendix.
Several years passed. Then, on December 18, 1992, a cadre of probation officers sued the State seeking the shelter of the FLSA. One year and three days later, the district court vindicated the probation officers’ right to receive time-and-one-half overtime compensation under the federal law.
See Mills v. Maine,
The Union countered this reclassification by proposing a side agreement similar to those entered into between the State and certain other bargaining units nearly a decade earlier. On February 2, 1994, Kenneth Walo, director of Maine’s Bureau of Employee Relations, rejected this overture because the CBA expressly, addressed the linkage between FLSA coverage status and the nonstandard pay premium — a circumstance that did not obtain when the State negotiated the earlier pacts — and because the CBA’s “zipper clause” made it pellucid that the parties had no obligation to renegotiate matters so addressed. 2 Stymied by this turn of events, several probation officers sued a phalanx of defendants (collectively, the State) under the FLSA’s anti-retaliation provision. 3 They charged, inter alia, that the State’s decision to eliminate the pay premium while at the same time abjuring a side agreement constituted acts of reprisal provoked by the probation officers’ successful crusade for FLSA overtime pay. The State denied the allegations.
After the parties cross-moved for summary judgment, the district court granted the State’s motion. As to the lost pay premium, the court concluded that the bargained lan
*721
guage of the CBA, as opposed to any retaliatory animus, compelled the result.
See Blackie,
II. ANALYSIS
The district court’s closely reasoned opinion mortally wounds the arguments that the appellants parade before us. Thus, we affirm the judgment largely for the reasons already articulated, adding only the finishing touches.
First: The appellants labor to convince us that the parties’ disagreement over the meaning of the non-standard workweek article forestalls the entry of summary judgment. Their labors are both unproductive and unpersuasive.
Of course, summary judgment is appropriate only if the record reveals no genuine issue of material fact and the movant demonstrates an entitlement to judgment as a matter of law.
See
Fed.R.Civ.P. 56(c);
see also McCarthy v. Northwest Airlines, Inc.,
In the lexicon of Rule 56, “genuine” connotes that the evidence on the point is such that a reasonable jury, drawing favorable inferences, could resolve the fact in the manner urged by the nonmoving party, and “material” connotes that a contested fact has the potential to alter the outcome of the suit under the governing law if the controversy over it is resolved satisfactorily to the nonmovant.
See United States v. One Parcel of Real Property (Great Harbor Neck, New Shoreham, R.I.),
In this instance, the appellants confuse matters of fact with matters of law. It is for the court, not the jury, to ascertain whether the terms of an integrated agreement are unambiguous, and if so, how to construe those terms.
See Allen v. Adage, Inc.,
The appellants try to bypass these familiar rules by portraying the non-standard workweek article as freighted with ambiguity. But a contract is not ambiguous merely because a party to it, often with a rearward glance colored by self-interest, disputes an interpretation that is logically compelled.
See FDIC v. Singh,
The specific provision at issue here — the non-standard workweek article — most assuredly is not a model of syntax; indeed, it appears to create a tautology in defining which classes of employees qualify for the non-standard pay premium. Yet the circle formed by the contract language is virtuous rather than vicious, and does not render the text ambiguous. Read as a whole, the article can sustain only one reasonable interpretation. Section 1 provides that the employee classifications listed in section 3 (e.g., probation officers) must meet each of three criteria (exemption from FLSA coverage, elongated workweek, irregular work schedule) to qualify as non-standard positions. Section 2 merely makes explicit what is implicit in a combined reading of the other two sections: the State’s power to delete an employment category from non-standard status once it appropriately determines that the employees within that category are not exempt from the FLSA. The short of it is that, under the terms of the article, FLSA coverage and nonstandard status are mutually exclusive. Accordingly, the FLSA overtime matrix and the non-standard pay premium are mutually exclusive methods of remuneration.
The appellants challenge this seemingly straightforward construction by training their sights single-mindedly on section 3. Doing enormous violence to context, they suggest that because certain job classifications enumerated in section 3 are designated therein as “meeting the above criteria,” those jobs are frozen into place (and, thus, entitled to receive the pay premium) for the duration of the CBA. This infrigidated reading melts under the most mild scrutiny.
It is hornbook law that an interpretation which gives effect to all the terms of a contract is preferable to one that harps on isolated provisions, heedless of context.
See Smart v. Gillette Co. Long-Term Disability Plan,
To sum up, the district court appropriately treated the non-standard workweek article as unambiguous, gave its terms their plain and ordinary meaning, and did not err in interpreting it favorably to the State at the summary judgment stage.
Second: The appellants trumpet that summary judgment should have entered in their favor because the State admittedly eliminated the probation officers’ pay premium in response to the Mills lawsuit. Because this ipse dixit relies upon a contorted view of the law, we reject it.
A
The FLSA’s anti-retaliation provision prohibits an employer from penalizing an employee who seeks to enforce rights guaranteed by the federal law.
See
29 U.S.C. § 215(a)(3). Although the framework for proving that an employer took an eye for an eye can vary depending upon the evidence available to show retaliatory animus,
cf. Fields v. Clark Univ.,
The appellants easily demonstrated the first two elements of their prima facie case; it is uncontested that they engaged in a protected activity (filing suit under the FLSA) and that the State subsequently took an adverse employment action (eliminating the non-standard pay premium). On the third element the appellants made a much more tenuous showing: they limned a close temporal link — the change in classification followed hot on the heels of the Mills decision — and produced evidence of statements by certain officials to the effect that the district court’s order in Mills led to .the State’s decision to reclassify the probation officers and revoke their pay premium. 4 As we elucidate below, this evidence, taken most hospitably to the appellants, fails to create a genuine question of material fact in respect to the third element of their cause of action.
B
The fundamental flaw in the appellants’ argument is that it depends on applying a black-letter legal rule in a purely mechanical fashion, divorced from considerations of policy and logic. They begin, auspiciously enough, with the proposition that the FLSA prohibits an employer from taking an adverse employment action because an employee participates in a protected activity. They then observe that the State scrapped the pay premium because of the Mills lawsuit. On this basis, they assert that the State violated the FLSA. This is a non sequitur: one plus one does not equal three.
The appellants’ argument assumes that the FLSA’s ban on retaliating against an employee who engages in a protected activity is the functional equivalent of a straightjacket which restrains an employer from responding on the basis of its business judgment to the
outcome
brought about by the protected activity. We disagree with this assumption: The FLSA — like other anti-retaliation laws — does not immobilize employers in this manner. An employer may reorganize its affairs and take other necessary employment actions in order to manage, the impact of compliance with the outcomes produced by a protected activity so long as it does so for legitimate reasons and not in reprisal for the
fact
of an employee’s participation.
See, e.g., York v. City of Wichita Falls,
Recognizing this abecedarian principle leads to the following conclusion. The anti-retaliation provision mandates that an employer must put to one side an employee’s lawful efforts to secure rights assured by the FLSA. At the same time, the statute does not foreclose the employer from exercising its business judgment simply because doing so may affect an employee who successfully asserted FLSA-protected rights.
The other side of the coin, of course, is that by engaging in a protected activity an *724 employee does not acquire immunity from the same risks that confront virtually every employee every day in every work place. The FLSA is neither a shield against legitimate employer actions nor a statutory guaranty of undiluted compensation, come what may. This case aptly illustrates the point: applying the anti-retaliation provision as the appellants ask would bar the employer from enforcing a valid preagreed contractual provision specifically negotiated to guard against the very eventuality — a change in the parties’ status — that the appellants subsequently labored to achieve. That is not the law.
C
The appellants’ thesis suffers from another infirmity as well. The thesis necessarily depends on the existence of some evidence that the statutorily protected activity (i.e., the appellants’ instigation of, and participation in the Mills litigation) furnished the motive driving the State’s execution of the adverse employment action (i.e., the shift in classification). We agree with the lower court that the record contains no such evidence.
The CBA provides in substance that probation officers will receive the non-standard pay premium as long as they remain, among other things, exempt from coverage under the FLSA’s overtime pay provisions. Once Mills established that the probation officers were not so exempt, the CBA dictated that the non-standard pay premium be eliminated. 5 The State’s decision to abolish the pay premium applied equally to all probation officers, regardless of whether they had joined the Mills plaintiffs. What is more, that decision was taken in response to the Mills ruling only in the sense that the State believed itself obligated to follow both the letter and the spirit of the federal court’s decree. There is simply no basis for a reasoned inference that the State’s reliance on the CBA was a pretext for retaliation.
In a nutshell, then, the State plainly changed the appellants’ classification for a nondiseriminatory reason, namely, to implement the terms of a contract that required the State to eliminate the pay premiums to match the recipients’ status vis-a-vis the FLSA. That the State’s action took place because of a judicial declaration of the appellants’ status, brought about by the appellants’ suit, neither transforms the character of the action nor renders it per se unlawful under the FLSA. For aught that appears, the State would have taken the same action regardless of the presence or absence of retaliatory animus.
Third: Next, the appellants bombard the CBA itself. They have lately come to the view that a contract which permits the State to forgo the non-standard pay premium whenever a court determines that a class of employees is not exempt from FLSA coverage is an abomination, and thus unenforceable.
This barrage is fired from two different directions. Both volleys land well wide of the mark.
A
The appellants asseverate that if the terms of the CBA ensure that a successful FLSA suit inevitably will result in ending the pay premium, then the CBA contains a veiled threat against pursuing FLSA rights and is per se retaliatory. The asseveration lacks force.
The CBA leaves no room to doubt that the State bestowed the non-standard pay premium on the probation officers in lieu of overtime compensation.
6
It simply is not
*725
retaliatory for an employer and an employee to agree to alternative methods for compensating overtime work based on the latter’s coverage status under the FLSA.
7
See, e.g., Walling v. A.H. Belo Corp.,
B
The appellants also claim that the either-or proposition contained in the nonstandard workweek article amounts to an unenforceable waiver of their FLSA rights.
See Barrentine v. Arkansas-Best Freight Sys., Inc.,
Fourth: Shifting gears, the appellants posit that the State’s refusal to negotiate a side agreement with them comparable to the pacts entered into between the State and other law enforcement bargaining units in the wake of Garcia constitutes an unlawful reprisal under the FLSA. We think not.
In a retaliation case, as in virtually any other employment discrimination case premised on disparate treatment, it is essential for the plaintiff to show that the employer took a materially adverse employment action against him.
See, e.g., York I,
Withal, some degree of generalization can be attempted. Typically, the employer must either (1)- take something of consequence from the employee, say, by discharging or demoting her, reducing her salary, or divesting her of significant responsibilities,
see Crady v. Liberty Nat. Bank & Trust Co.,
The appellants hinge their claim on the notion that past practice created an expectation that, when the FLSA became applicable to a particular position, the State would negotiate a side agreement. By refusing to follow this practice, the thesis runs, the State deprived the appellants of their expectancy. We agree that under certain circumstances an employer’s inaction can operate to deprive an employee of a privilege of employment that an employee had reason to anticipate he would receive; in those situations, the deprivation constitutes an adverse employment action.
See, e.g., Hishon,
Here, the presence of the non-standard workweek article accomplished two things: (1) it relieved the State of any obligation to dicker in the event of a change in the probation officers’ FLSA status; and (2) it effectively dashed any realistic expectation that the State would negotiate a side agreement * in the event of a change in FLSA status (especially since the CBA’s zipper clause, see supra note 2, specifically relieves both parties of any duty to renegotiate contract provisions in midstream). Accordingly, the appellants’ professed expectancy is only wishful thinking.
If this were not enough, the historical parallel that the appellants draw is not a parallel at all. It conveniently ignores the fact that, when the State negotiated side agreements nearly a decade earlier, the CBA then in effect did not address the interplay of FLSA overtime and the non-standard pay premium. By contrast, the contemporaneous CBA expressly defines this relationship and indicates the results that will flow from a change in status. To put it plainly, the circumstances had changed so dramatically that the appellants step into quicksand once they march under the banner of past practice.
To say more would be to knight a monarch. On the facts of this case, the State’s decision to abjure a side agreement did not constitute an adverse employment action. It follows inexorably, as night follows day, that the appellants have failed to validate this aspect of their claim. 9
III. CONCLUSION
We need go no further. Having agreed to the elimination of their pay premium if found to be eligible for FLSA overtime compensation, the appellants have no right to complain that, when they pressed, the State held them to their bargain.
Affirmed.
APPENDIX
[Note: This provision is excerpted from the 1986-87 CBA. The parties represent that all subsequent iterations of the CBA (including the 1993-95 version, which was in force when the current controversy developed) contain substantially identical language.]
C. Non-Standard Workweek
1. Classifications listed in Section 3 which meet the following criteria shall be designated as non-standard:
(a) Positions in a classification have been determined by the [BHR] to be exempt for overtime compensation from the [FLSA];
*727 (b) Employees are required by working conditions to work a variable workweek in excess of forty (40) hours; and
(c) Employees’ workweek are [sic] irregular and work hours cannot be scheduled or determined except by the employee.
2. Employees in a classification which is designated as non-standard shall be compensated at a rate of sixteen percent (16%) above the basic rates in their salary grades, except that any position that is found by the [BHR] not to be exempt from the Fair Labor Standards Act for overtime compensation purposes shall not be designated non-standard.
3. The following classes are designated as meeting the above criteria:
Forest Ranger IV
Game Warden Pilot
Marine Patrol Pilot
Probation Parole Officer/Juvenile Caseworker
Probation Parole Officer II
Special Agent Investigator
Special Investigator
State of Maine-Maine State Employees Association Agreement, Law Enforcement Services, Art. 10.C. at 13-14 (1986-1987),
reprinted in Blackie,
Notes
. The plaintiffs, appellants here, occupy positions that are variously classified as "Probation Parole Officer/Juvenile Caseworker” and "Probation Parole Officer II." Because the distinction between these positions makes no difference for present purposes, we refer to the plaintiffs simply as "probation officers."
. The zipper clause states:
Each party agrees that it shall not attempt to compel negotiations during the term of this agreement on matters that could have been raised during the negotiations that preceded this agreement, matters that were raised during the negotiations that preceded this agreement, or matters that are specifically addressed in this agreement.
Maine's Supreme Judicial Court has given such clauses full force and effect.
See, e.g., Bureau of Employee Relations v. AFSCME,
. The statute provides in part that no employer may
discharge or in any other manner discriminate against any employee because such employee has filed any complaint or instituted or caused to be instituted any proceeding under or related to [the FLSA].
29 U.S.C. § 215(a)(3).
. The State contends that these statements are immaterial because none of them was attributable to the actual decisionmaker (Kenriiston).
See, e.g., Medina-Mnnoz v. R.J. Reynolds Tobacco Co.,
. The appellants argue that the letter of the CBA did not require the BHR to reclassify their positions merely because the federal district court had so ruled. This amounts to little more than whistling past the graveyard. Once the federal court had spoken, state officials were duty bound to enforce the State's rights under the terms of the CBA in order to protect the public fisc— especially where, as here, the CBA expressly addressed the situation. And, moreover, the appellants had no possible reason to anticipate that the State would refrain from exercising its explicitly reserved rights under the CBA.
. Based on actions taken by the
Mills
court, the appellants contend that the sixteen percent pay premium comprised part of their base wage rate. This contention is disingenuous. While the
Mills
court included the pay premium in the probation officers' “regular rate of pay,”
see. Mills v. Maine,
. The appellants bewail the fact that their take-home pay may decrease under the new format. This herring is very red. If there is a decrease, the record contains nothing to suggest that it will be brought about by anything other than the State's efforts to contain overtime. Though the FLSA requires an employer to pay a covered employee time-and-one-half for overtime work, the employee has no vested entitlement to such work.
See Adams,
. The appellants attempt to blunt this thrust by arguing that the State will use the savings from its elimination of the non-standard pay premium to fund the damage award. This is .beside the point. How the State chooses to spend any savings it realizes from eliminating the premium is the State’s business.
. We have remarked, time and again, that irony is no stranger to the law.
See,
e.g.,
United States v. LaBonte,