The dispute arose when Los Angeles County decided in May 2021 to contract out security work at the Kenneth Hahn Hall of Administration to a private company instead of using PPOA security officers. When PPOA requested to meet and confer about the decision, the County declined, offering only "effects bargaining" about the consequences. The County argued that Article 16 of the parties' memorandum of understanding waived PPOA's bargaining rights because it stated "Management shall have no obligation to negotiate the decision of any reorganization by the County during the life of this agreement."
Writing for a unanimous panel, Presiding Justice Martinez, joined by Justices Feuer and Stone, held that the County failed to prove PPOA had waived its statutory bargaining rights. "The management rights clause does not constitute a clear and unmistakable waiver of PPOA's right to meet and confer over outsourcing decisions," Martinez wrote. "This provision does not expressly mention PPOA's right under the MMBA to meet and confer regarding outsourcing decisions."
The court delivered particularly sharp criticism of the County's interpretation of "reorganization," calling the language "vague and ambiguous, falling short of the requirement that any waiver of statutory rights be clear and unmistakable." Martinez emphasized that "discussing a topic while at the same time saying nothing about the statutory right at issue does not effect a clear and unmistakable waiver of that right."
The case reached the appeals court after Los Angeles County Superior Court Judge Mitchell L. Beckloff denied PPOA's petition for writ of mandate in February 2023. Beckloff had relied heavily on dictionary definitions of "reorganization" to conclude the MOU's management rights clause encompassed outsourcing decisions. The County Employee Relations Commission had previously dismissed PPOA's unfair practice charge, with a hearing officer finding the union had waived its bargaining rights.
The County defended its position by arguing that "reorganization" in the context of Article 16 plainly encompassed outsourcing because the article focused on "transfer of functions" to private entities. The County contended there was "no reasonable alternative explanation for what the parties intended through the final sentence of Article 16." But the appeals court rejected this reasoning, noting that general management rights clauses "function to preserve management prerogatives, rather than as a waiver of collective bargaining rights."
The decision reinforces established precedent requiring explicit language for unions to waive statutory bargaining rights. The court noted that under California law, a valid waiver must be "explicitly stated" and cannot be inferred from "silence in a bargaining agreement" or "a general contractual provision." The ruling also confirmed that outsourcing decisions fall within the mandatory scope of bargaining under the Meyers-Milias-Brown Act because they affect "wages, hours, and other terms and conditions of employment."
The Court of Appeal reversed the superior court's judgment and remanded with directions to issue a writ of mandate requiring the County to meet and confer regarding its outsourcing decision. The opinion was certified for publication on April 10, 2026, indicating its precedential value for future labor disputes involving contract interpretation and waiver of bargaining rights in California's public sector.