Raymond James Financial Servic v. Fenyk , 780 F.3d 59 ( 2015 )

United States Court of Appeals
For the First Circuit
No. 14-1252
RAYMOND JAMES FINANCIAL SERVICES, INC.,
Petitioner, Appellee,
v.
ROBERT MICHAEL FENYK,
Respondent, Appellant.
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETTS
[Hon. Rya W. Zobel, U.S. District Judge]
Before
Howard, Lipez, and Barron,
Circuit Judges.
Norman E. Watts, with whom Watts Law Firm, PC was on brief,
for appellant.
Sandra D. Grannum, with whom Davidson & Grannum, LLP, Peter J.
Pingitore, and Pingitore & Fitzpatrick, LLC were on brief, for
appellee.
March 11, 2015
LIPEZ, Circuit Judge. An arbitration panel awarded
appellant Robert Fenyk $600,000 in back pay based on a claim that
he was unlawfully terminated from his job as a stock broker because
he is an alcoholic. The district court vacated the award,
concluding that the arbitrators lacked authority to grant that
remedy because Fenyk brought no claims under the state law the
arbitrators applied. Fenyk now seeks reinstatement of the award,
arguing that the district court failed to give due deference to the
arbitrators' ruling.
We reverse the district court's judgment. Although the
arbitration decision may have been incorrect as a matter of law, it
was not beyond the scope of the panel's authority.
I.
A. Factual Background
Appellant Fenyk was associated with appellee Raymond
James Financial Services ("RJFS") as a securities broker for more
than seven years, first in New York City and then, beginning in
October 2004, in Vermont. Fenyk managed his own small branch
office in Vermont and was designated an independent contractor for
RJFS under his agreement with the company. RJFS is based in
Florida, and the "Independent Sales Associate Agreement" that Fenyk
signed contained a provision stating that Florida law would govern
disputes between the parties. Fenyk also signed RJFS's Business
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Ethics Policy, in which he agreed to arbitrate any conflicts
"arising out of the independent contractor relationship."
In May 2009, during a routine check of Fenyk's customer
communications, an RJFS reviewer noticed an email to a client,
Fenyk's former domestic partner, suggesting that Fenyk had an
alcohol problem. The email began with information about the
client's account, but went on to note Fenyk's "slip" and his "need
[for] meetings and real sobriety for a dialoug [sic] with you."
The email also reported that Fenyk's "new AA friend was very hard
on [him] last night."
The reviewer alerted Fenyk's RJFS supervisors in Florida
to the email. On May 27, Thomas Harrington, regional director for
the Northeast, and John Tholen, the assistant regional director,
called Fenyk and told him they were no longer comfortable
supervising him from afar and his contract would be terminated in
thirty days.1 Harrington testified that he decided to terminate
Fenyk's affiliation with RJFS as a result of the email because he
was concerned about Fenyk's "ongoing sobriety" and the possibility
that he was transacting business with clients while he had "an
alcohol problem." Although Fenyk's employment with RJFS initially
was extended beyond the thirty days so he could arrange a sale of
1
The Sales Associate Agreement provided that it could be
terminated with five business days' notice, in writing, from either
party.
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his client "book" to another RJFS broker, the relationship ended on
July 1, 2009, after Fenyk decided not to proceed with that sale.
Approximately two years later, in June 2011, Fenyk filed
a complaint in Vermont state court alleging that he had been fired
on account of his sexual orientation and his status as a recovering
alcoholic, in violation of Vermont's Fair Employment Practices Act
("VFEPA"), Vt. Stat. Ann. tit. 21, § 495. Once alerted by RJFS of
his obligation to arbitrate employment disputes, Fenyk dismissed
the complaint and brought an arbitration proceeding before the
Financial Industry Regulatory Authority ("FINRA"). His FINRA
Statement of Claim reiterated the same two causes of action
asserted in his court complaint: retaliation based on sexual
orientation and disability, in violation of Vermont law. Fenyk
sought $665,000 in back pay, $588,000 in front pay, and $250,000 in
punitive damages, along with attorney's fees and costs.
In addition to denying the allegations of discriminatory
action, RJFS responded to Fenyk's filing by asserting that Vermont
law did not apply to the parties' relationship, and thus the
Vermont claims necessarily failed; that Fenyk was an independent
contractor, not an employee, and was therefore not protected by
either Florida's or Vermont's employment discrimination law; and
that his claims were time-barred.
A hearing was held before a panel of three arbitrators in
January 2013. On the opening day, Fenyk asked to amend his
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complaint to add a claim under the Americans with Disabilities Act,
42 U.S.C. §§ 12111-12117, noting that the federal law "mirrors" the
Vermont and Florida employment discrimination statutes and that,
hence, there would be no prejudice to the defense. Counsel for
RJFS objected to the proposed amendment as untimely, stating that
she had "responded to the claims that have been proffered." She
further noted that Fenyk had not, in fact, alleged discrimination
per se, but had only asserted claims for retaliation. Fenyk did
not at that time propose to add claims under Florida law.
The panel proceeded without deciding whether to accept
Fenyk's proposed amendment and, following the four-day hearing,
Fenyk again moved to amend his Statement of Claim, this time
seeking to add disability discrimination claims under federal, New
York, and Florida law.2 He argued that the statutes and the
elements of the claims "are essentially the same[,] as are the
interpretive judicial decisions," though he noted that damage
awards are handled differently under the various provisions.
On the same day he filed his renewed motion to amend,
Fenyk also filed a post-hearing brief, in which he noted that he
originally had asserted claims under Vermont law but had since
moved "to add claims for violations of other relevant
jurisdictions." He repeated his assertion that the state statutes
2
By this time, Fenyk's focus was solely on his disability-
based cause of action, as he withdrew his claim based on sexual
orientation at the conclusion of the hearing.
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are similar to each other and to federal law, "forbid[ding]
employers from engaging in discriminatory practices against their
employees," again acknowledging that the statutory remedies
differed. He urged the panel, inter alia, to grant his motion to
amend his Statement of Claim to add claims under federal, New York
and Florida law.
In its post-hearing brief, RJFS pressed the panel to
reject Fenyk's proposed amendment.3 The company argued, inter
alia, that Fenyk had violated FINRA rules by making the motion
outside the prescribed time period, RJFS would be prejudiced by the
belated amendment, and the proposed ADA claim should in any event
be rejected as time-barred. RJFS acknowledged that Florida
employment discrimination law "substantially" differs from Vermont
law only in its treatment of sexual orientation, and asserted that,
even under Vermont's choice-of-law principles, Florida law would
apply.
B. Arbitration Ruling
In March 2013, the arbitration panel denied Fenyk's
motion to amend his Statement of Claim, finding that the request
was untimely and there were "no special circumstances alleged to
justify such relief." At the same time, however, the panel granted
3
RJFS addressed only Fenyk's request made at the hearing to
add an ADA claim, as Fenyk's written motion also seeking to add
claims under New York and Florida law was submitted on the same
date as RJFS's post-hearing brief.
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what it described as a request from both parties that Florida law
be applied to the proceedings.4 The panel subsequently refused to
reconsider its denial of Fenyk's motion to amend.
The arbitrators announced their ruling on the merits in
late April 2013, issuing only a brief statement of their
conclusions. See Zayas v. Bacardi Corp., 524 F.3d 65, 70 (1st Cir.
2008) ("Although arbitrators frequently elect to explain their
decisions in written opinions, they are under no compulsion to do
so."). We reproduce here the complete "Award" section of their
decision.
After considering the pleadings, the testimony
and evidence presented at the hearing, and the
post-hearing submissions, the Panel has
decided in full and final resolution of the
issues submitted for determination as follows:
1. Respondent is liable for and shall pay to
Claimant compensatory damages in the amount of
$600,000.00 for back pay on his claim of
discrimination based on disability.
2. Respondent is liable for and shall pay to
Claimant attorneys' fees in the amount of
$33,627.50 plus litigation expenses in the
amount of $2,414.53 pursuant to paragraph
22(b) of the contract between the parties and
§760.11(5) of the Florida Civil Rights Act.
4
Although the record does not show that Fenyk expressly asked
that Florida law be applied to the dispute, the panel reasonably
inferred such a request. Not only did Fenyk seek to add a
discrimination claim under Florida law, but he also observed at the
close of the arbitration hearing that Florida law "probably" will
apply and, in his post-hearing brief, suggested that Florida or New
York law would apply depending upon where the employment contract
was signed. On appeal, Fenyk states that both parties agree that
Florida law governs their dispute.
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3. Any other relief sought under Claimant's
claims of statutory discrimination [] is
denied.
4. Any and all relief not specifically
addressed herein, including punitive damages,
is denied.
The panel also assessed RJFS roughly $20,000 in arbitration fees.
C. District Court Ruling
RJFS moved in federal court to vacate the arbitration
award on the ground that the arbitrators had exceeded their powers
by, inter alia, awarding damages on a claim -- violation of the
Florida Civil Rights Act ("FCRA") -- "that Fenyk never submitted to
them for their review." Verified Petition to Vacate an Arbitration
Award, at 6. The district court agreed with RJFS that the award
was unsupportable. The court noted that the arbitration panel had
determined that Florida law applied, but nonetheless had ignored
Florida's one-year statute of limitations for civil rights claims
"and somehow construed Florida law to find a violation of a Vermont
statute -- a statute which, given the governing law, was wholly
inapplicable to the case." The court then concluded:
Awarding damages to a plaintiff who has pled
no claims under the applicable law plainly
transgressed the limits of the arbitrators'
power. For this reason, the award must be
vacated.
This appeal by Fenyk followed. He argues that the
district court erred in construing the Florida statute of
limitations to bar his claim and improperly failed to defer to the
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arbitrators' "good faith effort" to resolve the dispute. In
response, RJFS reiterates the two primary flaws it has consistently
identified in the arbitration decision: (1) the panel awarded
damages despite its finding that Florida law applied and Fenyk
brought no claims under Florida law; and (2) even assuming Fenyk's
claims may be analyzed as alleged violations of Florida law, such
claims fail as time-barred under the one-year statute of
limitations for initiating a complaint under Florida's anti-
discrimination law.
II.
A. Legal Principles
A district court's decision to vacate or confirm an
arbitration award is subject to plenary review. Doral Fin. Corp.
v. García-Veléz, 725 F.3d 27, 31 (1st Cir. 2013). However, our
evaluation of an arbitrator's ruling "is extremely narrow and
exceedingly deferential," id. (quoting Wheelabrator Envirotech
Operating Servs., Inc. v. Mass. Laborers Dist. Council Local 1144,
88 F.3d 40, 43 (1st Cir. 1996)), and is indeed "among the narrowest
known in the law," Me. Cent. R.R. Co. v. Bhd. of Maint. of Way
Emps., 873 F.2d 425, 428 (1st Cir. 1989). To obtain vacatur of an
arbitration award, "[i]t is not enough for [a party] to show that
the panel committed an error -- or even a serious error." Stolt-
Nielsen S.A. v. AnimalFeeds Int'l Corp., 559 U.S. 662, 671 (2010);
see also N. New England Tel. Operations LLC v. Local 2327, 735 F.3d
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15, 20-21 (1st Cir. 2013) ("[C]ourts [] do not sit to hear claims
of factual or legal error by an arbitrator as an appellate court
does reviewing decisions of lower courts." (second alteration in
original) (quoting United Paperworkers Int'l Union, AFL-CIO v.
Misco, Inc., 484 U.S. 29, 38 (1987))).
Rather, an arbitration ruling ordinarily is unenforceable
only if it imposes the arbitrators' "own view of sound policy"
instead of adhering to the agreement that governs the parties'
relationship. Stolt-Nielsen, 559 U.S. at 672; id. at 671 (noting
that arbitration rulings are vulnerable when the arbitrator "strays
from interpretation and application of the agreement and
effectively dispense[s] his own brand of industrial justice"
(alteration in original) (quoting Major League Baseball Players
Ass'n v. Garvey, 532 U.S. 504, 509 (2001) (per curiam) (internal
quotation marks omitted)); see also Oxford Health Plans LLC v.
Sutter, 133 S. Ct. 2064, 2068 (2013) (stating that "courts may
vacate an arbitrator's decision 'only in very unusual
circumstances'" (quoting First Options of Chi., Inc. v. Kaplan, 514
U.S. 938, 942 (1995)).
As we previously have noted, however, "[t]he limited
scope of our review . . . is not equivalent to granting limitless
power to the arbitrator." Doral Fin. Corp., 725 F.3d at 31
(internal quotation marks omitted); see also Kashner Davidson Sec.
Corp. v. Mscisz, 531 F.3d 68, 74 (1st Cir. 2008) ("An arbitration
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award . . . is not utterly impregnable." (internal quotation marks
omitted)). The Federal Arbitration Act ("FAA") specifies a number
of grounds that would support an order vacating an award, including
fraud, bias, and prejudicial misbehavior. See 9 U.S.C. § 10(a)(1),
(2), (3). Perhaps the most common basis -- and the rationale
invoked by the district court in this case -- is "where the
arbitrators exceeded their powers." Id. § 10(a)(4); see, e.g.,
Oxford Health Plans LLC, 133 S. Ct. at 2068; Stolt-Nielsen, 559
U.S. at 669-70; Salem Hosp. v. Mass. Nurses Ass'n, 449 F.3d 234,
239-40 (1st Cir. 2006).
Some courts, including our own, have held that
arbitration awards also may be vacated if they are in "manifest
disregard of the law," a ground not explicitly included in § 10.
Bangor Gas Co. v. H.Q. Energy Servs. (U.S.) Inc., 695 F.3d 181, 187
(1st Cir. 2012) (internal quotation marks omitted). We have
invoked that standard primarily for cases where the award
contradicted unambiguous contract language or "the arbitrator
recognized the applicable law, but ignored it." Id. (quoting Gupta
v. Cisco Sys., Inc., 274 F.3d 1, 3 (1st Cir. 2001)); see also
Stolt-Nielsen, 559 U.S. at 672 n.3 (noting party's description of
the standard as "requiring a showing that the arbitrators knew of
the relevant [legal] principle, appreciated that this principle
controlled the outcome of the disputed issue, and nonetheless
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willfully flouted the governing law by refusing to apply it"
(alteration in original) (internal quotation marks omitted)).
Whether the manifest-disregard doctrine remains good law,
however, is uncertain. A circuit split has developed following the
Supreme Court's decision in Hall Street Associates, L.L.C. v.
Mattel, Inc., 552 U.S. 576, 584 (2008), which held that § 10 of the
FAA provides the exclusive grounds under the statute for vacatur of
arbitration awards. See Bangor Gas Co., 695 F.3d at 187 & n.3
(listing cases). Although we concluded, in dicta, that the
doctrine is no longer available, id. (citing Ramos-Santiago v.
United Parcel Serv., 524 F.3d 120, 124 n.3 (1st Cir. 2008)), we
have "not squarely determined whether our manifest disregard case
law can be reconciled with Hall Street," Kashner Davidson Sec.
Corp. v. Mscisz, 601 F.3d 19, 22 (1st Cir. 2010). See Stolt-
Nielsen, 559 U.S. at 672 n.3 (refraining from deciding whether
"manifest disregard" survived Hall Street "as an independent ground
for review or as a judicial gloss on the enumerated grounds for
vacatur set forth at 9 U.S.C. § 10").
We need not resolve the uncertainty over "manifest
disregard" here. As we explain below, even assuming the doctrine
remains available, it would not invalidate the award in this case.
B. Whether the Award Exceeds the Arbitrators' Authority
The district court identified two problems with the
arbitration panel's decision: (1) its disregard of Florida's
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statute of limitations, and (2) the award of damages despite
Fenyk's failure to bring any claims under Florida law -- the law
that everyone now agrees governs his dispute with RJFS. We
consider each issue in turn.
1. Statute of Limitations
RJFS argues that Fenyk's claims, brought two years after
his contract was terminated, were barred by Florida's statute of
limitations for civil rights actions.5 The company asserts that
Fenyk alleged claims under Vermont law -- which has a longer
limitations period6 -- in an attempt to circumvent the Florida
time-bar. That attempt necessarily fails, the company maintains,
because Florida law governs the controversy.
Given the arbitration panel's determination that Florida
law applies to Fenyk's claims, we agree that Florida's statute of
limitations governs. That judgment does not help RJFS. At the
time of the arbitration panel's decision, Florida law on the
5
The FCRA provides that an administrative complaint must be
filed within 365 days of the alleged violation, see Fla. Stat.
§ 760.11(1), and imposes various deadlines for filing a "civil
action," one of which provides that an action must be commenced no
later than one year after the administrative agency finds
reasonable cause to believe that an unlawful discriminatory
practice has occurred, id. §§ 760.11(4), (5).
6
Both the VFEPA and the FINRA Code of Arbitration Procedure
for Industry Disputes have six-year limitations periods. See Vt.
Stat. Ann. tit. 12, § 511; Egri v. U.S. Airways, Inc., 804 A.2d
766, 770 (Vt. 2002); FINRA Rule 13206(a). The FINRA Code, however,
states that its rule on time limits "does not extend applicable
statutes of limitations." Rule 13206(c).
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applicability of statutory limitations periods to arbitrations was
evolving. Two weeks after the panel's April 2013 ruling in this
case, the Florida Supreme Court held that a general statute of
limitations provision applicable to most state law civil actions
also applies to arbitration proceedings. See Raymond James Fin.
Servs., Inc. v. Phillips, 126 So. 3d 186, 188 (Fla. 2013) (issued
May 16, 2013, and revised Nov. 7, 2013). The high court's ruling
came in response to a certified question from an intermediate
appellate court, which had held that the provision at issue --
Florida Statutes § 95.011 -- governs arbitrations only if the
parties' arbitration agreement expressly incorporates a statutory
filing deadline. See Raymond James Fin. Servs., Inc. v. Phillips,
110 So. 3d 908, 914 (Fla. Dist. Ct. App. 2011) (per curiam). In
reversing the lower court, the Florida Supreme Court concluded that
arbitrations are subject to § 95.011 because the statute defines an
"action" to encompass "proceedings," thereby including arbitration
proceedings within its scope. See Phillips, 126 So. 3d at 193.7
7
Section 95.011 states:
A civil action or proceeding, called "action" in this
chapter, including one brought by the state, a public
officer, a political subdivision of the state, a
municipality, a public corporation or body corporate, or
any agency or officer of any of them, or any other
governmental authority, shall be barred unless begun
within the time prescribed in this chapter or, if a
different time is prescribed elsewhere in these statutes,
within the time prescribed elsewhere.
Section 95.011 thus does not itself set a specific limitations
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Here, the parties debate whether the holding in Phillips
extends to claims brought under the FCRA, Fla. Stat. Ann.
§§ 760.01-760.11.8 However, whether the decision in fact applies
to employment discrimination cases such as the one before us does
not matter. Given the legal uncertainty reflected in the certified
question presented to the Florida Supreme Court, and the fact that
even "serious error" by arbitrators will not invalidate their
award, any error by the panel in refusing to dismiss Fenyk's claims
as untimely does not rise to the level necessary to justify
vacatur. Stolt-Nielsen, 559 U.S. at 671.
2. The Absence of Claims under Florida Law
The panel's award of damages based on Florida law,
despite its denial of Fenyk's request to amend his Statement of
Claim to include a claim under the FCRA, troubled the district
court. We understand its discomfort. Yet we cannot conclude, in
period, but applies generally to bar "civil action[s] or
proceeding[s]" commenced outside of particular statutory limits.
8
Unlike § 95.011, § 760.11 does not expressly equate
"proceedings" and "actions." Nor is it a general limitations
provision. Rather, it sets out a detailed scheme of administrative
and court procedures available to individuals claiming civil rights
violations. See, e.g., Fla. Stat. Ann. § 760.11(1) (stating that
"[a]ny person aggrieved by a violation of [the Act] may file a
complaint with the commission within 365 days of the alleged
violation"); id. § 760.11(7) ("In the event the final order issued
by the commission determines that a violation of the Florida Civil
Rights Act of 1992 has occurred, the aggrieved person may bring,
within 1 year of the date of the final order, a civil action
. . . .").
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the particular circumstances of this case, that the arbitrators'
decision to impose liability on RJFS under Florida law "willfully
flouted the governing law" or otherwise exceeded the bounds of the
arbitrators' authority to resolve the parties' dispute. Stolt-
Nielsen, 559 U.S. at 672 n.3 (internal quotation marks omitted).
The reliance on Florida law would be a different matter if the
pertinent statutes in Florida and Vermont materially diverged.
RJFS acknowledged in its post-hearing brief, however, that the two
states' anti-discrimination laws are substantially equivalent in
covering disability discrimination. See Johnson v. Great
Expressions Dental Ctrs. of Fla., P.A., 132 So. 3d 1174, 1176 (Fla.
Dist. Ct. App. 2014) (noting that "the FCRA is patterned after
Title VII of the federal Civil Rights Act of 1964" and that "we
look to federal case law as well as Florida decisions to interpret
the statute"); Payne v. U.S. Airways, Inc., 987 A.2d 944, 948 (Vt.
2009) (stating that "the VFEPA, which is patterned on Title VII of
the federal Civil Rights Act protecting against employment
discrimination . . . , is often guided by the federal courts'
interpretations of Title VII"). Moreover, not knowing how the
arbitrators would treat Fenyk's inappropriate Vermont claims, the
company prudently explained in its pre-hearing brief the reasons
why it believed Fenyk's claims failed under both Florida and
Vermont law. RJFS also noted in that filing the similarities
between the two laws and their mutual reliance on federal
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precedents. See, e.g., RJFS Pre-Hearing Brief at 14 ("We may
therefore look to federal caselaw for the appropriate standards and
burdens to establish a discrimination claim under either Vermont or
Florida law.").
To the extent there are differences in the two states'
laws, the arbitrators' decision to apply Florida law -- the
approach RJFS has demanded throughout the proceedings -- protects
the company from obligations at odds with those encompassed by the
arbitral agreement. See RJFS Post-Hearing Brief at 13 ("The
justified expectations of the parties were that the relationship
would be governed under Florida law."). Although a shorter statute
of limitations in Florida was a potentially crucial difference from
Vermont law that favored RJFS, the panel applied the law that RJFS
insisted be used and still made a determination adverse to the
company. We already have explained why we may not dislodge that
determination.9 Briefly stated, the arbitrators were empowered to
resolve claims of employment discrimination against RJFS under
Florida law, and that is what they did. Cf. Kashner Davidson, 531
F.3d at 77 (citing George Watts & Son, Inc. v. Tiffany and Co., 248
9
Given the high hurdle for finding reversible error by the
arbitrators, we also cannot disturb two other implicit subsidiary
judgments criticized by RJFS: (1) treating Fenyk as an employee
protected by the Florida statute rather than as an independent
contractor, and (2) concluding that he adequately alleged a cause
of action for disability discrimination related to his termination,
despite framing his claims in terms of retaliation. Indeed, RJFS
does not argue on appeal that the arbitration award is
unsustainable because of either of those asserted errors.
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F.3d 577 (7th Cir. 2001), parenthetically noting the court's
hypothesis that an arbitration award based on state law different
from the state law specified in an arbitration agreement "could be
deemed a 'manifest disregard of the law' or, alternatively, as
exceeding the arbitrator's powers").
One might reasonably argue that the panel's decision to
grant Fenyk a remedy under Florida law is incompatible with its
denial of Fenyk's request to amend his arbitration complaint to
include claims under the FCRA and, for that reason, was improper.
In effect, the panel did what it told Fenyk it would not do: view
his allegations of discrimination through the lens of Florida
statutory law. Though the panel's unexplained reliance on the FCRA
leaves us perplexed, and may have been erroneous, it does not
render the award unsustainable. Importantly, the panel had the
authority to allow the addition of Florida claims. See FINRA Rule
13309(b) (stating panel's authority to grant a motion to amend).
As the principles governing arbitration awards recited above make
clear, the question before us is not whether the arbitrators made
the correct decision when they gave Fenyk a remedy under Florida
law, but whether their decision was authorized by the parties'
agreement. In the final analysis, the panel apparently decided
that Fenyk's mistake in labeling his claims did not justify denying
him relief. Where the arbitrators applied the substantive law that
RJFS agreed would govern its conduct, that choice to apply Florida
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law falls within the category of judgments -- even if erroneous --
that we may not disturb.
III.
In opting for arbitration as its preferred mechanism for
resolving employment disputes, RJFS "trade[d] the procedures and
opportunity for review of the courtroom for the simplicity,
informality, and expedition of arbitration." Doral Fin. Corp., 725
F.3d at 31 (parenthetically quoting Gilmer v. Interstate/Johnson
Lane Corp., 500 U.S. 20, 31 (1991)). Barring exceptions
inapplicable here, our limited review of arbitral decisions
requires us to uphold an award, regardless of its legal or factual
correctness, if it "'draw[s] its essence from the contract' that
underlies the arbitration proceeding." Cytyc Corp. v. DEKA Prods.
Ltd. P'ship, 439 F.3d 27, 32 (1st Cir. 2006) (quoting Misco, 484
U.S. at 38). For the reasons we have explained, the panel's ruling
satisfies that standard.
Accordingly, we reverse the decision of the district
court and remand the case for entry of an order confirming the
arbitration award.
So ordered.
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