Samaan v. General Dynamics Land Systems, Inc. ( 2016 )

RECOMMENDED FOR FULL-TEXT PUBLICATION
Pursuant to Sixth Circuit I.O.P. 32.1(b)
File Name: 16a0214p.06
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
_________________
SAID B. SAMAAN, ┐
Plaintiff-Appellant, │
│
│
v. > No. 15-2277
│
│
GENERAL DYNAMICS LAND SYSTEMS, INC., │
Defendant-Appellee. │
┘
Appeal from the United States District Court
for the Eastern District of Michigan at Detroit.
No. 2:11-cv-13869—Denise Page Hood, Chief District Judge.
Argued: July 26, 2016
Decided and Filed: August 31, 2016
Before: GILMAN, WHITE, and STRANCH, Circuit Judges.
_________________
COUNSEL
ARGUED: David L. Haron, HARON LAW GROUP, PLC, Farmington Hills, Michigan, for
Appellant. Thomas A. Cattel, OGLETREE, DEAKINS, NASH, SMOAK & STEWART, PLLC,
Birmingham, Michigan, for Appellee. ON BRIEF: David L. Haron, HARON LAW GROUP,
PLC, Farmington Hills, Michigan, for Appellant. Thomas A. Cattel, Benjamin A. Anchill,
OGLETREE, DEAKINS, NASH, SMOAK & STEWART, PLLC, Birmingham, Michigan, for
Appellee.
_________________
OPINION
_________________
RONALD LEE GILMAN, Circuit Judge. Said B. Samaan is a former employee of
General Dynamics Land Systems, Inc. (General Dynamics or the Company), which designs,
develops, and manufactures combat systems for various customers, including the U.S. Army.
1
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 2
General Dynamics suspended Samaan without pay after he voiced concerns to Army personnel
that the Company was submitting fraudulent claims for payment on one of its Army contracts.
Although General Dynamics does not dispute the relative timing of these two events, it denies
any causal relationship.
Believing otherwise, Samaan filed the instant suit against General Dynamics following
his subsequent resignation. Samaan claimed, among other things, that the Company retaliated
against him for exposing its allegedly fraudulent conduct. When General Dynamics asserted that
Samaan’s employment agreement required the arbitration of his claims, the parties agreed to
arbitrate. The arbitrator subsequently held a hearing on General Dynamics’s motion for
summary disposition, after which he issued an award in favor of the Company. Samaan then
filed a motion in the district court to vacate the arbitration award. The court denied the motion.
For the reasons set forth below, we AFFIRM the judgment of the district court.
I. BACKGROUND
A. Factual background
Samaan, who had been employed as an engineer with General Dynamics since 1977,
came to believe that the Company was using the wrong shock-and-vibration testing methods on
Stryker armored vehicles developed for use by the Army in Afghanistan and Iraq. The use of the
allegedly incorrect testing methods led, in turn, to General Dynamics submitting purportedly
erroneous reports detailing the shock-and-vibration specifications for the vehicles.
Samaan alleged that, on numerous occasions between 2004 and 2010, he raised his
concerns with the shock-and-vibration testing and the corresponding reports to various General
Dynamics personnel. According to Samaan, General Dynamics failed to take appropriate action
to remedy these deficiencies. He therefore “filed a formal claim of data misrepresentation, fraud,
and retaliation” with the Company’s Human Resources Department in the fall of 2010.
General Dynamics allegedly gave Samaan his first poor performance evaluation in
January 2011. Samaan contends that he was then told that his evaluation “would improve if he
would ‘forget’ about the testing misrepresentation and fraud.” He responded by filing a second
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 3
complaint with the Human Resources Department. In addition, Samaan escalated his concerns
about the shock-and-vibration testing—this time to the president, vice president, and general
counsel of General Dynamics. But they declined to alter the testing. General Dynamics
contends that it responded to Samaan’s “concerns by conducting multiple detailed investigations,
and determined at the end of each of those investigations that [his] allegations were unfounded
and that its shock and vibration testing procedures were appropriate under the Army’s testing
standard.”
In May and June 2011, dissatisfied with the responses that he had received inside General
Dynamics, Samaan voiced his concerns regarding the testing to the Army’s liaison to the
Company at the Army’s Aberdeen Test Center. On June 9, 2011, after Samaan informed
personnel at General Dynamics of his discussions with the liaison, he was “suspended without
pay pending an investigation into his complaints and objections.” General Dynamics asserts that
it launched the investigation after learning that Samaan had violated Company policy by sending
sensitive corporate information to two personal email accounts belonging to himself and his son.
Samaan subsequently resigned on July 1, 2011, after the Human Resources Department allegedly
notified him that it would be recommending his termination.
B. Procedural background
1. Proceedings prior to arbitration
In September 2011, Samaan filed a complaint against General Dynamics in the United
States District Court for the Eastern District of Michigan. Samaan alleged, in his capacity as a
relator, that General Dynamics had “presented claims for payment to the United States knowing
such claims were false,” in violation of the False Claims Act (FCA), 31 U.S.C. §§ 3729–33,
based on the purportedly erroneous shock-and-vibration specifications detailed in its reports to
the Army. In his personal capacity, Samaan alleged that General Dynamics had retaliated
against him in violation of the FCA, the Michigan Whistleblowers’ Protection Act (WPA), Mich.
Comp. Laws §§ 15.361–69, and Michigan public policy. Samaan never submitted the complaint
to the U.S. Attorney General for consideration of whether to intervene in Samaan’s relator claim.
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 4
He subsequently filed an amended complaint, adding claims of age discrimination under both
federal and Michigan law, but removing his claim as a relator under the FCA.
In March 2012, General Dynamics filed a motion to dismiss the amended complaint or, in
the alternative, to stay the action and compel arbitration under the Federal Arbitration Act
(FAA), 9 U.S.C. §§ 1–16. General Dynamics supported its motion by arguing that, as a
condition of Samaan’s employment, he was required to arbitrate his claims against the Company.
During a hearing on General Dynamics’s motion in May 2012, Samaan agreed to arbitrate the
claims set forth in his amended complaint. The district court then entered an order granting
General Dynamics’s motion, dismissing the amended complaint without prejudice, and retaining
jurisdiction in accordance with the FAA for the purpose of “confirming, vacating or correcting
any arbitration award and enforcing the parties’ arbitration agreement.”
2. Proceedings during arbitration
Samaan and General Dynamics subsequently executed, through counsel, a written
arbitration agreement (the Agreement). The Agreement named James J. Rashid, a former state-
court judge in Michigan, as the sole arbitrator, and it delineated procedures for discovery,
dispositive motions, and an “arbitration hearing.” With respect to dispositive motions, the
Agreement contemplated “a hearing ordered by the Arbitrator . . . as the Arbitrator deems
necessary.” As for the arbitration hearing, the parties could present documentary evidence as
well as witnesses who would be subject to both direct and cross-examination. The Agreement
further mandated that the “award shall be made no later than 30 days from the date of the closing
of the hearing.”
In July 2013, following approximately 12 months of discovery, General Dynamics filed a
motion for summary disposition with Judge Rashid. After Samaan filed a response to the motion
and a sur-reply to General Dynamics’s reply, Judge Rashid held a hearing on the Company’s
motion on November 18, 2013. The hearing was neither recorded nor transcribed. Despite the
absence of any record evidence concerning the content of the hearing, Samaan’s appellate brief
advances the following narrative of the proceedings:
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 5
Samaan estimates [that the hearing] lasted ten minutes total. Oral arguments
briefly focused on Samaan’s claim of age discrimination. Each party spoke for
approximately five minutes. The arbitrator spent the next thirty minutes focused
on two subjects. First, he insisted Samaan “must settle” because the arbitrator
could not or wished not to conduct a trial. Second, the arbitrator reflected on his
own career disappointment when he was circuit judge in Wayne County,
Michigan. He recalled that he was transferred unceremoniously from one court to
another. Samaan understood that the arbitrator was attempting to use his own
personal experience as an example, urging Samaan to follow suit by accepting his
constructive discharge and moving on.
Samaan alleges that during the brief oral arguments, the arbitrator declared
that he had already reviewed General Dynamics’ Briefs and the accompanying
documents that were submitted in paper format. However, the arbitrator stated
that he had not had a chance to review Samaan’s briefs and documents that were
submitted because they had been submitted electronically. Shortly thereafter, the
arbitrator stated that the case was too legally “complicated” for him. . . .
General Dynamics disputes the accuracy of Samaan’s recollection. In particular, the Company
does not recall Judge Rashid ever saying that the case was “too complicated” for him or that he
had not read Samaan’s briefs.
On May 17, 2015, Judge Rashid issued a seven-page award granting General Dynamics’s
motion for summary disposition. Judge Rashid first evaluated two elements common to each of
Samaan’s legal theories—namely, whether Samaan had demonstrated “an adverse employment
action and that the legitimate non-discriminatory reasons given for his termination are pretext.”
With respect to the adverse employment action, Judge Rashid concluded that there was no
genuine dispute of material fact that Samaan’s poor performance evaluation failed to qualify as
an adverse employment action because there was no evidence that the evaluation impacted
Samaan’s compensation. Judge Rashid further concluded that there was no genuine dispute that
Samaan’s resignation did not qualify as an adverse employment action because General
Dynamics’s conduct was not “so severe that a reasonable person in the employee[’]s place would
feel compelled to resign.” Turning to pretext, Judge Rashid concluded that there was no genuine
dispute that the Company’s stated reason for recommending termination—that Samaan
forwarded “company sensitive information” to personal email accounts, in violation of General
Dynamics’s policy—was not pretextual.
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 6
Judge Rashid then analyzed each of Samaan’s claims in more detail and concluded that
none had merit. For instance, Judge Rashid concluded that the FCA claim failed because there
was “no evidence to show that [Samaan’s] complaints were done in furtherance of a F.C.A.
action.” And Judge Rashid decided that Samaan’s WPA claim failed because there was “no
evidence that [Samaan] reported or was ‘about to report’ to a ‘public body’ as defined by the
statute.” Accordingly, Judge Rashid dismissed all of Samaan’s claims with prejudice.
3. Proceedings after the arbitrator’s award
Samaan subsequently filed a pro se motion in the district court to vacate the arbitration
award under the FAA. See 9 U.S.C. § 10. General Dynamics filed a response requesting that the
court deny Samaan’s motion and confirm the award. In September 2015, the court denied
Samaan’s motion, confirmed the award in favor of General Dynamics, and denied all other
pending motions as moot. Samaan now appeals.
II. ANALYSIS
A. Standard of review
When reviewing a district court’s decision either vacating or confirming an arbitrator’s
award under the FAA, we apply the clear-error standard to the court’s findings of fact, but we
review questions of law de novo. Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Jaros, 70 F.3d
418, 420 (6th Cir. 1995) (citing First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 947–49
(1995)).
B. The Federal Arbitration Act
Generally, there are two flavors of arbitration cases: labor arbitrations pursuant to
collective-bargaining agreements and commercial arbitrations pursuant to other agreements.
Review of the former class of cases is governed by federal labor law, such as the Railway Labor
Act and the Labor Management Relations Act, see Bhd. of Locomotive Eng’rs & Trainmen v.
United Transp. Union, 700 F.3d 891, 899–900 (6th Cir. 2012); Titan Tire Corp. of Bryan v.
United Steelworkers of Am., Local 890L, 656 F.3d 368, 371–72 (6th Cir. 2011), whereas the
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 7
FAA frames the review of the latter, see Hall St. Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576,
581–82 (2008).
Although labor arbitrations and commercial arbitrations share certain legal concepts,
these areas of law are not interchangeable. This distinction reflects the understanding that,
“[r]ather than signaling the ‘breakdown in the working relationship of the parties,’ as it does in a
commercial setting, labor arbitration ‘is at the very heart of the system of industrial self-
government.’” Bhd. of Locomotive Eng’rs & Trainmen, 700 F.3d at 900 (quoting United
Steelworkers of Am. v. Warrior & Gulf Navigation Co., 363 U.S. 574, 581 (1960)). Mindful of
this distinction, we will apply the FAA to our review of the instant case because it falls into the
commercial-arbitration category.
The FAA expresses a “federal policy favoring arbitration.” Bratt Enters., Inc. v. Noble
Int’l Ltd., 338 F.3d 609, 613 (6th Cir. 2003) (quoting Volt Info. Scis., Inc. v. Bd. of Trs. of Leland
Stanford Junior Univ., 489 U.S. 468, 475–76 (1989)). “When courts are called on to review an
arbitrator’s decision, the review is very narrow; it is one of the narrowest standards of judicial
review in all of American jurisprudence.” Uhl v. Komatsu Forklift Co., Ltd., 512 F.3d 294, 305
(6th Cir. 2008) (brackets and citation omitted). “Courts must refrain from reversing an arbitrator
simply because the court disagrees with the result or believes the arbitrator made a serious legal
or factual error.” Solvay Pharm., Inc. v. Duramed Pharm., Inc., 442 F.3d 471, 476 (6th Cir.
2006) (brackets, citation, and emphasis omitted).
On application of one of the parties, a district court possessing a basis for subject-matter
jurisdiction independent of the FAA must issue an order confirming an arbitrator’s award “unless
the award is vacated, modified, or corrected as prescribed in” 9 U.S.C. §§ 10 and 11. 9 U.S.C.
§ 9; see also Hall St., 552 U.S. at 581–82 (noting that the FAA “bestow[s] no federal
jurisdiction” over “controversies touching arbitration”). Samaan requested that the district court
vacate the award. An arbitration award can be vacated under the FAA in only four situations:
(1) where the award was procured by corruption, fraud, or undue means;
(2) where there was evident partiality or corruption in the arbitrators, or either
of them;
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 8
(3) where the arbitrators were guilty of misconduct in refusing to postpone the
hearing, upon sufficient cause shown, or in refusing to hear evidence
pertinent and material to the controversy; or of any other misbehavior by
which the rights of any party have been prejudiced; or
(4) where the arbitrators exceeded their powers, or so imperfectly executed
them that a mutual, final, and definite award upon the subject matter
submitted was not made.
9 U.S.C. § 10(a); see also Hall St., 552 U.S. at 578 (holding that the statutory grounds
enumerated in § 10 are the exclusive means under the FAA to vacate an arbitrator’s award);
Grain v. Trinity Health, Mercy Health Servs. Inc., 551 F.3d 374, 378 (6th Cir. 2008) (same).
Prior to the Supreme Court’s decision in Hall Street, the Sixth Circuit held that, as an
alternative to the grounds in 9 U.S.C. § 10, an arbitrator’s award could be vacated on “a separate
judicially created basis . . . where the arbitration award was made in manifest disregard of the
law.” Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Jaros, 70 F.3d 418, 421 (6th Cir. 1995)
(citation and internal quotation marks omitted). Whether “manifest disregard of the law” may
still supply a basis for vacating an arbitrator’s award as “a judicially created supplement to the
enumerated forms of FAA relief” after Hall Street is an open question. Grain, 551 F.3d at 380(citation and internal quotation marks omitted); see also Stolt-Nielsen S.A. v. AnimalFeeds Int’l
Corp., 559 U.S. 662, 672 n.3 (2010) (declining to decide whether the manifest-disregard
standard of review survived Hall Street either “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 likewise have no need to resolve this question because Samaan does not argue in his
appellate briefs that manifest disregard of the law is a basis for vacating the arbitration award.
See Kuhn v. Washtenaw County, 709 F.3d 612, 624 (6th Cir. 2013) (“This court has consistently
held that arguments not raised in a party’s opening brief, as well as arguments adverted to in only
a perfunctory manner, are waived.”); Solvay Pharm., 442 F.3d at 475 n.3 (declining to address
whether manifest disregard of the law merited vacatur when the appellant “attack[ed] the
lawfulness of the arbitration award” but did “not charge that such error was in ‘manifest
disregard of the law’ or discuss any of our cases articulating the doctrine”). Accordingly, we
will evaluate only whether Samaan’s claims satisfy any of the grounds enumerated in 9 U.S.C.
§ 10(a).
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 9
C. Samaan’s claims for vacatur under the FAA
Like Gaul, Samaan’s claims can be divided into three parts. The first claim focuses on
Samaan’s argument that the arbitration award should be vacated because of the delay between
the summary-disposition hearing and the issuance of the award. Samaan’s second claim is based
on his contention that several of Judge Rashid’s actions and inactions during the arbitration
proceedings require vacatur. Finally, Samaan argues that the award should be vacated because
his actions fulfilled his moral and ethical obligations to expose fraud. We will address each
group of claims in turn.
1. Judge Rashid was not required to rule on General Dynamics’s motion for
summary disposition within 30 days of the motion hearing
Samaan first argues that the arbitration award should be vacated because it was issued
more than 30 days after the hearing on General Dynamics’s motion for summary disposition. To
support this argument, Samaan points to the language in Paragraph 16 of the Agreement stating
that “[t]he award shall be made no later than 30 days from the date of the closing of the hearing.”
Samaan interprets this language to mean that Judge Rashid was required to issue his award
within 30 days of the November 18, 2013 hearing on General Dynamics’s motion for summary
disposition. Judge Rashid therefore “disregarded this unambiguous language” of the Agreement,
the argument goes, by not issuing his award in favor of General Dynamics until May 17, 2015.
Samaan contends that by issuing a delinquent award, Judge Rashid exceeded his powers under
the Agreement, thereby violating both 9 U.S.C. § 10(a)(4) and public policy.
“[T]he interpretation of an arbitration agreement is generally a matter of state law.”
Stolt-Nielsen, 559 U.S. at 681. Accordingly, we “apply[] general state-law principles of contract
interpretation to the interpretation of an arbitration agreement.” Bratt Enters., Inc. v. Noble Int’l
Ltd., 338 F.3d 609, 613 (6th Cir. 2003) (quoting Volt Info. Scis., Inc. v. Bd. of Trs. of Leland
Stanford Junior Univ., 489 U.S. 468, 475 (1989)). These principles instruct courts to “enforce
contract language in accordance with its plain and commonly used meaning, being careful to
enforce specific and well-recognized terms.” Whitehouse Condo. Grp., LLC v. Cincinnati Ins.
Co., 569 F. App’x 413, 416 (6th Cir. 2014). But “[a] contract should be read as a whole
instrument and with the goal of enforcing the intent of the parties.” Id. Moreover, “contracts
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 10
must be construed consistent with common sense and in a manner that avoids absurd results.”
Kellogg Co. v. Sabhlok, 471 F.3d 629, 636 (6th Cir. 2006).
When read in isolation, the above-quoted language of the Agreement appears to support
Samaan’s argument. A motion hearing is, after all, a hearing, and Paragraph 16 of the
Agreement declares that “[t]he award shall be made no later than 30 days from the date of the
closing of the hearing.” There is a certain simplicity to this line of argument. Other provisions
of the Agreement, however, reveal fatal flaws in Samaan’s proposed interpretation.
Dispositive motions, like General Dynamics’s motion for summary disposition, are
governed by Paragraph 5 of the Agreement, which contemplates “a hearing ordered by the
Arbitrator . . . as the Arbitrator deems necessary.” This permissive language undercuts the
argument that “the hearing” in Paragraph 16 includes a hearing on a dispositive motion because
this inclusion would lead to nonsensical results. See Kellogg Co., 471 F.3d at 636. To wit, if
Paragraph 16 were deemed applicable to a hearing on a dispositive motion, then an arbitrator’s
decision to hold such a hearing would trigger a 30-day clock for issuing his ruling. On the other
hand, if the arbitrator decided not to hold a hearing on the motion, then he would be subject to no
time limit at all. Samaan’s reading of Paragraph 16, in conjunction with Paragraph 5, therefore
would create little incentive for an arbitrator to hold a hearing on a dispositive motion.
The uncomfortable fit that results from interpreting Paragraph 16’s 30-day limit to apply
to hearings on dispositive motions is further underscored by the fact that a ruling on a dispositive
motion does not necessarily result in an arbitration award. Paragraph 16 imposes a 30-day clock
only on the issuance of “the award.” True enough, if the arbitrator decided that there were no
genuine disputes of material fact, a dispositive motion could result in an award. On the other
hand, if the arbitrator decided that there was a genuine dispute of material fact, then his denial of
the dispositive motion would not result in an award for either party, and the matter would
proceed to a trial-like arbitration hearing as detailed in the Agreement. The absence of an award
would correspondingly exempt the arbitrator from the 30-day limit in Paragraph 16.
So, if Samaan’s interpretation is correct, an arbitrator deciding a dispositive motion
would be subject to the 30-day limit only if he held a hearing on the motion, subsequently
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 11
granted the motion, and issued an award. Samaan’s interpretation of Paragraph 16 therefore
leads to the bizarre result that the applicability of the 30-day limit to dispositive motions would
depend on (1) whether the arbitrator decided to hold a motion hearing, and (2) whether he
ultimately granted or denied the motion.
Nor does exempting dispositive motions from the 30-day limit reduce the provision to
surplusage. See People v. McGraw, 771 N.W.2d 655, 659 (Mich. 2009) (“In interpreting a
statute, we avoid a construction that would render part of the statute surplusage or nugatory.”).
Paragraph 16 follows several paragraphs detailing the protocol for an “arbitration hearing,”
during which both parties would be able to submit evidence, including witnesses who would be
subject to cross-examination. The hearing contemplated in Paragraph 16 is the arbitration
equivalent of a trial. Thus, the most direct way to impart meaning to the 30-day time limit, while
also avoiding the awkwardness of applying it to hearings on dispositive motions, is to cabin its
application to a trial-like arbitration hearing. This interpretation avoids rendering the 30-day
time limit surplusage, see McGraw, 771 N.W.2d at 659, avoids illogical results, see Kellogg,
471 F.3d at 636, and offers the best interpretation of Paragraph 16 when the language of the
Agreement is considered as a whole, see Whitehouse Condo. Grp., LLC v. Cincinnati Ins. Co.,
569 F. App’x 413, 416 (6th Cir. 2014).
In response, Samaan cites Huntington Alloys, Inc. v. United Steelworkers of America,
623 F.2d 335 (4th Cir. 1980), a labor-arbitration case involving a contractual deadline for the
issuance of an award. But we find his reliance on Huntington Alloys unpersuasive. Although the
court in that case vacated an arbitration award based on the violation of a provision similar to
Paragraph 16, the arbitrators in Huntington Alloys actually held a trial-like hearing before issuing
the award beyond the specified time limit. Id. at 336–38. Further, the collective-bargaining
agreement in Huntington Alloys provided that the decision of the arbitrators would not be
binding unless it was delivered to the parties within the specified time limit, id. at 336; here, the
Agreement contains no such provision and instead authorizes the arbitrator to unilaterally modify
any deadline. These salient differences preclude Samaan from successfully relying on
Huntington Alloys for the proposition that Paragraph 16 requires that we vacate the award
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 12
because of Judge Rashid’s failure to render it within 30 days after the hearing on General
Dynamics’s dispositive motion.
2. Judge Rashid’s alleged actions and inactions during the arbitration
proceedings are not sufficient bases for vacatur under the FAA
Samaan next argues that the award should be vacated under 9 U.S.C. § 10(a)(2)–(4)
because Judge Rashid evidenced partiality, committed misconduct by refusing to hear evidence,
prejudiced Samaan’s rights through his misbehavior, and imperfectly executed his powers in a
way that demonstrated the absence of a “mutual, final, and definite award.” To support his
claims, Samaan points to (1) three sets of remarks that Judge Rashid allegedly made during the
hearing on General Dynamics’s motion for summary disposition, (2) Judge Rashid’s failure to
hold an evidentiary hearing, (3) the alleged inclusion of language from General Dynamics’s
briefs in the written award, and (4) Judge Rashid’s alleged failure to address all of Samaan’s
arguments opposing summary disposition. Although Samaan neither analyzes nor cites any
factually similar cases that would support vacatur based on these allegations, we will
nevertheless address each of these bases in turn.
The first basis focuses on the comments that Judge Rashid allegedly made at the motion
hearing. Samaan contends that Judge Rashid (1) admitted that he had not reviewed Samaan’s
documents before the hearing, (2) stated that the case was too complicated for him, and
(3) discussed his own career woes as a way of urging Samaan to settle. As the party seeking
vacatur, Samaan bears the burden of producing evidence to support his claim. See Uhl v.
Komatsu Forklift Co., Ltd., 512 F.3d 294, 306 (6th Cir. 2008) (holding that a party asserting
evident partiality as a basis for vacatur bears the burden of “establish[ing] specific facts that
indicate improper motives on the part of the arbitrator” (citation omitted)); Jamoua v. CCO Inv.
Servs. Corp., No. 09-13604, 2010 WL 891148, at *1 (E.D. Mich. Mar. 10, 2010) (“The burden is
on the party seeking to vacate the award . . . to come forward with evidence in support of its
claim . . . .”).
But nothing other than Samaan’s unsworn allegations support his characterization of
what Judge Rashid said at the motion hearing. Samaan has pointed to no record evidence—
whether a transcript, recording, or sworn statement—that lends support to his account, and
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 13
General Dynamics contests Samaan’s description of what Judge Rashid said. This failure to
substantiate his assertions with record evidence is fatal to this set of Samaan’s claims. See Elec.
Data Sys. Corp. v. Donelson, 473 F.3d 684, 692 (6th Cir. 2007) (concluding that, “[b]ecause no
record exists of the arbitration hearing held in this case, it is impossible to determine” what was
said at the hearing); Univ. Commons-Urbana, Ltd. v. Universal Constructors Inc., 304 F.3d
1331, 1337 (11th Cir. 2002) (noting that, “since the hearings were not transcribed, we cannot
even look at questions or offhand remarks by the arbitrators for possible evidence” supporting
vacatur of an arbitration award); Jamoua, 2010 WL 891148, at *5 (“Where, as here, the party
moving to vacate the award provides no transcript or record evidence, but presents only self-
serving and conclusory allegations unsupported by any record evidence, it is impossible for this
Court to determine that the [arbitration] Panel was guilty of misconduct.”).
Samaan also argues that the arbitration award should be vacated because Samaan did not
receive an evidentiary hearing in which he could present evidence or call witnesses. As noted
above, however, Samaan points to no caselaw (and we are aware of none) holding that an
arbitrator’s failure to hold an evidentiary hearing merits vacatur under 9 U.S.C. § 10. See
Louisiana D. Brown 1992 Irrevocable Tr. v. Peabody Coal Co., 205 F.3d 1340, at *5–6 (6th Cir.
2000) (unpublished table decision) (rejecting a plaintiff’s claim that an “absolute right” to an
evidentiary hearing exists in arbitration); Warren v. Tacher, 114 F. Supp. 2d 600, 602–03 (W.D.
Ky. 2000) (“Plaintiffs cite no authority that they are automatically entitled to a full-blown
evidentiary hearing following discovery, and the court is aware of none.”).
Moreover, with respect to dispositive motions, Paragraph 5 of the Agreement explicitly
provides for “a hearing ordered by the Arbitrator . . . as the Arbitrator deems necessary.” This
permissive language establishes the parties’ agreement that Samaan’s claims could be resolved
based on a dispositive motion without even a motion hearing, let alone an evidentiary hearing.
Indeed, given that district courts across the country frequently grant summary judgment against
plaintiffs without an evidentiary hearing, based on Rule 56 of the Federal Rules of Civil
Procedure, the argument that such a protocol is impermissible when adopted by an arbitrator is
unpersuasive—particularly where, as here, the relevant arbitration agreement permits such a
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 14
course. Accordingly, the absence of an evidentiary hearing does not merit vacatur of the
arbitration award under the FAA.
Samaan further argues that the award should be vacated because the written award
“blatantly copied word-for-word language from General Dynamics[’s] briefs.” The veracity of
Samaan’s contention is hard to evaluate because he fails to identify what language was in fact
copied verbatim. But even assuming that Samaan’s assertion is true, he—yet again—cites no
caselaw substantiating his position that such behavior indicates bias sufficient to merit vacatur
under 9 U.S.C. § 10. Moreover, federal courts are permitted to incorporate language from
parties’ submissions into their orders. Kilburn v. United States, 938 F.2d 666, 672 (6th Cir.
1991) (“While the Supreme Court in Anderson [v. City of Bessemer City, 470 U.S. 564, 572
(1985),] discouraged verbatim adoption by district courts of a party’s proposed findings of fact
and conclusions of law, it still held, however, that district court findings are subject to the clearly
erroneous standard . . . .”). Samaan offers no rationale for why such behavior is permissible for
courts but not for arbitrators. This basis for vacating the award is therefore without merit.
Samaan’s last contention regarding this related group of claims is that the arbitration
award should be vacated on the basis that Judge Rashid “failed to address several issues Samaan
had raised, ignoring questions involving Samaan’s indefinite suspension and the derogatory
statements that Samaan’s supervisor used in his 2010 performance evaluation.” A
decisionmaker does not necessarily err simply because he or she does not address every
argument raised by one of the parties. United States v. Collazo, 818 F.3d 247, 260 (6th Cir.
2016) (finding no error in the district court’s failure to address a nondispositive issue raised by a
party). And to the extent that the issues allegedly ignored were outcome-determinative,
Samaan’s argument is best characterized as a challenge to Judge Rashid’s legal conclusions. But
a legal error committed by an arbitrator is insufficient for vacatur under the FAA. See Solvay
Pharm., Inc. v. Duramed Pharm., Inc., 442 F.3d 471, 476 (6th Cir. 2006) (“Courts must refrain
from reversing an arbitrator simply because the court disagrees with the result or believes the
arbitrator made a serious legal or factual error.” (brackets, citation, and emphasis omitted)).
Samaan’s claim that Judge Rashid ignored certain issues could perhaps be viewed as a
claim that he demonstrated “manifest disregard for the law.” See Merrill Lynch, Pierce, Fenner
No. 15-2277 Samaan v. General Dynamics Land Sys. Page 15
& Smith, Inc. v. Jaros, 70 F.3d 418, 421 (6th Cir. 1995) (“When faced with questions of law, an
arbitration panel does not act in manifest disregard of the law unless (1) the applicable legal
principle is clearly defined and not subject to reasonable debate; and (2) the arbitrators refused to
heed that legal principle.”). Although such disregard might still be a permissible basis for
vacatur of an arbitration award, see Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662,
672 n.3 (2010), we need not address this question because, as noted above, Samaan has not
developed such an argument on appeal, see Kuhn v. Washtenaw County, 709 F.3d 612, 624 (6th
Cir. 2013); Solvay Pharm., 442 F.3d at 475 n.3.
3. The FAA does not allow for vacatur based on the fulfillment of moral and
ethical obligations
Samaan’s final argument is that the arbitration award should be vacated because Samaan
believed that he was fulfilling his moral and ethical obligations to expose fraud. Tellingly,
Samaan again cites no legal authority to support this argument. This omission is unsurprising
given that, as noted above, we can vacate an arbitrator’s award under the FAA only under the
circumstances enumerated in 9 U.S.C. § 10. Whether Samaan believed that he was fulfilling his
ethical and moral obligations is therefore legally irrelevant in the present case because the FAA
does not recognize such behavior as a basis for vacating an arbitrator’s award. See 9 U.S.C.
§ 10(a). We accordingly conclude that Samaan’s attempt to vacate the award on this basis fails.
III. CONCLUSION
For all of the reasons set forth above, we AFFIRM the judgment of the district court.