Leonard Bosack v. David Soward ( 2009 )

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
IN THE MATTER OF THE 
ARBITRATION BETWEEN,
LEONARD BOSACK; SANDY LERNER;
CARTESIAN PARTNERS LP; THE
LEONARD BOSACK TRUST; THE
SANDY LERNER TRUST; RICHARD
TROIANO; THE & TRUST; & CAPITAL
No. 08-35248

PARTNERS; THE LEONARD X.
BOSACK AND BETTE M. KRUGER D.C. No.
CHARITABLE FOUNDATION, INC.; 2:07-cv-00574-TSZ
CAPITAL INC,
Petitioners-Appellants,
v.
DAVID C. SOWARD; & MANAGEMENT
COMPANY,
Respondents-Appellees.

9501
9502 BOSACK v. SOWARD
IN THE MATTER OF THE ARBITRATION 
BETWEEN,
LEONARD BOSACK; SANDY LERNER;
CARTESIAN PARTNERS LP; THE
LEONARD BOSACK TRUST; THE
SANDY LERNER TRUST; RICHARD
TROIANO; THE & TRUST; & CAPITAL No. 08-35458

PARTNERS; THE LEONARD X. D.C. No.
BOSACK AND BETTE M. KRUGER 2:07-cv-00574-TSZ
CHARITABLE FOUNDATION, INC.;
OPINION
CAPITAL INC,
Petitioners-Appellants,
v.
DAVID C. SOWARD; & MANAGEMENT
COMPANY,
Respondents-Appellees.

Appeal from the United States District Court
for the Western District of Washington
Thomas S. Zilly, Senior District Judge, Presiding
Argued and Submitted
June 4, 2009—Seattle, Washington
Filed July 23, 2009
Before: William C. Canby, Jr., David R. Thompson and
N. Randy Smith, Circuit Judges.
Opinion by Judge Thompson
9506 BOSACK v. SOWARD
COUNSEL
Kathleen M. Sullivan, Redwood Shores, California, for the
appellant, Bosack.
Steven Smith, San Francisco, California, for the appellant,
Lerner.
J. Daniel Sharp, San Francisco, California, for the appellees.
OPINION
THOMPSON, Senior Circuit Judge:
Leonard Bosack (“Bosack”) and Sandy Lerner (“Lerner”)
entered into arbitration with their former financial manager,
David C. Soward (“Soward”) to resolve multiple disputes
arising out of the parties’ soured relationship.
The panel of arbitrators (“panel”) made several interim
awards, one of which was final, and one Final Award. Soward
prevailed on his conversion and tort claims, and was awarded
substantial compensatory and punitive damages as well as
attorney fees and costs. The district court confirmed the
award. Bosack and Lerner appeal. We have jurisdiction under
28 U.S.C. § 1291 and we affirm.
BACKGROUND
Bosack and his wife Lerner were the founders of Cisco
Systems. They employed Soward as their investment man-
ager. The three formed & Capital Partners, L.P., (“& Capi-
tal”). Soward served as the general partner, and Bosack and
Lerner were limited partners.
Several years later, Bosack and Soward formed Cartesian,
a second partnership, for the purpose of managing Bosack’s
BOSACK v. SOWARD 9507
“high touch” investments. Soward was the general partner of
Cartesian; Bosack was a limited partner. A written partnership
agreement for Cartesian (the “Wood Agreement”) was
drafted, but never signed.
A decade or so later, Bosack and Lerner began to suspect
Soward had breached his fiduciary duties in managing their
assets. They discovered that Soward had made undocumented
loans to himself and his friends. Soward was removed as the
general partner of & Capital, and of Cartesian. Bosack and
Lerner then formed SLLB, L.L.C., and it replaced Soward as
the general partner of Cartesian.
Soward demanded arbitration, seeking (among other
things) a dissolution of Cartesian and an accounting of his
partnership interest. Bosack and Lerner participated with
Soward in the arbitration proceeding. It lasted two years, dur-
ing which more than sixty days of hearings were held, more
than twenty witnesses testified, and over five hundred exhibits
were entered into evidence. Due to the complicated nature of
the proceedings, the parties agreed to proceed in stages. The
panel entered a series of five interim awards, and then one
Final Award.
The results of the awards were mixed. In Interim Award 1,
the panel determined that the terms of the Wood Agreement
governed the Cartesian partnership, though that agreement
had never been signed. The panel determined that Soward
breached his fiduciary duties, but that Bosack had no right to
remove him as a general partner of Cartesian. Under the terms
of the Wood Agreement, the panel held that Soward remained
a limited partner in Cartesian after he was removed as the
general partner. The panel concluded that the value of Sow-
ard’s partnership should be calculated as of September 30,
2006. Interim Award 1 was not made final.
Interim Award 2 is not involved in this appeal.
9508 BOSACK v. SOWARD
In Interim Award 3, the panel determined the value of Sow-
ard’s partnership interest was $1,496,391. Award 3 was the
only interim award the arbitration panel made final and imme-
diately enforceable.
In Interim Award 4, the panel ruled in favor of Soward on
two tort claims. After Bosack removed Soward as the general
partner of Cartesian, the panel determined that, under Dela-
ware law, Soward was entitled to an accounting and a prompt
distribution of his partnership interest. The panel found that
Bosack had breached his fiduciary duties to Soward by failing
to provide him with an accounting and distribution, and by
improperly taking control of all the Cartesian assets. The
panel also found Bosack and Lerner liable for conversion by
their improper appropriation of Soward’s interest in Cartesian.
Damages awarded under Interim Award 4 were subject to a
credit for payments made to satisfy Interim Award 3.
In Interim Award 5, the panel ruled that Bosack and Lerner
had “acted with malice and oppression,” and that Soward was
entitled to punitive damages of $10,999,494 against Bosack,
and $8,555,162 against Lerner.
Bosack and Lerner moved the district court to vacate
Interim Awards 4 and 5, as well as the panel’s Hearing Order
No. 49 (finding that punitive damages applied). They also
asked the district court to vacate the Final Award as to Sow-
ard’s tort claims and punitive damages, and the award of
related costs and attorney fees. The district court denied that
motion and confirmed the panel’s Final Award, which incor-
porated its earlier interim awards.
STANDARD OF REVIEW
We review de novo the district court’s confirmation of the
Final Award entered by the arbitration panel. Comedy Club,
Inc. v. Improv West Assocs., 553 F.3d 1277, 1284 (9th Cir.
2009) (hereinafter “Comedy Club II“). Our review is limited
BOSACK v. SOWARD 9509
by the Federal Arbitration Act (“FAA”), which “enumerates
limited grounds on which a federal court may vacate, modify,
or correct an arbitral award.” Kyocera Corp. v. Prudential-
Bache Trade Servs., Inc., 341 F.3d 987, 994 (9th Cir. 2003).
“Neither erroneous legal conclusions nor unsubstantiated fac-
tual findings justify federal court review of an arbitral award
under the statute, which is unambiguous in this regard.” Id.Under § 9 of the FAA1, “a court ‘must’ confirm an arbitration
award ‘unless’ it is vacated, modified, or corrected ‘as pre-
scribed’ in §§ 10 and 11.” Hall St. Assocs., L.L.C., v. Mattel,
Inc., 128 S. Ct. 1396, 1402 (2008) (citing 9 U.S.C. § 10(a)).
DISCUSSION
Bosack and Lerner argue Awards 4 and 5, and the portion
of the Final Award confirming those awards, should be
vacated because: (1) the panel allegedly violated Rule 46 of
the Commercial Arbitration Rules of the American Arbitra-
tion Association (“Rule 46”) and the functus officio doctrine,
(2) the panel manifestly disregarded the law, and (3) the
appealed awards are completely irrational. They also appeal
the award of attorney fees and costs.
I
[1] Rule 46 provides that “[t]he arbitrator is not empowered
to redetermine the merits of any claim already decided.” This
rule essentially codifies the common law doctrine of functus
officio, which “forbids an arbitrator to redetermine an issue
which he has already decided.” McClatchy Newspapers v.
Central Valley Typographical Union No. 46, 686 F.2d 731,
734 n.1 (9th Cir. 1982) (quoting La Vale Plaza, Inc. v. R.S.
Norman, Inc., 378 F.2d 569, 573 (3d Cir. 1967)). We include
both Rule 46 and functus officio in our references to functus
officio.
1
Unless otherwise noted, all subsequent statutory citations refer to the
FAA.
9510 BOSACK v. SOWARD
A
[2] Before determining whether the arbitrators violated the
functus officio doctrine, we must first address a threshold
question: whether or not the functus officio doctrine may be
applied to an interim award. This is a question of first impres-
sion in our circuit.
[3] The Eighth Circuit has held that an interim award may
be deemed final for functus officio purposes if the award
states it is final, and if the arbitrator intended the award to be
final. See, e.g., Legion Ins. Co. v. VCW, Inc., 198 F.3d 718,
720 (8th Cir. 1999). We adopt the criteria used by the Eighth
Circuit, and apply them to the instant case.
Only Interim Award 3 satisfies the criteria for finality. The
panel explicitly stated that Interim Awards 1, 2, 4, and 5 were
not final. Furthermore, as the district court correctly found,
the panel expressly reserved jurisdiction over all issues (with
the exception of the accounting performed in Award 3) until
issuance of the final award. Of the five interim awards, only
Award 3 was expressly made final. Thus, only Award 3 may
be deemed final for purposes of the functus officio doctrine.
B
Under either Rule 46 or the functus officio doctrine, Bosack
and Lerner’s argument boils down to the same core conten-
tion: they contend the panel exceeded its authority by redeter-
mining the merits of Award 3 in Award 4. They claim that in
Award 3, the panel ruled that Soward remained a partner in
Cartesian through September 2006. They argue that the panel
“ignored and contradicted” this ruling in Award 4 by finding
that Soward ceased being a Cartesian partner in November
2003.
[4] Bosack and Lerner mischaracterize the scope of Award
3. The finding that Soward remained a partner was made in
BOSACK v. SOWARD 9511
Award 1, not in Award 3.2 In Awards 1 and 2, the panel deter-
mined that the Wood Agreement controlled the Cartesian
partnership, and determined that an accounting was required
to determine the value of Soward’s partnership interest.
Award 3 was limited in scope: its only purpose was to deter-
mine the value of Soward’s interest in Cartesian, according to
the terms of the Wood Agreement.
[5] In Award 4, the panel ruled on Soward’s claims for
breach of fiduciary duty and for conversion.3 The panel did
not revisit its decision in Award 3 or modify the accounting
or its determination of the value of Soward’s partnership
interest. The panel did not redetermine the merits of Award
3. Accordingly, neither the functus officio doctrine nor Rule
46 applies.
II
Bosack and Lerner also contend that Awards 4 and 5 were
issued in manifest disregard of the law.
Section 10(a)(4) of the FAA provides that a court may
vacate an award “where the arbitrators exceeded their pow-
ers.” 9 U.S.C. § 10(a)(4). Arbitrators exceed their powers
when they express a “manifest disregard of law,” or when
they issue an award that is “completely irrational.” Comedy
Club II, 553 F.3d at 1290 (citing Kyocera, 341 F.3d at 997).
“[F]or an arbitrator’s award to be in manifest disregard of the
law, ‘[i]t must be clear from the record that the arbitrator [ ]
recognized the applicable law and then ignored it.’ ” Comedy
2
Award 1 was not final. Thus, even if Awards 4 and 5 did modify the
panel’s determination in Award 1 that Soward remained a Cartesian part-
ner, such modification was permissible.
3
Under California law, a plaintiff “may plead cumulative or inconsistent
causes of action” in connection with the wrongful repudiation of a partner-
ship agreement. Gherman v. Colburn, 72 Cal. App. 3d 544, 564-565 (Cal.
Ct. App. 1977).
9512 BOSACK v. SOWARD
Club II, 553 F.3d at 1290 (quoting Mich. Mut. Ins. Co. v. Uni-
gard Sec. Ins. Co., 44 F.3d 826, 832 (9th Cir. 1995)) (alter-
ations in Comedy Club II).
A
Lerner contends that Award 4 violates California law,
because the panel failed to find that she personally exercised
control over Soward’s interest in Cartesian.4
[6] Lerner’s argument, in essence, amounts to an invitation
to review the panel’s factual findings and legal conclusions.
We are prohibited from doing so. “Neither erroneous legal
conclusions nor unsubstantiated factual findings justify fed-
eral court review of an arbitral award under the statute, which
is unambiguous in this regard.” Kyocera, 341 F.3d at 994.
[7] Arbitrators are not required to set forth their reasoning
supporting an award. Wilko v. Swan, 346 U.S. 427, 436
(1953), overruled in part on other grounds by Rodriguez de
Quijas v. Shearson/Am. Express, Inc., 490 U.S. 477 (1989).
An arbitrators’ “award may be made without explanation of
their reasons and without a complete record of their proceed-
ings[.]” Id. at 436. “If they choose not to do so, it is all but
impossible to determine whether they acted with manifest dis-
regard for the law.” Dawahare v. Spencer, 210 F.3d 666, 669
(6th Cir. 2000). Even if, as Lerner argues, the arbitrators
failed to make an explicit finding that she exercised personal
control over Soward’s assets, this does not warrant vacatur.
4
Lerner also contends that the panel exceeded its authority in finding
her liable for conversion in Award 4. She argues that in order to find her
liable for conversion, the panel had to pierce SLLB’s corporate veil. In her
brief on appeal, Lerner argues that because Soward never specifically
raised a veil-piercing argument, the panel could not find her liable for con-
version. This argument is meritless. The issue of whether Lerner was lia-
ble for the conversion of Soward’s interest in Cartesian was clearly before
the panel.
BOSACK v. SOWARD 9513
[8] Furthermore, “manifest disregard . . . requires ‘some-
thing beyond and different from a mere error in the law or
failure on the part of the arbitrators to understand and apply
the law.’ ” Collins v. D.R. Horton, Inc., 505 F.3d 874, 879
(9th Cir. 2007) (quoting San Martine Compania De Navega-
cion, S.A. v. Saguenay Terminals Ltd., 293 F.2d 796, 801 (9th
Cir. 1961)). “[T]o demonstrate manifest disregard, the moving
party must show that the arbitrator ‘underst[oo]d and correctly
state[d] the law, but proceed[ed] to disregard the same.” Col-
lins, 505 F.3d at 879 (quoting San Martine Compania De
Navegacion, 293 F.2d at 801) (alterations in Collins).
“[T]here must be some evidence in the record, other than the
result, that the arbitrators were aware of the law and intention-
ally disregarded it.” Lincoln Nat’l Life Ins. Co. v. Payne, 374
F.3d 672, 675 (8th Cir. 2004). Lerner has failed to point to
any evidence of this in the record.
B
Lerner also contends the panel violated § 3294(a) of the
California Civil Code by awarding punitive damages against
her, in the absence of “clear and convincing evidence” that
she acted with “oppression, fraud, or malice.”
[9] Lerner’s argument is not supported by the record. The
panel specifically found that “Lerner . . . acted with the inten-
tion of hurting Soward,” and that there was “clear and con-
vincing evidence that . . . Lerner . . . acted with malice and
oppression toward Soward.” Under California law, these find-
ings could properly form the basis for an award of punitive
damages. See Cal. Civ. Code § 3294(a).
[10] Whether or not the panel’s findings are supported by
the evidence in the record is beyond the scope of our review.
See, e.g., Kyocera, 341 F.3d at 994; Coutee v. Barrington
Capital Group, L.P., 336 F.3d 1128, 1134 (9th Cir. 2003).
The panel is not required to provide support for its findings
in its awards, or to explain its conclusions. Wilko, 346 U.S. at9514 BOSACK v. SOWARD
436. We “have no authority to re-weigh the evidence” pres-
ented to the arbitration panel. Coutee, 336 F.3d at 1134.
C
[11] Lerner and Bosack also challenge the constitutionality
of the punitive damage awards. They argue that because the
compensatory damages assessed against them were “substan-
tial,” under State Farm Mut. Auto. Ins. Co. v. Campbell, 538
U.S. 408, 425 (2003), due process dictates that the punitive
damages should not exceed a 1:1 ratio. They contend that the
panel’s award is presumptively unconstitutional, and that
none of the guideposts identified by the Supreme Court in
BMW of N. Am., Inc. v. Gore, 517 U.S. 559, 575 (1996), jus-
tify such an excessive award. The district court rejected this
argument, and held that it could not vacate the arbitration
award for excessiveness. We agree.
[12] Bosack and Lerner argue that they are not seeking
review of the award simply because it is excessive, but
because it was issued in manifest disregard of controlling
Supreme Court precedent, and therefore the arbitrators
exceeded their powers. Once again, however, Bosack and
Lerner have failed to show that the panel demonstrated a man-
ifest disregard of the law in issuing the award. The panel
extensively discussed and then applied both State Farm and
BMW. Contrary to Bosack and Lerner’s argument, the panel
did not disregard or ignore these cases. Whether the panel
misinterpreted or misapplied them is beyond the scope of our
review. See, e.g., Kyocera, 341 F.3d 1003.
The proper focus of our review for manifest disregard of
the law is the panel’s conduct, not the panel’s interpretation
of the law. See, e.g., Hall, 128 S. Ct. at 1404 (explaining that
§ 10 focuses on “extreme arbitral conduct” such as corruption,
fraud, evident partiality, misconduct, misbehavior, and
exceeding powers); Kyocera, 341 F.3d at 1003 (“[L]egal and
BOSACK v. SOWARD 9515
factual errors lie far outside the category of conduct embraced
by § 10(a)(4).”) (emphasis added).
The Eighth Circuit has clearly illustrated this distinction
between conduct and interpretation: “Manifest disregard
requires something more than a mere error of law. If an arbi-
trator, for example, stated the law, acknowledged that he was
rendering a decision contrary to law, and said that he was
doing so because he thought the law unfair, that would be an
instance of ‘manifest disregard.’ ” Lincoln Nat’l Life Ins. Co.,
374 F.3d at 675. Bosack and Lerner have failed to point to
any conduct on the part of the panel, such as the intentional
rejection of controlling precedent, that would amount to mani-
fest disregard of the law.
D
Finally, Bosack and Lerner argue that the panel violated
California law by awarding punitive damages against them for
their conduct during the arbitration proceedings.
[13] Absent an abuse of process or malicious prosecution,
“a defendant’s trial tactics and litigation conduct may not be
used to impose punitive damages in a tort action.” De Anza
Santa Cruz Mobile Estates Homeowners Ass’n v. De Anza
Santa Cruz Mobile Estates, 114 Cal. Rptr. 2d 708, 730 (Cal.
Ct. App. 2001).
[14] Given the language of Award 5, we cannot say that the
arbitrators based the decision regarding punitive damages on
the parties’ conduct in court or during the arbitration proceed-
ings. In Award 5, the panel explicitly stated that it was basing
its awards of punitive damages on Bosack and Lerner’s
actions, which, “repeated over time,” constituted a “planned,
malicious, [and] purposeful attempt” to convert Soward’s
interest in Cartesian. The panel punished Bosack and Lerner
for their conduct by which they accomplished their conver-
sion, not for their conduct during arbitration.
9516 BOSACK v. SOWARD
III
Finally, Bosack and Lerner argue that Awards 4 and 5
should be vacated because they are irrational.
A
[15] An award may be vacated if it is “completely irratio-
nal.” Comedy Club II, 553 F.3d at 1288. This “standard is
extremely narrow and is satisfied only ‘where [the arbitration
decision] fails to draw its essence from the agreement.’ ” Id.(citing Hoffman v. Cargill Inc., 236 F.3d 458, 461-62 (8th Cir.
2001)) (alterations in Comedy Club II).
An award “draws its essence from the agreement if the
award is derived from the agreement, viewed in light of the
agreement’s language and context, as well as other indications
of the parties’ intentions.” McGrann v. First Albany Corp.,
424 F.3d 743, 749 (8th Cir. 2005); see also Coast Trading
Co., Inc., v. Pac. Molasses Co., 681 F.2d 1195, 1197 (9th Cir.
1982) (holding that an “arbitrator is confined to the interpreta-
tion and application of the parties’ agreement” and that an
“award is legitimate only so long as it draws its essence from
the . . . agreement”) (quoting United Steelworkers of Am. v.
Enter. Wheel and Car Corp., 363 U.S. 593, 597 (1960) (inter-
nal quotation marks omitted)). Under this standard of review,
we do not “decide the rightness or wrongness of the arbitra-
tors’ contract interpretation, only whether the panel’s decision
‘draws its essence’ from the contract.” Pacific Reinsurance
Mgmt. Corp. v. Ohio Reinsurance Corp., 935 F.2d 1019, 1024
(9th Cir. 1991) (quoting New Meiji Market v. United Food &
Comm’l Workers Local Union 905, 789 F.2d 1334, 1335 (9th
Cir. 1986)). We will not vacate an award simply because we
might have interpreted the contract differently. Id.B
[16] Bosack and Lerner contend that Awards 4 and 5 are
completely irrational because they are “irreconcilable” with
BOSACK v. SOWARD 9517
Awards 1 and 3, and Award 4 is “internally incoherent.” Even
assuming Lerner and Bosack are correct that the awards are
based on contradictory findings of fact, this argument is
beyond our scope of review. Under the “completely irratio-
nal” doctrine, the question is whether the award is “irrational”
with respect to the contract, not whether the panel’s findings
of fact are correct or internally consistent. See, e.g., Comedy
Club II, 553 F.3d at 1288; Hoffman, 236 F.3d at 462.
[17] Bosack and Lerner have failed to cite a single case in
which we or any other court of appeal vacated an award
because the factual findings were contradictory. We have
repeatedly held that an award may not be vacated even where
there is a clearly erroneous finding of fact. See, e.g., Kyocera,
341 F.3d at 1003 (“The risk that arbitrators may . . . make
errors with respect to the evidence on which they base their
rulings[ ] is a risk that every party to arbitration assumes, and
such . . . factual errors lie far outside the category of conduct
embraced by § 10(a)(4).“) (emphasis added). Thus, even if the
panel erred by making contradictory findings of fact, this does
not render the decision completely irrational.
C
Bosack and Lerner also contend that Award 4 is completely
irrational because the Panel ignored controlling terms of the
Wood Agreement. Specifically, Bosack and Lerner argue that
Award 4 was issued in violation of §§ 2.3 and 8.4 of the
Wood Agreement, which govern the winding up of the part-
nership. In contrast to the argument raised above, this argu-
ment comes squarely within the scope of the completely
irrational doctrine. See, e.g., Comedy Club II, 553 F.3d at
1288; Hoffman, 236 F. 3d at 462.
Section 8.4 of the Wood Agreement provides that any
change in the General Partner’s status (other than a transfer of
his partnership interest) will convert the General Partner’s
interest into a limited partnership interest. Pursuant to this
9518 BOSACK v. SOWARD
section, the panel held in Award 1 that Soward’s status
reverted from general partner to limited partner when Bosack
removed him in November 2003.
In Award 4, the panel found that Bosack’s actions effected
a dissolution of the partnership under Delaware law. Bosack
and Lerner contend that this finding conflicts with § 2.3 of the
Wood Agreement, which provides that no general or limited
partner has the right to terminate or dissolve the partnership.
Bosack and Lerner also contend that the panel disregarded
the terms of the Wood Agreement by finding that Soward was
entitled to an accounting. Section 2.3 of the Wood Agreement
states that no partner is entitled to demand or receive the
return of his capital contribution.
[18] Had the panel found that Soward was entitled to an
accounting and a distribution under the terms of the Wood
Agreement, or that the Agreement mandated the dissolution
of the partnership, Bosack and Lerner might be correct. But
the panel did not find that Soward was entitled to the relief
accorded him in Awards 4 and 5 under the terms of the Wood
Agreement. Instead, the panel found that Soward was entitled
to an accounting and distribution under Delaware law. Simi-
larly, the panel found that under Delaware law Bosack’s
actions terminated the partnership. The Wood Agreement
itself provides that Delaware law controls. Accordingly, the
panel’s findings and conclusions in Award 4 are not inconsis-
tent with the terms of the Wood Agreement, and are not
“completely irrational.”
IV
[19] Bosack and Lerner offer no argument challenging the
award of attorney fees and costs, outside of their joint conten-
tion that the award should be reversed on the merits. Because
we affirm the district court’s confirmation of the arbitration
awards, we also affirm the award of attorney fees and costs.
BOSACK v. SOWARD 9519
CONCLUSION
In sum, Bosack and Lerner have failed to demonstrate that
the panel exceeded its authority. “The risk that arbitrators may
construe the governing law imperfectly in the course of deliv-
ering a decision that attempts in good faith to interpret the rel-
evant law, or may make errors with respect to the evidence on
which they base their rulings, is a risk that every party to arbi-
tration assumes, and such legal and factual errors lie far out-
side the category of conduct embraced by § 10(a)(4).”
Kyocera, 341 F.3d at 1003. Lerner and Bosack accepted this
risk when they consented to arbitration; they cannot now
claim the benefits of expanded judicial review simply because
the awards were unfavorable to them.
The judgment of the district court is AFFIRMED.