Leeward Constr. Co. v. Am. Univ. of Antigua-College of Med.
| Citation | 826 F.3d 634 |
| Decision Date | 24 June 2016 |
| Docket Number | Docket No. 13-1708-cv,August Term, 2015 |
| Parties | Leeward Construction Company, Ltd., Petitioner–Appellee, v. American University of Antigua–College of Medicine, Respondent–Appellant. |
| Court | United States Courts of Appeals. United States Court of Appeals (2nd Circuit) |
James M. Hirschhorn, Sills Cummis & Gross, P.C., Newark, NJ, for Respondent–Appellant American University of Antigua–College of Medicine.
Veronica A. McMillan, Lewis & Greer, P.C., Poughkeepsie, NY, for Petitioner–Appellee Leeward Construction Company.
Before: POOLER, HALL and CARNEY, Circuit Judges.
POOLER
, Circuit Judge:
American University of Antigua–College of Medicine (“AUA”) appeals from the March 26, 2013 memorandum opinion and the March 28, 2013 judgment of the United States District Court for the Southern District of New York (Kaplan, J .), confirming an international arbitration award entered in favor of Leeward Construction Company. On appeal, AUA principally argues that the district court erred in confirming the award because the arbitration panel failed to fulfill its obligation to produce a reasoned award. We disagree, and hold that an arbitration decision need not contain a line-by-line analysis of damages awarded to be considered a reasoned award. Rather, an arbitration award is a reasoned award when it contains a substantive discussion of the panel's rationale. We thus affirm the district court's decision.
This case was heard in tandem with American University of Antigua–College of Medicine v. Leeward Construction Co. , No. 15–1595–cv, and we dispose of that case in a separate summary order issued concurrently with this decision.
Leeward and AUA entered into an agreement for Leeward to build a medical school for AUA in Antigua in September 2008 (the “Agreement”). The Agreement provided in relevant part that:
In February 2011, Leeward filed an arbitration petition to address certain disputes that arose between the parties during the construction process. Per the Agreement, the parties proceeded to arbitration. While the Agreement is silent as to what form the arbitration award was to take, at a preliminary hearing the arbitral panel decided it would issue a reasoned award. The arbitrators took testimony, both written and oral, and the parties were able to submit proposed findings of fact and conclusions of law. The arbitral panel issued its initial award on June 22, 2012 and a modified award on August 8, 2012.
In their award, the arbitrators found that the Agreement was a fixed-price contract, subject to additions and deletions that would occur through formal change orders. The arbitrators also found that “both parties waived” the requirement to process additions and deletions through formal change orders. App'x at 132. While the arbitral panel found that Leeward was “only entitled to payment for work performed,” it also found that “Leeward is entitled to damages in the amount of EC $232,670.132 for work that was deleted from the [Agreement] and then assigned to Leeward under Separate Contracts, under the bad faith doctrine.” App'x at 133–34. In addition, the award found that Leeward was entitled to overhead and profit for work that was both deleted from the Agreement's scope of work and bid out again, as well as omitted work that was never performed due to changes in the project.
The arbitrators also awarded Leeward EC $190,201.19 for various work Leeward argued it had performed that was not part of the original Agreement, and that Leeward had not been paid for (the “Change Order Work”). The arbitrators stated that “[f]rom the evidence presented at trial, the panel finds that Leeward is entitled to the additional EC $190,210.19.” App'x at 148.
Leeward then filed a petition to confirm the award in the Southern District of New York, and AUA cross–petitioned to modify the award. The district court granted the petition to confirm and denied the petition to modify. Leeward Constr. Co. v. Am. Univ. of Antigua–Coll. of Med. , 12 Civ. 6280 (LAK), 2013 WL 1245549, at *4 (S.D.N.Y. March 26, 2013)
. As relevant to this appeal, AUA argued that (1) the arbitrators exceeded their powers by failing to issue a reasoned award regarding the Change Order work; and (2) the arbitrators committed misconduct by awarding damages pursuant to the doctrine of bad faith because Leeward never relied on the doctrine during the hearing, depriving it of an opportunity to contest on that ground.
The district court rejected both arguments. It concluded that the award provided sufficient analysis to constitute a reasoned award. Id. at *2–3
. The district court also found “that there is at least a ‘barely colorable justification’ for the award rendered and that AUA's challenge therefore fails.” Id. at *4 (T.Co Metals, LLC v. Dempsey Pipe & Supply, Inc ., 592 F.3d 329, 339 (2d Cir. 2010) ). This appeal followed.
The underlying arbitration falls under the provisions of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, June 10, 1958, 21 U.S.T. 2517 (“New York Convention”)
, as implemented by the Federal Arbitration Act (“FAA”), 9 U.S.C. § 201 et seq. The FAA stipulates that when a party timely seeks to confirm an award under the New York Convention, “[t]he court shall confirm the award unless it finds one of the grounds for refusal or deferral of recognition or enforcement of the award specified in the said Convention.” 9 U.S.C. § 207
. “We review a district court's legal interpretations of the New York Convention as well as its contract interpretation de novo; findings of fact are reviewed for clear error.” VRG Linhas Aereas S.A. v. MatlinPatterson Global Opportunities Partners II L.P. , 717 F.3d 322, 325 (2d Cir. 2013).
Because the arbitration also took place in Puerto Rico, a territory of the United States, any defenses available under the FAA's domestic provisions are also available. See Scandinavian Reinsurance Co. v. Saint Paul Fire & Marine Ins. Co ., 668 F.3d 60, 71 (2d Cir. 2012)
. The FAA provides that an arbitration award may be vacated if: (1) the award was procured by corruption, fraud, or undue means; (2) the arbitrators exhibited “evident partiality” or “corruption”; (3) “the arbitrators were guilty of misconduct” 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) the arbitrators exceeded their power. See 9 U.S.C. § 10(a).
“[A]rbitration panel determinations are generally accorded great deference under the FAA.” Tempo Shain Corp. v. Bertek, Inc. , 120 F.3d 16, 19 (2d Cir. 1997)
. The party challenging the award “bears the heavy burden of showing that the award falls within a very narrow set of circumstances delineated by statute and case law” that warrant vacatur. Duferco Int'l Steel Trading v. T. Klaveness Shipping A/S , 333 F.3d 383, 388 (2d Cir. 2003). Indeed, as a general matter, a court is required to enforce the arbitration award as long as there is a “barely colorable justification for the outcome reached.” Banco de Seguros del Estado v. Mut. Marine Office, Inc. , 344 F.3d 255, 260 (2d Cir. 2003) (internal quotation marks omitted).
As an initial matter, Leeward contends that the arbitrators were not required to issue a reasoned award, as the Agreement did not call for one. Instead, the arbitrators decided in the preliminary hearing order that the award would be a reasoned one. We reject this argument: once the arbitrators stated in the preliminary hearing order that they would provide a reasoned award and neither party objected, a reasoned award was required.
We turn next to what constitutes a “reasoned award,” which is an open question in this Circuit. Generally, “[t]he arbitrator's rationale for an award need not be explained.” D.H. Blair & Co., Inc. v. Gottdiener , 462 F.3d 95, 110 (2d Cir. 2006)
. Where a reasoned award is required, district courts in our Circuit have generally concluded that the award must contain “something short of findings [of fact] and conclusions [of law] but more than a simple result.” Leeward Constr. , 2013 WL 1245549, at *3 (alterations in the original)(quoting Rain CII Carbon, LLC v. ConocoPhillips Co ., 674 F.3d 469, 473 (5th Cir. 2012) ); see also
Tully Const. Co./A.J. Pegno Const. Co. v. Canam Steel Corp. , No. 13 Civ. 3037, 2015 WL 906128, at * 14 S.D.N.Y. March 2, 2015 (same) (quoting Fulbrook Capital Mgmt. LLC v. Batson , No. 14 Civ. 7564, 2015 WL 321889, at *5 S.D.N.Y. Jan. 26, 2015 ); Carmody Bldg. Corp. v. Richter & Ratner Contracting Corp ., 08–CV–9633 (SHS), 2013 WL 4437213, at *3 (S.D.N.Y. Aug. 19, 2013) (same); Am. Centennial Ins. Co. v. Global Int'l Reinsurance Co ., No. 12 Civ. 1400, 2012 WL 2821936, at *8–9 S.D.N.Y. July 9, 2012 (same).
The district courts agree with the Circuit courts that have considered the issue.
The Fifth Circuit examined what suffices as a “reasoned award” in Rain CII Carbon, LLC v. Conoco Phillips Co ., 674 F.3d 469 (5th Cir. 2012)
. There, Conoco Phillips Co. challenged the price formula under a supply agreement between itself and Rain CCI Carbon, LLC. When the parties were unable to agree on a new formula, Conoco submitted the dispute to arbitration. The agreement between the parties called for the arbitrator to provide a “reasoned award.” The arbitrator requested both parties to submit draft formats for the award. The...
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