Fradella v. Petricca

• Decision Date: 07 July 1999
• Docket Number: No. 98-2241,98-2241
• Citation: 183 F.3d 17
• Parties: (1st Cir. 1999) SALVATORE ANTHONY FRADELLA, Plaintiff, Appellant, v. RICHARD T. PETRICCA, Defendant, Appellee.
• Court: U.S. Court of Appeals — First Circuit

Page 17

183 F.3d 17 (1st Cir. 1999)

SALVATORE ANTHONY FRADELLA, Plaintiff, Appellant, v. RICHARD T. PETRICCA, Defendant, Appellee.

No. 98-2241.

UNITED STATES COURT OF APPEALS FOR THE FIRST CIRCUIT.

Submitted May 10, 1999.

Decided July 7, 1999.

APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS.

Chase A. Caro, with whom Caro & Associates, P.C., Thomas J. Butters and Butters, Brazilian & Small, LLP were on brief for appellant.

Kathryn W. Kyle, with whom Michael E. MacDonald and Cain, Hibbard, Myers & Cook, P.C. were on brief for appellee.

Before Torruella, Chief Judge, Cyr, Senior Circuit Judge, and Pollak,^* Senior District Judge.

CYR, Senior Circuit Judge.

On December 18, 1997, an arbitration panel convened by the National Association of Securities Dealers (NASD) ordered appellant Salvatore A. Fradella to pay appellee Richard T. Petricca $25,000 in compensatory damages. In subscribing the award the arbitrators purported to act pursuant to New York law.¹ One month later Fradella's attorney wrote to NASD counsel, advising that the December 18 award was "imperfect as to form," in that "it should reflect that the [arbitrators'] decision was made in accordance with Massachusetts, not New York, practice."

On February 23, NASD counsel sent Fradella revised signature pages, which deleted the earlier references to New York law but continued to reflect the date of the arbitral award as December 18, 1997. Thereafter, Fradella's attorney again wrote to NASD counsel, advising that the date of the "final" arbitral award should be February 23, 1998, rather than December 18, 1997. On February 27, NASD counsel notified Fradella that the earlier date remained in effect, and that Fradella should refer to it in any motion to vacate the award.

Fradella moved to vacate the award on March 25, 1998. See Federal Arbitration Act (FAA), 9 U.S.C. § 10(a). Petricca responded by moving for summary judgment on the ground that the motion to vacate was seven days late. See id. § 12 ("Notice of a motion to vacate, modify, or correct an award must be served upon the adverse party or his attorney within three months after the award is filed or delivered."). The district court entered summary judgment for Petricca after determining that the December 18 arbitral award was "final" because it had resolved all claims submitted in the demand for arbitration, and the arbitrators' subsequent correction of the award as to mere "ministerial" or "uncontroversial" details (i.e., the ambiguity concerning choice of law) did not impede the finality of the December 18 award.

On appeal, Fradella first contends that the December 18 award did not become final for FAA § 12 purposes, because, contrary to the district court's characterization, the arbitrators' February 23 amendment was both substantive and substantial, rather than "ministerial." We do not agree.²

The primary purpose served by the arbitration process is expeditious dispute resolution. See United Paperworkers Int'l Union, AFL-CIO v. Misco, Inc., 484 U.S. 29, 38 (1987). Consequently, somewhat different standards govern the finality of judgments and arbitral awards. See Dreis & Krump Mfg. Co. v. International Ass'n of Machinists and Aerospace Workers, 802 F.2d 247, 251 (7th Cir. 1986). Normally, an arbitral award is deemed "final" provided it evidences the arbitrators' intention to resolve all claims submitted in the demand for arbitration, even though the arbitrators purport to retain jurisdiction in the event the need arises to resolve some subsidiary matter, such as damages or backpay calculations. See, e.g., id. (noting that unresolved calculation of "the precise amount of backpay . . . was, therefore, a 'ministerial' detail, such as would not have prevented the [award] from being deemed final"). Accordingly, under the applicable finality standard, the arbitral award to Petricca unquestionably became "final" on December 18, since it unambiguously determined that Fradella owed Petricca $25,000 on the securities claim and Fradella does not contend that it left any other "claim" unresolved.

The one remaining question is whether either the erroneous signature page and/or its subsequent amendment on February 23 cast doubt upon the arbitrators' intention that the December 18 award resolved all "claims" submitted to arbitration. Since the choice-of-law issue itself in no sense constituted an arbitrable "claim," as distinguished from a subsidiary determination regarding the legal regimen under which the securities "claim" was to be decided, we conclude that the December 18 arbitral award finally resolved the only "claim" Petricca submitted to arbitration -- i.e., the securities claim -- because there is no suggestion that any counterclaim or affirmative defense remained undecided.³

In all events the finality vel non of the arbitral award itself could not have been affected by any mistaken indication as to the governing law. Were such alleged subsidiary "mistakes" sufficient to divest an arbitral award of its finality, the running of the limitations period prescribed in FAA § 12 could be postponed or suspended indefinitely. In the process, the "finality" test applicable to arbitral awards would be severely undermined, along with the central purpose served by arbitration proceedings.

That is to say, if the limitations period prescribed in FAA § 12 were subject to suspension simply because an arbitral award contained error, even though the arbitrators had intended to resolve all submitted "claims," an unsuccessful party could preclude the commencement -- or suspend the running -- of the limitations period simply by alleging subsidiary errors in their FAA § 10 motions to vacate an adverse arbitral award. Thus, the contention that mere error -- whether ministerial, procedural or substantive -- renders an arbitral award non-"final" is fatally flawed.

As the present appeal demonstrates, see supra note 3, the finality standard suggested by Fradella would immerse reviewing courts in highly subjective, ad hoc assessments as to which arbitral errors are sufficiently "important" to preclude or suspend the running of the limitations period under FAA § 12. Clearly, however, the parties to arbitration proceedings need reliable guidelines to enable timely compliance with the FAA § 12 limitations period. See International Ass'n of Bridge, Structural and Ornamental Iron Workers v. Burtman Iron Works, Inc., 928 F. Supp. 83, 89 (D. Mass. 1996)("[T]he court is unpersuaded that the distinction between ministerial tasks and significant issues provides a sufficiently clear guide for determining whether a vacatur action has accrued."). It is not surprising, therefore, that Fradella cites no authority for the finality standard he advocates, since it would run directly counter to the dominant policy goal of the FAA: promoting the expeditious and final resolution of arbitral claims. As the arbitrators plainly intended, their December 18 award resolved the securities claim submitted against Fradella, and the three-month limitations period commenced running immediately upon entry of the arbitral award.

Next, Fradella argues that even if the award became "final" upon entry, federal law conclusively establishes that an application to modify or clarify an arbitral award tolls the FAA § 12 limitations period. We reject this contention as well, since the authorities cited in support are clearly inapposite.⁴

Finally, Fradella suggests that the filing deadline in FAA § 12 is subject to equitable or "due diligence" tolling. Normally, a statutory limitations period is tolled only if, for example, extraordinary circumstances beyond the claimant's control prevented timely filing, or the claimant was materially misled into missing the deadline. See, e.g., Alvarez-Machain v. United States, 107 F.3d 696, 701 (9th Cir. 1996), cert. denied, 118 S. Ct. 60 (1997). We need not consider whether the deadline prescribed in FAA § 12 is subject to such equitable tolling, since Fradella has not generated a trialworthy issue as to his entitlement to invoke tolling.

Fradella was not victimized by fate or wile. No statutory or judicial authority supported his contention that the December 18 award was other than "final," nor that his application to correct the award tolled the FAA § 12 limitations period. See, e.g., International Ass'n, 928 F. Supp. at 86-87 ("Nor does a party moving for reconsideration of an arbitration award toll the running of the limitations period.") (citing Dreis); supra note 4. Rather, in the application to correct the arbitral award, Fradella directly stated that the December 18 award was "imperfect as to form," and flatly conceded that the arbitrators had in fact applied Massachusetts law (i.e., "the [arbitrators'] decision was made in accordance with Massachusetts, not New York, practice"). (Emphasis added.) Moreover, in a February 27, 1998 letter, NASD counsel explicitly alerted Fradella's counsel that the official date of the arbitral award remained December 18, 1997, notwithstanding its subsequent correction on February 23, and that Fradella "should refer to the earlier date when [filing his] Motion to Vacate." Thus, neither the NASD nor Petricca misled Fradella in any respect.⁵ The decision to delay the motion to vacate was made by Fradella.

AFFIRMED; costs to defendant-appellee.

*. Of the Eastern District of Pennsylvania, sitting by designation.

1. The arbitrators' signatures appear below the following language: "[the undersigned] hereby affirm, pursuant to Article 7505 of the New York Civil Practice Laws and Rules, that [we are] the individual[s] described herein, and who executed this instrument which is [our] decision in the above-referenced matter." Article 7505 invests arbitrators with the powers to issue subpoenas and administer oaths, which powers are conferred by the NASD Code of Arbitration Procedure as well.

2. Treating the evidence in...