Raytheon Co. v. Automated Business Systems, Inc.

• Decision Date: 05 June 1989
• Docket Number: No. 89-1157,89-1157
• Citation: 882 F.2d 6
• Parties: RAYTHEON COMPANY, Plaintiff, Appellant, v. AUTOMATED BUSINESS SYSTEMS, INC., Defendant, Appellee. . Heard
• Court: U.S. Court of Appeals — First Circuit

Page 6

882 F.2d 6

58 USLW 2175

RAYTHEON COMPANY, Plaintiff, Appellant, v. AUTOMATED BUSINESS SYSTEMS, INC., Defendant, Appellee.

No. 89-1157.

United States Court of Appeals,

First Circuit.

Heard June 5, 1989.

Decided Aug. 2, 1989.

As Amended Oct. 4, 1989.

Gael Mahony with whom Frances S. Cohen, Thomas J. Gallitano, Hill & Barlow and Marguerite T. Grant, Boston, Mass., were on brief, for plaintiff, appellant.

Richard L. Nathan with whom Ann E. Hopfenbeck, Isaacson, Rosenbaum, Woods & Levy, P.C., Denver, Colo., H. Joseph Hameline, Samuel M. Starr and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Mass., were on brief, for defendant, appellee.

Before BREYER, REINHARDT, ^* and SELYA, Circuit Judges.

REINHARDT, Circuit Judge:

This case requires us to determine whether commercial arbitrators have the power and authority to award punitive damages pursuant to a general contractual arbitration clause which does not specifically provide for the award of such damages. In January 1988, appellant Raytheon Company ("Raytheon") received some unpleasant news. The panel of arbitrators that had presided over an arbitration between Raytheon and a former dealer in Raytheon-manufactured word processing equipment, Automated Business Systems ("Automated"), had found in favor of Automated and had awarded the prevailing party not only compensatory damages, attorneys' fees and expenses, but also $250,000 in punitive damages. Raytheon sued in federal district court, in the District of Massachusetts, to vacate the entire award. Automated, not surprisingly, opposed the suit and filed a motion seeking confirmation of the arbitral award. The district court refused to vacate, and issued an order confirming the award. Raytheon appealed, although it now seeks to have us vacate only that portion of the arbitrators' award which imposed punitive damages against it. We affirm.

I.

In 1978, Lexitron, at that time a subsidiary of Raytheon, entered into an exclusive dealership contract with Automated under which Automated would distribute word processing equipment manufactured by Lexitron. The contract was twice extended. Although Raytheon tendered a new proposed agreement in 1982, this document was never executed by the parties, and it appears that they continued to operate under the 1978 agreement until Raytheon terminated their relationship altogether in 1984. The 1978 contract contained a general arbitration clause which provided in relevant part that:

[a]ll disputes arising in connection with the Agreement shall be settled by arbitration ... conducted according to the rules of the American Arbitration Association.

The parties also provided that the law of California would govern the interpretation of the agreement.

In 1986, Automated filed the final version of its demand for arbitration, in which it claimed that Raytheon had breached the parties' agreement, had violated its duty of good faith and fair dealing, and had committed a number of fraudulent and deceitful acts, rendering it liable to Automated under various tort theories of fraud, deceit and conspiracy, as well as for simple breach of contract. Automated sought compensatory and consequential damages. Additionally, in a single sentence in one of its claims for relief, Automated requested that the arbitrators award punitive damages on the tort claims it had asserted against Raytheon.

On the day the arbitration was to begin, Raytheon responded to Automated's demand for arbitration with an extensive "Pre-Hearing Memorandum," which disclaimed liability on any of the theories advanced by Automated. Raytheon also interposed a small counterclaim for the amount of some unpaid expenses allegedly owed it by Automated. Finally, in a single sentence, Raytheon advised the arbitrators that it "d[id] not consent to the submission" of punitive damages issues to the arbitral panel. Ten days of hearings then began before a panel of three arbitrators, two of whom were selected by the parties (one each). During the course of the hearings, Automated introduced a substantial amount of evidence, including evidence which, it believed, supported the award of punitive damages. Raytheon introduced evidence as well and put on what appears to have been a generally comprehensive and spirited defense to Automated's various claims. Raytheon did not, however, argue the punitive damages issue to the arbitrators. For their part, prior to the issuance of the award, the arbitrators never said anything either way about Automated's claim for punitive damages or Raytheon's statement that it did not consent to the arbitration of the issue.

About a year later, in January 1988, the arbitrators issued an award, with the arbitrator appointed by Raytheon dissenting. Automated was awarded $408,000 in compensatory damages, $121,000 in attorneys' fees, $47,000 in expenses, and $250,000 in punitive damages. ¹ The award contained no explanation for the outcome of the proceedings or for the precise dollar amounts the panel chose to award. The award did, however, make reference to the unexecuted 1982 agreement between Raytheon and Automated, rather than the 1978 agreement under which Automated had brought its claim.

Relying largely on this apparent error, Raytheon filed suit in federal court to vacate the award, alleging that it was facially invalid, inasmuch as it relied on an agreement that had never been in force. Raytheon also contended that the panel had not been empowered to award punitive damages. Meanwhile, counsel for Automated contacted the American Arbitration Association ("AAA") and requested it to instruct the panel to correct its error "on an expedited basis" by substituting the proper contract reference. Counsel may also have contacted the neutral arbitrator directly to inform him of the need for a change in the form of the award. ²

As matters turned out, Automated's counsel need not have contacted the AAA at all, for the district judge himself corrected what he termed the arbitrators' "innocuous mistake" and amended the erroneous reference to the 1982 agreement to one to the 1978 agreement which had been the subject and focus of the arbitral proceedings. Additionally, relying on general federal arbitration policy, he determined that the agreement's arbitration clause was sufficiently open-ended to encompass an award of punitive damages and gave no effect to Raytheon's last minute statement declining to "consent" to arbitration of the punitive damage claims. He confirmed the award.

II.

We begin our analysis with brief discussions of two arguments raised, almost summarily, by Raytheon. Raytheon first contends that the arbitral award should be vacated because the arbitrators did not make any "findings of fact" in support of their award. This position is plainly incorrect, for it has long been settled that arbitrators are not required to make formal "findings of fact" to accompany the awards they issue. Indeed, "[a]rbitrators have no obligation ... to give their reasons for an award at all." United Steelworkers of Am. v. Enterprise Wheel & Car Corp., 363 U.S. 593, 598, 80 S.Ct. 1358, 1361, 4 L.Ed.2d 1424 (1960). See also Koch Oil, S.A. v. Transocean Gulf Oil Co., 751 F.2d 551, 554 (2d Cir.1985) (settled that "arbitrators may render a lump sum award without disclosing their rationale for it"); Shearson Hayden Stone, Inc. v. Liang, 653 F.2d 310, 312 (7th Cir.1981) (same). It is, accordingly, manifest that we cannot set aside an arbitration award merely because the arbitrators chose not to provide the parties with the reasons for their decision.

Raytheon's second contention is that the arbitrators somehow deprived it of its Fifth Amendment right to due process by "failing to tell Raytheon that [they] intended to reach the issue of punitive damages," thus denying Raytheon an opportunity to argue the merits of the punitive damages claims during the hearing. This argument suffers on two fronts: it fails to place the relevant events in their proper perspective, and it is not supported by the precedent Raytheon cites.

Turning first to the relevant events, it is undisputed that Raytheon waited until the day arbitral hearings were to commence before it submitted its perfunctory statement regarding the arbitrability of punitive damages claims. It did not ask the panel to rule on the question immediately, nor, when the panel remained mute on this aspect of Raytheon's submission, did it seek to continue the hearings. (Given the fact that Raytheon buried its one-sentence treatment of the issue in a 34-page memorandum, it is not at all surprising that the arbitrators did not comment on the matter before issuing the award.) Moreover, Raytheon does not contend that it was prevented from introducing evidence relevant to, or arguing the merits of, punitive damages issues. Nor did the arbitrators take any action or make any affirmative statements which could have led Raytheon to believe that the issue of the arbitrability of punitive damages claims had been decided in its favor. Rather, it appears that Raytheon simply made a judgment that the single sentence in the memorandum would be sufficient to carry the legal issue or that the arbitrators' silence somehow signaled their agreement with its legal position. ³ Although the consequences of this erroneous surmise were, from Raytheon's perspective, unfortunate, we are unable to see how the arbitrators' behavior denied Raytheon of its constitutional right to due process. See Moseley, Hallgarten, Estabrook & Weeden, Inc. v. Ellis, 849 F.2d 264, 268 (7th Cir.1988) (no due process violation where arbitrators gave party, who later objected to a procedural ruling of the arbitration panel, "ample opportunity to present favorable ... evidence," although the party "apparently neglected to do" so).

In addition, we find Raytheon's position unsupported by the cases upon which it relies. While it is true that in one of the cases the Fifth Circuit did vacate an arbitral award...