Henry M. Jackson Foundation v. Norwell, Inc.

Filing

UNPUBLISHED PER CURIAM OPINION filed. Motion disposition in opinion--denying Motion for costs [999461740-3]; denying Motion attorney's fees [999461740-2]. Originating case number: 8:14-cv-01067-RWT. Copies to all parties and the district court/agency. [999507330].. [14-1580]

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UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT

No. 14-1580

THE HENRY M. JACKSON FOUNDATION
MILITARY MEDICINE, INC.,

FOR

THE

ADVANCEMENT

OF

Plaintiff - Appellant,
v.
NORWELL, INC.,
Defendant - Appellee.

Appeal from the United States District Court for the District of
Maryland, at Greenbelt. Roger W. Titus, Senior District Judge.
(8:14-cv-01067-RWT)

Submitted:

November 26, 2014

Decided:

January 8, 2015

Before NIEMEYER, SHEDD, and THACKER, Circuit Judges.

Affirmed by unpublished per curiam opinion.

Michael J. Schaengold, Melissa P. Prusock, GREENBERG TRAURIG,
LLP, Washington, D.C., for Appellant.
Marc S. Hines, HINES
CARDER, Costa Mesa, California, for Appellee.

Unpublished opinions are not binding precedent in this circuit.

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PER CURIAM:
The Henry M. Jackson Foundation for the Advancement of
Military

Medicine,

Inc.

(“Foundation”),

appeals

the

district

court’s order denying its request to partially vacate or modify
a

March

2014

arbitral

award,

granting

Norwell, Inc., and confirming the award.

summary

judgment

to

We affirm.

On appeal from the district court’s evaluation of an
arbitral

award,

we

review

the

confirm the award de novo.

district

court’s

arbitration

award

circumscribed.”
Inc.,

492

in

federal

“Judicial review of

court

is

substantially

Three S Del., Inc. v. DataQuick Info. Sys.,

F.3d

520,

marks omitted).
arbitrator’s

to

Raymond James Fin. Servs., Inc. v.

Bishop, 596 F.3d 183, 190 (4th Cir. 2010).
an

decision

527

(4th

Cir.

2007)

(internal

quotation

In fact, “the scope of judicial review for an

decision

is

among

the

narrowest

known

at

law

because to allow full scrutiny of such awards would frustrate
the purpose of having arbitration at all—the quick resolution of
disputes and the avoidance of the expense and delay associated
with litigation.”
610

F.3d

849,

MCI Constructors, LLC v. City Of Greensboro,

857

omitted).

“In

arbitration

award,

(4th

order
the

Cir.
for

a

2010)

(internal

reviewing

moving

party

court

must

quotation
to

sustain

marks

vacate
the

an

heavy

burden of showing one of the grounds specified in the Federal

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Arbitration Act (the “FAA”) or one of certain limited common law
grounds.”

Id.
The grounds specified in the FAA are: “(1) where the

award

was

(2) where

procured
there

was

by

corruption,

evident

fraud,

partiality

or

or

undue

corruption

means;
in

the

arbitrators, or either of them; (3) where the arbitrators were
guilty

of

misconduct . . . ;

or

(4)

where

the

arbitrators

exceeded their powers, or so imperfectly executed them that a
mutual,

final,

and

definite

submitted was not made.”

award

upon

the

subject

matter

9 U.S.C. § 10(a) (2012).

“The permissible common law grounds for vacating such
an award include those circumstances where an award fails to
draw its essence from the contract, or the award evidences a
manifest disregard of the law.”
857 (internal quotation marks

MCI Constructors, 610 F.3d at
omitted). *

Under this court’s

precedent, “a manifest disregard of the law is established only
where the “arbitrator understands and correctly states the law,
*

In the wake of the Supreme Court’s decision in Hall Street
Assocs., LLC v. Mattel, Inc., 552 U.S. 576 (2008), this court
has recognized that considerable uncertainty exists “as to the
continuing viability of extra-statutory grounds for vacating
arbitration awards.”
Raymond James, 596 F.3d at 193 n.13.
Nevertheless, this court has recognized that “manifest disregard
continues to exist” as a basis for vacating an arbitration
award, either as “an independent ground for review or as a
judicial gloss” on the enumerated grounds for vacatur set forth
in the FAA.
Wachovia Secs., LLC v. Brand, 671 F.3d 472, 483
(4th Cir. 2012).

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but proceeds to disregard the same.”
Agency,

Inc.,

quotation

441

F.3d

marks

230,

and

235

Patten v. Signator Ins.

(4th

Cir.

(internal

omitted).

alterations

2006)

Merely

misinterpreting contract language does not constitute a manifest
disregard of the law.
disregard

or

modify

Id.

An arbitrator may not, however,

unambiguous

contract

provisions.

Id.

“Moreover, an award fails to draw its essence from the agreement
if an arbitrator has based his award on his own personal notions
of right and wrong.”

Id. (internal quotation marks omitted).

“In such circumstances, a federal court has no choice but to
refuse enforcement of the award.”

Id. (internal quotation marks

omitted).
After review of the record and the parties’ briefs, we
conclude that the Foundation fails to establish reversible error
in

the

district

Foundation’s
appeal,

court’s

claim

concerning

of
the

confirmation

error,

raised

district

ruling.

We

for

first

court’s

the

reject

construction

time
of

the
on
its

motion to partially vacate or modify as a motion for summary
judgment.

See Karpel v. Inova Health Sys. Servs., 134 F.3d

1222, 1227 (4th Cir. 1998).
Foundation’s

contention

that

We reject as without merit the
vacatur

is

required

because

the

arbitration panel strayed from the essence of a 2009 agreement
in awarding consequential damages to Norwell prohibited by that
agreement.

See Burson v. Simard, 35 A.3d 1154, 1159 (Md. 2012).
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We also reject the Foundation’s contention that, even assuming
that the arbitration panel awarded direct damages, the award
still must be vacated because the panel exceeded its authority
and

manifestly

disregarded

controlling

law

by

ignoring

and

failing to apply properly the causation requirement of Maryland
contract

law.

Contrary

to

the

Foundation’s

suggestions,

an

arbitrator need not explain his or her award, Raymond James,
596 F.3d at 191 (citing United Steelworkers of Am. v. Enterprise
Wheel

&

Car

argument

that

Corp.,
the

363

panel

proximate

cause

amounts

committed

error

in

error,

however,

U.S.

593,

reached
at

best

construing

even

if

(1960)),

an

erroneous

to

a

the

extant,

overturning the panel’s decision.

597-98

2009

claim

conclusion
that

agreement.

provides

and

no

the

its
on

panel

Such
basis

an
for

Long John Silver’s Rests.,

Inc. v. Cole, 514 F.3d 345, 349 (4th Cir. 2008) (“As long as the
arbitrator is even arguably construing or applying the contract
and acting within the scope of his authority, that a court is
convinced

he

committed

serious

error

does

not

suffice

to

overturn his decision.” (internal quotation marks and alteration
omitted)).
We further reject as without merit the Foundation’s
challenge to the arbitral award premised on the contentions that
the panel erred in construing an integration clause in the 2009
agreement in holding enforceable against the parties the terms
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2009

email

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exchange,

id.,

and

that

the

award’s

conclusions in this regard fail to draw their essence from the
agreement.

We

reject

the

Foundation’s

contention

that

the

arbitration panel disregarded the essence of the agreement by
“fashioning an entirely novel remedy—including imposing contract
terms

upon

which

arbitrators’

the

parties

notions

had

of

never

right

agreed—based
and

on

wrong

the
that

violates . . . specific contract provisions” as unexplained.
We

also

reject

the

Foundation’s

manifest

disregard

challenge to the arbitration panel’s award to Norwell of both
damages

and

specific

case.

The

Foundation

does

preventing

the

Maryland

law

performance

as

not

breach

identify

concurrent

remedies
any

award

in

this

provision

of

damages

and

of

specific performance that the panel ordered here.
We

further

reject

the

Foundation’s

contention

that

vactur of the panel’s award is required because the panel so
imperfectly

executed

its

powers

that

a

“mutual,

definite award” was not made in this case.

final,

and

Cases addressing

this provision have vacated arbitration awards on this ground
only

when

the

arbitrator

either

failed

to

resolve

an

issue

presented to him or issued an award that was so unclear and
ambiguous that a reviewing court could not engage in meaningful
review of the award.
v.

Local

516,

500

Bell Aerospace Co. Div. of Textron, Inc.
F.2d

921,

923
6

(2d

Cir.

1974)

(ambiguous

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award); Galt v. Libbey-Owens-Ford Glass Co., 397 F.2d 439, 442
(7th

Cir.

1968)

(arbitrators

presented to them).

failed

to

mention

a

defense

The Foundation has not suggested that the

panel failed to consider an issue put before it and further does
not claim that the award is so unclear and ambiguous that this
court cannot meaningfully review it.

We also reject as lacking

in record support the Foundation’s contention that the award is
“unworkable”

in

relative

its

trial.

to

view

of

the

obligations

parties’
regarding

an

existing

positions
clinical

Nothing in the arbitral award requires the Foundation to

continue the trial as it claims.
merit

conflicting

the

Foundation’s

Finally, we reject as without

remaining

extraneous

arguments

for

overturning the award.
Accordingly, because the Foundation fails to establish
reversible error in the district court’s confirmation of the
arbitral

award,

we

affirm

its

judgment.

We

deny

Norwell’s

request and motion for the award of attorney’s fees, costs, and
damages and dispense with oral argument because the facts and
legal
before

contentions
this

court

are

adequately

and

argument

presented

would

not

in
aid

the
the

materials
decisional

process.

AFFIRMED

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