Choice Hotels International, Inc. v. Alph Omega Property Management, LLC et al
MEMORANDUM ORDER granting in part and denying in part 18 Second Motion for Default Judgment and entering judgment in favor of Choice Hotels against Sheth in the amount of $307,851.50. Signed by Judge Theodore D. Chuang on 10/18/2016. (kns, Deputy Clerk)(c/m 10/18/16)
UNITED STATES DISTRICT COURT
DISTRICT OF MARYLAND
CHOICE HOTELS INTERNATIONAL,
Civil Action No. TDC-15-0676
On March 11,2015, Plaintiff Choice Hotels International, Inc. ("Choice Hotels") filed an
Application to Confirm Arbitration Award against Defendants Nick Sheth and Alph Omega
LLC ("Alph Omega").
The award was based on Sheth and Alph
alleged breach of a franchise agreement between the parties, which was signed by
Sheth individually and as a representative for Alph Omega.
The arbitrator awarded C:hoice
Hotels $307,851.50 in damages comprised of unpaid franchise and other fees, interest on those
fees, liquidated damages, and arbitration expenses.
Sheth and Alph Omega did not attend or
otherwise seek to participate in the August 26,2014 arbitration hearing.
Sheth was served with the Application on August 5, 2015 but has not filed any response
or challenge to it. On August 13, 2015, Choice Hotels voluntarily dismissed its claims against
Alph Omega. On September 15,2015, Choice Hotels filed a Motion for Clerk's Entry of Default
and a Motion for Default Judgment against Sheth, the only remaining defendant.
16,2015, the Clerk entered a default against Sheth.
On April 29, 2016, this Court denied Choice Hotels' Motion for Default Judgment
without prejudice. because Choice Hotels had failed adequately to establish that this Court had
jurisdiction over the action. The only jurisdictional basis cited in Choice Hotels' Application
was the Federal Arbitration Act ("FAA"), 9 U.S.C.
1-16 (2012). The Court explained that the
FAA is not an independent source of federal question jurisdiction, and that, based on the
allegations in the Application, Choice Hotels' case could proceed only under diversity
jurisdiction, 28 U.S.C.
1332 (2012). The Court noted that while the Application caption
provided addresses for the parties that suggested they were diverse, Choice Hotels nowhere
expressly averred that the requirements of diversity jurisdiction were met or invoked diversity as
a basis for this Court's subject matter jurisdiction. The Court also noted that Choice Hotels'
pleading failed to allege facts establishing that the arbitration award to be confirmed arose from a
dispute covered by the parties' Franchise Agreement; such that the dispute was properly subject
The Court provided Choice Hotels 14 days to file a second Motion for Default
Judgment curing these deficiencies.
On May 16,2016, Choice Hotels filed a Second Motion for Default Judgment ("Second
Motion"). In the Second Motion, Choice Hotels asserts that it is incorporated in Delaware and
headquartered in Maryland, that Sheth is a citizen of and domiciled in Tennessee, and that the
amount in controversy exceeds $75,000. Based on these allegations, Choice Hotels asserts that
the requirements of diversity jurisdiction are satisfied. Choice Hotels also clarifies that Sheth
and Alph Omega failed to pay franchise and related fees, a failure that constituted a material
breach of the Franchise Agreement. In the Second Motion, Choice Hotels seeks the $307,851.50
awarded by the arbitrator, post-judgment interest, and $400.00 for the costs of this action.
Although Sheth was served with the Second Motion for Default Judgment, to date, he has
not responded to it, or to any other filing in this case. The Second Motion is now ripe for
disposition, and the Court finds no hearing necessary.
See D. Md. Local R. 105.6.
reasons set forth below, the Second Motion for Default Judgment is GRANTED IN PART and
DENIED IN PART.
Under Federal Rule of Civil Procedure 55(b)(2), a default judgment after an entry of
default is left to the discretion of the court.
v. Lawbaugh, 359 F. Supp. 2d 418,421
Although the Fourth Circuit recognizes a "strong policy that cases be decided on
their merits," United States v. Shaffer Equip. Co., 11 F.3d 450, 453 (4th Cir. 1993), a default
judgment may be appropriate when a party is unresponsive, Lawbaugh, 359 F. Supp. 2d at 42223 (citing Jackson v. Beech, 636 F.2d 831, 836 (D.C. Cir., 1980)). When default judgment is
sought with respect to an application for confirmation of an arbitration award, the plaintiff must
show that it is entitled to confirmation of the arbitration award as a matter of law. See D.H Blair
& Co. v. Gottdiener, 462 F.3d 95, 109-10 (2d Cir. 2006).
The Arbitration Award
Choice Hotels appears to have cured the deficiencies in the First Motion.
Based on the
new allegations, the parties appear to be diverse, and the amount in controversy satisfitts the
jurisdictional minimum under 28 U.S.C. ~ 1332(a). The Court is therefore satisfied that it has
subject matter jurisdiction over this case. As for whether this case is properly within the scope of
the FAA, that statute provides, in part:
If the parties in their agreement have agreed that a judgment of the court shall be
entered upon the award made pursuant to the arbitration, and shall specify the
court, then at any time within one year after the award is made any party to the
arbitration may apply to the court so specified for an order confirming the award,
and thereupon the court must grant such an order unless the award is vacated,
modified, or corrected as prescribed in sections 10 and 11 of this title. If no court
is specified in the agreement of the parties, then such application may be made to
the United States court in and for the district within which such award was made.
9 U.S.C. ~ 9. Here, the parties' Franchise Agreement contains an arbitration clause that states
that "any controversy or claim arising out of or relating to this Agreement, or the breach of this
will be sent to final and binding arbitration," and that "[j]udgment on the
arbitration award may be entered in any court having jurisdiction." Franchise Agreement,-r 21,
2d Mot. Default J. Ex. A, ECF No. 18-1. Choice Hotels filed its application to confirm the
award within one year of the arbitrator's decision. Although the record does not expressly
indicate in which judicial district the arbitration hearing occurred, the Franchise Agreement
requires that "[a]ny arbitration will be conducted at [Choice Hotels'] headquarters office in
Maryland," id., and the Arbitration Award indicates that the arbitration took place "at the offices
of Claimant as provided in the Agreement," Arbitration Award at 1, 2d Mot. Default J. Ex. B,
ECF No. 18-2. The Court is therefore satisfied that the requirements of the FAA are also met,
such that it may review the arbitration award.
Judicial review of an arbitration award is "severely circumscribed," and, in fact, 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." Apex Plumbing Supply, Inc. v.
Co., Inc., 142 F.3d 188, 193 (4th Cir. 1998) (footnote omitted). Thus, where there is
a valid contract between the parties providing for arbitration, and the arbitration resolved a
dispute within the scope of the arbitration clause, federal courts may vacate an arbitration award
only upon a showing of one of the grounds set forth in the FAA, or if the arbitrator acted in
manifest disregard of law. Id. Section 10 of the FAA limits review to the following grounds:
(1) "the award was procured by corruption, fraud, or undue means"; (2) "there was evident
partiality or misconduct" on the part of the arbitrators; (3) "the arbitrators were guilty of
misconduct" by which "the rights of any party have been prejudiced"; or (4) "the arbitrators
exceeded their powers."
9 U.S.C. ~ 10(a).
A misinterpretation of a contract, or a
misinterpretation of law, does not suffice to overturn an award. See Upshur Coals Corp. v.
United Mine Workers of Am., Dist. 31,933 F.2d 225,229 (4th Cir. 1991). Where an arbitration
award is challenged, the party opposing the award bears the burden of proving the existence of
grounds for vacating the award. Three S Del., Inc. v. DataQuick Info. Sys., Inc., 492 F.3d 520,
527 (4th Cir. 2007).
Here, Choice Hotels alleges, and the arbitrator awarded damages for, a breach of the
parties' Franchise Agreement, namely a failure to pay franchise fees. As noted above, the
Franchise Agreement provides that a claim for breach of the agreement is subject to arbitration,
so the claims resolved by arbitration were within the scope of the parties' agreement. Although
Sheth was served in this case and received notice of the Motion, he has failed to answer Choice
Hotels' application or otherwise make a showing of any grounds for vacating the arbitration
award. Nor is there anything in the record to suggest that any of the limited grounds for setting
aside an arbitration award are present in this case. See 9 U.S.C. ~ lO(a). Accordingly, the Court
will grant the Second Motion for Default Judgment to the extent it seeks confirmation of the
arbitrator's award of$307,851.50.
Post-Judgment Interest and Costs
To the extent that Choice Hotels also requests post-judgment interest for the time period
following this Court's grant of default judgment, Choice Hotels is entitled by statute to such
post-judgment interest as calculated under federal law, so the Court need not specifically award
it. See 28 U.S.C. ~ 1961(a) ("Interest shall be allowed on any money judgment in a civil case
recovered in a district court.").
Choice Hotels also asks to be awarded $400.00 in costs,
presumably the filing fee for this action. Even if Choice Hotels has a legal basis to require Sheth
to pay such costs, and it does not identify any, this request must be denied because Choice Hotels
did not seek costs of this action in its Application to Confirm Arbitration Award.
cannot order a default judgment in an amount higher than what was sought in the pleading
initiating the action. Fed. R. Civ. P. 54(c).
For the foregoing reasons, it is hereby ORDERED that Choice Hotels' Second Motion for
Default Judgment, ECF No.6, is GRANTED IN PART and DENIED IN PART. The Motion is
GRANTED to the extent it seeks confirmation of the arbitrator's award.
The Court therefore
enters judgment in favor of Choice Hotels and against Sheth in the amount of $307,851.50,
which shall accrue post-judgment interest as specified by statute. The Motion is DENIED to the
extent it seeks court costs for this action.
Date: October 18, 2016
THEODORE D. CH
United States District
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