Clearwater Insurance Company v. Granite State Insurance Company et al
OPINION AND ORDER: For the reasons explained above, the Petition is granted and the Final Award is confirmed. However, Respondents shall submit a memorandum of law with respect to sealing by February 23, 2015. The Clerk of the Court is respectfully directed to enter judgment in favor of Clearwater and close this case. (Signed by Judge Richard J. Sullivan on 2/5/2015) (mro)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
CLEARWATER INSURANCE CO.,
No. 15-cv-165 (RJS)
OPINION AND ORDER
GRANITE STATE INSURANCE CO., et uno,
RICHARD J. SULLIVAN, District Judge:
Petitioner Clearwater Insurance Company ("Clearwater") brings this petition to confirm
an arbitration award (the "Final Award") against Respondents Granite State Insurance Company
and New Hampshire Insurance Company (collectively "Respondents"), pursuant to the Federal
Arbitration Act, 9 U.S.C. § 1 et seq. (See Doc. No. 1 (the "Petition" or "Pet.").) Respondents
"do not oppose the granting of the petition, the entry of an order confirming the arbitration award
dated October 23, 2014, or the entry of judgment thereon." (Doc. No. 14 at 2.) Petitioner has
also sought to seal and make redactions to various documents filed in this case, alleging that their
public filing would violate a confidentiality agreement between the parties. On January 9, 2015,
Judge Caproni, while serving as the Part 1 Judge, granted that request. (Doc. No. 8.) However,
on January 20, 2015 - after the case was assigned to my docket - the Court directed the parties to
submit a joint letter addressing the continued need for sealing "[i]n light of the strong
presumption of public access to judicial documents." (Doc. No. 9 at 2.) The parties have since
responded, arguing that continued sealing is appropriate. For the following reasons, the Petition
is granted and the Final Award is confirmed.
However, the parties are directed to submit
additional briefing to enable the Court to decide whether continued sealing of certain materials is
Clearwater and Respondents were parties to multiple reinsurance contracts. (Pet.
Each contract contained an arbitration clause. (Id.
In 2012, Clearwater initiated arbitration
seeking resolution of disputes concerning amounts billed under the contracts.
(Id. iiii 8-9.)
Pursuant to the arbitration provisions in the contracts, a three-member arbitration panel was
appointed. (Id. iiii 10-11.) After the parties conducted discovery and exchanged written briefs,
the panel issued the Final Award on October 23, 2014. 1 (Id. iiii 12-14; Id. Ex. J.) Clearwater
then filed the Petition on January 9, 2015, and Respondents filed their response on January 23,
2015. (Doc. Nos. 1-3, 14.)
"Normally, confirmation of an arbitration award is a summary proceeding that merely
makes what is already a final arbitration award a judgment of the court, and the court must grant
the award unless the award is vacated, modified, or corrected."
D.H. Blair & Co. v. Gottdiener,
462 F.3d 95, 110 (2d Cir. 2006) (citations and internal quotation marks omitted); see also Hall
St. Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576, 582 (2008) ("Under the terms of§ 9, a court
'must' confirm an arbitration award 'unless' it is vacated, modified, or corrected 'as prescribed'
The substance of the Final Award was redacted in Petitioner's submissions pursuant to Judge Caponi's sealing
order. (See Doc. No. 8.) The Court has refrained from stating it here pending final resolution of the parties' request
to maintain certain materials under seal. See Part IV.
in §§ 10 and 11. ") "The arbitrator's rationale for an award need not be explained, and the award
should be confirmed if a ground for the arbitrator's decision can be inferred from the facts of the
case." D.H Blair, 462 F.3d at 110 (internal quotation marks omitted).
However, even where the petition is unopposed, a court must still treat the petition "as
akin to a motion for summary judgment." Id. at 109-11 O; see also New York City Dist. Council
of Carpenters Pension Fund v. Carroll, No. 09-cv-3207 (WHP), 2010 WL 3199673, at
(S.D.N.Y. Aug. 12, 2010). In other words, the facts must show that the petitioner is entitled to
judgment as a matter oflaw. D.H Blair, 462 F.3d at 110.
Having carefully reviewed the Final Award, the Court concludes that there is no basis for
vacating, modifying, or correcting the Final Award.
"[T]he FAA sets forth the 'exclusive'
grounds for vacating an arbitration award." Stolt-Nielsen SA v. AnimalFeeds Int 'l Corp., 548
F.3d 85, 95 (2d Cir. 2008), rev 'd and remanded on other grounds, 130 S.Ct. 1758 (2010).
Specifically, the Act allows vacatur of an arbitral award:
(1) where the award was procured by corruption, fraud, or undue means;
(2) where there was evident partiality or corruption in the arbitrators, or either of
(3) where the arbitrators were guilty of misconduct in refusing to postpone the
hearing, upon sufficient cause shown, or 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) where the arbitrators exceeded their powers, or so imperfectly executed them
that a mutual, final, and definite award upon the subject matter submitted was not
9 U.S.C. § lO(a). The Second Circuit has also "recognized that the district court may vacate an
arbitral award that exhibits a 'manifest disregard' of the law." Stolt-Nielsen, 548 F.3d at 91
(quoting Duferco lnt'l Steel Trading v. T Klaveness Shipping AIS, 333 F.3d 383, 388 (2d Cir.
Here, the Petition is unopposed and there is sufficient evidence in the record to grant it.
The arbitration procedure outlined in the relevant documents was followed. There is no evidence
in the record that the award was procured by corruption, fraud, or undue means; that any or all of
the arbitrators were partial or corrupt; that the arbitrators were guilty of any misbehavior
prejudicing the rights of any party; that the arbitrators exceeded or imperfectly executed their
powers; or that there was a manifest disregard of the law.
Therefore, the Court grants the
Petition and confirms the Final Award.
In the parties' joint letter dated January 30, 2015, Respondents argue that smce
"[ c]onfirmation of the [arbitration] award is a ministerial act, ... this case does not implicate the
public's right to access to documents underpinning 'adjudications of substantive rights."' (Doc.
No. 15 at 1 (citations omitted).) Specifically, Respondents point to a recent decision from the
Northern District of Illinois, which relies on Seventh Circuit precedent to hold that "the
presumption in favor of the public filing of documents that affect the disposition of federal
litigation is not triggered" by a petition to confirm an arbitration award. (See id. Ex. 1 (attaching
Nationwide Mut. Ins. Co. v. Continental Cas. Co., No. 14-cv-844 (EEB) (N.D. Ill. June 3,
2014)). Alternatively, Respondents seek an opportunity to fully brief the issue of sealing "[i]n
the event the Court is inclined to consider this issue further." (Id. at 2.)
Although Respondents rely on case law from the Seventh Circuit to the contrary, it is well
settled in this District that "the petition, memoranda, and other supporting documents filed in
connection with a petition to confirm an arbitration award (including the Final Award itself) are
judicial documents that directly affect the Court's adjudication of that petition." Aloi Nissay
Dowa Ins. Co. v. ProSight Specialty Mgmt. Co., No. 12-cv-3274 (JPO), 2012 WL 3583176, at *6
(S.D.N.Y. Aug. 21, 2012) (citations and internal quotation marks omitted); see also Istithmar
World PJSC v. Amato, No. 12-cv-7472 (JFK), 2013 WL 66478, at *3 (S.D.N.Y. Jan. 7, 2013);
Alexandria Real Estate Equities, Inc. v. Fair, No. 11-cv-3694 (LTS), 2011 WL 6015646, at *2
(S.D.N.Y. Nov. 30, 2011); Church Ins. Co. v. Ace Prop. & Cas. Ins. Co., No. 10-cv-698 (RJS),
2010 WL 3958791, at *3 (S.D.N.Y. Sept. 23, 2010). Accordingly, the parties must overcome the
strong presumption of public access to judicial documents and, in particular, adjudications of
substantive rights. See Lugosch v. Pyramid Co. of Onondaga, 43 5 F .3d 110, 119-20 (2d Cir.
2006); see also DiRussa v. Dean Witter Reynolds Inc., 121 F.3d 818, 826 (2d Cir. 1997) ("The
burden of demonstrating that a document submitted to a court should be sealed rests on the party
seeking such action .... "). Here, the parties have offered no facts or arguments that justify
sealing. Nevertheless, before rendering a decision on the continued need for sealing, the Court
will grant Respondents' request that they be permitted to submit a memorandum of law in this
regard. Respondents shall file their brief, which should not exceed fifteen pages, by February 23,
For the reasons explained above, the Petition is granted and the Final Award is
confirmed. However, Respondents shall submit a memorandum of law with respect to sealing by
February 23, 2015. The Clerk of the Court is respectfully directed to enter judgment in favor of
Clearwater and close this case.
February 5, 2015
New York, New York
UNITED STATES DISTRICT JUDGE
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