case on three bases first that the arbitrator's refusal to permit shenzhen to develop and present evidence from shenzhen is principal negotiator of the franchise agreement at issue in this case  deprive the proceedings of fundamental fairness and that should be vacated under federal arbitration next section ten a three second that the arbitrator's award manifestly disregarded to a political franchise law and sh be vacated under f a a section twenty four and third that the award violates public policy well twenty four hours says where the arbitrators exceeded their powers or so imperfectly executed them but a mutual final  definitive award was not made are you contending that there was no definitive award circuit were on hundred eighty degrees opposite to what it is you haven't asked us to overrule cases like watts you just asked us to ignore them that's not something that has a significant acknowledge your honor that there is a that it's a very difficult path to tread what we held in watts is that an error of law is a basis for setting aside an arbitrator's word if and only if the arbitrator has told the parties to violate the law to the detriment of third parties and you don't make any such argument so i don't see what the the at five thirty one us fifty seven that the manifest disregard principles limited to two possibilities as you as your honor points out that an arbitrary order requires the parties to violate the law  unlicensed truck drivers and in eastern associated coal corporation the the court found that the the congress had empowered the department of transportation to promulgated regulations that related to sanctions for drug use and at the same time cited in its in its regs the importance of rehabilitation and found that the arbitration work in that case did not did not manifestly disregard the law because it was consistent with both of those two purposes of the regulations here the award condones hyatt's violation of the disclosure requirements under the f t c regulations would which require disclosure of material changes to our two  franchise agreements so you think the arbitrator misinterpreted the statutes no we we what we argue here your honor is that that the arbitrator acknowledged the law and then said even if you broke a law by it that's ok because there's no private right of action and the f t c but the but the disclosure requirements go to the heart of our unconscious military argument so we misinterpreted the consequent the legal consequences of what you say is a statutory violation the arbitrator said that that this that the that the violation of the standard the why isn't that pretty obviously what you bargained for in getting a decision from an arbitra well the what we'd what you're not bargaining for when you're when you go to an arbitrator's the arbitrator to acknowledge the law say that it applies to one of the parties and then to ignore it speaking of ignoring your brief for example tells us that the herb a traitor conveniently ignored that his originally disclose none of the liquidated damages provisions would have been applicable to sions i think that's a page fifty four of your brief  look at pages fifty seven and fifty eight of the appendix and i see what looks like the urban trader engaging on that issue i express no view on whether he's right or wrong he doesn't seem to ignore it well the the arbitrator  and again i'm i'm i'm sorry i and i apologize i'm not sure that i understand the question here well let me shift gears to something else and is it correct the defendant sions in terminated attorney care while others representation of it back in october of two thousand and twelve that's what we're told by that that she was terminated in october of the representation the attorney client relationship came to an end about a month after this deal clo is that correct refusals to allow us to get evidence from her and his contemporaneous decision to allow evidence from miss cadwallader through her declaration which we were not able to cross examine her by virtue of of his his or her arbitrator it seems to me that discovery regarding her was denied hearing did she ends and see discovery to explore regularity in the contracting process and whether she was jealous only negotiated the on three separate occasions and was was denied at each juncture so miss cadwallader admitted her role in the evidence that the arbitrator allowed from her behalf hiatt through her declaration the ascension was denied the opportunity to cross examine her on that shenzhen told the arbitrator that if they were allowed one third party witness subpoena but that would be to learn cadwallader on these issues and and he he denied it the arbitrator counsel yes or decades corporate counsel and promoters of alternative dispute resolution have been pushing arbitration as a faster cheaper alternative with little or no  discovery alternative to conventional federal civil litigation it sounds like you're asking us to second guess an arbitrator's decision on discovery here your honor this is not a a discovery dispute this is this is a the the parties were allowed to have a a third party subpoena third party subpoenas were issued by the arbitrator the arbitrator on one day says that this person is at the at has information it is is her role essential to the issues that are at the heart of this case this court recognized in t fourteen that that that a that where the sole evidence on a pivotal issue is denied to a party and where the evidence that  cadwalader was the primary negotiator of the franchise agreement at issue here in mccall v glick this court found that the standard set forth in tempo shame in the second circuit was one which where where the sole evidence on a pivotal issue is deprived of one of the parties that that deprives the hearing of fundamental fairness this is this is going to your concept that the chairman of your client claims he only negotiated or was only aware of ten percent of the terms the chairman testified that way the the measured in words as opposed to importance of the important some important terms the length of of the the the kimani terms chairman testified that he negotiated that one with us too but but as to all the others here are importantly liquidated damages terminations and the terms europe she was the principal negotiator suppose she'd been an in house lawyer would there be any but with that would your position be any better or worse in what didn't do a good job it's not that she didn't do a good job brownie it's that we have no evidence of the negotiations themselves from hershey look at yours we've got to get an integrated agreement except that we have contract formation defenses that allow for parole evidence you know i am really mixed up because it seems to me that you know your big complaint is the refusal to allow discovery into what you are alleging are her conflict issues but the arbitrator determined that such evidence wouldn't contracting and for the life of me i have not seen in the brief said any rate or today you pointing  ambiguous language for richard her testimony would be relevant and you know the claim of a conflict wasn't raised until the end of the hearing and on different grounds that it would be relevant to the negotiation of this an ambiguous a lost here with respect your honor to leave the property improvement plan at issue here was incorporated into the franchise agreement and numerous terms in the property improvement plan were open and ambiguous at the time of contract formation and shenzhen has it was deprived of its opportunity to get the the sole evidence on the issue of how the negotiations took place what was negotiated what was bargained for and when cadwallader was the sole person on that and in the arbitration proceeding  denied it at numerous juncture despite the arbitrators admission that her representation was at the heart of this case that shenzhen was denied the opportunity to cross examine her on her declaration which she directs the parties to violate the rights of third parties who are not parties to the arbitration agreement there is no claim of manifest disregard the law that is not presented here but even if  this agreement was substantially negotiated it was negotiated over the course of six months not just as to its legal terms but as to its business terms i will tell your honor that other contracts are not part of the record but the short answer to your question is yes this contract is somewhat different in that it was substantially negotiated now i had one last point your honor is on the manifest disregard a standard even if the court was to go back to the old standard procedure or just watts it would make no difference the arbitrator extensively discussed over the course of eight pages in his award why the claims under the f t c rule had no merit and why the claims of the california franchise investment lot had no merit under this court clear president those conclusions are not reviewed whether they're right or wrong it makes no difference those were the arbitrator's conclusions and those are binding i'd like with the court's permission to focus on what has become the focus of appeal and that is that they were supposedly denied the opportunity to get the sole evidence on some pivotal issues relating to the contract from asian offenses i think the claim is a bit difficult to understand because even on this appeal we don't know what that evidence is that's because this is not really a fundamental fairness claim this is a dispute about a discovery and the precedent is clear that courts do not sit and review arbitrators discovery rulings if it was not a discovery dispute shuns and would presumably be able to tell us what evidence their former attorney was going to present but again here even on this appeal we don't know what that a but i mean you know how would discovery ruling especially where the parties agreed to a set of rules that gives the arbitrators complete scrushy to determine what discovery is going to be conducted and i'd also point out that those rules the commercial arbitration rules make no provision for the taking of any depositions but that aside the second point and i think the more salient point is that if she ends in what's going to claim as they're claiming now that this evidence was sold and important to these pivotal issues they could at least tell the court what they hoped the evidence would be there's never been a proffer and i think if we get into the michael vs glick's standard it's clear that nothing that miss kind of while there could possibly say had any bearing on any issue let alone a pivotal issue  let's take the first one that shines and focus on which is its claim that there was some misunderstanding as to the scope of the property improvement plan and the deadline for completing those renovations first mis testimony whatever it might have been at deposition has no bearing on that issue and it's not the sole evidence in fact shenstone cross examined or deposed every person from hyatt who was involved in negotiating the business terms of that deal that included jim chu emily cuyp and chemo bertram in fact since then devotes a full section of one of its supplemental briefs and this appears that pages eight to forty three to two forty four to discussing hi it's understanding of the scope of the renovations and the deadline for completing those renovations there were also documents showing the negotiation of the property improvement plan which ends and for whatever reason chose not to introduce those in fact are referenced in one of chansons own briefs at page eighty one sixty three so there is simply no basis for claiming that even if this quote was to get to the michael standard that this was the sole evidence as to the parties understanding as to the scope of the renovations but more importantly this is not just not a pivotal issue this is not an issue at all the arbitrator determined first that it was not impossible to meet the original deadline that factual finding is not reviewable and it cuts the legs out from chansons claims that this was some pivotal issue as to the enforceability of the franchise  also concluded that if there was an issue that issue was cured by extending the deadline to january two thousand and fourteen a date the chins and itself picked after all of the issues according to the arbitrator regarding the design of the hotel had been remedied so again we think that there is no basis for proceeding on their claim of in possibility or mutual mistake because the very predicates of those claims were rejected by the arbitrator  cadwallader is testimony to address its claim of unconscionable ity again and makes no proffer what evidence did they hope to get from miss cadwallader there was nothing in the record this is just the bare assertion that because we did not get the chance to take a deposition we didn't get to put on everything that we wanted and awards are not vacated on those grounds regardless the arbitrator rejected the unconscionable theer unconscionable unconscionable belittling i apologize very on two bases neither of which have any bearing on what miss cadwallader might have said at deposition first the arbitrator concluded that there was no oppression or surprised that means that there was no procedural  the agreement had been negotiated the parties have equal bargaining power shen's and received a copy of the franchise agreement over two months before it signed it sends a makes much of the fact that its chairman did not speak english in contender stand the agreement that's of course  is the arbitrator found and is this court has repeatedly found it was represented by a business consultant and it was represented by counsel as your honour's noted shuns and makes much of its counsel's zealousness or perhaps her competence but the arbitrator made clear that those issues did not go to the enforceability of the franchise agreement even if miss cadwallader was not sell us in a representation even if she was conflicted and there was no evidence of either it made no difference is the terminations was that it was a binding enforceable agreement and that conclusion of law is not reviewable even if you ignore the procedural unconscionable any element the arbitrator also determined that the agreement itself was not substantively unconscionable he said that  terms favored hiatt there was no basis for concluding that the agreement shocked the concepts again that was a determination that was based simply on the terms of the agreement even if you cut out the procedural unconscionable on caution ability element you have to show both to proven caution ability and they could not do that here under the record tell us anything about why the conflict was not picked up earlier the moment the wallet or join your firm  according to the arbitrator's opinion and that's what i'll go by your honor there was not the clear understanding as to why it was not picked picked up when she first joined the firm the best explanation that we have is that she had not done any work for since october of two thousand and twelve because your honor noted that the representation and that at that point so i'm assuming and again it's just simply my assumption that she did not believe that it needed to be disclosed on the conflict coming from the world of civil litigation it's a little unusual to see a witness who gets to submit an affidavit and be subject to a position where i think your honor that shines a characterization of what this affidavit was and what it said stretches the truth a bit to put it mildly all that miss cadwallader affidavit discussed was the scope of her representation there was nothing confidential disclosed there was nothing addressing the merits of this dispute and the only way it was relevant was in connection with the disqualification motion absolutely nothing to do with the merits of any dispute here and the arbitrator resolved that motion on two disqualification motion after he concluded that illinois law applied because he decided that under the current version of the illinois rules of professional conduct the wall that was implemented by d l a piper was timely implemented notwithstanding the fact that it was not implemented the day that she arrived at the firm and that has absolutely nothing to do with what miss cadwallader said or did not say in our declaration and it has absolutely nothing to do with what shines and might have gotten out of her at a deposition it's a legal violated the disclosure laws again there's never been a proffer as to what she might have said on these issues and i will note for your honour's that the disclosure document that's the promise of these claims was delivered the sions and a month before  cadwallader was even hired but i think the two more important points are that these disclosure based claims were not raised by sions and until three weeks after the evidentiary hearing closed it is difficult to understand how chanson can take the position that the arbitrator unfairly excluded evidence on claims that were first raised after the evidentiary hearing was closed secondly when hyatt complained about the timing of these new claims which were not raised at all during the hearing shuns in itself told the arbitrator that these were purely legal issues in its words not requiring any facts that that eight hundred twenty five again it's hard to see how the former these weren't pivotal issues the arbitrator rejected the claim under the f t c rule not simply because it found that there was no private right of action he rejected the claim because the rule simply prevents a party from making material modifications to an agreement as compared to the one that set forth in the party's disclosure document the arbitrator said that this modification was not material because it had absolutely nothing to do with the hotel that was being renovated it dealt solely with hotels that were being newly constructed this hotel was not being newly constructed that was his conclusion again it's unreviewable as to the california franchise investment law claim he rejected it again for a legal reason he determined that shuns ends interpretation of the statute that high it was required to make supplement of the supplemental disclosure despite the fact that it was exempt from the statute itself wasn't on reasonable reading of the statute again this was not a pivotal issue that depended on testimony it was a legal issue that the arbitrator resolved as a matter of law against were also ruled on by the arbitrator he said that as i mentioned if these were issues and there was no evidence presented that they were they did not go to the enforceability of the franchise agreement which was a legally binding agree