partnership agreement and i disputed that was i'm fine by either side but with that understanding sure you're ok but but you do you do say with respect to that document we authorize you to sign it on our behalf correct yes we agree to that document why wouldn't that be a binding document they never agreed to it as the arbitrator specifically found defendants maintained that quote the thirteen november did there's this condition that has to be satisfied and nobody agreed to the number and then suddenly out of nowhere and it's just this  arbitration award must stand if the arbitrator quote even though arguably interpreted the party's contract that's what the court said in oxford health and this court in the collins case perhaps even more bluntly the federal arbitration act quote does not sanction judicial review of the merits so in oxford health the court simply looked at whether the arbitrator was engaged in the act of interpret in the arbitration agreement he did  delaware contract law and he concluded that a valid contract has been formed and had been breached and this case is utterly unlike aspect engineering and that well let me let me ask you about this is what  let's put aside for a nd whether the arbitrator's decision was correct or incorrect i think that what troubles me in this case is that the initiation of the arbitration seemed to be about the enforceability of the was asked to arbitrate was whether or not this december document was enforceable and what instead he said no it's not and he went on to say but there's a november document that's in forcible so i'm wondering whether he exceeded the scope as to particular documents remember that he was considering the entire course of the parties dealing here and part of the reason he was doing that was that china fortune the other side lobby in one thousand separate counter claims raising all manner of toward and contract duty and in order to assess that only way that the orbit trader could assess that was to know what documents actually govern and so for instance the arbitrator permissibly concluded that in order to determine whether the just number l p s a was valid and enforceable i have to assess whether that was an impermissible remember the china fortune asked for something unusual here they said we don't want to just go with e l p a is what we need to do is put a lot of the meat of the into the subscription agreement and the reason for is long and complicated china for said for us to translate them into chinese and so what they said is we want the subscription agreements to stand in for the limited partnership agreements and so there's an e mail back from mr chong one of the principals of the funds he to china fortune in which he says that the subscription agreement quote will bind you to the appendix and the lp and the arbitrators that agreement with this is laid out somewhat it in the read brief it's forty eight to fifty and i fear that it may have been buried a bit there but let me point you to just a couple of provisions in the names the subscription agreement requires the parties to certify familiarity with the terms of the partnership agreement that's it for ninety nine dollars and then appendix one which is part of the subscription agreement requires the parties to agree to comply with the partnership agreement that's a five a one and then this is perhaps the most critical thing at fifty dollars say the appendix one provides that the signature page of the subscription agreement will constitute a signature to the partnership agreement itself that's in paragraph five am and again at no point has china fortune responded to that so judge  answer to a simple question the meeting of the minds was we made an offer or my client made an offer and said here are the subscription agreements and the esko escrow agreements and when you sign those you will be agreeing to the november limited partnership the partnership agreement and just to be clear the only version of the partnership agreement that's in existence at the time those signatures are a fixed is the novak number version appendix one refers to the limited partnership agreement more than was our argument was that that was a permissible amendment to the agreement that constituted the subscription agreements the escrow agreements in the november version and the arbitrator disagreed with us about this and i think it's important  here that this was not an unmitigated win for us the arbitrator specifically said no to the december version of the agreements but agreed with the argument in the alternative that we had made that if the december agreements weren't valid and binding that the november agreements and i would just add on that sort of the cherry on top judge for us is the thing that you pointed to at the end of this we have conduct after conduct after conduct making clear that the parties understood there was an agreement china fortune is a public company and it issues a disclosure saying the board has agreed to the agreements that's in the excerpts of record twenty three and the s t r at nineteen and then they go ahead and transfer eighty one million dollars of course they understood that there was an agreement and the idea that they were somehow to do and that a lack of a signature on the november lp in a world in which the only they can assure you needed was the s s a somehow floored them into transferring eighty million dollars remember again that this was exactly the arrangement that they had asked for my client said we want you to sign e l p a that's what typically is done in in these sorts of financial arrangements and china fortune came back and said no no no we need something different we need  without other information is sure your honor and that's the nd thing and the question is whether the fact that it's stamped draft as a matter of law precludes it from being legally enforceable and the other side  anything that would support that missing i think we're missing each other here mr putin says it's not only labeled draft it's lacking some information that would have to it would have to appear to be the finder could rule on in different ways certainly a finder of fact could say i give weight to the fact that it says draft on it but that's not the posture in which we find ourselves and i think it's useful and internal inconsistency isn't enough my friend on the other side has said that there was an inconsistency between what the arbitrator said about those signatures and whether or not a contract was formed now of course the arbitrator specifically founded thirty six dollars to thirty seven dollars and numerous other places throughout the document that there was an agreement that included the november lp but even so even if you believe that there's an internal inconsistency there this court held in fact that is not enough as a matter of law to return an arbitration award and omission isn't enough and ambiguity isn't enough what you really need is what there was in a case like engineering or in one of the similar cases like stolt nielsen in the supreme court in those cases what the arbitrator does  touchstone of this sort of quaint language about an arbitrator dispensing their own brand of industrial justice what you have to have in cases like this is the arbitrator saying there is conclusion upon an aspect of actual past procedures but upon his rationalization that to enforce the clauses on aspect would be unjust and that's just utterly unlike anything that we have here what the parties bargain for arbitrator's decision on this issue and the arbitrator gave the parties what they bargained for a one hundred and forty seven dollars page decision that interpreted the parties how can this how can there be a binding contract as to the december agree and that's when it wasn't even seen by us we didn't see the december documents and a year later and october th but i think that speaks to  arbitrator to decide and i think the court would be sending a dangerous precedent if you just allowed arbitrators to rummage through earlier draft version of documents i can find a contract where the party said that's not  alternatives and to the trial judges all the time now that may instead may exceed the scope of the or bridgeable question that's what you're arguing but i don't think you can get i don't think you're get very far with saying when people argue in the alternative they forfeited both arguments that have facts and i'm saying i did the light was red or green your honor either way i'm not responsible for the auto accident i can't use that i don't think i take i take your point take your next case on the calendar