UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 09-2174

AMERIX CORPORATION; 3C INCORPORATED; CAREONE SERVICES, 

INCORPORATED, f/k/a Freedompoint Corporation; FREEDOMPOINT 

FINANCIAL CORPORATION; ASCEND ONE CORPORATION; BERNALDO 

DANCEL,

Plaintiffs – Appellants,

and

GENUS CREDIT MANAGEMENT CORPORATION, now known as National 

Credit Counseling Services, Incorporated; INCHARGE 

INSTITUTE OF AMERICA, INCORPORATED,

Plaintiffs,

v.

LAVERNE JONES; STACEY NESS; KERRY NESS,

Defendants – Appellees.

Appeal from the United States District Court for the District of 

Maryland, at Baltimore. J. Frederick Motz, District Judge. 

(1:09-cv-01498-JFM)

Argued: September 22, 2011 Decided: December 9, 2011

Before TRAXLER, Chief Judge, KEENAN, Circuit Judge, and 

HAMILTON, Senior Circuit Judge.

Affirmed by unpublished per curiam opinion.
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ARGUED: Lawrence S. Greenwald, GORDON, FEINBLATT, ROTHMAN, 

HOFFBERGER & HOLLANDER, Baltimore, Maryland, for Appellants. 

Joseph Seth Tusa, TUSA, PC, Lake Success, New York, for 

Appellees. ON BRIEF: Catherine A. Bledsoe, Brian L. Moffet, 

GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, Baltimore, 

Maryland, for Appellants Amerix Corporation, 3C Incorporated, 

CareOne Services, Incorporated, FreedomPoint Financial 

Corporation, Ascend One Corporation, and Bernaldo Dancel; Dwight 

W. Stone, II, Dennis M. Robinson, Jr., WHITEFORD TAYLOR AND 

PRESTON, LLP, Baltimore, Maryland, for Appellants Genus Credit 

Management Corporation and InCharge Institute of America, 

Incorporated. G. Oliver Koppell, John F. Duane, Daniel Schreck, 

G. OLIVER KOPPELL & ASSOCIATES, New York, New York; Paul C. 

Whalen, WHALEN & TUSA, PC, New York, New York; Jack Sando, LAW 

OFFICE OF JACK C. SANDO, Bethesda, Maryland, for Appellees. 

Unpublished opinions are not binding precedent in this circuit.
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PER CURIAM:

This is an appeal under the Federal Arbitration Act, 9 

U.S.C. §§ 1–16, from the district court’s order confirming an 

arbitration award in which the arbitrator certified, inter alia, 

a nationwide class arbitration of claims alleging unfair and 

deceptive acts and practices in violation of the Maryland 

Consumer Protection Act, Md. Code Ann., Commercial Law 

§§ 13-301, 408 (West 2011). For reasons that follow, we affirm.

I.

We begin by setting forth the facts and procedural history 

relevant to the issues on appeal. Laverne Jones, Stacey Ness, 

and Kerry Ness each enrolled in a debt management program with 

Genus Credit Management Corporation (Genus), pursuant to a

document styled “EasyPay Client Agreement[],” which in turn 

incorporated by reference a document styled “Terms of Debt 

Management-EasyPay.” Jones v. Genus Credit Mgmt. Corp. (Genus 

I

The EasyPay Contract contained the following arbitration 

clause (the Arbitration Clause):

), 353 F. Supp. 2d 598, 600 (D. Md. Jan. 31, 2005) (internal 

quotation marks omitted). We will refer to this latter document 

as “the EasyPay Contract” and to the two documents together as 

“the Debt Management Plan.” Genus drafted the Debt Management 

Plan. 
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Any dispute between us that cannot be amicably 

resolved, and all claims or controversies arising out 

of this Agreement, shall be settled solely and 

exclusively by binding arbitration in the City of 

Columbia, Maryland, administered by, and under the 

Commercial Arbitration Rules then prevailing of, the 

American Arbitration Association (it being expressly 

acknowledged that you will not participate in any 

class action lawsuit in connection with any such 

dispute, claim, or controversy, either as a 

representative plaintiff or as a member of a putative 

class), and judgment upon the award rendered by the 

arbitrator(s) may be entered and enforced in any court 

of competent jurisdiction.

(J.A. 69). The EasyPay Contract also contained the following 

choice-of-law provision (the Choice-of-Law Provision):

The forms and schedules in this packet contain the 

complete agreement between you and [Genus] regarding 

the [Debt Management Program]. All questions 

concerning the construction, validity, and the

interpretation of this Agreement will be governed by 

the laws of the State of Maryland without reference to 

any conflict of laws rules.

Of relevance on appeal, Laverne Jones, Stacey Ness, and 

Kerry Ness (collectively the Underlying Plaintiffs) jointly 

filed a class action complaint in the United States District 

Court for the District of Maryland against Genus; InCharge 

Institute of America, Incorporated; Amerix Corporation; 3C 

Incorporated; CareOne Services, Incorporated

Id.

1

 1 Formerly known as Freedompoint Corporation.

; Freedompoint 

Financial Corporation; Ascend One Corporation; and Bernaldo

Dancel (collectively the Underlying Defendants). The First 
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Amended Complaint alleged various causes of action under federal 

and state law, including violation of the Credit Repair 

Organizations Act, 15 U.S.C. §§ 1679 to 1679j, and unfair and 

deceptive acts and practices in violation of the Maryland 

Consumer Protection Act, Md. Code Ann., Commercial Law §§ 13-

301, 408 (West 2011).2

The Underlying Defendants moved to dismiss the First 

Amended Complaint on the ground that the Arbitration Clause 

required the Underlying Plaintiffs to arbitrate all of their 

claims alleged in such complaint. Alternatively, the Underlying 

Defendants contended that if the district court permitted the 

action to proceed at all, the class action allegations should be 

stricken because the Arbitration Clause also contained a waiver 

by the Underlying Plaintiffs of their respective rights to 

participate in any class action lawsuit. The district court 

agreed with the Underlying Defendants that the Arbitration 

Clause required the Underlying Plaintiffs to arbitrate their 

claims alleged in the First Amended Complaint. Genus I, 353 F. 

Supp. 2d at 603. The district court alternatively held that, 

assuming arguendo

 2 None of the Underlying Plaintiffs were residents of 

Maryland during the time relevant to their allegations of 

wrongdoing on the part of the Underlying Defendants.

the Underlying Plaintiffs are not required to 

submit their claims to arbitration, their class action 
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allegations must be stricken in light of the 

class-action-lawsuit waiver contained in the Arbitration Clause. 

Id. In a separate order, the district court granted the 

Underlying Defendants’ motion to dismiss, dismissed the entire 

action, and “directed” the Underlying Plaintiffs “to arbitrate 

their claims against [the Underlying] [D]efendants, (if they 

choose to pursue them).” Id. Notably, the district court’s 

opinion in Genus I did not address whether the Underlying 

Plaintiffs could proceed with class-wide claims in arbitration, 

and the district court later wrote counsel for all parties to 

clarify its intention that the arbitrator should decide whether 

arbitration should be of class-wide claims or only the 

individual claims asserted by the Underlying Plaintiffs. Genus 

Credit Mgmt. Corp. v. Jones (Genus II

In February 2005, the Underlying Plaintiffs commenced an 

arbitration action against the Underlying Defendants before the 

American Arbitration Association (AAA), asserting various 

federal and state law claims. Pursuant to AAA rules, the 

parties jointly chose Donald H. Green as the sole arbitrator 

(the Arbitrator). Thereafter, the Arbitrator issued a decision 

entitled the “Partial Final Clause Construction Award,” in which 

the Arbitrator determined that, in the abstract, the arbitration 

between the Underlying Plaintiffs and the Underlying Defendants

), 2006 WL 905936 at *1 (D. 

Md. April 6, 2006). 
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could proceed as a class arbitration. Id. Dissatisfied with 

this decision, on November 7, 2005, the Underlying Defendants 

brought an action in the district court, seeking to have the 

Partial Final Clause Construction Award vacated. The Underlying 

Plaintiffs moved to dismiss the action. The Underlying 

Defendants opposed the motion and moved for summary judgment. 

The district court granted the Underlying Plaintiffs’ motion and 

dismissed the action. Id.

 After the parties engaged in discovery in the arbitration 

proceeding, the Underlying Plaintiffs moved for class 

certification of all claims asserted in their arbitration 

complaint. On May 7, 2009, the Arbitrator issued a decision 

entitled “Class Determination Award,” in which he determined 

that several of the claims, including claims under the Credit 

Repair Organizations Act and the Maryland Consumer Protection 

Act, could proceed in arbitration as nationwide class claims. 

The Arbitrator also named the Underlying Plaintiffs as class 

representatives.

at *3. The Underlying Defendants did 

not appeal this dismissal.

Dissatisfied with the Class Determination Award, the 

Underlying Defendants filed a second action in the district 

court; this time seeking to vacate the Class Determination Award 

in part. Specifically, they sought to vacate the Class 

Determination Award to the extent the Arbitrator: (1) ruled 
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that the Choice-of-Law Provision required the application of 

Maryland substantive law to the state law tort claims alleged by 

the Underlying Plaintiffs; and (2) certified a nationwide class 

of plaintiffs with respect to their alleged violations of the 

Maryland Consumer Protection Act.

The Underlying Plaintiffs moved for confirmation of the 

Class Determination Award. By order dated September 8, 2009, 

the district court denied the Underlying Defendants’ request for 

partial vacatur of the Class Determination Award, granted the 

Underlying Plaintiffs’ motion for confirmation, and confirmed 

the Class Determination Award. The Underlying Defendants noted 

a timely appeal of such order, resulting in the appeal presently 

before us. Following our hearing of oral argument in the 

present appeal on September 22, 2011, Genus and InCharge 

Institute of America, Incorporated on the one hand and the 

Underlying Plaintiffs on the other hand jointly moved to dismiss 

the present appeal as between themselves. See Fed. R. App. 

Proc. 42(b) (providing for voluntary dismissal by agreement of 

the parties). We granted their motion. Accordingly, the 

remaining appellants in the present appeal are Amerix 

Corporation, 3C Incorporated, CareOne Services Incorporated,

Freedompoint Financial Corporation, Ascend One Corporation, and 

Bernaldo Dancel (the Remaining Underlying Defendants).
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II.

On appeal, the Remaining Underlying Defendants ask us to 

vacate the portion of the Class Determination Award in which the 

Arbitrator certified a nationwide class of consumers with 

respect to the claims asserted under the Maryland Consumer 

Protection Act on the ground that, in so certifying, the 

Arbitrator exceeded his powers. See

We begin our consideration of these contentions by 

reiterating our extremely narrow scope of review in these types 

of appeals. “[J]udicial review of arbitration awards is . . . 

among the narrowest known to the law.” 

9 U.S.C. § 10(a)(4) 

(arbitration award may be vacated “where the arbitrators 

exceeded their powers”). The Remaining Underlying Defendants 

attribute the Arbitrator’s alleged exceeding of his powers to 

the following two conclusions reached by the Arbitrator: (1) 

that Maryland substantive law applies to the Underlying 

Plaintiffs’ state law tort claims; and (2) that the Maryland 

Consumer Protection Act applies to the Underlying Plaintiffs. 

According to the Remaining Underlying Defendants, these two 

conclusions are erroneous.

United States Postal 

Serv. v. Am. Postal Workers Union, 204 F.3d 523, 527 (4th Cir. 

2000) (internal quotation marks omitted). Vacatur of an 

arbitration award must, therefore, be a “rare occurrence.” 

Raymond James Fin. Servs., Inc. v. Bishop, 596 F.3d 183, 184 
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(4th Cir.), cert. denied, 131 S. Ct. 224 (2010). In reviewing 

the Class Determination Award under § 10(a)(4), we are limited 

to determining whether the Arbitrator did the job he was told to 

do, i.e., whether he acted within the scope of his powers; not 

whether he did it well, correctly, or reasonably, but simply 

whether he did it. Central West Virginia Energy, Inc. v. Bayer 

Cropscience LP, 645 F.3d 267, 272 (4th Cir. 2011); Raymond James 

Fin. Servs., Inc., 596 F.3d at 190. See also AT&T Mobility LLC 

v. Concepcion

Our consideration of the parties’ arguments and careful 

review of the record on appeal convince us that the Arbitrator 

did not exceed his powers in certifying a nationwide class of 

consumers with respect to the claims under the Maryland Consumer 

Protection Act as alleged in the arbitration complaint. There 

is no dispute that the Arbitrator was charged with the duty of 

determining which state’s substantive law applies to the 

Underlying Plaintiffs’ state law claims. In discharging this 

duty, the Arbitrator construed the first sentence of the 

Arbitration Clause in conjunction with the Choice-of-Law 

Provision. The first sentence of the Arbitration Clause, as 

quoted in the Class Determination Award, provides: “‘

, 131 S. Ct. 1740, 1752 (2011) (“review under § 10 

[of the Federal Arbitration Act] focuses on misconduct rather 

than mistake”).

Any 

dispute between us that cannot be amicably resolved, and all 
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claims or controversies arising out of this Agreement, shall be 

settled solely and exclusively by binding arbitration in the 

City of Columbia, Maryland.’” (J.A. 33). The Choice-of-Law 

Provision, as quoted in the Class Determination Award, states: 

“‘All questions concerning the construction, validity, and the 

interpretation of this Agreement will be governed by the laws of 

the State of Maryland without reference to any conflict of laws 

rules.’” Id.

According to the Remaining Underlying Defendants, the 

Choice-of-Law Provision limited the application of Maryland law 

to matters of contract construction only. Particular tort 

claims, they contend, are to be governed by Maryland’s

choice-of-law jurisprudence, which follows the rule of lex loci 

delecti as the ordering principle in tort cases. See Kortobi v. 

Kass, 957 A.2d 1128, 1139 (Md. Ct. Spec. App. 2008) (Maryland 

adheres to lex loci delecti

The crux of the Arbitrator’s analysis of this issue, as set 

forth in the Class Determination Award, is as follows:

(the law of the place of injury) as 

the ordering principle in tort cases).

[The Underlying Plaintiffs] contend these provisions 

mandate the application of Maryland law to all state 

law aspects of this arbitration. [The Arbitration 

Clause] is, in the parlance, a “broad” arbitration 

clause.

As noted, [the Underlying Defendants] assert [the 

Choice-of-Law Provision] applies only to construction 

of the [Debt Management Plan]. They further argue 
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that [the Arbitration Clause] merely establishes a 

situs and not the applicable law. It follows, they 

say, the class should not be certified if it is 

necessary to resort to the laws of 50 states to 

resolve the individual claims of the putative class 

members. [The Underlying Plaintiffs] disagree and 

also note that, even if that were so, case law 

demonstrates that such resort need not toll the death 

knell to their class aspirations. Both the [Choiceof-Law Provision] per se

* * *

, and the introductory words 

of [the Arbitration Clause] compel this Arbitrator to 

accept [the Underlying Plaintiffs’] argument.

Finally, reading [the Arbitration Clause] and 

[the Choice-of-Law Provision] together, as is 

appropriate in contract construction, and employing 

the doctrine of contra proferent[e]m

(J.A. 34).

, they support the 

interpretation that Maryland law was intended to 

apply.

3

Based upon this excerpt from the Class Determination Award, 

we are confident the Arbitrator did exactly the job the parties 

asked him to do——construe and apply the Debt Management Plan in 

determining the law applicable to the Underlying Plaintiffs’ 

state law tort claims. Accordingly, we have no trouble 

concluding that the Arbitrator acted within the scope of his 

arbitral authority in construing the EasyPay Contract to provide 

 

 3 The doctrine of contra proferentem provides that ambiguous 

contractual provisions must be construed against the interests

of the drafter. Maersk Line, Ltd. v. United States, 513 F.3d 

418, 423 (4th Cir. 2008) (“The basic contract law principle 

contra proferentem counsels that we construe any ambiguities in 

the contract against its draftsman.”).
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that Maryland substantive law applies to the Underlying 

Plaintiffs’ state law tort claims.

There is also no dispute that the Arbitrator was charged 

with determining the elements for class certification of the 

claims under the Maryland Consumer Protection Act. Before the 

Arbitrator, the Underlying Defendants argued that, because none 

of the Underlying Plaintiffs were residents of Maryland, they 

“cannot be certified as a class under the [Maryland Consumer 

Protection Act] because that Act only prohibits communications 

to Maryland residents of false or misleading statements or 

inducements.” (J.A. 51) (internal quotation marks and emphasis 

omitted).

The crux of the Arbitrator’s analysis on this issue, as set 

forth in the Class Determination Award, is as follows:

The answer lies in our prior ruling that Maryland 

law applies to the state law claims. As we have 

already noted the [Arbitration Clause] and [the 

Choice-of-Law Provision] fairly read require the 

application of Maryland law to non-federal disputes 

here. Thus the parties to the contract agreed to have 

Maryland substantive rules of liability apply to their 

disputes without reference to whether the particular 

customer was or was not a Maryland resident. If the 

effect of this agreement were to eliminate all

Maryland remedies defined to entitle only Maryland 

residents to a remedy, this would be a perverse result 

depriving the customer of the benefit of any consumer 

protection law in Maryland so framed, as well as any 

other state law remedy. This is contrary to the maxim 

pacta sunt servanda, namely that agreements are 

presumed to lead to enforceable obligations, not 

nullities.
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Id.

To summarize, in concluding that Maryland substantive law 

applies to the Underlying Plaintiffs’ state law tort claims and 

that the Maryland Consumer Protection Act applies to the 

Underlying Plaintiffs, the Arbitrator was construing and/or 

applying the EasyPay Contract and acting within the scope of his 

authority. 

 Based upon this excerpt from the Class Determination Award, 

we are again confident that the Arbitrator did exactly the job 

the parties requested him to do——interpret and enforce the Debt 

Management Plan in order to determine the elements for class 

certification of the claims asserted by the Underlying 

Plaintiffs under the Maryland Consumer Protection Act. 

Accordingly, we have no trouble concluding that the Arbitrator 

acted within the scope of his arbitral authority in interpreting 

the EasyPay Contract to provide that the Maryland Consumer 

Protection Act applies to the Underlying Plaintiffs.

A fortiori, the Arbitrator did not exceed his 

authority in certifying a nationwide class of consumers with 

respect to the claims under the Maryland Consumer Protection 

Act.

III.

As an alternative basis for obtaining vacatur of that 

portion of the Class Determination Award certifying a nationwide 

class of consumers with respect to claims under the Maryland 
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Consumer Protection Act, the Remaining Underlying Defendants 

contend the Arbitrator acted in manifest disregard of the law. 

Specifically, the Remaining Underlying Defendants contend the 

Arbitrator acted in manifest disregard of the law by ruling that 

the Maryland Consumer Protection Act applies to their disputes 

with the Underlying Plaintiffs and potential class members 

without regard to whether any such person was a resident of 

Maryland at the time of the alleged tortious conduct.4

 In 

support of this contention, the Remaining Underlying Defendants 

rely upon Consumer Protection Div. v. Outdoor World Corp.

We begin our consideration of this issue by noting that 

manifest disregard of the law is not an enumerated ground for 

vacating an arbitration award under the Federal Arbitration Act. 

9 U.S.C. § 10(a); 

, 603 

A.2d 1376, 1382 (Md. Ct. Spec. App. 1992), for the proposition 

that the Maryland Consumer Protection Act prohibits false or 

misleading statements or inducements from being sent to Maryland 

residents within Maryland’s borders, but does not apply to 

protect non-Maryland residents under the same circumstances.

MCI Constructors, LLC v. City of Greensboro, 

610 F.3d 849, 857 (4th Cir. 2010). However, prior to the 

Supreme Court’s opinion in 

 4 As we previously stated, none of the Underlying Plaintiffs 

resided in Maryland during the time relevant to their claims 

under the Maryland Consumer Protection Act.

Hall Street Assocs., LLC v. Mattel, 
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Inc., 552 U.S. 576 (2008), many courts, including the Fourth 

Circuit, recognized an arbitrator’s manifest disregard of the 

law as a viable common law ground for vacating an arbitration 

award. See, e.g., Remmey v. PaineWebber, Inc., 32 F.3d 143, 149 

(4th Cir. 1994). Since Hall Street Assocs. issued, some courts

have expressed skepticism about the continued validity of 

manifest disregard of the law as a valid basis for vacating an 

arbitration award. See, e.g., T.Co Metals, LLC v. Dempsey Pipe 

& Supply, Inc.

Because we conclude the Remaining Underlying Defendants 

have not established that the Arbitrator manifestly disregarded 

the law as they allege, we need not decide whether a court may 

still vacate an arbitration award if it flows from the 

Arbitrator’s manifest disregard of the law. Specifically, the 

Remaining Underlying Defendants fail to establish that the 

Arbitrator, in making his Class Determination Award, was “aware 

of the law, understood it correctly, found it applicable to the 

case before [him], and yet chose to ignore it in propounding 

[his] decision . . .”; all requirements of the manifest 

disregard of the law ground for vacatur. 

, 592 F.3d 329, 338–40 (2d Cir. 2010).

Remmey, 32 F.3d at

149. Rather, the record makes clear that the Arbitrator found 

the Maryland residency requirement recognized in Outdoor World 

Corp. inapplicable to the claims of the Underlying Plaintiffs 

and potential class members under the Maryland Consumer 
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Protection Act based upon language in the EasyPay Contract. 

See, e.g.

In conclusion, we affirm the district court’s confirmation 

of the Class Certification Award.

, (J.A. 51) (“[T]he parties to the contract agreed to 

have Maryland substantive rules of liability apply to their 

disputes without reference to whether the particular customer 

was or was not a Maryland resident.”). Under this circumstance, 

we cannot say that the Arbitrator manifestly disregarded the law 

with respect to his certification of a nationwide class of 

consumers under the Maryland Consumer Protection Act without 

regard to whether such consumers are residents of Maryland.

AFFIRMED