UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 12-1464

WELLS FARGO ADVISORS, LLC,

Claimant - Appellee,

v.

CLIFFORD JOHN WATTS,

Respondent - Appellant.

No. 12-1484

WELLS FARGO ADVISORS, LLC,

Claimant - Appellant,

v.

CLIFFORD JOHN WATTS,

Respondent - Appellee.

Appeals from the United States District Court for the Western 

District of North Carolina, at Statesville. Max O. Cogburn, 

Jr., District Judge. (5:11-cv-00048-MOC-DLH)

Submitted: July 29, 2013 Decided: October 1, 2013

Before MOTZ and DIAZ, Circuit Judges, and John A. GIBNEY, Jr., 

United States District Judge for the Eastern District of 

Virginia, sitting by designation.
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Affirmed in part; reversed and remanded in part by unpublished 

per curiam opinion.

Matthew K. Rogers, LAW OFFICE OF MATTHEW K. ROGERS, PLLC, 

Hickory, North Carolina, for Appellant/Cross-Appellee. Charles 

E. Raynal, Matthew H. Mall, PARKER POE ADAMS & BERNSTEIN, LLP, 

Raleigh, North Carolina, for Appellee/Cross-Appellant.

Unpublished opinions are not binding precedent in this circuit.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

Clifford John Watts (“Watts”), a former employee of Wells 

Fargo Advisors, LLC (“Wells Fargo”), appeals a judgment of the 

district court enforcing an arbitration award against him. 

Wells Fargo cross-appeals the district court’s refusal to 

enforce the arbitrator’s award of attorneys’ fees to it. We 

affirm in part and reverse and remand in part.

I.

In October 2007, Watts signed a retention bonus agreement 

providing that he would receive a bonus of $306,726 from Wells 

Fargo’s predecessor, Wachovia, to be paid in monthly 

installments. The same day, Watts also signed a promissory note 

allowing him to receive his full bonus upfront as a “loan” and 

repay the loan in monthly installments, which the monthly bonus 

payments would offset. The retention bonus agreement and 

promissory note explained that, should Watts terminate his 

employment, he would stop receiving bonus payments and would be 

liable to pay the amount outstanding on his loan. Both 

agreements also included clauses designating arbitration as the 

“exclusive remedy” for adjudicating disputes arising out of the 

agreements.

In July 2009, Watts resigned from Wells Fargo. 

Approximately $237,000 remained unpaid on the promissory note. 
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Wells Fargo moved to collect the balance from Watts. When he 

refused to pay, Wells Fargo initiated an arbitration proceeding. 

The arbitration panel enforced the note, entering an award in 

favor of Wells Fargo. Relying on a provision in the note

stating that Watts “agree[d] to pay . . . without limitation, 

reasonable attorneys’ fees,” the arbitrators also granted Wells 

Fargo attorneys’ fees in the amount of $60,480.25.

Watts moved to vacate the arbitration award –- including 

both the unpaid balance and the attorneys’ fees award. Wells 

Fargo moved to confirm the full award. As to the unpaid 

balance, the district court denied Watts’ motion to vacate and 

granted Wells Fargo’s motion to confirm. But, as to the 

attorneys’ fees, the district court vacated the award on the 

ground that the arbitration panel had not articulated “any

analysis whatsoever” to explain the amount of the award. This 

appeal and cross-appeal followed.

II.

We review a district court’s legal conclusions de novo. 

MCI Constructors, LLC v. City of Greensboro, 610 F.3d 849, 857 

(4th Cir. 2010). But “[o]ur authority to review the arbitration 

award[] at issue, like the authority of the district court to do 

the same, is substantially circumscribed.” Id. (internal 

quotation marks omitted). In fact, “the scope of judicial 
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review for an arbitrator’s decision is among the narrowest known 

at law.” Id. (internal quotation marks omitted). “In order for 

a reviewing court to vacate an arbitration award, the moving 

party must sustain the heavy burden of showing one of the 

grounds specified in the Federal Arbitration Act (the ‘FAA’) or 

one of certain limited common law grounds.” Id.

The very limited statutory grounds for vacating an

arbitration award are: “(1) where the award was procured by 

corruption, fraud, or undue means; (2) where there was evident 

partiality or corruption in the arbitrators . . . ; (3) where 

the arbitrators were guilty of misconduct . . . ; 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 made.” 9 U.S.C. § 10(a). The 

equally circumscribed common-law grounds may “include those 

circumstances where an award fails to draw its essence from the 

contract, or the award evidences a manifest disregard of the 

law.” MCI Constructors, 610 F.3d at 857 (internal quotation 

marks omitted).

III.

Watts presents no basis for vacating any portion of the

arbitration award covering the unpaid balance on the promissory 

note. As the district court properly held, Watts failed to 
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offer any particularized support for his argument that Wells 

Fargo somehow engaged in fraud, corruption, or undue means in 

procuring its award, including in its conduct during discovery. 

Watts similarly failed to provide any particularized support for 

his argument that the arbitrators engaged in any improprieties

within the scope of the FAA. Further, he made no showing that 

the arbitrators engaged in “manifest disregard of the law,” a 

“carefully circumscribed” concept that requires that “the 

arbitrator refused to heed” a “clearly defined” legal principle 

that is “not subject to reasonable debate.” Wachovia Sec., LLC 

v. Brand, 671 F.3d 472, 483 (4th Cir. 2012) (internal quotation 

marks omitted).

Nor has Watts presented a basis for vacating this portion 

of the arbitration award on public policy grounds. Watts has 

offered no “well defined and dominant” public policy reason to 

refuse to enforce the retention bonus agreement or promissory 

note that is “ascertained by reference to law[] . . . and not 

from general considerations of supposed public interests.” See

W.R. Grace & Co. v. Local Union 759, Int’l Union of the United 

Rubber Workers, 461 U.S. 757, 766 (1983). This is no surprise. 

For there is no such reason. The bonus agreement and promissory 

note that the arbitrators enforced clearly explain the nature of 

the transaction Watts entered and are standard agreements in the 

industry that courts routinely uphold.
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IV.

These same principles render the district court’s holding 

vacating the arbitrators’ award of attorneys’ fees to Wells 

Fargo error. A court must defer to the arbitrators’ findings as 

to the appropriate amount of attorneys’ fees. The strict 

deference courts owe to arbitrators applies to factual findings 

as well as legal determinations. See Upshur Coals Corp. v. 

United Mine Workers, Dist. 31, 933 F.2d 225, 229 (4th Cir. 

1991). Moreover, “[a]rbitration panels are not required to 

explain their decisions.” MCI Constructors, 610 F.3d at 859 

n.6. Thus, a court must defer to arbitrators’ factual findings

on attorneys’ fees even if the arbitrators do not explain a

basis for the precise amount. This deference seems particularly

appropriate in this case, given that the arbitrators awarded an 

attorneys’ fees amount well below Wells Fargo’s request and the 

district court made no findings as to the excessiveness of the 

award.

V.

Accordingly, we affirm the district court’s denial of 

Watts’ motion to vacate the arbitration award covering the 

unpaid balance on the promissory note and grant Wells Fargo’s 

motion to confirm that award. We reverse the district court’s 

ruling vacating the arbitration panel’s grant of attorneys’ 
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fees. We remand the case to the district court for entry of an 

order enforcing the attorneys’ fees award. We dispense with 

oral argument because the facts and legal contentions are 

adequately presented in the materials before this court and 

argument would not aid the decisional process.

AFFIRMED IN PART;

REVERSED AND REMANDED IN PART