UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
AFFINITY FINANCIAL : CORPORATION et al. , : : Petitioners, : Civil Action No.: 10-2055 (RMU) : v. : Re Document Nos.: 1, 3 : AARP FINANCIAL, INC., : : Respondent. : MEMORANDUM OPINION G RANTING THE P ETITION TO C ONFIRM THE A RBITRATION A WARD ; D ENYING T HE R ESPONDENT ’ S M OTION TO V ACATE THE A RBITRATION A WARD I. INTRODUCTION This matter is before the court on a petiti on to confirm an arb itration award and the respondent’s motion to vacate the arbitration award. The petitioners, Affinity Financial Corporation and Waterfield Fina ncial Services, seek an order confirming their receipt of an arbitration award. The respondent moves for an order vacating that same award. Because the arbitration panel did not exceed its authority or manifestly disregar d the law, the court grants the petition and denies the respondent’s motion.

II. FACTUAL & PROCEDURAL BACKGROUND The petitioners are Affinity Financial Corpor ation (“Affinity”) and Waterfield Financial Services (“Waterfield”). Pet. ¶ 1. The responde nt is AARP Financial, Inc. (“respondent” or “AARP”). Id. ¶ 2. In August 2006, Affinity entered into a contract (“the Agreement”) with the respondent under which Affinity would provide financial se rvices to AARP members. Id. ¶ 3. Affinity then assigned its rights unde r the Agreement to Waterfield. Id. ¶ 4.2 The Agreement required any dis pute between the parties to be resolved by arbitration. Id. ; Respt.’s Opp’n Ex. A (“Agreement”) § 9.1. The Agreement granted the arbitrators the discretion to “fashi on appropriate relief,” which included mo netary damages and equitable relief. Agreement § 9.2. Following a dispute between the parties, A ffinity commenced arbitration proceedings against the respondent on February 11, 2009. Pe t. ¶ 10. The arbitration took place before a panel of three arbitrators (“the Pa nel”) over the course of a four-day period at the offices of the respondent’s counsel in Washington, D.C. Id. ¶ 7. On October 27, 2010, the Panel issued its written decision (“the Award”), in which it unan imously found in favor of the petitioners. Id. ¶ 15. In the Award, the Panel noted that it was di fficult to pinpoint the moment when any one party “crossed the line and breached the Agreemen t when the other party was not in breach.” Respt.’s Opp’n Ex. E. (“Award”) at 3. Accordin gly, the Panel stated th at “one could readily conclude that both parties were in default during various points dur ing the life of the contract.” Id. In calculating the total amount of damages, th e Panel concluded that th e fair result would be for Affinity to recover “some portion of the m oney expended by Affinity in getting its planned program up and running” in reliance on the contract. Id. Ultimately, “considering the law and the equities,” the Panel awarded a total of $2.75 million in damages to the petitioners. Id. Affinity and Waterfield now petition this court under 9 U.S.C. § 9 and D.C. Code § 16- 4422 for an order confirming the Award. See generally Pet. The respondent filed an opposition, see generally Respt.’s Opp’n to Pet. (“Respt.’s O pp’n”), and a contemporaneous motion under 9 U.S.C. § 10 and D.C. Code § 16-4423( b) to vacate the arbitration award, see generally Respt.’s Mot. to Vacate the Arbitration Award (“Respt.’s Mot.”). Both parties al so request an award of3 reasonable attorney’s fees and post-judgment inte rest under D.C. Code § 16-4225(c). Pet. ¶ 19; Respt.’s Reply at 8. With the petition and the respondent’s motion now ripe for review, the court turns to the parties’ arguments a nd the relevant legal standards.

III. ANALYSIS A. The Court Grants the Petition to Confir m the Arbitration Award and Denies the Respondent’s Motion to Vacate the Arbitration Award Both federal and local law instruct a court to confirm an arbitr ation award unless the award is vacated. See 9 U.S.C. § 9; D.C. C ODE § 16-4422. This court, therefore, will grant the petition to confirm the award onl y if it denies the respondent’s motion to vacate the award (and vice versa). The court thus examines the peti tion to confirm and the respondent’s motion to vacate simultaneously. 1. Legal Standard for Vacatur of an Arbitration Award The judicial review of arbitrati on awards is extremely limited. Kurke v. Oscar Gruss & Son, Inc. , 454 F.3d 350, 354 (D.C. Cir. 2006). The court “d o[es] not sit to hear claims of factual or legal error by an arbitrator” in the manner that an appeals c ourt would review a decision of a lower court. Teamsters Local Union No. 61 v. United Parcel Serv., Inc. , 272 F.3d 600, 604 (D.C. Cir. 2001) (quoting Kanuth v. Prescott, Ball & Turben, Inc. , 949 F.2d 1175, 1178 (D.C. Cir. 1991)). Rather, under the Federal Arbi tration Act (“FAA”), a court may vacate an arbitration award only (1) where the award was procured by corruption, fraud, or undue means; (2) where there was evident partiality or corr uption in the arbitrators, or either of them; (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; or4 (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 party challenging an arbitration award bears the burden of demonstrating that one of the statutory grounds set forth in the FAA exists. See Al-Harbi v. Citibank, N.A. , 85 F.3d 680, 682 (D.C. Cir. 1996). In addition to the statutory grounds for vacatur, this Circuit has also stated that vacatur of an arbitration award is permitted if the arbitrat or acted in “manifest disregard of the law,” 1 AlHarbi v. Citibank, N.A. , 85 F.3d 680, 682 (D.C. Cir. 1996) (quoting Kanuth , 949 F.2d at 1178), or if the award is “contrary to ‘some explicit pub lic policy’ that is ‘we ll defined and dominant’ and ascertained ‘by reference to the laws or legal precedents,’” LaPrade v. Kidder, Peabody &
Co. , 246 F.3d 702, 706 (D.C. Cir. 2001) (quoting Cole v. Burns Int’l Sec. Servs. , 105 F.3d 1465, 1486 (D.C. Cir. 1997)). To vacate an arbitration aw ard on the basis of an arbitrator’s manifest disregard of the law, the court “must find that (1) the arbitrator[] kne w of a governing legal principle yet refused to apply it or ignored it al together and (2) the law ignored by the arbitrator[] was well defined, explicit, and clear ly applicable to the case.” Id. (quoting DiRussa v. Dean Witter Reynolds, Inc ., 121 F.3d 818, 821 (2d Cir. 1997)).

1 The Supreme Court recently held that the provisions set forth in 9 U.S.C. § 10 “provide the FAA’s exclusive grounds for expedited vacatur.” Hall Street Assocs. v. Mattel, Inc. , 552 U.S. 576, 582 (2008). In light of this ruling, it remains unclear whether the “manifest disregard” standard remains a viable basis for relief. See Stolt-Nielson S.A. v. AnimalFeeds Int’l Corp. , 130 S. Ct. 1758, 1768 n.3 (2010) (declining to decide whether the “manifest disregard” doctrine continues to survive as an independent ground); Regnery Publ’g, Inc. v. Miniter , 368 F. App’x 148, 149 (D.C. Cir. 2010) (assuming without deciding that the “manifest disregard” doctrine survives Hall Street ); Republic of Arg. v. BG Grp. PLC , 2011 WL 182138 at *6 n.6 (D.D.C. Jan. 21. 2011) (noting that the Circuit has not resolv ed this issue). In the absence of any guidance from the Supreme Court or the Circuit, it is prudent to assume that the “manifest disregard” standard remains good law. In any event, becau se the petitioners in this case have not established the arbitrators’ “manifest disregard” of the law, see infra Part III.A.3, the court need not decide once and for all the viability of the “manifest disr egard” standard in order to resolve this case.5 2. The Panel Did Not Exceed Its Powers The respondent contends that the Panel exce eded its powers under 9 U.S.C. § 10(a)(4) when it awarded $2.75 million to the petitioners. Respt.’s Opp’n at 8. The respondent argues that the panel ignored relevant contractual provisions when it referred to a $1.25 million royalty payment as a partial basis of its calculation of damages. Id. The petitioners counter that the Panel’s award of damages was properly calculat ed by weighing the relevant principles of law and equity, and that this court may not second-guess its legal conc lusions. Pets.’ Reply at 10. This Circuit has explained that it is particularly necessary to accord the “narrowest of readings to the excess-of-authority pr ovision” of 9 U.S.C. § 10(a)(4). Davis v. Chevy Chase Fin. Ltd. , 667 F.2d 160, 165 (D.C. Cir. 1981) (internal quotation omitted). The powers of an arbitration panel are delineatedby the parties’ agreement to submit to arbitration. Id. Here, the Agreement granted the arbitrators the wide disc retion to “fashion appropriate relief when the circumstances warrant” doing so. Agreement § 9.1. This broad grant of authority empowered the panel to award both monetary damages and equitable relief. Id. § 9.2. The award of $2.75 million constitutes monetary “damages” as contempl ated by § 9.2 of the Agreement. Despite the respondent’s reluctance to accept the Panel’s decision, 2 the respondent does not argue that the Award overstepped the bounds of the Panel’s powers under § 9.2. Because the award of monetary damages fell within the category of relief the Panel was empowered to grant, the Panel did not exceed its powers under 9 U.S.C. § 10(a)(4). See Kanuth , 949 F.2d at 1180-81 (holding that an arbitration panel acted within its power s when it crafted a remedy of monetary damages pursuant to the arbitration agreement).

2 Here, the respondent argues that the Panel misconstrued a separate provision of the contract when it made reference to a $1.25 million royalty payment. However, a court is required to confirm an award even if the arbitrator ostensibly misconstrued the contract. United Paperworkers Int’l Union v. Misco, Inc. , 484 U.S. 29, 38 (1987).6 3. The Panel Did Not Manifestly Disregard the Law The respondent argues that the Panel “manifestly disregarded” the law because it improperly construed the contract in three ways: (1) by ignoring the respondent ’s insistence that a breaching party may generally not recover against a non-breaching party, (2) by awarding damages that were excessive in light of the c ontract’s prohibitions on certain types of damages and (3) by failing to explain its award of damage s. Respt.’s Opp’n at 11-14. The petitioners counter by noting that the respondent is simply at tempting to re-litigate the issues that were brought before the Panel. Pets.’ Reply at 2. The petitioners also contend that “manifest disregard” of the law requires something more th an legal error, which is all that the respondent alleges here. Id. at 14-15. To demonstrate that the Panel acted in manifest disregard of the law, the respondent must show that the Panel “knew of a governing legal pr inciple, yet refused to apply it or ignored it altogether” when ruling on its claims. LaPrade , 246 F.3d at 706. The Supreme Court has emphasized that even legal error does not require vacatur of the award. United Steelworkers v. Enter. Wheel & Car Corp. , 363 U.S. 593, 599 (1960). Rather, “[i]t is the arbitrator’s construction which was bargained for; and so far as the arbitrator’s decision concerns construction of the contract, the courts ha ve no business overruling him because their interpretation of the contract is different from his.” Id. ; see also Kanuth , 949 F.2d at 1178. Thus, “as long as the arbitrator is even arguabl y construing or applying the contract and acting within the scope of his authority, that a court is convinced he committed serious error does not suffice to overturn his decision.” United Paperworkers Int’l Union v. Misco, Inc. , 484 U.S. 29, 38 (1987).7 The respondent first claims the Panel failed to recognize the governi ng legal rule that a breaching party (allegedly, the petitioners) may not recover from a non-breaching party (the respondent) absent unjust enrichment. Opp’n at14. If the respondent was in fact a nonbreaching party, then this rule might apply. In its decision, however, the Panel concluded that it was difficult to identify any one moment when one party was in breach of the Agreement while the other was not. Award at 3. The respondent’s argument thus fails because the arbitrators clearly did not consider the respondent to be a non-breaching party. Id. Because it is clear at first glance that the legal rule th e respondent cites is not applicab le to the present dispute, it follows that the Panel did not refuse to apply a “governing legal principle.” LaPrade , 246 F.3d at 706. Therefore, the respondent’s first argumen t fails to show that the Panel “manifestly disregarded” the law. Turning to respondent’s sec ond argument – that the Panel’s award of damages was excessive – this court sees no need to second-guess the Panel’s construction of the contract. The respondent’s dissatisfaction with th e Panel’s imposition of damages is not relevant to the present inquiry. United Steelworkers , 363 U.S. at 599 (holding that a court’s disagreement with an arbitrator’s interpretation of a contract is nota ground for vacatur). The respondent’s argument therefore fails on the simple ground that legal error is insufficient to require vacatur of the Award. United Paperworkers , 484 U.S. at 38. Finally, the respondent argues that the Panel manifestly disregarded the law because “no findings or conclusions were made; no conn ection was made between the Award and the damages sought by Affinity; and no explanation was provided for the principles of law” upon which the award was based. Respt.’s Opp’n at 11-12. An arbitration panel is under no obligation to provide an e xplanation of its award. Kanuth , 949 F.2d at 1179; Sargent v. Paine8 Webber Jackson & Curtis, Inc. , 882 F.2d 529, 532 (D.C. Cir. 1989). Thus, the Panel’s failure to do so does not constitute a “manifest disregard” of the law. Ultimately, the respondent here is clearly enga ged in an attempt to relitigate each and every argument that was rejected by the Panel. By characterizing its every disagreement with the Panel’s Award as a “manifest disregard” of the law, the respondent hopes that this court will grant the respondent a mulligan in the form of de novo review. The respondent’s arguments run counter to well-establish ed public policy because de novo review would undermine the entire concept of arbitration as a privat e method of resolving grievances. See Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc. , 473 U.S. 614, 625-26 (1985) (“ The liberal federal policy favoring arbitration agreements is at bottom a policy guaranteei ng the enforcement of private contractual agreements.”) (quot ation marks and alterations om itted). In any event, the respondent’s arguments are refuted by even the most cursory review of the Panel’s decision. Accordingly, there is no reason to believe that the Panel’s Award suffered from any infirmity that would allow this court to vacate the Award under federal law. 4. There Is No “Reasonable Ground” to Vacate the Award The respondent suggests that D.C. Code § 16- 4423(b) allows a cour t to set aside an arbitration award in the event th at it sees any “reas onable ground” for doing so. Respt.’s Opp’n at 12. In contrast, the petitioners argue that this statutory provisi on does not provide an independent legal ground for de novo review of an arbitrator’s reward. Pets.’ Reply at 12. D.C. Code § 16-4423(b) states that a court “m ay vacate an award made in the arbitration proceeding on other reasonable ground[s].” At leas t one member of this court has read section 16-4223(b) narrowly. Foulger-Pratt Residential Contrac ting, LLC v. Madrigal Condos., LLC , 2011 WL 1576095, at *16 (D.D.C. Apr. 27, 2011). Speci fically, this court has adopted the view9 that § 16-4423(b) does not authorize de novo review of an arbitrator’s award. Id. (relying on the D.C. Court of Appeals’ interpretation of § 16-4223(b) in A1 Team USA Holdings, LLC v. Bingham McCutchen, LLP , 998 A.2d 320, 322 (D.C. 2010)). Rather, both federal and state courts have interpreted this provision such th at it does not expand the “narrow and extremely limited” scope of judicial review of an arbitration award. Foulger-Pratt , 2011 WL 1576095, at *16; A1 Team , 998 A.2d at 326. The respondent’s argument, if adopted, w ould radically undermine the stability and finality of arbitration awards because it would al low dissatisfied parties to circumvent the clear limitations on judicial review that are set forth in9 U.S.C. § 10(a). This court therefore refuses to read § 16-4223(b) as anything more than the recognized principle that an arbitration award may be set aside if it manifestly disregards some clear expression of binding law or public policy. See Foulger

- Pratt , 2011 WL 1576095, at *16; A1 Team , 998 A.2d at 327. Accordingly, the court concludes that the respondent has not de monstrated that the Award should be vacated. The court therefore grants the petition to c onfirm the arbitration award and denies the respondent’s motion. B. The Court Grants the Petitioners Reasonable Attorney’s Fees Both parties have requested an award of reasonable attorn ey’s fees as well as postjudgment interest. Pet ¶ 19; Respt.’s Reply at 8. In a judicial proceeding to confirm or vacate an arbitration award, the court “may add reasonable a ttorney’s fees and other reasonable expenses of litigation incurred” to its judgment. D.C. C ODE § 16-4425(c); Foulger-Pratt , 2011 WL 1576095, at *22 (granting attorney’s f ees after confirming an arbitra tion award). In light of the respondent’s fruitless and no doubt expensive efforts to relitigate its claim, the court grants the10 petitioners leave to file a motion for an award of reasonable attorney’s fe es and other reasonable expenses that have been incurred in this judicial proceeding.

IV. CONCLUSION For the foregoing reasons, the court affirms the petition to confirm the arbitration award and denies the respondent’s motion to vacate th e arbitration award. Furthermore, the court grants the petitioners leave to file a motion re questing reasonable attorney’s fees and other reasonable expenses that have been incurred in this judicial proceeding. An Order consistent with this Memorandum Opinion is separately and contemporaneously issued this 1st day of July,
2011.

RICARDO M. URBINA United States District Judge