United States Court of Appeals 

For the First Circuit 

No. 17-2014 

DIALYSIS ACCESS CENTER, LLC; JUSTO GONZÁLEZ-TRÁPAGA, M.D.; 

NANCY ROIG-FLORES, 

Plaintiffs, Appellants, 

v. 

RMS LIFELINE, INC., 

Defendant, Appellee. 

APPEAL FROM THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO 

[Hon. Pedro A. Delgado-Hernández, U.S. District Judge] 

Before 

Howard, Chief Judge, 

Torruella and Thompson, Circuit Judges. 

Bámily López-Ortiz, with whom López Toro and Lizabel M. 

Negrón-Vargas were on brief, for appellants. 

 José Luis González-Castañer, with whom Roberto Ariel 

Fernández-Quiles and González Castañer, PSC were on brief, for 

appellee. 

August 1, 2019 
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THOMPSON, Circuit Judge. Before us once again are 

Dialysis Access Center (a Puerto Rico LLC) ("DAC"),1 and RMS 

Lifeline, Inc. (a Delaware corporation) ("RMS"), the central 

players in a years-long and much-papered dispute.2 Having 

previously been sent by this court to arbitrate their disputes, 

Dialysis Access Ctr., LLC v. RMS Lifeline, Inc., 638 F.3d 367, 371 

(1st Cir. 2011) (Dialysis I), DAC and RMS are back -- this time 

with DAC contesting soup-to-nuts the arbitrator's decision in 

RMS's favor and the district court's refusal to vacate it. Finding 

no error, we conclude that the district court was correct in 

rebuffing DAC's challenge, so we affirm. 

BACKGROUND 

We lay out the basics pertinent to the latest installment 

of this arbitration-fueled litigation. DAC is a Puerto Rico-based 

company that focuses on providing vascular intervention and access 

services to dialysis and kidney failure patients, and RMS 

specializes in managing and operating centers like DAC. In 2007, 

DAC and RMS entered into a management services agreement (the 

 1 DAC's members are: Dr. Justo González-Trápaga; his wife, 

Nancy Roig-Flores; and two other doctors/minority shareholders who 

need not be listed because they settled during arbitration. For 

the sake of clarity and simplicity, and because the parties advance 

the same appellate contentions, we refer to them collectively as 

DAC. 

2 By way of background, diversity is the basis for 

jurisdiction here. 
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"MSA") for the development, building, management, and operation of 

a vascular access center in Mayagüez, Puerto Rico.

The MSA's provisions most relevant to this appeal are 

these: section 12.1, "Termination by Either Party for Cause" 

(laying out the procedure for terminating the MSA, specifically, 

notice of a breach, an opportunity to cure the breach, and, 

ultimately, termination of the MSA by the non-breaching party if 

cure could not be effected within sixty days of notice given); 

section 13.3, "Governing Law" (the choice-of-law provision 

instructing that the Commonwealth of Puerto Rico's substantive 

laws would apply to the MSA); and section 13.9, "Dispute 

Resolution/Arbitration" (requiring the parties' exhibition of good 

faith in the resolution of any dispute arising under the agreement, 

and, if no agreed upon resolution could be reached, submission to 

binding arbitration under the rules of the American Health Lawyers 

Association (the "AHLA")). 

During the term of the MSA, the relationship between the 

parties apparently soured, and numerous imbroglios arose between 

DAC and RMS about their respective obligations under the agreement. 

Those disputes set into motion this multi-year litigation about, 

among other things, the parameters of the arbitration requirement. 

Indeed, that question brought these parties before this 

court nearly a decade ago (in 2010). Dialysis I, 638 F.3d at 373-

74. In that first go-round, we, like the district court, found 
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the disputes arbitrable and directed the parties to arbitrate their 

beef before the AHLA. Id. at 383-84. 

Once there, claims, counterclaims, and crossclaims 

abounded. Everything from fraud in the inducement to fraud in the 

performance to the ultimate breach of the MSA was put before the 

arbitrator.3 After months of intermittent arbitration sessions, 

in July of 2013, the arbitrator issued a final decision in favor 

of RMS awarding it a grand total of $1,969,068.68, which covered 

damages, extra liability for dolo exhibited by DAC,4 prejudgment 

interest, costs, attorneys' fees (from the arbitration and the 

pre-arbitration litigation), as well as credits for the 

settlements by the other two doctors. We'll discuss the award 

more in due course as its many contested aspects come up in the 

course of the parties' appellate contentions. 

DAC next turned to the federal district court in Puerto 

Rico, where it filed a complaint (treated by the lower court as a 

 3 Since the particulars of those arguments aren't central to 

our analysis of the issues on appeal, we need not dive into them 

here. Instead, we direct the interested reader to the magistrate 

judge's report and recommendation, which provides more information 

regarding the parties' arbitral contentions. See Dialysis Access 

Ctr., PLLC v. RMS Lifeline, Inc., No. CV 13-1796 (PAD), 2017 WL 

3579706, at *1 (D.P.R. May 31, 2017), report and recommendation 

adopted sub nom. Dialysis Access Ctr., LLC v. RMS Lifeline, Inc., 

No. CV 13-1796 (PAD), 2017 WL 3602012 (D.P.R. Aug. 22, 2017). 

4 Puerto Rico law explains that "dolo" occurs "when by words 

or insidious machinations on the part of one of the contracting 

parties the other is induced to execute a contract which without 

them he would not have made." P.R. Laws Ann. tit. 31, § 3408. 
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motion -- "[DAC] now move[s] the Court") seeking to vacate or 

modify the arbitration award, primarily arguing that the 

arbitrator exceeded his powers, misapplied the law on parol 

evidence, engaged in misconduct in evaluating the evidence (with 

respect to dolo in contract formation, novation, and breach), and 

disregarded Puerto Rico's law regarding damages. RMS opposed what 

it deemed a "groundless" contestation of the arbitrator's award in 

a motion and supporting brief requesting enforcement of the award. 

The magistrate judge who handled the matter analyzed the 

parties' claims under the Federal Arbitration Act (the "FAA"), and 

found that not only did DAC fail to demonstrate why the award 

should be vacated, but also, that the arbitrator's thorough 

decision was both supportable and well-reasoned. Therefore, with 

DAC not having evinced any misconduct or manifest disregard of the 

law by the arbitrator, or that his handling of the case exceeded 

his powers, the magistrate judge recommended that DAC's complaint 

be denied. 

DAC filed timely objections to the magistrate judge's 

report and recommendation, taking a three-pronged aim at what DAC 

says was error: her failure to hold a hearing as required by the 

Puerto Rico Arbitration Act (the "PRAA"), her use of the wrong 

standard of review, and her failure to consider all of DAC's 

evidence and arguments. RMS, unsurprisingly, opposed those 

objections. After reviewing the written submissions, the district 
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court sided with the magistrate judge and rejected DAC's arguments 

-- no hearing was required; the FAA applied to the controversy; 

and the magistrate judge did, in fact, examine and evaluate each 

of DAC's contentions. Therefore, concluding that the magistrate 

judge's findings and conclusion were well supported, the district 

court adopted the magistrate judge's report and recommendation in 

full, dismissed the complaint to vacate and/or modify the 

arbitration award, and confirmed the award. 

The saga now continues as DAC asks us to upend the 

district court's refusal to vacate the arbitrator's award. 

DISCUSSION 

Before us, DAC advances a variety of arguments to support 

its position that the arbitrator's award should be vacated.5 

Regrettably, DAC's briefing is -- shall we say -- not exactly a 

beacon of clarity. But, as best we can distill, its arguments, as 

we understand them, fall chiefly into two main baskets: (1) the 

 5 Quick note: although DAC's assorted paper submissions both 

to the court below and to us have packaged its challenge to the 

arbitrator's award as a request for the award to be vacated or 

modified, in actuality, DAC's analysis focuses entirely on vacatur 

-- document titles and brief heading lines aside, the sole mention 

of modification in its briefing before this court is a throwaway 

line at the end of its opening brief contending that the lower 

court should have "at the very least" modified the arbitrator's 

award. But because there is no legal support offered for this 

assertion and not even a slight effort at developed argumentation, 

any argument with respect to modification of the arbitration award 

is deemed waived. See United States v. Zannino, 895 F.2d 1, 17 

(1st Cir. 1990) (treating arguments not developed on appeal as 

waived). 
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PRAA, not the FAA alone, should have governed the district court's 

standard of review of the arbitration decision; and (2) three 

errors compel the vacating of the award, specifically (a) the 

arbitrator engaged in misconduct when he refused to consider, or 

even allow certain evidence; (b) the arbitrator exceeded his powers 

in his awards of attorneys' fees and prejudgment interest, as well 

as in how he calculated damages; and (c) the arbitrator manifestly 

disregarded the law on dolo.6 RMS disagrees and we will lay out 

RMS's responses to DAC's arguments section by section as necessary. 

We review the district court's decision to confirm or 

vacate an arbitration award de novo, Ortiz-Espinosa v. BBVA Sec. 

of P.R., Inc., 852 F.3d 36, 47 (1st Cir. 2017) (citing Cytyc Corp. 

v. DEKA Prods. Ltd. P'ship, 439 F.3d 27, 32 (1st Cir. 2006)), but 

in undertaking that review, we are cognizant that "[a] federal 

court's authority to defenestrate an arbitration award is 

extremely limited," Mt. Valley Prop., Inc. v. Applied Risk Servs., 

Inc., 863 F.3d 90, 93 (1st Cir. 2017) (quoting First State Ins. 

Co. v. Nat'l Cas. Co., 781 F.3d 7, 11 (1st Cir. 2015)). 

1. The PRAA and the FAA 

We begin with the first issue DAC presents: whether the 

 6 In addition to what we've organized into the aforementioned 

baskets, DAC makes a number of arguments founded in and on 

substantive Puerto Rico law. We are not ignoring those arguments, 

but based on our analysis and limited review, we have no reason to 

tackle them. 
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lower court erred in applying only the FAA's more limited standard 

of judicial review to this dispute. We note that the FAA applies 

to "a contract evidencing a transaction involving [interstate] 

commerce," Ortiz-Espinosa, 852 F.3d at 42 (quoting 9 U.S.C. § 2), 

and neither DAC nor RMS dispute that theirs was such a transaction. 

That said, parties are free to contract around the application of 

the FAA in favor of state arbitration law, Hall St. Assocs. v. 

Mattel, Inc., 552 U.S. 576, 590 (2008), such as the PRAA, which 

we've described as providing a "more searching" standard of review, 

see P.R. Tel. Co. v. U.S. Phone Mfg. Corp., 427 F.3d 21, 29 (1st 

Cir. 2005), abrogated on other grounds by Hall St., 552 U.S. at 

583 n.5, 584. Indeed, the Hall Street Court explained that "[t]he 

FAA is not the only way into court for parties wanting review of 

arbitration awards: they may contemplate enforcement under state 

statutory or common law, for example, where judicial review of 

different scope is arguable." 552 U.S. at 590. "Parties are 

generally free to structure their arbitration agreements as they 

see fit," and "[j]ust as they may limit by contract the issues 

which they will arbitrate, so too may they specify by contract the 

rules under which that arbitration will be conducted." Volt Info. 

Scis., Inc. v. Bd. of Tr., 489 U.S. 468, 479 (1989) (citing 

Mitsubishi Motors Corp. v. Soler Chrysler–Plymouth, Inc., 473 U.S. 

614, 626 (1985)); see also Mastrobuono v. Shearson Lehman Hutton, 

Inc., 514 U.S. 52, 57-58 (1995). However, in order to effectuate 
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FAA displacement, our circuit has been clear that such can occur 

"only if the parties have so agreed explicitly." Ortiz-Espinosa, 

852 F.3d at 42 (citing Hall St., 552 U.S. at 590). 

Before this court, DAC says that's precisely what 

happened here. As DAC sees things, "the parties expressly agreed" 

in the MSA that Puerto Rico law would control by including a 

choice-of-law provision (section 13.3) which specifies the MSA is 

to "be construed in accordance with the internal substantive laws 

of the Commonwealth of Puerto Rico." Therefore, according to DAC, 

this provision makes applicable the PRAA's enforcement standards. 

DAC insists, then, that the district court should have conducted 

its review of the arbitrator's decision in the same way the Puerto 

Rico Supreme Court allegedly would have done. Specifically, and 

citing to Constructora Estelar v. Autoridad de Edificios Publicos, 

183 D.P.R. 1 (2011), DAC says the district court should have 

undertaken a review more akin to a judicial review of an 

administrative agency decision, which permits some greater 

scrutiny of the merits of the award. Because that did not happen, 

DAC contends that the district court committed legal error. 

RMS sees things differently. For one thing, because DAC 

advanced this argument for the first time only after the magistrate 

judge issued her report and recommendation, RMS says the argument 
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is waived.7 Even if waiver could be surmounted, RMS posits that 

DAC should be judicially estopped from making this PRAA argument 

because DAC previously argued before this court in Dialysis I that 

the FAA governed the case. And, in any event, RMS contends that 

the parties never explicitly agreed to have the PRAA apply to the 

proceedings. 

Because we can dispose of DAC's challenge based on our 

case law, we need not get into RMS's waiver and judicial estoppel 

arguments, instead assuming favorably to DAC that its 

asseverations are properly before us. We find that the FAA 

correctly was applied here. To prevail, DAC needed to show that 

the parties explicitly agreed to have the PRAA displace the FAA. 

See Ortiz-Espinosa, 852 F.3d at 42 (applying the FAA when claimants 

failed to demonstrate that the parties had explicitly contemplated 

enforcement under the PRAA). But as was the case in Ortiz-

 7 Our review of the record reveals that DAC mentions the PRAA 

once in its complaint to vacate (listing the PRAA grounds for 

vacatur before also providing the FAA grounds for vacatur). The 

magistrate judge denied the complaint to vacate, making no mention 

of the PRAA -- meaning she must not have interpreted DAC's single 

mention of the PRAA as grounds for its application. In its 

objection to the report and recommendation, DAC upped the ante on 

its PRAA stance, arguing that the magistrate erred in "limit[ing] 

the inquiry only to the Federal Arbitration Act," and also erred 

by failing to hold a hearing, as the PRAA supposedly requires. In 

adopting the magistrate judge's report and recommendation, though, 

the district court rejected those arguments. It first noted that 

contrary to DAC's assertions the PRAA does not require a hearing. 

Then it declined to specifically indicate whether the PRAA 

displaced the FAA because DAC never bothered to explain why it 

would win under a PRAA standard of review. 
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Espinosa, that showing has not been made. Although DAC tries to 

win this argument by pointing to the MSA's choice-of-law provision, 

we have clearly instructed that such a general, contractual 

provision is not enough. In Puerto Rico Telephone Co., we framed 

the question before the court like this: "At issue is whether and 

how parties can contract for standards of judicial review of 

arbitration awards other than those set forth in the Federal 

Arbitration Act . . . ." 427 F.3d at 23. And our answer: 

[T]he mere inclusion of a generic choice-of-law clause 

within the arbitration agreement is not sufficient to 

require the application of state law concerning the 

scope of review, since there is a strong federal policy 

requiring limited review . . . [A] generic choice-oflaw clause, standing alone, is insufficient to support 

a finding that contracting parties intended to opt out 

of the FAA's default regime for vacatur of arbitral 

awards. 

Id. at 29 (internal quotations and citations omitted). 

Given our case law, we reiterate -- a general choiceof-law contract provision is not enough to displace the FAA's 

standard of review; having failed to show an explicit agreement to 

have the MSA enforced under the PRAA and not the FAA, DAC's 

argument fails. 

2. Vacatur 

Turning to the laundry list of reasons why DAC believes 

the arbitral award should be vacated, we spy no error in the 

district court's decision declining to vacate (and instead 

confirming) the arbitrator's award. Before we get into the 
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specifics of these arguments, though, we set out some additional 

parameters for our review, which, as we've already said, "is 

extremely narrow and exceedingly deferential." Ortiz-Espinosa, 

852 F.3d at 47-48 (quoting Raymond James Fin. Servs., Inc. v. 

Fenyk, 780 F.3d 59, 63 (1st Cir. 2015)); see also Teamsters Local 

Union No. 42 v. Supervalu, Inc., 212 F.3d 59, 61 (1st Cir. 2000) 

("Arbitral awards are nearly impervious to judicial oversight."). 

First, we note that the FAA offers very limited reasons 

to vacate an arbitration award. The grounds include only the 

following: 

(1) where the award was procured by corruption, fraud, 

or undue means; 

(2) where there was evident partiality or corruption 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; 

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. 

See 9 U.S.C. § 10(a). 

And we are mindful that, in reviewing an arbitration 

award under the FAA, "[w]e do not sit as a court of appeal to hear 

claims of factual or legal error by an arbitrator or to consider 

the merits of the award." Asociación de Empleados del E.L.A. v. 

Unión Internacional de Trabajadores de la Industria de 
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Automóviles, 559 F.3d 44, 47 (1st Cir. 2009) (quoting Challenger 

Caribbean Corp. v. Union Gen. de Trabajadores de P.R., 903 F.2d 

857, 860 (1st Cir. 1990)); see also Advest, Inc. v. McCarthy, 914 

F.2d 6, 8 (1st Cir. 1990) (quoting United Paperworkers Int'l Union 

v. Misco, Inc., 484 U.S. 29, 38 (1987)). 

Indeed, our limited review applies "[e]ven where such 

error is painfully clear, [because] courts are not authorized to 

reconsider the merits of arbitration awards." Advest, 914 F.2d at 

8 (quoting S.D. Warren Co. v. United Paperworkers' Int'l Union, 

Local 1069, 845 F.2d 3, 7 (1st Cir. 1988)). And the burden is on 

DAC to establish that the arbitrator's award should be set aside. 

See Ortiz-Espinosa, 852 F.3d at 48 (citing JCI Commc'ns, Inc. v. 

Int'l Bhd. of Elec. Workers, Local 103, 324 F.3d 42, 51 (1st Cir. 

2003)). 

 As we mentioned, DAC appears to advance a few 

subsection (3) and (4) theories and an additional common law theory 

as to why vacatur of the arbitrator's award is necessary here: 

(a) the arbitrator engaged in misconduct in "impermissibly 

eschew[ing]" certain evidence; (b) the arbitrator exceeded his 

powers in his awards of attorneys' fees and prejudgment interest 

and in his calculation of damages; and (c) the arbitrator 

manifestly disregarded the law on dolo. The ins and outs of the 

parties' arguments and our take on each follow. 
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a. Arbitrator's conduct in evaluating evidence 

Drilling down, DAC argues that the arbitrator is guilty 

of misconduct because he refused to hear or "simply ignored" 

certain evidence DAC presented (or wanted to present) regarding, 

inter alia, dolo, breach of the MSA, and novation, which if 

considered would have, with certainty, caused the arbitrator to 

enter an award for DAC.8 DAC goes on to say that the arbitrator's 

refusal to hear its evidence "prejudiced [DAC]'s rights to such an 

extent that it could be considered that they were deprived of a 

fair hearing." 

RMS responds that there was no arbitrator misconduct in 

this regard because, even if he did err (RMS says he didn't -- he 

heard all the evidence, even explaining why the extrinsic evidence 

barred by the parol evidence rule wouldn't have changed his 

decision), this supposed evidentiary error would not be a valid 

ground to overturn an arbitration award under the FAA. 

The FAA "does not require arbitrators to consider every 

piece of relevant evidence presented to them." Doral Fin. Corp. 

 8 DAC's list of evidence it says was ignored: "(a) 

Arbitrator's refusal to consider Plaintiffs' evidence in support 

of a finding of "dolo" in the consent during the formation of the 

contract; (b) Arbitrator's refusal to consider evidence to 

establish that RMS was the party that originally breached the 

agreement – Exceptio Non Adimpleti Contractus; (c) Arbitrator's 

refusal to consider evidence on Novation of the MSA." In addition 

to that list, at times throughout its brief, DAC also argues there 

were certain undisputed facts or admissions by RMS that the 

arbitrator failed to consider. 
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v. García-Vélez, 725 F.3d 27, 31 (1st Cir. 2013). And for our 

part, we will vacate an award only when the arbitrator's refusal 

to consider disputed evidence is "in bad faith or so gross as to 

amount to affirmative misconduct." United Paperworkers Int'l 

Union, 484 U.S. at 40. "Vacatur is appropriate only when the 

exclusion of relevant evidence so affects the rights of a party 

that it may be said that he was deprived of a fair hearing." 

Ortiz-Espinosa, 852 F.3d at 49 (quoting Hoteles Condado Beach, La 

Concha & Convention Ctr. v. Union De Tronquistas Local 901, 763 

F.2d 34, 40 (1st Cir. 1985)). 

On appeal, DAC never actually asserts that the 

arbitrator's conduct regarding this purportedly slighted evidence 

was done "in bad faith or so gross as to amount to affirmative 

misconduct," United Paperworkers Int'l Union, 484 U.S. at 40, nor 

does it tell us why exactly the arbitrator's conduct amounted to 

deprivation of a fair hearing, as required, Ortiz-Espinosa, 852 

F.3d at 49. So given its failure to make these arguments, even if 

we assume, as DAC asserts, that the arbitrator refused to consider 

some of its proffered evidence, as we have already noted, he was 

not required to do so. Doral Fin. Corp., 725 F.3d at 31. 

But there is more. Contrary to DAC's assertions, it is 

clear from the arbitrator's extensive and detailed findings of 

fact that much of the evidence DAC claims was ignored was in fact 

heard and considered by the arbitrator. What DAC's gripe really 
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comes down to is the weight given to that evidence by the 

arbitrator. And on that front we have made pellucid that it is 

not our place to chime in on the weight allotted to any given piece 

of evidence submitted to the arbitrator, see, e.g., Asociación de 

Empleados del E.L.A., 559 F.3d at 47 (instructing that "[w]e do 

not sit as a court of appeal to hear claims of factual or legal 

error by an arbitrator or to consider the merits of the award"), 

and DAC has shown us no reason why the arbitrator's weighing of 

the evidence here warrants vacatur, Hoteles Condado Beach, 763 

F.2d at 39-40 (noting that unless exceptional circumstances are in 

play, "a reviewing court may not overturn an arbitration award 

based on the arbitrator's determination of the relevancy or 

persuasiveness of the evidence submitted by the parties").9 We 

see no arbitrator misconduct. 

Onward. 

b. Attorneys' fees, interest, and damages award 

DAC also asserts that the arbitrator exceeded his powers 

 9 As for the parol evidence argument DAC advances -- that 

the arbitrator engaged in misconduct by deploying the parol 

evidence rule to exclude certain extrinsic contract formation 

evidence -- it suffers from a fatal flaw. In an exercise of "evenif" thoroughness, the arbitrator did consider that evidence. But 

he concluded it wouldn't change his mind, then offered seven

detailed reasons why that was so. Thus, having taken the extra 

step of weighing and dismissing the evidence DAC is hung up on, 

the arbitrator did not engage in any misconduct -- he instead made 

it all the more clear that the evidence being pushed by DAC did 

not make for a winning hand. 
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in awarding attorneys' fees and prejudgment interest and in his 

calculation of damages. RMS responds by stating that the MSA 

itself authorizes an award of attorneys' fees and costs, as do the 

AHLA rules.

Like DAC's first theory for vacatur, this one too, faces 

a high bar: "[a]bsent a strong implication that an arbitrator 

exceeded his or her authority, the arbitrator is presumed to have 

based his or her award on proper grounds." Labor Relations Div. 

of Constr. Indus. v. Int'l Bhd. of Teamsters, Local #379, 29 F.3d 

742, 747 (1st Cir. 1994). And we call to mind the maxim that "as 

long as the arbitrator is even arguably 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, 484 U.S. 

at 38. 

i. Attorneys' fees and prejudgment interest

We begin by considering DAC's argument with respect to 

attorneys' fees and prejudgment interest. Again pointing to the 

MSA choice-of-law provision, DAC says that both of these awards 

were in excess of the arbitrator's powers because Puerto Rico law 

simply does not allow for them. Even if we presume that DAC is 

correct on that front, DAC nevertheless loses. In reaching this 

conclusion, Mastrobuono, 514 U.S. 52 (1995), animates our 

thinking. There, the Supreme Court addressed a similar issue: 
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"The question presented is whether the arbitrators' award [of 

punitive damages] is consistent with the central purpose of the 

Federal Arbitration Act to ensure 'that private agreements to 

arbitrate are enforced according to their terms.'" Id. at 53-54 

(quoting Volt, 489 U.S. at 479). 

The Mastrobuono litigants had entered into a standardform securities client's agreement which contained both a New York 

choice-of-law provision and an arbitration provision pursuant to 

the National Association of Securities Dealers ("NASD"). Id. at 

54-55. The NASD rules allowed for the award of punitive damages, 

but New York law did not grant arbitrators (as opposed to judicial 

officers) the authority to do so. Id. at 62. Noting a "cardinal 

principle of contract construction [--] that a document should be 

read to give effect to all its provisions and to render them 

consistent with each other" -- the Court upheld the arbitrator's 

award of punitive damages, finding them to be within the scope of 

the parties' contract. Id. at 63 (collecting cases). 

We think the best way to harmonize the choice-of-law 

provision with the arbitration provision is to read "the 

laws of the State of New York" to encompass substantive 

principles that New York courts would apply, but not to 

include special rules limiting the authority of 

arbitrators. Thus, the choice-of-law provision covers 

the rights and duties of the parties, while the 

arbitration clause covers arbitration; neither sentence 

intrudes upon the other. 

Id. at 63-64. 
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Applying that same logic here, it follows that the MSA's 

choice-of-law provision covers the substantive rights and duties 

of DAC and RMS, but, standing alone, does not limit the 

arbitrator's authority under AHLA rules made applicable to the MSA 

by section 13.9. Because Provision 6.06 of AHLA rules authorizes 

the arbitrator to award attorneys' fees and pre-award and postaward interest,10 DAC's argument cannot succeed.11

ii. Damages

Lastly, with respect to how the arbitrator calculated 

damages, DAC lobs a variety of dissatisfactions at us on the topic, 

but offers little legal analysis and only a handful of legal 

citations over the course of its pages-long diatribe on all the 

ways the arbitrator exceeded his powers in his damages 

computations. But DAC does not use the minimal authority provided 

to explain why any of it supports the crucially relevant 

proposition that vacatur is necessary. This woeful lack of effort 

 10 AHLA Rule 6.06 states in relevant part that "[t]he 

arbitrator may assess reasonable attorney's fees . . . in favor of 

the prevailing party, as determined by the arbitrator" and "[t]he 

arbitrator may award pre-award and post-award interest as allowed 

by applicable law or as agreed by the parties." 

11 We pause briefly to flag that DAC requested attorneys' 

fees from the arbitrator when it thought it would be the prevailing 

party, which of course underscores its understanding that the 

prevailing party would be entitled to attorneys' fees. See 

Prudential-Bache Secs. v. Tanner, 72 F.3d 234, 242-43 (1st Cir. 

1995) (explaining that this is "an important factor" in deciding 

whether the parties agreed to award attorneys' fees in an 

arbitration agreement). 
- 20 - 

certainly does not give rise to the necessary "strong implication 

that an arbitrator exceeded his or her authority." Labor Relations 

Div. of Constr. Indus., 29 F.3d at 747. Ultimately, not having 

done the legwork we require to develop this position, DAC has 

waived those challenges. See, e.g., Rodríguez v. Municipality of 

San Juan, 659 F.3d 168, 176 (1st Cir. 2011); see also Holloway v. 

United States, 845 F.3d 487, 491 n.4 (1st Cir. 2017) (considering 

an argument waived for lack of development when the party did not 

make any legal citations supporting its argument); Zannino, 895 

F.2d at 17 (stating that litigants must develop their own arguments 

rather than "leaving the court to do counsel's work").12

c. Arbitrator's take on dolo

Finally, DAC argues that the arbitrator's award should 

be vacated because he exhibited manifest disregard of the law. 

This common law doctrine (i.e., you won't find it in section 10 of 

the FAA) "allows courts 'a very limited power to review arbitration 

awards outside of section 10 [of the FAA].'" Mt. Valley Prop., 

 12 In Rodríguez, we explained 

[w]hat [appellant] [did] "is hardly a serious treatment 

of . . . complex issue[s]" and is not sufficient to 

preserve these points for review, Tayag v. Lahey Clinic 

Hosp., Inc., 632 F.3d 788, 792 (1st Cir. 2011) -- 

certainly not when his "brief presents a passel" of other 

issues, United States v. Dunkel, 927 F.2d 955, 956 (7th 

Cir. 1991) (per curiam). 

659 F.3d at 176. That is precisely what happened here, so we need 

say no more. 
- 21 - 

Inc., 863 F.3d at 94 (quoting Advest, Inc., 914 F.2d at 8).13 

Manifest disregard of the law requires a showing that "it is clear 

from the record that the arbitrator recognized the applicable law 

-- and then ignored it." Advest, Inc., 914 F.2d at 9. 

 In support of this claim, DAC says the arbitrator 

confused dolo and fraud in regard to the formation of the contract 

(or fraudulent inducement) in contravention of what it believes to 

be part of this court's Dialysis I holding. DAC claims we 

instructed the arbitrator what the law and scope of the arbitration 

was to be, says we provided our own "road map" regarding the 

"applicable substantive law," and insists we gave "guidance as to 

the applicable Puerto Rico law." Yet, in manifest disregard for 

the law, the arbitrator ignored our directive. Again, RMS 

disagrees. 

 We start by observing that DAC's take is, at best, a 

misunderstanding of our Dialysis I opinion, which focused solely 

on the arbitrability of the parties' disputes -- it did not, as 

DAC says, provide instruction on the law applicable to the 

 13 Although the Supreme Court has queried whether manifest 

disregard remains a viable route to vacatur, see Mt. Valley Prop., 

Inc., 863 F.3d at 94 (noting that Hall Street, 552 U.S. 576, has 

cast some doubt on it but didn't answer the question), this court 

has avoided answering the question and instead has assumed its 

continued application when no manifest disregard of the law 

occurred, see id. (taking that route). Here, for reasons we will 

explain, there was no manifest disregard of the law, so the court 

can continue to leave that question for another day. 
- 22 - 

underlying disputes. Rather, the Dialysis I court ferreted out 

what the asserted allegations in the complaint seemed to be, then 

it laid out the law of dolo and fraud in its effort to determine 

what type of legal claim was likely being raised. 638 F.3d at 

378-79. Concluding that the claim appeared to be about the 

voidability of the MSA based on a "fraudulent inducement claim," 

we held this type of allegation fell within the scope of the 

agreement and sent the parties off to arbitrate, leaving it to the 

arbitrator to sort through the vying legal contestations. Id. at 

379. 

Notwithstanding DAC's misinterpretation of Dialysis I, 

even if we assume the arbitrator confused or misapplied the law 

(which we doubt), DAC still cannot succeed. DAC bears the burden 

of demonstrating that the arbitrator was confronted with the 

correct law to apply but proceeded "then [to] ignore[] it." 

Advest, Inc., 914 F.2d at 9. DAC has made no such showing. Without 

a doubt, DAC presented the arbitrator with a boatload of legal 

theories on why it believed RMS engaged in dolo and how its conduct 

impacted contract formation. But the arbitrator rejected those 

arguments and rejection is not "ignor[ing]." Id. We say no more. 

Wrapping up 

 As we sum up, we remind the reader that "[a]rbitral 

awards are nearly impervious to judicial oversight." Teamsters 

Local Union No. 42, 212 F.3d at 61. Today's case was no exception. 
- 23 - 

All in all, under the FAA, the arbitrator's award was supportable 

and the district court did not err in refusing to vacate it. DAC 

has not shown any arbitrator misconduct, that the arbitrator 

exceeded his powers in calculating the award, or that the 

arbitrator manifestly disregarded the law. Indeed, DAC has 

demonstrated no grounds upon which we could grant it the relief it 

seeks. The bulk of DAC's appeal truly comes down to it wanting to 

relitigate the merits of its arbitration claims and to contest the 

arbitrator's weighing of the evidence, but we simply "are not 

authorized to reconsider the merits of arbitration awards," 

Advest, 914 F.2d at 8, and "[w]e do not sit as a court of appeal 

to hear claims of factual or legal error by an arbitrator or to 

consider the merits of the award." Asociación de Empleados del 

E.L.A., 559 F.3d at 47. The arguments supportably made to advance 

DAC's effort to do these things did not carry the day, as we've 

explained above.14

Because we affirm the district court's determination 

that vacatur of the arbitration award is not warranted, we also 

 14 As to all the contentions waived along the way in this 

appeal, we note that the mere use of "buzzwords" ("arbitrator 

misconduct," "exceeded his powers," "manifest disregard," and the 

like) does not a proper argument make. See, e.g., Rodríguez, 659 

F.3d at 175–76 (deeming waived arguments offered with no citations 

or analysis -- "[s]ure, he uses some buzzwords and insists that 

the judge stumbled in ruling on these claims[, b]ut he provides 

neither the necessary caselaw nor reasoned analysis to show that 

he is right about any of this"). 
- 24 - 

affirm the court's confirmation of the award. See 9 U.S.C. § 9 

("[T]he court must grant [an order confirming the award] unless 

the award is vacated, modified, or corrected as prescribed in 

sections 10 and 11 of this title.").

CONCLUSION 

For these reasons, we conclude that the district court 

was correct in denying DAC's challenge and confirming the award. 

Accordingly, we affirm. Costs to appellee.