97-098

 No. 97-098

 IN THE SUPREME COURT OF THE STATE OF MONTANA

 

1997

ALLEN GEISSLER and KENNETH "VAL" GEISSLER,

 Plaintiffs and Appellants,

 v.

FRANCIS "LYNN" SANEM and LINSCO/PRIVATE

LEDGER CORPORATION,

 Defendants and Respondents.

APPEAL FROM: District Court of the Eighteenth Judicial District,

 In and for the County of Gallatin,

 The Honorable Thomas A. Olson, Judge presiding.

COUNSEL OF RECORD:

 For Appellants:

 J. David Penwell, Attorney at Law, Bozeman, Montana

 For Respondents:

 John Alke and Stephen M. Frankino; Hughes, Kellner, Sullivan

 & Alke; Helena, Montana (for Respondent Sanem)

 Robert M. Carlson; Corette Pohlman & Kebe; Butte, Montana

 (for Respondent Linsco/Private Ledger Corporation)

 Submitted on Briefs: October 2, 1997

 Decided: November 18, 1997

Filed:

 __________________________________________

 Clerk

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Justice Terry N. Trieweiler delivered the opinion of the Court.

 The plaintiffs, Allen and Kenneth "Val" Geissler, filed an appeal from 

arbitration

in the District Court for the Eighteenth Judicial District in Gallatin County. The

defendants, Francis "Lynn" Sanem and Linsco/Private Ledger Corp., both filed a motion

to dismiss the appeal on the basis that it failed to state a claim for which relief 

could be

granted. After the parties briefed the issue, the District Court granted the 

motions to

dismiss. Geisslers appeal. We affirm the judgment of the District Court.

 The sole issue on appeal is whether the District Court erred when it concluded 

that

Geisslers had failed to state a claim for which relief could be granted.

 FACTUAL BACKGROUND

 In April and May 1990, Allen and Kenneth "Val" Geissler each invested $50,000

in a vermiculite mining operation in southwestern Montana. They did so based on the

advice of Francis "Lynn" Sanem, who, prior to 1989, had served as Allen's investment

broker and counselor. Sanem was a licensed broker for Linsco/Private Ledger Corp.

("LPL") and managed an LPL office in Bozeman. Sanem was also a board member of

Mineral Products, Inc. ("MPI"), the company in which Geisslers invested. The parties

dispute whether Sanem was acting as an agent of LPL when he recommended the

investment.

 The May 1990 royalty agreement among MPI and Geisslers gave Geisslers a

royalty interest of $1.00 per ton of ore mined from the operation. It stated that if

Geisslers needed to bring suit to enforce the agreement, "the venue for such suit 

shall be

in Gallatin County, Montana." Geisslers also signed an investment agreement with LPL

in March 1992 which required the parties to submit any claims to arbitration before 

the

National Association of Securities Dealers, Inc. ("NASD"), where "laws of the State 

of

New York govern."

 The mining operation never developed, and Geisslers' only return from their

investment was $162 which they received in December 1990. In June 1994, Geisslers

filed a claim with the NASD against Sanem and LPL. The claim alleged that Sanem,

while authorized by LPL, had made multiple false representations to Geisslers 

regarding

MPI's rights to the mining claims and the risk involved in the investment, and that 

Sanem

failed to disclose any information to Kenneth Geissler, an inexperienced investor, 

prior

to his investment.

 Sanem and LPL filed motions to dismiss with the NASD arbitration panel in

October 1994 and April 1995. Sanem asserted, among other things, that Geisslers had

full knowledge of the investment risk, and that the claim was barred by the statute 

of

limitations; LPL denied liability based upon its allegation that Sanem acted beyond 

his

authority in the transaction and that Geisslers knew the investment was not an LPLapproved transaction. The panel delayed ruling on the motions until Geisslers 

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presented

their case at hearings conducted in September 1995 and January 1996. After the

hearings, Sanem and LPL reasserted their motions to dismiss, and in February 1996 the

panel dismissed the claim.

 On May 10, 1996, Geisslers filed an appeal from arbitration in District Court 

for

the Eighteenth Judicial District in Gallatin County. They alleged, pursuant to

õ 27-5-312(1)(b) and (c), MCA, evident partiality and misconduct by the NASD panel,

and that the panel had exceeded its powers. Sanem and LPL filed motions to dismiss 

the

appeal on the basis that it failed to state a claim for which relief could be 

granted. The

District Court cited its limited scope of review of arbitration awards, and held that

Geisslers had failed to state a claim pursuant to either õ 27-5-312(1)(b) or (c), 

MCA. 

Therefore, the District Court granted the motions to dismiss.

 DISCUSSION

 Did the District Court err when it concluded that Geisslers had failed to state 

a

claim for which relief could be granted?

 When a district court considers a motion to dismiss, it must view the 

allegations

in the light most favorable to the plaintiff, accepting as true all well-pleaded 

facts. Rule

12(b)(6), M.R.Civ.P. See also Farris v. Hutchinson (1992), 254 Mont. 334, 336, 838

P.2d 374, 375. The standard of review of a district courtþs conclusions of law is 

whether

the courtþs interpretation of the law is correct. Carbon County v. Union Reserve 

Coal

Co. (1995), 271 Mont. 459, 469, 898 P.2d 680, 686. See also Kreger v. Francis (1995),

271 Mont. 444, 447, 898 P.2d 672, 674; Steer, Inc. v. Department of Revenue (1990),

245 Mont. 470, 474-75, 803 P.2d 601, 603-04. We will affirm a dismissal entered

pursuant to Rule 12(b)(6), M.R.Civ.P., only if we conclude that the plaintiff is not

entitled to relief based on any set of facts which could be proven in support of the 

claim. 

Kelman v. Losleben (1995), 271 Mont. 156, 158, 894 P.2d 955, 957.

 Two of our recent cases discussed a district court's scope of review of an

arbitration award pursuant to õ 27-5-312, MCA. We stated in both Duchscher v. Vaile

(1994), 269 Mont. 1, 4, 887 P.2d 181, 183, and May v. First Nat'l Pawn Brokers, Ltd.

(1994), 269 Mont. 19, 22, 887 P.2d 185, 187, that judicial review of an arbitration

award is strictly limited by statute. See also Stockade Enters. v. Ahl (1995), 273 

Mont.

520, 522-23, 905 P.2d 156, 157.

 Section 27-5-312(1), MCA, states in relevant part that "the district court shall

vacate an award if . . . there was evident partiality by an arbitrator appointed as 

a neutral

or corruption in any of the arbitrators or misconduct prejudicing the rights of any 

party;

[or] . . . the arbitrators exceeded their powers." We further limited review based 

on

partiality as follows in May: "The partiality which will suffice to vacate an 

arbitration

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award must be certain, definite, and capable of demonstration; alleged partiality 

which

is remote, uncertain or speculative is insufficient." May, 269 Mont. at 25, 887 

P.2d at

189. We have yet to address in Montana the nature of misconduct that would justify

setting aside an award or what conduct by an arbitrator would permit a reviewing 

court

to find that the arbitrator had exceeded its powers. Nonetheless, the role of a 

reviewing

court when asked to vacate an arbitration award is clearly limited. As we stated in

Duchscher, 269 Mont. at 5, 887 P.2d at 184, "[t]he Montana Uniform Arbitration Act

clearly does not authorize judicial review of arbitration awards on the merits of the

controversy." 

 The majority in May considered but declined to allow review of arbitration 

awards

for a manifest disregard of the law standard. Justice Trieweiler, however, in 

special

concurrences to both Duchscher and May, asserted that review of arbitration awards 

for

manifest disregard of the law is consistent with both the statutory bases for 

reviewing

arbitration awards (i.e., that it would demonstrate both partiality and misconduct), 

and

the case law from other jurisdictions and, therefore, that it should be a part of the

arbitration award review. He asserted that, as a matter of public policy and based 

upon

a court's independent responsibility, a court cannot have such limited authority in 

its

review that it is forced to ignore an arbitrator's manifest disregard of Montana 

law. 

 Geisslers have asked this Court to apply a manifest disregard of the law 

standard

consistent with the majority of other jurisdictions. See, e.g., Wilko v. Swan 

(1953), 346

U.S. 427, 436-37, 74 S. Ct. 182, 187-88, 98 L. Ed. 168, 176; Lee v. Chica (8th Cir.

1993), 983 F.2d 883, 885, cert. denied (1993), 510 U.S. 906-07, 114 S. Ct. 287, 126

L. Ed. 2d 237; Merrill Lynch, Pierce, Fencer & Smith, Inc. v. Bobker (2d Cir. 1986),

808 F.2d 930, 933-34; San Martine Compania de Navegacion, S.A. v. Saguenay

Terminals, Ltd. (9th Cir. 1961), 293 F.2d 796, 801; Connecticut Ins. Guar. Assoc. v.

Onolfo (Conn. Super. Ct. 1997), 1997 WL 325380 at 2; Wier v. Manerchia (Del. 1997),

700 A.2d 736; Amerispec Franchise v. Cross (Ga. Ct. App. 1994), 452 S.E.2d 188, 189;

Hecla Mining Co. v. Bunker Hill Co. (Idaho 1980), 617 P.2d 861, 869-70; Welch v. A.G.

Edwards & Sons, Inc. (La. Ct. App. 1996), 677 So. 2d 520, 524; Graber v. Comstock

Bank (Nev. 1995), 905 P.2d 1112, 1115-16; Perini Corp. v. Greate Bay Hotel & Casino,

Inc. (N.J. 1992), 610 A.2d 364, 372-73; Altieri v. Liberty Mut. Ins. Co. (R.I. 

1997), 697

A.2d 1104, 1105; Buzas Baseball, Inc. v. Salt Lake Trappers, Inc. (Utah 1996), 925 

P.2d

941, 951. But see Arnold v. Morgan Keenan & Co., Inc. (Tenn. 1996), 914 S.W.2d

445, 450-51.

 We conclude that to do so is the better reasoned approach and more consistent 

with

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our responsibility to uphold the laws of this State. We also conclude that when an

arbitrator is aware of a clearly governing principle of Montana law, and blatantly 

refuses

to follow it, the statutory conditions of õ 27-5-312(1)(b), MCA, have in fact been 

met. 

To the extent that our conclusion here conflicts with our prior decisions, we modify 

the

holding in those cases and hold that this and future arbitration awards may be 

reviewed

for a manifest disregard of the law pursuant to õ 27-5-312(1)(b), MCA.

 Geisslers first allege in their appeal from arbitration that the NASD 

arbitration

panel was subject to evident partiality and misconduct because of the presence of an

NASD representative at the final hearing in January 1996. In support of that claim, 

they

allege only that before the hearing they wrote a letter of complaint to the SEC 

regarding

the delay in their proceedings. Even if, for purposes of considering the motions to

dismiss, the District Court accepted the very speculative nexus between Geisslers' 

letter

to the SEC and the presence of the NASD representative at the hearing, Geisslers 

still

failed to demonstrate any facts that make certain or definite their allegations of 

partiality

by the panel based simply on the representative's presence. Likewise, their claim is

insufficient to constitute actual overt misconduct. Accordingly, we conclude that 

the

District Court did not err when it held that Geisslers' allegations regarding the 

presence

of the NASD representative did not state a claim for which relief could be granted

pursuant to õ 27-5-312(1)(b), MCA. 

 Geisslers' allegations that the panel exceeded its powers are much broader and 

are

based on the panel's failure to provide findings or grounds for its decision, and on 

the

assertion that all of Sanem's and LPL's defenses were either moot or unproven. 

 We note that none of the parties have asserted that any claim was improperly

limited to arbitration and, therefore, they are bound by the rules pertaining to 

arbitration. 

The parties are generally free to contract regarding the procedural rules for 

arbitration. 

See Volt Info. Sciences, Inc. v. Board of Trustees of the Leland Stanford Jr. Univ. 

(1989),

489 U.S. 468, 476, 109 S. Ct. 1248, 1254, 103 L. Ed. 2d 488, 498 ("[t]he federal 

policy

is simply to ensure the enforceability, according to their terms, of private 

agreements to

arbitrate") (applying the Federal Arbitration Act). Here, the agreement which the 

parties

apparently rely upon to submit their claim to arbitration states that "[t]he 

arbitrators'

award is not required to include factual findings or legal reasoning and any party's 

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right

to appeal or to seek modification of rulings is strictly limited." Accordingly, we 

conclude

that contrary to Geisslers' assertion the panel acted entirely within its power when 

it made

an award without including specific findings of fact or conclusions of law. 

 Next, Geisslers contend that the panel exceeded its power when it dismissed 

their

claim in response to Sanem's and LPL's allegedly unproven and moot defenses. Despite

their allegations, however, they failed to set forth facts in their complaint which 

would

authorize the District Court to vacate the arbitration panel's decision. Rather, 

they

merely reassert to the District Court the original arguments that they made to the 

panel;

they essentially asked the District Court, and now this Court, to "review the merits 

of the

controversy and the extent to which the evidence supports the [panel's] decision," a 

task

which is clearly not authorized pursuant to the limited procedural grounds for 

vacating

an award in õ 27-5-312, MCA. May, 269 Mont. at 26-27, 887 P.2d at 190. Instead of

presenting evidence to the District Court that the panel exceeded its power, 

Geisslers'

appeal alleged only that the panel had arrived at the wrong result. Accordingly, we

conclude that the District Court did not err when it dismissed Geisslers' claims 

that the

arbitration panel exceeded its powers.

 Even when we consider whether the panel acted in manifest disregard of the law,

Geisslers' appeal from arbitration fails to state a claim upon which relief can be 

granted. 

To conclude that an arbitrator ruled in manifest disregard of the law requires more 

than

simply a misapplication of the law by the arbitrator. May, 269 Mont. at 30, 887 P.2d

at 192 (Trieweiler, J., concurring). The Second Circuit held in Merrill Lynch, 

Pierce,

Fencer & Smith v. Bobker (2d. Cir. 1986), 808 F.2d 930, 933-34, that the test for

manifest disregard of the law required that the "arbitrator appreciates the 

existence of a

clearly governing legal principle but decides to ignore or pay no attention to it." 

 Among Geisslers' allegations, only their assertion that the panel might have

dismissed the claim based on Sanem's statute of limitations defense arguably relates 

to

manifest disregard of the law. However, Geisslers do not state that the panel, in 

fact,

dismissed their claim based upon the statute of limitations defense, or whether 

instead it

dismissed the claim on one of several other bases for the defendants' motions. 

Furthermore, it is not clear that the panel concluded that the New York statute of

limitations relied on by the plaintiffs was actually applicable to this Montana 

transaction. 

Therefore, the District Court could not conclude, based on the allegations in 

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Geisslers'

appeal, that the panel ignored clearly applicable law. 

 We conclude that the District Court correctly granted the defendants' motions to

dismiss, and we affirm the judgment of the District Court.

 /S/ TERRY N. TRIEWEILER

We Concur:

/S/ W. WILLIAM LEAPHART

/S/ JIM REGNIER 

/S/ WILLIAM E. HUNT, SR.

Justice Karla M. Gray, specially concurring.

 I concur in the Court's opinion and write separately to clarify why it is 

appropriate

to adopt the "manifest disregard" approach here, having declined to do so in May.

 In May, which I authored, the appellant requested that we adopt the "manifest

disregard of the law" approach to judicial review of arbitration awards. The bases

asserted for adopting that approach were that we had already endorsed it in McIntosh 

v.

Hartford Fire Ins. Co. (1938), 106 Mont. 434, 78 P.2d 82, and that certain federal 

court

cases addressed the approach. Noting that McIntosh predated the legislature's 

enactment

of the Montana Uniform Arbitration Act (MUAA) by nearly fifty years, we concluded

that that case could "hardly be said to have interpreted the statutes which now 

govern

judicial review of arbitrations." With regard to the cited federal cases, we 

observed that

the appellant merely extracted and reiterated general statements from those cases and

made "no effort to establish how or why the case before us fits within the factual 

context

of the cases containing the [general] statements" relied on by the appellant. May, 

887

P.2d at 190. Most importantly, we noted in May that the MUAA was a uniform act and

that the appellant presented 

 no authority from sister states applying the manifest disregard standard

 under their respective Uniform Arbitration Acts. It is clear that the

 legislature intended us to be guided by such sister state decisions in

 interpreting the MUAA, rather than simply following blindly every federal

 approach to arbitration.

May, 887 P.2d at 191. Indeed, the very purpose of uniform acts is to produce 

uniformity

in the law in those states adopting them. 

 In the present case, the Geisslers corrected the omission made by the appellant 

in

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May. They presented persuasive sister state authority applying the manifest disregard

standard during judicial review of arbitration awards under the same statutes--that 

is, the

Uniform Act statutes--that govern such judicial review in Montana. As a result, we

properly adopt that interpretation here and, in that regard, conclude that the 

Geisslers

failed to state a claim under the manifest disregard of the law standard on which 

relief

could be granted. 

 /S/ KARLA M. GRAY

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