IN THE UNITED STATES COURT OF APPEALS United States Court of Appeals FOR THE FIFTH CIRCUIT Fifth Circuit
FILED February 6, 2008 No. 06-20138 Charles R. Fulbruge III Clerk
DR JOE MORRISON; ET AL Plaintiffs
DR JOE MORRISON; DAWN MORRISON; RANDY COUNCILL; JANET COUNCILL; DAN HIGGINS; HELEN HIGGINS; RON GREEN; KAREN GREEN; VICTOR BROOK; CATHY BROOK; RICHMOND EAGLE CORP; DAVE ROBERTS; ROSE ROBERTS; TONY CUTAIA; MARY CUTAIA; WARREN BIRD; DONNA BIRD; KYE YEAMAN; WADE MCKAY; DEBBIE MCKAY; ROBERT PRICE; BARBARA PRICE; CLAY YOUNG; LISA YOUNG
Plaintiffs - Appellants
HERBERT HAMILTON; MARILYN HAMILTON; DONALD MAY; CELESTE MAY; MICHAEL CUTAIA; KAREN CUTAIA; RANDALL LAINE; DIANE LAINE; FRANK MAZZOLA; KAREN MAZZOLA; LARRY ROGERS; SUZANNE ROGERS; ROBERT SCHMANSKI; DANA SCHMANSKI
Appellants
versus
AMWAY CORPORATION; ET AL Defendants
AMWAY CORPORATION; DEXTER YAGER, INDIVIDUALLY, DOING BUSINESS AS YAGER ENTERPRISES AND INTERNET SERVICES CORP; DONALD R WILSON, INDIVIDUALLY, DOING BUSINESS AS WOW INTERNATIONAL INC; RANDY HAUGEN, INDIVIDUALLY, DOING BUSINESS AS FREEDOM ASSOCIATES INC; FREEDOM TOOLS INC; JOHN SIMS, INDIVIDUALLY, DOING BUSINESS AS SIMS ENTERPRISES; INTERNET SERVICES CORP; YAGER ENTERPRISES Defendants - Appellees
versus
PAMELA GALE JOHNSON, JOE & DAWN MORRISON BANKRUPTCY ESTATE; WILLIAM G WEST, TONY & MARYANN CUTAIA BANKRUPTCY ESTATE; ROBERT NEWHOUSE, HERBERT & MARILYN HAMILTON BANKRUPTCY ESTATE; HELEN G SCHWARTZ, WADE & DEBBIE MCKAY BANKRUPTCY ESTATE; CHRISTOPHER MOSER, WARREN & DONNA BIRD BANKRUPTCY ESTATE; WILLIAM G WEST, RANDY & JANET COUNCIL BANKRUPTCY ESTATE; BEN FLOYD, MICHAEL & KAREN CUTAIA BANKRUPTCY ESTATE; W STEVE SMITH, RON & KAREN GREEN BANKRUPTCY ESTATE; BEN FLOYD, FRANK & KAREN MAZZOLA BANKRUPTCY ESTATE; JANET CASCIATO-NORTHRUP, DAVE & ROSE ROBERTS BANKRUPTCY ESTATE; BEN FLOYD, DANA & ROBERT SCHMANSKI BANKRUPTCY ESTATE; JANET CASCIATO-NORTHRUP, DONALD AND CELESTE MAY BANKRUPTCY ESTATE
Trustees - Appellants
Appeal from the United States District Court for the Southern District of Texas
Before GARWOOD, SMITH, and DEMOSS, Circuit Judges.
GARWOOD, Circuit Judge:
Appellants (collectively, "Distributors") appeal the district
court's final judgment confirming and entering judgment on the
arbitration award. Appellants seek reversal of the district
court's judgment and vacatur of the arbitration award, reversal of
the district court's prior order compelling arbitration, and remand
for a trial. They argue five issues on appeal: (1) the district
court erred by not vacating the arbitration award due to the
arbitrator's evident partiality and bias; (2) the district court
erred by compelling arbitration since the arbitration agreement was
not valid and enforceable due to Amway's retention of a unilateral
right to modify it; (3) the district court erred by compelling
arbitration since the arbitration agreement was unconscionable; (4)
the district court erred by compelling arbitration even if the
agreement was valid and enforceable because the arbitration
agreement did not cover all of the Distributors' asserted claims;
and (5) the district judge lacked jurisdiction to confirm the
arbitration award.
CONTEXT FACTS AND PROCEEDINGS
The disputes comprising the core of this appeal have been in
contention for more than ten years, and have been heard in several
courts and other dispute resolution fora. Distributors' complaints
center upon their relationships with appellee Amway Corporation and