Patten v. Signator Insurance ( 2006 )

PUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
RALPH F. PATTEN, JR., 
Plaintiff-Appellant,
v.
SIGNATOR INSURANCE AGENCY,  No. 05-1148
INCORPORATED; SIGNATOR INVESTORS,
INCORPORATED; JOHN HANCOCK
MUTUAL LIFE INSURANCE COMPANY,
Defendants-Appellees.

Appeal from the United States District Court
for the District of Maryland, at Baltimore.
Benson Everett Legg, Chief District Judge.
(CA-02-1745-BEL)
Argued: February 2, 2006
Decided: March 13, 2006
Before WIDENER, LUTTIG, and KING, Circuit Judges.
Vacated and remanded by published opinion. Judge King wrote the
majority opinion, in which Judge Widener joined. Judge Luttig wrote
a dissenting opinion.
COUNSEL
John Michael Shoreman, MCFADDEN & SHOREMAN, Washing-
ton, D.C., for Appellant. Michael Joseph Murphy, OGLETREE,
DEAKINS, NASH, SMOAK & STEWART, P.C., Washington, D.C.,
for Appellees.
2 PATTEN v. SIGNATOR INSURANCE AGENCY
OPINION
KING, Circuit Judge:
Appellant Ralph F. Patten, Jr., appeals from the district court’s
denial of his motion to vacate an arbitration award rendered in favor
of John Hancock Mutual Life Insurance Company, Signator Insurance
Agency, Incorporated, and Signator Investors, Incorporated (collec-
tively the "respondents"). Patten v. Signator Ins. Agency, Inc., No. 02-
1745 (D. Md. Jan. 4, 2005). By this appeal, Patten seeks only to
vacate that aspect of the arbitration award dismissing as time-barred
his claims against Signator Investors. Patten asserts that the arbitrator
acted without authority when he unilaterally imposed an implied one-
year limitations period onto the governing arbitration agreement
between Patten and Signator Investors. As explained below, the arbi-
tration agreement does not explicitly prescribe any limitations period
with respect to an arbitration demand, and it supersedes all other
agreements between the parties. In the circumstances presented, the
arbitrator’s ruling constituted a manifest disregard of the law and was
not drawn from the essence of the governing arbitration agreement.
As a result, we vacate the district court’s refusal to vacate the arbitra-
tion award as to Signator Investors, and we remand for further pro-
ceedings.
I.
A.
Patten first began working as a sales agent for Hancock in the
Washington, D.C. area in 1972. In 1989, he became a General Agent
for Hancock in Bethesda, Maryland. In 1992, he entered into an
agreement with Hancock and its affiliates, designated as a "Mutual
Agreement to Arbitrate Claims" (the "Mutual Agreement"). J.A. 18.1
The Mutual Agreement required, inter alia, that any claims arising
between Patten and Hancock (or any of Hancock’s affiliates or sub-
sidiaries) were to be resolved by mandatory arbitration. The Mutual
Agreement specifically provided, in a section captioned "Required
1
Citations to "J.A. ___" refer to the contents of the Joint Appendix
filed by the parties in this appeal.
PATTEN v. SIGNATOR INSURANCE AGENCY 3
Notice of all Claims and Statute of Limitations," that an "aggrieved
party must give written notice of any claim to the other party within
one (1) year of . . . the event giving rise to the claim," or the claim
would be deemed waived. Id. It is undisputed that Signator Investors
was an "affiliate" of Hancock and thus a party to the Mutual Agree-
ment.
In 1998, Patten entered into a new and superseding agreement with
Signator Investors, to become its branch manager in Bethesda (the
"Management Agreement").2 The Management Agreement provided,
inter alia, that "Signator [Investors] and Branch Manager [Patten]
mutually consent to the resolution by arbitration of all claims or con-
troversies." Management Agmt. ¶ 11. The Management Agreement
was silent, however, on any requirements of timing or manner with
respect to an arbitration demand. The Management Agreement also
provided that it "supersedes all previous agreements, oral or written,
between the parties hereto regarding the subject matter hereof." Id. at
¶ 12. Finally, the Management Agreement mandated that it was to "be
governed by and construed in accordance with the laws of the Com-
monwealth of Massachusetts." Id. at ¶ 13.
On October 18, 1999, Hancock reprimanded Patten for alleged
deficiencies in his performance as a General Agent — specifically,
for advancing premiums on behalf of his clients, in violation of com-
pany policy. On December 13, 2000, the respondents each terminated
Patten, effective January 2, 2001. On August 2, 2001, Patten sent a
letter to the respondents advising them that he had been wrongfully
terminated and discriminated against because of his age, and that he
was preparing to file a lawsuit on the basis of these claims. The
respondents, by letter of August 30, 2001, advised Patten that his alle-
gations were "unequivocally denie[d]," and the parties then apparently
entered into unsuccessful settlement negotiations.
On March 4, 2002, Patten forwarded the respondents a demand for
arbitration, asserting claims of discrimination, wrongful termination,
2
The Management Agreement, found in the Joint Appendix at J.A. 22-
26, also authorized Patten to serve as a sales agent for Signator Insur-
ance. Neither Hancock nor Signator Insurance were parties to the Man-
agement Agreement.
4 PATTEN v. SIGNATOR INSURANCE AGENCY
and breach of contract. On March 13, 2002, the respondents informed
Patten by letter that they would not arbitrate because his demand for
arbitration was made fourteen months after his termination, and thus
was not "timely or proper" under the Mutual Agreement’s one-year
limitations period. On March 14, 2002, Patten replied that the Man-
agement Agreement (rather than the Mutual Agreement) governed his
claims against Signator Investors, and that he would seek judicial
enforcement of his rights if the respondents refused to arbitrate.
B.
On May 20, 2002, Patten filed a complaint for enforcement of arbi-
tration in the District of Maryland, seeking to compel arbitration. The
parties thereafter filed cross-motions for summary judgment and, on
November 5, 2002, the court ruled in favor of Patten and directed the
respondents to submit to arbitration. Patten v. Signator Ins. Agency,
Inc., No. 02-1745, slip op. at 1 (D. Md. Nov. 5, 2002). Because the
court concluded that arbitration should be compelled "under the
Mutual Agreement, the Court [found] it unnecessary to address Plain-
tiff’s argument regarding the Management Agreement." Id. In its
opinion, the court observed that all other questions concerning the
arbitration — including the satisfaction of time and notice require-
ments — were "within the arbitrator’s purview." Id. at 2.
The parties entered into arbitration in 2003 under the auspices of
the American Arbitration Association (the "AAA"). On January 24,
2003, Patten filed a demand for arbitration with the AAA, making
allegations of (1) wrongful termination, (2) breach of contract, (3)
breach of the implied covenant of good faith and fair dealing, and (4)
unlawful discrimination in violation of federal law as well as the law
of Massachusetts and Maryland. After selecting an arbitrator under
the procedures of the AAA, the parties engaged in discovery and
exchanged witness lists. On December 8, 2003, the respondents filed
a motion for summary judgment in the arbitration proceedings, assert-
ing, inter alia, that Patten had failed to comply with the one-year
notice provision of the Mutual Agreement. On December 18, 2003,
Patten filed an opposition to the respondents’ summary judgment
request, asserting that the arbitration proceedings arose under both the
Management Agreement and the Mutual Agreement. Patten con-
tended that he had complied with the applicable notice requirements
PATTEN v. SIGNATOR INSURANCE AGENCY 5
of each agreement — maintaining that his August 2, 2001 letter sub-
stantially complied with the one-year notice requirement in the
Mutual Agreement, and that the Management Agreement contained
no limitations period governing when an arbitration demand was to
be made.3
By his arbitration award of January 10, 2004, the arbitrator dis-
missed the arbitration proceedings as time-barred and entered sum-
mary judgment for the respondents, without conducting a hearing on
the merits. See Arb. Award at 6.4 As a preliminary matter, he deter-
mined that the arbitration proceedings were governed by both the
Mutual Agreement and the Management Agreement. While the arbi-
trator accurately observed that the Management Agreement contained
no notice requirement, he determined that it "necessarily contain[ed]
an implied term limit." Id. The arbitrator then "look[ed] to the Mutual
Agreement for guidance," and "adopt[ed]" its one-year limitations
period. Id. at 7.5 Because Patten sent his demand for arbitration four-
teen months after his termination in January 2001, the arbitrator dis-
missed Patten’s claims "on the sole ground that Claimant’s March 4,
2002 Demand for Arbitration is time-barred." Id. at 7.
C.
On April 9, 2004, Patten filed a motion in the district court pro-
ceedings seeking to vacate the arbitration award’s determination that
the claims in arbitration under the Management Agreement were
time-barred. By this motion, Patten contended that the arbitrator had
acted in manifest disregard of the law, and had failed to draw his
award from the essence of the agreement, by concluding that the
Management Agreement contained an implied one-year limitations
3
Patten also asserted in the arbitration proceedings that advancing a
client’s premium is a common practice condoned by the respondents and
was a pretext for his termination. He alleged that his termination was
actually motivated by the respondents’ intention to replace him at the
Bethesda office with a younger Branch Manager.
4
The arbitration award is in the Joint Appendix at J.A. 40-46.
5
In his award, the arbitrator noted that if Patten’s claims had not been
time-barred, Patten’s allegations and supporting affidavits would have
warranted a hearing on the merits. See Arb. Award at 6.
6 PATTEN v. SIGNATOR INSURANCE AGENCY
period on the filing of an arbitration demand. Patten asserted that the
Management Agreement explicitly provided that it "supersede[d]" all
previous agreements, and its lack of any limitations period had to be
construed against Signator Investors, which had drafted it. On January
4, 2005, the district court denied the motion to vacate, concluding that
the arbitrator had not ignored any governing legal principles, and that,
in any event, an arbitrator’s misinterpretation of an arbitration agree-
ment is not a basis for vacating an arbitration award. Patten v. Signa-
tor Ins. Agency, Inc., No. 02-1745, slip op. at 3 (D. Md. Jan. 4, 2005).
Patten has filed a timely notice of appeal, and we possess jurisdiction
pursuant to 28 U.S.C. § 1291.
II.
The process and extent of federal judicial review of an arbitration
award are substantially circumscribed. As a general proposition, a
federal court may vacate an arbitration award only upon a showing of
one of the grounds specified in the Federal Arbitration Act, see 9
U.S.C. § 10(a),6 or upon a showing of certain limited common law
grounds. The permissible common law grounds for vacating such an
award, which constitute the essential premises of this appeal, include
those circumstances where an award fails to draw its essence from the
contract, or the award evidences a manifest disregard of the law. See
Apex Plumbing Supply, Inc. v. U.S. Supply Co., 142 F.3d 188, 193 &
n.5 (4th Cir. 1998). In reviewing a denial of a motion to vacate an
arbitration award, we review the district court’s determinations of law
de novo. See First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938,
947-48 (1995); Apex Plumbing, 142 F.3d at 191 n.1.
6
The Federal Arbitration Act provides that a federal court may vacate
an arbitration award on the following grounds: (1) the award was pro-
cured by corruption, fraud, or undue means; (2) partiality or corruption
in the arbitrators; (3) the arbitrator was guilty of misconduct or misbe-
havior in conducting the hearing in a manner which prejudiced a party’s
rights; or (4) the arbitrator exceeded his powers, or so imperfectly exe-
cuted them, that a mutual, final, and definite award upon the subject mat-
ter submitted was not made. See 9 U.S.C. § 10(a).
PATTEN v. SIGNATOR INSURANCE AGENCY 7
III.
A.
This dispute was submitted to arbitration pursuant to two separate
agreements: first, the Mutual Agreement of 1992, which Patten
entered into with Hancock and its affiliates (which included Signator
Investors); and second, the Management Agreement, which Patten
and Signator Investors entered into in 1998.7 On appeal, however,
Patten seeks only to vacate the arbitrator’s dismissal of his claims
under the Management Agreement against Signator Investors. Impor-
tantly, he does not, in this appeal, take issue with those aspects of the
arbitration award dismissing his claims against Hancock and Signator
Insurance as time-barred under the Mutual Agreement. Appellant’s
Br. at 4. Thus, the governing arbitration agreement in this appeal is
contained in Paragraph 11 of the Management Agreement between
Patten and Signator Investors. That arbitration agreement provides, in
pertinent part:
Signator [Investors] and Branch Manager [Patten] mutually
consent to the resolution by arbitration of all claims or con-
troversies ("claims") . . . that Signator [Investors] may have
against Branch Manager or that Branch Manager may have
against Signator [Investors] . . . . The claims covered by this
consent to arbitration include all claims arising out of or in
connection with the business of Signator [Investors]. . . .
Management Agmt. ¶ 11.
7
Because the district court’s order compelling arbitration declined to
reach the issue of whether the parties were obliged to arbitrate under the
Management Agreement, its ruling did not preclude the arbitrator from
assessing the parties’ rights under that agreement. Patten v. Signator Ins.
Agency, Inc., No. 02-1745, slip op. at 1 (D. Md. Nov. 5, 2002). And, sig-
nificantly, Signator Investors has not contended in these proceedings that
the arbitrator lacked the authority to arbitrate this dispute under the Man-
agement Agreement.
8 PATTEN v. SIGNATOR INSURANCE AGENCY
B.
Patten contends that the arbitration award should be vacated as to
Signator Investors because the arbitrator’s most crucial ruling — that
the governing arbitration provision in the Management Agreement
contained an implied time limitation on an arbitration demand — con-
stituted a manifest disregard of the law, and failed to draw its essence
from the agreement. In seeking to vacate an arbitration award, of
course, an appellant "shoulders a heavy burden." Remmey v.
PaineWebber, Inc., 32 F.3d 143, 149 (4th Cir. 1994). Put simply, an
arbitrator’s legal determination "may only be overturned where it is
in manifest disregard of the law," and an arbitrator’s interpretation of
a contract must be upheld so long as it "draws its essence from the
agreement." Upshur Coals Corp. v. United Mine Workers, Dist. 31,
933 F.2d 225, 229 (4th Cir. 1991) (internal quotation marks omitted).
Under our precedent, a manifest disregard of the law is established
only where the "arbitrator[ ] understand[s] and correctly state[s] the
law, but proceed[s] to disregard the same." Id. (internal quotation
marks omitted). Moreover, an arbitration award does not fail to draw
its essence from the agreement merely because a court concludes that
an arbitrator has "misread the contract." Id. (internal quotation marks
omitted). An arbitration award fails to draw its essence from the
agreement only when the result is not "rationally inferable from the
contract." Apex Plumbing Supply, Inc. v. U.S. Supply Co., 142 F.3d
188, 193 n.5 (4th Cir. 1998).8
In supporting the district court’s ruling on the motion to vacate,
Signator Investors relies solely on the circumscribed scope of review
which we are obliged to apply in assessing an arbitration award. And
although the authority of an arbitrator is broad, and subject to great
deference under the applicable standard of review, "it is not unlim-
ited." Mo. River Serv., Inc. v. Omaha Tribe of Neb., 267 F.3d 848,
8
While the "essence of the agreement" standard was first articulated by
courts reviewing labor arbitration awards, the courts have generally
acknowledged that it applies to other arbitration proceedings as well. See
Apex Plumbing, 142 F.3d at 193 n.5; see also, e.g., Mo. River Serv., Inc.
v. Omaha Tribe of Neb., 267 F.3d 848, 854 (8th Cir. 2001). But see
Westerbeke Corp. v. Daihatsu Motor Co., 304 F.3d 200, 220-21 (2d Cir.
2002).
PATTEN v. SIGNATOR INSURANCE AGENCY 9
855 (8th Cir. 2001) (internal quotation marks omitted) (vacating
award where arbitrator awarded damages in contravention of express
contractual provisions). For example, an arbitrator has acted in mani-
fest disregard of the law if he "disregard[s] or modif[ies] unambigu-
ous contract provisions." Id. (internal quotation marks omitted).
Moreover, an award fails to draw its essence from the agreement if
an arbitrator has "based his award on his own personal notions of
right and wrong." Upshur Coals, 933 F.2d at 229. In such circum-
stances, a federal court has "no choice but to refuse enforcement of
the award." Int’l Union, United Mine Workers of Am. v. Marrowbone
Dev. Co., 232 F.3d 383, 389 (4th Cir. 2000) (internal quotation marks
omitted) (affirming district court’s vacatur of award where arbitrator
refused to conduct hearing as required by agreement); see also U.S.
Postal Serv. v. Am. Postal Workers Union, AFL-CIO, 204 F.3d 523,
531 (4th Cir. 2000) (affirming vacatur of award to probationary
employee who was clearly excluded from arbitration agreement).
In this case, as explained below, the arbitrator disregarded the plain
and unambiguous language of the governing arbitration agreement
when he concluded that it included an implied one-year limitations
period. In so doing, the arbitrator acted in manifest disregard of the
law and failed to draw his award from the essence of the agreement.
C.
In assessing the timeliness of Patten’s arbitration demand, the arbi-
trator correctly recognized that the Management Agreement contained
no explicit time limitation. The arbitrator nonetheless determined,
however, that the Management Agreement "necessarily contain[ed]
an implied term limit." Arb. Award at 6. In certain instances, when
the contracting parties have failed to specify a term that is essential
to the determination of their rights and duties under an arbitration
agreement, the arbitrator may supply a term that is "reasonable in the
circumstances." See Restatement (Second) of Contracts § 204 (1981);
see also Mo. River Serv., 267 F.3d at 855. In the circumstances of this
case, however, the one-year limitations period imposed by the arbitra-
tor was not reasonable, in that it contradicted the plain and unambigu-
ous terms of the Management Agreement.
The Management Agreement unambiguously provided that, as to
its parties (Patten and Signator Investors), it "supersede[d]" the
10 PATTEN v. SIGNATOR INSURANCE AGENCY
Mutual Agreement. See Webster’s II New College Dictionary 1107
(1995) (defining "supersede" as "to replace" or "to cause to be set
aside or replaced by another"). Despite this clear repudiation of the
Mutual Agreement by both Patten and Signator Investors, the arbitra-
tor proceeded to "look to the Mutual Agreement for guidance" and
"adopt[ed]" its one-year limitations period. Arb. Award at 7. In so
doing, he failed to heed the plain and unambiguous terms of the Man-
agement Agreement — not only had Patten and Signator Investors
contractually agreed that the Mutual Agreement was superseded, they
had also chosen to omit certain of its terms from the Management
Agreement, including the one-year limitations period. See Manage-
ment Agmt. ¶ 12.
Moreover, the arbitrator ignored the fact that the Management
Agreement provided that it was to "be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts."
Management Agmt. ¶ 13. If the arbitrator felt the need to import a
limitations period into the Management Agreement, the most obvious
source was that which governed their agreement: Massachusetts law.
And under Massachusetts law, claims of wrongful termination and
discrimination are subject to a three-year statute of limitations, see
Mass. Gen. Laws ch. 260, § 2A, § 5B, and contract claims must be
filed within a six-year period, see id. § 2. Utilizing either of these lim-
itations periods, Patten’s March 2, 2002 demand for arbitration —
submitted to Signator Investors within fourteen months of his termi-
nation — would have been timely.
Put succinctly, the arbitrator appears to have revised the governing
arbitration agreement on the basis of his own "personal notions of
right and wrong," and imposed a limitations period on the parties that
they had specifically rejected. See Upshur Coals, 933 F.2d at 229; see
also U.S. Postal Serv., 204 F.3d at 527 ("When the arbitrator ignores
the unambiguous language chosen by the parties, the arbitrator simply
fails to do his job."). Consequently, this dispute does not fall into the
category of awards based on "misapplication of principles of contrac-
tual interpretation [or] erroneous interpretation," which are not to be
disturbed by judicial review. See Apex Plumbing, 142 F.3d at 194.
Rather, the arbitrator in this instance simply "amend[ed] or alter[ed]
the agreement," and thus he "act[ed] without authority." Mo. River
Serv., 267 F.3d at 855 (internal quotation marks omitted). The arbitra-
PATTEN v. SIGNATOR INSURANCE AGENCY 11
tor’s ruling thus resulted in an award that, in the language of Apex
Plumbing, simply was "not rationally inferable from the contract." See
142 F.3d at 193 n.5.
Although our standard of review of an arbitration award is properly
a limited and deferential one, it does not require that we affirm an
award that contravenes the plain and unambiguous terms of the gov-
erning arbitration agreement. See United Paperworkers Int’l Union,
AFL-CIO v. Misco, Inc., 484 U.S. 29, 38 (1987); Mo. River Serv., 267
F.3d at 855. In these circumstances, the arbitration award as to Patten
and Signator Investors failed to draw its essence from the governing
arbitration agreement and was made in manifest disregard of the law.
IV.
Pursuant to the foregoing, we vacate the district court’s denial of
Patten’s motion to vacate the arbitration award as to Signator Inves-
tors. We remand for such other and further proceedings as may be
appropriate.
VACATED AND REMANDED
LUTTIG, Circuit Judge, dissenting:
I agree with the majority that the arbitrator’s interpretation of the
Management Agreement was clearly erroneous. I cannot join its opin-
ion, however, because under our precedents, clear error alone is insuf-
ficient to vacate an arbitrator’s award. Accordingly, I would affirm
the district court’s denial of appellant’s motion to vacate the arbitra-
tion award.
In Remmey v. Painewebber, Inc., 32 F.3d 143, 149 (4th Cir. 1994),
we held that an arbitrator does not manifestly disregard the law unless
he "understand[s] and correctly state[s] the law, but proceed[s] to dis-
regard the same," see ante at 8. Although the majority quotes this
standard, it neglects the critical explanation of this standard. In that
critical explanation, we emphasized that the "appellant is required to
show that the arbitrators were aware of the law, understood it cor-
rectly, found it applicable to the case before them, and yet chose to
12 PATTEN v. SIGNATOR INSURANCE AGENCY
ignore it in propounding their decision." Remmey, 32 F.3d at 149. It
is obvious in this case that appellant has not even come close to meet-
ing this standard. He cannot demonstrate, nor does anything in the
arbitration ruling reflect, that the arbitrator was even aware that the
Management Agreement included a clause superseding all previous
agreements between the parties, let alone that the arbitrator knew the
clause existed, recognized that it superseded the Mutual Agreement,
and yet chose to ignore it and nevertheless interpret the Management
Agreement in light of the Mutual Agreement. See J.A. 44-46.
The majority is similarly in error when it concludes that the arbitra-
tor’s award failed to "draw its essence from the agreement" because
the arbitrator "based his award on his own personal notions of right
and wrong." See ante at 8-9, 10-11; Upshur Coals Corp. v. United
Mine Workers, Dist. 31, 933 F.2d 225, 229 (4th Cir. 1991). Upshur
Coals equated awards where "the arbitrator must have based his
award on his own personal notions of right and wrong" with awards
where the arbitrator was not "even arguably construing or applying
the contract." See 933 F.2d at 229. Appellant does not come close to
meeting this standard either, because there is no doubt that the arbitra-
tor was attempting to construe the Management Agreement. See J.A.
44-46. The arbitrator’s failure to notice the clause simply was not a
bad faith abdication of his duty to ground the award in the Manage-
ment Agreement prompted by an illicit desire to rule in favor of
appellees.
At worst, because of a failure to notice the superseding clause, the
arbitrator’s error arose because he believed that he had to render the
two agreements consistent, which led him to imply a notice require-
ment into the Management Agreement even though no such require-
ment is expressed in that agreement. See J.A. 44-46. We have
squarely held that "as a matter of law," an award cannot be vacated
merely on the basis of the "misinterpretation of a contract." See Apex
Plumbing Supply, Inc. v. U.S. Supply Co., 142 F.3d 188, 193-94 (4th
Cir. 1998). Indeed, in Apex Plumbing, the party seeking to challenge
the award made an unsuccessful argument that was almost identical
to the one that Patten does in this case, claiming that "more than a
mere ‘misinterpretation’ of the contract had transpired because the
arbitrator’s valuation decision irrationally disregarded an unambigu-
ous provision of the Agreement." Id. at 194. Rejecting the argument,
PATTEN v. SIGNATOR INSURANCE AGENCY 13
we held that "merely because an arbitrator’s decision is not based on
an agreement’s express terms does not mean that it is not properly
derived from the agreement; neither misapplication of principles of
contractual interpretation nor erroneous interpretation of the agree-
ment in question constitutes ground for vacating an award." Id. Apex
Plumbing confirms that the error made by the arbitrator in this case
does not rise to the level that permits vacatur by this court.
The level of deference that this court has bestowed upon arbitrators
is extraordinary. It may even be excessive. However, we are bound
by this standard until such time as it is reconsidered by the court en
banc. See United States v. Collins, 415 F.3d 304, 311 (4th Cir. 2005).
I would, concededly with some reluctance, apply this standard and
affirm the district court’s refusal to vacate the arbitrator’s award.