Singh v. Raymond James Financial Services, Inc.

14-3970 Singh v. Raymond James Fin. Servs., Inc. UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT SUMMARY ORDER RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL. 1 At a stated term of the United States Court of Appeals 2 for the Second Circuit, held at the Thurgood Marshall United 3 States Courthouse, 40 Foley Square, in the City of New York, 4 on the 9th day of December, two thousand fifteen. 5 6 PRESENT: DENNIS JACOBS, 7 DEBRA ANN LIVINGSTON, 8 CHRISTOPHER F. DRONEY, 9 Circuit Judges. 10 11 - - - - - - - - - - - - - - - - - - - -X 12 HEMANT P. SINGH, 13 Petitioner-Appellant, 14 15 -v.- 14-3970 16 17 RAYMOND JAMES FINANCIAL SERVICES, INC., 18 Respondent-Appellee. 19 - - - - - - - - - - - - - - - - - - - -X 20 21 FOR APPELLANT: Charles D. Hellman, Mavroudis & 22 Guarino, LLC, Oradell, New 23 Jersey. 24 25 FOR APPELLEES: John K. Wells, Greenberg 26 Traurig, LLP, Boston, 27 Massachusetts. 28 1 1 Appeal from a judgment of the United States District 2 Court for the Southern District of New York (Daniels, J.). 3 4 UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED 5 AND DECREED that the judgment of the district court be 6 AFFIRMED. 7 8 Hemant P. Singh appeals from the judgment of the United 9 States District Court for the Southern District of New York 10 (Daniels, J.), denying Singh’s motion to vacate a FINRA1 11 arbitration award in favor of defendant-appellee Raymond 12 James Financial Services, Inc. (“Raymond James”), and 13 granting Raymond James’s motion to confirm the arbitration 14 award. Singh also challenges the district court’s denial of 15 Singh’s motion for reconsideration. We assume the parties’ 16 familiarity with the underlying facts, the procedural 17 history, and the issues presented for review.2 18 19 Raymond James is a securities broker/dealer. Singh is 20 a financial advisor in the securities industry who was a 21 registered representative associated with Raymond James, as 22 an independent contractor, from 1995 to 2005. The parties 23 executed an Independent Sales Associate Agreement on July 24 12, 2001 (the “Agreement”). See App’x of Appellant at 19a- 25 27a. The Agreement provided, inter alia, that Singh would 26 indemnify Raymond James “from and against: 27 1 Financial Industry Regulatory Authority. 2 Raymond James argues that the appeal should be dismissed as untimely because Singh did not file his motion for reconsideration within 14 days after entry of judgment. We have previously explained that the notice of appeal was timely filed because Singh’s Rule 59(e) or 60 motion was filed in the district court within 28 days after entry of judgment. See Apr. 29, 2015, Order (Dkt. 86); see also Fed. R. App. P. 4(a)(4)(A) (“[T]he time to file an appeal runs . . . from the entry of the order disposing of the . . . [timely] motion to alter or amend the judgment under Rule 59 . . . [or] for relief under Rule 60 if the motion is filed no later than 28 days after the judgment is entered.”); Fed. R. Civ. P. 59(e) (28-day time limit); cf. S.D.N.Y. Local Civil Rule 6.3 (14-day time limit for motions for reconsideration “[u]nless otherwise provided by . . . statute or rule (such as Fed. R. Civ. P. 50, 52, and 59)”). 2 1 (1) all liabilities of any nature of Associate 2 [Singh], Sub-Associates, or their employees, 3 agents, customers or others whether accrued, 4 absolute, contingent, or otherwise existing as 5 of the date of this Agreement; 6 7 (2) all liabilities and costs arising out of the 8 conduct of Associate’s business activity, 9 including but not limited to any action, 10 inaction, misrepresentation, omission, 11 conduct, misconduct, unsecured debit, failure 12 to supervise, violation of the terms of this 13 Agreement, RJF policy, or any law, federal or 14 state, any rule, regulation or interpretation 15 of the Regulatory Authorities, or otherwise, 16 by Associate, Sub-Associates, or their 17 employees, agents, clients or others. 18 19 Agreement ¶ 20(A)(1)-(2) (App’x of Appellant at 25a). 20 21 Raymond James filed a Statement of Claim with FINRA in 22 April 2010, asserting claims of breach of contract, 23 indemnification, and reimbursement, and seeking damages, 24 plus attorney’s fees and costs. At an evidentiary hearing 25 held December 4, 2012, it sought $701,193.11 in compensatory 26 damages. The FINRA arbitration award granted Raymond James 27 $250,000 in compensatory damages and $100,000 in attorney’s 28 fees. 29 30 “[A]n arbitral award may be vacated if manifest 31 disregard of the law is plainly evident from the arbitration 32 record.” Duferco Int’l Steel Trading v. T. Klaveness 33 Shipping A/S, 333 F.3d 383, 388 (2d Cir. 2003). “Manifest 34 disregard can be established only where a governing legal 35 principle is well defined, explicit, and clearly applicable 36 to the case, and where the arbitrator ignored it after it 37 was brought to the arbitrator’s attention in a way that 38 assures that the arbitrator knew its controlling nature.” 39 GMS Grp., LLC v. Benderson, 326 F.3d 75, 78 (2d Cir. 2003) 40 (citation omitted). “[T]he award should be enforced, 41 despite a court’s disagreement with it on the merits, if 42 there is a barely colorable justification for the outcome 43 reached.” Wallace v. Buttar, 378 F.3d 182, 190 (2d Cir. 44 2004) (internal quotation marks and citation omitted). 45 “With respect to contract interpretation, this standard 46 essentially bars review of whether an arbitrator 3 1 misconstrued a contract.” T.Co Metals, LLC v. Dempsey Pipe 2 & Supply, Inc., 592 F.3d 329, 339 (2d Cir. 2010). 3 4 Singh avers that, at the arbitral hearing, Raymond 5 James sought relief solely on the basis of paragraph 6 20(A)(1) of the Agreement, which refers to liabilities 7 “existing as of the date of this Agreement,” Agreement 8 ¶ 20(A)(1), and he argues that the arbitration panel 9 “manifestly disregarded the law of contracts,” Br. of 10 Appellant at 1, because, in his view, none of the 11 liabilities for which Raymond James sought indemnification 12 had accrued on or before that date. Raymond James argues 13 that Singh’s characterization of its theory is “misleading 14 [and] disingenuous,” and that Raymond James proceeded under 15 paragraph 20 in its entirety.3 Br. of Appellee at 5. A 16 review of the pages of the hearing transcript cited by 17 Raymond James supports Raymond James’s position. See App’x 18 of Appellee at SPA1-5, SPA7-9. 19 20 Even if Singh’s characterization of Raymond James’s 21 theory were correct, we note that Singh’s argument is in 22 effect that the arbitration panel misconstrued the terms of 23 the Agreement. “[W]e are required to confirm arbitration 24 awards despite ‘serious reservations about the soundness of 25 the arbitrator’s reading of th[e] contract.’” Stolt-Nielsen 26 SA v. AnimalFeeds Int’l Corp., 548 F.3d 85, 92 (2d Cir. 27 2008) (quoting Westerbeke Corp. v. Daihatsu Motor Co., Ltd., 28 304 F.3d 200, 216 n.10 (2d Cir. 2002)), rev’d on other 29 grounds, 559 U.S. 662 (2010); see also Bernhardt v. 30 Polygraphic Co. of Am., 350 U.S. 198, 203 n.4 (1956) 31 (“Whether the arbitrators misconstrued a contract is not 32 open to judicial review.”); T.Co Metals, 592 F.3d at 339. 33 Accordingly, this argument provides no basis for reversal of 34 the district court’s judgment. 35 36 Singh also contends that the amount of the compensatory 37 damages award evidences manifest disregard of the law. The 38 panel provided no rationale for the fact or amount of the 39 award. However, “arbitrators need not explain their 40 rationale for an award.” Barbier v. Shearson Lehman Hutton 41 Inc., 948 F.2d 117, 121 (2d Cir. 1991). 42 3 Paragraph 20(A)(2), for example, does not refer to any particular date or dates. 4 1 Singh surmises that the arbitrators must have awarded 2 damages on two particular claims (out of the four or five 3 that were at issue), and appears to argue that the evidence 4 presented at the hearing was insufficient to support 5 liability on these two claims.4 See Br. of Appellant at 9- 6 11. “We do not . . . ‘recognize manifest disregard of the 7 evidence as proper ground for vacating an arbitrator’s 8 award.’” Stolt-Nielsen, 548 F.3d at 91 (quoting Wallace, 9 378 F.3d at 193). Moreover, “[i]t is settled law in this 10 circuit that arbitrators may render a lump sum award without 11 disclosing their rationale for it, and that when they do, 12 courts will not inquire into the basis of the award unless 13 they believe that the arbitrators rendered it in ‘manifest 14 disregard’ of the law or unless the facts of the case fail 15 to support it.” Koch Oil, S.A. v. Transocean Gulf Oil Co., 16 751 F.2d 551, 554 (2d Cir. 1985). 17 18 Evidence was presented that a contract required Singh 19 to indemnify Raymond James for certain liabilities, and 20 evidence was presented of the fact and amounts of those 21 alleged liabilities. The compensatory damages award was 22 substantially below the damages sought by Raymond James. 23 The arbitration panel thus apparently credited some but not 24 all of Raymond James’s evidence, and Singh has failed to 25 demonstrate that the arbitrators did so in manifest 26 disregard of the law. We decline the invitation to “inquire 27 into” Singh’s speculation that damages were based on two 28 particular claims. 29 30 For the foregoing reasons, and finding no merit in 31 Singh’s other arguments, we hereby AFFIRM the judgment of 32 the district court. 33 34 FOR THE COURT: 35 CATHERINE O’HAGAN WOLFE, CLERK 36 4 It appears that Singh may also argue that the evidence that was presented on these claims was improperly admitted. But “arbitrators are not bound by the rules of evidence.” LJL 33rd St. Assocs., LLC v. Pitcairn Props. Inc., 725 F.3d 184, 194 (2d Cir. 2013); see also Bernhardt, 350 U.S. at 203 n.4. 5