Roffler v. Spear, Leeds & Kellogg

Williams, J.,

dissents in a separate memorandum as follows: This Court held, in affirming the vacatur of the initial arbitration award in this matter, that the arbitrators’ award, which, without explanation, provided monetary relief to individual claimants for damage suffered by a corporation, was made in manifest disregard of the law by an arbitration panel that exceeded its authority (Matter of Spear, Leeds & Kellogg v Bullseye Sec., 291 AD2d 255 [2002]).

The arbitrators’ subsequent rendering, presently before us, of an identical award with a cursory explanation of their reasoning, is not sufficient to cure the award’s essential fault, namely, that it directly compensates individual shareholders for the claims of a corporation in what can only be viewed as a blatant disregard of the law. The panel’s reliance on this explanation in support of an award to petitioners not only evidences, at best, a grievous misinterpretation of our earlier decision, but ignores the fact that both this Court and the IAS court clearly rejected the same explanation, and others, when offered by petitioners earlier in this litigation as a possible rationale for such an award. Under these circumstances, such explanation “strain[s] credulity” and demonstrates manifest disregard of the law (Halligan v Piper Jaffray, Inc., 148 F3d 197, 204 [2d Cir 1998], cert denied 526 US 1034 [1999]). Moreover, although we held in the prior appeal that remand was proper because “the panel exceeded its authority by granting relief on claims not asserted in the amended statement of claim,” and ordered “a new hearing on the issue of whether the Rofflers are entitled to compensatory damages” (Matter of Spear, Leeds & Kellogg v Bullseye Sec., 291 AD2d 255, 256 [2002]), upon remand, neither appropriate claim was added on petitioners’ behalf (see Matteson v Ryder Sys. Inc., 99 F3d 108, 112-113 [3d Cir 1996]) nor *316were any further substantive proceedings held. While Supreme Court correctly vacated the amended award as violative of public policy for summarily disregarding the corporate claimant so as to bestow a monetary benefit upon its nonclaimant shareholders, the award should be vacated upon the additional grounds that the reconvened panel manifestly disregarded the law (see Matter of UBS Warburg [Auerbach, Pollack & Richardson], 294 AD2d 245 [2002], lv denied 100 NY2d 504 [2003]; Halligan v Piper Jaffray, Inc., 148 F3d 197 [1998]), and upon the ground that the panel overtly failed to comply with our binding directives (Sands Bros. & Co. v Generex Pharm., 298 AD2d 307 [2002]). Thus, I would remand this matter to a new panel of arbitrators.