The judgment of the Court was delivered by
*484O’HERN, J.This appeal concerns the extent to which a court may invalidate an arbitration panel’s award that was allegedly based on a mistaken determination of law. The issue arises in the context of a construction-management contract for an Atlantic City hotel and casino. The principal errors of law asserted are that the arbitrators (1) failed to observe settled principles of contract law by awarding damages that were not in the contemplation of the parties at the date of the contract and (2) awarded damages for lost profits after the date on which the project was substantially completed. We find that the asserted errors of law were not so gross, unmistakable, or in manifest disregard of the applicable law as to warrant judicial invalidation of the award.
I
The matter arises out of a 1983 construction-management contract entered into by plaintiff, Perini Corporation (Perini), and defendant, Greate Bay Hotel & Casino, Inc., trading as Sands Hotel & Casino (Sands). For purposes of this appeal, we adopt generally the version of the facts set forth in Perini’s supplemental brief to this Court.
In 1981, Sands’s parent company purchased the Brighton Hotel. The Brighton had experienced steadily-declining revenues for several years before Sands purchased it. Sands, however, was able to reverse that trend, making an $8,000,000 profit during its first year of operation. The Brighton’s financial troubles had stemmed from several factors: (1) the hotel was a full block from the boardwalk; (2) there was no entrance visible from the boardwalk; and (3) the company had a poor marketing strategy. Sands realized that in order to increase its revenues, it had to draw a significant number of patrons from the boardwalk.
To achieve that goal, Sands decided to undertake major renovations. On July 21, 1983, it entered into a construction-*485management agreement with Perini for a partial renovation of the hotel and casino. Under the terms of the agreement, Perini’s responsibilities as construction manager were to coordinate with the owner and the owner’s architect, supervise the trade contractors, and set a guaranteed maximum price for the project (originally $16,800,000) in exchange for a $600,000 fee plus reimbursement for actual expenses. If the cost of the project exceeded $20,000,000, Perini would be entitled to four percent of the project costs over $20,000,000 in addition to the agreed upon fee. The hotel and casino were continuously open and operating throughout the partial-renovation project.
The project had several component parts: (1) expansion of the existing casino gaming area; (2) creation of a new food court; (3) renovation of the nineteenth and twentieth floors and the addition of a new twenty-first floor to house an executive plaza club and seven luxury “high-roller” suites; (4) creation of an additional entrance at the southeast corner of the building (the new park entrance); and (5) the creation of a $400,000 ornamental, non-functional glass facade located outside of the east wall, which faces the boardwalk. Sands described the latter as a “new glitzy glass facade on the east side of the building which might act as a magnet to lure a new category of customers — strollers who might leave the boardwalk and walk the long block from the beach to the Sands.”
The contract contained no completion date and no “time-of-the-essence” clause. At the time the parties entered into the contract, the owner’s architect had not completed the plans, drawings, and specifications. Sands concedes that it would have been impossible to fix a completion date at the date of contracting; thus, the contract provided that “[a]t the time a [guaranteed [mjaximum [p]rice is established, * * * a [d]ate of [substantial [completion of the [pjroject shall also be established.”
The contract defines “substantial completion” as “the date when construction is sufficiently complete * * * so the [o]wner *486can occupy or utilize the [p]roject or designated portion thereof for the use for which it is intended.” Perini asserts that “substantial completion” is a term of art in the construction industry with uniformly-understood significance related to performance, warranties, payment, and damages. Most significantly, it asserts that under prevailing law no damages for delay may be awarded after substantial completion.
As noted previously, the contract did not contain a completion date because that date was to be fixed at the time that a guaranteed maximum price was established. However, when the guaranteed maximum price was set (originally at $16,800,-000 and later increased to $24,000,000), a substantial completion date had not been placed in the contract.
Sands contends that the parties did agree ultimately to May 31, 1984, as the substantial completion date for the project. The record before the Court shows that the contractual completion dates submitted to the New Jersey Casino Control Commission required substantial completion of the project’s three main components (the expansion of the casino, the construction of seven “high-roller” suites, and the new park entrance) on or before June 1, 1984. Significantly, Sands informed Perini that it would postpone the project until 1985 were Perini unable to complete the project before the start of the summer season.
Perini argues that the entire project and various portions thereof reached substantial completion, as defined in the contract, as follows: casino and food court, April 17, 1984; new park entrance and facade, August 31, 1984; suites, September 14, 1984; and the entire project, September 14, 1984. Perini contends that no one disputes that the revenue-producing portions of the work — the expanded casino gaming area and the food courts — were open and operational before Memorial Day and that Perini was entitled to an excusable extension of the completion date for the “high-roller” suites until August 22, 1984. Therefore, for all practical purposes, Perini argues that Sands’s only delay claim related to an alleged four-month delay, *487from May through August 31, 1984, in the substantial completion of the glass facade. After the entire project had reached substantial completion on September 14, 1984, Perini claims that in keeping with the term-of-art meaning of substantial completion, only “punch list” and warranty work remained to be completed at the site. However, Sands sought to terminate the contract by letter dated December 21, 1984, despite an asserted contractual provision that it could not terminate the contract after substantial completion.
After Sands’s purported termination of the contract, Perini brought suit in the Superior Court, Atlantic County, Chancery Division. Perini sought a declaratory judgment that Sands could not terminate the contract after the renovation project had reached substantial completion. On Sands’s cross-action, the court determined that the termination issue, as well as any other disputed matters, were subject to arbitration under the contract.
Perini and Sands submitted three issues to the arbitrators: (1) lost profit damages alleged by Sands; (2) contract balances due Perini; and (3) wrongful termination of the contract by Sands. By a two-to-one vote, with the attorney-arbitrator dissenting, the panel awarded Sands over $14,500,000 in damages for lost profits. The arbitrators failed to decide explicitly the issue of whether Sands had the power to terminate Perini’s contract after substantial completion. During the arbitration proceedings the parties stipulated that Perini would receive $300,000 plus interest as its contract balance.
Sands sought judicial confirmation of the award in the Chancery Division, while Perini sought to vacate the award. Perini presented a variety of issues to the Chancery Division, not all of which have been made the subject of this appeal. Because we limited our grant of certification primarily to the question of mistake of law, we advert but briefly to the Chancery Division proceeding. Perini argued that there had been no competent evidence before the arbitrators to sustain the award. However, *488the court found that with respect to the damage award, there was competent evidence before the arbitrators from “which they could have reasonably concluded as they did.”
Next, the Chancery Division addressed the issue of lost profits. Although expressing concern about the damages awarded from September 1 through the end of December 1984, the Chancery judge concluded that the arbitrators had not committed “the kind of gross mistake or clear disregard of applicable law that is required to overturn an award.”
In an unreported decision, the Appellate Division affirmed. It held that the arbitrators had not been clearly mistaken as a matter of law and thus refused to vacate the award. The court found that enough evidence had been presented to the arbitrators to allow them to conclude that lost profits were a reasonably-foreseeable event of the breach of the contract. Furthermore, the evidence presented was sufficient to ensure that the lost profit damages were not speculative in nature.
The Appellate Division looked at a number of factors in reaching a decision on the substantial completion issue. First, it reviewed evidence of construction conditions around the casino entrance during the fall of 1984 that precluded access to the casino and prevented “beneficial use” of the entrance. Second, it noted that the concrete steps leading to the new entrance had to be repoured during the fall. Based on those factors the court found that “there is evidence from which the arbitrators could conclude Perini did not complete the job as required by the contract until December 1984, well beyond the projected completion time of the end of May 1984.”
The court found also that the award was not manifestly unjust, noting that the actual contract price was $24,000,000, and thus the $14,500,000 in lost profits was not disproportionate to the actual contract price.
We granted certification, 127 N.J. 583, 606 A.2d 353 (1991), limited to the following issues: (1) whether the asserted mistake of law was reviewable by the courts; (2) the continued *489validity of the principle that mistakes of law are the equivalent of undue means; and (3) the disproportionality of the arbitration award. We now affirm the judgment of the Appellate Division.
II
A.
Judicial attitudes about arbitration have changed significantly. Although originally there was mistrust of the arbitral process, that attitude has been replaced by a strong judicial commitment to arbitration. In Southland Corp. v. Keating, 465 U.S. 1, 13-14, 104 S.Ct. 852, 859-60, 79 L.Ed.2d 1, 13-14 (1984), Chief Justice Burger traced the historic reluctance of the courts to support arbitration to the ancient antipathy between equity and specific performance of arbitration agreements. That reluctance has been all but swept away by judicial recognition that the mindless jealousy of the English courts for their own jurisdiction must yield to the needs of a modern society to develop desirable alternatives to litigation. Our guiding principles should strengthen the systems that encourage those alternatives to litigation, not weaken them. See Sanford M. Jaffe & Linda Stamato, Dispute Resolution: Complementary Programs and the Courts 13 (Jan. 1983) (unpublished paper available from the Administrative Office of the Courts).
The New Jersey courts realized that adoption of the hostile attitude displayed by the English courts could have been detrimental to our judicial system. Thus, our courts have long encouraged the use of arbitration proceedings as an alternative forum. See James B. Boskey, A History of Commercial Arbitration in New Jersey Part I, 8 Rut.-Cam.L.J. 1, 2 (1976). As early as 1794, New Jersey enacted a statute that codified the English common law. Id. at 8. That arbitration statute was reformed in 1923 and is still in existence today. See N.J.S.A. 2A:24-1 to -11.
*490Arbitration has been defined as follows: “ ‘(1) It is the voluntary reference of a dispute by the parties to (2) an arbitrator or arbitrators chosen by the parties who (3) agree the decision will be final and binding.’ ” Levine v. Wiss & Co., 97 N.J. 242, 257, 478 A.2d 397 (1984) (O’Hern, J., dissenting) (quoting Arthur J. Simpson, Jr., Whither Judicial Arbitration in New Jersey 12 (Mar. 9, 1982) (unpublished manuscript available from the State Library)).
In Barcon Associates, Inc. v. Tri-County Asphalt Corp., 86 N.J. 179, 430 A.2d 214 (1981), we explained that “[arbitration is ‘a substitution, by consent of the parties, of another tribunal for the tribunal provided by the ordinary processes of law,’ and its object is ‘the final disposition, in a speedy, inexpensive, expeditious and perhaps less formal manner, of the controversial differences between the parties.’ ” Id. at 187, 430 A.2d 214 (quoting Eastern Eng’g Co. v. City of Ocean City, 11 N.J.Misc. 508, 510-11, 167 A. 522 (Sup.Ct.1933)).
Any party can submit a matter to arbitration. Our Arbitration Act provides: “Two or more persons by their agreement in writing may submit to arbitration a controversy existing between them at the time of the agreement * * N.J.S.A. 2A:24-2. Parties can agree to follow the procedures established by the American Arbitration Association (AAA), which contain the usual trial-type format, or they can agree to any other type of procedure to resolve the dispute. In this case, the parties agreed to follow the Construction Industry Arbitration rules of the AAA. Under those rules, a national panel of construction arbitrators is established and maintained. Also, those rules allow a pre-hearing conference and a preliminary hearing, prescribe the qualifications of the arbitrators and the number thereof, and establish the order and tenor of the proceedings. The rules do not require a specific format for the award. They state only that “[t]he award shall be in writing and shall be signed either by the sole arbitrator or by at least a majority if there be more than one.” Most significantly, the *491rules provide that “[t]he arbitrator may grant any remedy or relief which is just and equitable within the terms of the agreement of the parties.”
Once an arbitration award has been entered, any party to the arbitration may seek confirmation of the award with the court within three months of the arbitrators’ decision. N.J.S.A. 2A:24-7. The award will be confirmed unless “the award is vacated, modified or corrected.” Ibid. As at common law, the statute narrowly defines the circumstances permitting an arbitration award to be vacated. Those reasons are as follows:
a. Where the award was procured by corruption, fraud or undue means;
b. Where there was either evident partiality or corruption in the arbitrators, or any thereof;
c. Where the arbitrators were guilty of misconduct in refusing to postpone the hearing, upon sufficient cause being shown therefor, or in refusing to hear evidence, pertinent and material to the controversy, or of any other misbehaviors prejudicial to the rights of any party;
d. Where the arbitrators exceeded or so imperfectly executed their powers that a mutual, final and definite award upon the subject matter submitted was not made. [N.J.S.A. 2A:24-8.]
Sections a and d are relevant here and we shall refer to them as the “undue means” and the “exceeded their powers” provisions, respectively.
B.
Obviously a mistake of law is not one of the stated grounds for vacating an award. Nor, indeed, is sufficiency of the evidence. But some content must be given to those statutory-review provisions. Thus, arbitrators may not make an award that is wholly bereft of evidential support. McHugh Inc. v. Soldo Constr. Co., 238 N.J.Super. 141, 147-48, 569 A.2d 293 (App.Div.1990).
Our case law has been less than precise about the scope of judicial review of arbitral errors of law. In Barcón Associates, the Court said that “ ‘[arbitrators decide both the facts and the law,’ ” 86 N.J. at 187, 430 A.2d 214 (quoting Daly v. Komline-Sanderson Eng’g Corp., 40 N.J. 175, 178, 191 A.2d 37 (1963)). *492However, in In re Arbitration Between Grover and Universal Underwriters Insurance Co., 80 N.J. 221, 230-31, 403 A.2d 448 (1979), the Court set aside an arbitration award because the arbitrator had mistakenly found coverage under an insurance policy without the corroboration required by the terms of the policy. Such an award was viewed as both exceeding the powers of the arbitrator and having been procured by undue means. The Grover Court cited Held v. Comfort Bus Line, 136 N.J.L. 640, 57 A.2d 20 (Sup.Ct.1948). In that case, the term “undue means” was first interpreted under the present statute to embrace a mistake of law. Justice Heher, sitting at the Passaic Circuit, explained that undue means is found in two situations:
(1) where the arbitrator meant to decide according to law, and clearly had mistaken the legal rule, and the mistake appears on the face of the award or by the statement of the arbitrator; and (2) where the arbitrator has mistaken a fact, and the mistake is apparent on the face of the award itself, or it is admitted by the arbitrator himself. [Id. at 641-42, 57 A.2d 20.]
Justice Heher explained further that “[o]rdinarily, a mistake or error of law or fact is not fatal unless there is a resulting failure of intent or the error is so gross as to suggest fraud or misconduct." Id. at 642, 57 A.2d 20.
Although lower court decisions have used the phrase “undue means” to connote a mistake of law, the only New Jersey Supreme Court case equating a mistake of law with undue means is Perez v. American Bankers Insurance Co., 81 N.J. 415, 409 A.2d 269 (1979). That opinion, in citing Grover, suggested that a mistake of law is the equivalent of undue means. Id. at 420, 409 A.2d 269.
Later, in Faherty v. Faherty, 97 N.J. 99, 477 A.2d 1257 (1984), the Court vacated a portion of an arbitration award based on a mistake of law under N.J.S.A. 2A:24-8d, the “exceeded their powers” provision. There, the parties’ separation agreement provided for arbitration of any later disputes and contained a provision that New Jersey law would govern the resolution of such disputes. Based on that provision, the Court vacated an arbitral award under the “exceeded their powers” *493section because the arbitrator had failed to follow New Jersey law in granting alimony to the wife after she had remarried. See also Selected Risks Ins. Co. v. Allstate Ins. Co., 179 N.J.Super. 444, 432 A.2d 544 (App.Div.) (vacating arbitrators’ award under both the “undue means” and “exceeds their powers” provisions for failure to follow the law), certif. denied, 88 N.J. 489, 443 A.2d 705 (1981).
There is little profit in seeking to pigeonhole a mistake of law under either of those statutory sections. Suffice it to observe that “[w]hen the parties intend that their contract be interpreted in accordance with the law, [the arbitrator’s] authority is circumscribed by being limited to carrying out that intent.” Kearny Pba Local #21 v. Town of Kearny, 81 N.J. 208, 217, 405 A.2d 393 (1979). In this case, Sands does not disagree that the arbitrators intended to interpret the contract and remedy the breach in accordance with law. Specifically, Sands stated that “[t]he arbitrators did intend to apply the law and * * * their award is firmly supported by the applicable legal principles.” We do not intend, however, that the arbitrators be judges or that their decisions be subject to the same appellate supervision as those of judges.
The real question is the scope of judicial review. Even in the public sector, arbitrators have broad latitude to resolve questions of law when interpreting contracts. In public-sector arbitration the scope of judicial review “is limited to determining whether or not the interpretation of the contractual language is reasonably debatable.” Kearny PBA Local #21, supra, 81 N.J. at 221, 405 A.2d 393. Surely, in the private sector similar latitude should be allowed at the very least. Thus, in private-sector arbitration an arbitrator’s determination of a legal issue should be sustainéd as long as the determination is reasonably debatable. See Department of Law & Pub. Safety v. State Troopers Fraternal Ass’n, 91 N.J. 464, 469, 453 A.2d 176 (1982) (“Arbitrators in the private sector have broad discretion in determining legal issues.”); Communications *494Workers of Am., Local 1087 v. Monmouth County Bd. of Social Servs., 96 N.J. 442, 450, 476 A.2d 111 (1984) (“parties in the private sector may explicitly authorize the arbitrator to decide legal issues”).
Whether the arbitrators are viewed as having acted with “undue means,” or having “exceeded their powers,” the judicial inquiry must go beyond a search for mere mistakes of law. Were we to decide otherwise, arbitration would simply become another form of private, non-jury trial. A scope of review that allows an arbitration decision to stand when the interpretation of law is reasonably debatable is consistent with the earlier formulation set forth in Held, supra, 136 N.J.L. 640, 57 A.2d 20. That formulation requires that the arbitrators must have clearly intended to decide according to law, must have clearly mistaken the legal rule, and that mistake must appear on the face of the award. In addition, the error, to be fatal, must result in a failure of intent or be so gross as to suggest fraud or misconduct.
That scope of review is consistent with formulations found in other jurisdictions.1 For example, under New York law an arbitration award “will not be vacated even though the court concludes that [the arbitrator’s] interpretation of the agreement * * * misapplies substantive rules of law, unless it is violative of strong public policy, or is totally irrational, or exceeds a specifically enumerated limitation on [the arbitrator’s] power.” In re Arbitration Between Silverman and Benmor Coats, Inc., 61 N.Y.2d 299, 473 N.Y.S.2d 774, 779, 461 N.E.2d 1261, 1266 (1984). In Illinois, even “[g]ross errors of judgment in law or a gross mistake of fact are not grounds for vacating an *495award unless the mistakes or errors are apparent upon the face of the award.” Rauh v. Rockford Prods. Corp., 143 III.2d 377, 158 Ill.Dec. 523, 531, 574 N.E.2d 636, 644 (1991).
In California, where an arbitrator’s award is “made binding by the contract * * * and the legal issue concerns its construction, only a mistake of law egregious enough to amount to an arbitrary remaking of that contract is judicially cognizable.” Pacific Gas and Elec. Co. v. Superior Court of Sutter County, 234 Cal.App.3d 428, 277 Cal.Rptr. 694, 701, cert. granted, 281 Cal.Rptr. 765, 810 P.2d 997 (1991). See also Celtech, Inc. v. Broumand, 584 A.2d 1257, 1258 (D.C.App.1991) (“To persuade a court to interfere with an arbitration award, a party must show corruption or ‘gross mistake’; an error of judgment will not do.”); Jackson Trak Group, Inc. v. Mid States Port Auth., 242 Kan. 683, 751 P.2d 122, 127 (1988) (errors of law are not sufficient to vacate award fairly made in absence of “fraud, misconduct, or other valid objections”); Fischer v. Guaranteed Concrete Co., 276 Minn. 510, 151 N.W.2d 266, 270 (1967) (arbitrators award will not be set aside for mistake of law absent “fraud, mistake in applying his own theory, misconduct, or any other disregard of duty”); Bailey and Williams v. Westfall, 727 S.W.2d 86, 90 (Tex.Ct.App.1987) (“Not every error of * * * law warrants setting aside an arbitration award, but only those errors which result in a fraud or some great and manifest wrong and injustice.”); Racine Unified School Dist. v. Service Employees’ International Union, Local 152, 158 Wis.2d 51, 462 N.W.2d 214, 216 (1990) (only “manifest disregard of the law” would justify setting aside an arbitrator’s decision).
Finally, federal precedent offers a concise formulation of a set of principles for judicial review of arbitral mistakes of law:
“Manifest disregard of the law” by arbitrators is a judicially-created ground for vacating their arbitration award, which was introduced by the Supreme Court in Wilko v. Swan, 346 U.S. 427, 436-37, 74 S.Ct. 182, 187-88, 98 L.Ed. 168 (1953). It is not to be found in the federal arbitration law. 9 U.S.C. § 10. Although the bounds of this ground have never been defined, it clearly means moré than error or misunderstanding with respect to the law. Siegel v. Titan Indus. Corp., 779 F.2d 891, 892-93 (2d Cir.1985); Drayer v. Krasner, 572 F.2d *496348, 352 (2d Cir.), cert. denied, 436 U.S. 948, 98 S.Ct. 2855, 56 L.Ed.2d 791 (1978); I/S Stavborg v. National Metal Converters, Inc., 500 F.2d 424, 432 (2d Cir.1974). The error must have been obvious and capable of being readily and instantly perceived by the average person qualified to serve as an arbitrator. Moreover, the term “disregard” implies that the arbitrator appreciates the existence of a clearly governing legal principle but decides to ignore or pay no attention to it. Bell Aerospace Company Division of Textron, Inc. v. Local 516, 356 F.Supp. 354, 356 (W.D.N.Y.1973), rev’d on other grounds, 500 F.2d 921 (2d Cir.1974). To adopt a less strict standard of judicial review would be to undermine our well established deference to arbitration as a favored method of settling disputes when agreed to by the parties. United Steelworkers v. American Manufacturing Co., 363 U.S. 564, 80 S.Ct. 1343, 4 L.Ed.2d 1403 (1960); United Steelworkers v. Warrior & Gulf Navigation Co., 363 U.S. 574, 80 S.Ct. 1347, 4 L.Ed.2d 1409 (1960); United Steelworkers v. Enterprise Wheel & Car Corp., 363 U.S. 593, 80 S.Ct. 1358, 4 L.Ed.2d 1424 (1960); Saxis Steamship Co. v. Multifacs International Traders, Inc., 375 F.2d 577 (2d Cir.1967). Judicial inquiry under the “manifest disregard” standard is therefore extremely limited. The governing law alleged to have been ignored by the arbitrators must be well defined, explicit, and clearly applicable. We are not at liberty to set aside an arbitration panel’s award because of an arguable difference regarding the meaning or applicability of laws urged upon it. [Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Bobker, 808 F.2d 930, 933-34 (2d Cir.1986).]
In short, “the role of the courts in reviewing arbitration awards is extremely limited.” Local 153, Office & Professional Employees Int’l Union v. Trust Co. of New Jersey, 105 N.J. 442, 448, 522 A.2d 992 (1987). We sit not as an appellate court to review arbitral decisions of law but only to safeguard against interpretive error that may be characterized on its face as gross, unmistakable, undebatable, or in manifest disregard of the applicable law and leading to an unjust result.
We note that the Chief Justice has forcefully marshaled the reasons to overrule our prior precedent with respect to judicial review of arbitration awards. He points to the Appellate Division decision in Brooks v. Pennsylvania Manufacturers’ Ass’n Insurance Co., 121 N.J.Super. 51, 296 A.2d 72 (1972), modified on other grounds, 62 N.J. 583, 303 A.2d 884 (1973), as the point at which the lower courts began expanding the otherwise narrow “mistake of law” exception. Post at 522-525, 610 A.2d at 386-387. However, the Brooks mistake of law exception has never been approved by this Court. We do not *497believe that prior precedent precludes the result that we reach and see no need to revisit the issues. Nor do we envision a threat to arbitration processes or an “anti-arbitration bias” in our decision. Appeals of this nature are almost non-existent. In the eleven years since the Barcón decision, we can find no meritorious review in our Court of a commercial-arbitration award.
Rather, we believe that the arbitration process is strengthened by having a limited reservoir of judicial review. Faherty, supra, 97 N.J. 99, 477 A.2d 1257, is a good example. To let stand an award of alimony that would, on its face, violate New Jersey’s statutory law and policy would undermine public confidence in arbitration as a credible system of complementary dispute resolution. We are confident that the limited judicial review that we contemplate will strengthen, rather than weaken, such alternatives to litigation. It is not surprising, in view of the very large sums of money involved in this case and the unusual theory of damages accepted by this arbitration panel, that the arbitral party would seek judicial review.
Ill
We turn now to the application of those principles to the facts of this case. Perini alleges that several mistakes of law in this arbitration were clear, substantial, and highly prejudicial. We shall address each.
1. Was it a mistake to award damages for lost profits that were not in the contemplation of the parties at the date of contract?
Since Hadley v. Baxendale, 9 Ex. 341, 156 Eng.Rep. 145 (1854), lawyers and judges have pondered the difficult issue of harnessing the concept of expectation damages. Should the delay in transit of a crankshaft needed to drive a grist mill have caused a common carrier to be liable for the lost profits of the mill? The rule of consequential damages is said to have been devised to meet the demands of a rapidly-expanding market *498society. Whatever the doctrine’s origins, it is a settled part of our legal landscape.
“Compensatory damages are designed ‘to put the injured party in as good a position as he would have had if performance had been rendered as promised.’ 5 Corbin, Contracts § 992, p. 5 (1951).” What that position is depends upon what the parties reasonably expected. It follows that the defendant is not chargeable for loss that he did not have reason to foresee as a probable result of the breach when the contract was made. Hadley v. Baxendale, 9 Ex. 341, 156 Eng.Rep. 145 (1854); accord Crater v. Binninger, 33 N.J.L. 513 (E. & A. 1869). The oft-quoted language in Hadley for this proposition is:
Where two parties have made a contract, which one of them has broken, the damages which the other party ought to receive, in respect of such breach, should be such as may fairly be considered either arising naturally, i.e., according to the usual course of things, from such breach of contract itself, or such as may reasonably be supposed to have been in the contemplation of both parties at the time they made the contract, as the probable result of the breach of it. [9 Ex. at 354, 156 Eng.Rep. at 151] [Donovan v. Bachstadt, 91 N.J. 434, 444-45, 453 A.2d 160 (1982) (footnote omitted) (citations omitted).]
Lost profits fall under the category of consequential damages. Seaman v. United States Steel Corp., 166 N.J.Super. 467, 471, 400 A.2d 90 (App.Div.), certif. denied, 81 N.J. 282, 405 A.2d 826 (1979); E. Allan Farnsworth, Contracts § 12.14 (1982).
Perini argues that lost profits were not contemplated by the parties at the time of contract most significantly because the parties “specified in their [cjontract the precise remedies available in the event of a breach by the other side.” Perini points to contract clauses 12.1.1 (construction manager agrees to indemnify owner), 12.4 (owner required to purchase property insurance), 13.2.1 (owner may make good on obligations construction manager fails to perform), and 13.2.2 (where construction manager fails to perform duties under the circumstances described, owner may terminate employment of construction manager) in support of its argument. Had either party contemplated damages for lost profits, Perini argues, a provision would have been included in the contract. For example, Sands would have placed a liquidated damages clause in the contract or it would have included a “time-of-the-essence” clause. As *499one commentator has noted, liquidated damages clauses are included in construction contracts as a “predetermined assessment of compensatory damages for failure to substantially complete the construction project within the contract time.” Steven M-. Siegfried, Introduction to Construction Law § 8.03(d) (1987) (hereinafter Siegfried).
Furthermore, Perini argues that it would not have accepted such a great risk for the minimal fee of $600,000. Thus, Perini argues that because the parties did not mention lost profits as a remedy in the case of late completion, lost profits cannot be awarded, and therefore the award of lost profits was not in accordance with the terms of the contract. Also, Perini contends that the parties could not have anticipated that the failure to complete a non-functional, ornamental facade could lead to damages of millions of dollars. Finally, even if lost profits were contemplated by the parties, they did not intend to allocate the risk of loss to Perini.
However, the testimony of Sands’s personnel clearly established that Sands intended to increase its profits by attracting more patrons from the boardwalk. Certainly, Perini had to be aware of Sands’s motive at the time it entered into the contract. Also, Sands stressed the importance of timely completion of the project. On numerous occasions Sands informed Perini that it wished to have the project completed prior to the beginning of the summer season, the casino industry’s busiest season. Perini was well aware of the projected completion date. In an inter-office memorandum, dated September 26, 1983, Perini’s project manager wrote: “The projected completion date is June 15,1984, which is 12 work days beyond the required completion date on May 31, 1984.” Furthermore, Perini knew that Sands would delay construction if the project could not be completed by May 1984. Thus, it appears that the arbitrators had more than enough evidence to conclude that Perini was aware that its failure to complete the project in a timely fashion could lead to a significant loss of income. In fact, a letter written on June 12, 1984, by William Weidner, Sands’s president, specifically *500informed Perini that Sands intended to seek damages. Certainly, based on the evidence submitted to them, the arbitrators could have concluded that the damages were reasonably foreseeable. Thus, Perini’s first alleged mistake of law must fail.
2. Was it a mistake to award damages for lost profits after the date when the project was substantially completed?
A.
Perini argues that if the award of lost profits from September through December 1984 is allowed to stand, the well-established rule that limits damages after substantial completion will be violated because the parties agreed that substantial completion of the project occurred on September 15, 1984.
Substantial completion has a definite meaning in the construction industry. Amicus, Associated General Contractors of America (AGCA), tells us that the contract entered into by Perini and Sands is substantially the same as AGCA Document No. 500, which in turn is modeled on forms distributed by the American Institute of Architects (AIA). Those AIA forms are widely used in the construction industry. Justin Sweet, Sweet on Construction Industry Contracts: Major AIA Documents § 1.1 (1987) (hereinafter Sweet). The definition of substantial completion that appears in the contract reads as follows: “The date of [substantial [completion of the [p]roject or a designated portion thereof is the date when construction is significantly complete in accordance with the [d]rawings and [specifications so the [o]wner can occupy or utilize the [p]roject or designated portion thereof for the use for which it is intended.” According to Professor Sweet, the AIA defines substantial completion as “what the owner bargains for, a mostly completed project within the required time.” Sweet, supra, § 16.15. Professor Sweet also notes that generally AIA contracts contain a clause that requires a contractor, on substantial completion, to submit “a comprehensive list of items to be completed or corrected.” That is generally known as a “punch list.” Ibid. Although the specific clause described *501by Professor Sweet was not included in the contract here, the definition of punch list and its link to substantial completion will be helpful to our analysis. Generally, the punch list includes those items that restrict the final completion of the project. 2 Steven G.M. Stein, Construction Law ¶ 7.09 at 7-78 (1991) (hereinafter Stein).
Another factor that is indicative of substantial completion is the issuance of a certificate of occupancy by the municipality, normally by its building department. Id. at 7-77. When an owner attempts to assess liquidated damages, a “certificate of occupancy should arguably determine the date of substantial completion.” Ibid.
In its amicus brief, AGCA argues that substantial completion in construction law and the common-law doctrine of substantial performance are different, without clearly stating the consequence of that purported difference. It appears that substantial completion is a term used in the construction industry to measure the time commitment portion of the contract. Sweet, supra, § 17.4. In any case, the definition of substantial completion used by the parties is similar to the definition of substantial performance used by the courts. See Jardine Estates, Inc. v. Donna Brook Corp., 42 N.J.Super. 332, 337, 126 A.2d 372 (App.Div.1956). Perini in its papers and the case law use the terms interchangeably. Construction-industry authorities agree that the courts use the terms interchangeably. Stein, supra, 116.07[3] & n. 13 at 6-18.
B.
As noted previously, Perini contends that it substantially completed the project by mid-September 1984, and therefore should not be liable for lost profits from that date to the date of termination in December 1984. According to Perini, the award of lost profits for that period amounted to approximately *502$4,000,000.2 Construction industry treatises agree with Perini. Siegfried states:
The doctrine of substantial performance can be used as a defense to a breach of contract action for failure to complete a project within the contract time. In fact, unless otherwise specifically agreed, a liquidated damages provision is not enforceable for the period beyond the point of substantial completion. [Siegfried, supra, § 8.05.]
As Williston points out, most commonly, the courts have applied the doctrine of substantial performance to cases that involve building contracts. The doctrine has been interpreted to allow a builder who has substantially performed a contract to recover the full price under the contract less any damages suffered by the owner due to the builder’s breach. 6 Williston on Contracts § 842 (3d ed. 1962). That rule generally is followed in most American jurisdictions. 3A Corbin on Contracts § 701 (1960).
The case law is in accord. In Jardine Estates, supra, the court stated that there is substantial performance of a contract “ ‘where all the essentials necessary to the full accomplishment of the purposes for which the thing contracted for has been constructed are performed with such an approximation to complete performance that the owner obtains substantially what is called for by the contract.’ ” 42 N.J.Super. at 337, 126 A.2d 372 (quoting 9 Am.Jur., Building and Construction Contracts § 42).
In Feeney v. Bardsley, 66 N.J.L. 239, 49 A. 443 (E. & A. 1901), the Court found no error in the lower court’s charge to the jury where it stated:
[I]f the contractor has substantially performed his contract, even though he has failed to do so in some minor particulars, he is entitled to recover the contract price, less what will be a fair allowance to the owner to make good the defects in performance of the contract. [Id. at 240, 49 A. 443.]
*503In Van Dusen Aircraft Supplies, Inc. v. Terminal Construction Corp., 3 N.J. 321, 70 A.2d 65 (1949), this Court, citing Feeney approvingly, stated in dicta that the “rule of damages where a building is substantially completed, but is defective in some particulars, is the cost of making good the omitted or defective work.” Id. at 329, 70 A.2d 65. Accord PowerMatics, Inc. v. Ligotti, 79 N.J.Super. 294, 191 A.2d 483 (App. Div.1963); Winfield Mut. Horn. Corp. v. Middlesex Concrete Prods. and Excavating Corp., 39 N.J.Super. 92, 120 A.2d 655 (App.Div.1956); Amerada Hess Corp. v. Quinn, 143 N.J.Super. 237, 362 A.2d 1258 (Law Div.1976).
C.
Perini and amicus, AGCA, argue that because the arbitrators awarded damages beyond the substantial completion date allegedly admitted by the parties, they departed from both public (judicial decisions) and private law (the parties’ contract) in reaching their decision and thus imperfectly executed their powers, in violation of N.J.S.A. 2A:24-8d.
When assessing damages after substantial completion of a project, courts have treated liquidated damages in a manner similar to that of lost profits. Thus, we have included several liquidated damages cases in our analysis. Courts have found that liquidated damages may not be imposed after the owner “is able to put the project to its beneficial use or the owner has taken occupancy.” Stein, supra, ¶ 6.07[3] at 6-18. The rationale behind that policy is that liquidated damages otherwise would become a penalty because those damages are designed to approximate an owner’s loss before occupancy. Id. at 6-19. The reason for limiting liquidated damages was succinctly stated in Stone v. City of Arcola, 181 Ill.App.3d 513, 130 Ill.Dec. 118, 536 N.E.2d 1329 (Ill.App.Ct.1989):
The trial court found substantial completion on October 10, 1983. Since the project was sufficiently complete at the time to be used for the purpose for which it was intended, then it would seem appropriate to construe the liquidated damages provision to close at the time of substantial compliance, even though *504there may be minor repairs, adjustments, or finishing work remaining. After all, if the contractor can get paid at substantial compliance, that is the logical time to discontinue the applicability of the liquidated damages clause. If the contractor fails to complete the additional work, the owner’s remedy is to have someone else complete it and sue the contractor to recover the expense. [Id. at 1338.]
That rule was applied in Monsen Engineering Co. v. TamiGithens, Inc., 219 N.J.Super. 241, 530 A.2d 313 (App.Div.1987), a case involving a liquidated damages clause in a contract for the installation of heating systems in a public-housing project. The contract should have been completed by September 25, 1982; however, the contract was not substantially completed until December 31, 1984. Id. at 244, 530 A.2d 313. The parties agreed that the date of substantial completion (December 31, 1984) was appropriate for purposes of calculating delay damages. Ibid. The Appellate Division found that the trial court, relying on those dates, had correctly assessed the delay as 800 days and affirmed the liquidated damages award. Id. at 251, 530 A.2d 313.
Also, in Utica Mutual Insurance Co. v. DiDonato, 187 N.J.Super. 30, 453 A.2d 559 (App.Div.1982), a case involving a contract for electrical work for the completion of a construction project at Stockton State College, the plaintiff argued that the trial judge had erred in assessing the date of substantial completion. Id. at 39, 453 A.2d 559. The plaintiff asserted that substantial completion had occurred months before the actual completion date of May 14, 1976, and therefore it should not be liable for liquidated damages after the substantial completion date. The Appellate Division remanded the issue to the trial court, finding that the Director of the Division of Building and Construction had testified that substantial completion of the entire project had occurred “around June of 1975.” Id. at 41, 453 A.2d 559. The court stated that it was not aware if the entire project had been occupied or used for its intended purpose during the September 1975 semester. Ibid. Thus, it was necessary to determine the substantial completion date prior to assessing the liquidated damages award. See also Public *505Health Trust of Dade County v. Romart Constr., 577 So.2d 636 (Fla.Dist.Ct.App.1991) (liquidated damages awarded for sixty-eight day delay in failing to substantially complete the project); Stone v. City of Areola, supra, 536 N.E.2d 1329 (liquidated damages can only be awarded until substantial completion date); American Druggists Ins. Co. v. Henry Contracting, Inc., 505 So.2d 734 (La.Ct.App.) (same), cert. denied, 511 So.2d 1156 (La.1987); Page v. Travis-Williamson County Water Control and Improvement Dist. No. 1, 367 S.W.2d 307, 310 (Tex.1963) (holding substantial completion had occurred because water district “took possession of all the lines, filléd them with water and began using them to serve the customers of the water district”).
Case law also suggests that, like liquidated damages? lost profits can be assessed up to the date of substantial completion. For example, in D.A. Davis Construction v. Palmetto Properties, Inc., 281 S.C. 415, 315 S.E.2d 370 (1984), the court awarded three months’ lost rental income to the owner for the builder’s failure to substantially complete the project on the date specified in the contract. Id. at 372. The owner presented evidence that the property was to have been rented to a beer distributor upon substantial completion. See also Hemenway Co. v. Bartex, Inc., 373 So.2d 1356 (La.Ct.App.) (holding that the owner of retail store should receive the interest it had paid on interim financing and the rent paid on the old building for the period of delay until substantial completion), cert. denied, 376 So.2d 1272 (La.1979); Herbert & Brooner Constr. Co. v. Golden, 499 S.W.2d 541 (Mo.Ct.App.1973) (awarding delay damages for lost rental on theater and the costs of extending a construction loan until date of substantial completion). Cf. Brooks Towers Corp. v. Hunkin-Conkey Constr. Co., 454 F.2d 1203 (10th Cir.1972) (holding no lost rentals can be awarded where delay in substantial completion was excusable).
Thus, Perini’s argument that delay damages cannot be awarded after substantial completion of the contract is amply supported by the case law and construction-industry practice. *506Had the arbitration panel found that Perini had substantially completed the project, as that term is defined in the contract, by September 15, 1984, then it may have erred in awarding lost profits from that date to the time Sands terminated the contract in December 1984.
The Appellate Division resolved the issue by reasoning that there was enough evidence for the arbitrators to decide that substantial completion had not occurred before September 15, 1984. The court stated that “[t]his is not a case from which it can be concluded the arbitrators were clearly mistaken as a matter of law or fact on Perini’s failure to substantially complete the project by May 31,1984, or the failure to substantially complete it by December 1984.”
Tftat finding would not otherwise present a problem except that Sands appeared to agree, although it did not stipulate during the arbitration proceeding, that substantial completion of the project had occurred on September 15, 1984. For example, Sands stated in its Appellate Division brief:
Although a temporary certificate of occupancy issued for the suites on September 15, 1984 * * * work was still being done on some of the suites after that date. * * * At the time Perini was terminated, there was still much “punch list” work to be done. Perini never did complete the punch list.
It also stated:
While it is true (and Greate Bay has admitted) that substantial completion of the construction was achieved by September 15, 1984, this did not preclude Greate Bay from terminating Perini.
That language suggests that Sands conceded generally that most of the work had been completed by September 15, 1984. The language does not suggest, however, that Sands fully conceded either that an award of consequential damages was precluded after September 15, 1984, or that it intended to give the expression “substantial completion” its construction-industry “term-of-art” meaning. Obviously, the Chancery judge was greatly troubled by the award of lost profits after September 15, 1984, stating that “the contract was substantially complete and all the problems which were related as applying to the summer season were reduced.”
*507We have verified the various transcript references that refer to the condition of the property after September 15, 1984. For example, William Weidner testified that as of Thanksgiving 1984, Sands “had a full-fledged disaster on [its] hands.” Also, the lighted, glass-enclosed elevator, which was visible from the boardwalk and was part of the new park entrance, was not completed and operational until late November 1984. Similarly, Perini’s work on the glass facade at the vehicle entrance on Indiana Avenue continued through the fall. Perini often had trucks and/or cranes parked on Indiana Avenue adjacent to or in the new entrance. Thus, it appears, as Sands argues, that although it was able to occupy the new park entrance in the fall while the renovation work continued, it greatly detracted from the building’s appearance, obstructed customer access, disrupted operations, and contributed to Sands’s loss of business.
At its root, the doctrine of substantial performance “rests on principles of fairness.” Amerada Hess Corp., supra, 143 N.J.Super. at 253, 362 A.2d 1258. It is intended to avoid the harshness of common-law contract doctrine so that the right of compensation of those who have performed “ ‘in all material and substantive particulars * * * may not be forfeited by reason of mere technical or unimportant omissions or defects.’ ” Ibid, (quoting Gillespie Tool Co. v. Wilson, 123 Pa. 19, 16 A. 36, 37 (1888)).
Sands contracted with Perini in large measure for the construction of an ornamental facade, which was intended to draw people to the casino. To apply the doctrine against Sands might be inequitable because Sands never received what it bargained for — an ornamental glass facade that would attract clientele to its casino. Such an appearance was not entirely achieved by September 15. The arbitrators could have found that the uncompleted work was not a “mere technical or unimportant omissionf ] or defect[ ].” Because the doctrine rests on fairness, the arbitrators may have considered it fair to award damages even though the entrance could be used in its uncompleted state. See Birch Cooley v. First Nat’l Bank of Minne*508apolis, 86 Minn. 385, 90 N. W. 789, 790 (1902) (Rule of substantial performance does not apply “where deviations from the contract are such that an allowance out of the contract price would not give the other party essentially what [it] contracted for.”).
Perini’s argument also fails to take into account the possibility that the public’s perception of the Sands building during the critical summer months could have had á significant impact on Sands’s operations in the fall. There was evidence in the record concerning the importance of introducing the renovated facility to the public during the peak summer season. A Sands executive testified that the image created by an Atlantic City casino in the summer carries over into the following months. Thus, the situation is not directly analogous to that of a theater owner whose profits resume when the project is substantially completed, Herbert & Brooner, supra, 499 S.W.2d 541, or the retail store owner who is able to transfer operations from one store to another, Hemenway, supra, 373 So.2d 1356. Here, the arbitrators could have concluded that the delay in completion was an event of non-performance that carried over into the fall resulting in significant consequential damages after substantial completion. In other words, to give the worst case scenario, if, during a renovation, a contractor had left residual materials in a ventilator system that had caused a wide-spread epidemic in a hotel (as in the famous Legionnaire’s disease case in Philadelphia, see Tom Mathews et al., The Mystery Fever, Newsweek, Aug. 16, 1976 at 16), would anyone doubt that after the project had been substantially completed, i.e., fully renovated, the consequential damages incurred by the proprietor would linger long thereafter? An event of non-performance caused a loss of income even after completion. We do not suggest that that is an identical or apt analogy; however, the evidence submitted to the arbitrators suggested that the casino was presented to the public in a poor light due to Perini’s delay in completion. That delay and the resulting appearance could have caused profits to lag over the fall. Thus, the arbitrators’ decision does not *509appear to depart from any clear holding that consequential damages cannot be awarded if the residual effécts of nonperformance of the contract are carried over into a period when the building is operational.
3. Was it a mistake to award damages for lost profits to a new business?
Perini argues that the renovation project amounted to a new business. In Weiss v. Revenue Building and Loan Ass’n, 116 N.J.L. 208, 182 A. 891 (E. & A. 1936), the Court stated that lost profits for a new business are “too remote, contingent and speculative to meet the legal standard of reasonable certainty.” Id. at 212, 182 A. 891. Sands questions that argument. It points out that the casino had a proven track record; the location and nature of the business never changed; and the management team never changed.
However, even were we to consider profits from the 1984 season as those of a new business, the trend in recent cases has been to award lost profits for a new business when they can be proved with reasonable certainty. Robert L. Dunn, Recovery of Damages for Lost Profits, § 4.2 (3d ed. 1987); see also Seaman, supra, 166 N.J.Super. at 474-75, 400 A.2d 90 (evidence of lost rental value from new operation incorrectly admitted at trial because, among other things, defendant failed to show that a profit would have been made). In In re Merritt Logan, Inc., 901 F.2d 349 (3d Cir.1990), the court predicted that this Court would follow that trend and allow lost profits for a new business if damages were proved with reasonable certainty. Id. at 358. That court also relied on comment 2 to N.J.S.A. 12A:2-708(2) (UCG), which states that “[i]t is not necessary to a recovery of ‘profit’ to show a history of earnings, especially if a new venture is involved.” Ibid. Given that recent trend, the arbitrators cannot be said to have acted in manifest disregard of the law. Thus, because the arbitrators were presented with enough evidence to decide that Sands had proved its lost profit *510damages with reasonable certainty, the damage award does not fall.
4. Was it a mistake to award damages greatly disproportionate to Perini’s fee?
An excessive or inadequate arbitration award is not grounds in and of itself to warrant judicial interference. Generally, there must be a showing of “misconduct or want of good faith on the part of the arbitrator.” Held, supra, 136 N.J.L. at 642, 57 A.2d 20.
Perini argues that a damage award of over $14,000,000 is grossly disproportionate to the $600,000 management fee3 it was to receive under the $24,000,000 contract and is, therefore, in direct violation of this Court’s recent decision in Dixon Venture v. Joseph Dixon Crucible Co., 122 N.J. 228, 584 A.2d 797 (1991). Perini states that in Dixon this Court was concerned with a damage award that was 16% of the contract price (in Dixon the contract price and the “fee” were the same), whereas the damages awarded to Sands were 2400% of the fee received by Perini.4 Put differently, the damage award to Sands was twenty-four times Perini’s fee and the damage award in Dixon was .16 times the seller’s price.
Dixon involved liability for the cleanup of property under the Environmental Cleanup Responsibility Act (ECRA), N.J.S.A. 13:lK-6 to -13. Generally, under ECRA the seller “will be subject to absolute liability without regard to fault.” Id. at 232, 584 A.2d 797 (citing N.J.S.A. 13:lK-13a). Because the seller was not aware of ECRA’s requirements when it entered *511into the contract, the Court was concerned that the seller might be required to shoulder the entire cost of the cleanup, stating that an “unqualified adoption of either the trial court resolution or the Appellate Division resolution” might produce an “unjust result.” Id. at 231, 584 A.2d 797. We agreed with the Appellate Division that a private right of action could stand under ECRA; however, we found that the problem with that option was that the understanding of the parties had not been taken into account at the time they entered into the contract. Id. at 232, 584 A.2d 797. Because neither party made an economic choice to assume the market risk — both parties being unaware of the law — an unqualified enforcement of a private right of action would be unfair. Ibid. Under those circumstances, we believed that to mold a remedy “in accordance with the economic realities of the situation” was appropriate. Ibid. In fashioning a remedy, we instructed the trial court to take into account the “assumptions of each party at the time of closing and whether the anticipated costs of ECRA compliance would be so disproportionate to the sale price that it would have altered the economic choices that the seller would have made.” Id. at 233.
Perini argues that the “economic realities” of the situation and the assumptions of the parties at the time of contracting should have been considered by the arbitration panel. Specifi-v cally, Perini claims that it would not have entered into the contract if it had assumed it would be liable for over $14,000,-000 in damages while receiving only a $600,000 management fee.
This case is not comparable to Dixon. In Dixon, the seller was not aware of its duties under ECRA, and thus was not aware that it was subject to liability for the cleanup. Also, under the facts in Dixon, the buyer could not be held clearly liable either. The buyer had agreed to purchase the property before the effective date of the Act, but the closing occurred after the effective date. Here, on the other hand, the arbitrators had enough competent evidence to determine that Perini was aware of its exposure to liability for lost profits at the time *512of contracting. The testimony of Sands’s witnesses concerning the seasonal nature of the casino business; the need to finish the project before the start of the summer season; and the fact that Sands would have postponed the project until 1985 if Perini were unable to complete it before the start of the summer season led to the inescapable conclusion that Perini would be liable for failure to complete in a timely fashion.
Perini’s second disproportionality argument is based on the Restatement (Second) of Contracts § 351(3) (1979) (hereinafter § 351(3)). That section, entitled Unforeseeability and Related Limitations on Damages, states:
(3) A court may limit damages for foreseeable loss by excluding recovery for loss of profits, by allowing recovery only for loss incurred in reliance, or otherwise if it concludes that in the circumstances justice so requires in order to avoid disproportionate compensation. [§ 351(3).]
Based on that section, Perini contends that the doctrine of “disproportionality” allows “a court to avoid extreme unfairness or injustice, by limiting awards of consequential damages, particularly lost profits, in a breach of contract case even where they are foreseeable.” Perini argues that even though a consequence may have been foreseeable at the time of contracting, it does not necessarily mean that the parties intended to allocate the risk of loss to one of the parties. That argument tracks comment f to § 351, which in pertinent part states:
It is not always in the interest of justice to require the party in breach to pay damages for all of the foreseeable loss that he has caused. There are unusual instances in which it appears from the circumstances either that the parties assumed that one of them would not bear the risk of a particular loss or that, although there was no such assumption, it would be unjust to put the risk on that party. One such circumstance is an extreme disproportion between the loss and the price charged by the party whose liability for that loss is in question. The fact that the price is relatively small suggests that it was not intended to cover the risk of such liability.
********
[Restatement (Second) of Contracts § 351 cmt.f (1979) (hereinafter comment f)-]
Perini argues that because the award is highly disproportionate to the fee received, the parties did not intend to allocate the risk *513to it. Thus, Perini urges us to follow the Restatement and limit damages.
Although that argument has merit, comment f sets forth several limitations. First, the comment states that damagé limitations are “more likely to be imposed in connection with contracts that do not arise in a commercial setting.” Second, although it does not appear to be a limitation in and of itself; the comment suggests, through the illustrations that follow it, that a limitation on damages is more likely to be applied where there is an “informality of dealing, including the absence of a detailed written contract, which indicates that there was no careful attempt to allocate all of the risks.” That second limitation does not appear to be applicable here because the parties entered into an extensive written contract containing several provisions that addressed damages under certain circumstances. Finally, the section envisions an “extreme disproportion between the loss and the price charged by the party whose liability for that loss is in question.” (Emphasis added).
Few cases have mentioned § 351(3) in dicta; fewer still have actually relied on that section in limiting damages. Of those courts that have mentioned § 351(3), the disproportion was substantially greater than that found in this case. We note that no New Jersey court has applied that section.
One of the few cases that actually relied on § 351(3) is International Ore & Fertilizer Corp. v. SGS Control Services, Inc., 743 F.Supp. 250 (S.D.N.Y.1990). That court looked at the several factors mentioned in comment f and concluded that the damages sought by the plaintiff, which were 16,000 times greater than the contract price, were disproportionate. The fee charged by defendant was $150 and the damages sought were $2,400,000.5 Id. at 257. In reaching its conclusion, the court also relied on the other factors. First, the parties had reached *514their agreement over the telephone and the conversation was confirmed by a telex that was devoid of any statement of liability. Ibid. Second, the parties' informal dealings and the low contract price indicated that there had been no attempt to allocate all of the risks. Ibid. However, the court did allow recovery of fifty percent of the lost profits on a theory of negligent misrepresentation. Id. at 258-60.
Perini contends that the disproportionality doctrine has been discussed “implicitly or explicitly” by the New Jersey courts.6 In Seaman, supra, 166 N.J.Super. 467, 400 A.2d 90, the court refused to allow a damage award that was 207 times greater than the defendant’s charge for steel plating. The court reasoned that the loss of profits resulting from the breach had not been foreseeable, explaining that had the defendant anticipated this loss, it would have sought “some assurance that they would not be responsible beyond a stipulated sum.” Id. at 472, 400 A.2d 90. Perini argues that this language suggests that the court was “articulatfing] a fundamental principle of disproportionality — allocation of risk.” Sands argues that there was no implicit disproportionality argument; that in Seaman the court simply made the usual foreseeability analysis and determined that an award of lost profits was too speculative because the purchaser had conveyed no information to the seller about its use of the steel plate for “any particular contract or work.” See id. at 472, 400 A. 2d 90.
Perini distinguishes Paris of Wayne, Inc. v. Richard A. Hajjar Agency, 174 N.J.Super. 310, 416 A.2d 436 (App.Div.1980), certif. denied, 85 N.J. 454, 427 A.2d 555 (1981). There the Appellate Division affirmed the trial court’s award of *515$58,900 in damages. Those damages were 200 times the real estate agent’s fee of $300. Id. at 316, 416 A.2d 436. Perini asserts that the Paris court distinguished that case from a case that might arise in a strict commercial setting, stating:
If this case were strictly in a commercial context, perhaps the disproportionality between defendants’ compensation and their exposure might tilt the scales against an award of consequential damages. But defendants are not just businessmen. They are members of a trained and carefully regulated profession affected with a public interest. [Id. at 320-21, 416 A.2d 436.]
To be sure Perini does not meet that measure. See also Kutzin v. Pirnie, 124 N.J. 500, 518, 591 A.2d 932 (1991) (“[Retention of the entire deposit would unjustly enrich the [seller] and would penalize the [buyer] contrary to the policy behind our law of contracts.”).
Although Perini’s argument that it would not have accepted such a great risk for a minimal fee is forceful, it was well aware of the high stakes involved in the Atlantic City casino-construction industry. By contracting with Sands, Perini offered its expertise in this risky endeavor. At the time Perini and Sands entered into the contract, Perini had managed a number of construction projects in Atlantic City. Considering the nature of this project, Perini might have bargained for a “no damages for delay” clause, see Broadway Maintenance Corp. v. Rutgers, 90 N.J. 253, 447 A.2d 906 (1982), or a liquidated damages clause in the contract. The only plausible conclusion, then, is that Perini left the resolution of a dispute over non-performance to third-party arbitrators. We cannot say that under those circumstances the arbitrators manifestly disregarded any applicable unmistakable principle of New Jersey law.
5. Was it a mistake for the arbitrators to fail to decide an important issue — the question of Sands’s wrongful termination of Perini — that was submitted to them by the parties?
Finally, Perini argues that the arbitrators failed to address the question of whether Sands had wrongfully termi*516nated Perini. The original proceeding in the Chancery Division was related to that issue. At that time, the Chancery judge found that that issue was arbitrable under the contract and specifically ordered the arbitrators to address it. The clause that the arbitrators were required to interpret states:
If after substantial completion of the work final completion thereof is materially delayed, the owner shall, upon certification by the [architect and without termination [of] the contract, make payment of the balance due for that portion of the work fully completed and accepted.
Perini contends that an arbitration award must be set aside if the arbitrators fail to address one of the issues presented to them, citing Richards v. Drinker, 6 N.J.L. 307 (Sup.Ct.1796). The question in that case was whether the issue of the costs of a previous arbitration proceeding had been submitted to a successive arbitration panel, and, if so, whether it had to decide the issue. The court stated:
That the award must be according to the submission, and must comprehend all matters therein contained, is a rule laid down as law, by all the authoritative writers upon the subject. * * * [The reason for the rule] is [to fulfill] * * * [t]he object of the parties in making a submission, [that object] is to have a final settlement of every matter comprehended within its terms, and this purpose is defeated when the arbitrators exclude from their consideration and decision any portion of the questions between the parties. [Id. at 319.]
Accord Hazen v. Addis, 14 N.J.L. 333, 336-37 (Sup.Ct.1834).
Perini argues that the arbitrators failed to address the issue of termination either expressly or impliedly. The Chancery Division found that it was implicit in the award; the Appellate Division did not specifically address the issue.
There is authority to suggest that arbitrators do not have to set forth their reasoning expressly on each and every issue submitted.
[T]here need not be an express finding on each particular point, if all are included either expressly or by necessary implication, for the duty of arbitrators is ordinarily satisfied if they find generally in such a way as substantially to cover all questions embraced in the submission which have been presented to them and not withdrawn by the parties. [5 Am.Jur.2d, Arbitration and Award § 136 (1962) (footnote omitted).]
Accord Horne v. Building Comm’n, 222 Miss. 520, 76 So.2d 356 (1954).
*517Here the arbitrators awarded lost profit damages to Sands. The arbitrators could not have found that Perini had satisfactorily performed the contract. A finding that Sands had wrongfully discharged Perini would have contradicted the award. The arbitrators impliedly determined that Sands had properly discharged Perini.
IV
As were the courts below, we are troubled by the magnitude of this award. One theory of arbitration, particularly in the construction industry, is that a sophisticated corps of arbitrators can cut through the clutter and reach a just result. Parties who genuinely seek arbitration want a “ ‘final disposition, in a speedy, inexpensive, expeditious and perhaps less formal manner, of the controversial differences between [them].’ ” Barcon Assocs., supra, 86 N.J. at 187, 430 A.2d 214 (quoting Eastern Eng’g, supra, 11 N.J.Misc. at 510-11, 167 A. 522). They do not simply want three judges. They want three arbitrators with all that that connotes. For those who want a many-tiered review process, it is necessary to preserve those common-law rights. Perini’s bitter persistence in challenging this award bespeaks something less than confidence in the arbitral process.
Projects of this magnitude are better left to the agreement reached by the parties in their contract. The theory of lost profits here was most unusual. Sands used its 1985 profits (when it bucked an otherwise declining trend in the industry in Atlantic City) to show what it would have earned over the same period in 1984 but for the delay caused by Perini. Our dissenting members, like the dissenting arbitrator below, are not persuaded. The issue, however, is not whether we are persuaded but whether the arbitrators could have been so persuaded without transgressing any of the statutory restraints on *518arbitral powers. N.J.S.A. 2A:24-8. We find no statutory basis to vacate the award.
The judgment of the Appellate Division is affirmed.
Although New Jersey has not adopted the Uniform Arbitration Act, see Uniform Arbitration Act, Table of Jurisdictions, 7 U.L.A. (1956) (UAA), the provisions pertinent here for setting aside an award under our law are similar to those under the UAA. Thus, we look to the decisions of several UAA jurisdictions, as well as jurisdictions that have not adopted the UAA, in reaching our decision.
Sands agrees that the award for that period was approximately $4,000,000. That estimate is based on the testimony of Sands’s expert. The amount cannot be determined with specificity because the arbitrators failed to delineate how much of the total award covered profits lost during that period.
Sands argues that Perini’s actual fee was $771,000 because it was to receive 4% of the contract price if the price exceeded $20,000,000. However, in its Appellate Division brief Sands states that Perini’s fee for services was $600,000.
Perini’s situation is somewhat different from those found in the cases that address disproportionate damages. In most cases, the fee received is the same as the contract price. Here, Perini's construction-management fee was $600,-000 and the contract price was $24,000,000.
The court noted that the damage award was based on the pleadings and that the actual damages might be much lower.
In support of that argument Perini relies on the analysis of § 351(3) found in M.N. Kniffin, A Newly Identified Contract Unconscionability: Unconscionability of Remedy, 63 Notre Dame L.Rev. 247, 247 (1988), wherein the author cites Seaman, supra, 166 N.J.Super. 467, 400 A.2d 90, as one of the cases in which a court had attempted to prevent excessive damages under an unconr scionability-of-remedy theory.