## Facts

- Barclays Capital Inc. and Platt were parties to a dispute involving promissory notes that Barclays claimed Platt still owed.
- The dispute was submitted to arbitration under FINRA procedures pursuant to the parties’ arbitration arrangements.
- In the arbitration, Barclays sought to recover amounts allegedly due on the promissory notes.
- The arbitrator issued an award that rejected Barclays’ claim and, in substance, forgave or eliminated Platt’s remaining indebtedness on the promissory notes.
- The award also granted Platt attorneys’ fees.
- Barclays, as the losing party, filed a federal action in the Southern District of Florida seeking to vacate the award under the Federal Arbitration Act (FAA).
- Barclays argued vacatur was warranted because the arbitrator exceeded his authority by (1) forgiving debt that Barclays contended was owed under the notes and (2) awarding attorneys’ fees without a valid contractual or legal basis, including under Florida law.

## Issues

1. Did the arbitrator exceed his powers under FAA § 10(a)(4) by forgiving Platt’s alleged indebtedness on promissory notes?
2. Did the arbitrator exceed his powers under FAA § 10(a)(4) by awarding Platt attorneys’ fees where Barclays contended the promissory notes and Florida law did not authorize such fees?

## Decision

- The court denied Barclays’ motion to vacate.
- The court confirmed the arbitration award, including both the relief concerning the promissory-note debt and the attorneys’ fee award.
- Applying the FAA’s highly deferential standard of review, the court concluded Barclays had not shown that the arbitrator acted outside the scope of the parties’ submission or abandoned interpretation and application of the parties’ agreements.

## Legal Principles

- Under the FAA, judicial review of arbitration awards is exceptionally limited; courts do not reconsider the merits, reweigh evidence, or correct alleged legal or factual errors.
- FAA § 10(a)(4) permits vacatur only when the arbitrator exceeds the authority given by the arbitration agreement or decides matters not submitted for arbitration.
- An award will be sustained where the arbitrator was at least arguably construing or applying the parties’ contract(s) and resolving the issues submitted, even if a court might disagree with the arbitrator’s reasoning.
- Disagreement about whether a promissory note is enforceable, or whether amounts are due, is generally a merits dispute for the arbitrator when that question is placed before the panel in arbitration.
- Challenges to an arbitrator’s attorneys’ fee award based on asserted lack of contractual or state-law authority ordinarily do not justify vacatur when the fee request is part of the dispute presented for arbitral resolution and the arbitrator’s decision rests on an arguable reading of the parties’ agreements and applicable law.

## Conclusion

Barclays Capital Inc. v. Platt held that Barclays was not entitled to vacatur under FAA § 10(a)(4) after a FINRA arbitrator entered an award that relieved Platt of alleged promissory-note indebtedness and granted Platt attorneys’ fees; because the disputed debt and fee entitlement were within the matters submitted to arbitration and the arbitrator’s rulings were at least arguably based on contract and law, the district court applied the FAA’s narrow review and confirmed the award.


Barclays Capital Inc. v. Platt, No. 15-21850-CIV-MARTINEZ-GOODMAN, 2018 U.S. Dist. LEXIS 216879 (2018)