## Facts

- Floridians for Solar Choice, Inc. (FSC) hired PCI Consultants, Inc. (PCI) to collect the 700,000 signatures needed to place FSC’s solar-energy ballot initiative on Florida’s 2016 general-election ballot.
- The parties executed three written contracts using a per-signature payment structure at fixed rates.
- Under the contracts, PCI was responsible for expenses related to signature gathering, and the signatures remained PCI’s property until FSC paid for them in full.
- The first two contracts (as amended) were completed without dispute.
- During performance of the third contract, FSC agreed to pay higher rates for additional signatures: first for 5,000 more signatures at an increased per-signature rate, later amended to 15,000 signatures at a still higher per-signature rate plus expenses.
- FSC paid the increased rates and October expenses as invoiced.
- FSC learned PCI was also collecting signatures for a different campaign, the Medical Marijuana Initiative (MMI). FSC, PCI, and MMI discussed having FSC share some expenses with MMI, but they never reached an agreement.
- PCI later sent FSC an invoice that included November expenses and also included expenses associated with MMI.
- FSC informed PCI it could not continue funding the ballot effort and terminated the initiative.
- PCI stated it would not release signatures FSC said it had already paid for unless FSC paid the outstanding invoice balance in full.
- FSC filed an AAA arbitration claim seeking $487,588.50, the amount FSC said it had already paid for signatures PCI was withholding.
- The arbitrator found there was no agreement requiring FSC to pay MMI-related costs (or the disputed additional expenses reflected in the November invoice) and concluded PCI breached the contracts by refusing to release the paid-for signatures.
- The arbitrator awarded FSC $1,271,250 (the full contract price) plus interest and attorney’s fees; the total exceeded the amount FSC emphasized at the evidentiary hearing but was requested in post-hearing submissions.
- PCI moved in federal court to vacate the award; FSC moved to confirm it under the Federal Arbitration Act (FAA).

## Issues

1. Whether the award should be vacated under 9 U.S.C. § 10(a)(1) as “procured by corruption, fraud, or undue means” because FSC sought a larger damages amount in post-hearing submissions than it had focused on during the arbitration hearing.
2. Whether the arbitrator exceeded his powers under 9 U.S.C. § 10(a)(4) by awarding the full contract price rather than limiting damages to the smaller amount FSC initially sought.
3. Whether any other narrow basis for vacatur under FAA § 10 justified setting aside the award rather than confirming it.

## Decision

- The court denied PCI’s motion to vacate and granted FSC’s motion to confirm the arbitration award.
- The court held PCI did not show fraud or “undue means” under § 10(a)(1). A change or expansion in a party’s damages request during post-hearing briefing, without clear and convincing proof of intentional deception that prevented a fair opportunity to respond, did not warrant vacatur.
- The court held the arbitrator did not exceed his powers under § 10(a)(4). The dispute fell within the arbitration agreement, and the remedy reflected the arbitrator’s determination of breach and his measure of damages based on the contracts and the submissions before him.
- The court refused to reweigh evidence or reconsider the merits of the arbitrator’s contract and damages analysis, consistent with the limited scope of FAA review.

## Legal Principles

- A court must confirm an arbitration award under 9 U.S.C. § 9 unless a statutory ground for vacatur, modification, or correction under 9 U.S.C. §§ 10–11 is proven.
- Judicial review of arbitral awards is tightly limited; courts do not correct alleged factual or legal error when the arbitrator is acting within the scope of the parties’ submission.
- Vacatur for fraud or “undue means” under 9 U.S.C. § 10(a)(1) requires clear and convincing evidence of misconduct that was not discoverable through reasonable diligence during the arbitration and that materially affected the outcome.
- An arbitrator “exceeds [his] powers” under 9 U.S.C. § 10(a)(4) only when the award strays from the parties’ agreement or the matters submitted for decision; an award tied to the arbitrator’s reading of the contract and record is generally not subject to vacatur.
- A post-hearing request for a different damages measure, standing alone, is not fraud under FAA § 10; the moving party must show intentional misrepresentation or similar misconduct that deprived it of a fair hearing.

## Conclusion

The court confirmed the arbitration award because PCI did not meet the FAA’s demanding standards for vacatur: FSC’s post-hearing request for higher damages did not amount to fraud, and the arbitrator’s award of the full contract price and related relief remained within the authority granted by the parties’ contracts and the issues presented in arbitration.


Floridians for Solar Choice v. PCI Consultants, Inc., 314 F. Supp. 3d 1346 (2018)