## Facts

- Sarah Martin worked for NTT Data, Inc. (and related predecessor entities) for roughly 32 years and was terminated on March 9, 2017, purportedly because her executive position was being eliminated.
- Martin alleged sex-based discrimination and retaliation, asserting that NTT Data maintained a workplace culture favoring men and that, after her termination, her responsibilities were transferred to a male executive who kept her title.
- Martin filed a charge with the EEOC (also dual-filed with the Pennsylvania Human Relations Commission) on April 7, 2017, and received a right-to-sue letter on September 29, 2017.
- Based on an arbitration agreement connected to NTT Data’s long-term incentive plan, Martin filed a JAMS demand for arbitration on December 27, 2017, asserting Title VII sex-discrimination and retaliation claims; she later amended to add claims under the Pennsylvania Human Relations Act.
- NTT Data answered and asserted a counterclaim for breach of contract, alleging Martin violated a confidentiality agreement by copying and retaining confidential or proprietary business materials and not returning them for months.
- JAMS circulated a list of potential arbitrators and the parties used the strike-and-rank process to select a single arbitrator.
- During the arbitration, the arbitrator provided disclosures about professional interests/relationships. Martin received a mailed disclosure dated November 5, 2019. Although such disclosures were expected earlier in the process (at commencement or through routine diligence), Martin did not discover the arbitrator’s disclosed interests until she received that mailing.
- After receiving the disclosures, Martin did not seek the arbitrator’s removal, did not raise the disclosure issue during closing argument, and offered no explanation for waiting.
- The arbitrator issued a final award in NTT Data’s favor on January 6, 2020.
- Martin then filed a petition in the Eastern District of Pennsylvania to vacate the award under the Federal Arbitration Act (FAA), arguing the arbitrator’s nondisclosure and interests showed bias. NTT Data cross-petitioned to confirm the award.

## Issues

1. Whether the arbitration award should be vacated under the FAA based on “evident partiality” arising from the arbitrator’s disclosures and alleged nondisclosure.
2. Whether Martin waived any challenge to the arbitrator’s impartiality by waiting to object until after receiving an adverse final award, despite learning the relevant facts before the arbitration concluded.

## Decision

- The court denied Martin’s petition to vacate the arbitration award.
- The court granted NTT Data’s cross-petition to confirm the award.
- The court held Martin’s bias challenge was waived because she waited roughly two months after receiving the disclosures—and until after losing—to raise the objection.
- The court also found Martin failed to meet the FAA’s demanding standard for vacatur based on evident partiality.

## Legal Principles

- Federal courts have very limited authority to disturb arbitration awards; under the FAA, confirmation is required unless a statutory ground for vacatur is proven.
- Under FAA § 10(a)(2), “evident partiality” requires more than speculation; the showing must support a reasonable conclusion that the arbitrator was biased.
- A party that learns (or should have learned) of potential grounds to challenge an arbitrator must raise the objection within a reasonable time; continuing with the arbitration without timely objection can constitute waiver.
- A party may not proceed through the end of arbitration after receiving disclosure information, remain silent through closing, and then seek vacatur only after an unfavorable award.

## Conclusion

The Eastern District of Pennsylvania confirmed the arbitration award because Martin, having received the arbitrator’s disclosures well before the award issued, did not object until after the arbitrator ruled against her; that delay waived the impartiality challenge, and the record did not justify vacatur under the FAA’s narrow evident-partiality standard.


Martin v. NTT Data, Inc., No. 2-CV-0686, 2020 U.S. Dist. LEXIS (2020)