## Facts

- Revere Copper and Brass Incorporated, a U.S. corporation, invested in a wholly owned Jamaican subsidiary to build and operate a bauxite mine and alumina refinery.
- Revere obtained political risk insurance from a U.S. government insurer later succeeded by the Overseas Private Investment Corporation (OPIC), covering losses from expropriation of Revere’s investment in Jamaica.
- The insurance contract required that disputes “shall be settled by arbitration” and provided that the arbitrator’s award would be “final and binding.”
- After a change in Jamaica’s government, Jamaica adopted measures Revere claimed were expropriatory under the policy.
- Revere filed a claim for $64,131,000; OPIC denied the claim, and Revere demanded arbitration.
- An arbitral tribunal, applying American Arbitration Association Commercial Arbitration Rules, found expropriatory action but awarded Revere $1,131,144.
- Revere moved in federal district court to correct or vacate the portion of the award setting the amount, arguing the arbitrators misconstrued the contract and violated public policy by not applying contra proferentem.
- The district court denied relief, treating the challenge as an unreviewable disagreement with the arbitrators’ contract interpretation.
- Revere appealed to the D.C. Circuit.

## Issues

1. Whether a court may vacate or correct a final and binding arbitral award based on alleged misinterpretation of an insurance contract, including failure to apply contra proferentem.
2. Whether asserted public-policy concerns—reliance on contra proferentem and an alleged lack of meaningful choice in accepting arbitration—permit judicial interference with the award absent a recognized statutory ground for vacatur.

## Decision

- The D.C. Circuit affirmed the district court’s denial of Revere’s motion to correct or vacate the award.
- The court treated Revere’s arguments as an attempt to relitigate contract interpretation entrusted to the arbitrators under a final-and-binding arbitration clause.
- The court rejected the claim that contra proferentem supplied a public-policy basis to overturn the award.
- The court also rejected the contention that alleged practical compulsion to accept arbitration undermined enforcement of the arbitration agreement or the award’s finality.

## Legal Principles

- When parties agree to final and binding arbitration, judicial review of the merits of the arbitrators’ contract interpretation is highly limited.
- Alleged errors of contract construction, without more, are not grounds to vacate or modify an arbitral award.
- A public-policy challenge to an arbitral award requires a clear and dominant policy grounded in controlling law; ordinary interpretive canons (including contra proferentem) generally do not satisfy that standard.
- General assertions that a party felt pressured to accept arbitration do not defeat an arbitration clause or justify vacatur absent a recognized defect in contract formation or other statutory vacatur ground.

## Conclusion

The D.C. Circuit enforced the parties’ agreement to final and binding arbitration, holding that dissatisfaction with the arbitrators’ contract interpretation and reliance on contra proferentem did not permit judicial reexamination of the award or reduction of arbitral finality.


Revere Copper & Brass, Inc. v. Overseas Priv. Inv. Corp., 628 F.2d 81 (D.C. Cir. 1980)