## Facts

- A health-care labor union hired Murray Nomberg as a business agent to negotiate collective bargaining agreements, process grievances, and organize employees.
- At hiring, Nomberg signed an employment agreement containing (1) a perpetual confidentiality obligation, (2) a restrictive covenant barring him for five years from organizing workers in New York, Pennsylvania, New Jersey, and Connecticut, and (3) a broad clause requiring arbitration of all disputes relating to the contract.
- Nomberg’s union work was primarily in New Jersey, with some work in Connecticut and Pennsylvania.
- Nomberg left the union and took a position with a different health-care union, working in Manhattan and Staten Island.
- The former employer demanded arbitration seeking enforcement of the restrictive covenant and an order preventing Nomberg from working for the new union during the five-year term.
- Nomberg objected to the designated arbitrator as biased and did not participate in the hearing; the arbitrator proceeded, heard the employer’s proof, and issued an award enforcing the covenant and barring Nomberg from the new employment until expiration of the restriction.
- Trial court confirmed the award; an intermediate appellate court (over dissent) vacated it as contrary to public policy; the Court of Appeals granted review.

## Issues

1. Whether an arbitration award enforcing an employment restrictive covenant must be vacated as contrary to public policy when it bars a former union business agent from similar work for a defined time and area.
2. Whether courts may overturn an arbitrator’s enforcement of a restrictive covenant as unreasonable or unfair absent a clear violation of public policy or other narrow statutory ground.
3. Whether the award should be vacated for “evident partiality” based on alleged arbitrator bias.

## Decision

- The Court of Appeals reversed the intermediate appellate court and reinstated confirmation of the arbitration award.
- The court held that restrictive-covenant disputes may be submitted to arbitration by agreement and are subject to the usual limited judicial review of arbitral awards.
- The court concluded the award did not clearly violate an explicit, well-defined public policy and therefore could not be vacated on public-policy grounds.
- The court rejected the bias challenge because the record did not establish the level of “evident partiality” required to set aside an award.

## Legal Principles

- Judicial review of arbitration awards is extremely limited; a court may not vacate an award because it disagrees with the result, believes the contract was misconstrued, or views the outcome as inequitable.
- An award may be set aside only if it violates strong and explicit public policy, is totally irrational, or exceeds an expressly imposed limitation on arbitral authority (or other statutorily specified ground such as evident partiality).
- Employment restrictive covenants are not categorically void; enforceability turns on reasonableness in time and geography, the employer’s legitimate interests, the burden on the employee, and harm to the public.
- When parties submit a restrictive-covenant dispute to arbitration, the arbitrator’s application of those reasonableness considerations is generally final unless enforcement would require conduct plainly barred by law or policy.

## Conclusion

The Court of Appeals confirmed an arbitrator’s enforcement of a five-year, multi-state noncompete against a former union business agent, holding that courts may vacate an arbitration award on public-policy grounds only when enforcement would directly conflict with a strong, explicit policy; disagreements about fairness or reasonableness do not justify judicial intervention absent a narrow statutory basis such as proven evident partiality.


Sprinzen v. Nomberg, 46 N.Y.2d 623, 389 N.E.2d 456 (N.Y. 1979)