Christian S. Gherardi v. Citigroup Global Markets, Inc.
975 F.3d 1232
| 11th Cir. | 2020Background
- Christian Gherardi, a long‑time, high‑earning Citi broker, was disciplined in 2015 and fired shortly after threatening to arbitrate a grievance.
- At termination, three documents governed: the Dual Employment Agreement (stating at‑will employment), the Citi Employee Handbook, and an Employment Arbitration Policy appended to the Handbook.
- The Arbitration Policy mandated arbitration of “all employment‑related disputes” before FINRA, declared retaliation for filing claims prohibited, but also stated it did not waive Citi’s at‑will rights or create remedies not available under law.
- An arbitration panel awarded Gherardi nearly $4 million, including about $3.45 million for wrongful termination.
- The district court vacated the wrongful‑termination portion under FAA § 10(a)(4); the Eleventh Circuit (majority) reversed, holding the dispute was committed to arbitrators and their contract interpretation—even if arguably wrong—cannot be vacated absent egregious overreach.
- A dissent argued the award contradicted the arbitration agreement’s clear at‑will language and factual record (timing of the firing), so vacatur was proper.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether wrongful‑termination claims were arbitrable | Arbitration Policy covers “all employment‑related disputes,” so wrongful termination is arbitrable | The at‑will clause and Policy’s Statement of Intent preserve Citi’s at‑will rights and limit remedies | Arbitrable: parties assigned employment disputes to arbitration; arbitrators had authority to decide the claim |
| Whether arbitrators exceeded their powers by awarding wrongful‑termination damages despite at‑will clause | Arbitrators could reasonably interpret the Arbitration Policy (e.g., anti‑retaliation clause) to create a remedy | Award contradicts clear, unambiguous at‑will language and thus exceeds arbitral authority | No excess: court must defer if arbitrator even arguably interpreted the contract; legal error alone is not grounds for vacatur under § 10(a)(4) |
| Whether the Anti‑Retaliation clause created an exception to at‑will status / supported the damages award | Anti‑retaliation provision prohibits firing for filing claims and could support wrongful‑termination relief | Statement of Intent disclaims creating new rights; facts suggest firing decision preceded arbitration threat | Majority: plausibly for arbitrators to interpret; Dissent: factual timing and text undermine retaliation theory |
| Standard for vacatur under FAA § 10(a)(4) | Confirm award unless arbitrator clearly exceeded contractually delegated authority | Vacatur appropriate where award contradicts express contract terms | Court: review is very narrow—vacatur only where arbitrator dispensed his own brand of justice, not for mere legal error |
Key Cases Cited
- AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011) (FAA enforces arbitration agreements and limits judicial hostility to arbitration)
- Stolt‑Nielsen S.A. v. AnimalFeeds Int’l Corp., 559 U.S. 662 (2010) (arbitrators derive authority from parties’ agreement; courts review scope narrowly)
- First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) (arbitration is a matter of contract; parties decide what to arbitrate)
- Oxford Health Plans LLC v. Sutter, 569 U.S. 564 (2013) (if a contract assigns a dispute to an arbitrator, courts must enforce that assignment)
- Henry Schein, Inc. v. Archer & White Sales, Inc., 139 S. Ct. 524 (2019) (courts cannot refuse to enforce arbitration simply because the underlying claim seems frivolous)
- Wiregrass Metal Trades Council v. Shaw Environmental & Infrastructure, Inc., 837 F.3d 1083 (11th Cir. 2016) (arbitrator exceeds authority only by modifying clear and unambiguous contract terms)
- Major League Baseball Players Ass’n v. Garvey, 532 U.S. 504 (2001) (vacatur appropriate where arbitrator dispenses his own brand of industrial justice)
- Hall St. Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576 (2008) (statutory vacatur grounds under the FAA are exclusive)
- Paladino v. Avnet Computer Techs., Inc., 134 F.3d 1054 (11th Cir. 1998) (specific arbitration provisions can limit arbitrator authority despite broad general clauses)