FleetBoston Financial Corp. v. Alt
638 F.3d 70
| 1st Cir. | 2011Background
- ALT is a 42-employee former RSI workforce alleging wage, severance, and related compensation claims against RSI, RSGI, Fleet, and FSI arising from 2001–2002 bonuses and deferred compensation plans.
- RSI was a subsidiary of RSGI, which was a subsidiary of Fleet; Fleet later acquired Bank of America, and Fleet’s claims were not pursued on appeal.
- ALT pursued NYSE arbitration against Fleet, RSI, RSGI, and FSI; RSGI informed ALT that CEP and RSU plans could be forfeited, prompting amended claims.
- The arbitration panel issued a September 12, 2007 award granting $14.69 million to 27 claimants, listing Fleet, RSI, and FSI as respondents but not naming RSGI.
- ALT sought clarification and remand to the panel after the award; the panel declined to modify, and the district court later confirmed the award and entered judgment against ALT on CEP/RSU claims against RSGI.
- ALT appealed the district court’s entry of summary judgment, challenging whether the arbitral award barred its CEP/RSU claims in federal court.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the arbitral award resolved ALT’s CEP and RSU claims. | ALT contends the award did not decide CEP/RSU against RSGI. | RSGI/Fleet argue the award resolved those claims. | Yes; award resolved CEP/RSU claims. |
| Whether res judicata/claim preclusion bars ALT’s CEP/RSU claims in federal court. | ALT argues lack of finality/party status prevented preclusion. | District court and appellees assert finality and privity/relatedness sufficient for preclusion. | Yes; res judicata bars the claims. |
| Whether ALT was entitled to remand to the arbitration panel for clarification before or after confirmation. | ALT sought remand to clarify the award. | No remand due to failure to pursue pre-confirmation remedies. | Not entitled to remand; rejected post-confirmation remand. |
| Whether RSGI’s and Fleet’s status as non-parties affected arbitral authority and the application of res judicata. | ALT argued alter-ego/agency theories extended arbitration control to RSGI. | Arbitrators could decide claims via RSI as proxy; RSGI/Fleet bound by award. | Arbitrators resolved the claims; preclusion applies. |
Key Cases Cited
- Pujol v. Shearson/Am. Express, Inc., 829 F.2d 1201 (1st Cir. 1987) (use of award as final settlement to determine res judicata scope)
- Apparel Art Int'l, Inc. v. Amertex Enters. Ltd., 48 F.3d 576 (1st Cir. 1995) (arbitration awards have preclusive effect as to matters actually adjudicated)
- Bernhardt v. Polygraphic Co. of Am., 350 U.S. 198 (1956) (arbitrator not required to provide detailed findings)
- Witkowski v. Welch, 173 F.3d 192 (3d Cir. 1999) (guidance on interpreting arbitral award scope)
- Hall Street Assocs. L.L.C. v. Mattel, Inc., 552 U.S. 576 (2008) (FAA limited review governs post-arbitration challenges)
- Int'l Chem. Workers Union, Local No. 566 v. Mobay Chem. Corp., 755 F.2d 1107 (4th Cir. 1985) (principles on party status and arbitration)