Case Information
*1 ORlGINA
• t;S DC SD:\\ . DO(t;:\I E\ T EL tCTR O.\ ICA LLY FILED UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK DOC #: n~Tf F-IL_E_D_: -)~/-if-12- ~- -
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AS TRAEA NYC LLC ,
Plaintiff , 21 Civ. 10493 (LLS ) - against - OPINION & JUDGMENT RIVADA NETWORKS , INC .,
Defendant .
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Petitioner ASTRAEA NYC LLC (" Astraea " ) seeks confirmation of an Arbitration Award entered against Respondent Rivada Networks , Inc . (" Rivada " ) . Rivada does not oppose the petition . For the reasons that follow , the petition is granted .
BACKGROUND Astraea , as lender , and Rivada , as borrower , entered into two Loan Agreements on December 23 , 2016 for US$500 , 000 and on January 20 , 2017 for US$2 , 000 , 000. Section 14 of the Loan Agreements provides for " conclusive and binding " arbitration before the American Arbitration Association (" AAA " ) .
Rivada subsequently breached the Loan Agreements by failing to make the requisite repayments . As a result , on February 5 , 2021 , Astraea commenced arbitration proceedings to recover damages . An arbitration hearing was held in New York City on September 23 and 24 , 2021 .
On November 18 , 2021 , the Arbi t rator issued an Award in favor of Astraea and against Rivada in a total amount of *2 $3 , 131,816.91 , plus interest calculated at five percent (5%) per annum beginning from November 18, 2021 . To date , Rivada has not paid any portion of the Award . Nor has it made any application to modify, correct, or vacate the Award .
On December 8 , 2021 , Astraea brought this timely petition to confirm the Award under the Federal Arbitration Act , 9 U.S . C . § 9 . (Dkt . No. 1). Rivada filed no opposition to the petition or made any other appearances before this Court . Accordingly , Astraea sought a certificate of default , which the Clerk entered on January 21 , 2022 . (Dkt. 14). Astraea now moves for summary judgment in order to have the Award confirmed and reduced to judgment such that it may enforce collection against Rivada .
(Dkt . No . 15) .
STANDARD OF REVIEW Arbitration awards are not self - enforcing . Hoeft v . MVL Group , Inc. , 343 F.3d 57 , 63 (2d Cir.2003) . Accordingly , " they must be given force and effect by being converted to judicial orders by courts." D. H. Blair & Co. v. Gottdiener , 462 F . 3d 95 , 104 (2d Cir. 2006) . Under the Federal Arbitration Act , any party to an arbitration may petition the court for such an order , and the court must grant it "unless the award is -vacated , modified , or corrected[.] " 9 U. S . C . § 9; see Macquarie Holdings (U . S . A.) , Inc . v . McLaughlin , No . 17 - CV - 9023 , 2020 WL 6806706 , at *2 (S . D. N. Y. Nov . 19, 2020) .
In reviewing a petition to confirm an arbitration award , the district court affords " strong deference" to the arbitral process . Scandinavian Reinsurance Co . v. St . Paul Fire & Marine Ins. Co ., 668 F . 3d 60 , 72 (2d Cir . 2012) . Confirmation of an arbitration award is appropriate so long as the arbitrator "acted within the scope of his authority" and "the award draws its essence from the agreement." Local 1199 , Drug , Hosp. & Health Care Emps . Union , RWDSU , AFL - CIO v . Brooks Drug Co ., 956 F.2d 22 , 25 (2d Cir . 1992); see D.H . Blair & Co ., 462 F . 3d at 104 ( " The arbitrator 's rationale for an award need not be explained , and the award should be confirmed if a ground for the arbitrator ' s decision can be inferred from the facts of the case.") . Therefore, even if the court disagrees with the merits of the award, the court should enforce it " if there is a barely colorable justification for the outcome reached." Landy Michaels Realty Corp . v. Loe . 32B - 32J , Serv. Emps . Int ' l Union , AFL - CIO , 954 F . 2d 794, 797 (2d Cir. 1992 ) ; see , e . g ., United Paperworkers Int'l Union v . Misco, Inc. , 484 U. S. 29 , 38 (1987) ("As long as the arbitrator is even arguably construing or applying the contract and acting within the scope of his authority , that a court is convinced he committed a serious error does not suffice to overturn his decision ." ) .
The party moving to vacate an arbitral award maintains the heavy burden of proof . Wallace v. Buttar , 378 F.3d 182 , 189 (2d *4 Cir . 2004) . When , as here , no party contests the confirmation of the arbitration award , the unopposed motion should be " treated as akin to a motion for summary judgment based on the movant ' s submissions ." D. H. Blair & Co ., 462 F.3d at 109 . " Even when a motion for summary judgment is unopposed , the district court is not relieved of its duty to decide whether the movant is entitled to judgment as a matter of law ." Vt . Teddy Bear Co . v . 1 - 800 Beargram Co ., 373 F . 3d 241 , 242 (2d Cir . 2004).
DISCUSSION Upon review of the petition , the memorandum of law , and the accompanying documents , the Arbitration Award is confirmed .
Ba s ed on the language of the Loan Agreements and supported as well by extrinsic evidence , the arbitrator found a breach of contract by Respondent . She rejected arguments that the debt had been converted (by agreement or constructively) to a purchase of equity based on the Loan Agreements ' terms and the parties ' conduct , found the application of factors occasionally applied in bankruptcy court to be inapplicable and in this case to favor that the investment was debt rather than equity , and declined to find a modification of the Loan Agreements from the subsequent conduct of the parties . These conclusions were , beyond argument , correct .
She found Respondent " fall s woefully short in establishing any of the required elements " of estoppel as an equitable *5 defense (Dkt. No. 1 Ex . A at 13), and the assertion of the defense of unclean hands to be outside her authority under the arbitration agreement .
Her determinations were carefully made and are confirmed by this Court.
Her award is confirmed , and it is ADJUDGED that Petitioner Astraea NYC LLC recover from Respondent Rivada Networks , Inc .
the amount of $3 , 123 , 729 . 41 , plus $8 , 087 . 50 for Respondent ' s share of the administrative fees and expenses of the American Arbitration Association for a total amount of $3 , 131 , 816 . 91 , plus interest calculated at five percent (5 %) per annum beginning from November 18 , 2021.
So ordered .
Dated: February 15 , 2022
New York , New York
LOUIS L . STANTON U. S.D.J.