James GILLER, Petitioner-Appellant, v. ORACLE USA, INC., Respondent-Appellee.
No. 12-895.
United States Court of Appeals, Second Circuit.
Feb. 22, 2013.
515 Fed. Appx. 71
Christopher John Collins, Kelley Drye & Warren, LLP, New York, NY, for Defendant-Appellee.
Present: ROBERT A. KATZMANN, GERARD E. LYNCH, Circuit Judges, KATHERINE B. FORREST, District Judge.*
SUMMARY ORDER
In this case involving the arbitration of an employment dispute, Plaintiff-Appellant James Giller appeals from a February 13, 2012 ruling issued by the United States District Court for the Southern District of New York (Koeltl, J.), granting Defendant-Appellee Oracle‘s motion to dismiss Giller‘s petition to vacate the arbitration award. Giller argues that the arbitrator manifestly disregarded the law in rejecting most of his breach of contract and discrimination claims against Oracle, his former employer. We presume the parties’ familiarity with the facts and procedural history of this case.
When reviewing the district court‘s denial of a petition to vacate an arbitration award, we review questions of law de novo and findings of fact for clear error. Scandinavian Reins. Co. v. St. Paul Fire & Marine Ins. Co., 668 F.3d 60, 71 (2d Cir. 2012). However, “arbitration awards are subject to very limited review,” Willemijn Houdstermaatschappij, BV v. Standard Microsystems Corp., 103 F.3d 9, 12 (2d Cir.1997) (internal brackets omitted), and “[a] party petitioning a federal court to vacate an arbitral award bears the heavy burden of showing that the award falls within a very narrow set of circumstances” delineated by the Federal Arbitration Act (“FAA“) and case law, Duferco Int‘l Steel Trading v. T. Klaveness Shipping A/S, 333 F.3d 383, 388 (2d Cir.2003). Courts may vacate an arbitration award under the FAA where, inter alia, “the arbitrator[] exceeded [her] powers” as delineated by the parties’ agreement to arbitrate.
“Our review under the doctrine of manifest disregard is severely limited,” Duferco, 333 F.3d at 389 (internal quotation marks omitted), and we will vacate an award on this ground “only in those exceedingly rare instances where some egre
First, Giller argues that when the arbitrator denied his claim for breach of contract arising out of Oracle‘s change to his Sales Target and commission rates for future fiscal years, the arbitrator failed to address his separate claim of breach of the covenant of good faith and fair dealing pursuant to Wakefield v. Northern Telecom, Inc., 769 F.2d 109 (2d Cir.1985). We disagree. New York law does not treat a breach of the covenant of good faith and fair dealing claim as one that is separate from a breach of contract claim where the claims are based on the same facts. See Harris v. Provident Life & Acc. Ins. Co., 310 F.3d 73, 80-81 (2d Cir.2002) (“Under New York law, parties to an express contract are bound by an implied duty of good faith, but breach of that duty is merely a breach of the underlying contract.” (quoting Fasolino Foods Co. v. Banca Nazionale del Lavoro, 961 F.2d 1052, 1056 (2d Cir.1992))). Rather, our decision in Wakefield recognizes two paths to establish a breach of contract claim: breach of the express terms or breach of “[i]mplied contractual obligations.” Wakefield, 769 F.2d at 112.
Here, the arbitrator concluded that Giller‘s employment contract gave Oracle express authority to change his Sales Target from year to year, even if that change reduced the compensation that Giller was otherwise expecting to receive as CUNY issued yearly purchase orders for Oracle‘s services. We find no error, let alone “egregious impropriety,” in the arbitrator‘s decision to deny Giller‘s breach of contract claim based on the contractual terms instead of relying on the implied covenant of good faith and fair dealing. The contractual grounds on which the arbitrator relied on are more than sufficient for us to find a “barely colorable” justification for the decision reached. See T.Co. Metals, 592 F.3d at 339 (“Even where explanation for an award is deficient or non-existent, we will confirm it if a justifiable ground for the decision can be inferred from the facts of the case.” (quoting Stolt-Nielsen SA v. AnimalFeeds Int‘l Corp., 548 F.3d 85, 93 (2d Cir.2008), rev‘d on other grounds, 559 U.S. 662, 130 S.Ct. 1758, 176 L.Ed.2d 605 (2010))).
Giller additionally argues that the arbitrator manifestly disregarded the law in interpreting the term “Sales Target” in his contract to include the likely forthcoming CUNY purchase orders. It is well-settled that the manifest disregard of law “standard essentially bars review of
Giller primarily relies upon our opinion in In re Marine Pollution Serv., Inc., 857 F.2d 91, 94 (2d Cir.1988), where we held that we would not uphold an arbitration decision if the arbitrator has not actually interpreted the contract at issue and has instead merely made “noises” of contract interpretation. This case is far from mere “noises” of contract interpretation, and nothing in the award suggests that the arbitrator here “based [her] award on some body of thought, or feeling, or policy, or law that is outside the contract.” Id. (internal quotation marks omitted). The arbitrator found that the term “Sales Target,” which was also defined in the contract as a “sales goal,” could reasonably include these future purchase orders CUNY, which, even if “virtually assured” to issue, had not yet been booked and were not guaranteed. Giller points to no legal authority contrary to this interpretation, nor anything suggesting that arbitrator changed the contract and failed to hold the parties to their bargain rather than simply interpret the provision before her. See Stolt-Nielsen, 130 S.Ct. at 1775-76.
Giller‘s other arguments likewise fail. With respect to his claim for age discrimination, he contends that the arbitrator manifestly disregarded the law when she concluded that Oracle did not constructively discharge him. Again, we disagree. An employee is constructively discharged where his working conditions are “so difficult or unpleasant that a reasonable person in the employee‘s shoes would have felt compelled to resign.” Terry v. Ashcroft, 336 F.3d 128, 152 (2d Cir. 2003) (quoting Chertkova v. Conn. Gen. Life Ins. Co., 92 F.3d 81, 89 (2d Cir.1996)). The arbitrator plainly applied the relevant standard and concluded that the evidence did not meet it. Giller‘s argument therefore amounts to a claim that the arbitrator evaluated the evidence incorrectly. “[T]he Second Circuit does not recognize manifest disregard of the evidence as [a] proper ground for vacating an arbitrator‘s award.” Wallace v. Buttar, 378 F.3d 182, 193 (2d Cir.2004) (quoting Success Sys., Inc. v. Maddy Petroleum Equip., Inc., 316 F.Supp.2d 93, 94 (D.Conn.2004)).
Similarly, with respect to his claim for discrimination aside from constructive discharge, Giller argues that the arbitrator erred in concluding that Oracle had not discriminated against him on the basis of age. He contests the arbitrator‘s finding that he had “exhausted his usefulness” to Oracle, particularly in light of the fact that the arbitrator also found that he was “the highest producer in his Unit.” Again, this is a challenge to the arbitrator‘s evaluation of the evidence. It is not a proper ground for vacatur.
We have considered all of the petitioner‘s remaining arguments and find them to be without merit. Accordingly, for the foregoing reasons, the judgment of the district court is AFFIRMED.
* The Honorable Katherine B. Forrest, of the United States District Court for the Southern District of New York, sitting by designation.