Gellman v. Hunsinger

• Court: District Court, S.D. California
• Decided: September 20, 2021
• Docket: 3:18-cv-02641
• Status: Unknown

Opinion

1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 SOUTHERN DISTRICT OF CALIFORNIA 10 11 PETER GELLMAN, et al., Case No. 18-cv-2641-BAS-AGS

12 Petitioners, ORDER: 13 v. (1) GRANTING PETITIONERS’ 14 ANDREA HUNSINGER, et al., MOTION TO CONFIRM 15 Respondents. ARBITRATION AWARD (ECF No. 22); AND 16

17 (2) DENYING RESPONDENTS’ MOTION TO VACATE 18 ARBITRATION AWARD 19 (ECF No. 23).

21 22 23 Peter Gellman and Palmerston LLC (together, Petitioners) and Andrea Hunsinger 24 and Advanced Wealth Plan (together, Respondents) are financial advisors in the business 25 of selling life insurance policies. The parties entered an arbitration following a dispute on 26 dividing the commissions from the sales of certain life insurance policies. The Arbitrator 27 entered an award in favor of Petitioners on all claims, finding that Respondents owe 28 1 Petitioners compensatory damages, emotional distress damages, and punitive damages, in 2 addition to legal fees incurred by Petitioners to compel arbitration. 3 Respondents ask the Court to vacate the arbitration award, arguing that the award 4 exceeds the arbitrator’s powers pursuant to Section 10(a)(4) of the Federal Arbitration Act 5 (“FAA”) for two reasons: (1) the Arbitrator expressed a manifest disregard of California 6 law that prohibits solicitation of life insurance without a license; and (2) the Arbitrator’s 7 award of attorney’s fees, emotional distress damages, and punitive damages is not allowed 8 under the terms of the contract or is in manifest disregard of the law. Because none of the 9 arguments raised by Respondents fall within the narrow ground on which the Court may 10 vacate an arbitration award under the FAA, the Court DENIES Respondent’s motion to 11 vacate the award. (ECF No. 23.) The Court finds the requirements for confirming the 12 arbitration award are met and GRANTS Petitioners’ motion to confirm the award. (ECF 13 No. 22.) 14 15 I. BACKGROUND 16 Peter Gellman and Andrea Hunsinger are both in the business of providing financial 17 planning services, including selling life insurance policies to individual clients. Gellman 18 is the Managing Member of Palmerston LLC, which is based in New Jersey. Hunsinger is 19 the president and sole shareholder of a California corporation registered as Andrea 20 Hunsinger Jolly An Insurance Services Corporation, under the fictitious business name, 21 Advanced Wealth Plan. 22 23 A. The Commission Sharing Agreement 24 Hunsinger met Gellman in 2016, at a symposium. (Gellman Dep. 14:22–24, 18:7– 25 9, ECF No. 23-4 at 187, 191.) On or about January 26, 2017, Hunsinger entered into a 26 Commission Sharing Agreement with Gellman “and/or” Palmerston LLC. (“Agreement,” 27 ECF No. 1-2, at 26.) The Agreement provides, in pertinent part, that the parties be “jointly 28 listed as agent or broker” on insurance contracts placed by Gellman/Palmerston LLC, and 1 that the parties share commissions equally. (Id. ¶¶ 2, 4.) The Agreement defines the 2 parties’ relationship as that of independent contractors and negates the creation “of a 3 relationship of employee and employer, principal and agent, co-venturer or partner between 4 the [p]arties.” (Id. ¶ 9.) 5 The Agreement includes an arbitration provision, which states: 6 “[A]ll disputes between the Parties and any claims which may be brought against either Party shall be settled by arbitration administered by the 7 American Arbitration Association. . . . Each party shall bear its own fees, 8 costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration.” 9

10 (Id. ¶ 17.) The Agreement also provides the following: 11 “Each Party warrants and represents to the other that the Party . . . is properly licensed and/or certified to solicit and/or transact insurance business pursuant 12 to applicable federal, state, local laws and regulations, and shall maintain in 13 good standing all licenses and permits as may be required under the applicable laws . . . .” 14

15 (Id. ¶ 11.) At the time the parties executed the Agreement, Gellman was licensed to sell 16 insurance in New Jersey. (ECF No. 23-4, Ex. F at 507.) Gellman obtained a license to sell 17 life insurance in California on October 31, 2017. (ECF No. 23-4, Ex. G at 509.) 18 Palmerston LLC obtained a license to sell insurance in Nevada on November 1, 2017. (Id., 19 Ex. H at 511.) 20 21 B. The Dispute 22 In October 2017, a dispute arose between Gellman and Hunsinger about sharing the 23 commissions generated from selling life insurance policies to Robert Morris, Rick 24 Glassman, and Glassman’s wife. On October 19, 2017, Gellman asked Hunsinger if she 25 wanted to participate in a telephone call with Morris, who was then a prospective client. 26 (Gellman Decl. ¶ 11, ECF No. 1-2.) Hunsinger informed Gellman that Morris was her 27 client and that she would take the call alone. (Id.) After continuing disagreements as to 28 whether Gellman was entitled to the commissions relating to Morris’s life insurance policy, 1 Hunsinger notified Gellman they could no longer work together. (Id. ¶ 12.) Hunsinger 2 considered this notification to be a valid termination of the Agreement (Hunsinger Decl., 3 ECF No. 3-3, ¶ 10(e)), but Gellman understood it to be a breach of the Agreement, (Pet. 4 Compel Arb. at 1, ECF No. 1.). Subsequently, Hunsinger found out that Gellman and 5 Palmerston LLC were not licensed to sell insurance in California. (Hunsinger Decl. ¶ 11.) 6 7 C. The Arbitration 8 On August 21, 2018, Petitioners filed a Demand for Arbitration with the American 9 Arbitration Association (AAA) against Respondents. (ECF No. 23-4 at 6.) Petitioners 10 argued they were entitled to 50% of the commissions earned by Respondents. (Id. at 15.) 11 Petitioners raised eight causes of action: (1) breach of contract, (2) intentional interference 12 with prospective economic relations, (3) negligent interference with prospective economic 13 relations, (4) breach of fiduciary duty, (4) intentional misrepresentation, (5) negligent 14 misrepresentation, (5) conversion, and (6) accounting. (Id. at 6–15.) Respondents initially 15 declined to participate in the arbitration and refused to pay their share of the arbitration 16 fees. (Peretz Decl., ECF No. 1-3, ¶¶ 3, 5.) Gellman petitioned to compel arbitration in 17 federal court. (Pet. Compel Arb., ECF No. 1.) Shortly after, Hunsinger agreed to 18 participate in the arbitration and pay her share of arbitration fees but refused to subject her 19 corporation, Advanced Wealth Plan, to the arbitration. (Freni Decl., ECF No. 3-2, ¶¶ 8– 20 9.) The Court granted the petition to compel as to Advanced Wealth Plan. (Order, ECF 21 No. 10.) 22 The parties proceeded to arbitration before Judge Victor E. Bianchini, whom the 23 AAA appointed as Arbitrator for the matter on February 1, 2019. (Peretz Decl., ECF No. 24 22-2 at ¶ 4.) During discovery, the Arbitrator excluded the testimony of Glassman and 25 Morris. (ECF No. 23-4 at 124 ¶ 4 (excluding Glassman), 126 ¶ 3 (excluding Morris)). 26 Respondents Hunsinger and Advanced Wealth Plan moved for summary judgment on two 27 issues: (1) whether the Agreement was a valid contract; and (2) whether material issue of 28 fact warranted arbitration on Petitioners’ involvement in the sale of the insurance policy to 1 Morris. (Id. at 129.) The Arbitrator denied Respondents’ motion for summary judgment. 2 (Id. at 1970–96.) 3 The Arbitrator entered an interim award in favor of Petitioners on December 17, 4 2020, and a final award on February 8, 2021. (ECF No. 23-4 at 2159–94 (interim award), 5 2212–54 (final award).) The Arbitrator found that the Agreement was a valid contract, 6 under which Respondents owed an obligation to share the commissions from sales of life 7 insurance policies to the Glassmans and Morris with Petitioners and found for Petitioners 8 on all counts. (Final Award at 2220, 2234–43.) As damages, the Arbitrator awarded 9 Petitioners compensatory damages, statutory interest, legal fees incurred to compel 10 arbitration, emotional distress and general damages, and punitive damages. (Id. at 2243– 11 47.) The Arbitrator also granted Petitioners declaratory relief “for 50% of commissions 12 and overrides earned for the eventual placement of insurance for any of the Glassmans, 13 either individually or collectively, by Respondents or their assigns” and “for any insurance 14 policy sold by respondents to Morris in the future, in the event that Morris cancels his 15 current policy and a clawback were to occur.” (Id. at 2253–54.) 16 On May 7, 2021, Petitioners moved to confirm the arbitration award. (ECF No. 22.) 17 In turn, Respondents moved to vacate the arbitration award. (ECF No. 23.) The Court 18 finds the motions suitable for determination on the papers submitted and without oral 19 argument. See Fed. R. Civ. P. 78(b); Civ. L.R. 7.1(d)(1). 20 21 II. HUNSINGER’S MOTION TO VACATE ARBITRATION AWARD 22 A. Requirements for Vacating the Award 23 “Under the FAA, courts may vacate an arbitrator’s decision ‘only in very unusual 24 circumstances.’” Oxford Health Plans LLC v. Sutter, 569 U.S. 564, 568 (2013) (citing 25 First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 942 (1995)). Limiting judicial 26 review is necessary to avoid rendering arbitration “merely a prelude to a more cumbersome 27 and time-consuming judicial review process.” Id. (citing Hall Street Associates, L.L.C. v. 28 Mattel, Inc., 552 U.S. 576, 588 (2008)). 1 Section 10(a)(4) of the FAA “authorizes a federal court to set aside an arbitral award 2 ‘where the arbitrator[ ] exceeded [his] powers.’” Oxford Health Plans, 569 U.S. at 569 3 (citing 9 U.S.C. § 10(a)(4)). “A party seeking relief under that provision bears a heavy 4 burden.” Id. “Because the parties ‘bargained for the arbitrator’s construction of their 5 agreement,’ an arbitral decision ‘even arguably construing or applying the contract’ must 6 stand, regardless of a court’s view of its (de)merits.” Oxford Health Plans, 569 U.S. at 7 569; see McKesson Corp. v. Loc. 150 IBT, 969 F.2d 831, 833 (9th Cir. 1992) (“[I]f, on its 8 face, the award represents a plausible interpretation of the contract, judicial inquiry ceases 9 and the award must be enforced.”). “It is not enough for petitioners to show that the panel 10 committed an error—or even a serious error.” Stolt-Nielsen S.A. v. AnimalFeeds Int’l 11 Corp., 559 U.S. 662, 671 (2010); see Aspic Eng’g & Constr. Co. v. ECC Centcom 12 Constructors LLC, 913 F.3d 1162, 1166 (9th Cir. 2019) (“‘Neither erroneous legal 13 conclusions nor unsubstantiated factual findings justify federal court review’ of an arbitral 14 award under the FAA.” (quoting Bosack v. Soward, 586 F.3d 1096, 1102 (9th Cir. 2009)); 15 see also First State Ins. Co. v. Nat’l Cas. Co., 781 F.3d 7, 11 (1st Cir. 2015) (“A legal error 16 (even a serious one) in contract interpretation is, in and of itself, not a sufficient reason for 17 a federal court to undo an arbitration award.”). 18 A court may vacate an award under Section 10(a)(4) only if the arbitrator issues an 19 award that fails to “draw[] its essence from the contract.” Oxford Health Plans, 569 U.S. 20 at 569 (quoting Eastern Associated Coal Corp. v. Mine Workers, 531 U.S. 57, 62 (2000)); 21 see Stolt-Nielsen, 559 U.S. at 671 (“It is only when [an] arbitrator strays from interpretation 22 and application of the agreement and effectively ‘dispense[s] his own brand of industrial 23 justice’ that his decision may be unenforceable.” (quoting Major League Baseball Players 24 Ass’n v. Garvey, 532 U.S. 504, 509 (2001) (per curiam))). “An arbitration award ‘draws 25 its essence from the agreement’ if the award is derived from the agreement, viewed ‘in 26 light of the agreement’s language and context, as well as other indications of the parties’ 27 intentions.’” Aspic Eng’g, 913 F.3d at 1166. Accordingly, “the sole question for [the 28 1 Court] is whether the arbitrator (even arguably) interpreted the parties’ contract, not 2 whether he got its meaning right or wrong.” Oxford Health Plans, 569 U.S. at 569. 3 An arbitrator’s expression of “manifest disregard of law” provides a ground to vacate 4 an arbitration award under Section 10(a)(4). Bosack, 586 F.3d at 1104. “[F]or an 5 arbitrator’s award to be in manifest disregard of the law, ‘[i]t must be clear from the record 6 that the arbitrator [] recognized the applicable law and then ignored it.’” Id. (quoting 7 Comedy Club, Inc. v. Improv W. Assocs., 553 F.3d 1277, 1290 (9th Cir. 2009)). The 8 moving party bears the burden to “show that the arbitrator ‘underst[oo]d and correctly 9 state[d] the law, but proceed [ed] to disregard the same,’” by pointing to concrete evidence 10 in the record. See id. (quoting Collins v. D.R. Horton, Inc., 505 F.3d 874, 879 (9th Cir. 11 2007)). 12 13 B. Propriety of Vacating the Award 14 Respondents argue the Arbitrator exceeded his powers by (1) expressing a manifest 15 disregard for California law requiring license to solicit the sales of life insurance policies 16 and (2) awarding Petitioners attorney’s fees, emotional distress damages, and punitive 17 damages. The Court addresses each argument in turn. 18 19 1. Compliance with California Licensure Rules 20 Respondents argue that the Arbitrator’s finding that the Agreement was a valid and 21 enforceable contract contradicts Paragraph 11 of the Agreement, which states in full: 22 “Each Party warrants and represents to the other that the Party . . . is properly licensed and/or certified to solicit and/or transact insurance business pursuant 23 to applicable federal, state, local laws and regulations, and shall maintain in 24 good standing all licenses and permits as may be required under the applicable laws . . . .” 25

26 (Agreement ¶ 11.) The Arbitrator found that Petitioners did not violate Paragraph 11 by 27 not obtaining a California license in a timely manner because, among others, the life 28 insurance policy from which Petitioners sought to obtain their share of the commission was 1 issued under the laws of Nevada, where Palmerston LLC was properly licensed at the time 2 the policy was placed. (Final Award at 2222, 2224.) As to Respondents’ argument that 3 Gellman violated Section 1633 of the California Insurance Code by soliciting insurance in 4 California without a license, the Arbitrator considered evidence of Gellman’s conduct and 5 found no violation of the statute. (Id. at 2222–24.) 6 Assuming without deciding that the Arbitrator erred as Respondents suggest, the 7 FAA does not empower the Court to review an arbitration award for legal or factual errors. 8 See Aspic Eng’g, 913 F.3d at 1166; First State Ins., 781 F.3d at 11. The question is whether 9 the Arbitrator dispensed his own brand of justice by straying from interpretation and 10 application of the Agreement. Stolt-Nielsen, 559 U.S. at 671. Respondents have not 11 established that the Arbitrator failed to draw the essence of the award from the Agreement. 12 To the extent that Respondents seek to vacate the award on the ground that the Arbitrator 13 expressed “manifest disregard” of the law, they have not pointed to any evidence in the 14 record that would demonstrate that the Arbitrator understood and correctly stated the law 15 but deliberately disregarded it. See Bosack, 586 F.3d at 1105. Therefore, the Court finds 16 no ground to vacate the Arbitrator’s award. 17 18 2. Award of Attorney’s Fees and Damages 19 a. Attorney’s Fees 20 When Petitioners filed a Demand for Arbitration with the AAA against Respondents, 21 Respondents initially declined to participate in the arbitration and refused to pay their share 22 of the arbitration fees. (Peretz Decl., ECF No. 1-3, ¶¶ 3, 5.) Only after Petitioners moved 23 to compel arbitration in federal court, Respondents agreed to arbitrate. The Arbitrator 24 found that because of Respondents’ initial refusal to arbitrate, Petitioners expended $8,400 25 to prepare and file the petition to compel arbitration. (Final Award at 2214.) The Arbitrator 26 included the $8,400 in computing the damages incurred as a result of Respondents’ breach 27 of contract. (Id. at 2244.) 28 1 Respondents argue the award of attorney’s fees contradict the arbitration clause of 2 the Agreement, which requires the parties to bear their own fees and costs. That clause 3 states: “Each Party shall bear its own fees, costs and expenses and an equal share of the 4 arbitrators’ and administrative fees of arbitration.” (Agreement ¶ 17.) Construing a similar 5 provision, a district court sitting in this circuit declined to vacate an award of attorney’s 6 fees included as damages of a breach of contract claim. See Lucile Packard Children’s 7 Hosp., Stanford Hosp. Clinics v. U.S. Nursing Corp., No. C 02-0192 MMC, 2002 WL 8 1162390, at *5 (N.D. Cal. May 29, 2002). There, the contract binding parties to arbitration 9 stated that “[t]he arbitrator shall have no authority to order either party to pay the costs of 10 arbitration or attorney fees of the other party.” Id. at *5. Notwithstanding this contractual 11 provision, the arbitrator, upon a finding that the respondent breached the arbitration clause 12 by filing suit in state court rather than proceeding with arbitration, awarded attorney’s fees 13 as damages to petitioners. Id. The district court found that the contractual provision was 14 susceptible to the interpretation that “[the provision] preclude[s] the arbitrator from 15 awarding attorney’s fees incurred in connection with a party’s participation in the 16 arbitration proceeding, but . . . imposes no limitation on the type of damages that can be 17 awarded on an arbitrable claim.” Id. Finding that the arbitrator impliedly adopted that 18 interpretation, the court concluded that the award drew its essence from the contract. 19 Here, too, the Agreement’s provision that the parties “shall bear [their] own fees, 20 costs, and expenses and an equal share of the fees of arbitration” is susceptible to an 21 interpretation that permits awarding attorney’s fees as a part of the damages for an 22 arbitrable claim. The Arbitrator’s inclusion of the attorney’s fees as damages for 23 Respondents’ breach of the arbitration clause is consistent with a plausible interpretation 24 of the parties’ Agreement. Thus, the Arbitrator’s award draws its essence from the 25 Agreement, and the Court does not find that the Arbitrator exceeded his authority by 26 dispensing his own brand of industrial justice. 27 // 28 // 1 b. Emotional Distress and Punitive Damages 2 The Arbitrator awarded Petitioners emotional distress damages to compensate 3 Gellman for his “loss of sleep and increased stress as a result of Hunsinger’s conduct 4 forming the basis of his claims.” (Final Award at 2245.) The Arbitrator also awarded 5 Petitioners punitive damages. (Id. at 2245–47.) Respondents argue that the Arbitrator 6 exceeded his powers by awarding emotional distress and punitive damages in violation of 7 California law and the Constitution. The Court addresses each argument raised by 8 Respondents in turn. 9 10 i. Consideration of Litigation Misconduct and 11 Contractual Obligations 12 Under California law, in an action for the breach of an obligation not arising from 13 contract, the prevailing party may recover punitive damages in addition to actual damages 14 where the losing party “has been guilty of oppression, fraud, or malice.” Cal. Civ. Code 15 § 3294(a). In awarding punitive damages, the Arbitrator found that Hunsinger’s conduct 16 underlying the breach of contract also gave rise to the torts of intentional interference with 17 prospective economic relations, fraud, and conversion. (Final Award at 2245.) The 18 Arbitrator further found that Hunsinger lied under oath throughout the arbitration and 19 spoliated evidence by deleting important text messages she exchanged with Glassman. 20 (Final Award at 2245–46.) Finding that such conduct evidenced the requisite malice, 21 oppression, and fraud, the Arbitrator awarded Petitioners punitive damages. (Id. at 2245– 22 47.) 23 Respondents argue that the Arbitrator exceeded his powers by considering 24 Petitioners’ conduct that goes to the breach of contract. Respondents also argue that the 25 Arbitrator should not have considered Hunsinger’s conduct during litigation to decide 26 whether to grant punitive damages. In essence, Respondents invite the Court to review the 27 award for legal and factual errors committed by the Arbitrator, but the FAA does not 28 empower the courts to engage in such judicial review of arbitration awards. See Bosack, 1 586 F.3d at 1104. Otherwise, Respondents have not shown that the award fails to draw its 2 essence from the Agreement. Further, the Court does not find that the Arbitrator’s award 3 manifestly disregards the law because Petitioners point to no evidence that would show 4 that “the [A]rbitrator [] recognized the applicable law and then ignored it.” See id. at 1104– 5 05. Therefore, the Court does not find that the Arbitrator exceeded his powers by 6 considering Hunsinger’s contractual obligation and litigation misconduct in awarding 7 punitive damages. 8 9 ii. Breach of Fiduciary Duty 10 Respondents separately argue that the breach of fiduciary duty does not support the 11 Arbitrator’s award of punitive damages. Specifically, Respondents argue that the 12 Arbitrator exceeded his powers by defining the parties’ relationship inconsistently with the 13 terms of the Agreement. 14 Under California law, a fiduciary obligation is created where the person charged 15 with the obligation “either knowingly undertake[s] to act on behalf and for the benefit of 16 another, or . . . enter[s] into a relationship which imposes that undertaking as a matter of 17 law.” City of Hope Nat’l Med. Ctr. v. Genentech, Inc., 43 Cal. 4th 375, 386 (2008). Here, 18 the Agreement provides that the parties are independent contractors: “It is understood and 19 agreed upon by the Parties that this Agreement is intended to create an independent 20 contractor relation for all purposes. Nothing contained herein is intended or shall be 21 construed to create a relationship of employee and employer, principal and agent, co- 22 venturer or partner between the Parties.” (Agreement ¶ 9.) The Arbitrator found that the 23 parties shared a fiduciary relationship for two reasons: first, the parties were “business 24 partners and/or joint venturers”; and second, the Agreement “required Gellman to place 25 trust in the integrity of Hunsinger.” (Final Award at 2239.) 26 The question is whether the Arbitrator’s finding of fiduciary relationship follows a 27 plausible interpretation of the Agreement. Because the Agreement negates the existence 28 of a co-partner or venturer relationship, the first basis for finding a fiduciary relationship— 1 that the parties were business partners and/or joint venturers—is in direct conflict with the 2 Agreement. However, the same cannot be said as to the second basis—that the parties 3 knowingly undertook to act on behalf and for the benefit of each other. To the extent that 4 the Arbitrator made legal or factual errors, the Court cannot vacate the award on that ground 5 under Section 10(a)(4). See Aspic Eng’g, 913 F.3d at 1166; First State Ins., 781 F.3d at 6 11. Further, the Court does not find that the Arbitrator expressed a manifest disregard of 7 the law. Respondents point to no evidence in the record that would show that the Arbitrator 8 “recognized the applicable law and then ignored it.” Bosack, 586 F.3d at 1104. 9 Therefore, the Court does not find that the Arbitrator exceeded his powers. 10 11 iii. Due Process Violation 12 Hunsinger argues that the Arbitrator’s award of $375,000 as emotional distress and 13 punitive damages violates her due process rights because the Arbitrator did not consider 14 her ability to pay. As a preliminary matter, the Court is not empowered to review the 15 arbitration award for legal errors, and Respondents have not established that the Arbitrator 16 manifestly disregarded the law. Moreover, the Court does not find that the award violates 17 the Due Process Clause of the Fifth or Fourteenth Amendment. The Court finds instructive 18 a decision by the Eleventh Circuit that rejected a similar argument. See Davis v. Prudential 19 Sec., Inc., 59 F.3d 1186 (11th Cir. 1995). As that court explained: “it is axiomatic that 20 constitutional due process protections ‘do not extend to private conduct abridging 21 individual rights,’” and “the state action element of a due process claim is absent in private 22 arbitration case.” Id. at 1190–91 (quoting Nat’l Collegiate Athletic Ass’n v. Tarkanian, 23 488 U.S. 179, 191 (1988) (internal quotations omitted)); accord Fed. Deposit Ins. Corp. v. 24 Air Fla. Sys., Inc., 822 F.2d 833, 842 n.9 (9th Cir. 1987) (“The arbitration involved here 25 was private, not state, action; it was conducted pursuant to contract by a private 26 arbitrator. . . . [W]e do not find in private arbitration proceedings the state action requisite 27 for a constitutional due process claim.”). Thus, the Court finds no constitutional violation, 28 1 and the Arbitrator did not exceed his powers to the extent that he did not consider 2 Hunsinger’s finances. 3 In sum, Respondents have not shown a basis for vacating the Final Award under 4 Section 10(a)(4) of the FAA. The Court therefore denies their motion to vacate the 5 arbitration award. 6 7 III. GELLMAN’S MOTION TO CONFIRM ARBITRATION AWARD 8 A. Requirements for Confirming the Award 9 “[C]onfirmation of an arbitration award is appropriate only where the parties ‘in their 10 agreement have agreed that a judgment of the court shall be entered upon the award.” Com. 11 Enters. v. Liberty Mut. Ins. Co., 958 F.2d 376 (9th Cir. 1992); see Qorvis Commc’ns, LLC 12 v. Wilson, 549 F.3d 303, 308 (4th Cir. 2008) (“[C]ourts must undertake enforcement of 13 arbitration awards ‘so long as the parties contemplated judicial enforcement.’”) (quoting 14 Hall St. Assocs., 552 U.S. at 587 n.6). 15 Section 9 of the FAA provides that a district court, upon timely petition, “must” 16 confirm an arbitration award “unless the award is vacated, modified, or corrected as 17 prescribed in sections 10 and 11.” 9 U.S.C. § 9. The court’s ultimate review of the petition 18 is “both limited and highly deferential.” Coutee v. Barington Capital Grp., L.P., 336 F.3d 19 1128, 1132 (9th Cir. 2003) (citing Sheet Metal Workers’ Int’l Ass’n v. Madison Indus., Inc., 20 84 F.3d 1186, 1190 (9th Cir. 1996)). Confirmation of an arbitration award typically “is a 21 summary proceeding that merely makes what is already a final arbitration award a 22 judgment of the court.” Romero v. Citibank USA, Nat’l Ass’n, 551 F. Supp. 2d 1010, 1014 23 (E.D. Cal. 2008) (quoting Florasynth, Inc. v. Pickholz, 750 F.2d 171, 175–76 (2d Cir. 24 1984)). This limited and summary review aims to honor the parties’ contractual choices 25 and further the FAA’s “national policy favoring arbitration and plac[ing] arbitration 26 agreements on equal footing with all other contracts.” Buckeye Check Cashing, Inc. v. 27 Cardegna, 546 U.S. 440, 443 (2006); see also Thompson v. Tega-Rand Int’l, 740 F.2d 762, 28 1 || 763 (9th Cir. 1984) (“Where the parties have agreed to arbitration, the court will not review 2 || the merits of the dispute.”). 3 4 B. Propriety of Confirming the Award 5 Petitioners timely filed the motion to confirm the arbitration award in satisfaction of 6 one-year requirement under Section 9. The Court has denied Respondents’ motion to 7 || vacate the arbitration award, see supra Part I, and the parties do not request that the award 8 ||be modified or corrected. The parties’ arbitration agreement provides that any court of 9 || competent jurisdiction may enter judgment. (Agreement §] 17.) This language confirms to 10 |/this Court that the parties contemplated judicial enforcement. See Qorvis Commc’ns, 549 11 || F.3d at 308. Although the parties’ agreement does not specify a particular court in which 12 judgment on the award may be entered, Plaintiffs have properly sought a judgment in this 13 || Court because the award was made in San Diego, California. See 9 U.S.C. § 9. 14 Because the requirements to confirm an arbitration award are met, the Court 15 confirms the arbitration award. 16 17 || IV. CONCLUSION 18 The Court DENIES Respondents’ motion to vacate the arbitration award. (ECF 19 ||No. 23.) The Court GRANTS Petitioners’ motion to confirm the arbitration award and 20 ||} CONFIRMS the arbitration award. (ECF No. 22.) 21 IT IS SO ORDERED. 22 /\ yy 23 || DATED: September 20, 2021 ( yi uA A (Hophta. 6 24 United States District Judge 25 26 27 28 _~14-