Ncr Corporation v. Sac-Co., Inc., D/B/A Acme Cash Register Company F/k/a CBS Liquor Control, Inc.

43 F.3d 1076
CourtCourt of Appeals for the Sixth Circuit
DecidedFebruary 21, 1995
Docket94-3031
StatusPublished
Cited by29 cases

This text of 43 F.3d 1076 (Ncr Corporation v. Sac-Co., Inc., D/B/A Acme Cash Register Company F/k/a CBS Liquor Control, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ncr Corporation v. Sac-Co., Inc., D/B/A Acme Cash Register Company F/k/a CBS Liquor Control, Inc., 43 F.3d 1076 (6th Cir. 1995).

Opinions

RYAN, J., delivered the opinion of the court, in which BATCHELDER, J., joined. WELLFORD, J. (p. 1081), delivered a separate concurring opinion.

RYAN, Circuit Judge.

In this diversity action to vacate and confirm arbitration awards, Sac-Co, Inc. appeals the magistrate judge’s judgment vacating the award of punitive damages ordered by an arbitrator. We are asked to determine whether (1) the magistrate judge erred in vacating the arbitrator’s entire punitive damages award, and (2) whether the case should be remanded to the arbitrator. We conclude that the magistrate judge properly vacated the entire punitive damages award. Therefore, the judgment of the magistrate judge is affirmed.

I.

NCR Corporation is a manufacturer and seller of data processing equipment, including electronic cash registers. NCR entered into a dealer agreement with Sac-Co (hereinafter “Acme”) in which NCR appointed Acme to be an authorized, nonexclusive dealer for the purchase and resale of NCR equipment. The agreement provided for arbitration of any dispute arising out of the agreement.

On April 26, 1989, NCR filed an action against Acme in the Supreme Court of the State of New York seeking payment for monies due under a promissory note and payment deferral agreement. Acme counterclaimed against NCR alleging a variety of claims including unfair competition and tor-tious interference with contractual relations. Acme claimed that NCR engaged in unfair competition by improperly soliciting Acme’s clients and disparaging Acme’s products. NCR filed a motion to stay Acme’s counterclaim pending arbitration and to arbitrate its collection claims. The court granted the motion, and the parties pursued the matter in arbitration.

The arbitrator found for NCR on its claim and awarded NCR $10,710. The arbitrator then found NCR hable on Acme’s counterclaim and awarded Acme $58,896 in compensatory damages in addition to the expenses of arbitration. The arbitrator also assessed punitive damages against NCR in the amount of $1,335,180, stating:

the Arbitrator believes that NCR Corporation, while not acting maliciously in determining in 1984 to allow FEs to sell in competition with dealers that it had just recently recruited, does believe that NCR had not evidenced a sufficient sensitivity to the rights of others in making its corporate decisions.

The arbitrator found that NCR’s conduct “was not aimed at Acme specifically but was [aimed] at all of its nonservicing dealers.” Based on this finding, the arbitrator ordered NCR to pay punitive damages to all of NCR’s United States nonservicing dealers even though only one nonservicing dealer, Acme, was a party to the action before the arbitrator. Plainly suspicious of his authority to make such an award to nonparties, the arbitrator stated:

It is my intention in this decision and subsequent award, to fashion a punitive damages award which is unique to my own research but will do justice and utilize arbitration’s flexibility to neither be unfair to NCR nor unjustly reward or provide a windfall to Acme.

The arbitrator further explained:

It should be specifically noted that the damages which I have labeled punitive, I have awarded against NCR. I have not awarded them in favor of Acme and that is a conscious decision. It is not acceptable, in this Arbitrator’s view, to give the Plaintiff a windfall simply in order to accomplish the deterrence role of punitive damages.

The arbitrator’s award of punitive damages was based on the following formula: the estimated profit potential of each NCR field engineering office multiplied by 10. The number 10 was the estimated number of [1079]*1079nonservicing dealers that would share in the award. There were an estimated 100 to 150 nonservicing dealers. However, the arbitrator believed that multiplying the profit potential times 100 or 150 would unjustly punish NCR.

On January 16, 1991, NCR filed a motion in the United States District Court for the Southern District of Ohio seeking to vacate the compensatory and punitive damages awards. Acme filed an Application and Motion to Confirm in Part ánd to Vacate in Part the arbitration awards. Both parties agreed that the arbitrator exceeded his authority and acted in manifest disregard of the law in awarding punitive damages to nonparties. Acme requested that the district court award all of the punitive damages to Acme.

The magistrate judge vacated the punitive damages award, finding that the arbitrator exceeded his powers in awarding damages to nonparties. The magistrate judge refused, however, to award all of the punitive damages to Acme because: (1) the Federal Arbitration Act does not authorize courts to modify the substance of arbitration awards, and (2) the arbitrator’s express intent was to not award all of the punitive damages to Acme because he did not want Acme to get a “windfall.” The magistrate judge also confirmed the compensatory damages awards against both parties. Only the punitive damages are in issue in this appeal.

Acme filed a motion for reconsideration which the magistrate judge denied, stating that rewriting the award to give Acme all of the punitive damages “would be so gross a modification of the substance of the award as to be an inappropriate judicial review of the substance of an arbitration award.” The court also rejected Acme’s request for a remand to the arbitrator, stating that a remand is only appropriate when necessary to clarify an ambiguity in an award.

Acme appeals from the magistrate judge’s decision vacating the punitive damages award and denying a remand.

II.

The standard of review in arbitration cases is generally extremely narrow. Dobbs, Inc. v. Local No. 614, Int’l Bd. of Teamsters, 813 F.2d 85, 86 (6th Cir.1987)(quoting Anaconda Co. v. District Lodge No. 27, Int’l Ass’n of Machinists & Aerospace Workers, 693 F.2d 35, 36 (6th Cir.1982)). “[T]hat a court is convinced [the arbitrator] committed serious error does not suffice to overturn his decision.” United Paperworkers Int’l Union v. Misco, Inc., 484 U.S. 29, 38, 108 S.Ct. 364, 371, 98 L.Ed.2d 286 (1987).

However, an order to vacate an arbitration award is reviewed with more scrutiny. Many circuits review an order to vacate an arbitration award de novo. See, e.g., Bowles Fin. Group, Inc. v. Stifel, Nicolaus & Co., 22 F.3d 1010, 1012 (10th Cir.1994); Gulf Coast Indus. Workers Union v. Exxon Co., 991 F.2d 244, 248 (5th Cir.), cert. denied, — U.S. -, 114 S.Ct. 441, 126 L.Ed.2d 375 (1993); Peoples Sec. Life Ins. Co. v. Monumental Life Ins. Co., 991 F.2d 141, 145 (4th Cir.1993); Employers Ins. of Wausau v. National Union Fire Ins. Co., 933 F.2d 1481, 1485 (9th Cir.1991).

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43 F.3d 1076, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ncr-corporation-v-sac-co-inc-dba-acme-cash-register-company-fka-ca6-1995.