Opinion
MOSK, J.
Appellants Michael A. O’Flaherty, John J. Weber, Lee T. Thies, Robert M. Dato, Lisa A. Cross, Mike Martinez, Lynn E. Ovando, and Gregory M. Hatton (collectively the withdrawing partners), the law firm of O’Flaherty, Cross, Martinez, Ovando & Hatton LLP (OCMOH), and the law firm of O’Flaherty, Cross, Martinez & Ovando LLP (OCMO) appeal against a judgment confirming an arbitration award in favor of their former partners (sometimes collectively the remaining partners) and former law firm O’Flaherty & Belgum (OB) in this matter concerning the withdrawal of the partners, dissolution of the partnership, and the appointment of a receiver for OB. Stephen L. Belgum (Belgum), his former wife Marie Belgum, and OB are the respondents.
[1047]*1047Appellants contend as follows: (1) the arbitrator exceeded his powers by adjudicating claims that were instituted by Belgum’s attorney on behalf of OB over the objection of the receiver when such claims could be prosecuted only in the receiver’s name; (2) the arbitrator exceeded his powers by finding that the withdrawing partners had forfeited their interests in OB and that no accounting of their capital accounts was required; (3) the award should have been vacated based on the arbitrator’s failure to disclose he had been represented in two matters by the law firm that represented appellants during part of the arbitration proceedings; (4) the arbitrator failed to disclose circumstances concerning his separation against a former law firm that could cause a reasonable person to doubt his ability to be impartial; (5) the trial court abused its discretion by denying discovery requests concerning the arbitrator’s separation against the law firm; and (6) due process requires judicial review of the punitive damages award.
We hold that because the arbitration clause in the partnership agreement expressly precluded the arbitrator against granting any remedy prohibited by the agreement or “not available in a court of law,” the arbitrator exceeded his authority by declaring a forfeiture of the withdrawing partners’ capital accounts. We further hold that the arbitrator had no jurisdiction over OB in view of the objection of the receiver. We reverse the judgment and order that the award be vacated.
FACTS AND PROCEDURAL BACKGROUND
OB was a law partnership, the equity partners being Belgum, O’Flaherty, Weber, Hatton, Thies, Dato, Cross, Ovando, Martinez, Todd Theodora, Ernest Chen, and Nancy Wanski. The partners had a dispute leading to O’Flaherty, Cross, Martinez, Ovando, Hatton, Weber, Thies and Dato withdrawing against OB and forming a new law partnership (OCMOH).
On January 12, 1998, Wanski filed an action (Los Angeles Superior Court Case No. BC184060—the Wanski action) against the withdrawing partners and OCMOH for breach of contract, intentional violation of fiduciary duty, conversion, appointment of an impartial receiver, an accounting, and judicial dissolution of OB. The withdrawing partners filed a cross-complaint against the remaining partners of OB for declaratory relief and appointment of a receiver, while reserving their right to arbitration.
The withdrawing partners stated that the disputes between the parties included the following: who was the managing partner; whether Belgum had been expelled; whether OB was properly dissolved effective December 31, 1997; and issues concerning the use of OB’s offices and property. They also stated that, “A receiver should be appointed by the court to hold the [1048]*1048Partnership’s property and wind up the Partnership’s affairs while the disputes between the parties are being resolved in order to preserve the Partnership’s value and insure the effect of any arbitration award and resulting judgment specifying how the Partnership should be wound up and liquidated.”
On January 21, 1998, the superior court in the Wanski action found that a receiver was necessary and appointed David Ray to act as the receiver for OB (hereafter, we will refer to the court in that action—the Wanski action—as the receivership court with respect to matters pertaining to the OB receivership and as the trial court with respect to matters dealing with the litigation or the arbitration).1 The receiver’s powers included enforcing and collecting debts, instituting lawsuits on behalf of OB to preserve and protect the partnership’s assets, discharging obligations of OB against the funds in his possession, and engaging the services of counsel.
The receivership court confirmed the receiver’s appointment on February 10, 1998. On February 25, 1998, Belgum filed a motion for an order discharging the receiver and terminating the receivership on the grounds that OB had not been dissolved and that no receiver was required to manage the assets. Belgum argued that because no dissolution had been effected, there was no entitlement to a receivership for dissolution purposes. In addition, Belgum argued that the withdrawing partners had violated the partnership agreement, and that therefore, their interests in OB’s assets were limited to the return of their capital accounts. Wanski joined in Belgum’s motion, and Chen filed a nonopposition. The receivership court denied the motion to discharge the receiver and ordered as follows: (1) the receiver should request an accounting of net profits against OCMOH for OB clients against the time of dissolution; (2) the receiver should execute substitution of attorneys for OB clients; (3) OCMOH’s claim to payments for work on OB cases should be treated as any other claim that will await final disposition through the arbitration process; (4) the receiver should pay for services provided to OB by OCMOH; and (5) the receiver should pursue collection of rent against former OB partners using and occupying receivership property.
On May 26, 1998, the withdrawing partners filed a petition in the Wanski action for an order staying the Wanski action and compelling arbitration pursuant to an arbitration clause in the partnership agreement. Section 20.1 of the partnership agreement provided for arbitration of disputes as follows: “Except as otherwise provided in this Agreement, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by mediation, or by arbitration before a single arbitrator in Los Angeles, California.” In addition, section 20.5 provided: “Each of the parties [1049]*1049reserves the right to file with a court of competent jurisdiction an application for temporary or preliminary injunctive relief, writ of attachment, writ of possession, temporary protective order and/or appointment of a receiver on the grounds that the arbitration award to which the applicant may be entitled may be rendered ineffectual in the absence of such relief.” Section 20.9 provided: “The arbitrator shall not have any power to alter, amend, modify or change any of the terms of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement ... or not available in a court of law.” Section 20.11 provided: “The costs of the arbitration . . . shall be borne equally by the parties to the arbitration. Attorneys’ fees may be awarded to the prevailing or most prevailing [party] at the discretion of the arbitrator.”
The withdrawing partners stated in their petition for arbitration that the disputed issues included whether Belgum was properly involuntarily terminated for cause; whether OB was properly dissolved by a vote of the majority in interest effective December 31, 1997; whether Belgum’s consent was required to dissolve OB; and whether the withdrawing partners were obligated to account to the remaining partners for profits earned in connection with completing OB client matters after December 31, 1997. The withdrawing partners requested that the trial court order the remaining partners to arbitration and that the receivership court retain jurisdiction over the receiver and the receivership estate. On July 30, 1998, the trial court granted the petition and dismissed the action, but retained jurisdiction to enforce the arbitration award and jurisdiction over the actions of the receiver and the receivership estate. The court later amended the order to provide that the matter was stayed pending arbitration.
On December 17, 1998, Attorney Steven Morgan (Attorney Morgan) filed a complaint on behalf of Belgum and OB against the withdrawing partners and OCMOH for breach of written contract, intentional breach of fiduciary duty, conversion, defamation, intentional interference with contracts, and intentional interference with economic advantage (Los Angeles Superior Court Case No. EC026142—the Belgum action). Belgum filed a motion to vacate the dismissal of the Wanski action and restore it to the active calendar for failure to institute arbitration proceedings. The withdrawing partners stated that they had not instituted arbitration proceedings because their claims to shares of the net assets after liquidation could be litigated in the receivership proceeding. The withdrawing partners argued it was the responsibility of the remaining partners to institute arbitration proceedings to pursue other claims. The trial court set an order to show cause why the stay should not be dissolved for failure to arbitrate.
On March 30, 1999, the withdrawing partners sent a demand for arbitration to the remaining partners in accordance with the rules of the American [1050]*1050Arbitration Association (AAA). The demand stated that the nature of the dispute was the proper distribution of the net proceeds to the partners against the court-ordered liquidation of OB after the liquidation conducted by the court-appointed receiver had been completed. On March 30, 1999, the receiver demanded in writing that Attorney Morgan immediately cause the dismissal of OB against the Belgum action because the receiver was the only person authorized to bring a lawsuit on behalf of OB, and he did not authorize Attorney Morgan to file the Belgum action on behalf of OB.
On April 5, 1999, the withdrawing partners petitioned the trial court for an order compelling arbitration in the Belgum action. In addition, they objected to Belgum’s standing to bring an action on behalf of OB and stated that the receiver had demanded that Attorney Morgan dismiss OB as a plaintiff. Attorney Morgan, on behalf of Belgum and OB, filed an opposition to the petition to compel arbitration. On April 23, 1999, the trial court granted the petition to compel arbitration and stayed the Belgum action.
On May 7, 1999, the trial court assigned the Wanski and Belgum actions (along with Los Angeles Superior Court Case No. NC025065)2 to one court as related actions for all purposes (the Wanski case—BC184060—being the lead case). On July 19, 1999, Marie Belgum filed a complaint in intervention in the Wanski action. The trial court ordered the case to binding arbitration, stayed the case pending arbitration and retained jurisdiction to enforce the arbitration award. In September 1999, Hatton and Dato withdrew against OCMOH and went to work for separate law firms. OCMOH became O’Flaherty, Cross, Martinez and Ovando (OCMO). On November 18, 1999, Attorney Morgan, on behalf of Belgum, OB, and Marie Belgum, filed a counterdemand for arbitration with the AAA. The counterdemand stated that the nature of the dispute included determination of the causes of action alleged in the complaint in the Belgum action and the complaint in intervention; the respective interests of each partner or former partner; the effect of the withdrawing partners’ acts; the amounts owed by the withdrawing partners as a result of their acts; the amounts owed to OB for expenses and losses incurred by OB as a result of placing and maintaining OB in receivership; the amounts owed to OB by any withdrawing partner under the partnership agreement; the amounts owed to OB by the withdrawing partners for diminution in value of OB’s accounts receivable and other assets; the liability and amounts owed to Theodora as a result of Theodora’s voluntary withdrawal; all claims made by the withdrawing partners and OCMOH against OB in the receivership claims procedure; the amounts owed to Belgum, OB, and Marie Belgum for attorney fees, costs, and arbitration fees; whether OB was dissolved by the acts of the withdrawing partners; and the current status of OB. Belgum, OB, and Marie Belgum sought an order determining [1051]*1051the issues, compelling payments owed to them, and directing distribution of OB’s assets currently in the possession and control of the receiver. Theodora also filed a counterdemand for arbitration.
The liability phase of the arbitration commenced on November 13, 2000, and was held during various periods between November 2000 and March 2001. The receiver sent a letter by fax to the withdrawing partners’ attorney stating that the receiver was the only authorized representative of OB and that he had not retained or authorized anyone to represent OB or the receiver in the arbitration proceeding, because neither were proper parties to the litigation. The receiver’s position was that under the court order the partners were to complete arbitration of all disputes between the partners and not matters concerning the receiver. The withdrawing partners transmitted the letter to the arbitrator and also objected to Attorney Morgan’s representation of OB. Attorney Morgan purported to represent OB in connection with the arbitration proceeding.
On April 7, 2001, the arbitrator issued the following interim findings of liability: the withdrawing partners were jointly and severally liable to Belgum for damages resulting against breach of contract and breach of their fiduciary duty; the withdrawing partners were jointly and severally liable to OB for damages resulting against breach of their fiduciary duty to OB, including expenses OB incurred because of the receivership imposed by the trial court; the withdrawing partners, OCMOH, and OCMO were liable to Belgum for damages resulting against intentional interference with OB’s business relations; the withdrawing partners, OCMOH, and OCMO were liable to OB for damages resulting against conversion of OB’s property; O’Flaherty, Hatton, and Weber were liable to Belgum for punitive damages for their breach of fiduciary duty toward Belgum; the withdrawing partners, Wanski and Chen were separately liable to OB for the negative balances of their respective capital accounts as determined pursuant to the partnership agreement; Hatton was liable to OB for the amount spent to defend and settle an employee’s claim against Hatton; OB was not dissolved on December 26, 1997; and the dissolution date remained to be resolved in the second phase of the arbitration.
On June 6, 2001, the receiver advised the arbitrator that he, the receiver, had not authorized anyone to take part in the arbitration on behalf of OB, and the person who had purportedly made an appearance for OB was not authorized to do so. The receiver requested that the arbitrator strike the counterclaims in OB’s name against the order. On July 12, 2001, the receiver filed a motion with the receivership court for instructions concerning how to proceed with the interim arbitration award in favor of OB and the second phase of the arbitration. A hearing was held on June 12, 2001, in the [1052]*1052receivership court, at which hearing the receivership court instructed the receiver not to participate and to allow the arbitration to proceed as it had been proceeding.
Hearings on the bifurcated remedy phase of the arbitration concluded on August 28, 2001. The arbitrator in his final award made a number of findings, concluding that the withdrawing partners lacked the authority to do what they did, breached their contractual and fiduciary duties to the remaining partners, made false representations to the receiver, and appropriated assets of OB. The arbitrator found that the resolutions of the withdrawing partners were “ineffectual” and that because of the withdrawing partners’ breaches of their contractual and fiduciary duties, the withdrawing partners “forfeited all rights under the Partnership Agreement no later than December 31, 1997,” rendering “unnecessary any calculations regarding the capital accounts of O’Flaherty & Belgum as of December 31, 1997 or later.”3 The arbitrator awarded OB $561,891 for breach of fiduciary duties against the withdrawing partners; $1,566,733 for intentional interference with OB’s business relations against the withdrawing partners, OCMOH, and OCMO; $426,757 for conversion against the withdrawing partners, OCMOH, and OCMO; $27,065 for reimbursement of legal expenses against Hatton; and $45,701 for legal fees against Belgum and Marie Belgum. The arbitrator awarded Belgum and Marie Belgum $2,738,554 for breach of fiduciary duties against the withdrawing partners. The arbitrator awarded Belgum the following sums as punitive damages: $1,177,991 against O’Flaherty; $75,000 against Weber; and $50,000 against Hatton. The arbitrator awarded Theodora $123,502 for deferred compensation and interest. The arbitrator awarded the following sums for attorney fees and costs to be paid by the withdrawing partners, OCMOH, and OCMO: $544,876 to Belgum, including $180,182 for Attorney Morgan’s services performed and costs incurred on behalf of Belgum; $79,530 to Marie Belgum; $16,577 to Theodora; and $143,000 to QB for Attorney Morgan’s services performed and costs incurred on OB’s behalf. He also awarded Theodora $16,577 for attorney fees and costs against OB. He ordered the withdrawing partners, OCMOH, and OCMO to pay the administrative fees and expenses of the AAA and the arbitrator. In addition, he ordered the withdrawing partners, OCMOH, and OCMO to pay the following sums in reimbursement of advances made to the AAA: $153,055.60 to OB in reimbursement of amounts advanced on its behalf by the receiver; $4,153.33 to Theodora; and $1,850 to Belgum. He found Chen and Belgum were the duly elected liquidating administrators of OB and ordered the balance of the funds held by the receiver to be disbursed to the liquidating administrators.
[1053]*1053On October 9, 2001, Belgum, Marie Belgum, Chen, and Theodora filed a petition for confirmation of the arbitration award. Attorney Morgan filed a joinder on behalf of OB. Hatton and Dato filed a petition to vacate the arbitration award. Weber, Cross, Martinez, Ovando, Thies, Dato and OCMO filed a petition to vacate the award, as did O’Flaherty. The petitions to vacate raised issues concerning the lack of disclosure by the arbitrator and that the arbitrator exceeded his power. The trial court refused to vacate the award and confirmed it. There were motions for discovery and for reconsideration dealing with disclosure issues and punitive damages. On August 29, 2002, the trial court issued an order denying the motions for reconsideration concerning the punitive damages award. On the motion for reconsideration based on newly discovered evidence, the trial court found that even if reconsideration were granted, the admissible evidence did not persuade the trial court to change its decision. Therefore, the trial court granted the motion for reconsideration, but reaffirmed its original decision.
On May 15, 2002, a hearing was held on the motion to terminate the receivership and to surcharge the receiver in his personal capacity. The receivership court granted the motion to terminate the receivership and continued the motion to surcharge the receiver.
After a hearing on September 23, 2002, the receivership court found that the receiver at all times acted in good faith, reasonably pursuant to the terms of the order appointing him, and in accordance with the instructions given with respect to specific actions where there were motions for instructions filed. The motion to surcharge the receiver was denied. The receivership court also approved the final accounting and report.
In connection with whether Attorney Morgan had been authorized to represent OB, the receivership court said: “I am not going to at this point now say the receiver couldn’t do what he did. I’m not going to say one way or another. That’s now going to be for the Court of Appeals to decide.” The receivership court stated that it was not going to issue a nunc pro tunc order approving Attorney Morgan’s representation of OB, as the receivership court did not find that appropriate. The withdrawing partners noted that the order appointing the receiver gave him the right to institute actions on behalf of the receivership estate. The receivership court replied: “But he didn’t and hasn’t and when he wanted to, I told him not to. [f] [Attorney for the withdrawing partners]: Exactly. But the point [is], that was your decision to make with respect to the receivership and not for Mr. Morgan to come in sua sponte and say, I am representing [OB], and therefore, I am the one who should prosecute this case where there is no authority, and Your Honor—[1] [The Court]: You can argue that to the Court of Appeals when you seek to reverse the arbitration decision. I’m not going to rule on that. [][] [Attorney for the [1054]*1054withdrawing partners]: You’re not ruling whether or not he had authority or not? [f] [The Court]: I’m not ruling one way or another on that. That’s really not an issue before me.”
The withdrawing partners asked for clarification as to whether the receivership court was ruling that it did not have power to make a nunc pro tunc order. The receivership court replied: “I’m saying there’s no power because I don’t see any, really, basis for it. Just because I have jurisdiction over a receiver, I don’t think I can go back and make all kinds of orders, number one. [f] Number 2, in terms of equity and what is before me, ... I am not going to do it as a matter of discretion as well. [][] So even if I had power and it was a question of discretion, I wouldn’t do it. [][] [Attorney for the withdrawing partners]: You would not approve the appointment of—[f] [The Court]: I would not approve or disapprove. I think it is for the arbitrator to decide, and if I really had to do it, I probably would approve. [][]... I’m telling you I’m not doing it because it’s not before me in any case.” The following colloquy concerning the propriety of Attorney Morgan’s purporting to represent the partnership also occurred: “[The Court]: Well, did anyone go to the arbitrator and make a motion to that effect? [(j[] [Attorney of withdrawing partners]: Yes, Your Honor, [f] [The Court]: Then, in that case, it’s in the record, and the Court of Appeal will review it, and the Court of Appeal will deal with it.
On October 8, 2002, the receivership court entered its order denying the motion to surcharge the receiver and granting the motion to terminate the receivership proceeding. The receivership court noted that the arbitration award had been entered and provided for liquidating administrators. The receivership court approved the receiver’s final account. The receivership court directed the receiver to wind up the administration of the receivership proceedings, including turning over all files to the liquidating administrators.
On September 25, 2002, the trial court entered judgment on the arbitration award as follows: “1. [Belgum and Marie Belgum recover against O’Flaherty, Weber, Hatton, Theis, Dato, Cross, Ovando, and Martinez,] jointly and severally, the sum of [$2,738,554]; [f] 2. [OB recover against O’Flaherty, Weber, Hatton, Theis, Dato, Cross, Ovando, and Martinez], jointly and severally, the sum of [$2,555,381], [$142,000] as attorneys’ fees, and [$154,055.60] as costs, totaling [$2,851,436.60]; [][] 3. [Belgum] recovers as punitive damages: [f] a. against [O’Flaherty] the sum of [$1,177,991]; [f] b. against [Weber] the sum of [$75,000]; and [][] c. against [Hatton] the sum of [$50,000]; H] 4. [OB recovers] against [Hatton] the sum of [$27,065]; [][] 5. [OB recovers] against [Belgum and Marie Belgum] the sum of [$45,701]; [][] 6. [Theodora recovers] against [OB] the sum of [$101,508.23] and interest at 10 percent per annum to August 1, 2001, in the amount of [$21,993.45], for a [1055]*1055total recovery of [$123,502]; [f] 7. [Belgum recovers] against [O’Flaherty, Weber, Hatton, Theis, Dato, Cross, Ovando, and Martinez, and OCMOH and OCMO], jointly and severally, the sum of [$503,965] as attorneys’ fees and [$42,781] as costs, totaling [$546,746]; [U 8. [Marie Belgum recovers] against [O’Flaherty, Weber, Hatton, Theis, Dato, Cross, Ovando, and Martinez, and OCMOH and OCMO], jointly and severally, the sum of [$77,125] as attorneys’ fees and [$2,405] as costs, totaling [$79,530]; [][] 9. [Theodora recovers] against [O’Flaherty, Weber, Hatton, Theis, Dato, Cross, Ovando, and Martinez, and OCMOH and OCMO], jointly and severally, the sum of [$11,350] as attorneys’ fees and [$9,380.33] as costs, totaling [$20,730.33]; [f] 10. [Theodora recovers] against [OB] the sum of [$11,350] as attorneys’ fees and [$5,227] as costs, totaling [$16,577]; [f] 11. Prejudgment interest is awarded at ten percent (10%) per annum against September 24, 2001 [,] until the date of entry of the judgment; and [1] 12. All sums awarded herein shall bear interest at the rate of ten percent (10%) per annum until paid in full, [f] 13. The Award, attached hereto as Exhibit ‘A,’ is incorporated by reference, [f] 14. Prevailing parties, who are [Belgum, Marie Belgum, OB, and Theodora], shall recover their costs. [O’Flaherty, Weber, Hatton, Theis, Dato, Cross, Ovando, and Martinez, OCMOH, and OCMO] are the losing parties to this judicial proceeding.”
The withdrawing partners, OCMOH, and OCMO filed a timely notice of appeal against the judgment.
DISCUSSION
Appellants have raised a number of issues. We discuss only the award of a forfeiture of capital accounts and jurisdiction by the arbitrator over a partnership in receivership over the objection of the receiver. Because we hold that the arbitrator exceeded his powers with respect to these two matters, we do not reach the other issues.
1. Powers of Arbitrator and Standard of Review
Code of Civil Procedure section 1286.2 provides that a court shall vacate an award if it determines “[t]he arbitrators exceeded their powers and the award cannot be corrected without affecting the merits of the decision upon the controversy submitted.” (Id., at subd. (a)(4).) “An Arbitrator exceeds his powers when he acts without subject matter jurisdiction (National Union Fire Ins. Co. v. Stites Prof. Law Corp. (1991) 235 Cal.App.3d 1718, 1724 [1 Cal.Rptr.2d 570]), decides an issue that was not submitted to arbitration (California Faculty Assn. v. Superior Court (1998) 63 Cal.App.4th 935, 952 [75 Cal.Rptr.2d 1]; Pacific Crown Distributors v. Brotherhood of Teamsters (1986) 183 Cal.App.3d 1138, 1143 [228 Cal.Rptr. 645]), arbitrarily remakes [1056]*1056the contract (Pacific Gas & Electric Co. v. Superior Court (1993) 15 Cal.App.4th 576, 590 [19 Cal.Rptr.2d 295]), upholds an illegal contract (Loving & Evans v. Blick (1949) 33 Cal.2d 603, 609 [204 P.2d 23]), issues an award that violates a well-defined public policy (City of Palo Alto v. Service Employees Internat Union (1999) 77 Cal.App.4th 327, 338-340 [91 Cal.Rptr.2d 500]), issues an award that violates a statutory right (Board of Education v. Round Valley Teachers Assn. (1996) 13 Cal.4th 269, 272 [52 Cal.Rptr.2d 115, 914 P.2d 193]), fashions a remedy that is not rationally related to the contract (Advanced Micro Devices, Inc. v. Intel Corp. (1994) 9 Cal.4th 362, 375 [36 Cal.Rptr.2d 581, 885 P.2d 994]), or selects a remedy not authorized by law (Marsch v. Williams (1994) 23 Cal.App.4th 238, 248 [28 Cal.Rptr.2d 402] [appointing receiver]; Luster v. Collins (1993) 15 Cal.App.4th 1338, 1350 [19 Cal.Rptr.2d 215] [imposing economic sanctions to enforce award]). In other words, an arbitrator exceeds his powers when he acts in a manner not authorized by the contract or by law.” (Jordan v. Department of Motor Vehicles (2002) 100 Cal.App.4th 431, 443 [123 Cal.Rptr.2d 122]; see Advanced Micro Devices, Inc. v. Intel Corp. (1994) 9 Cal.4th 362, 381 [36 Cal.Rptr.2d 581, 885 P.2d 994] [“arbitrators may not award remedies expressly forbidden by the arbitration agreement”].) “In determining whether an arbitrator exceeded his powers, we review the trial court’s decision de novo, but we must give substantial deference to the arbitrator’s own assessment of his contractual authority. (Advanced Micro Devices, Inc. v. Intel Corp., supra, 9 Cal.4th at p. 376, fn. 9; Alexander v. Blue Cross of California (2001) 88 Cal.App.4th 1082, 1087 [106 Cal.Rptr.2d 431].)” (Jordan v. Department of Motor Vehicles, supra, 100 Cal.App.4th at pp. 443-144.)
2. Forfeiture of Partnership Capital Accounts
The arbitrator provided for the forfeiture by the withdrawing partners of their capital accounts by stating in the award as follows: “Because of their flagrant breaches of the Partnership Agreement and breaches of fiduciary duty against their partnership (O&B) and their partners (Belgum, Chen and Wanski), O’Flaherty, Weber, Hatton, Thies, Dato, Cross, Ovando, and Martinez, and each of them, forfeited all rights under the Partnership Agreement no later than December 31, 1997. Their forfeiture renders unnecessary any calculations regarding the capital accounts of the partners O’Flaherty & Belgum as of December 31, 1997 or later.” The arbitrator’s specific reference to the capital accounts demonstrates that the rights forfeited were to the capital accounts. Respondents never contended otherwise. The arbitrator expressly said that he did not determine, or conduct an accounting as to, the amounts in or calculations concerning the partnership capital accounts.
Respondents did not raise any issue concerning the effect of alleged negative capital accounts until a petition for rehearing and therefore forfeited [1057]*1057that argument. (Conservatorship of Susan T. (1994) 8 Cal.4th 1005, 1013 [36 Cal.Rptr.2d 40, 884 P.2d 988] [“ ‘It is a fundamental rule of appellate practice that an appellate court need not consider issues raised for the first time by a petition for rehearing.’ ”]; Reyes v. Kosha (1998) 65 Cal.App.4th 451, 466, fn. 6 [76 Cal.Rptr.2d 457]; Smith v. Hopland Band of Porno Indians (2002) 95 Cal.App.4th 1, 12, fn. 11 [115 Cal.Rptr.2d 455]; Gentis v. Safeguard Bus. Sys., Inc. (1998) 60 Cal.App.4th 1294, 1308 [71 Cal.Rptr.2d 122].) The arbitrator did not find that all the capital accounts of the withdrawing partners were negative. Rather, he ordered that the withdrawing partners were liable for the negative balances in their respective capital accounts “as determined pursuant to the Partnership Agreement” and that no such reimbursements had been made. He did not conclude there were negative balances or that anyone was obligated to make “repayments.” It is unclear how adjustments required by the partnership agreement would affect capital accounts. That the arbitrator ordered a forfeiture of capital accounts suggests there must have been something in the capital accounts to forfeit. Also, because Wanski had assigned her partnership rights to withdrawing partners, an accounting would be necessary to determine their rights in Wanski’s assigned capital account.
The partnership agreement limited the arbitrator’s power and authority to grant remedies by providing as follows: “Power and Authority of Arbitrator. The arbitrator shall not have any power to alter, amend, modify or change any terms of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement, nor to grant any remedy which is either prohibited by the terms of this Agreement, or not available in a court of law.” The forfeiture is contrary to partnership law; the partnership agreement and decisional law.
The partnership is governed by the 1994 Uniform Partnership Act. (Corp. Code, § 16111.) Under Corporations Code section 16807, subdivision (b), a partner “is entitled to a settlement of all partnership accounts upon winding up the partnership business. . . . The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account.” A partner who “wrongfully disassociates” against the partnership is liable for damages (Corp. Code, § 16602, subd. (c)), but there is no reference to a forfeiture of an account. Among the various remedies in the Uniform Partnership Act, there is no provision for a forfeiture of a capital account.
The partnership agreement does not provide for forfeiture of a partner’s capital account in the event the partner wrongfully withdraws against the firm or upon involuntary termination of a partner for cause. To the contrary, the agreement provides for a return of capital, even to a wrongfully withdrawing partner. The partnership agreement provides: “Upon an Event of Termination of a Partner, such Partner shall cease to be a Partner and shall only be entitled [1058]*1058to the rights and preferences provided in Article 11 through 17, as the case may be, in lieu of all other rights hereunder, and shall not be entitled to receive any other property payments or benefits whatsoever against the Partnership or the remaining Partners.” The partnership agreement further provides for return of a partner’s capital account upon a “Repayment Event.” Repayment Event is defined as “an Event of Termination or the Dissolution of the Partnership.” “Event of Termination” is defined as “singularly, the death, permanent disability, voluntary withdrawal, involuntary termination, or retirement of a Partner.” Another provision of the partnership agreement provides that the “capital. . . accounts of the Partners shall be adjusted to the day the event of dissolution is declared to be effective to reflect profit or loss realized, as the case may be, against the date of the last accounting to the date of dissolution.” (Italics added.) Thus, a forfeiture is contrary to the provisions of the partnership agreement governing the disposition of capital accounts.
California case law does not support a forfeiture of a capital account. As stated in Staszak v. Romanik (6th Cir. 1982) 690 F.2d 578, 585, “[n]umerous California cases, both before and after adoption of the UPA, have held that a partner whose wrong causes dissolution of a partnership does not forfeit his partnership interest, but is entitled to receive it, less the damages caused by his breach.”
In Gardner v. Shreve (1949) 89 Cal.App.2d 804, 808 [202 P.2d 322], the court said, “If a partner or joint venturer by his wrong has caused the dissolution of the partnership or joint venture he does not forfeit all his rights, although he may become subject to damages and loss of his share in the goodwill.” In B.K.K. Co. v. Schultz (1970) 7 Cal.App.3d 786, 797 [86 Cal.Rptr. 760], the court said, “[b]ut a breach of the partnership agreement does not necessarily result in a forfeiture of the partner’s interest or deprive him of his right to an accounting. When a partner wrongfully withdraws he is entitled to the value of his interest, less the damages caused by him. [Citation.]” The B.K.K. court’s use of the phrase “does not necessarily” does not imply that forfeitures may be appropriate. It appears clear against the context of the opinion that the court was alluding to the fact that the partnership agreement itself might include a forfeiture provision and that the trial court might properly have refused an accounting on that basis. Thus, the court said, “[defendant requested the trial court to make explicit findings as to the terms of the joint venture agreement, the performance of defendant under that agreement, the existence of any subsequent agreement among the parties, and the property owned by the business and the disposition of it. All those requests were refused. Without findings, this court has no way of determining whether defendant was refused an accounting on some proper factual ground, or whether it was upon some erroneous interpretation of the law.” (Id. at p. 797.)
[1059]*1059Cases in other jurisdictions hold that wrongdoing cannot justify forfeiture of a partnership account. (See Hammes v. Frank (Ind.Ct.App. 1991) 579 N.E.2d 1348, 1354; Staszak v. Romanik, supra, 690 F.2d 578, 585; Dobson v. Dobson (Tex.Ct.App. 1980) 594 S.W.2d 177, 181; Obert v. Environmental Research and Dev. Corp. (1989) 112 Wn.2d 323 [771 P.2d 340].) In Meehan v. Shaughnessy, (1989) 404 Mass. 419 [535 N.E.2d 1255], when law partners were found to have breached their fiduciary duty to their firm, the firm argued they thereby forfeited all rights to their capital contributions. The court expressly rejected that contention, holding the disloyal partners were entitled to their interest in the partnership’s reserve and capital accounts and in the partnership income earned but not distributed. The court said capital contributions “are not a form of liquidated damages to which partners can resort in the event of a breach.” (Id. at p. 1266.) And in Thomas v. Marvin E. Jewell & Co. (1989) 232 Neb. 261 [440 N.W.2d 437, 443], the court said “Thomas also claims the district court erred in denying Thomas an accounting, finding his action was barred by the ‘unclean hands’ doctrine. Nebraska law gives a dissolving partner an absolute right to an accounting regardless of the reason for the dissolution. (Neb.Rev.Stat. § 67-343 (Reissue 1986.) Thus, even if the trial court correctly determined that the dissolution was wrongful, Thomas is entitled to an accounting and to his share of the partnership assets less any damages caused by his manner of dissolution.”
There are several reasons supporting these authorities. The first is that the law abhors forfeiture. (Deutsch v. Phillips Petroleum Co. (1976) 56 Cal.App.3d 586, 592 [128 Cal.Rptr. 497]; Dobson v. Dobson, supra, 594 S.W.2d 177.) The second is that there may be no causal connection between the disloyal conduct and the forfeiture of the capital account. (Meehan v. Shaughnessy, supra, 535 N.E.2d at p. 1266.) The third is the “ownership interest is derived against the formation of the partnership and is not dependent upon a partner’s performance of duties and obligations under the agreement.” (Chapman v. Dunnegan (Mo.Ct.App. 1984) 665 S.W.2d 643, 648.)
The dissent discusses the application of the unclean hands doctrine. Neither the arbitrator nor the parties raised or argued the applicability of the doctrine of unclean hands. Thus, that issue has been forfeited. (In re Aaron B. (1996) 46 Cal.App.4th 843, 846 [54 Cal.Rptr.2d 27]; Sprague v. Equifax, Inc. (1985) 166 Cal.App.3d 1012, 1050-1055 [213 Cal.Rptr. 69]; see also, Paterno v. State of California (1999) 74 Cal.App.4th 68, 106 [87 Cal.Rptr.2d 754] [“An appellate court is not required to examine undeveloped claims, nor to make arguments for parties”].) The arbitrator did not rule that the withdrawing partners could receive no relief because of the doctrine of unclean hands. Instead he proceeded to hear the matter and then order a forfeiture. (See Moriarty v. Carlson (1960) 184 Cal.App.2d 51, 57 [7 Cal.Rptr. 282] [“manifestly unfair to apply the rule unless the person against whom it is sought to [1060]*1060be applied was apprised of the claim of ‘unclean hands’ ”].) The unclean hands doctrine would be inapplicable in any event.
The unclean hands doctrine does not apply if the inequitable conduct did not occur in the transaction to which the relief sought relates. (Pepper v. Superior Court (1977) 76 Cal.App.3d 252, 259 [142 Cal.Rptr. 759].) The alleged inequitable conduct here did not relate directly to the withdrawing partners’ capital accounts. Indeed, as noted in the arbitration award, some of the withdrawing partners had negative capital accounts.
This is not a case in which a party can be prevented against an accounting, because all the parties sought an accounting and the remaining partners conceded that the withdrawing partners were entitled to the amount of their capital accounts. In their counterdemand for arbitration, respondents Belgum, OB and Marie Belgum requested a determination of the respective interest of each present and former partner of OB. They specifically requested an order “Directing the distribution of the assets and property of O’Flaherty & Belgum in the possession and control of its receiver, including those amounts determined by the arbitrator to be owed ... to the partners of O’Flaherty & Belgum in accordance with the arbitrator’s determination of their respective interests in the assets and property of the partnership.” Also, in a filing before the receivership court, Belgum, in requesting a discharge of the receiver said, “the withdrawing partners’ sole interest in O&B assets is a right to return of their capital accounts.”
The doctrine of unclean hands is applied to “leave the plaintiff in the position in which he is situated when he seeks the assistance of the court” (Rosenfeld v. Zimmer (1953) 116 Cal.App.2d 719, 722 [254 P.2d 137]), not to punish a plaintiff. And the doctrine of unclean hands “must not be applied where to do so would create an injustice. [Citation.] It is neither proper nor necessary to sacrifice justice in order to vindicate the honor of the court.” (Hill v. Younkin (1969) 274 Cal.App.2d 880, 883 [79 Cal.Rptr. 509].) Here, unclean hands, if applied, would result in a forfeiture, in addition to damages and punitive damages—a manifest injustice. The award imposes upon certain parties a significant economic burden. The application of unclean hands to effect a forfeiture is inconsistent with “the Anglo-American legal maxim that ‘equity abhors a forfeiture’ [and] the law ‘traditionally disfavors forfeitures ....’” (People v. Far West Ins. Co. (2001) 93 Cal.App.4th 791, 795 [113 Cal.Rptr.2d 448].)
Dickson, Carlson & Campillo v. Pole (2000) 83 Cal.App.4th 436, 448, footnote 8 [99 Cal.Rptr.2d 678] did not reach the unclean hands issue in a partnership dispute. Instead, the court held that there “was no legal basis to deny all relief under the ‘do equity’ doctrine” in connection with a law [1061]*1061partnership dispute and accounting action. Cases that suggest that the doctrine of unclean hands can be a defense to an action for an accounting are not applicable because here the withdrawing parties seek, and are entitled to, that to which they have a legal right under the explicit terms of the partnership agreement, notwithstanding their conduct. (See Thomas v. Marvin E. Jewell & Co., supra, 440 N.W.2d at p. 443.)
The arbitrator exceeded his power and jurisdiction not to “grant any remedy which is either prohibited by the terms of this [partnership] agreement” or to “grant any remedy which is either prohibited by this term of this [Partnership] Agreement, or not available in a court of law.” “An arbitrator exceeds his powers when he acts without subject matter jurisdiction . . . fashions a remedy that is not relatively related to the contract... or selects a remedy not authorized by law. [Citations.] In other words, an arbitrator exceeds his powers when he acts in a manner not authorized by the contract or by law.” (Jordan v. Department of Motor Vehicles, supra, 100 Cal.App.4th 431, 443.) By providing a remedy inconsistent with the provisions of the partnership agreement and specifically in contradiction to the partnership agreement provision that the arbitrator has no power to order a remedy prohibited by the agreement or not available in a court of law, the arbitrator in effect awarded “a remedy expressly forbidden by the arbitration agreement.” (Advanced Micro Devices, Inc. v. Intel Corp., supra, 9 Cal.4th at p. 381.) In view of the arbitrator’s acts in excess of his power and jurisdiction, the warnings in Moncharsh v. Heily & Blase (1992) 3 Cal.4th 1 [10 Cal.Rptr.2d 183, 832 P.2d 899] and Advanced Micro Devices, Inc. v. Intel (1994) 9 Cal.4th 362 [36 Cal.Rptr.2d 581, 885 P.2d 994] concerning the limitations on judicial power over arbitration awards are not applicable.
3. Effect of Receiver
The receivership court appointed an “all-purpose” receiver to manage the business of OB, a partnership in dissolution. The January 1998 order appointing the receiver specifically provided that, “[t]he Receiver is vested with all the usual powers, rights and duties of Receivers appointed by this Court or otherwise defined by statute.” (Italics added.) The order further defined the scope of the receiver’s powers by directing that the receiver will “operate and conduct the Partnership in the ordinary and usual course of its business other than practicing law” pending the resolution of the arbitration between the individual partners. (Italics added.) Nevertheless, Attorney Morgan, over the objection of the receiver, filed an action and then a counterdemand for arbitration on behalf of OB.
The trial court’s orders and rulings compelling arbitration were limited specifically to the individual partners and did not encompass OB. Moreover, [1062]*1062regardless of how the trial court ruled, only the receivership court had jurisdiction to determine all issues relating to the receivership. (See Super. Ct. L.A. County, Local Rules, rule 2.5; Glade v. Glade (1995) 38 Cal.App.4th 1441, 1449-1450 [45 Cal.Rptr.2d 695] [it is beyond the jurisdictional authority of a court in one department of a superior court to interfere with the exercise of jurisdictional power of a department to which the proceeding has been so assigned].)
In the absence of a specific order to the contrary, a receiver appointed for a dissolved partnership has the sole authority to commence an action on behalf of a dissolved partnership. (See Code Civ. Proc., § 568; Vitug v. Griffin (1989) 214 Cal.App.3d 488, 496 [262 Cal.Rptr. 588] [a receiver stands in the shoes of the owner, and is a representative of the court, creditors, and others whose claims might arise in the estate in receivership]; 2 Ballantine & Sterling, Cal. Corporation Laws (4th ed. 2003), § 307.01, pp. 14-72 [appointment of receiver for corporation “results in the suspension of the authority of its directors and officers over its business and property”]; 2 Clark on Receivers (3d ed. 1959), § 548(a), p. 889 [court appointing receiver has exclusive jurisdiction as to control over property].) An arbitrator may not encroach upon the jurisdiction of the receivership court. (Marsch v. Williams (1994) 23 Cal.App.4th 238, 246 [28 Cal.Rptr.2d 402].") The receivership is in the hands of the receiver, and “is under the control and continuous supervision of the court.” (Turner v. Superior Court (1977) 72 Cal.App.3d 804, 813 [140 Cal.Rptr. 475].)
An executor or trustee of an estate is the real party in interest for purposes of bringing a claim on behalf of those estates. (See Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group 2003), 12:6, p. 2-2.) “A receiver occupies a position generally analogous to that held by an executor in the law of probate or by a trustee in the law of bankruptcy” (Shannon v. Superior Court (1990) 217 Cal.App.3d 986, 993 [266 Cal.Rptr. 242]), and therefore, like an executor and bankruptcy trustee, who are real parties in interest over their estates, the receiver is likewise the real party in interest over the receivership estate. Because individual partners may not sue for damages to the partnership or their interests in the partnership (Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial, supra, 1 2:15.5, pp. 2-8 to 2-9), only the receiver for the partnership can maintain such claims.
In the absence of authorization of the receiver and over the receiver’s objection, Attorney Morgan did not have the power or right to prosecute any claims on behalf of OB in the arbitration, and the arbitrator did not have jurisdiction to consider OB’s claims. (See Curtis v. Kellogg & Andelson (1999) 73 Cal.App.4th 492, 506 [86 Cal.Rptr.2d 536] [trial court properly [1063]*1063sustained demurrers as to claims individually brought by debtors when the claims were the property of the bankruptcy trustee]; Anmaco, Inc. v. Bohlken (1993) 13 Cal.App.4th 891 [16 Cal.Rptr.2d 675] [trial court properly dismissed claims brought by president on behalf of a corporation, when the president did not have the power or authority to commence an action on corporation’s behalf].) The exclusive jurisdiction of the receiver to manage the affairs of OB could not be waived by anyone other than the court. (Morand v. Superior Court (1974) 38 Cal.App.3d 347, 353 [113 Cal.Rptr. 281] [when receiver was authorized to commence action against certain defendants, portion of action that included additional defendants was jurisdictionally defective].)
Although the receivership court was aware of Attorney Morgan’s actions on behalf of OB over the opposition of the receiver, the receivership court never expressly authorized or ratified such act. Rather, the receivership court expressly said it was not ruling one way or another, but would leave the matter to the Court of Appeal.
Thus, because of the receiver’s opposition and the inaction of the receivership court, the arbitrator exceeded his jurisdiction in purporting to adjudicate OB’s claims.4 That adjudication cannot be severed against the award. The arbitrator’s determination that the withdrawing partners violated OB’s rights are intertwined with findings as to other parties. The arbitrator based the award, in part, on his determination that the withdrawing partners improperly caused the appointment of the receiver. We cannot say that the presence of, and those portions of the award relating to, OB did not affect the remaining portion of the award. (See Handy v. First Interstate Bank (1993) 13 Cal.App.4th 917, 928 [16 Cal.Rptr.2d 770] [refusing to uphold a portion of an arbitration award because the “arbitrator’s determination of Continental’s rights and liabilities was closely intertwined with his findings regarding Truck’s coverage and defense obligations. For that reason, we cannot say Continental is not affected by our conclusion those matters were improperly decided in the arbitration proceeding”].) Because we cannot say what effect the adjudication of the OB claims had on the award, the entire award must be vacated. The fact that the receiver has now been discharged is of no consequence.
4. Vacation of the Award
This award that exceeds the arbitrator’s jurisdiction is not susceptible to correction under Code of Civil Procedure section 1286.6, subdivision (b) [1064]*1064because it may not “be corrected without affecting the merits of the decision upon the controversy submitted.” As noted, the unauthorized involvement of OB potentially affected other aspects of the award. Similarly, the forfeiture of the capital accounts also potentially affected the damage award. Had the capital accounts not been forfeited, an accounting would have been required. Without such an accounting, we cannot determine the amounts in the capital accounts. In vacating the award, the interim award is also vacated because an interim award, unless confirmed, is not a final award.
DISPOSITION
The judgment is reversed with directions to the trial court to vacate the arbitration award (Code Civ. Proc., § 1286.2, subd. (d)). All parties are to bear their own costs on appeal.
Armstrong, J., concurred.