Prudential-Bache Securities, Inc. v. Caporale

664 F. Supp. 72
CourtDistrict Court, S.D. New York
DecidedApril 6, 1987
Docket86 Civ. 6136 (RLC)
StatusPublished
Cited by1 cases

This text of 664 F. Supp. 72 (Prudential-Bache Securities, Inc. v. Caporale) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Prudential-Bache Securities, Inc. v. Caporale, 664 F. Supp. 72 (S.D.N.Y. 1987).

Opinion

OPINION

ROBERT L. CARTER, District Judge.

In this diversity action, plaintiff Prudential-Bache Securities Inc. (“Pru-Bache”) seeks to vacate a decision reached by a panel of arbitrators to whom the company had referred claims it alleged against defendant Anthony Caporale, a former employee. Presently before the court are the parties’ cross-motions for summary judgment.

BACKGROUND

On or about June 1, 1984, Pru-Bache hired Caporale as an account executive in its Red Bank, New Jersey office. To lure Caporale away from a competitor, Pru-Bache agreed to lend him $50,122. Caporale executed a promissory note providing for repayment in three consecutive annual payments of $16,707. See Davidson Affidavit, Exhibit F at 3-4. In addition, the company and Caporale entered into an employment agreement which sets out a commission-based compensation package, as well as the “additional compensation” of three annual payments equal to the amounts due on the note. Id. at 1-2.

The note and employment agreement both set forth the parties’ obligations in the event that Caporale’s employment ended within three years. The note makes the balance due on the debt payable upon demand if the employment relationship ends before three years elapse. The employment agreement provides that should Caporale’s “employment be terminated either voluntarily or involuntarily before June 1, 1987,” he “would not be entitled to the additional compensation [equal to the payments due on the note] after the date of termination.” Id. at 1-2. It also provides that should he be terminated, the additional compensation payments would be accelerated, unless he was terminated “for cause,” in which case those monies would be forfeited. The agreement defines termination for cause in some detail. See id. at 2. 1

*74 On July 8, 1985, Pru-Bache terminated Caporale after he refused to make payment on the note, allegedly because he objected to the manner in which Pru-Bache had computed withholdoing taxes on his additional compensation. See Plaintiff’s Memorandum at 4. After Caporale refused the company’s demand that he pay the $33,414 (plus interest) that remained to be paid on the note, Pru-Bache filed an arbitration claim with the Director of Arbitration of the New York Stock Exchange. Caporale answered, and interposed a counter-claim for breach of contract and wrongful termination. On July 22, 1986, in a summary opinion, the arbitrators awarded Pru-Bache $34,109.73, and Caporale $216,000.

In this appeal Pru-Bache argues that the award must be overturned because the sums awarded could only have been reached by an internally inconsistent finding that Caporale was terminated both wrongfully and for cause. It argues that Caporale’s liability for $34,109.73 represents his obligation under the note, an obligation it says is only consistent with termination for cause. At the same time, it contends, the $216,000 award must result from a finding of wrongful termination. Caporale had testified at the hearing to an annualized income of $100,000; according to Pru-Bache, this explains the $216,000 as two years of compensation with interest at 8%. Pru-Bache argues that even assuming that Caporale could be required to repay the obligation on the note based on a finding of wrongful termination, he should have recovered the additional compensation owed him as well as the $216,000. It attributes an alleged absence of such additional compensation in Caporale’s award to a simultaneous, contradictory finding of termination for cause.

DISCUSSION

Under the Federal Arbitration Act, a court may vacate an arbitration award “[wjhere the arbitrators exceeded their powers, or so imperfectly executed them that a mutual, final, and definite award upon the subject matter submitted was not made.” 9 U.S.C. § 10(d). In light of the strong national policy favoring arbitration, however, courts are extremely reluctant to overturn arbitration decisions, particularly where a party appeals on the ground that the arbitrator misinterpreted a contract or some other writing. Andros Compania Maritima, S.A. v. Marc Rich & Co., 579 F.2d 691, 703 (2d Cir.1978). Courts in this circuit are bound to sustain an arbitration award “even if the arbitrator’s interpretation of the contract is clearly erroneous.” Meyers v. Parex, Inc., 689 F.2d 17, 18 (2d Cir.1982) (citing I/S Stavborg v. National Metal Converters, Inc., 500 F.2d 424, 432 (2d Cir.1974)). Only an “irrational” award may be vacated. Andros Compania Maritima, supra, 579 F.2d at 704 (citing I/S Stavborg, supra, 500 F.2d at 430 n. 12, 431)).

Pru-Bache may be correct that an arbitration award finding that an employee was terminated both wrongfully and for cause would be sufficiently irrational as to require a reviewing court to vacate the award. The court is unconvinced, however, that the arbitrators’ decision in this case suffered from this defect.

Although it may be presumed that the arbitrators found that Caporale was wrongfully terminated, nothing in the award establishes that they also found that he was dismissed for cause. The most conspicuous gap in Pru-Bache’s argument is the fact that the purported basis for Caporale’s dismissal — his alleged default on the promissory note — does not come within the employment agreement’s definition of termination for cause. 2

Pru-Bache’s argument is based on its exegesis of what the awards represent. The panel was, of course, under no obligation to explain the basis for its decision. “It is settled law in this circuit that arbitrators may render a lump sum award without disclosing their rationale for it, and that *75 when they do, courts will not inquire into the basis of the award unless they believe that the arbitrators rendered it in ‘manifest disregard’ of the law or unless the facts of the case fail to support it.” Koch Oil, S.A. v. Transocean Gulf Oil Co., 751 F.2d 551, 554 (2d Cir.1985). “If a ground for the arbitrator[s’] decision can be inferred from the facts of the case, the award should be confirmed.” Kurt Orban Co. v. Angeles Metal Systems, 573 F.2d 739, 740 (2d Cir. 1978) (quoting Sobel v. Hertz, Warner & Co., 469 F.2d 1211, 1216 (2d Cir.1972)).

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Bluebook (online)
664 F. Supp. 72, Counsel Stack Legal Research, https://law.counselstack.com/opinion/prudential-bache-securities-inc-v-caporale-nysd-1987.