St. John's Mercy Medical Center, Plaintiff-Appellee/cross v. John Delfino, M.D., Defendant-Appellant/cross

414 F.3d 882, 2005 U.S. App. LEXIS 13944, 2005 WL 1618787
CourtCourt of Appeals for the Eighth Circuit
DecidedJuly 12, 2005
Docket04-1672, 04-1745
StatusPublished
Cited by8 cases

This text of 414 F.3d 882 (St. John's Mercy Medical Center, Plaintiff-Appellee/cross v. John Delfino, M.D., Defendant-Appellant/cross) is published on Counsel Stack Legal Research, covering Court of Appeals for the Eighth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
St. John's Mercy Medical Center, Plaintiff-Appellee/cross v. John Delfino, M.D., Defendant-Appellant/cross, 414 F.3d 882, 2005 U.S. App. LEXIS 13944, 2005 WL 1618787 (8th Cir. 2005).

Opinion

LOKEN, Chief Judge.

Oral surgeon John Delfino appeals the portion of a judgment that partially vacates a favorable arbitration award. St. John’s Mercy Medical Center (“StJohn’s”) cross-appeals the portion that confirms the remainder of the award. The issue in both appeals is whether the arbitrator’s decision evidences manifest disregard for law. Applying the deferential standard of review *883 mandated by the Federal Arbitration Act, 9 U.S.C. § 10, we confirm the arbitrator’s award in its entirety.

I.

An employment agreement between St. John’s and Delfino provided that St. John’s would indemnify Delfino for “defense costs ... arising out of ... professional services and obligations ... described in this Agreement.” Another St. John’s physician, Arthur Misischia, served as Delfino’s assistant director. Delfino and Misischia entered into a separate agreement relating to their private practice. In 1993, St. John’s terminated Misischia, and Delfino terminated the separate agreement. Mi-sischia sued St. John’s, Delfino, and Delfi-no’s personal corporation, Delfino, P.C., alleging various tort claims, including a claim of fraud against Delfino and Delfino, P.C. relating to the separate agreement.

In October 1995, St. John’s General Counsel wrote a letter “to reflect the understandings” reached at a meeting between St. John’s and Delfino: St. John’s accepted Delfino’s tender of his defense; St. John’s agreed to indemnify Delfino (but not Delfino, P.C.) for all of Misischia’s claims except the fraud claim; St. John’s would control the defense and retain counsel to represent Delfino; and Delfino would cooperate in the defense. St. John’s retained a law firm to represent Delfino; Delfino retained the law firm of Lewis, Rice & Fingersh, L.C. (“Lewis, Rice”) to separately represent Delfino and Delfino, P.C. on the unindemnified claims. Two years later, when Delfino and St. John’s parted compány, they entered into an Employment Separation and Release Agreement providing that St. John’s would defend and indemnify Delfino in the pending Misischia case in accordance with the General Counsel’s letter. The Agreement provided that it was governed by Missouri law and that all disputes “shall be settled exclusively by binding arbitration” under the arbitration rules of the American Health Lawyers Association.

The state trial court dismissed all of Misischia’s claims against St. John’s on the eve of trial. St. John’s informed Delfino that it would not pay Delfino’s legal expenses in defending the remaining claims because he was now “unindemnified.” Delfino retained Lewis, Rice to defend Delfino and Delfino, P.C. at trial. The jury found in favor of Misischia on the fraud claim. Delfino demanded that St. John’s pay nearly $1,500,000 in sundry fees and expenses, including all of Lewis, Rice’s fees for its defense of Delfino and Delfino P.C. St. John’s refused to pay, and the matter proceeded to arbitration. The arbitrator concluded that St. John’s breached its duty to defend by refusing to reimburse Delfino for defense costs incurred after St. John’s was dismissed one month before trial. The arbitrator awarded Delfino $215,480.82 for fees paid to Lewis, Rice for services prior to the breach, and $359,861.55 for fees paid for Lewis, Rice services after the breach. The latter amount reflected a 25% discount to account for post-breach work performed exclusively on the unindemnified fraud claim. Thu's, the total award was $575,342.37.

St. John’s urged the arbitrator to reduce the award by $215,480.82, arguing that reimbursing Delfino for legal services pri- or to St. John’s breach was inconsistent with the arbitrator’s ruling that Delfino was not entitled to reimbursement for his defense of unindemnified claims. The arbitrator refused to modify the award, explaining:

[St. John’s] makes an excellent point .... [St. John’s] must take responsibility, however, for its termination of its indemnification approximately one month before the scheduled trial date.... Had Lewis, Rice not been engaged- and involved in the litigation pre *884 viously, it would have been necessary for that firm to go back and relearn all of the events which had transpired previously in the lawsuit.

St. John’s then petitioned the district court to vacate the award under the Federal. Arbitration Act. Delfino moved to,confirm. St. John’s argued that the arbitrator manifestly disregarded the law by awarding damages for expenses incurred prior to the breach. Applying Missouri law, the district court agreed, concluding that the arbitrator had violated “one of the most bedrock principles of contract law,” namely, that the purpose of contract damages “is to restore the plaintiff to the position he would have enjoyed had the defendant not breached the contract.” Therefore, the district court vacated that portion of the award. However, the court rejected St. John’s contention that the arbitrator manifestly disregarded the law by awarding Delfino damages for post-breach expenses paid by Delfino, P.C. and confirmed the award of $359,861.55 for Lewis, Rice’s post-breach services. Both parties appeal.

II.

Our review of an arbitration award under the Federal Arbitration Act is exceedingly limited and deferential. Section 10(a) of the Act provides four statutory grounds for vacating an award, none of which is at issue in this case. In addition, drawing on dicta in two Supreme Court cases, this court and most other circuits have said that an award may be vacated if it “evidences manifest disregard for law.” Kieman v. Piper Jaffray Cos., 137 F.3d 588, 594 (8th Cir.1998) (quotation omitted). However, while we have frequently referred to this doctrine, we have emphasized that it is “extremely narrow.” Hoffman v. Cargill, Inc., 236 F.3d 458, 461 (8th Cir.2001). In the only reported decision where we granted relief on this ground, we held that, “[wjhere an arbitration panel cites relevant law, then proceeds to ignore it, it is said to evidence a manifest disregard for the law.” Gas Aggregation Servs., Inc. v. Howard Avista Energy, LLC, 319 F.3d 1060, 1069 (8th Cir.2003). That holding states the limits of the doctrine in this circuit. Thus, St. John’s “bears the burden of proving that the arbitrators were fully aware of the existence of a clearly defined governing legal principle, but refused to apply it, in effect, ignoring it.” Stark v. Sandberg, Phoenix & von Gontard, 381 F.3d 793, 802 (8th Cir.2004). 1

St. John’s argues, and the district court agreed, that the arbitrator’s award evidences manifest disregard for the “controlling legal principle” that “only those costs and expenses that occur because of a breach can be recovered as damages for a breach.” We emphatically disagree. In the first place, the arbitrator did not cite this relevant law and then ignore it, so the manifest disregard doctrine as defined by this court does not apply. St.

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414 F.3d 882, 2005 U.S. App. LEXIS 13944, 2005 WL 1618787, Counsel Stack Legal Research, https://law.counselstack.com/opinion/st-johns-mercy-medical-center-plaintiff-appelleecross-v-john-delfino-ca8-2005.