DAS Health Ventures, Inc. v. Advanced Physicians, S.C.

UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF FLORIDA TAMPA DIVISION DAS HEALTH VENTURES, INC., Plaintiff, v. Case No. 8:20-cv-1804-T-60SPF ADVANCED PHYSICIANS, S.C., and DANA VALLANDIGHAM-CARTER, Defendants. ______________________________________/ ORDER GRANTING CLAIMANT’S MOTION TO CONFIRM ARBITRATION AWARD AND DENYING RESPONDENTS’ MOTION TO VAVATE AWARD This matter is before the Court on Plaintiff DAS Health Ventures, Inc.’s (“DAS”) “Claimant’s Motion to Confirm Arbitration Award,” filed on August 5, 2020. (Doc. 1). On October 7, 2020, Respondents Advanced Physicians, S.C. (“Advanced Physicians”) and its chief executive officer Dr. Dana Vallandigham-Carter filed “Respondents’ Motion to Vacate Arbitration Award & Response in Opposition to Claimant’s Motion to Confirm.” (Doc. 15). Plaintiff filed its response in opposition to the motion to vacate on October 21, 2020 (Doc. 17) and Defendant filed its reply on November 24, 2020. (Doc. 20). After reviewing the motion, response, reply, court file, and record, the Court finds as follows: Background On July 3, 2019, DAS initiated arbitration against Advanced Physicians and its CEO Dr. Dana Vallandigham-Carter. The arbitration primarily centered around the alleged breach of a contract whereby DAS agreed to provide a package of technological services to Advanced Physicians. Arbitrator Melvia Green – an experienced and highly respected former judge on Florida’s Third District Court of Appeal – issued an award in favor of DAS on all claims. Respondents now claim the award should be vacated because Arbitrator Green exceeded her powers. Legal Standard Judicial review of arbitration awards is extremely limited. See AIG Baker Sterling Heights, LLC v. Am. Multi-Cinema, Inc., 579 F.3d 1268, 1271 (11th Cir. 2009). District courts hearing arbitration appeals will not re-examine the merits or factual determinations of the underlying arbitration award. Great Am. Ins. Co. v. Moye, 733 F. Supp. 2d 1298, 1301 (M.D. Fla. 2010). “[A]s long as the arbitrator is even arguably construing or applying the contract and acting within the scope of his authority, that a court is convinced he committed serious error does not suffice to overturn his decision.” United Paperworkers Int'l Union v. Misco, Inc., 484 U.S. 29, 38 , (1987). Both federal and state law limits the scope of judicial review of arbitration decisions. The Federal Arbitration Act (“FAA”) provides that court may vacate an arbitration award only: (1) where the award was procured by corruption, fraud, or undue means; (2) where there was evident partiality or corruption in the arbitrators, or either of them; (3) where the arbitrators were guilty of misconduct in refusing to postpone the hearing, upon sufficient cause shown, or in refusing to hear evidence pertinent and material to the controversy; or of any other misbehavior by which the rights of any party have been prejudiced: or (4) where 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 (a). The Florida Arbitration Code (“FAC”) also lists grounds for vacating arbitration awards. See § 682.13, F.S. However, these grounds are “essentially the same” as those listed in the FAA. Commercial Interiors Corp. of Boca Raton v. Pinkerton & Laws, Inc., 19 So. 3d 1062 , 1064 n.2 (Fla. 5th DCA 2009). If no ground for vacatur exists, arbitration awards must be confirmed. 9 U.S.C. § 9 ; § 682.13(4), F.S. Analysis1 Respondents argue the award should be vacated because Arbitrator Green exceeded her powers. Specifically, they contend that Arbitrator Green relied on a prior course of dealing between the parties to determine whether the contract had been breached. Respondents argue this was explicitly prohibited by the contract, which stated that “[n]o course of prior dealing between [the parties] may modify, supplement, or explain any terms used in this Agreement.” (Doc. 15 at 8). In relying on this information, Respondents contend that Arbitrator Green exceeded her powers, so the award should be accordingly vacated. The Court finds these arguments unpersuasive. It is well settled that contract interpretation is generally a matter of law. Lawyers Title Ins. Corp. v. JDC (Am.) Corp., 52 F.3d 1575, 1580 (11th Cir. 1995). It is equally well established that courts may not vacate awards based on legal errors made by the arbitrator absent extraordinary circumstances. United Paperworkers Int'l Union 484 U.S. at 38 ; Commercial Interiors Corp.., 19 So. 3d at 1064 (“An award of arbitration may not be reversed on the ground that the arbitrator made an error of law.”). Such extraordinary circumstances are limited to when an award fails to “draw[] from the essence of the [parties’] agreement.” Great Am. Ins. Co., 733 F. Supp. 2d at 1302 ; see Raynor v. Fla. State Lodge, 987 So. 2d 152, 154 (1st DCA 2008). Effectively, the question becomes “whether the arbitrator arguably interpreted the parties’ contract.” Visiting Nurse Ass’n of Fla., Inc. v. Jupiter Med. Ctr., Inc., 154 So.3d 1115, 1136 (Fla. 2014). 1 In their submissions, the parties debate whether the Court should apply the vacatur grounds under the FAA or the FAC. However, the Court does not need to resolve that disagreement because it has determined the outcome is the same under either statute. Notwithstanding Respondents’ objections to Arbitrator Green’s reasoning, the award she entered meets this standard. Accordingly, it is ORDERED, ADJUDGED, and DECREED: (1) “Claimant’s Motion to Confirm Arbitration Award” (Doc. 1) is hereby GRANTED. (2) “Respondents’ Motion to Vacate Arbitration Award & Response in Opposition to Claimant’s Motion to Confirm” (Doc. 15) is hereby DENIED. (83) The arbitration award at Docs. 1-1 and 1-2 is CONFIRMED. (4) The parties are directed to confer and submit a proposed final judgment on or before January 27, 2021. If, after conferring, they cannot agree on a proposed judgment, each party may submit a separate proposal. (5) If no proposed final judgment is submitted on or before January 27, 2021, the Clerk is further directed to terminate any pending motions and deadlines, and thereafter CLOSE this case. DONE and ORDERED in Chambers, in Tampa, Florida, this 13th day of January, 2021. fr) □□□ / at C= yk -TOMBARBER i (asti‘“‘i<‘;sétsS UNITED STATES DISTRICT JUDGE Page 4 of 4