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In affirming confirmation of an arbitration award, the Fourth Circuit Court of Appeals held that confirmation does not depend on the agreement using any "magic language" authorizing confirmation, at least not where the language of the agreement, the rules it invokes, and the parties’ conduct conclusively establish the parties’ intent that any resultant award could be confirmed by a court as an enforceable judgment.
In Qorvis Communications, LLC v. Wilson, No. 07-1967, 2008 WL 5077823 (4th Cir. Dec. 3, 2008), Wilson and Qorvis entered into a consulting contract containing an arbitration agreement. After a dispute arose over the solicitation of clients for an outside venture, Qorvis terminated Wilson’s contract. The parties proceeded to arbitration without objection, and the arbitrator issued an award in favor of Qorvis. Qorvis successfully moved to confirm the award at the trial court, reducing it to a judgment.
On appeal, Wilson argued that the parties did not provide for judicial enforcement of resulting awards in their arbitration agreement, and that failure to include this provision deprived the trial court of jurisdiction to confirm the award under 9 U.S.C. § 9. The Court disagreed, holding that the parties clearly intended confirmation even though they did not include express language to that effect in their agreement.
First, the Court pointed to language in the agreement providing that binding arbitration was the exclusive means of resolving disputes. According to the Court, this invoked the Federal Arbitration Act’s (FAA) strong presumption in favor of enforcement of awards as expressed in 9 U.S.C. § 2. The Court found no authority for the proposition argued by Wilson that the "magic language" in section 9 was required in order for a court to confirm and enforce an award.
Second, the Court found the invocation of arbitral rules in the agreement evinced the intent to make any resulting award enforceable through confirmation. Because the agreement invoked rules that mention proceedings to "enforce" the award, confirmation proceedings were contemplated by the parties’ agreement and therefore available to the prevailing party.
Finally, the Court noted that neither party objected to the exercise of arbitral authority to render a binding decision until after the award was issued. According to the Court, this conduct indicated that the parties contemplated a binding result, at least until Wilson was disappointed by the award.
After summarily dismissing Wilson’s alternative arguments in support of vacatur, the Court affirmed the trial court’s confirmation order.
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