Introduction
On August 5, 2014 we critiqued (here) the Texas Supreme Court’s June 20, 2014 decision in Americo Life, Inc. v. Myer, ___ S.W.3d __, No. 12-0739, slip op. (Tex. June 20, 2014), which held that an arbitration award had to be vacated because it was made by a panel not constituted according to the parties’ agreement. Five Justices of the nine-member Court determined that the parties had agreed that party-appointed arbitrators need not be impartial, only independent. Because the American Arbitration Association (the “AAA”) had, contrary to the parties’ agreement, disqualified the challenging party’s first-choice arbitrator on partiality grounds, the panel that rendered the award was not properly constituted and thus exceeded its powers. See slip op. at 10.
The Americo award was not a legitimate by product of the parties’ arbitration agreement, and so, ruled the majority, it had to be vacated. The majority resisted a temptation that the four dissenting Justices apparently could not: “interpreting” the parties’ agreement in a hyper-technical fashion to justify confirming the award, even though that outcome, as desirable as it might otherwise seem, would have required the majority to reach a conclusion about party intent that was, at best, implausible.
Make no mistake about it, the Texas Supreme Court was faced with a tough case, and we think the majority made the right call. Had a similar issue been presented in a garden-variety contract interpretation case, we doubt it would have been such a tough case and would not be particularly surprised if the outcome would have been unanimous, not split.
What made the case so tough was that this was not only an arbitration case, but one where the interpretive issue was justiciable only at the post-award stage. The law says that should make so difference and that, in any event, subject to a few special arbitration-law rules, the Federal Arbitration Act (the “FAA”) requires courts to put arbitration agreements on the same footing as all other contracts. But in post-award practice there a number of objective and subjective considerations that not infrequently result in courts reaching decisions in favor of confirming awards based on very doubtful, and sometimes, as here, implausible, conclusions about party intent.
That did not happen in Americo, and strange as it may seem, the majority’s decision that the award had to be vacated was a very pro-arbitration decision. A majority of the Justices enforced the parties’ arbitration agreement, which is the whole point of the FAA. And by doing so, they made arbitration all the more an attractive alternative to litigation.
Today’s post examines in greater detail what transpired in Americo, including the reasoning the majority and dissent articulated in support of their conclusions, and concludes with a few parting observations.
The Americo Facts and Procedural History
Americo arose out of a 1998 purchase and sale transaction under which the respondents (collectively “Myer” or “Seller”) sold certain insurance companies to the petitioners (collectively “Americo” or “Buyer”). Under a “trailer agreement” (the “Trailer Agreement”), Buyer agreed to make additional payments to Seller based on the financial performance of the insurance companies.
The Agreement contained a broad arbitration clause (the “Arbitration Agreement”) that provided for arbitration before a panel consisting of two party-appointed arbitrators and a third arbitrator selected by the first two:
In the event of any dispute arising after the date of this Agreement among the parties hereto with reference to any transaction contemplated by this [Trailer] Agreement the same shall be referred to three arbitrators. [Buyer] shall appoint one arbitrator and [Seller] shall appoint one arbitrator and such two arbitrators to select the third. . . . Each arbitrator shall be a knowledgeable, independent businessperson or professional.
. . .
The arbitration proceedings shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association, except that Americo and Myer each shall be entitled to take discovery as provided under Federal Rules of Civil Procedure Nos. 28 through 36 during a period of 90 days after the final arbitrator is appointed and the arbitrators shall have the power to issue subpoenas, compel discovery, award sanctions and grant injunctive relief. The arbitrators shall be entitled to retain a lawyer to advise them as to legal matters, but such lawyer shall have none of the relationships to [Buyer or Seller] (or any of their Affiliates) that are proscribed above for arbitrators.
In 1998, when the parties entered into the Agreement, the AAA’s Commercial Rules (the “Commercial Rules”) provided that, absent party-agreement to the contrary, party-appointed arbitrators were not required to be neutral, and could not be disqualified for partiality or lack of independence; only the third arbitrator had to be neutral and was subject to AAA disqualification if not. The Commercial Rules also deemed governing the version of the Rules in effect at time of arbitration. Slip op. at 6-7; Dissent, slip op. at 5.
In 2005 a dispute arose between the parties and Buyer demanded arbitration. By that time the AAA had amended the Commercial Rules to provide that, absent contrary party agreement, all arbitrators (including party-appointed ones) “shall be impartial and independent. . . and . . . subject to disqualification for . . . partiality or lack of independence. . . .” Slip op. at 2-3; Commercial Rule R-17(a)(I) (2003).
Buyer appointed Ernest Figari, Jr. as its party-appointed arbitrator, but Seller contended that Figari was not impartial, and successfully moved the AAA to disqualify him. Buyer appointed a second arbitrator whom Seller also successfully persuaded the AAA to disqualify.
Seller did not object to Buyer’s third appointee and the arbitration proceeded. The panel ruled 3-0 against Buyer, awarding Seller about $26 million in allegedly outstanding balances, breach-of-contract damages and attorney fees.
Seller moved a Texas state court to confirm the award and Buyer cross-moved to vacate it. Buyer contended that, in disqualifying Figari based on partiality, the AAA did not follow the arbitrator-qualification criteria set forth in the Arbitration Agreement, which provided that “each arbitrator shall be a knowledgeable, independent businessperson or professional[,]” but did not require party-appointed arbitrators to be impartial.
The trial court vacated the award. According to the Texas Supreme Court, “[t]he trial court determined the arbitration agreement was ambiguous but ultimately agreed with Americo’s reading. . . .” Slip op. at 3.
Seller appealed to the intermediate court of appeals, which reversed, finding that Buyer had not adequately preserved its objection to Figari’s disqualification. Buyer appealed to the Texas Supreme Court, which reversed the intermediate court of appeals, finding that Buyer had preserved its objection. See Americo Life, Inc. v. Myer, 356 S.W.3d 496 (Tex. 2011) (per curiam).
On remand the intermediate court of appeals determined that the arbitration agreement, construed in conjunction with the Commercial Rules in force at the time the arbitration was commenced, unambiguously required the party appointed arbitrators to be impartial.
Buyer again appealed to the Texas Supreme Court, and in a 5-4 opinion written by Justice Jeffrey V. Brown, the Court held that “[b]ecause the AAA disqualified Americo’s first choice arbitrator for partiality, the arbitration panel was formed contrary to the express terms of the arbitration agreement[,]” “[t]he panel, therefore, exceeded its authority when it resolved the parties’ dispute[]” and, accordingly, the award had to be vacated. Slip op. at 10.
Justice Phil Johnson authored the dissent, which was joined by joined by Justice Don R. Willet, Justice Debra H. Lehrmann, and Justice Jeffrey S. Boyd.
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Americo, like so many other arbitration-law cases, turned on party intent as expressed in their agreement to arbitrate and in the arbitration rules they made part of that agreement. Both the majority and the dissent concluded that the agreement was unambiguous, but their conclusions about what the parties unambiguously intended were 180 degrees apart.
The Majority’s Rationale
The majority explained its rationale by addressing two questions and answering both in the negative:
- Did the express terms of the arbitration agreement, and not simply the parties’ incorporation of the Commercial Rules, indicate that the parties intended to require impartiality of party-appointed arbitrators?
- Did the parties’ incorporation-by-reference of the Commercial Rules, construed in conjunction with the rest of the arbitration agreement, evidence an intent to require the parties to appoint impartial arbitrators once the amended rules became effective?
See slip op. at 5 & 8.
The Express Terms of the Arbitration Agreement did not Require Party-Appointed Arbitrators to be Impartial
Apart from its incorporation of the Commercial Rules, the arbitration agreement itself neither expressly authorized parties to appoint partial arbitrators nor prohibited them from doing so. Where parties agree to tripartite arbitration featuring party-appointed arbitrators, and do not require those arbitrators to be neutral, courts presume that the parties intend that “each party appointed arbitrator [will] ordinarily advocate[] for the appointing party, and only the third arbitrator. . . [must be]. . . neutral.” Slip op. at 5-6. (citations omitted).
Here, the parties strongly reinforced that presumption by incorporating the Commercial Rules into their agreement, which in 1998 provided that “[u]nless the parties agree otherwise, an arbitrator selected unilaterally by one party is not subject to disqualification pursuant to Section 19[,]” which set forth procedures for parties to “challenge arbitrators for partiality.” Slip op. at 6-7 (citing Commercial Rules §§ 12, 19 (1996)). The Commercial Rules also reiterated FAA Section 5’s command that the parties’ agreed method of arbitration selection was to “be followed.” See slip op. at 9.
Putting aside for a moment the effect, if any, of the 2003 amendment to the Commercial Rules, the only remaining question—in view of the judicial default presumption of consent to party-appointed arbitrators, the endorsement of that presumption in the Commercial Rules in effect at the time of contracting and the terms of the Arbitration Agreement itself—was whether the parties expressly opted out of the presumption at the time they entered into their agreement—that is, did the parties expressly agree that appointed arbitrators had to be impartial? See Slip op. at 7.
The Arbitration Agreement, said the Court, “directly addressed the issue of arbitrator qualifications” by setting forth “a short list of requirements, namely that each arbitrator must be a ‘knowledgeable, independent businessperson or professional.’” Slip op. at 5. The only qualification that was even arguably related to impartiality was the requirement that arbitrators be “independent.”
Seller argued that “independent” meant the same thing as “impartial” (or at least that impartiality was a necessary attribute of independence). Dictionary definitions of “independent,” which the intermediate appellate court found persuasive, supported Seller’s argument that “independent” meant not only free from party influence or control, but also from outside, subjective influences such as partiality in favor of one party and/or bias against the other.
Buyer argued that, in the context of arbitrator qualifications, “independent” simply meant free from party control, and thus did not require impartiality, but simply proscribed the practice of appointing “arbitrators employed by or otherwise under the control of one of the parties.” Slip op. at 7. The Court said that “argument was certainly plausible,” noting that “the practice of appointing arbitrators who are somehow formally associated with the party appointing them is not unheard of[,]” and to “prevent that practice, some arbitration agreements expressly prohibit it.” See slip op. at 7 (citations omitted).
The Court rejected Seller’s argument “that ‘independent’ may be read interchangeably with ‘impartial.’” Slip op. at 5. The Court acknowledged that while “[v]arious dictionary definitions might support some overlap between the two words,” they have “distinct meanings” “when applied in the arbitration context. . . .” Slip op. at 5. “It does not follow[,]” said the Court “that an ‘independent’ arbitrator must also be impartial; indeed, an independent arbitrator could be partial or impartial.” Slip op. at 8.
The Court found that the arbitration agreement’s attorney-appointment provision (the “Attorney-Appointment Provision”)—which authorized the panel to retain an attorney to “advise [it] as to legal matters”—strongly implied that the parties intended that “independent” did not mean “impartial,” or subsume within its meaning a requirement of impartiality. Slip op. at 7-8.
The Court found the following considerations persuasive:
- The Attorney-Appointment Provision did not expressly require the panel-appointed attorney to be impartial, but provided that “such [panel-appointed] lawyer shall have none of the relationships to Americo or Myer (or any of their Affiliates) that are proscribed above for arbitrators.” (emphasis added)
- The only such “relationship” that the arbitration agreement “proscribed” “for arbitrators” was a relationship in which the arbitrator was dependent on a party, that is, one as a result of which the arbitrator was not “independent” from a party.
- The term “independent,” said the Court, “necessarily refers to a relationship — the subject is free from someone or something[,]” whereas “[i]mpartiality is a state of mind.” Slip op. at 8 (emphasis added).
- And “if we follow [the Seller’s] suggestion that ‘independent’ is synonymous with ‘impartial,’ it becomes unclear what “relationship” the agreement is attempting to proscribe.”
See slip op. at 7-8.
While the Court did not expressly say so, or at least in as many words, we think the Court likely also had in mind the following two propositions, which follow from the Court’s opinion:
- While, as the Court suggested, “independent” could, in a different context, mean free only from a state of mind (i.e., “free from. . . something,” see 3., above), or free from a state of mind and from the influence of a person (i.e., “free from someone or something,” see 3., above), the Attorney-Appointment Provision’s reference to the term as one that would “proscribe” a “relationship” between: (a) an arbitrator or the panel-appointed attorney; and (b) one of the parties, meant that the parties intended “independent” to mean only “free from someone”—not “free from something” (i.e., free from the state of mind of partiality), and not “free from someone” and “something” (i.e., free not only from the parties but also the state of mind of partiality).
- There was no reason to think that the parties intended “independent” to mean one thing when they used it to describe an arbitrator qualification, but something else when they used it to describe a panel-appointed attorney qualification. Such a conclusion is all but foreclosed by the Attorney-Appointment Provision’s express reference to the arbitrator qualification provisions (i.e, the “lawyer shall have none of the relationships [to the parties] that are proscribed above for arbitrators.”)
* * *
Summarizing the reasons why “the parties did not intend to require impartiality of party appointed arbitrators[,]” the Court emphasized that “[t]he industry norm when the parties executed their agreement was that party-appointed arbitrators were advocates, and the AAA rules in place at that time presumed such arbitrators would not be impartial unless the parties specifically agreed otherwise.” In light of the “pervasiveness of the practice, and the clear AAA presumption the parties had to rebut, we believe the parties would have done more than require its arbitrators to be ‘independent’ if they wished them to be impartial.” The two terms “are not interchangeable in this context. . . .” Slip op. at 8.
The AAA Rules did not Require Party-Appointed Arbitrators to be Impartial
The Court next considered whether the “incorporated-by-reference AAA rules on arbitrator qualifications” nevertheless evidenced party intent to require impartiality of party-appointed arbitrators. See slip op. at 8. As discussed, the Commercial Rules in effect in 1998 provided that the version in force at the time of arbitration would govern, and by the time arbitration commenced in 2005 the Commercial Rules had been amended to provide that party-appointed arbitrators on tripartite panels were presumed to be impartial, a change that reversed the presumption of party-appointed-arbitrator partiality, which was the foundation upon which the parties constructed their agreement about arbitrator qualifications.
Though there was no dispute that the express terms of the arbitration agreement were to displace the AAA rules in the event of a conflict, the specific question the Court addressed was “whether AAA rules on arbitrator qualifications can. . . supplement terms agreed on by the parties that specifically speak to the same point.” Slip op. at 8. The intermediate appellate court “reasoned that [the Commercial Rules] and the agreement ‘can be read together and harmonized to avoid any irreconcilable conflict.’” Slip op. at 8 (quoting Myer v. Americo Life, Inc., 371 S.W.3d 537, 543 (Tex. App. 2012)). The Court interpreted the intermediate appellate court’s decision to mean that “because ‘impartial’ could be added without negating any expressly chosen qualifications, it was proper to do so to effectuate all the agreement’s provisions.” Slip op. at 8-9.
But the Court said that the question whether “impartial” could be added without negating the term “independent” “cannot be end of our inquiry, or the specifically chosen terms of any agreement would be hopelessly open ended whenever outside rules are incorporated by reference.” Slip op. at 9. Quoting Szuts v. Dean Witter Reynolds, Inc., 931 F.2d 830, 832 (11th Cir. 1991), the Court said that “the specific provisions in the arbitration agreement take precedence and the arbitration rules are incorporated only to the extent that they do not conflict with the express provisions of the arbitration agreement.” Slip op. at 9 (quotation omitted).
“Conflict,” said the Court, is not “narrowly” “construe[d]” to mean simply whether the term “independent” expressly negates the term “impartial,” and whether the two terms could be “harmonized” thus “misses the point.” See slip op. at 9. If the specific terms of the agreement and “incorporated rules speak to the same point,” and “[e]ven if both can be followed without contradiction, they conflict because the parties have already addressed the matter and are not in need of gap filling from” incorporated rules. Slip op. at 9. As the Court put it, “[w]hen the agreement and incorporated rules speak to the same point, the agreement’s voice is the only to be heard.” Slip op. at 9.
The parties set forth in their agreement “a short list of arbitrator qualifications, and in doing so [the Court] must assume they spoke comprehensively.” Slip op. at 10. That short list provided that the arbitrators would be “knowledgeable” and “independent,” but did not say that they had to be “impartial,” and the Court thought the parties “meant not only what they said but also what they did not say.” Slip op. at 10 (citation omitted).
The Court acknowledged that “the parties embraced some uncertainty by adopting AAA rules that were subject to change,” but could not “conceive that they agreed to be bound by rules that would alter the express terms of their agreement.” Likewise, the Court could not “imagine they took the trouble to expressly agree on some terms if their decision to incorporate AAA rules would leave those terms open to alteration.” Slip op. at 10.
The Court thus concluded that “[t]he AAA impartiality rule conflicts with the parties’ agreement because the parties spoke on the matter and did not choose impartiality[,]” and that “[w]hen such a conflict arises, the agreement controls.” Slip op. at 10 (citation omitted). That meant that “the arbitration panel was formed contrary to the express terms of the arbitration agreement[,]” the arbitrators “exceeded their authority when [they] resolved the parties’ dispute[]” and the award thus had to be vacated. Accordingly, the Court “reverse[d] the court of appeals’ judgment and reinstate[d] the trial court’s order vacating the arbitration award.” Slip op. at 10.
The Dissent
The dissent focused on: (a) the parties’ agreement to incorporate the Commercial Rules; (b) the provision of the Commercial Rules deeming governing the rules in force at the time of arbitration; and (c) the alleged ability to give effect to party intent by “harmonizing” the express terms of the parties’ agreement with the amended Commercial Rules. The dissent argued that “the parties’ unambiguous agreement and AAA Rule R17 requiring arbitrator impartiality can be harmonized, and the parties did not expressly agree that the arbitrators could be nonneutral as they were required to do if they intended to negate the applicable AAA rules requiring impartiality.” See slip op. at 8 (Johnson, J., dissenting). “The parties,” said the dissent, “were entitled to make whatever agreement they chose, open to alteration or not[;]” “the provisions of the. . . agreement and Rule R17 can be harmonized,” and both “given effect[;] and, so harmonized, their ‘effect’ was to require party-appointed arbitrators to be impartial.” Slip op. at 8 (Johnson, J., dissenting).
Underlying the dissent’s analysis was the unstated assumption that the parties intended that all bets were off in the event that the AAA decided to amend its rules—not merely to change some aspect of arbitration procedure not otherwise addressed by their agreement—but to abrogate what the parties had decided to address specifically: arbitrator selection and qualification. There was nothing in the agreement or the incorporated Rules that even hinted at such an intent, and giving “effect” to such an “intent” would have required the Court to assume the parties intended that the key premise for the parties’ agreement about arbitrator selection was subject to change at the whim of the AAA.
A Few Parting Thoughts. . . .
The quest to confirm an award or otherwise enforce the outcome of an arbitration can be so overwhelming that sometimes courts seem to lose sight of the purposes of the FAA, which is to enforce the parties’ arbitration agreement like any other contract, not to simply enforce arbitration awards because they happen to be the end product of an arbitration. That is harmless error when, as is most often the case, an arbitration award is a legitimate byproduct of the parties’ arbitration agreement in the sense that the parties agreed to arbitrate, the dispute arbitrated was arguably within the scope of the parties’ agreement or submission, the panel was constituted according to the parties’ agreement, the arbitrators did not exceed their powers, the arbitration was not tainted by fraud, corruption or evident partiality and the arbitrators did not commit prejudicial procedural misconduct.
The likelihood that any given award is a legitimate byproduct of the parties’ agreement, combined with the importance of confirming such awards, the need to keep judicial intervention in arbitration to a minimum and the sheer volume of very iffy or even frivolous challenges to awards, understandably can cause courts to be skeptical of challenges and sometimes more inventive than perhaps they should or need to be when it comes to finding ways of rejecting them. When the issue of whether the arbitrators should be vacated turns on the meaning of their arbitration agreement as respects an issue other than the scope of what they agreed to submit to arbitration, these considerations can and sometimes do, consciously or unconsciously, lead courts to reach conclusions about party intent that may lack the degree of objectivity required by contract law. Concerns having nothing to do with party intent distort what is supposed to be an objective analysis of what the parties intended, the parties’ arbitration agreement is not given effect, arbitration is discouraged and the purposes and objectives of the FAA are thwarted.
It might well be that the dissent was influenced to some degree not only by a desire for the generally preferred outcome of confirmation, but also by a subjective preference for impartial party-appointed arbitrators. While the traditional industry arbitration practice of using partisan party-appointed arbitrators has been judicially recognized, the practice is controversial, and has been for some time. Some might think it odd that the practice of using partial party-appointed arbitrators ever developed in the first place, let alone became part of the common-law of arbitration expressed by a majority of the courts. Some might believe it is a license for parties to “game” the system or engage in other questionable conduct. Some might think decision making by a tribunal of impartial decision makers should be valued over decision making by a panel of two partial party-appointed arbitrators and a neutral arbitrator, even though both types of panels are designed to yield an impartial outcome.
Those are simply institutional predispositions against partial party-appointed arbitrators, or preferences for impartial party-appointed arbitrators. They are subjective considerations but there is nothing wrong with having them; indeed, their wide acceptance is evidenced not only in the revised AAA Rules, but also those of other leading arbitration organizations. And it would be absurd to think that judges shouldn’t have any subjective institutional predispositions or preferences about dispute resolution; they are, after all, dispute resolution experts by trade.
Perhaps some or all of the dissenting justices harbored those subjective predispositions or preferences to some extent, and perhaps they consciously or unconsciously influenced their thinking. If that is so, then there are at least three reasons why the case was one that was at risk of being decided in a way that was not as objective as contract law contemplates.
First, as we’ve said, the issue was whether an arbitration award should be vacated, and an outcome in favor of vacatur is generally disfavored, and for good reason. So even apart from any predispositions or preferences the dissent might have understandably harbored concerning non-neutral party-appointed arbitrators, the risk of subjective considerations factoring into the decision was considerable.
Second, at least in very general terms, and divorced from its idiosyncratic context, the question before the Court might be perceived to be: should an arbitration award be vacated because an arbitration administrator disqualified, as required by the then-in-effect arbitration rules, an admittedly partial party-appointed arbitrator, which caused the award to be made by a panel of three neutral arbitrators? Looked at from that perspective, and in light of the strong preference for confirmation over vacatur, an answer in favor of confirmation does not appear particularly unjust.
Third, there was at least a superficial contractual justification for an outcome permitting confirmation of the award: the parties agreed that the version of the Commercial Rules in effect at the time of the arbitration would govern. While, as the majority pointed out, and we’ve discussed here and in our prior Americo post, that interpretive path was invalid and would have yielded an unsound outcome, it was nevertheless an interpretive path that would have led to the favored outcome of confirmation.
We applaud the majority for deciding a challenging case in a way that gave effect to what the parties most likely intended when they entered into their agreement. Contract interpretation is an area of the law that places a high premium on objectivity, and institutional preferences about what agreement the decision maker thinks the parties should have entered into are not only beside the point, but undermine the purpose of the exercise: to divine subjective party intent. But Americo was one of those cases where maintaining the most objective course focused on party intent meant fighting a very strong cross-current.
At the same time, while we’ve been critical of the dissent, that criticism is not targeted at any of the dissenting Justices. We obviously do not know whether subjective concerns influenced the dissent and presumably we never will. If they did, then that reflects a reality inherent in judicial and arbitral decision making. No matter how “objectively” a rule, standard or statutory or contract provision is supposed to be interpreted and applied, the line between what is and is not subjective or objective, and the one between what admittedly subjective considerations can and cannot permissibly form part of an “objective” analysis, are both very blurry. Semantics aside, “objectivity” is at best an aspirational concept, the contours of which are, in large part, defined and shaped by considerations that are themselves at least arguably subjective.
It is easy to see how a group of experienced and intelligent judges might have thought that the importance of enforcing the parties’ desire to allow themselves to appoint partial arbitrators was outweighed by: (a) the time and money costs that the parties would have to incur to re-arbitrate a dispute that was admittedly decided by a panel of three arbitrators, at least two of which (and probably all three) were impartial; (b) the costs already incurred by the court system (including multiple appeals); (c) the likelihood that the courts will likely have to incur additional costs associated with enforcing another arbitration award if the dispute is re-arbitrated; and (d) the concern that vacating the award might discourage arbitration in general, or at least encourage future award challenges, many of which might not be as meritorious.
Those are all valid concerns, but as important as they may be, to place too much weight on them would be to “lose sight of the purpose of the exercise: to give effect to the intent of the parties.” See Stolt-Nielsen, S.A. v. AnimalFeeds Int’l Corp., 130 S. Ct. 1758, 1774-75 (2010). The majority opinion did not lose sight of the purpose of the exercise.
Americo was a hard case, but it made good law.
Tags: AAA, AAA Commercial Rules, American Arbitration Association, Americo Life Inc. v. Myer, Arbitrator Qualifications, arbitrator selection, Attorney Appointment Provision, Bias, Choice of Decision Maker, Disqualification of Arbitrators, FAA Section 10(a)(4), FAA Section 5, Federal Arbitration Act, Grounds for Vacatur, Independence, Industry Tripartite Model, Neutral, Neutral Arbitrator, Non-Neutral, Partisan Arbitrators, Party-Appointed Arbitrator, Prejudice, Presumption of Party-Appointed Arbitrator Impartiality, Presumption of Party-Appointed Arbitrator Partiality, Szuts v. Dean Witter Reynolds, Texas Supreme Court
