a stipulation agreeing to vacate the entire arbitration award.
Jurisdiction in this case is based on diversity of citizenship, and the transactions in question involve interstate commerce. Accordingly, the provisions of the FAA are applicable. Barbier v. Shearson Lehman Hutton, Inc., 948 F.2d 117, 120 (2d Cir. 1991).
Judicial review of an arbitration award is "extremely limited." Wall Street Associates, L.P. v. Becker Paribas Inc., 27 F.3d 845, 849 (2d Cir. 1994) (quoting Fahnestock & Co. v. Waltman, 935 F.2d 512, 516 (2d Cir.), cert. denied, 502 U.S. 942, 116 L. Ed. 2d 331, 112 S. Ct. 380 (1991)). In effect, a court may only vacate an arbitral award "if at least one of the grounds specified in 9 U.S.C. § 10 is found to exist." Barbier, 948 F.2d at 120; see also Wall Street, 27 F.3d at 849.
Section 10(a)(4) of the FAA provides in pertinent part that an arbitral award may be vacated "where the arbitrators exceeded their powers." The plaintiffs contend that the parties in this case agreed to be bound by New York law, and that the arbitrators exceeded their powers by granting an award of punitive damages in contravention of New York state law which prohibits arbitrators from awarding punitive damages. See Barbier, 948 F.2d at 121-22 (holding that arbitrators exceeded their powers by granting punitive damages where agreement provided that New York law governed, so that arbitration award of punitive damages was vacated) (citing Garrity v. Lyle Stuart, Inc., 40 N.Y.2d 354, 386 N.Y.S.2d 831, 353 N.E.2d 793 (1976) (an arbitrator has no authority to award punitive damages even where the parties agree on a punitive damages award, because private punishment is against public policy)).
The Court agrees with the plaintiffs on the issue of punitive damages. Indeed, Barbier dealt with exactly the same situation as the instant case, and is dispositive. In Barbier a customer agreement regarding securities investments -- similar to the agreement signed by Nicholson in this case -- included a choice of law provision whereby the parties agreed that New York law would govern any disputes between the customer and the brokerage house. The district court in Barbier confirmed an arbitration award of compensatory and punitive damages against the brokers, concluding that while the parties intended to be bound by New York substantive law, they did not intend for their arbitration proceeding to be governed by New York "arbitration" law. In order to reach this conclusion, the Barbier district court characterized New York law prohibiting arbitrators from awarding punitive damages as "arbitration law." See Barbier, 948 F.2d at 120.
The Second Circuit disagreed with the district court's interpretation of the parties' intentions regarding the New York choice-of-law provision and with the district court's characterization of New York law. In reversing the district court, the Second Circuit held that New York law regarding arbitration awards would be applicable to the action since it would be in accordance with the parties' choice-of-law intentions. Id. at 122.
In particular, the Second Circuit in Barbier held that because under New York law an arbitrator could not award punitive damages, any such award under an agreement containing a New York choice-of-law provision would have to be vacated on the grounds that the arbitrator has exceeded her or his authority. See id. at 122 (citing cases); accord Fahnestock, 935 F.2d at 518 (holding that the punitive damages portion of an arbitrators' award must be vacated where federal court jurisdiction in New York was based on diversity and New York law prohibited a punitive damages award); Mastrobuono v. Shearson Lehman Hutton, Inc., 20 F.3d 713 (7th Cir. 1994) (same).
In the present case, a New York choice of law provision was included in the customer agreement. Accordingly, the arbitrators could not award punitive damages and in doing so, "it is manifest that the Panel exceeded its authority". Barbier, 948 F.2d at 122. Accordingly, the Court must vacate the punitive damages portion of the award. The remaining portion of the award granting compensatory damages must remain intact, as the Court has no grounds to vacate that portion of the award. Barbier, 948 F.2d at 123.
For the foregoing reasons, it is hereby
ORDERED, that the plaintiff's motion pursuant to 9 U.S.C. § 10(a)(4) to vacate the arbitration award entitled "In the Matter of the Arbitration Between Phillip R. Nicholson, Claimant and Stratton Oakmont, Inc. and Jeffrey Honigman, Respondents", NASD Arbitration No. 92-01316, is granted to the extent that the punitive damages portion of that award against the plaintiffs Stratton and Honigman is vacated, and is denied in all other aspects. The remaining portion of the arbitration award regarding compensatory damages and the parties bearing their respective costs, including attorney's fees, are affirmed and remain in effect.
The Clerk of the Court is advised that this action closes the case.
Dated: Uniondale, New York
November 11, 1994
ARTHUR D. SPATT
United States District Judge
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