that the rendering of a decision by the remaining two arbitrators complies with Article 8.11 of the Agreement.
Petitioner's other argument has more merit. Article 8.11 of the Agreement provides that "the award of the arbitrators shall be issued in accordance with a dated, written opinion, which shall set forth the tribunal's findings of fact and conclusions of law." Petitioner claims that the arbitrators' bare-bones decision failed to satisfy this requirement under any reasonable interpretation of the terms "findings of fact and conclusions of law."
The Court concurs. "Findings of fact" and "conclusions of law" are familiar terms in legal parlance with reasonably plain meanings. See, e.g., Fed. R. Civ. P. 52 (requiring that a federal court, at the conclusion of bench trial, "shall find the facts specially and state separately its conclusions of law thereon"); § 557(c) of the Administrative Procedure Act. 5 U.S.C. § 500 et seq. (requiring specific findings of fact and conclusions of law in agency decisions). Under all such rules, the touchstone is simply whether enough facts are found and enough legal principles stated so that a reviewing tribunal can ascertain the reasons for the ultimate determination. See Reich v. Newspapers of New England, 44 F.3d 1060, 1079 (1st Cir. 1995); Armstrong v. Commodity Futures Trading Commission, 12 F.3d 401, 403 (3d Cir. 1993).
In this case, the arbitrators' "findings of fact" and "conclusions of law" bearing on the complicated and technical issues before the panel were largely conclusory and unparticularized. Although the decision did reference a few facts of record, notably in regard to the "Russia Claim," most of the claims, such as those relating to La Spezia, TSI, ABB Finance Coercion, and Management Coercion, were decided without explicit reference either to facts or to law. As a result, there is no way a reasonable reviewing Court can with any confidence ascertain the reasons for the arbitrators' decisions.
In reaching this conclusion, the Court is mindful of the great deference it must accord the decisions of independent arbitrators. See Carte Blanche (Singapore) Pte. v. Carte Blanche Int'l, 888 F.2d 260, 265 (2d Cir. 1989)(citing Merrill Lynch v. Bobker, 808 F.2d 930 (2d Cir. 1986)). Had the Agreement not provided (somewhat unusually) for written findings of fact and conclusions of law, the Court would be hard-pressed to conclude that the panel's ultimate determinations were erroneous. But the provision must be given some genuine meaning or else the contracting parties are deprived of the benefit of the bargain. See Western Employers Ins. Co. v. Jefferies & Co., 958 F.2d 258, 262 (9th Cir. 1992).
Accordingly, petitioner's motion is granted, to the extent that the case is remanded to the remaining two arbitrators so that they may provide adequate "findings of fact" and "conclusions of law" in relation to the challenged (Phase II) determination. Respondent's cross-motion is denied. Clerk to enter judgment in accordance with this opinion.
JED S. RAKOFF, U.S.D.J.
Dated: New York, New York
July 15, 1997