Opinion
Civil No. 02-1661 (JRT/FLN)
March 31, 2003
Barry A. O'Neil, LOMMEN, NELSON, COLE, STAGEBERG, P.A., Minneapolis, MN, and Harry Kennedy, KENNEDY LAW OFFICE, Overland Park, KS, for petitioner Motion Control Corporation.
Aaron F. Biber, Steven H. Silton, and Vincent J. Ella, MANSFIELD, TANICK COHEN, P.A., Minneapolis, MN, for respondent.
MEMORANDUM OPINION AND ORDER
Motion Control Corporation ("MCC") originally filed this action in Hennepin County District Court, seeking to modify or vacate an award by an arbitrator connected with a related federal case between SICK and MCC. The matter was removed pursuant to 28 U.S.C. § 1441 and transferred to this Court. This matter is now before the Court on MCC's motion to remand this case to Hennepin County District Court and on MCC's motion to modify or vacate the arbitration award.
BACKGROUND
SICK manufactures photoelectric sensors, safety controls, bar code systems, and other products for the automobile industry. MCC is a Michigan corporation that distributes automobile parts and products. On October 5, 1998, SICK and MCC entered into a distributorship agreement (the "Agreement"), under which SICK appointed MCC as its exclusive Master Distributor of SICK products in Michigan. The Agreement defines "exclusive Master Distributor" as follows:
[T]he phrase "exclusive Master Distributor" means that SICK and Motion Control Corporation shall not, during the term of this Agreement, appoint any other Distributor or Third party sales representative for the sale of SICK Products in the Territory without mutual consent.
(Quaine 8/24/01 Aff. Ex. 1 ("Agreement") § 4.) The Agreement also provides that it can be modified only by written consent of both parties.
On August 16, 2001, SICK filed Civil Case No. 01-1496 in this Court (the "Original Action"), alleging that MCC breached the Agreement. In December 2001, the parties entered arbitration in accordance with the Agreement to determine whether SICK could terminate the Agreement for 2001-02 on the grounds of inadequate performance by MCC. Arbitrator Richard B. Solum issued his decision on April 1, 2002, and found that both parties had failed to perform aspects of the Agreement. (See O'Neill 6/17/02 Aff. Ex. 3 ("Solum I").) He also determined that the Agreement had not been terminated, and would remain in effect until 2004 so that MCC would have time to recoup some of the returns that it reasonably expected from the agreement with SICK. On April 22, 2002, MCC asked Solum to reconsider certain aspects of his ruling, and on May 6, 2002 Solum denied MCC's request. (See O'Neill 7/3/02 Aff. Ex. 13 ("Solum II").)
This was the second time that SICK and MCC had attempted to arbitrate their dispute. Before this action was filed, on September 28, 2000, SICK notified MCC that it intended to terminate the Agreement due to MCC's alleged inadequate performance. MCC demanded arbitration, and SICK's grounds for termination were presented to a panel of three arbitrators in July 2001. On August 3, 2001, the arbitrators rendered their decision, finding that MCC had failed to perform some of its obligations. The arbitrators also concluded, however, that SICK never adequately informed MCC of how to cure these violations. The arbitrators thus concluded that SICK's attempt to terminate the Agreement was not justified and that the Agreement continued in effect. (See Quaine 8/24/01 Aff. Ex. 2 ("Arbitration Panel Award").)
On June 28, 2002, MCC filed the present action in Hennepin County District Court. On July 2, 2002, SICK filed a notice of removal, removing the action to this Court. The same day, MCC filed its motion to modify or vacate the arbitration award. On July 29, MCC filed its motion to remand this action to Hennepin County District Court.
ANALYSIS
I. MCC's Motion to Remand
MCC's state court action, now removed to this Court, seeks to modify or vacate Arbitrator Solum's award of April 1, 2002. The arbitration award, of course, stems from the dispute over the Agreement that is the subject of the Original Action, in which dispositive motions are currently pending before this Court. SICK removed the present action, claiming that it is intrinsically related to the Original Action and on the basis of diversity of citizenship.
MCC now seeks to remand the present case, arguing that SICK cannot point to any federal subject-matter jurisdiction over it. SICK contends that the cases are so interdependent that the Court may hear this action under the doctrine of ancillary jurisdiction. MCC argues that this Court has no jurisdiction over this action because SICK, the defendant here, is a resident of Minnesota. The removal statute provides that only defendants who are not residents of the forum state may remove cases that are based only upon diversity of citizenship. 28 U.S.C. § 1441(b). MCC thus contends that the removal statute is not satisfied.
The doctrine of ancillary jurisdiction "recognizes federal courts' jurisdiction over some matters (otherwise beyond their competence) that are incidental to other matters properly before them." Kokkonen v. Guardian Life Ins. Co. of America, 511 U.S. 375, 378 (1994). The U.S. Supreme Court held in Kokkonen that federal courts may exercise ancillary jurisdiction for two "separate, though sometimes related, purposes: (1) to permit disposition by a single court of claims that are, in varying respects and degrees, factually interdependent . . . and (2) to enable a court to function successfully, that is, to manage its proceedings, vindicate its authority, and effectuate its decrees." Id. at 379-80. The Court finds that this doctrine grants it jurisdiction over the present action. MCC contends that ancillary jurisdiction is unavailing because the case was improperly removed based on diversity. However, SICK's notice of removal was not based solely on diversity. SICK's first ground for removal was that this action is essentially an incidental motion to the Original Action, and was improperly filed as an independent action in Minnesota court. (See Notice of Removal ¶ 3.)
This action, though styled as a suit by MCC against SICK, essentially seeks to modify or overturn the award by Arbitrator Solum — an arbitration conducted in coordination with the Original Action. The subjects that Arbitrator Solum addressed in his decision are intrinsically related to the matters now before this Court in that case. Moreover, this Court has already involved itself in arbitration matters, as Magistrate Judge Noel has recently addressed SICK's motion to compel arbitration in the Original Action. MCC has not previously indicated that it believes this Court is without jurisdiction over the arbitration.
The Court can foresee many difficulties in allowing these actions — which deal with the same substance — to proceed in separate courts. Arbitrator Solum's decision and award is intricately tied up with questions of breach of contract, the very questions that are now before this Court in the Original Action. Permitting another court to exercise jurisdiction over these same issues could threaten this Court's ability to "execute, or to guarantee eventual executability of, [its] federal judgment" in that related case. Peacock v. Thomas, 516 U.S. 349, 357 (1996); Deretich v. City of St. Francis, Nos. 97-3925, 97-2497, 1998 WL 327207 at *1 (8th Cir. June 19, 1998). In filing claims and counterclaims before this Court in the Original Action, both SICK and MCC "clearly contemplated that judgment on the arbitrators' award would be entered in the federal court where they already were and properly so by reason of diversity of citizenship." Hetherington Berner, Inc. v. Melvin Pine Co., Inc., 256 F.2d 103, 107 (2d Cir. 1958). The Court is puzzled why MCC would seek to complicate this case by taking matters properly before this Court to a state venue, and the Court finds no justification or legal basis for it. Although SICK suggests that MCC's motives were in bad faith and seeks Rule 11 sanctions, the Court has not seen sufficient evidence of bad faith and declines to impose sanctions. However, the Court does find that the present action is factually interdependent with the Original Action, and that the Court would not be able to properly manage its proceedings or effectuate its decrees in that case if this action proceeded in a separate court. Therefore, the Court finds that it has ancillary jurisdiction over this action and that it was properly removed.
II. MCC's Motion to Vacate or Modify the Arbitration Award
SICK objects to MCC's filing of its reply brief on this motion because it was filed too late to comply with Local Rule 7.1. MCC did not initially file a reply brief, but the Court requested it to do so in order to have a complete briefing on this question. Therefore, the Court excuses MCC's failure to abide by the deadlines of Local Rule 7.1, and will not strike the brief.
This motion is, in substance, the action that MCC originally filed in Hennepin County District Court, and has now filed as a motion before this Court. In his April 1, 2002 Decision and Award, Arbitrator Solum determined that both SICK and MCC had breached the Agreement, and that the Agreement had not been terminated. Arbitrator Solum further determined that MCC had significant expectations from its relationship with SICK, and it should therefore be granted time to recoup its investment. Arbitrator Solum thus ordered that the Agreement will terminate on March 31, 2004. (See Solum I at 12.) The Agreement contains no specific termination date, but rather provides for annual automatic renewal unless a party provides notice of its desire to terminate. MCC seeks to modify or vacate Arbitrator Solum's award because it claims he had no authority to issue an award that incorporated a termination date for the Agreement. MCC argues that Arbitrator Solum had a limited duty: to determine whether SICK could terminate the Agreement on grounds of inadequate performance by MCC.
A. Arbitration Award Standard of Review
The scope of judicial review of an arbitration award under Minnesota law is extremely narrow. State of Minnesota, Office of the State Auditor v. Minnesota Ass'n of Professional Employees, 504 N.W.2d 751, 755 (Minn. 1993). A court may modify an arbitration award only pursuant to Minn. Stat. § 572.20, and may vacate an award only pursuant to Minn. Stat. § 572.19. Although these statutes spell out highly specific standards for when an arbitration award may be modified or vacated, MCC argues that Minnesota should be considered to have adopted the standard under the Federal Arbitration Act ("FAA"), 9 U.S.C. § 10. The federal standard, which also provides only a narrow basis for modifying an award — though one arguably wider than in Minnesota statutes — provides that an award may be altered if the arbitrator demonstrated "manifest disregard for the law." See Missouri River Serv., Inc. v. Omaha Tribe of Nebraska, 267 F.3d 848, 854 (8th Cir. 2001). Minnesota has neither explicitly nor implicitly adopted this standard. MCC, however, contends that past decisions of some Minnesota courts should be interpreted in light of subsequent Eighth Circuit rulings to reach a conclusion that the Minnesota Supreme Court would today adopt the "manifest disregard" standard.
The Court disagrees with MCC's presumptions. MCC bases its argument on statements by lower Minnesota courts suggesting that Minnesota would blindly follow any standard that the Eighth Circuit chose to adopt on this subject. In Hunter, Keith Industries, Inc. v. Piper Capital Management Inc., 575 N.W.2d 850 (Minn.Ct.App. 1998), the Minnesota Court of Appeals declined to adopt the manifest disregard standard, noting that the Eighth Circuit had not used the manifest disregard standard "as a basis for overturning arbitration awards," and further noting that "Minnesota courts have followed federal precedent in construing section 572.19 of the Minnesota [Arbitration] Act." Id. at 855. According to MCC, this passage means that Minnesota courts would follow whatever rule the Eighth Circuit adopts. MCC claims that Hunter, Keith refrained from adopting the federal standard in 1998 only because the Eighth Circuit had not yet adopted it. MCC contends that because at least one Eighth Circuit court has now overturned an arbitration award based on the manifest disregard rule, Minnesota courts will now adopt the federal standard. See Missouri River Serv., 267 F.3d 848
MCC provides little support for its assertion that Minnesota courts will generally follow the Eighth Circuit's lead on adopting a standard for reviewing arbitration awards. This assertion rests on two authorities, neither of which support MCC's broad proposition. MCC primarily relies upon the statement in Hunter, Keith that "Minnesota courts have followed federal precedent in construing section 572.19 of the Minnesota [Arbitration] Act." Hunter, Keith, 575 N.W.2d at 855 (citing Egan Sons Co. v. Mears Park Development Co., 414 N.W.2d 785, 786 (Minn.Ct.App. 1988)). First, this case was not brought only under Minnesota state law, but was also brought under the Federal Arbitration Act. See id. at 855. In this case, no party has claimed that the FAA expressly governs the Agreement or the parties' arbitration.
Second, an examination of the case upon which Hunter, Keith relies, Egan Sons, shows that MCC may be reading too much into Hunter, Keith's statement that "Minnesota courts have followed federal precedent." Id. In fact, Egan Sons makes no such broad assertion. That case dealt solely with subdivision 1(2) of Minn. Stat. § 572.19, which provides that an arbitration award shall be vacated when "[t]here was evident partiality by an arbitrator. . . ." The court in Egan Sons simply noted that the FAA contained a similar provision. See Egan Sons, 414 N.W.2d at 786 ("The Federal Arbitration Act similarly provides for vacation of an arbitration award [w]here there was evident partiality or corruption in the arbitrators. . . .") (citation and quotation marks omitted). The Court finds that this simple statement does not support MCC's broad assertion that Minnesota courts will follow the Eighth Circuit's lead in establishing a standard for judicial review of arbitration awards.
MCC also relies upon the Minnesota Supreme Court's decision in Johnson v. Piper Jaffray, Inc., 530 N.W.2d 790 (Minn. 1995). That case, however, merely noted that the FAA governs arbitration agreements contained in a particular securities industry form. Id. at 794 ("Generally, the FAA governs the enforceability of agreements to arbitrate contained in a Uniform Application for Securities Industry Registration or Transfer, known as a Form U-4."). Clearly, this narrow holding does not support MCC's broad proposition that Minnesota courts would adopt whatever standard the Eighth Circuit approves.
MCC's argument is further undermined by several cases demonstrating that Minnesota courts have known about the Eighth Circuit's manifest disregard standard, but have explicitly refused to adopt that standard for Minnesota. First, it should be noted that, contrary to MCC's suggestion, the manifest disregard standard is not newly adopted by the Eighth Circuit. In fact, as early as 1993, the Eighth Circuit stated, "[i]t is well-settled that . . . an arbitration award will not be set aside unless it is completely irrational or evidences a manifest disregard for law." Lee v. Chica, 983 F.2d 883, 885 (8th Cir. 1993) (quotation marks omitted). Although the Eighth Circuit only recently vacated an arbitration based on this standard, Lee makes clear the Eighth Circuit has recognized the manifest disregard standard for a considerable period of time. Furthermore, several Minnesota courts have since expressly declined to adopt the manifest disregard standard, even though the Eighth Circuit had already adopted it. See, e.g., Police Officers Fed. of Minneapolis v. City of Minneapolis, No. C4-99-2041, 2000 WL 719860 at *1 (Minn.Ct.App. June 6, 2000) (declining to adopt manifest disregard standard, and holding that a Minnesota "court will vacate an arbitration award only upon proof of one or more of the grounds provided" in Minnesota statutes); Frederickson Byron, P.A. v. Piper Jaffray Inc., No. C8-98-1450, 1999 WL 43523 at *1 (Minn.Ct.App. Feb. 2, 1999).
The Court concludes that MCC has no basis to claim that the Minnesota Supreme Court would adopt the manifest disregard standard for reviewing arbitration awards. This Court, in applying Minnesota law, will therefore apply only the standards articulated in the relevant sections of the Minnesota Uniform Arbitration Act ("MUAA"), Minn. Stat. §§ 572.19-.20.
B. Modification
The MUAA lays out two elements that must be satisfied before a court may modify an arbitration award. First, the arbitrator must have "awarded upon a matter not submitted" to him. Minn. Stat. § 572.20, subd. 1(2). Second, it must be shown that the "award may be corrected without affecting the merits of the decision upon the issues submitted." Id. MCC argues that the only issue submitted to Arbitrator Solum was whether the Agreement had been terminated, and that by adding a termination date, Solum improperly addressed matters that were not before him.
Before beginning the arbitration, both parties agreed to grant Arbitrator Solum considerable authority. The parties were on notice, and neither contested, that the arbitration would be conducted under the American Arbitration Association's rule providing that "[t]he arbitrator may grant any remedy or relief that that the arbitrator deems just and equitable. . . ." (Tibbs Ex. 8 at 1.) Furthermore, the scope of the arbitration is not as narrow as MCC portrays it. As Arbitrator Solum noted, "both parties agreed . . . that the scope of this arbitration included all matters associated with the termination of the Agreement," not simply whether the Agreement had been terminated. (Solum I at 2.) Indeed, MCC's description of the arbitration's scope does not match with the reality of what was presented to the arbitrator.
Arbitrator Solum explained that even the "seemingly simple analysis" of what the Agreement says is in fact quite murky. This is because of an "entangled . . . host of issues concerning ambiguities in critical provisions of the Agreement, and disputes concerning the related intentions of the parties." (Id. at 3.) Arbitrator Solum further explained that the parties could not even agree on what type of termination the Agreement permits, whether it "provides not only for termination grounded on inadequate performance or contractual breach, but an arguable right to a more automatic non-renewal." (Id.) This dispute and evidence, the arbitrator concluded, gave rise to "common law and equitable issues concerning reasonable opportunity for recoupment." (Id.) Finally, Arbitrator Solum noted that "both parties claim that the acts of the other cause the failures which are alleged to be the failures necessitating termination of the Agreement." (Id.) This, he concluded, required a further examination of various legal and equitable doctrines. (See id.)
The Court thus concludes that the arbitration was not confined to the narrow issue that MCC contends. MCC's contention — that the specific question of whether to impose a termination date was not submitted — avoids examining the nature of the arbitration and the evidence that was submitted. It is clear from the record and from the nature of the Agreement that a full range of issues surrounding termination of the Agreement — not just the termination itself — was submitted to Arbitrator Solum thus served as valid bases for his decision and award. Thus, the Court concludes that Arbitrator Solum did not make an award based on a matter not submitted to him.
Next, MCC contends that the award can be modified without affecting the merits of the decision upon the issues submitted. See Minn. Stat. § 572.20, subd. 1(2). MCC seeks to modify the award by removing paragraph 2, which sets the termination date as March 31, 2004. This is the second time that MCC has sought such a modification. The first request was made to Arbitrator Solum in MCC's application to modify the award. The arbitrator rejected MCC's request, stating that his decision "is an integrated one" in which one cannot "pick and choose . . . without altering the calculus underpinning the award's justness." (Solum II at 2.) Arbitrator Solum stated that his award was based upon the fact that both SICK and MCC breached aspects of the Agreement; any modification to the award would upset its balance, which was intended to do justice and provide equitable relief.
MCC contends that the award can be easily parsed because the only issue submitted was whether the Agreement was terminated. Because the question of a termination date was not submitted, MCC argues, removing the date will not disturb the arbitrator's other ruling that the Agreement was never terminated. Because the Court has determined that the issues submitted were not so limited as MCC claims, MCC's contention in this regard clearly fails. The arbitrator was faced with submission of complex and interrelated issues, and he crafted an award to specifically address those questions. To remove one part of the award would clearly undermine the effects of the decision upon the issues submitted. Therefore, the Court concludes that MCC has not met its burden of satisfying the elements of Minn. Stat. § 527.20, and its motion to modify the arbitration award must therefore be denied.
C. Vacation
Under Minnesota law, this Court may vacate an arbitration award only under a limited set of circumstances. The only one of these circumstances relevant here is when the arbitrator has exceeded his powers. MCC contends that if the award cannot be modified, it should be vacated. MCC argues that Arbitrator Solum exceeded his powers by including in his award a termination date, when the original Agreement did not contain an explicit date. According to MCC, this constitutes a reformation of the Agreement, something that the arbitrator was not empowered to do.
The full set of circumstances is as follows:
(1) The award was procured by corruption, fraud or other undue means;
(2) There was evident partiality by an arbitrator appointed as a neutral or corruption in any of the arbitrators or misconduct prejudicing the rights of any party;
(3) The arbitrators exceeded their powers;
(4) The arbitrators refused to postpone the hearing upon sufficient cause being shown therefore or refused to hear evidence material to the controversy or otherwise so conducted the hearing, contrary to the provisions of section 572.12, as to prejudice substantially the rights of a party; or
(5) There was no arbitration agreement and the issue was not adversely determined in proceedings under section 572.09 and the party did not participate in the arbitration hearing without raising the objection;
Minn. Stat. § 572.19, subd. 1.
Minnesota law requires courts to assume that an arbitrator did not exceed his powers unless there is a "clear showing" that the arbitrator was unfaithful to his obligations. EEC Property Co. v. Kaplan, 578 N.W.2d 381, 383 (Minn.Ct.App. 1998). An arbitrator's award may not be vacated even if the award was of a type that could not or would not be granted by a court. Minn. Stat. § 572.19, subd. 1; Kersting v. Royal-Milbank Ins., 456 N.W.2d 270, 274 (Minn.Ct.App. 1990). Although arbitrator's power is broad, it is not without limit; the award must draw its "essence" from the underlying contract. Ramsey County v. American Fed. of State, County Municipal Employees, Council 91, Local 8, 309 N.W.2d 785, 790 (Minn. 1981). An award will be found to draw its "essence" from the contract if it is rationally derived from the contract viewed "in light of the [contract's] language, context, and other indicia of the parties' intent, including past practice." City of St. Paul v. AFSCME Council 14, Local 2508, 567 N.W.2d 524, 526 (Minn.Ct.App. 1997).
MCC claims that inserting a termination date into the Agreement is "contrary to both law and the fundamental principles of equity" because the award "apparently grants SICK equitable relief by reforming the Agreement," even though SICK was "the party that was found to have acted in bad faith." (MCC Br. at 17.) MCC then proceeds to recite the "litany of transgressions" by SICK that were noted in the arbitrator's decision. (Id.)
MCC portrays the arbitrator's decision as entirely one-sided against SICK, yet the award is entirely in SICK's favor. This ignores Arbitrator Solum's reasoning for his decision, which he twice explained to the parties. MCC's brief also ignores the fact that Arbitrator Solum found substantial breaches of the Agreement by MCC, but that despite these breaches, found it equitable to award MCC some measure of relief. (See Solum I at 11; Solum II at 2-3.) In his memorandum denying MCC's application to modify the award, Solum rejected the argument that he was reforming the Agreement, noting that such an argument ignores MCC's breaches. Arbitrator Solum stated that although MCC date, "it can just as easily be said that the [award] simply defers for MCC's benefit what otherwise would have been a termination as of year-end 2001." (Solum II at 2.)
MCC further argues that Arbitrator Solum exceeded his authority even if the award is viewed through the lens of recoupment. MCC contends that imposing a date-certain upon which to end the recoupment unfairly rewards SICK, and is unsupported by law. This argument, however, is also based on MCC's contention that the arbitrator's award was a one-sided victory for SICK. MCC again recites the arbitrator's various findings that were not favorable to SICK, while completely ignoring its own breaches. In responding to this argument in MCC's earlier application to modify, Arbitrator Solum noted that given MCC's substantial breaches, adherence to strict legal principles could likely result in MCC receiving no relief at all. (Solum II at 2 n. 1.) He further noted that "[i]t is only when one departs from strict legal rules and looks to equitable doctrines and/or seeks to do what is just (both avenues criticized by MCC here), that MCC may have found an avenue for reprieve." (Id.)
MCC's arguments about "reformation" and recoupment fail to show that the arbitrator exceeded his authority. MCC's strongest potential argument is that Arbitrator Solum's award was contrary to law — and it has not proven this — but even such an argument would be insufficient to vacate the award. "The arbitrator `is the final judge of both law and fact,' and the award `will not be reviewed or set aside for mistake of either law or fact in the absence of fraud, mistake in applying is own theory, misconduct, or other disregard of duty.'" Hunter, Keith, 575 N.W.2d at 850 (quoting Cournoyer v. American Television Radio Co., 83 N.W.2d 409, 411 (1957)). The parties agreed to give Arbitrator Solum the power "to grant any remedy or relief that [he] deems just and equitable," and that is what he did. (Solum II at 2 (emphasis added)). MCC has not provided any evi dence that the arbitrator exceeded his grant of authority from the parties or that the award is derived from something other than the "essence" of the Agreement. Indeed, the award seems designed precisely to address the demonstrated ambiguity in the Agreement as to the parties' intentions and availability of termination. MCC's apparent willful blindness to the role its own breaches played in the arbitrator's decision might only be explained by a dissatisfaction with the result. This, however, is not sufficient to vacate an award.
Based on this analysis, the Court concludes that MCC has not met its burden under Minnesota's statutes to modify or vacate Arbitrator Solum's award. The Court will therefore deny MCC's motion.
Even if MCC is correct that Minnesota would adopt the manifest disregard standard, Arbitrator Solum's award would still be valid. "An award manifests disregard for the law where the arbitrators clearly identify the applicable, governing law and then proceed to ignore it." Missouri River Serv., Inc. v. Omaha Tribe of Nebraska, 267 F.3d 848, 855 (8th Cir. 2001). In this case, MCC claims that Solum's award of a termination date violates the intent of the Agreement, and that Solum ruled on matters not before him. The language of the agreement and the issues submitted to the Arbitrator, however, are not so clear cut.
The evidence demonstrates that crucial provisions of the Agreement are ambiguous and the parties' intentions as to termination are vague. (See Solum I at 4-7.) The record shows that given this ambiguity, as well as the parties' broad grant of authority, Arbitrator Solum did his best to interpret the parties' expectations and to fashion an equitable remedy accordingly. In order to prove manifest disregard there "must be some showing in the record, other than the result obtained, that the arbitrators knew the law and expressly disregarded it." Marshall v. Green Giant Co., 942 F.2d 539, 550 (8th Cir. 1991) (emphasis added); Hunter, Keith, 575 N.W.2d at 856. MCC has not made this showing. Although it asserts that Arbitrator Solum violated the intent of the Agreement and various legal doctrines, the evidence shows only that MCC disagrees with the arbitration's result. Therefore, even if Minnesota had adopted the federal standard for reviewing arbitration awards, this Court could not find that Arbitrator Solum demonstrated manifest disregard for the law.
ORDER
Based on the foregoing, all the records, files, and proceedings herein, IT IS HEREBY ORDERED that:
1. Petitioner Motion Control Corporation's Motion to Remand and for Payment of Costs [Docket No. 7] is DENIED.
2. Petitioner Motion Control Corporation's Motion to Modify or, in the Alternative, Vacate the Arbitration Award, [Docket No. 2] is DENIED.