InterDigital Inc (IDCC)

[olddog967]

GAB: Thanks. Here is an abstract from the Toys R Us case that the IDCC lawyers were probably referring to. It is one of many decisions by the 2d Cir that would seem to go against Nokia's argument that the arbitrators were not correctly interpreting contract provisions As long as the arbitrators had some basis for their decision it should stand.

B. Manifest Disregard of the Agreement

Toys "R" Us also argues that the district court erred in refusing to vacate the award because the arbitrator manifestly disregarded the terms of the agreement. In particular, Toys "R" Us disputes the arbitrator's interpretation of four contract terms: (1) the termination provision; (2) the conforming stores provision; (3) the non-assignment provision; and (4) the deletion provision. We find no error.

Interpretation of these contract terms is within the province of the arbitrator and will not be overruled simply because we disagree with that interpretation. See United Steelworkers v. Enterprise Wheel & Car Corp. , 363 U.S. 593, 599 (1960). We will overturn an award where the arbitrator merely "mak[es] the right noises--noises of contract interpretation--" while ignoring the clear meaning of contract terms. In re Marine Pollution , 857 F.2d at 94 (quotation omitted). We apply a notion of "manifest disregard" to the terms of the agreement analogous to that employed in the context of manifest disregard of the law.

As to each of these contract provisions, Toys "R" Us merely takes issue with the arbitrator's well-reasoned interpretations of those provisions, and simply offers its own contrary interpretations. Toys "R" Us does not advance a convincing argument that the arbitrator manifestly disregarded the agreement. We will not overturn the arbitrator's award merely because we do not concur with the arbitrator's reading of the agreement. For the reasons stated by the district court, we find the arbitrator's interpretation of the contractual provisions supportable.