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V5 Investments, LLC v. GoWaiter Business Holdings, LLC

Citations: 210 F. Supp. 3d 1329; 2016 U.S. Dist. LEXIS 137788; 2016 WL 5417219Docket: Case No: 6:15-cv-2065-Orl-40KRS

Court: District Court, M.D. Florida; September 28, 2016; Federal District Court

Narrative Opinion Summary

This case concerns a motion to vacate an arbitration award in a franchise dispute involving V5 Investments, LLC, its members, and GoWaiter Business Holdings, LLC along with its principal. The Plaintiffs sought vacatur under the Federal Arbitration Act, alleging that the Defendants intercepted emails between Mr. Vooris and his legal counsel, thereby prejudicing their arbitration position. The Court found that the Plaintiffs failed to demonstrate undue means as they discovered the email interception before arbitration and consented to the monitoring. Additionally, the Plaintiffs argued that the arbitrator exceeded his authority by awarding damages, but the Court deferred to the arbitrator’s interpretation of the franchise agreements, which allowed for such damages. The Court confirmed the arbitration award, finding no grounds to vacate, modify, or correct it, and instructed Defendants to submit a proposed form of judgment. The arbitrator's decision was upheld, and the Plaintiffs' objections were deemed insufficient to alter the outcome, leading to a final judgment in favor of the Defendants.

Legal Issues Addressed

Arbitrator's Authority and Interpretation of Contracts

Application: The Plaintiffs argued that the arbitrator exceeded his authority by awarding damages. The Court deferred to the arbitrator’s interpretation of the contract, which did not contradict the contract's plain language.

Reasoning: A court must defer to the arbitrator's interpretation of the contract unless it contradicts the contract's plain language.

Confirmation of Arbitration Awards

Application: The Court confirmed the arbitration award as Defendants filed their cross-motion within the required timeframe, with no valid grounds found to vacate the award.

Reasoning: The Court denied Plaintiffs’ Amended Complaint for vacatur and granted Defendants’ motion for confirmation of the arbitrator's award dated November 24, 2015.

Consent to Email Monitoring and Waiver of Privilege

Application: The Court upheld the arbitrator's finding that Mr. Vooris consented to email monitoring, thus waiving any attorney-client privilege claims regarding intercepted emails.

Reasoning: The arbitrator ruled in favor of the Defendants, determining that the email monitoring was consented to by Mr. Vooris upon accepting the terms of use.

Expectation Damages in Breach of Contract

Application: The Court affirmed that the arbitrator acted within his authority by awarding expectation damages as permitted by the franchise agreements, aiming to restore the injured party to its original position.

Reasoning: In a breach of contract action, the objective is to restore the injured party to the position it would have occupied had the breach not occurred, thereby ensuring the aggrieved party receives the benefit of its bargain.

Vacatur of Arbitration Awards under Federal Arbitration Act

Application: The Plaintiffs sought to vacate the arbitration award under the FAA, alleging misconduct in the form of intercepted emails. The Court found no grounds for vacatur as the Plaintiffs failed to demonstrate undue means.

Reasoning: Plaintiffs seek to vacate the award under the Federal Arbitration Act (FAA), which allows vacatur under four specific circumstances: corruption or fraud in obtaining the award, evident bias among arbitrators, misconduct affecting the hearing, or arbitrators exceeding their powers.