Raymond James and Associates, Inc. v. Terran Orbital Corporation

NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
RAYMOND JAMES AND ASSOCIATES,
INC.,
Petitioner-Appellee,
v.
TERRAN ORBITAL CORPORATION,
Respondent-Appellant.
No. 20-55130
D.C. No.
8:19-cv-01916-DOC-KES
MEMORANDUM*
Appeal from the United States District Court
for the Central District of California
David O. Carter, District Judge, Presiding
Submitted March 2, 2021**
Pasadena, California
Before: GRABER, HIGGINSON,*** and MILLER, Circuit Judges.
Terran Orbital Corporation appeals from the district court’s order denying its
motion to vacate and confirming an arbitration award in favor of Raymond James
* This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
** The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
*** The Honorable Stephen A. Higginson, United States Circuit Judge for
the U.S. Court of Appeals for the Fifth Circuit, sitting by designation.
FILED
MAR 9 2021
MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS

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& Associates, Inc. (RJA). We have jurisdiction under 28 U.S.C. § 1291 and 9
U.S.C. § 16(a)(1)(D). We affirm.
1. The representation of RJA by the former law firm of one of the
arbitrators does not establish “evident partiality or corruption in the arbitrators.” 9
U.S.C. § 10(a)(2). The arbitrator left his former law firm five years before the
arbitration panel was selected, and there is no evidence that he ever personally
represented RJA or that he had any interest in the firm at the time of the arbitration.
Under the circumstances, the relationship between RJA and the arbitrator’s former
firm does not give rise to a “reasonable impression of partiality.” Schmitz v. Zilveti,
20 F.3d 1043, 1047 (9th Cir. 1994). Instead, the connection is “long past,
attenuated, or insubstantial.” In re Sussex, 781 F.3d 1065, 1074 (9th Cir. 2015)
(quoting New Regency Prods., Inc. v. Nippon Herald Films, Inc., 501 F.3d 1101,
1110 (9th Cir. 2007)).
2. In any event, the arbitrator did not have actual or constructive
knowledge of the alleged conflict. The existence of a duty to investigate may
establish constructive knowledge. Schmitz, 20 F.3d at 1048–49. But the Federal
Arbitration Act does not impose a duty on arbitrators to investigate whether a
former law firm represented one of the parties in an unrelated matter in which the
arbitrator was not involved. See New Regency, 501 F.3d at 1109 (duty to
investigate arises “where an arbitrator has reason to believe that a nontrivial

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conflict of interest might exist” (quoting Applied Indus. Materials Corp. v. Ovalar
Makine Ticaret Ve Sanayi, A.S., 492 F.3d 132, 138 (2d Cir. 2007))).
Nor do the rules of the American Arbitration Association impose such a
duty. See New Regency, 501 F.3d at 1106 (independent duty to investigate may be
created by “the code of the arbitral body”). Canon II of The Code of Ethics for
Arbitrators in Commercial Disputes provides that a duty to “ascertain[] by
reasonable efforts” information regarding potential conflicts extends to
“relationships involving . . . current employers, partners, or professional or
business associates,” not past ones (emphasis added). We will not read the rules to
eliminate that express limitation. See Liteky v. United States, 510 U.S. 540, 552–53
(1994).
AFFIRMED.

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