SIGNAL Corp. v. Keane Federal Systems, Inc., 265 Va. 38

Summary

The Supreme Court of Virginia reviewed a circuit court judgment confirming an arbitration award arising from the termination of a subcontract. The court held that the arbitrators did not exceed their powers because the subcontract broadly authorized arbitration of disputes related to the parties' rights and obligations, including civil conspiracy claims. It also declined to apply a manifest-disregard-of-the-law standard and held that an argument for modifying or correcting the award was procedurally barred.

Holdings

1. The arbitrators did not exceed their powers because the subcontract broadly authorized them to resolve any dispute arising under or related to the subcontract concerning the parties' rights, duties, or obligations. Courts therefore may not review the merits or correctness of the arbitrators' contractual analysis.
2. The arbitrators did not exceed their powers by adjudicating the civil-conspiracy claim or awarding treble damages, and Virginia courts will not adopt manifest disregard of the law as an additional ground for vacating an arbitration award.
3. SIGNAL could not obtain appellate relief based on alleged evident miscalculations or mistakes because it did not raise that argument in the circuit court.
4. The court would not consider SIGNAL's contention that the award was arbitrary and irrational because the argument was not the subject of an assignment of error.

Questions Presented

1. Whether the arbitrators exceeded their powers by allegedly applying the wrong contractual standard and rewriting the subcontract's termination and option provisions.
2. Whether the arbitrators exceeded their powers or manifestly disregarded Virginia law by awarding treble damages on the civil-conspiracy claim.
3. Whether the arbitration award should have been modified or corrected for evident miscalculations or mistakes in the description of damages.
4. Whether SIGNAL could raise on appeal arguments that were not presented to the circuit court or assigned as error.

Disposition

affirmed