Petition for Writ of Certiorari — Quest International Monitor Service, Inc., Petitioner v. Rockwell Collins, Inc.

APPENDIX

App-i

TABLE OF APPENDICES

Appendix A

Memorandum Opinion, United States

Court of Appeals for the Ninth Circuit,

Quest International Monitor Service, Inc.

v. Rockwell Collins, Inc., No. 20-55364

(Apr. 20, 2021)...........................................App-1

Appendix B

Order (1) Granting Motion to Confirm

Arbitration Awards (Doc. 9) and (2)

Denying Petition to Vacate Arbitration

Award (Doc. 1-1), United District Court,

Central District of California, Quest

International Monitor Service, Inc. v.

Rockwell Collins, Inc., Case No.

8:19-cv-02471-JLS-KES

(Mar. 10, 2020).........................................App-4

Appendix C

Judgment, United District Court, Central

District of California, Quest International

Monitor Service, Inc. v. Rockwell Collins,

Inc., Case No. 8:19-cv-02471-JLS-KES

(Mar. 26, 2020)........................................App-13

Appendix D

Relevant Statutory Provisions...............App-15

9 U.S.C. § 12........................................App-15

Cal. Civ. Proc. Code § 1288................App-15

App-1

Appendix A

UNITED STATES COURT OF APPEALS FOR

THE NINTH CIRCUIT

________________

No. 20-55364

________________

QUEST INTERNATIONAL MONITOR SERVICE, INC., a

California corporation,

Plaintiff-Appellant

v.

ROCKWELL COLLINS, INC., a Delaware corporation,

Defendant-Appellee.

_________________

Appeal from the United States District Court

for the Central District of California

Josephine L. Staton, District Judge, Presiding

Argued and Submitted: April 12, 2021

Pasadena California

Filed: April 20, 2021

________________

MEMORANDUM *

________________

This disposition is not appropriate for publication and is not

precedent except as provided by Ninth Circuit Rule 36-3.

** The Honorable Kathryn H. Vratil, United States District

Judge for the District of Kansas, sitting by designation.

*

App-2

Before: M. SMITH and IKUTA, Circuit Judges, and

VRATIL,∗∗ District Judge.

_________________

Quest International Monitor Service, Inc.,

appeals from the district court’s grant of Rockwell

Collins, Inc.’s motion to confirm arbitration awards

and denial of Quest’s petition to vacate the

arbitration award. We have jurisdiction under 28

U.S.C. § 1291 and 9 U.S.C. § 16, and we affirm.

The district court did not err in holding that

Quest’s petition to vacate the arbitration award

was time-barred under 9 U.S.C. § 12. The

Enterprise

Commercial

Product

Support

Agreement is a contract “evidencing a transaction

involving commerce” for purposes of 9 U.S.C. § 2,

and therefore “there is a strong default

presumption that the FAA, not state law, supplies

the rules for arbitration.” Johnson v. Gruma Corp.,

614 F.3d 1062, 1066 (9th Cir. 2010) (cleaned up).

Quest did not overcome this presumption because

the contract does not “evidence a clear intent to

incorporate state law rules for arbitration.” Id.

(cleaned up). Therefore, the California arbitration

rules, Cal. Civ. Proc. Code §§ 1280–1294.4, are not

applicable here. “[W]here the FAA’s rules control

arbitration proceedings, a reviewing court must

also apply the FAA standard for vacatur,” Johnson,

614 F.3d at 1067, including the three-month

limitation period for filing a petition for vacatur.

App-3

Quest’s reliance on the rule that federal

courts apply state substantive law to state law

claims in diversity cases, see Erie R. Co. v.

Tompkins, 304 U.S. 64 (1938), is inapposite.

Quest’s petition for vacatur of an arbitration award

under the FAA does not concern any “rights and

obligations . . . created by one of the States.” Guar.

Tr. Co. of N.Y. v. York, 326 U.S. 99, 101 (1945).

Therefore, neither Erie nor California’s statute of

limitations for vacating arbitration awards, see Cal.

Civ. Proc. Code § 1288, applies here. The FAA’s

limitation period for petitioning for vacatur

controls. See Johnson, 614 F.3d at 1067.

Quest’s request for declaratory relief, if

successful, would have the same effect as a petition

to vacate the award of the arbitration tribunal.

Accordingly, the limitations period applicable to the

petition to vacate the arbitration award also

applies to bar Quest’s request for declaratory relief.

See United Parcel Serv., Inc. v. Mitchell, 451 U.S.

56, 61–62 (1981). Because the statute of limitations

provides sufficient grounds to affirm, we do not

address Quest’s other challenges to the district

court’s alternative holdings. See Burgert v. Lokelani

Bernice Pauahi Bishop Tr., 200 F.3d 661, 663 (9th

Cir. 2000) (“The reviewing court may affirm the

dismissal upon any basis fairly supported by the

record.”).

AFFIRMED.

App-4

Appendix B

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

________________

Case No. 8:19-cv-02471-JLS-KES

QUEST INTERNATIONAL MONITOR SERVICE, INC., a

California corporation,

Plaintiff

v.

ROCKWELL COLLINS, INC., a Delaware corporation,

_________________

Defendant

Filed: March 10, 2020

________________

(IN CHAMBERS) ORDER (1) GRANTING

MOTION TO CONFIRM ARBITRATION AWARDS

(Doc. 9) AND (2) DENYING PETITION TO

VACATE ARBITRATION AWARD (Doc. 1-1)

________________

Under submission is a Motion to Dismiss

Complaint and Motion to Confirm Arbitration

Awards filed by Defendant Rockwell Collins, Inc.

(“Rockwell”). (Mot., Doc. 9; Mem., Doc. 10.) Plaintiff

App-5

Quest International Monitor Service, Inc. (“Quest”)

opposed, and Rockwell replied. (Opp’n, Doc. 21;

Reply, Doc. 25.) For the following reasons, the

Court GRANTS both motions. 1

I. BACKGROUND

“After a decade-long business relationship,” the

parties entered an “Enterprise Commercial Product

Support Agreement” (the “PSA”) on March 26,

2012. (Compl., Doc. 1-1 ¶¶ 10–11; Werner Decl. ISO

Opp’n, Doc. 22 ¶ 5.) Pursuant to the PSA, Quest

was to perform “refurbishment work for certain []

Rockwell products.” (Compl. ¶ 11.) The parties had

a dispute regarding the PSA, which, as Quest puts

it, “resulted in an arbitration proceeding with the

American Arbitration Association [(AAA)].” (Id. ¶

12.) More explicitly, Quest was the party that

instituted the arbitration. (See Partial Final

Award, Ex. C to Compl. at 066, Doc. 1-1.) At the

conclusion of the arbitration, the AAA Panel (the

“Panel”) ruled in favor of Rockwell on all claims,

awarding it $347,329.50 in attorneys’ fees. (See

Final Award, Ex. D to Compl., Doc. 1-1.) The Final

Award is dated August 22, 2019. (Id.)

On November 27, 2019, Quest filed the

Complaint in this case in Orange County Superior

Court, which Rockwell later removed to this Court.

The Complaint seeks declaratory relief or, alternatively, vacatur of the arbitration award.

1 Hereinafter, the Court collectively refers to the two motions

as the “Motion.”

App-6

(Compl. ¶¶ 19–42.) Yet, as declaratory relief, Quest

“requests a declaration that there was fraud in the

execution of the entire PSA agreement and as such

none of Quest’s claims are arbitrable[.]” (Id. ¶ 27.)

Because this is an issue Quest raised at arbitration

(see Partial Final Award at 066), Quest’s request

for declaratory relief is duplicative of its petition to

vacate the arbitration award. In other words, the

Complaint is effectively a petition to vacate the

award.

Broadly speaking, Quest takes issue with the

following aspects of the arbitration proceedings or

outcome:

1. The Panel’s determination that the PSA was

not a requirements contract. (See Compl. ¶

35.)

2. Relatedly, the Panel’s determination that the

PSA was not void as illusory. (See id. ¶ 17

(“Quest alleges that Rockwell’s position that

the PSA was not a Requirements Contract

and that it was free from any obligation

whatsoever and could act unilaterally, at its

whim, violates the doctrine of mutuality of

obligation rendering the PSA illusory and

unenforceable in its entirety.”).)

3. The Panel’s ruling on a dispositive motion in

favor of Rockwell after allegedly “taking

evidence outside the presence of all the

arbitrators and all of the parties in direct

violation of AAA Commercial Rule 34(a)”—

i.e., without a hearing. (See id. ¶ 36.)

App-7

4. The Panel’s allegedly untimely supplemental

disclosure of conflicts of interest. (See id. ¶

40.)

5. The Panel’s ruling that Quest’s attorney,

Mohammed Ghods, “would not be allowed to

testify if he continued as counsel for Quest at

the hearing[.]” (Id. ¶ 41 (emphasis added).)

On December 27, 2019, Rockwell filed the

instant Motion, in which it seeks dismissal of

Quest’s Complaint and confirmation of the

arbitration award—the same relief requested in

two different ways.2 (See Mot. at 1–2.)

II. DISCUSSION

A. Statute of Limitations

As a threshold matter, Rockwell argues that

Quest’s petition to vacate is untimely under the

Federal Arbitration Act (the “FAA”). (See Mem. at

11–12.) Quest counters that California arbitration

rules govern and therefore prescribe the statute of

limitations, under which Quest’s petition was

timely. (See Opp’n at 15–17.) The Court finds that

2 “Confirmation is a summary proceeding that converts a final

arbitration award into a judgment of the court. Once the

award is confirmed, the judgment has the same force and

effect of a judgment in a civil action and may be enforced by

the means available to enforce any other judgment.” Ministry

of Def. & Support for the Armed Forces of the Islamic Republic

of Iran v. Cubic Def. Sys., Inc., 665 F.3d 1091, 1095 n.1 (9th

Cir. 2011) (internal citation omitted).

App-8

the FAA governs the parties’ underlying

agreement. And, under the applicable statute of

limitations, Quest’s petition was untimely.

Congress enacted the Federal Arbitration Act

“to overcome courts’ reluctance to enforce

arbitration agreements.” Circuit City Stores, Inc. v.

Adams, 279 F.3d 889, 892 (9th Cir. 2002). The Act

applies

to

written

contractual

provisions

“evidencing a transaction involving commerce to

settle by arbitration a controversy thereafter

arising out of such contract[s.]” 9 U.S.C. § 2. The

threshold commerce requirement—an interstatecommerce requirement—for applicability of the

FAA is construed in favor of the Act’s applicability.

See Allied-Bruce Terminix Companies, Inc. v.

Dobson, 513 U.S. 265, 273–75 (1995). Indeed,

parties need not have contemplated an interstatecommerce connection at the time they entered the

agreement in question. Id. at 278. Rather, the

question is whether the parties’ activity or conduct

in carrying out the terms of the contract did in fact

affect interstate commerce. Id. at 277–80.

The Court concludes that the PSA, a services

agreement between an Iowa-based company and a

California-based company, is a “contract evidencing

a transaction involving commerce” within the

meaning of the FAA, such that the PSA falls within

the purview of the Act. See 9 U.S.C. § 2.

“When an agreement falls within the purview of

the FAA, there is a strong default presumption . . .

that the FAA, not state law, supplies the rules for

arbitration.” Johnson v. Gruma Corp., 614 F.3d

App-9

1062, 1066 (9th Cir. 2010) (internal quotation

marks omitted). “To overcome that presumption,

parties to an arbitration agreement must evidence

a clear intent to incorporate state law rules for

arbitration.” Id. (internal citations omitted). Here,

the parties did not do so: the PSA mentions only

Iowa law, and not in the context of rules for

arbitration. (See PSA, Ex. A to Compl. § 14.1, Doc.

1-1; see also Compl. ¶ 17 (“Iowa law that was

referenced in the PSA is in accord.”).) The FAA

therefore controls 3 and supplies the applicable

limitations period: three months from the date “the

award [wa]s filed or delivered.” See 9 U.S.C. § 12.

Quest does not disagree that, under the FAA,

the three-month deadline was November 22, 2019.

Quest filed its Complaint on November 27, 2019,

Quest’s arguments in opposition make little sense. Quest

equivocates on whether it is taking the position that the

statute of limitations prescribed in 9 U.S.C. § 12 is

substantive or procedural. (See Opp’n at 15–17.) Seeming to

momentarily land on the position that Section 12 is

procedural, Quest cites a California Court of Appeal case for

the proposition that, while “[t]he FAA’s substantive

provisions are applicable in state as well as federal court, . . .

3

the FAA’s procedural provisions apply only to proceedings in

federal court,” Judge v. Nijjar Realty, Inc., 232 Cal. App. 4th

619, 630 (2014) (alteration in original). (See Opp’n at 16.)

And, because this case was originally filed in state court,

Quest argues, the Court must not apply Section 12 here. (See

id. at 15–16.) For better or worse, the case is now in this

Court, a federal court, meaning that both substantive and

procedural FAA rules apply.

App-10

five days after the deadline. And Quest does not

invoke tolling of any sort. Quest’s petition to vacate

was therefore untimely and is denied. See Stevens

v. Jiffy Lube Int’l, Inc., 911 F.3d 1249, 1252 (9th

Cir. 2018).

B. Review of Arbitration Award

Although Quest’s untimely filing alone is

grounds for denial of its petition to vacate and

confirmation of the award, the petition would

alternatively be denied on the merits, for Quest’s

petition amounts to an impermissible attempt to

relitigate the arbitration it initiated.

Under the FAA, when a party to an arbitration

applies for confirmation of the arbitration award,

“the court must grant such an order unless the

award is vacated, modified, or corrected as

prescribed in sections 10 and 11 of [the Act].” 9

U.S.C. § 9; see also Lagstein v. Certain

Underwriters at Lloyd’s, London, 607 F.3d 634, 640

(9th Cir. 2010). The party seeking to vacate an

award bears the burden of establishing the grounds

for vacatur. U.S. Life Ins. v. Super. Nat’l Ins. Co.,

591 F.3d 1167, 1173 (9th Cir. 2010). And this

burden is a heavy one. A court may vacate an

award only where the award “was procured by

corruption, fraud, or undue means”; the arbitrator

was partial or corrupt; the arbitrator’s misconduct

prejudiced the rights of a party; or the arbitrator

exceeded her powers. See 9 U.S.C. § 10; Schoenduve

Corp. v. Lucent Techs., Inc., 442 F.3d 727, 731 (9th

Cir. 2006). “Under the [FAA], confirmation is

App-11

required even in the face of erroneous findings of

fact or misinterpretations of law.” Kyocera Corp. v.

Prudential-Bache Trade Servs., Inc., 341 F.3d 987,

997 (9th Cir. 2003) (internal quotation marks

omitted). In sum, a court’s review of an arbitration

award under the FAA “is both limited and highly

deferential.” Coutee v. Barington Capital Grp., L.P.,

336 F.3d 1128, 1132 (9th Cir. 2003) (internal

quotation marks omitted).

Having reviewed the record, the Court finds no

evidence of corruption, fraud, partiality, or undue

means; no evidence that the arbitrators “were

guilty of misconduct . . . in refusing to hear

evidence” or otherwise conducted the arbitration in

ways prejudicial to either Quest or Rockwell; and

no evidence that “the arbitrators exceeded their

powers.” See 9 U.S.C. § 10. On the contrary, the

record reveals the kind of untainted process into

which the Court may not intrude.

III. CONCLUSION

For the foregoing reasons, the Court

CONFIRMS the arbitration award and DENIES

Quest’s petition to vacate, dismissing the

Complaint.

At the conclusion of its Motion, Rockwell makes

a cursory request for attorneys’ fees and costs. (See

Mem. at 25 (“Rockwell Collins requests an Order . .

. awarding the attorneys’ fees, expenses and costs

incurred by Rockwell Collins, as authorized by

contract and law[.]”).) “Generally, litigants in the

App-12

United States pay their own attorneys’ fees,

regardless of the outcome of the proceedings.”

Staton v. Boeing Co., 327 F.3d 938, 965 (9th Cir.

2003). Rockwell does not point the Court to a

provision of the PSA or another legal basis under

which it is entitled to post-arbitration attorneys’

fees. See Fed. R. Civ. P. 54(d)(2)(B)(ii); Linley

Investments

v.

Jamgotchian,

No.

LACV1100724JAKRZX, 2014 WL 12665810, at *3

(C.D. Cal. May 13, 2014) (collecting cases in which

the court either denied or granted a postarbitration request for attorneys’ fees based on

whether the underlying arbitration agreement

provided for fees incurred in post-arbitration

proceedings). Accordingly, for the Court to consider

Rockwell’s request for post-arbitration attorneys’

fees, Rockwell must file a properly noticed motion.

Any such motion must be filed within fourteen

(14) days of the date of this Order. If Rockwell

does not have a legal basis for its attorneys’ fees

request, Rockwell must instead file a proposed

judgment within the same timeframe.

App-13

Appendix C

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

________________

Case No. 8:19-cv-02471-JLS-KES

________________

QUEST INTERNATIONAL MONITOR SERVICE, INC., a

California corporation,

Plaintiff,

v.

ROCKWELL COLLINS, INC., a Delaware corporation,

and DOES 1 through 25,

Defendant.

_________________

Filed: March 26, 2020

________________

JUDGMENT

________________

Pursuant to the Court’s Order Confirming the

Arbitration Award, and pursuant to Federal Rule of

Civil Procedure 58(a), the Court ENTERS

JUDGMENT in favor of Defendant ROCKWELL

COLLINS, INC. and against Plaintiff QUEST

INTERNATIONAL MONITOR SERVICE, INC. as

follows:

App-14

Plaintiff QUEST INTERNATIONAL MONITOR

SERVICE, INC.’s Complaint in this action is

DISMISSED with prejudice.

The Court CONFIRMS (1) the Partial Final

Award wherein the Arbitration Panel ruled in favor

of Rockwell and against Quest on all claims

asserted in Quest’s Arbitration Demand and (2) the

Final Award wherein the Arbitration Panel ruled

that (a) Quest shall recover nothing from Rockwell

on Quest’s claims and (b) Rockwell shall recover the

sum of $347,329.50 from Quest on Rockwell’s claim

for attorney’s fees and costs.

The Clerk shall tax costs in accordance with

Local Rule 54.

Dated: March 26, 2020

Honorable Josephine L. Staton

United States District Judge

App-15

Appendix D

RELEVANT STATUTORY PROVISIONS

9 U.S.C. § 12

Notice of motions to vacate or modify; service;

stay of proceedings

Notice of a motion to vacate, modify, or correct

an award must be served upon the adverse party or

his attorney within three months after the award is

filed or delivered. If the adverse party is a resident

of the district within which the award was made,

such service shall be made upon the adverse party

or his attorney as prescribed by law for service of

notice of motion in an action in the same court. If

the adverse party shall be a nonresident then the

notice of the application shall be served by the

marshal of any district within which the adverse

party may be found in like manner as other process

of the court. For the purposes of the motion any

judge who might make an order to stay the

proceedings in an action brought in the same court

may make an order, to be served with the notice of

motion, staying the proceedings of the adverse

party to enforce the award.

Cal. Civ. Proc. Code § 1288

Petition; time for service and filing

A petition to confirm an award shall be served

and filed not later than four years after the date of

App-16

service of a signed copy of the award on the

petitioner. A petition to vacate an award or to

correct an award shall be served and filed not later

than 100 days after the date of the service of a

signed copy of the award on the petitioner.