Kolel Beth Yechiel Mechil v. YLL et al., No. 12-3247 (2d Cir. 2013)

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Justia Opinion Summary

The parties disputed ownership of life insurance policies and, according to their contract, submitted the dispute to a rabbinical arbitration panel. The arbitration panel appointed by the parties entered an award mandating the immediate transfer of the insurance policies at issue to Kolel and appellants subsequently appealed. The court concluded that the district court properly denied vacatur based on claims of bias and corruption; properly denied vacatur based on claims of premature decision and failure to consider evidence; and properly denied appellants' motion for reconsideration. Therefore, appellants have not presented any evidence that meets the high burden of proof necessary to vacate an arbitration award, and therefore the district court properly denied their motion for vacatur and granted Kolel's motion for confirmation of that same arbitration award.

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12-3247-cv Kolel Beth Yechiel Mechil v. YLL et al. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT _________________ August Term, 2013 (Argued: May 23, 2013 Decided: August 30, 2013) Docket No. 12-3247-cv _________________ KOLEL BETH YECHIEL MECHIL OF TARTIKOV, INC., Plaintiff-Appellee, SYLVIA BEILUSH, Trustee of the Frankel Purchasing Trust, LIEBUSH FRANKEL, FRANKEL PURCHASING IRREVOCABLE TRUST, FRANKEL PURCHASING IRREVOCABLE TRUST, Consolidated-Plaintiffs-Appellees, v. YLL IRREVOCABLE TRUST, KOCHAV S.A.R.L., a Luxembourg S.A.R.L., Defendants-Appellants, MERIDIAN TRUST COMPANY, as Trustee of YLL Irrevocable Trust, WILMINGTON SAVINGS FUND SOCIETY, FSB, Defendants. ______________________ Before: POOLER and LIVINGSTON, Circuit Judges, GOLDBERG, Judge.* ____________________ * The Honorable Richard W. Goldberg, United States Court of International Trade, sitting by designation. Page 1 of 14 1 2 3 4 5 6 7 Appeal from the order of the United States District Court for the Southern District of New York (Victor Marrero, Judge), entered on July 27, 2012, denying Defendants-Appellants motion for vacatur of an arbitration award and granting Plaintiff-Appellee s motion for confirmation of that same arbitration award. Affirmed. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 Brian Dale Graifman, Gusrae Kaplan Nusbaum PLLC, New York, New York, for DefendantsAppellants. Also on the brief: Philip J. Loree, Loree & Loree, Manhasset, New York, of counsel for Defendants-Appellants. IRA S. LIPSIUS (DAVID BENHAIM, PHILLIP M. MANELA, on the brief), Lipsius-Benhaim Law, LLP, Kew Gardens, New York, for Plaintiff-Appellee. __________________________________ RICHARD W. GOLDBERG, Judge: This case involves a dispute between Plaintiff-Appellee Kolel Beth Yechiel Mechil of 22 Tartikov, Inc. ( Kolel ) and Defendants-Appellants YLL Irrevocable Trust and Kochav S.A.R.L. 23 ( Appellants ) regarding life insurance policies. The parties disputed ownership of the policies 24 and, according to their contract, submitted the dispute to a rabbinical arbitration panel. On April 25 10, 2012, the arbitration panel appointed by the parties entered an award mandating the 26 immediate transfer of the insurance policies at issue to Kolel. However, only two of the three 27 panel members signed the award, and shortly thereafter Appellants filed an action seeking a 28 temporary restraining order on enforcement of the award and followed with a motion for vacatur. 29 Kolel subsequently submitted its own motion for confirmation of the arbitration award. The 30 district court granted Kolel s motion for confirmation and denied Appellants motion for vacatur. Page 2 of 14 1 Appellants then filed a motion for reconsideration, which was also denied. Appellants appeal the district court s decision, arguing (1) that the district court 2 3 erroneously denied their motion for vacatur because the neutral arbitrator was evidently biased in 4 favor of Kolel and corrupt; (2) that the district court should have granted their motion for vacatur 5 because the arbitrator s bias resulted in a premature decision without consideration of material 6 and pertinent evidence; and (3) that the district court erroneously denied their motion for 7 reconsideration. We conclude, inter alia, that Appellants have not presented any evidence that 8 meets the high burden of proof necessary to vacate an arbitration award, and therefore the district 9 court properly denied their motion for vacatur and granted Kolel s motion for confirmation of 10 that same arbitration award. Appellants appeal of the district court s denial of their motion for 11 reconsideration is similarly unsustainable. Therefore, we AFFIRM the decisions of the district 12 court. 13 14 15 BACKGROUND A. The Underlying Dispute and Procedural History This case involves a dispute between Kolel and Appellants regarding ownership of life 16 insurance policies ( the Policies ). On March 15, 2011, Kolel sold the Policies to Appellants 17 pursuant to a written purchase agreement ( the Contract ). Under the Contract, Appellants 18 agreed to pay the premiums on the Policies, and in the event of a death of an insured, Kolel and 19 Appellants would divide the death benefits. On October 28, 2011, Kolel filed a complaint 20 alleging that Appellants had failed to pay the premiums, allowing the policies to lapse and 21 breaching the contract. In February 2012, the parties agreed to arbitrate the dispute by written 22 agreement (the Arbitration Agreement ). The Arbitration Agreement is composed of two Page 3 of 14 1 documents, the Agreement, dated January 12, 2012 and the Contract of Arbitration, dated 2 February 2012. The Arbitration Agreement provides that a panel of three rabbis ( the Panel ) 3 arbitrate the case. Each party designated a rabbi to represent it on the panel, and together the 4 parties agreed that Rabbi Shlomo Kaufman would serve as the third, neutral, arbitrator. 5 In the Arbitration Agreement, the parties agreed that they sought a speedy resolution of 6 the case within two months, and granted the Panel wide latitude in how to reach a decision. The 7 Arbitration Agreement allows the panel members to make their award based upon Din Torah, 8 compromise, settlement, or any other way they wish to reach a decision. In addition, the 9 Arbitration Agreement notes that [t]he Members of the [Panel] need not disclose, to the Parties 10 or to anyone else the . . . basis for their award . . . , the decision could be made by two of the 11 three arbitrators, and the parties waived any procedural or evidentiary rights. The panel held at 12 least seven sessions, beginning February 10, 2012, and no record was made of the proceedings. 13 On April 10, 2012, the Panel issued the Arbitration Award ( the Award ), which mandated the 14 immediate transfer of the policies to Kolel. However, only two of the arbitrators signed the 15 award: Rabbi Kaufman and Rabbi Grausz, Kolel s appointed arbitrator. Rabbi Bergman, the 16 Appellants appointed arbitrator, did not sign the award. 17 B. Action for Vacatur in the District Court 18 Shortly after the Panel issued the Award, and before the policies could be transferred to 19 Kolel, Appellants filed an action seeking a temporary restraining order enjoining enforcement of 20 the award and also an order nullifying and vacating the award. Appellants based their action 21 for vacatur on allegations that Kaufman was corrupt and partial to Kolel. Appellants submit 22 many allegations against Rabbi Kaufman; however, only one allegation is relevant because it is Page 4 of 14 1 submitted by an impartial witness and pertains to Rabbi Kauffman s actions during the 2 arbitration proceedings. Appellants claim that on March 30, 2012 prior to the issuance of the 3 award David Paneth overheard Kaufman in his office telling non-party Zisha Gelb to [t]ell 4 [the president of Kolel] that he has to give me another week and he will receive a psak [a ruling 5 or decision] in his favor. Appellants also claim that Kaufman subsequently proceeded to ice 6 out Rabbi Bergman (Appellants appointed arbitrator) from the proceedings, abruptly cut off 7 Appellants first fact witness, and rushed the panel to a premature decision before the 8 presentation of the evidence. 9 10 11 LEGAL FRAMEWORK A. Standard of Review This Court reviews a district court s decision to confirm or vacate an arbitration award de 12 novo for questions of law. Scandinavian Reins. Co. v. Saint Paul Fire & Marine Ins. Co., 668 13 F.3d 60, 71 (2d Cir. 2012). We review findings of fact for clear error. Id. We review a decision 14 to deny an evidentiary hearing for abuse of discretion. Zappia Middle E. Constr. Co. v. Emirate 15 of Abu Dhabi, 215 F.3d 247, 253 (2d Cir. 2000). This Court also reviews de novo a motion for 16 reconsideration. See Bayerische Landesbank, N.Y. Branch v. Aladdin Capital Mgmt. LLC, 692 17 F.3d 42, 52 n.4 (2d Cir. 2012) (applying a de novo, rather than abuse of discretion, standard in 18 reviewing an order denying reconsideration of an order). 19 B. Federal Arbitration Act and UN Convention 20 The role of a district court in reviewing an arbitration award is narrowly limited and 21 arbitration panel determinations are generally accorded great deference under the [Federal 22 Arbitration Act]. Tempo Shain Corp. v. Bertek, Inc., 120 F.3d 16, 19 (2d Cir. 1997). This Page 5 of 14 1 deference promotes the twin goals of arbitration, namely settling disputes efficiently and 2 avoiding long and expensive litigation. Telenor Mobile Commc ns AS v. Storm LLC, 584 F.3d 3 396, 405 (2d Cir. 2009). Consequently, the burden of proof necessary to avoid confirmation of 4 an arbitration award is very high, and a district court will enforce the award as long as there is a 5 barely colorable justification for the outcome reached. Rich v. Spartis, 516 F.3d 75, 81 (2d Cir. 6 2008) (internal quotation marks omitted). 7 Appellants argue that the award should be vacated under the Federal Arbitration Act 8 ( FAA ), 9 U.S.C. § 10(a) (2006), and the United Nations Convention on the Recognition and 9 Enforcement of Foreign Arbitral Awards (the Convention ), 9 U.S.C. §§ 201 08. A district 10 court must confirm an arbitration award unless the party seeking vacatur establishes any of the 11 limited exceptions listed in § 10(a) of the FAA. See Hall St. Assocs., LLC v. Mattel, Inc., 552 12 U.S. 576, 582 (2008). 13 Specifically, Appellants challenge the award under § 10(a)(2) of the FAA. This section 14 allows for vacatur where there was evident partiality or corruption in the arbitrators, or either of 15 them. 9 U.S.C. § 10(a)(2). Evident partiality may be found only where a reasonable person 16 would have to conclude that an arbitrator was partial to one party to the arbitration. 17 Scandinavian, 668 F.3d at 64 (internal citations omitted). Although a party seeking vacatur must 18 prove evident partiality by showing something more than the mere appearance of bias, 19 Morelite Constr. Corp. v. N.Y.C. Dist. Council Carpenters Benefits Fund, 748 F.2d 79, 83 (2d 20 Cir. 1984), [p]roof of actual bias is not required. Scandinavian, 668 F.3d at 72. Rather, 21 partiality can be inferred from objective facts inconsistent with impartiality. Id. (quoting 22 Pitta v. Hotel Ass n of N.Y.C., Inc., 806 F.2d 419, 423 n.2 (2d Cir. 1986)). A showing of evident Page 6 of 14 1 partiality must be direct and not speculative. See Sanford Home for Adults v. Local 6, IFHP, 665 2 F. Supp. 312, 320 (S.D.N.Y. 1987). Although this Court has spoken to the standard regarding 3 partiality, see Scandinavian, 668 F.3d at 64, we have not yet articulated the standard for 4 vacating an award under the corruption ground of § 10(a)(2). In Karppinen v. Karl Kiefer 5 Mach. Co., 187 F.2d 32, 34 (2d Cir. 1951), we stated that under 9 U.S.C. § 10(a), [t]he award 6 here must stand unless it is made abundantly clear that it was obtained through corruption, fraud, 7 or undue means. (internal quotation marks omitted). We therefore hold that the same standard 8 of Scandinavian applies to this case. Evidence of corruption must be abundantly clear in order to 9 vacate an award under § 10(a)(2). 10 Courts may also vacate an arbitration award when the arbitrators were guilty of 11 misconduct in refusing to postpone the hearing, upon sufficient cause shown, or in refusing to 12 hear evidence pertinent and material to the controversy. 9 U.S.C. § 10(a)(3). We have held that 13 misconduct occurs under this provision only where there is a denial of fundamental fairness. 14 Tempo Shain, 120 F.3d at 20. Thus, under our narrow construction, when a party seeks to vacate 15 an arbitration award based on evidence that is too remote an arbitration decision may not be 16 opened up to evidentiary review. Schwartz v. Merrill Lynch & Co., Inc., 665 F.3d 444, 449 (2d 17 Cir. 2011). 18 C. Motion for Reconsideration 19 A motion for reconsideration should be granted only when the defendant identifies an 20 intervening change of controlling law, the availability of new evidence, or the need to correct a 21 clear error or prevent manifest injustice. Virgin Atl. Airways, Ltd. v. Nat l Mediation Bd., 956 22 F.2d 1245, 1255 (2d Cir. 1992) (internal quotation marks omitted). Page 7 of 14 1 2 DISCUSSION There is one issue on appeal: whether there was abundantly clear evidence of 3 corruption to vacate the arbitration award under the FAA, where (1) no records of the arbitration 4 proceeding were kept; (2) all parties agreed that the arbitrators could reach their decision by any 5 legal, factual, or other basis; (3) an affidavit submitted to the district court alleged that the neutral 6 arbitrator was overheard promising one of the parties a favorable ruling; (4) the affiant testified 7 that he was threatened for making his testimony; and (5) the arbitration panel issued its ruling 8 with only two of the three arbitrators present. 9 Appellants challenge to the district court s rulings can be broken down into three distinct 10 arguments. First, Appellants claim that the district court erroneously denied their motion for 11 vacatur because the neutral arbitrator, Rabbi Kaufman, was corrupt and evidently biased in favor 12 of Kolel. Second, they argue that the district court should have granted their motion for vacatur 13 because Rabbi Kaufman s bias resulted in a premature decision without consideration of material 14 and pertinent evidence. Third, they argue that the district court erroneously denied their motion 15 for reconsideration. 16 A. The District Court Properly Denied Vacatur Based On Claims of Bias and Corruption 17 Appellants claim that the award should be vacated pursuant to § 10(a)(1) ( corruption, 18 fraud, or undue means ) or § 10(a)(2) ( evident partiality or corruption ) because Kaufman was 19 biased in favor of Kolel. In support of this claim, Appellants submit an affidavit that prior to the 20 issuance of the award, non-party David Paneth overheard Rabbi Kaufman telling non-party Zisha 21 Gelb to [t]ell [the president of Kolel] that he has to give me another week and he will receive a 22 [ruling] in his favor. Appellants also claim that Rabbi Kaufman purposely excluded Rabbi Page 8 of 14 1 Bergman (the Appellants chosen arbitrator) from the arbitration, abruptly cut off their first 2 witness (the Appellants attorney, Douglas Stein), and rushed the Panel to a premature decision 3 before the presentation of evidence. Specifically, Appellants allege that Kaufman purposely held 4 a crucial meeting on April 10, 2012, despite knowing that Rabbi Bergman was unavailable 5 because of Passover, and that Kaufman engaged in ex parte communications with Kolel on April 6 9 and 10, prior to issuance of the award, regarding preparations for transference of the Policies to 7 Kolel. 8 Appellants bear a high burden of demonstrating objective facts inconsistent with 9 impartiality. Scandinavian, 668 F.3d at 72 (quoting Pitta, 806 F.2d at 423 n.2); see also 10 Karppinen, 187 F.2d at 34 ( It goes without saying that there should be great hesitation in 11 upsetting an arbitration award. The award here must stand unless it is made abundantly clear 12 that it was obtained through corruption, fraud, or undue means. ). Because there is no 13 transcript of the arbitration proceedings, and there are few records beyond the Purchase 14 Agreement, Arbitration Agreement, and the Award, the parties rely on various affirmations to 15 support their arguments. Most of the newly discovered information that Appellants submit 16 regarding Rabbi Kaufman is either irrelevant to this proceeding, unreliable, or both. 17 Appellants offer only one affidavit that is from an individual without an obvious stake in 18 the outcome of the arbitration and with firsthand knowledge of the pertinent facts or events: that 19 of David Paneth. Paneth says that on March 30, 2012 he overheard the conversation between 20 Rabbi Kaufman and Gelb and that he knows that Gelb is a very close associate of Rabbi 21 Kaufman. Rabbi Kaufman denies that the conversation took place, states that he was in another 22 Page 9 of 14 1 part of the state (for this very arbitration) on that day, and indicates that Paneth is biased against 2 him because of another matter. 3 Even assuming that this conversation took place exactly as Paneth describes and 4 construing all facts in Appellants favor, this does not rise to the level of bias or corruption 5 necessary to vacate an arbitration award under § 10(a)(2). This conversation is not direct or 6 definite evidence of bias, see Sanford, 665 F. Supp at 320, but simply the arbitrator s statement 7 of his opinion after several arbitration proceedings. See Ballantine Books Inc. v. Capital Distrib. 8 Co., 302 F.2d 17, 21 (2d Cir. 1962) ( While it is better in most cases for arbitrators to be chary in 9 expressing any opinion before they reach their ultimate conclusion, and to avoid discussing 10 settlement, it does not follow that such expressions are proof of bias. ). 11 Appellants do not present any direct or plausible evidence, let alone any clear and 12 convincing evidence indicating why or how Rabbi Kaufman is biased toward Kolel or the nature 13 of any relationship between Kolel and Kaufman. See Sanford, 665 F. Supp. at 320 ( [I]n 14 evaluating the purported bias of an arbitrator, the courts look at: (1) the financial interest the 15 arbitrator has in the proceeding; (2) the directness of the alleged relationship between the 16 arbitrator and a party to the arbitration proceeding; (3) and the timing of the relationship with 17 respect to the arbitration proceeding. ). However, this Circuit now holds, and others agree, it 18 must be done by clear and convincing evidence. See Flexible Mfg. Sys. PTY. Ltd. v. Super 19 Prods. Corp., 86 F.3d 96, 100 (7th Cir. 1996). As the district court noted: 20 21 22 23 24 25 The affirmation of one individual as to a conversation he overheard in unclear circumstances regarding a dispute about which he had no personal knowledge does not qualify as objective evidence of impartiality. Indeed, even if the Court credits what Paneth overheard, the conversation between Kaufman and Gelb is not direct or definite evidence of bias, but merely one arbitrator s unguarded expression of his opinion after five or six arbitration proceedings. Page 10 of 14 1 2 Kolel Beth Yechiel Mechil of Tartikov, Inc. v. YLL Irrevocable Trust, 878 F. Supp. 2d 459, 466 3 (S.D.N.Y. 2012) (internal citation omitted). 4 Given that YLL has failed to show any abundantly clear evidence of corruption, we 5 affirm the district court s decision. Indeed, Appellants allegations of evident partiality are too 6 remote, uncertain, or speculative, see Sanford, 665 F. Supp. at 320, to satisfy § 10(a)(1) or (2), 7 especially since there is no record of the proceedings and the parties conflicting accounts 8 amount to little more than he-said, she-said factual disputes. See Ballantine Books, Inc., 302 9 F.2d at 21 (stating that a comment expressing a preference for an outcome, made during a 10 11 proceeding, did not show bias). The district court s denial of vacatur under § 10(a)(2) was appropriate because a 12 reasonable person would not have to conclude that Kaufman was partial to Kolel, or biased 13 against Appellants. Applied Indus. Materials Corp. v. Ovalar Makine Ticaret Ve Sanayi, A.S., 14 492 F.3d 132, 137 (2d Cir. 2007) (emphasis added); Sanford, 665 F. Supp. at 317. Furthermore, 15 Appellants have failed to show that the Award was a product of corruption, fraud, or undue 16 means under § 10(a)(1). It is not abundantly clear that the Award was procured through any 17 of these improper means. See Karppinen, 187 F.2d at 34. Appellants have failed to suggest let 18 alone to prove what, if anything, Rabbi Kaufman stood to gain or what special connection he 19 had with Kolel that would have given plausible reason to corrupt his decision. 20 21 22 23 B. The District Court Properly Denied Vacatur Based on Claims of Premature Decision and Failure to Consider Evidence 24 § 10(a)(3), because the Panel refused to hear evidence pertinent and material to the Appellants also claim that the district court should have vacated the Award pursuant to Page 11 of 14 1 controversy, and the Award therefore violated public policy and due process. 9 U.S.C. 2 § 10(a)(3). 3 It is undisputed that the Panel issued the Award on April 10, 2012 after only one witness 4 had testified at a previous hearing for less than a half hour. Appellants claim that Kaufman 5 shockingly and unilaterally interrupted the witness s testimony and stated that there was an 6 urgency to conclude certain matters. Kolel, on the other hand, states that Stein left the hearing 7 early and the parties cross-moved for summary judgment on the issue of ownership of the 8 Policies. Again, there is no transcript of the proceeding, so there is no way to be sure what 9 happened in the arbitration session. 10 Even giving full credence to Appellants portrayal of the facts, they have failed to show 11 that the Panel violated fundamental fairness in conducting the arbitration or that its ultimate 12 decision was fundamentally unfair. See Tempo Shain, 120 F.3d at 20. Arbitrators are accorded 13 great deference in their evidentiary determinations, and need not follow all the niceties 14 observed by the federal courts. Id. (quoting Bell Aerospace Co. Div. of Textron, Inc. v. Local 15 516, 500 F.2d 921, 923 (2d Cir. 1974)). [A]lthough [he] is not required to hear all the evidence 16 proffered by a party, an arbitrator must give each of the parties to a dispute an adequate 17 opportunity to present its evidence and argument. Id. at 20 (internal quotation marks omitted). 18 The Panel s decision to hear only one witness does not make the arbitration 19 fundamentally unfair. The Panel held seven or eight sessions, for more than thirty hours total, to 20 consider legal arguments from both sides before it issued the Award, and was not required to 21 hear more or any testimony to reach its determination. See Fairchild Corp. v. Alcoa, Inc., 22 510 F. Supp. 2d 280, 285 (S.D.N.Y. 2007) ( [A]rbitration proceedings require merely an Page 12 of 14 1 expeditious and summary hearing, with only restricted inquiry into factual issues. (internal 2 quotation marks omitted)). Further, the primary issue in the arbitration was one of contractual 3 interpretation, which is a question of law and would not necessarily require reference to 4 external evidence. See Feifer v. Prudential Ins. Co. of Am., 306 F.3d 1202, 1210 (2d Cir. 5 2002). The Panel listed the evidentiary bases for its decision, briefly but sufficiently. As this 6 Court has recently held, Arbitrators have substantial discretion to admit or exclude evidence. 7 LJL 33rd St. Assocs., LLC v. Pitcairn Props. Inc., __ F.3d __, 2013 WL 3927615, at *8 (2d Cir. 8 July 13, 2013). Moreover, [o]ur review is restricted to determining whether the procedure was 9 fundamentally unfair. Tempo Shain, 120 F.3d at 20 (internal quotation marks omitted). In the 10 instant case, there is no transcript or recording of the arbitration proceedings and the parties do 11 not agree on multiple disputed facts. Without a more detailed record of the proceeding, the party 12 seeking vacatur cannot meet the high threshold in order to warrant vacating the award. 13 Therefore, the district court properly declined to vacate the award pursuant to § 10(a)(3) or under 14 the Convention. 15 C. The District Court Properly Denied Appellants Motion for Reconsideration 16 Appellants also appeal the district court s denial of their motion for reconsideration of the 17 district court s denial of their motion for vacatur. Appellants claim that they have uncovered 18 new evidence specifically the declarations and affirmations of several non-parties about 19 Rabbi Kaufman s reputation in the community and that fraud and corruption tainted the 20 arbitration proceedings. 21 22 It is well-settled that a party may move for reconsideration and obtain relief only when the defendant identifies an intervening change of controlling law, the availability of new Page 13 of 14 1 evidence, or the need to correct a clear error or prevent manifest injustice. Virgin Atl. Airways, 2 Ltd., 956 F.2d at 1255 (internal quotation marks omitted). 3 The vast majority of the declarations Appellants offer regard disputes and matters not 4 relevant to this proceeding or not before the Court (such as Rabbi Kaufman s work on other 5 rabbinical panels and his reputation in the community), or that happened after the arbitration 6 panel issued the Award (allegations of threats and witness tampering). One potentially relevant 7 declaration is that Rabbi Kaufman and non-party Zisha Gelb have a close relationship. However, 8 even considering all of the affidavits and affirmations Appellants present, these offers are not 9 sufficient relevant, direct, and definite evidence of bias to meet the high standard necessary to 10 vacate an arbitral award, let alone to reconsider the district court s prior decision and order. 11 The district court properly found that Appellants did not present any new facts or 12 controlling law that the court overlooked that might reasonably be expected to alter the court s 13 decision and order. 14 15 CONCLUSION For the foregoing reasons, we conclude that the district court properly denied Appellants 16 motion for vacatur and properly granted Kolel s motion for confirmation of the arbitration 17 award. We also conclude that the district court properly denied Appellants motion for 18 reconsideration. AFFIRMED. Page 14 of 14