WETZEL’S PRETZELS, LLC, a California limited liability company v. Tito Johnson, an individual; and TARIQ JOHNSON, an individual

NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
WETZEL’S PRETZELS, LLC, a
California limited liability company,
Plaintiff, Counter-Defendant,
Appellee,
v.
TITO JOHNSON, an individual; and
TARIQ JOHNSON, an individual,
Defendants, Counter-Claimants,
Appellants.
No. 12-56716
D.C. No. 2:11-cv-04459-AHM-SP
MEMORANDUM*
Appeal from the United States District Court
for the Central District of California
A. Howard Matz, District Judge, Presiding
Argued and Submitted February 12, 2014
Pasadena, California
Before: PAEZ and NGUYEN, Circuit Judges, and MOTZ, Senior District Judge.**
FILED
APR 03 2014
MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS
* This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
** The Honorable J. Frederick Motz, Senior District Judge for the U.S.
District Court for the District of Maryland, sitting by designation.

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Tito Johnson and Tariq Johnson (“the Johnsons”) appeal the district court’s
order denying their motion to vacate an arbitration award in favor of Wetzel’s
Pretzels, LLC. On appeal, the Johnsons urge us to vacate the arbitration award
because the arbitrator exceeded his powers by enforcing certain provisions in the
franchise agreement that required the Johnsons to assign their lease and property
interests to Wetzel’s Pretzels after the franchise agreement was terminated (“the
post-termination provisions”). See 9 U.S.C. § 10(a)(4).
“The Federal Arbitration Act enumerates limited grounds on which a federal
court may vacate, modify, or correct an arbitral award.” Kyocera Corp. v.
Prudential-Bache Trade Servs., Inc., 341 F.3d 987, 994 (9th Cir. 2003) (citing 9
U.S.C. §§ 1–16). In order for us to vacate the award on the ground that the
arbitrator exceeded his powers under § 10(a)(4), the Johnsons would have to show
that the award was “completely irrational, or exhibit[ed] a manifest disregard of
law,” see Biller v. Toyota Motor Corp., 668 F.3d 655, 665 (9th Cir. 2012) (internal
quotation marks and citations omitted), but they have made no such showing.
An award is completely irrational only if it is not “derived from the
agreement, viewed in light of the agreement’s language and context, as well as
other indications of the parties’ intentions.” Id. (internal quotation marks and
citations omitted). The franchise agreement in this case expressly provided for the
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assignment of the Johnsons’ lease and property interests to Wetzel’s Pretzels once
the agreement was terminated, and it also made “[a]ny dispute arising out of or in
connection with this [a]greement” subject to arbitration. The award therefore is
plainly derived from the parties’ agreement. Moreover, under the franchise
agreement, all disputes related to the agreement except claims for “provisional
injunctive relief” were required to go to arbitration, and because the Johnsons
never sought a preliminary injunction from the district court regarding the post-
termination provisions, they were not deprived of their rights under the agreement
when the arbitrator enforced the post-termination provisions. Thus, the arbitrator
did not exceed his powers on this ground.
Nor have the Johnsons convinced us that the award exhibited a manifest
disregard of law. “To vacate an arbitration award on this ground, it must be clear
from the record that the arbitrators recognized the applicable law and then ignored
it.” Biller, 668 F.3d at 665 (internal alteration, quotation marks, and citations
omitted). Nothing in the record presented to us establishes that the arbitrator, by
enforcing the post-termination provisions of the agreement, recognized applicable
law that would make those provisions unenforceable but ignored it.
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Accordingly, the arbitrator did not exceed his powers, and because there is
no other reason to vacate the award, the award was appropriately confirmed on the
motion by Wetzel’s Pretzels.1
AFFIRMED.
1 In light of our resolution of the case on this basis, we need not reach the
related issues of whether a party opposing the confirmation of an arbitration award
must do so by objecting to a motion to confirm the award that predates a motion to
vacate the award rather than allowing the award to be confirmed without
opposition and only then moving to vacate the award and whether an award can be
vacated after a final judgment only if the judgment can be under Fed. R. Civ. P.
60(b). See The Hartbridge, 57 F.2d 672, 673 (2d Cir. 1932) (per curiam).
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