Airborne Athletics, Inc. v. Shoot-A-Way, Inc.

UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
AIRBORNE ATHLETICS, INC.,
Petitioner,
v.
SHOOT-A-WAY, INC.,
Respondent.
Case No. 25-cv-3137 (LMP/SGE)
AMENDED ORDER ON
MOTION TO CONFIRM
ARBITRATION AWARD
Robert Courtney and Stuart A. Nelson, Fish & Richardson P.C., Minneapolis, MN; and
Paul Chamberlain, Chamberlain Law Firm, PLLC, Wayzata, MN, for Petitioner.
Timothy A. Sullivan, Ratwik, Roszak & Maloney, P.A., Saint Paul, MN; and Jeffrey S.
Standley, Fred Michael Speed, Jr., and Beverly A. Marsh, Standley Law Group LLP,
Dublin, OH, for Respondent.
In this latest chapter of a contest over attorneys’ fees, Petitioner Airborne Athletics,
Inc. (“Airborne”), petitions the Court to confirm an arbitration award under the Federal
Arbitration Act. 	ECF No. 1. 	Respondent Shoot-a-Way, Inc. (“Shoot-a-Way”), moves to
vacate the arbitration award on the basis that the arbitrator exceeded her power. 	ECF
No. 21. Because the Court concludes that the arbitrator did not exceed her power, the Court
grants Airborne’s petition to confirm the award and denies Shoot-a-Way’s motion to vacate.
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BACKGROUND
Airborne 	and 	Shoot-a-Way 	both 	design 	and 	manufacture 	basketball 	training
devices. ECF No. 43 at 4; ECF No. 29-1 ¶ 3.1 In 2010, Airborne filed suit in this District
accusing Shoot-a-Way of patent infringement. 	Airborne Athletics, Inc. v. Shoot-A-Way,
Inc., No. 10-cv-3785 (SRN/JJK), ECF No. 1 (D. Minn. Aug. 31, 2010). 	That litigation
ended in a settlement agreement in 2013 (the “2013 Settlement”).2 See id., ECF No. 208
(D. Minn. Feb. 19, 2013). Relevant here, the 2013 Settlement included a broad “ten year
arbitration period during which the parties shall resolve any claim first by mediation and
then by arbitration.” ECF No. 3-2 ¶ 6. The arbitration clause required the party asserting
a claim first to notify the accused party and then to schedule an informal discussion, and,
if agreement was not reached informally, the parties would proceed to mediation. 	Id.
¶ 6(a)–(b). 	If mediation proved unsuccessful, the parties would proceed to arbitration
“under the commercial rules of the American Arbitration Association” (“AAA”). 	Id.
¶ 6(b). The clause also contained a fee-shifting provision which states:
If the Plaintiff in the arbitration is not successful, the Plaintiff shall be liable
to the Defendant for attorney fees and costs (including the arbitrator’s fees)
for having to defend the claim. 	The Plaintiff will be deemed to be not
successful if the arbitration is resolved with a judgment less than the final
offer made by the Defendant at the mediation.
Id. ¶ 6(e).
1 	ECF No. 43 is a sealed document consisting of an opening statement made by
Airborne’s CEO to an arbitration panel. A redacted copy can be found at ECF No. 42-1.
2 	A redacted copy of the 2013 Settlement can be found at ECF No. 2-4.
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I. 	The First Arbitration
In 2020, Shoot-a-Way claimed that Airborne was infringing six of Shoot-a-Way’s
patents and additionally asserted claims of trademark infringement and false advertising.
ECF No. 29-1 ¶ 18. 	The parties were unable to resolve the issue informally, so they
proceeded to mediation presided over by retired United States Magistrate Judge Robert
Faulkner on December 2, 2020 (the “December 2020 Mediation”). ECF No. 29-1 ¶¶ 21–
25; ECF No. 30-2 at 2. 	Mediation was unsuccessful, so the dispute proceeded to
arbitration, and on December 20, 2021, Arbitrator Roger W. Parkhurst ruled that Airborne
infringed one of Shoot-a-Way’s patents. 	ECF No. 3 at 7. Arbitrator Parkhurst awarded
Shoot-a-Way $51,300 in monetary damages and enjoined Airborne from any future
infringement. Id.
Shortly after the December 2021 award (the “December 2021 Award”), Airborne
asserted that it was entitled to an award of attorneys’ fees under the 2013 Settlement,
arguing that the $51,300 award was less than Airborne’s final settlement offer made during
the December 2020 Mediation. 	See ECF No. 29-2 at 6–10. Arbitrator Parkhurst denied
Airborne’s request to consider the issue, concluding that Airborne’s attempt to raise the
issue for the first time after the close of arbitration was procedurally improper. 	Id. 	But
Arbitrator Parkhurst explained that Airborne’s claim for attorneys’ fees could be separately
mediated and arbitrated under the 2013 Settlement. Id. at 9.
Airborne then filed suit in this District seeking to partially vacate the December
2021 Award on the grounds that Arbitrator Parkhurst improperly declined to consider its
fee-shifting claim. See generally Airborne Athletics, Inc. v. Shoot-A-Way, Inc., No. 22-cv-
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696 (NEB/ECW), ECF No. 1 (D. Minn. Mar. 16, 2022). On November 30, 2022, United
States District Judge Nancy E. Brasel confirmed the December 2021 Award. See generally
id., ECF No. 65 (D. Minn. Nov. 30, 2022). Judge Brasel, like Arbitrator Parkhurst, noted
that Paragraph 6 of the 2013 Settlement still provided a route for Airborne to seek its
attorneys’ fees through further mediation and arbitration of the claim. Id. at 16.
II. 	The Second Arbitration
Almost immediately after Judge Brasel confirmed the December 2021 Award,
Airborne sent notice to Shoot-a-Way of its claim for $3,012,683.11 in attorneys’ fees. ECF
No. 42-2 at 1. 	Shoot-a-Way declined to pay, so on October 12, 2023, Airborne filed a
demand for arbitration.3 	ECF No. 30-3. 	The parties selected Dr. Cheryl Agris as the
arbitrator. See generally ECF No. 2-5.
A. 	Shoot-a-Way’s Liability for Airborne’s Attorneys’ Fees from the 2021
Arbitration
The first and primary question put to Arbitrator Agris was whether Airborne was
entitled to recover its attorneys’ fees incurred during the first arbitration in December 2021
(“2021 Arbitration”). Both parties agreed that under the 2013 Settlement, Airborne would
be entitled to its fees if the value of the final offer Airborne made during the December
2020 Mediation was greater than the $51,300 awarded Shoot-a-Way after the 2021
Arbitration.
3 	The parties engaged in a mediation on September 25, 2023, which was presided
over by retired United States Magistrate Judge Jeffrey Keyes. 	ECF No. 2-1 at 5. 	They
were unable to come to a resolution. Id.
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Because the value of the offer had not been litigated before the second arbitration,
which was initiated in October 2023 but took place in 2024 (“2024 Arbitration”), it became
the first question Arbitrator Agris set out to answer. 	ECF No. 30-3; ECF No. 30-4. 	On
February 11, 2024, Arbitrator Agris submitted four questions to the parties:
(1) 	What was Airborne’s final settlement offer?
(2) 	Did Airborne condition its final settlement offer on receiving a
commitment from Shoot-A-Way not to sue Airborne again for any
past, present, or future Airborne products that may otherwise infringe
any of the Shoot-A-Way patents or trademarks in suit or future
Shoot-A-Way patents related to the patents in suit?
(3) 	Did Airborne make a legal settlement offer?
(4) 	Was Airborne’s offer made in bad faith such that it would justify
finding that no offer was made?
ECF No. 30-4 at 4.
Both parties represented that Airborne’s final monetary offer to Shoot-a-Way was
$800,000. 	ECF No. 43-1 ¶ 12; ECF No. 29-1 ¶ 33; ECF No. 30-2 at 2. 	But the parties
disagreed as to whether Airborne’s final offer depended on receiving from Shoot-a-Way a
covenant not to sue Airborne again. 	ECF No. 30-4 at 6–7. Airborne asserted that it had
not demanded a covenant not to sue during the December 2020 Mediation, relying
primarily on a declaration and testimony from its CEO, Doug Campbell. See ECF No. 30-6
at 3–4 (Airborne asserting to Arbitrator Agris that it “did not condition any of its offers on
receiving broad new rights for unasserted patents or future Airborne products,” and that
“Airborne did not include material non-monetary terms in any of its offers as doing so
would have complicated the application of Paragraph 6(e) post-arbitration”).
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Shoot-a-Way, on the other hand, argued that Airborne had conditioned its final offer
on such a covenant. Shoot-a-Way asserted that although the covenant not to sue was never
put in writing, Judge Faulker had informed Shoot-a-Way multiple times during the
mediation that Airborne’s offer depended on a covenant not to sue. See ECF No. 30-5 at 3–
4. 	Indeed, Shoot-a-Way relied on a letter it sent to Judge Faulkner mere days after the
arbitration, which explained its understanding that Airborne’s final offer included:
(1) 	A covenant not to sue under the six asserted patents, and any future
patents issuing therefrom (such as from continuations, divisionals,
reissues), for all of the past, present, and future sales of all Airborne
products (i.e., past present, and future products).
(2) 	The 	covenant 	not 	to 	sue 	“included” 	Airborne’s 	use 	of
Shoot-a-Way’s 	registered 	trademark 	for 	“THE 	GUN” 	and
Airborne’s continued false advertisements.
(3) 	A release of all claims that were brought or could be brought by
Shoot-a-Way.
ECF No. 30-1 at 2–3; see also ECF No. 29-1 ¶¶ 30, 33 (Shoot-a-Way’s owner declaring
that the final offer contained a covenant not to sue).
Ultimately, Arbitrator Agris concluded as a factual matter that Airborne had
demanded a covenant not to sue in its final offer in the December 2020 Mediation. ECF
No. 30-4 at 7. Arbitrator Agris noted that not only did Shoot-a-Way attest that the covenant
not to sue was requested, but that Airborne’s CEO also admitted that he told the mediator
in December 2020 that he was “seeking a covenant not to sue.” 	Id. 	Moreover, CEO
Campbell reaffirmed that position in testimony taken during both arbitrations. Id. at 7–9.
Based on this record, Arbitrator Agris determined that a covenant not to sue was part of the
final offer.
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Arbitrator Agris then considered Shoot-a-Way’s contention that the final offer, if it
included a covenant not to sue, was not a “legal” final offer. Shoot-a-Way argued that the
offer was not a legal one because it: (1) was not made in writing; (2) did not satisfy Rule 68
of the Federal Rules of Civil Procedure; and (3) did not include all material terms. 	ECF
No. 30-4 at 12.
Relevant here, Arbitrator Agris rejected Shoot-a-Way’s invitation to apply the
standards of Rule 68 because that Rule is “applied in a litigation context, not the flexible
procedures of [arbitration],” and because nowhere in the 2013 Settlement was the Rule’s
applicability contemplated. Id. at 13–14. Indeed, AAA Rules applied. ECF No. 30-3 at 2.
Arbitrator Agris then concluded that the final offer contained all material terms. Even
though “there may have been a difference in views as to the exact scope of products
encompassed in the proposed covenant not to sue,” those details were not material as they
could have “been negotiated at a later date.” Id. at 14-15.
As a result, Arbitrator Agris concluded that Airborne’s final offer in the December
2020 Mediation was valid and legal. Further, she concluded that Airborne’s promise to pay
$800,000 in exchange for Shoot-a-Way’s covenant not to sue Airborne related to “any of
[Airborne’s] past, present or future products derived from its past or present products that
may otherwise infringe [Shoot-a-Way]’s patents and trademarks named in [Shoot-a-Way]’s
July 6, 2020 and August 13, 2020 letters or patents issuing from continuation applications
of said named patents pending as of December 2, 2020.” Id. at 22.
Having determined that the offer included a covenant not to sue which was, by its
terms, non-monetary, Arbitrator Agris next had to consider what monetary value the
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covenant not to sue held in order to determine the total monetary value of Airborne’s final
offer. Arbitrator Agris valued the covenant somewhere between $150,000 to $300,000 to
Airborne. ECF No. 3 at 38. Subtracting that amount from the $800,000 Airborne offered
to pay Shoot-a-Way, Arbitrator Agris valued the final offer between $500,000 to $650,000.
Id. And because this was more than the $51,300 final award from the 2021 Arbitration,
Arbitrator Agris concluded that Shoot-a-Way was liable for Airborne’s attorneys’ fees from
that arbitration. 	Id. at 53. Arbitrator Agris therefore awarded Airborne $2,649,737.25 in
fees and costs from the 2021 Arbitration. ECF No. 2-1 at 21.
B. 	Shoot-a-Way’s Liability for Airborne’s Attorneys’ Fees from the Second
Arbitration
The primary issue in the 2024 Arbitration, or at least the issue that caused that
second arbitration, was whether Shoot-a-Way was liable for Airborne’s attorneys’ fees
incurred during the 2021 Arbitration. Arbitrator Agris ruled that Shoot-a-Way was indeed
liable. As the second arbitration advanced, however, both parties placed before Arbitrator
Agris a second issue: whether either party was entitled to attorneys’ fees incurred during
the second arbitration.
The issue arose in Airborne’s initial demand for the second arbitration. 	In that
written demand, Airborne described its claim as one for “attorney’s fees and costs
(including the arbitrator’s fees) for having to defend the claim” from the 2021 Arbitration.
ECF No. 30-3 at 2. But in a separate section of the demand titled “Other Relief Sought,”
Airborne checked boxes for attorneys’ fees, interest, and arbitration costs. 	Id. 	In total,
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Airborne claimed “$3,068,155 plus upward adjustment for liabilities incurred after
January 2023.” Id.
Shoot-a-Way answered Airborne’s demand, arguing that Airborne was not entitled
to attorneys’ fees from the 2021 Arbitration. See generally ECF No. 48-1. On both of the
first two pages of their answer, Shoot-a-Way noted that it (1) intended to bring a
counterclaim for its attorneys’ fees incurred during the 2024 Arbitration; and (2) sought an
award of its “attorney’s fees, arbitration costs, other case costs and expert fees.” Id. at 2–
3, 10. In explaining its counterclaim, Shoot-a-Way reasoned that if it was determined that
Airborne was not entitled to its attorneys’ fees for the 2021 Arbitration, Shoot-a-Way “by
operation of paragraph 6e of the 2013 Settlement Agreement” would be entitled to its
attorneys’ fees and costs to defend the 2024 Arbitration. Id.
In supplemental briefing, Airborne again asserted that it was not only entitled to its
attorneys’ fees from the 2021 Arbitration, but also to its attorneys’ fees from the 2024
Arbitration. 	ECF No. 42-6 at 5–6. Airborne argued that Minnesota law “provides for a
claimant to seek fees and costs associated with pursuing a fee petition,” and that “all of
Airborne’s attorneys’ fees and costs [] are directly related to the 2021 Arbitration Award.”
Id. at 6 (citing In re RFC, 399 F. Supp. 3d 827, 858 (D. Minn. 2019) (citing Boundary
Waters Bank v. McGaughey, No. A15-1950, 2016 WL 1397305, at *1, 5 (Minn. Ct. App.
Apr. 11, 2016)). 	Airborne alternatively argued that it was entitled to the fees because
“[e]ven in equity, it would surely be unfair to allow Shoot-A-Way a windfall and not [to]
pay for the damage it caused in the present arbitration.” Id. Shoot-a-Way objected, arguing
that Airborne—as the arbitration plaintiff in the 2024 Arbitration—was not entitled to
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attorneys’ fees because the 2013 Settlement contemplated the payment of attorneys’ fees
only to an arbitration defendant, not an arbitration plaintiff. ECF No. 2-1 at 6.
Arbitrator Agris broached the issue in her interim award, when she explained she
could neither grant nor deny Shoot-a-Way’s counterclaim for attorneys’ fees “until it is
determined which party is deemed to be the Prevailing Party in the instant arbitration.”
ECF No. 3 at 46. 	She therefore reserved the issue for her final award because “[i]t is
necessary to determine said Prevailing Party in order to determine who is entitled to
attorneys’ fees and costs in the instant arbitration and correspondingly whether to grant or
deny respondent’s counterclaim.” Id. at 67.
Arbitrator Agris fully considered the issue in her final award. 	She denied
Shoot-a-Way’s counterclaim for attorneys’ fees stemming from the 2024 Arbitration
because Shoot-a-Way was not the prevailing party in that arbitration. 	ECF No. 2-1 at 5.
Arbitrator Agris then granted Airborne’s request for attorneys’ fees for three reasons. First,
she held that “Minnesota Courts have generally allowed recovery of Attorneys’ fees and
disbursements in a number of situations,” citing RFC, 399 F. Supp. 3d at 857–88 (allowing
attorneys’ fees for “the work performed, and costs incurred, in preparing” a fee petition),
and Boundary Waters Bank, 2016 WL 1397305 at *5 (same). Id. at 7.4 This was one such
situation. Id.
4 	It appears that Arbitrator Agris provided an incorrect case citation for RFC,
erroneously citing an earlier opinion from the same case. See ECF No. 2-1 at 6 (citing In
re RFC, No. 13-cv-3451, 2019 WL 1237166 (D. Minn. Mar. 18, 2019)). Airborne suggests,
and Shoot-a-Way does not contest, that Arbitrator Agris’s citation was a clerical error and
she intended to cite In re RFC, 399 F. Supp. 3d 827 (D. Minn. 2019).
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Second, she held that Airborne:
would be entitled to recover Attorneys’ Fees and Costs in the instant
arbitration even in view of ¶ 6(e) of the 2013 Settlement Agreement. 	Said
Settlement 	Agreement 	provides 	for 	situations 	where 	the 	“defendant”
(Respondent) would be deemed to be the Prevailing Party and thus, be
entitled to Attorneys’ Fees and Costs. It would therefore follow, even though
not explicitly stated, that in the interests of, at a minimum, equity and
fairness, Plaintiff (Claimant) should also be entitled to its Attorneys’ Fees
and Costs, if it is deemed to be the Prevailing Party.
Id. at 8.
And third, she held that Rule 49(d)(ii) of the AAA Commercial Rules, which allows
an arbitrator to award “attorneys’ fees if all parties have requested such an award,”
authorized the award because “both parties . . . request[ed] such an award in various
submissions, beginning with the Claimant in its Demand and the Respondent in its
Counterclaim.” 	Id. 	Having determined a legal basis to do so, Arbitrator Agris awarded
Airborne $1,233,308.55 in attorneys’ fees stemming from the 2024 Arbitration. Id. at 21.
C. 	Whether Airborne is Entitled to Prejudgment Interest for Its 2021
Arbitration Attorneys’ Fees
Finally, 	the 	parties 	disagree 	about 	whether Airborne 	was 	entitled 	to 	certain
prejudgment interest. 	ECF No. 2-1 at 12. 	Specifically, Airborne sought prejudgment
interest on the total amount of its attorneys’ fees for the 2021 Arbitration. 	Id. Airborne
grounded its request in Minn. Stat. § 549.09, which generally authorizes “preverdict,
preaward, 	or 	prereport 	interest 	on 	pecuniary 	damages . . . from 	the 	time 	of 	the
commencement of the action or a demand for arbitration, or the time of a written notice of
claim.” 	Minn. Stat. § 549.09, subd. 1(b). 	Airborne reasoned that it provided “written
notice” 	of 	its 	claim 	for 	attorneys’ fees 	stemming 	from 	the 	2021 Arbitration 	on
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December 19, 2022, and should therefore receive prejudgment interest from that date
forward. ECF No. 3 at 66.
Shoot-a-Way argues that Airborne was not entitled to prejudgment interest, pointing
to Minn. Stat. § 549.09, subd. 1(b)(5), which disallows prejudgment interest for “that
portion of any verdict, award, or report which is founded upon interest, or costs,
disbursements, attorney fees, or other similar items added by the court or arbitrator.”
Shoot-a-Way reasoned that because Airborne’s claim was for attorneys’ fees, prejudgment
interest was barred by statute. Id. at 66.
Arbitrator Agris concluded that Airborne was entitled to prejudgment interest on its
award of attorneys’ fees from the 2021 Arbitration under Section 549.09 because “pre-
judgment interest in an action to collect on an attorney’s lien” is allowable, citing several
Minnesota state court cases. 	ECF No. 2-1 at 15–16. 	Arbitrator Agris also justified the
award under AAA Commercial Arbitration Rule 49(d)(1), which states that the arbitrator
may award “interest at such rate and from such date as the arbitrator may deem
appropriate.” Id. at 14–15.
III. 	Procedural Background
On August 5, 2025, Airborne brought this petition to confirm the 2024 Arbitration
award under 9 U.S.C. § 9, seeking a judgment of $3,969,469.05 plus approximately
$696,292.07 in prejudgment interest. ECF No. 1 at 8–9. Airborne also filed a motion, in
accordance with 9 U.S.C. § 6, to confirm the award. ECF No. 10.
On August 22, 2025, Shoot-a-Way filed a competing motion to vacate the award
under 9 U.S.C. § 10(a)(4). 	ECF No. 21. 	Shoot-a-Way contends that Arbitrator Agris
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exceeded her powers in concluding that Airborne was entitled to attorneys’ fees for either
arbitration and that she separately exceeded her powers in concluding that Airborne is
entitled to prejudgment interest. ECF No. 22 at 27–28.
ANALYSIS
The Federal Arbitration Act (“FAA”) “establishes a liberal federal policy favoring
arbitration agreements.” Zeidman v. Lindell Mgmt. LLC, 145 F.4th 820, 825 (8th Cir. 2025)
(quoting Epic Sys. Corp. v. Lewis, 584 U.S. 497, 505 (2018)). 	When parties agree to
arbitrate, a federal court must uphold the resulting award unless “the award is vacated,
modified, or corrected as prescribed in sections 10 and 11” of the FAA. 9 U.S.C. § 9. The
FAA sharply limits a federal court’s ability to vacate or modify an award. 	In fact, the
“scope of review of the arbitration award itself is among the narrowest known to the law.”
Bhd. of Maint. of Way Emps. v. Terminal R.R. Ass’n of St. Louis, 307 F.3d 737, 739 (8th Cir.
2002).
Relevant here, Section 10(a)(4) allows a court to modify or vacate an award under
only two “extremely narrow” circumstances: (1) where an award fails to “draw[] its essence
from the contract” and (2) where the arbitrator’s decision “evidences a manifest disregard
for the law.” Hoffman v. Cargill Inc., 236 F.3d 458, 461 (8th Cir. 2001) (citations omitted).
The first circumstance arises when, for instance, an arbitrator exceeds her powers
in interpreting a contract. When analyzing whether an award draws its essence from the
agreement, the merits of the award are irrelevant, and “as long as the arbitrator is even
arguably construing or applying the agreement and acting within the scope of h[er]
authority, that a court is convinced [s]he committed serious error does not suffice to
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overturn h[er] decision.” Zeidman, 145 F.4th at 826 (citation modified). Instead, a district
court may overturn an award because of an error in interpretation where the arbitrator
departed from the plain language of a contract and “impose[d] h[er] own notions of
industrial justice” or applied “some body of thought, or feeling, or policy, or law that is
outside the contract.” Id. (internal quotation marks omitted) (citations omitted).
The second “extremely narrow” circumstance arises when some aspect of the award
“evidences manifest disregard for the law.” Id. at 827 (citation omitted). An award “only
manifests disregard for the law where the arbitrators clearly identify the applicable,
governing law and then proceed to ignore it.” Id. (quoting Hoffman, 236 F.3d at 462).
Shoot-a-Way asserts that Arbitrator Agris exceeded her powers in three ways. First,
that Arbitrator Agris erred in concluding that Airborne’s final offer during the December
2020 Mediation was a valid and legal offer. ECF No. 22 at 20–26. Second, that Arbitrator
Agris erred in concluding that Airborne was entitled to an award of its attorneys’ fees and
costs associated with the 2024 Arbitration. Id. at 17–20. Finally, that Arbitrator Agris erred
in granting Airborne prejudgment interest on the attorneys’ fees it was awarded for the
2021 Arbitration. Id. at 26–27.
I. 	Attorneys’ Fees for the 2021 Arbitration
Shoot-a-Way first contends that Arbitrator Agris erred in ruling that Airborne made
a “valid final offer” in the December 2020 Mediation because the offer did not include
certain material terms necessary for it to be legal. ECF No. 47 at 10. For its part, Airborne
agrees that, under the 2013 Settlement, only an offer that included all “material” or
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“essential terms” would constitute a legally enforceable offer that would trigger the fee-
shifting provision. ECF No. 40 at 26.
Arbitrator Agris agreed with Shoot-a-Way and Airborne that only an offer that
included all material terms would trigger the fee-shifting provision. ECF No. 30-4 at 13–
14. But her interpretation of Minnesota contract law led her to conclude that “the offer did
include all the material terms.” 	Id. (citing and applying Goddard, Inc. v Henry’s Foods,
Inc., 291 F. Supp. 2d 1021 (D. Minn. 2003), which itself interpreted and applied Minnesota
contract law). 	Arbitrator Agris explained that, under Minnesota law, material terms are
“[o]nly those terms upon which the settlement hinges,” and “the fact that the parties” might
leave “some details for counsel to work out during later negotiations cannot be used to
abrogate an otherwise valid agreement.” 	Id. at 14 (quoting Goddard, 291 F. Supp. 2d
at 1028). Applying this straightforward law, Arbitrator Agris concluded that even though
the requested covenant not to sue did not detail “the exact scope of products encompassed,”
such a detail did not affect the validity of the offer because the “exact scope is not a material
term.” 	Id. 	Indeed, Arbitrator Agris concluded that Airborne’s final offer was “in such a
form that [Shoot-a-Way] could have accepted said offer.” Id.
Shoot-a-Way contends that Arbitrator Agris manifestly disregarded Minnesota law
because although she cited the correct authority, she disregarded that authority when she
concluded that “the scope of a covenant not to sue was not material.” ECF No. 22 at 21–
22. But Shoot-a-Way’s argument misunderstands what a “manifest disregard for the law”
is. A “manifest disregard for the law” would be, for instance, if Arbitrator Agris correctly
explained that only offers that include all material terms are legally binding but then found
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legally binding an offer that she herself concluded did not include all the material terms.
Shoot-a-Way does not allege such disregard. Instead Shoot-a-Way simply disagrees with
her application of the law. 	But even if the Court agreed that Arbitrator Agris incorrectly
determined that the final offer included all material terms,5 it could not overturn her award.
See Beumer Corp. v. ProEnergy Servs., LLC, 899 F.3d 564, 565 (8th Cir. 2018) (“An
arbitrator does not ‘exceed h[er] powers’ by making an error of law or fact, even a serious
one.”); see also Indus. Steel Constr., Inc. v. Lunda Constr. Co., 33 F.4th 1038, 1042 (8th Cir.
2022) (“ISC disagrees with the arbitrator’s conclusion, but whether the arbitrator’s
interpretation is correct is not a question before this court.”). Indeed, “[c]onvincing a court
of an arbitrator’s error—even h[er] grave error—is not enough. . . . The potential for those
mistakes is the price of agreeing to arbitration.” Id. (quoting Oxford Health Plans LLC v.
Sutter, 569 U.S. 564, 572–73 (2013)).
Because Arbitrator Agris did not disregard the law when she concluded that
Airborne is entitled to attorneys’ fees from the 2021 Arbitration, the Court confirms that
portion of Arbitrator Agris’s award. As a result, the Court awards Airborne $2,649,737.25.
See ECF No. 2-1 at 19, 21
II. 	Attorneys’ Fees for the 2024 Arbitration
Shoot-a-Way alternatively argues that Arbitrator Agris exceeded her powers when
she awarded Airborne attorneys’ fees incurred during the 2024 Arbitration. 	ECF No. 22
5 	To be clear, the Court takes no opinion on Arbitrator Agris’s conclusion. That said,
Shoot-a-Way provided the Court with no authority suggesting Arbitrator Agris’s conclusion
was incorrect.
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at 17–20. Arbitrator Agris based this portion of her award on three distinct grounds: (1) the
2013 Settlement, (2) Minnesota case law, and (3) the fact that both parties requested their
attorneys’ fees in filings with the AAA. ECF No. 2-1 at 7–8. Shoot-a-Way contends that
none of these grounds support Arbitrator Agris’s award. ECF No. 22 at 17–20.
The AAA Commercial Rules, which are incorporated into the arbitrations at issue
here,6 authorize an award of attorneys’ fees in three scenarios: (1) if all parties request such
an award; (2) if the award is authorized by law; or (3) if the award is authorized by the
parties’ arbitration agreement. See AAA Commercial Rule 49(d)(ii).7 If even one of these
scenarios applies, the award must be upheld. See Wells Fargo Bank, N.A. v. WMR e-PIN,
LLC, 653 F.3d 702, 713–14 (8th Cir. 2011) (holding district court did not err in confirming
an arbitral award of attorneys’ fees because the parties were “bound by the AAA
Commercial Rules” and the arbitrators therefore were “empowered to award such fees” in
accordance with those rules).
Here, both parties requested their attorneys’ fees. 	Airborne requested fees in its
initial demand, ECF No. 30-3 at 2, and supplemental briefing, ECF No. 42-6 at 5–6. And
Shoot-a-Way requested fees in its answer, when it twice sought “other relief” of
“[a]ttorney’s fees, arbitration costs, other case costs and expert fees.” ECF No. 48-1 at 2–
6 	In the 2013 Settlement, the parties agreed to be bound by the AAA Commercial
Rules of Arbitration, see ECF No. 3-2 ¶ 6(b), and by doing so, they agreed to be bound by
Rule 49(d)(ii), see Wells Fargo Bank, N.A. v. WMR e-PIN, LLC, 653 F.3d 702, 713–14
(8th Cir. 2011).
7 	https://www.adr.org/media/sfdkznhv/2025_commercialrules_web.pdf
[https://perma.cc/DBU4-86A6].
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3. 	Because both parties requested attorneys’ fees, Arbitrator Agris “was authorized to
consider those requests” and did not exceed her authority in awarding fees. 	Wells Fargo
Bank, 653 F.3d at 713; see, e.g., B/E Aerospace, Inc. v. Jet Aviation St. Louis, Inc.,
No. 11 Civ. 8569(SAS), 2012 WL 1577497, at *4 (S.D.N.Y. May 3, 2012) (“In their
respective demand and answer, both [parties] sought an award of attorneys’ fees, which
makes 	the 	award 	permissible.”); 	CareMinders 	Home 	Care, 	Inc. 	v. 	Sandifer,
No. 1:14-cv-03573-WSD, 2015 WL 4040464, at *4 (N.D. Ga. June 29, 2015) (concluding
award of attorney’s fees was authorized where arbitration plaintiff requested fees “when
the arbitration proceeding was initiated” and the arbitration defendant “requested attorneys’
fees in its Answer to Respondents’ claims and in its post-hearing brief”); Calton & Assocs.,
Inc. v. Simmers, No. 8:20-cv-851-VMC-CPT, 2023 WL 204833, at *9 (M.D. Fla. Jan. 17,
2023) (holding the “parties’ request for fees itself empowered the arbitrator to award fees”
under AAA Commercial Rules).
Shoot-a-Way argues that Rule 49(d)(ii) does not apply because it “most certainly
did not make such a general request for attorneys’ fees” and instead its various requests for
attorney’s fees were “directly tied to the fees contractually permitted by paragraph 6(e)” of
the 2013 Settlement. ECF No. 47 at 8–9. Shoot-a-Way appears to assert, then, that it was
only requesting attorneys’ fees for the 2024 Arbitration based on the 2013 Settlement’s fee-
shifting provision, not making a general request for attorneys’ fees under Rule 49(d)(ii).
Shoot-a-Way’s attempt to draw a line in the sand between what it labels a “general”
request for attorneys’ fees (which it acknowledges would trigger Rule 49(d)(ii)) and the
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request it made (which it argues did not trigger the rule) is unconvincing.8 	More
importantly, though, Shoot-a-Way’s argument is unsupported by citation to any legal
authority. 	This dooms its argument because the Court may overturn Arbitrator Agris’s
award only if it “evidences manifest disregard for law,” and an arbitrator only manifestly
disregards the law after clearly “identify[ing] the applicable, governing law and then
proceed[ing] to ignore it.” 	Zeidman, 145 F.4th at 826 (internal quotation marks omitted)
(citations omitted). Shoot-a-Way points to no authority, and the Court has found none, that
Arbitrator Agris ignored. In essence, Shoot-a-Way argues that Arbitrator Agris committed
an error in concluding, as a factual matter, that Shoot-a-Way requested attorneys’ fees and
triggered Rule 49(d)(ii). But even if that were true, it does not provide a basis to overturn
her award; at most, it is instead an error contemplated by the nature of arbitration itself.
See Beumer Corp., 899 F.3d at 566 (“The parties bargained for the arbitrator’s decision; if
the arbitrator got it wrong, then that was part of the bargain.”).9
8 	In its initial demand, Airborne described its claim as one seeking attorneys’ fees for
the 2021 Arbitration. ECF No. 30-3 at 2. Separate from its description of the claim, and
under a section titled “other relief sought,” Airborne specifically asked for “attorneys’
fees.” Id. Airborne later reaffirmed its request for attorneys’ fees in supplemental briefing,
arguing that it was entitled to its fees for the 2024 Arbitration by law or “in equity.” ECF
No. 42-6 at 6. Shoot-a-Way likewise brought a counterclaim for attorneys’ fees and, under
a separate section entitled “other relief sought,” selected “attorneys’ fees.” ECF No. 48-1
at 3. Both parties thereby acknowledged the 2013 Settlement and its fee-shifting provision
by virtue of their claims, yet each separately sought the “other relief” of attorneys’ fees. It
is hard to read both parties’ submissions as anything but a general request for attorneys’
fees authorized by the arbitrator’s equitable powers under Rule 49(d)(ii).
9 	To the extent Shoot-a-Way argues that Arbitrator Agris somehow erroneously
interpreted the Rule itself, “the AAA’s view of the meaning of its rules is of considerable
significance.” 	York Rsch. Corp. v. Landgarten, 927 F.2d 119, 123 (2d Cir. 1991). 	And
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Finally, because the Court concludes that the award of attorneys’ fees was properly
based on Rule 49(d)(ii), the Court need not address Shoot-a-Way’s separate argument that
Arbitrator Agris erred in relying on the 2013 Settlement and Minnesota case law as separate
bases for the attorneys’ fees award. 	See Wells Fargo Bank, 653 F.3d at 713–14 (holding
that even if arbitrator could not base award of attorneys’ fees on the arbitration agreement
itself, the award was separately justified under the AAA Rules); CareMinders, 2015 WL
4040464, at *4 (holding that even if the arbitrator’s decision to award attorneys’ fees under
the express terms of the parties’ contract was “in error,” the contract incorporated the AAA
Commercial Rules which “independently empowered the Arbitrator to award attorneys’
fees”).
Because Arbitrator Agris’s award of attorneys’ fees to Airborne for the 2024
Arbitration was not in manifest disregard for the law, the Court confirms this portion of the
award and awards Airborne $1,233,308.55. ECF No. 2-1 at 20.
III. 	Prejudgment Interest
Finally, Shoot-a-Way contends that Arbitrator Agris manifestly disregarded the law
when she awarded Airborne prejudgment interest to be applied to the award of attorneys’
fees to which Airborne was entitled from the 2021 Arbitration. 	ECF No. 22 at 26–27.
Arbitrator Agris supported the prejudgment interest award by applying Minn. Stat.
courts 	“should 	defer 	to 	arbitrators’ interpretations 	of 	procedural 	rules 	because . . .
‘arbitrators, 	comparatively 	more 	expert 	about 	the 	meaning 	of 	their 	own 	rule, 	are
comparatively better able to interpret and to apply it.’” 	Knight v. Merrill Lynch, Pierce,
Fenner & Smith Inc., C-07-2753 SC, 2008 WL 11384154, at *3 (N.D. Cal. Mar. 26, 2008)
(quoting Howsam v. Dean Witter Reynolds, Inc., 537 U.S. 79, 85 (2002)).
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§ 549.09, which establishes a general right to prejudgment interest in some cases. 	ECF
No. 2-1 at 15. Shoot-a-Way acknowledges the statute but asserts that Arbitrator Agris was
barred from granting prejudgment interest here by Minn. Stat. § 549.09, which prohibits
prejudgment interest from being applied to attorneys’ fees “added by the court or
arbitrator.” ECF No. 22 at 27 (citing Minn. Stat. § 549.09, subd. 1(b)(5)).
Shoot-a-Way presented the same argument to Arbitrator Agris, who rejected it,
reasoning that the attorneys’ fees from the 2021 Arbitration were not “added by” her
decision but were instead the subject matter of the arbitration itself. 	ECF No. 2-1 at 15
(citing Gaughan v. Gaughan, 450 N.W.2d 338, 344 (Minn. Ct. App. 1988)). Shoot-a-Way
presents no argument nor cites any authority showing that Arbitrator Agris’s conclusion
was in “manifest disregard for law.” 	Zeidman, 145 F.4th at 826. 	Instead, it repeats the
arguments it made to Arbitrator Agris. ECF No. 22 at 27. And at the hearing on the cross-
motions, Shoot-a-Way affirmed that its argument was largely based on equitable principles:
that Airborne should not be entitled to recover prejudgment interest simply because it failed
to seek attorneys’ fees in a procedurally proper manner after the 2021 Arbitration.
Whatever the merits of that policy argument, it has no applicability here.
Because Shoot-a-Way has not shown that Arbitrator Agris’s prejudgment interest
award is in manifest disregard of the law, the Court confirms that portion of the award. As
for the amount of interest Airborne is owed, prejudgment interest is calculated under Minn.
Stat. § 549.09. 	Iota Phi Lambda Sorority, Inc. v. Contenta Glob. Cap. Grp., LLC,
No. 19-cv-532 (SRN/DTS), 2019 WL 4687115, at *26 (D. Minn. Sept. 26, 2019). 	As
Arbitrator Agris correctly determined, that statute requires prejudgment interest “be
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calculated from either ‘the time of commencement of the action . . . or the time of a written
notice of claim, whichever occurs first.’” 	Id. (quoting Minn. Stat. § 549.09, subd. 1(b)).
Neither party disputes that Airborne provided Shoot-a-Way with the written notice of its
claim to attorneys’ fees from the first arbitration on December 19, 2022. 	Accordingly,
Airborne is entitled to prejudgment interest from that day through the date of this judgment.
Id.
By statute, the Court must set a rate of 10% per year. 	See id. (citing Minn. Stat.
§ 549.09, subd. 1(c)(2)) (“Minnesota mandates a 10% flat prejudgment interest rate—
regardless of the type of claim—where the damages are over $50,000.”). The applicable
formula is:
($2,649,737.25 * 0.1) ÷ 365 = $725.95 in daily interest.
See id. at *27. That $725.95 in daily interest, multiplied by the 1,187 days that have passed
since December 19, 2022, results in $861,702.65 in total interest. As a result, the Court
awards Airborne $861,702.65 in prejudgment interest.
IV. 	Postjudgment Interest and Arbitration Costs
Airborne further seeks postjudgment interest on the entire judgment entered by this
Court and moves to confirm another portion of Arbitrator Agris’s award granting it
$86,423.25 in arbitration-related costs. 	ECF No. 1 at 9. 	Shoot-a-Way presents no
opposition to either request, so the Court grants both.
Postjudgment interest “is a procedural matter governed by federal law.” Swope v.
Siegel-Robert, Inc., 243 F.3d 486, 497 (8th Cir. 2001). Such interest “shall be allowed on
any money judgment in a civil case recovered in a district court,” and the rate is set by
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statute. 28 U.S.C. § 1961(a). Postjudgment interest is “mandatory under 28 U.S.C. § 1961”
and “should therefore be awarded.” Travelers Prop. Cas. Ins. of Am. v. Nat’l Union Ins. of
Pittsburgh, 735 F.3d 993, 1007 (8th Cir. 2013) (citation omitted). 	The Court therefore
grants postjudgment interest at the rate set by 28 U.S.C. § 1961(a) and confirms Arbitrator
Agris’s award of $86,423.25 in costs.
CONCLUSION
The FAA allows a federal court to vacate an arbitration award only where “the
arbitrators exceeded their powers, or so imperfectly executed them that a mutual, final, and
definite award upon the subject matter submitted was not made.” 9 U.S.C. § 10(a)(4). The
FAA requires a court to confirm an award unless “the award is vacated, modified, or
corrected as prescribed in sections 10 and 11.” 	9 U.S.C. § 9. 	The Court concludes that
Arbitrator Agris did not exceed or imperfectly execute her powers, and as a result, the Court
must confirm her award.
Accordingly, based on the foregoing, and all the files, records, and proceedings
herein, IT IS HEREBY ORDERED that:
1. 	Airborne’s 	Motion 	to 	Confirm 	Arbitration 	Award 	(ECF 	No. 	10) 	is
GRANTED. Each portion of the award is as follows:
i. 	$2,649,737.25 in monetary damages as awarded by Arbitrator
Agris for attorneys’ fees from the first arbitration in 2021;
ii. 	$1,233,308.55 as awarded by Arbitrator Agris for attorneys’
fees from the second arbitration in 2024;
iii. 	$861,702.65 in prejudgment interest as awarded by Arbitrator
Agris;
iv. 	$86,423.25 in costs as awarded by Arbitrator Agris;
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2. 	Additionally, Airborne’s request for postjudgment interest is GRANTED,
accruing from the date judgment is entered until the judgment is satisfied, in
an amount to be calculated in accordance with 28 U.S.C. § 1961; and
3. 	Shoot-a-Way’s 	Motion 	to 	Vacate Arbitration Award 	(ECF 	No. 	21) 	is
DENIED.
LET JUDGMENT BE ENTERED ACCORDINGLY.
Dated: March 23, 2026 	s/Laura M. Provinzino
Laura M. Provinzino
United States District Judge
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