Daniel V. Green v. AMERITECH CORPORATION and AMERITECH SERVICES, INC.

1
RECOMMENDED FOR FULL-TEXT PUBLICATION
Pursuant to Sixth Circuit Rule 206
ELECTRONIC CITATION: 2000 FED App. 0006P (6th Cir.)
File Name: 00a0006p.06
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
_________________
DANIEL V. GREEN , et al.,
Plaintiffs-Appellees,
v.
AMERITECH C ORPORATION
and AMERITECH S ERVICES,
INC.,
Defendants-Appellants.
;>

1
No. 98-2176
Appeal from the United States District Court
for the Eastern District of Michigan at Flint.
No. 93-40535—Paul V. Gadola, District Judge.
Argued: October 26, 1999
Decided and Filed: January 6, 2000
Before: JONES, MOORE, and GILMAN, Circuit Judges.
_________________
COUNSEL
ARGUED: Thomas G. Kienbaum, KIENBAUM,
OPPERWALL, HARDY & PELTON, Birmingham,
Michigan, for Appellants. Rudy J. Huizenga, HUIZENGA &
HERGT, Detroit, Michigan, for Appellees. ON BRIEF:

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2 Green, et al. v. Ameritech Corp., et al. No. 98-2176
Thomas G. Kienbaum, Noel D. Massie, KIENBAUM,
OPPERWALL, HARDY & PELTON, Birmingham,
Michigan, for Appellants. Rudy J. Huizenga, HUIZENGA &
HERGT, Detroit, Michigan, for Appellees.
_________________
OPINION
_________________
KAREN NELSON MOORE, Circuit Judge. In this appeal
defendants-appellants Ameritech Services, Inc. and
Ameritech Corp. (hereinafter referred to collectively as
“Ameritech”) challenge an order of the district court vacating
an arbitral award and remanding the case to a new arbitrator
to be selected by the parties. The underlying arbitration
involved plaintiff-appellee Daniel Green’s state law claims of
age and race discrimination and retaliation. The district court
found that the arbitrator had exceeded his powers by failing
sufficiently to explain his decision with respect to each of the
plaintiff’s theories, as the arbitration agreement required, and
it therefore vacated the award. Finding no ambiguity in the
award, the district court refused to remand the matter to the
original arbitrator for clarification, and instead remanded to
a new arbitrator.
We conclude that although the arbitrator’s opinion was
minimal, it was nevertheless adequate to satisfy the terms of
the agreement. Accordingly, we REVERSE and REMAND
for reinstatement of the arbitral award. Furthermore, we note
that if the arbitrator’s explanation had been inadequate, the
proper remedy would have been a remand to the same
arbitrator for clarification.
I. BACKGROUND
This case originated as a suit brought in state court by
Daniel V. Green, Rhoda A. Giebel, Ruth A. Boyd, and Linda
L. Vincenti against their former employer, Ameritech
Services, Inc., and its parent corporation, Ameritech Corp.,
alleging discrimination under Michigan’s Elliott-Larsen Civil

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18 Green, et al. v. Ameritech Corp., et al. No. 98-2176
9Remand on this basis would be authorized only because the parties’
agreement imposed a duty of explanation on the arbitrator. We stress that
in the ordinary case remand for the purpose of having the arbitrator clarify
his reasoning would be inappropriate.
functus officio doctrine.9 The purpose of this exception is to
permit the arbitrator to complete an assigned task, and in this
case the district court adjudged the arbitrator’s task
incompletely executed. Remanding to Arbitrator Googasian
under these circumstances would not implicate any of the
concerns underlying the functus officio doctrine, as he would
simply be completing his duties by clarifying his reasoning,
not reopening the merits of the case. Cf. Teamsters Local 312
v. Matlack, Inc., 118 F.3d 985, 992 (3d Cir. 1997)
(“[W]hether a case falls within one of these [doctrinal
exceptions] must be considered in light of the underlying
rationale for the modern application of functus officio.”).
Therefore, if the district court were correct in its conclusion
that Arbitrator Googasian failed to explain his award, the
proper remedy would have been a remand to the same
arbitrator for clarification. We emphasize, however, that in
Part II.B. we have concluded that Arbitrator Googasian
minimally satisfied the explanation requirement stated in the
arbitration agreement; accordingly, no remand to any
arbitrator is warranted in this case.
III. CONCLUSION
For the foregoing reasons, we REVERSE the order of the
district court and REMAND for reinstatement of the arbitral
award.
No. 98-2176 Green, et al. v. Ameritech Corp., et al. 3
Rights Act, M ICH . C OMP . LAWS ANN . § 37.2101 et seq. (West
1985 & Supp. 1999). Ameritech removed the action to the
United States District Court for the Eastern District of
Michigan based on diversity of citizenship.
Before trial, the parties entered into an arbitration
agreement. The following provisions of the arbitration
agreement are particularly relevant to this appeal:
1. DISMISSAL OF CASE:
A stipulation dismissing Case No. 93-CV-73764-DT
with prejudice shall be filed after (1) this Agreement
has been executed and (2) Plaintiffs have filed briefs
in opposition to all of Defendants’ motions now
pending before the Court.
2. SELECTION OF ARBITRATOR:
The parties agree that George Googasian of
Bloomfield Hills, Michigan, shall be retained as the
arbitrator.
. . . .
10. TIME FOR AWARD: The arbitrator shall issue an
award within twenty-one (21) days from the date set
for filing of post arbitration briefs (if such briefs are
filed) or within twenty-one (21) days from the last
date of testimony. The arbitrator’s award shall be
accompanied by an opinion which explains the
arbitrator’s decision with respect to each theory
advanced by each Plaintiff and the arbitrator’s
calculation of the types of damages, if any, awarded
to each Plaintiff.
11. AWARD FINAL AND BINDING: The award of the
arbitrator shall be considered final and binding and
judgment upon the award may be entered in the
United States District Court for the Eastern District
of Michigan, Southern Division. Any challenge to

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4 Green, et al. v. Ameritech Corp., et al. No. 98-2176
the award shall be made only for the reasons
enumerated in section 10 of the Federal Arbitration
Act [(hereinafter “FAA”)], 9 U.S.C. §10, and must
be filed within fourteen (14) days of the award. If a
party challenges the award and its challenge is
rejected by federal courts, that party shall pay costs
and reasonable attorney fees incurred by the
opposing party in defending the challenge. Nothing
in this section implies that the arbitrator’s factual
findings or rulings on admission of evidence shall be
grounds for challenging the award.
. . . .
14. APPLICABILITY OF FEDERAL ARBITRATION
ACT: This Agreement is made pursuant to and is
governed by the Federal Arbitration Act, 9 U.S.C.
§1 et seq.
Joint Appendix (hereinafter “J.A.”) at 25-29 (Arbitration
Agreement). On July 25, 1996, in accordance with the
arbitration agreement, the district court dismissed the action
with prejudice, and the case proceeded to arbitration. When
the arbitration began, all four plaintiffs were parties to the
proceeding; within a few days, however, all plaintiffs except
Green settled.
The parties filed their post-arbitration briefs on May 5,
1997. On May 20, 1997, Arbitrator Googasian wrote a letter
to Green’s counsel stating that he had reviewed the case and
“would request the opportunity to discuss the matter with
each counsel privately before we move forward.” J.A. at 86
(Letter from Googasian to Huizenga). In his district court
action seeking to vacate the arbitrator’s decision, Green
explained that in July of 1997, Arbitrator Googasian
“indicated to the Plaintiff he wanted to settle the case, he had
not yet made a decision in the case but was having a hard time
finding discrimination.” J.A. at 58 (Appeal of Arbitrator’s
Ruling). In a letter dated January 14, 1998, Green’s counsel
wrote to Arbitrator Googasian, stating that the defendants had
indicated that they were not interested in settling and
No. 98-2176 Green, et al. v. Ameritech Corp., et al. 17
submission has been fully executed, an ambiguity arises
which the arbitrator is entitled to clarify.” La Vale Plaza, 378
F.2d at 573; see also IV M ACNEIL, S PEIDEL & S TIPANOWICH
§ 42.2.4.1, at 42:11 (noting that arbitrators have the authority
“to correct mistakes apparent on the face of the award, decide
issues undecided by the award, and clarify ambiguity
respecting the completeness of the award” (footnotes
omitted)).
In the instant case, the district court concluded, incorrectly
in our view, that Arbitrator Googasian breached the
arbitration agreement because he failed fully to execute his
obligation to explain his award, and it refused to remand.
Courts usually remand to the original arbitrator for
clarification of an ambiguous award when the award fails to
address a contingency that later arises or when the award is
susceptible to more than one interpretation. See, e.g., Glass,
Molders, Pottery, Plastics & Allied Workers Int’l Union,
Local 182B v. Excelsior Foundry Co., 56 F.3d 844, 847 (7th
Cir. 1995) (holding that uncertainty in an arbitration award
about which party would pay for the employee’s rehabilitation
justified the arbitrator’s extension of the deadline fixed in the
original award, and explaining that this question “can fairly be
characterized as ‘interpretive,’ allowing [the plaintiff-
appellant] to crawl though the loophole in the doctrine of
functus officio for clarification or completion, as distinct from
alteration, of the arbitral award”); Colonial Penn Ins. Co. v.
Omaha Indem. Co., 943 F.2d 327, 335 (3d Cir. 1991) (“[T]he
district court would be authorized to remand so that the
arbitrators themselves could clarify their intent as to the
remedy awarded.”); Courier-Citizen Co. v. Boston
Electrotypers Union No. 11, 702 F.2d 273, 279 (1st Cir.
1983) (holding that an arbitrator did not run afoul of the
functus officio doctrine when he issued a second arbitration
award; the first award was incomplete and “the second award
simply fleshed out the remedy announced initially”).
While a failure fully to explain an award does not leave
such an interpretive gap, we believe that it would nevertheless
authorize a remand based on this third exception to the

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16 Green, et al. v. Ameritech Corp., et al. No. 98-2176
original arbitrator on the doctrine of functus officio. Black’s
Law Dictionary explains that the term means “[h]aving
fulfilled the function, discharged the office, or accomplished
the purpose, and therefore of no further force or authority.”
BLACK’S LAW DICTIONARY 673 (6th ed. 1990); see also III
M ACNEIL, S PEIDEL & S TIPANOWICH § 37.6.1.1, at 37:25 (“In
most cases arbitrators’ appointments continue until they have
heard the case, made a final award, and disclosed it to both
parties. At this time their task is performed, their duties under
the arbitration agreement are discharged, and their arbitral
authority is at an end.”). The Third Circuit has explained:
“The policy which lies behind this [doctrine] is an
unwillingness to permit one who is not a judicial officer and
who acts informally and sporadically, to re-examine a final
decision which he has already rendered, because of the
potential evil of outside communication and unilateral
influence which might affect a new conclusion.” La Vale
Plaza, Inc. v. R.S. Noonan, Inc., 378 F.2d 569, 572 (3d Cir.
1967).
The doctrine of functus officio contains several exceptions.
This court has noted: “[The] rule [of functus officio] was
based on the notion that after an arbitrator has rendered an
award, his contractual powers have lapsed and he is ‘functus
officio.’ This rule, however, has its limits. A remand is
proper, both at common law and under the federal law of
labor arbitration contracts, to clarify an ambiguous award or
to require the arbitrator to address an issue submitted to him
but not resolved by the award.” Industrial Mut. Ass’n, Inc. v.
Amalgamated Workers, Local No. 383, 725 F.2d 406, 412 n.3
(6th Cir. 1984) (citations omitted). For this proposition, the
Industrial Mutual court cited La Vale Plaza, which contains
a more detailed discussion of the exceptions. The La Vale
Plaza court explained that (1) an “arbitrator can correct a
mistake which is apparent on the face of his award”; (2)
“where the award does not adjudicate an issue which has been
submitted, then as to such issue the arbitrator has not
exhausted his function and it remains open to him for
subsequent determination”; and (3) “[w]here the award,
although seemingly complete, leaves doubt whether the
No. 98-2176 Green, et al. v. Ameritech Corp., et al. 5
inquiring when a decision would issue. J.A. at 94 (Letter
from Huizenga to Googasian). The arbitrator did not respond
to this letter, nor did he respond to subsequent letters by both
parties. On May 1, 1998, Green filed a “Motion to Remove
Arbitrator and Reinstate Case to Federal Court.” In the
motion, Green alleged that Arbitrator Googasian’s failure to
issue a timely opinion was a breach of the arbitration
agreement, and he requested that the district court remove
Arbitrator Googasian and appoint a new arbitrator, or in the
alternative reinstate the case and allow it to proceed to trial.
Before the district court ruled on Green’s motion, Arbitrator
Googasian rendered his opinion in favor of Ameritech. The
opinion itself is six pages long. It sets forth the plaintiff’s
claims of age and race discrimination and retaliation, and it
focuses primarily on a description of the “Corporate Resizing
Process,” or “CRESP” process, which allegedly operated in
a discriminatory manner. The opinion concludes as follows:
AGE DISCRIMINATION
Considering all the evidence, the Arbitrator finds that
Plaintiff Daniel Green has not met his burden of proof
that the decision to terminate his employment in
November of 1992, constituted age discrimination in
violation [of the] Elliott-Larsen Civil Rights Act.
RACE DISCRIMINATION
Considering all the evidence, the Arbitrator finds that
Plaintiff Daniel Green has not met his burden of proof
that the decision to terminate his employment in
November of 1992, constituted race discrimination in
violation [of the] Elliott-Larsen Civil Rights Act.
RETALIATION
Considering all the evidence, the Arbitrator finds that
Plaintiff Daniel Green has not met his burden of proving,
in accordance with the standards set under the Elliott-
Larsen Civil Rights Act, that retaliation for protected

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6 Green, et al. v. Ameritech Corp., et al. No. 98-2176
1This challenge was timely under the agreement, as Ameritech agreed
to allow the appeal period for the arbitrator’s decision to begin running on
May 26, 1998, rather than May 7, which was the date of the award.
2Section 10 provides in relevant part:
(a) In any of the following cases the United States court in
and for the district wherein the award was made may make an
order vacating the award upon the application of any party to the
arbitration —
. . . .
(3) Where the arbitrators were guilty of misconduct in
refusing to postpone the hearing, upon sufficient cause
shown, or in refusing to hear evidence pertinent and
material to the controversy; or of any other misbehavior by
which the rights of any party have been prejudiced.
(4) 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.
activity was a factor which made a difference in the
decision to terminate his employment in November of
1992. The Arbitrator finds no evidence to support the
Plaintiff’s position that retaliation was, in any way, a
factor in Plaintiff Daniel Green’s termination.
J.A. at 44-45 (Arbitrator’s Op.).
On June 9, 1998, Green filed an “Appeal of Arbitrator’s
Ruling” in the District Court for the Eastern District of
Michigan1 under the same case number as the original action.
Green asked the district court to vacate Arbitrator
Googasian’s ruling pursuant to 9 U.S.C. § 10(a)(3) and (4)2
on the grounds that: (1) Arbitrator Googasian’s decision was
in breach of the agreement because it was not issued within
twenty-one days of the filing of post-arbitration briefs; (2)
Arbitrator Googasian exceeded his powers by issuing a
decision after being notified that he was in breach; and (3)
No. 98-2176 Green, et al. v. Ameritech Corp., et al. 15
Appellee’s Br. at 23-24. However, the arbitrator was not
required by the agreement “fully” to set forth the facts and his
conclusions; the agreement simply called for an explanation.
Although Arbitrator Googasian’s opinion was brief and
conclusory, he did “explain” why Ameritech prevailed on
each theory, namely, that Green had not met his burden of
proving that the decision was discriminatory or retaliatory.
If parties to an arbitration agreement wish a more detailed
arbitral opinion, they should clearly state in the agreement the
degree of specificity required. In addition, the use of familiar
legal terms would serve to ensure that reviewing courts have
a standard to guide their analysis. In the instant case,
Arbitrator Googasian’s opinion was certainly minimal. The
arbitration agreement, however, contained only the inexact
requirement of an explanation as to each theory, and we find
it significant that the arbitrator’s opinion provided a separate
discussion regarding each of the plaintiff’s theories and
explained, albeit briefly, the reasons for denying recovery on
each one.
C. The Remedy
Ameritech’s final contention is that the district court erred
in declining to remand to Arbitrator Googasian for
supplementation and clarification and in choosing instead to
vacate the award and remand to a new arbitrator to be selected
by the parties. Even were we to conclude that the arbitrator’s
opinion did not satisfy the contractual requirement of an
explanation of each of the plaintiff’s theories, we could not
affirm the district court’s order to remand to a new arbitrator.
In its analysis, the district court misconstrued the governing
law. The district court believed that remand to Arbitrator
Googasian was not an option; it stated that “[r]emand is
available when an arbitration award is ‘ambiguous.’” J.A. at
130 (Dist. Ct. Op.). Finding that Arbitrator Googasian’s
award was not ambiguous, the district court concluded that it
could not remand for an explanation. As both parties noted
in their briefs, the district court must have based its
conclusion that it lacked the authority to remand to the

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14 Green, et al. v. Ameritech Corp., et al. No. 98-2176
8Ordinarily, of course, “[a]rbitrators have no obligation to the court
to give their reasons for an award.” United Steelworkers v. Enterprise
Wheel & Car Corp., 363 U.S. 593, 598 (1960).
meanings.” New Elliott Corp. v. MAN Gutehoffnungshütte
AG, 969 F. Supp. 13, 15 (S.D.N.Y. 1997). In addition, the
arbitration panel in Western Employers actually refused to
make the requisite findings and conclusions, instead
questioning whether they were bound by the parties’
agreement; the panel did not include any findings or
conclusions. Unlike in the present case where the parties
dispute whether Arbitrator Googasian’s statements
“explained” his decision, the sufficiency of the panel’s
opinion in Western Employers does not seem to have been in
doubt.
Because “explain” is not a standard legal term, we are left
with little guidance as to how to determine whether the
arbitrator explained his decision so as to meet the
requirements of the agreement.8 To resolve this question, we
must examine closely the arbitrator’s opinion. In his opinion,
the arbitrator set forth facts pertaining to the dispute and a
brief discussion of each of the three claims. With regard to
age and race discrimination, the arbitrator wrote that
considering all of the evidence, Green had not met his burden
of proof that the decision to terminate his employment
constituted discrimination. The arbitrator wrote slightly more
about the retaliation claim, stating that Green had not met his
burden of proving that retaliation for protected activity was a
factor in the decision to terminate his employment. Green
takes issue with the brevity and the conclusory nature of the
arbitrator’s opinion:
The arbitrator did not fully set forth the facts of the case
presented by the Plaintiff or the Defendants. The
arbitrator did not fully set forth the legal theories of the
Plaintiff and the Defendants. The arbitrator did not
indicate which legal theories he would follow and which
he would not follow and why. The arbitrator did not
apply the facts to the law of the case.
No. 98-2176 Green, et al. v. Ameritech Corp., et al. 7
3Although the district court cited 9 U.S.C. § 10(a)(3), its decision
appears to have been based in fact on § 10(a)(4).
Arbitrator Googasian breached the agreement by not
explaining the decision with respect to each theory advanced
by the plaintiff.
On August 6, 1998, the district court issued an opinion
vacating Arbitrator Googasian’s award. With regard to
Green’s first claim, the district court found that Green had
waived his right to object to the timeliness of Arbitrator
Googasian’s opinion because he went along with Arbitrator
Googasian’s settlement plans, and found in the alternative that
Green was not prejudiced by the delay. As to Green’s claim
that Arbitrator Googasian improperly issued a decision in
favor of Ameritech after Green’s motion for removal, the
district court found that the arbitrator was not biased against
Green. The court went on to state: “In fact, it seems to this
court that if the arbitrator was biased at all, he was biased in
favor of the plaintiff. The arbitrator took the unusual step of
attempting to obtain a settlement for the plaintiff after the
arbitration proceedings.” J.A. at 128 n.2 (Dist. Ct. Op.). The
district court did find merit, however, in Green’s third claim
that the arbitrator exceeded his authority by failing to explain
his decision.3 The court reasoned: “Here, the arbitrator did
not ‘explain’ his decision with respect to each one of
plaintiff’s theories, as the term ‘explain’ is commonly
understood. Rather, the arbitrator merely announced his
decision with respect to each one of plaintiff’s theories. The
arbitrator’s opinion is totally conclusory and insufficient
according to the terms of the Arbitration Agreement.” J.A. at
129 (Dist. Ct. Op.). The district court therefore vacated the
arbitration agreement and remanded the matter to a new
arbitrator to be selected by the parties. The court refused
Ameritech’s suggestion that the award should instead be
remanded to Arbitrator Googasian for clarification, finding
that the award was not ambiguous.

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8 Green, et al. v. Ameritech Corp., et al. No. 98-2176
Ameritech filed a motion for reconsideration in the district
court, claiming that “the Court was wrong in concluding that
a more detailed opinion should not be requested from
Arbitrator Googasian.” J.A. at 143 (Mot. for Recons.). In
support of its claim that submission of the action to an
arbitrator other than Googasian impermissibly rewrote the
agreement, Ameritech attached the affidavits of two of its
attorneys, who explained that the selection of Arbitrator
Googasian was crucial to Ameritech’s decision to submit to
binding arbitration. J.A. at 156-61 (Affs. of Lichtenstein and
Kienbaum). The district court denied this motion, and
Ameritech appealed.
II. ANALYSIS
A. District Court’s Subject Matter Jurisdiction
Ameritech first challenges the subject matter jurisdiction of
the district court. This court applies a de novo standard of
review to questions of subject matter jurisdiction. See
Friends of the Crystal River v. EPA, 35 F.3d 1073, 1077 (6th
Cir. 1994).
Ameritech’s jurisdictional argument is that, since the
district court dismissed the case on July 25, 1996, pursuant to
the parties’ agreement to arbitrate, there was “no open
proceeding below” through which Green could challenge the
arbitrator’s ruling. Appellant’s Br. at 17. Ameritech does not
contend that a proper challenge to Arbitrator Googasian’s
decision could not have been brought. Its contention is that,
rather than instituting a new action under § 10 of the FAA in
order to challenge the arbitral award, Green instead
improperly filed an appeal in a dismissed case.
Green argues that the fact that a dismissal rather than a stay
was issued is of no importance, citing the Fifth Circuit’s
decision in Alford v. Dean Witter Reynolds, Inc., 975 F.2d
1161 (5th Cir. 1992). In Alford, which involved an appeal of
a motion to compel arbitration, the plaintiff-appellant argued
that the district court erred in dismissing her claims with
prejudice rather than staying them pursuant to § 3 of the FAA.
No. 98-2176 Green, et al. v. Ameritech Corp., et al. 13
7Section 10(a)(4) was formerly § 10(d).
id.; Western Employers apparently erroneously believed that
the inclusion of such findings would entitle it to greater
judicial scrutiny in the event that the arbitral award were
contested. See id. at 261. In the course of the hearings before
the three-member panel constituted by NASD, Western
Employers requested findings of fact and conclusions of law
several times. In response to one of these requests, Jefferies’s
counsel informed the panel that Western Employers could use
such findings for purposes of collateral estoppel in a related
class action pending against Jefferies. Although Western
Employers argued that the panel was required to make such
findings pursuant to the agreement, “[t]he Chairman of the
panel responded that the panel was not bound by an
agreement between Jefferies and Western [Employers].” Id.
at 260. The panel eventually rendered an award in favor of
Jefferies on all disputed issues, and it “did not include any
findings of fact and conclusions of law in its award.” Id.
The Ninth Circuit noted that it had “traditionally vacated
arbitration awards under [§ 10(d)7] in cases where the
arbitrators [have] somehow alter[ed] the parties’ contractual
obligations.” Id. at 262. While the provision is most
commonly violated when arbitrators rule on issues not
submitted to arbitration, the Ninth Circuit concluded that
“arbitrators can also ‘exceed their powers’ under 9 U.S.C.
§ 10(d) when they fail to meet their obligations, as specified
in a given contract, to the parties.” Id. Finding a violation,
the court vacated the arbitrator’s award.
Western Employers, however, is significantly different from
the instant case. First, the standard of explanation called for
in Western Employers is clear — the arbitration panel was
required to make findings of fact and conclusions of law —
whereas the agreement in the present case calls simply for an
explanation without specifying what that means. Unlike the
term “explain,” “‘[f]indings of fact’ and ‘conclusions of law’
are familiar terms in legal parlance with reasonably plain

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12 Green, et al. v. Ameritech Corp., et al. No. 98-2176
6For purposes of this opinion, we shall assume without deciding that
an arbitrator can exceed his powers in violation of § 10(a)(4) by failing to
fulfill his obligations, as opposed to by overstepping the bounds of his
authority.
arbitration award, we review factual findings for clear error
and questions of law de novo. See Glennon v. Dean Witter
Reynolds, Inc., 83 F.3d 132, 135 (6th Cir. 1996); see also
First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 947-
48 (1995) (agreeing with the majority of circuits that review
of a district court decision upholding an arbitration award
“should proceed like review of any other district court
decision finding an agreement between parties, e.g., accepting
findings of fact that are not ‘clearly erroneous’ but deciding
questions of law de novo”). The question whether an
arbitrator has exceeded his authority is a question of law that
we review de novo. See MidMichigan Reg’l Med. Ctr.-Clare
v. Professional Employees Div. of Local 79, Serv. Employee
Int’l Union, 183 F.3d 497, 501 (6th Cir. 1999). The district
court’s determination that Arbitrator Googasian did not
perform in accordance with the arbitration agreement involves
an interpretation of the meaning of “explain,” and as such is
also reviewed de novo. See, e.g., Boyer v. Douglas
Components Corp., 986 F.2d 999, 1003 (6th Cir. 1993)
(“[C]ontract interpretation is generally ‘a question of law not
subject to the clearly erroneous standard’ . . . .” (quoting
Weimer v. Kurz-Kasch, Inc., 773 F.2d 669, 671 (6th Cir.
1985))).
In ruling that Arbitrator Googasian exceeded his authority
by failing to explain sufficiently his decision,6 the district
court relied heavily on the Ninth Circuit’s decision in Western
Employers Insurance Co. v. Jefferies & Co., 958 F.2d 258
(9th Cir. 1992). In that case, the parties executed a Limited
Trading Authorization that included a standard agreement to
arbitrate any disputes under the rules of the National
Association of Securities Dealers (“NASD”). See id. at 259.
At the request of Western Employers, “the parties altered the
agreement to require arbitrators to accompany any award with
a statement of their findings of fact and conclusions of law, ”
No. 98-2176 Green, et al. v. Ameritech Corp., et al. 9
See id. at 1164. The Fifth Circuit rejected the claim,
explaining:
The weight of authority clearly supports dismissal of the
case when all of the issues raised in the district court
must be submitted to arbitration. As stated in Sea-Land
[Service, Inc. v. Sea-Land of Puerto Rico, Inc., 636
F.Supp. 750 (D. P.R. 1986)]:
Although we understand that plaintiff’s motion to
compel arbitration must be granted, we do not believe
the proper course is to stay the action pending
arbitration. Given our ruling that all issues raised in
this action are arbitrable and must be submitted to
arbitration, retaining jurisdiction and staying the action
will serve no purpose. Any post-arbitration remedies
sought by the parties will not entail renewed
consideration and adjudication of the merits of the
controversy but would be circumscribed to a judicial
review of the arbitrator’s award in the limited manner
prescribed by law.
Alford, 975 F.2d at 1164 (quoting Sea-Land Service, Inc., 636
F.Supp. at 757) (citations omitted). Although it is certainly
true that dismissal with prejudice of a plaintiff’s
discrimination claims has no effect upon a subsequent
challenge to an arbitrator’s ruling, which is an entirely
separate action, Green’s argument does not address
Ameritech’s objection to the procedure used to challenge
Arbitrator Googasian’s ruling.
In order to challenge an arbitrator’s decision under the FAA
when there is no pending proceeding in the district court, the
moving party must establish subject matter jurisdiction.
Ameritech is correct in asserting that the FAA does not
independently confer subject matter jurisdiction on the district
court. See Ford v. Hamilton Invs., Inc., 29 F.3d 255, 257 (6th
Cir. 1994) (“It is well established . . . that § 10 of the
Arbitration Act does not constitute a grant of subject matter
jurisdiction.”); IV IAN R. M ACNEIL, R ICHARD E. S PEIDEL &
THOMAS J. S TIPANOWICH , FEDERAL ARBITRATION LAW

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10 Green, et al. v. Ameritech Corp., et al. No. 98-2176
4The “appeal” was eventually renumbered and assigned to a different
district judge because the original judge recused himself.
5Section 10 of the FAA provides that a party seeking to vacate the
award should make an “application,” and § 6 states that “[a]ny application
to the court hereunder shall be made and heard in the manner provided by
law for the making and hearing of motions.” 9 U.S.C. § 6. Therefore, a
party should initiate a proceeding under § 10 by filing a motion to vacate,
not a complaint. See IV M ACNEIL, S PEIDEL & S TIPANOWICH § 38.4.3.1,
at 38:60. A motion to vacate should include the following information,
unless the information is already before the court:
(1) The name and address of the petitioner and respondent;
(2) facts establishing the jurisdiction of the court;
(3) a statement that the parties entered into a contract
containing an arbitration clause on a given date, unless the
§ 38.1.4, at 38:7. However, in the case at bar there was a
basis for subject matter jurisdiction in the district court
pursuant to 28 U.S.C. § 1332. Additionally, the arbitration
agreement recognizes the district court’s subject matter
jurisdiction with regard to enforcement of and challenges to
the arbitration award: “The award of the arbitrator shall be
considered final and binding and judgment upon the award
may be entered in the United States District Court for the
Eastern District of Michigan, Southern Division. Any
challenge to the award shall be made only for the reasons
enumerated in section 10 of the Federal Arbitration Act . . . .”
J.A. at 28 (Arbitration Agreement).
Ameritech essentially argues that the procedure employed
by Green to challenge the arbitrator’s decision deprived the
district court of the subject matter jurisdiction it otherwise
would have had. Rather than filing a “new” motion under the
FAA, Green filed an “appeal” of the arbitrator’s decision
using the case number of the dismissed case, and naming the
same judge.4 Ameritech contends that because Green
proceeded under the old case, he also failed to reestablish
diversity jurisdiction. Although the proper procedure for
initiating a proceeding under § 10 when there is no prior
jurisdictional basis is to file a motion to vacate the award that
sets forth the facts establishing jurisdiction,5 Green’s pleading
No. 98-2176 Green, et al. v. Ameritech Corp., et al. 11
motion challenges this, in which case the basis of the challenge
should be set out;
(4) a statement that the arbitrators made an award in favor
of petitioner on a given date and setting out the essential terms
of the award;
(5) a statement of the basis or bases for challenging the
award, relating each to the section(s) of FAA §10 and/or FAA
§11 upon which the challenge is based; and
(6) a request that the court vacate the award pursuant to
FAA §10, or where modification is sought, that the court modify
the award in particular respects pursuant to FAA §11, and
confirm it as so modified. In the latter case the motion should
request that that [sic] judgment be entered on the award in favor
of petitioner including interest and costs. Where the award is for
monetary relief, the amount requested should be the amount of
the award plus interest and costs.
Id. § 38.4.3.1, at 38:61 to 38:62 (footnotes omitted).
error did not bar the district court’s exercise of subject matter
jurisdiction. The district court clearly had diversity
jurisdiction over the action. While § 10 limits the scope of a
district court’s jurisdiction to review arbitral awards to four
specified grounds, Green’s challenge fell into one of the
categories listed in § 10. The district court’s jurisdiction to
review Green’s challenge was therefore not limited by § 10 or
the parties’ agreement, which contemplated review pursuant
to § 10. In these circumstances, the district court properly
exercised subject matter jurisdiction, and we have jurisdiction
to review the district court’s decision pursuant to 9 U.S.C.
§ 16(a)(1)(E) and 28 U.S.C. § 1291.
B. Whether Arbitrator Googasian Exceeded His Powers
Under 9 U.S.C. § 10(a)(4)
The district court found that Arbitrator Googasian exceeded
his powers because he failed to explain his decision as called
for by the arbitration agreement. The district court concluded
that the arbitrator “merely announced his decision with
respect to each one of plaintiff’s theories,” and that the
opinion was “insufficient according to the terms of the
Arbitration Agreement.” J.A. at 129 (Dist. Ct. Op.). When
reviewing a district court’s decision to confirm or vacate an

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