LPL Financial LLC v. Cure

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
LPL FINANCIAL LLC,
Petitioner,
v.
EILEEN LAW CURE,
Respondent.
§
§
§
§
§
§
§
§
CIVIL ACTION NO. H-26-2120
MEMORANDUM AND OPINION
LPL Financial LLC petitions to confirm an $821,504.71 arbitral award consisting of
$122,574.08 in compensatory damages; $45,324.73 in interest; $640,305.90 in attorneys’ fees; and
$13,300 in arbitration fees. (Docket Entry No. 1). Eileen Law Cure moves to vacate, modify, or
correct the attorney-fee portion of the award. (Docket Entry No. 18). Based on the pleadings, the
record, the motion, the responses, and the replies, the applicable law, and with the benefit of oral
argument, the court grants LPL’s petition to confirm the arbitral award, (Docket Entry No. 1), and
denies Cure’s motion to vacate or correct the award, (Docket Entry No. 18).
LPL is a broker-dealer and member firm of the Financial Industry Regulatory Authority
(“FINRA”). (Docket Entry No. 1 ¶ 7). Cure is a licensed investment advisor and certified public
accountant. Cure & Assocs., P.C. v. LPL Fin. LLC, 118 F.4th 663, 666 (5th Cir. 2024). Cure was
an independent contractor who worked as a registered representative with LPL from 2018 to 2021.
(Docket Entry No. 1 ¶ 7). When Cure was associated with LPL, the parties “entered into two
promissory notes dated December 19, 2018 and July 30, 2019.” (Id.). Under the Notes, if their
relationship ended before repayment, the “balance would become due and payable immediately.”
(Id.). Each Note “contained an agreement to arbitrate under the FINRA Rules.” (Id.). Cure also
United States District Court
Southern District of Texas
ENTERED
July 30, 2026
Nathan Ochsner, Clerk
Case 4:26-cv-02120 Document 27 Filed 07/29/26 in TXSD Page 1 of 7

2
executed a Uniform Application for Securities Industry Regulation or Transfer (“Form U4”) and
a Representative Agreement, both of which contained agreements to arbitrate under the FINRA
Rules. (Id.). Both the Promissory Notes and the Representative Agreement contained provisions
awarding attorneys’ fees in litigation arising under those documents. (See Docket Entry No. 22-2
at 3; Docket Entry No. 2-14 § 7(B)); see also CAL. CIV. CODE § 1717(a).
LPL terminated its relationship with Cure because her internal communications “reflected
potentially racially discriminatory hiring/interviewing preferences contrary to [LPL] standards of
conduct.” Cure & Assocs., 118 F.4th at 667. Litigation ensued, and the Fifth Circuit compelled
arbitration. See id. at 671. During the arbitration proceedings, Cure and her counsel failed to
appear at several hearings, including the main evidentiary hearing scheduled in December 2025.
(See Docket Entry No. 1 ¶¶ 19–22). LPL secured a $15,000 sanctions award for Cure’s failure to
respond to LPL’s discovery requests, in violation of FINRA Rules 13505 and 13507. (Id. ¶ 20).
The arbitral panel ultimately ruled in LPL’s favor, finding that Cure “failed to repay the Promissory
Notes and is wholly in breach of those Promissory Notes in the amount of $122,574.00.” (Docket
Entry No. 2-1 at 4). The panel awarded interest, arbitration fees, and attorneys’ fees. (See id. at
4–5). In awarding attorneys’ fees, the panel stated:
Respondent is liable for and shall pay to Claimant the sum of $640,305.90 in
attorneys’ fees pursuant to the terms of the Promissory Notes, the Representative
Agreement, CAL. CIV. CODE § 1707(a), and FINRA Rule 13212. This award of
attorneys’ fees includes and supersedes the $15,000 in monetary sanctions awarded
in the Order on the First Sanctions Motion.
(Id. at 5).
The panel departed substantially from LPL’s request for approximately $2 million in
attorneys’ fees. (Docket Entry No. 18 at 5). LPL’s fee request was based on extensive federal
litigation. Cure sued LPL for $150 million in damages in the United States District Court for the
Case 4:26-cv-02120 Document 27 Filed 07/29/26 in TXSD Page 2 of 7

3
Eastern District of Texas, including $85 million in damages for her personal claims and those of
her business entity, Premier Wealth & Retirement Management, and $65 million in damages for
claims on behalf of her accounting firm, Cure & Associates. Cure & Assocs., P.C. v. LPL Fin.
LLC, No. 1:22-CV-00311, ECF No. 1 at 24 (E.D. Tex. Aug. 4, 2022); (see Docket Entry No. 22-
2 ¶ 7). Cure also resisted arbitration, litigating the issue through a Fifth Circuit ruling. See Cure
& Assocs., 118 F.4th at 665–66.
After prevailing in arbitration, LPL filed this petition to confirm the arbitral award.
(Docket Entry No. 1). Cure moved to vacate, modify, or correct the attorney-fee portion of the
award. (Docket Entry No. 18). Cure argues that the fee award is flawed because it “relies upon
multiple sources of authority and combines multiple forms of relief into a single undifferentiated
figure.” (Docket Entry No. 18 at 6). Cure emphasizes that Section 1707(a) “does not even exist.”
(Id.). Cure argues that because there are “flaws” in the attorney-fee award and the explanation for
the amount awarded, the court cannot simply assume that the flaw was harmless. (See id. at 9–
10). Cure argues that the “resulting uncertainty prevents meaningful review and warrants vacatur,
modification, correction, or, at minimum, clarification of the legal basis supporting the award.”
(Id. at 10).
The FAA “authorizes a party to an arbitration agreement to seek several kinds of assistance
from a federal court.” Badgerow v. Walters, 596 U.S. 1, 4 (2022). “[A]fter an arbitral award has
issued, federal courts may confirm, vacate, or modify such an award under § 9, § 10, or § 11.”
Jules v. Andre Balazs Props., 146 S. Ct. 1209, 1215 (2026). “Under § 9, a court must confirm an
award upon request ‘unless the award is vacated, modified, or corrected as prescribed in sections
10 and 11.’” Id. (quoting 9 U.S.C. § 9). Cure cannot prevail under Sections 10 or 11.
Case 4:26-cv-02120 Document 27 Filed 07/29/26 in TXSD Page 3 of 7

4
First, Cure cannot state a claim for relief under Section 10 of the FAA. That section
provides four grounds for vacating an arbitration award: (1) the award was procured by corruption,
fraud, or undue means; (2) there was evident partiality or corruption in the arbitrators, or either of
them; (3) 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; or (4) 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. See 9 U.S.C. § 10. The grounds are
“exclusive.” Citigroup Glob. Mkts., Inc. v. Bacon, 562 F.3d 349, 352 (5th Cir. 2009) (quoting
Hall St. Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576, 581 (2008));
Cure does not allege corruption, fraud, undue means, or other misbehavior, such as refusing
to hear evidence or argument on certain issues. Cure’s arguments that the panel issued an unclear
and erroneous ruling require the court to hold that the panel “exceeded [its] powers within the
meaning of 9 U.S.C. § 10(a)(4).” Jones v. Michaels Stores, Inc., 991 F.3d 614, 616 (5th Cir. 2021)
(quoting McKool Smith, P.C. v. Curtis Int'l, Ltd., 650 F. App’x 208, 212 (5th Cir. 2016) (per
curiam)); see DynaColor, Inc. v. Razberi Techs., Inc., 795 F. App’x 261, 264 (5th Cir. 2020) (per
curiam) (doubting whether a manifest disregard for the law is a basis for vacating an arbitral
award). Arbitrators exceed their power when they “act contrary to express contractual provisions.”
Rain CII Carbon, LLC v. ConocoPhillips Co., 674 F.3d 469, 472 (5th Cir. 2012). Courts may
vacate “an award that ignores a plain contractual limitation on the authority of an arbitrator.”
Diverse Enters., Ltd. Co., L.L.C. v. Beyond Int’l, Inc., 827 F. App’x 422, 424 (5th Cir. 2020) (per
curiam). Court must sustain a fee award if the result is “rationally inferable from the contract,”
Case 4:26-cv-02120 Document 27 Filed 07/29/26 in TXSD Page 4 of 7

5
such as when the parties’ contract authorizes arbitrators to award reasonable attorneys’ fees to the
prevailing party. Id. at 425 (quoting Glover v. IBP, Inc., 334 F.3d 471, 474–75 (5th Cir. 2003)).
The Promissory Notes and Representative Agreement authorized LPL to collect
“reasonable attorney’s fees” incurred to enforce its rights under the Notes and the Agreement. (See
Docket Entry No. 22-2 at 3; Docket Entry No. 2-14 § 7(B)). FINRA Rule 13212, which the
Promissory Notes and Agreement incorporate, see Cure & Assocs., 118 F.4th at 666–67, allows
arbitrators to assess “attorneys’ fees, costs and expenses” as sanctions.
Because the panel awarded fees under the Notes and Agreement and as a sanction under
the FINRA rules, the panel’s fee award ruling for LPL is “inferable from the contract.” Diverse
Enters., 827 F. App’x at 425 (quoting Glover, 334 F.3d at 474–75). This court must confirm it.
This court cannot second-guess or substitute its judgment for the panel’s decision that $640,305.90
was a reasonable amount, inclusive of the $15,000 sanction award, “because that determination
was within the power of the arbitration panel.” Id. at 425 n.4.
Cure’s arguments about the erroneous citation to Section 1707 do not change the result.
Although Section 1707 does not exist, Section 1717 does. It provides that a court may award
attorneys’ fees to any prevailing party if the contract provides at least one party to the agreement
has the right to seek attorneys’ fees. See CAL. CIV. CODE § 1717(a). The mis-citation is an
immaterial typographical error that, under the benefit of the “doubt” that courts must give
arbitrators, does not justify vacatur. See UBS Fin. Servs., Inc. of Puerto Rico v. Efron, No. 23-
13879, 2025 WL 1833578, at *7 (11th Cir. July 3, 2025) (per curiam) (“[A] simple formulaic error
in the award is better addressed by modifying it rather than vacating it under 9 U.S.C. § 10(a).”);
see also Brook v. Peak Int’l, Ltd., 294 F.3d 668, 672 (5th Cir. 2002) (“A reviewing court examining
whether arbitrators exceeded their powers must resolve all doubts in favor of arbitration.”).
Case 4:26-cv-02120 Document 27 Filed 07/29/26 in TXSD Page 5 of 7

6
Cure’s argument that the arbitrators erred in issuing an aggregate fee award also fails.
“Arbitrators need not give reasons for their awards.” Sarofim v. Tr. Co. Of The W., 440 F.3d 213,
218 (5th Cir. 2006) (quoting Brabham v. A.G. Edwards & Sons Inc., 376 F.3d 377, 385 (5th Cir.
2004)). Even “an ambiguity in reasoning generally will not disturb their awards.” Ball Metal
Beverage Container Corp. v. Loc. 129, United Auto., Aerospace, & Agric. Implement Workers of
Am., No. 21-10755, 2022 WL 340573, at *7 (5th Cir. Feb. 4, 2022) (per curiam). The panel
concluded, at a minimum, that the total fee award was reasonable and justified by the combination
of authorities it cited. Because the court can “discern a possible rationale from the arbitrator’s
actions,” the “decision ‘must stand.’” Commc’ns Workers of Am. v. Sw. Bell Tel. Co., 953 F.3d
822, 828 (5th Cir. 2020) (quoting Oxford Health Plans LLC v. Sutter, 569 U.S. 564, 569 (2013)).
Second, Cure cannot state a claim for relief under Section 11. That Section permits courts
to “make an order modifying or correcting the award” when there is (a) “an evident material
miscalculation of figures or an evident material mistake in the description of any person, thing, or
property referred to in the award,” (b) “the arbitrators have awarded upon a matter not submitted
to them,” or (c) “the award is imperfect in matter of form not affecting the merits of the
controversy” and the modification or correction would “effect the intent thereof and promote
justice between the parties.” 9 U.S.C. § 11.
None of the grounds are present here. Cure does not argue that the panel calculated the
awarded fees incorrectly. Cure instead contends that the panel relied on a nonexistent legal
authority and that knowledge of that error might cause the panel to issue a different award. Cure
does not raise the sort of “unambiguous and undisputed mistake of fact” necessary for relief under
Section 11(a). Gonzalez v. Mayhill Behav. Health, LLC, No. CV 4:21-MC-00188, 2022 WL
1185889, at *5 (E.D. Tex. Apr. 21, 2022) (quoting McShane v. PilePro Steel, LP, No. 1:16-CV-
Case 4:26-cv-02120 Document 27 Filed 07/29/26 in TXSD Page 6 of 7

7
964, 2017 WL 1399703, at *7 (W.D. Tex. Apr. 19, 2017)). LPL requested fees from the panel,
(Docket Entry Nos. 22-2, 22-3), precluding relief under Section 11(b). And because Section 11(c)
applies to immaterial scrivener’s errors, Grain, 551 F.3d at 379, Cure cannot rely on it to modify
the amount of fees award to LPL, cf. UBS, 2025 WL 1833578, at *7. Section 11 does justify the
relief Cure seeks.
Because Cure cannot show that the award should be “vacated, modified, or corrected as
prescribed in sections 10 and 11,” the “court must confirm” LPL’s “award.” Jules, 146 S. Ct. at
1215 (quoting 9 U.S.C. § 9). LPL’s petition to confirm the arbitration award, (Docket Entry No.
1), is granted. Cure’s motion to vacate or correct the award, (Docket Entry No. 18), is denied.
LPL must submit a proposed final judgment for the court to enter by August 7, 2026.
SIGNED on July 29, 2026, at Houston, Texas.
________________________________
Lee H. Rosenthal
Senior United States District Judge
Case 4:26-cv-02120 Document 27 Filed 07/29/26 in TXSD Page 7 of 7