Fleetboston Financial Corporation N/k/a Bank of America Corporation v. ERIC E. ALT, ET AL., Counterplaintiffs

Of the District of New Hampshire, sitting by designation. *
United States Court of Appeals
For the First Circuit
No. 10-1035
FLEETBOSTON FINANCIAL CORPORATION N/K/A BANK OF AMERICA
CORPORATION; ROBERTSON STEPHENS GROUP, INC.,
Counterdefendants, Appellees,
v.
ERIC E. ALT, ET AL.,
Counterplaintiffs, Appellants.
APPEAL FROM THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MASSACHUSETTS
[Hon. Edward F. Harrington, U.S. District Judge]
Before
Lynch, Chief Judge,
Howard, Circuit Judge, and
DiClerico, District Judge. *
S. Elaine McChesney, with whom Alicia L. Downey, Laura K.
Langley, and Bingham McCutchen LLP were on brief, for appellees.
Arthur R. Miller, with whom Jeffrey L. Liddle, James R.
Hubbard, Michael E. Grenert, Liddle & Robinson, LLP., J. Owen
Todd, Kevin T. Peters, Edward F. Foye, and Todd & Weld LLP were
on brief, for appellants.
March 23, 2011

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LYNCH, Chief Judge. The district court confirmed an
arbitration award and later entered summary judgment against the
assertion of certain compensation claims on the theory that they
had been disposed of in the arbitration proceeding. Although the
arbitral plaintiffs achieved a large measure of success in the
arbitration, they appeal, arguing they should be free to further
litigate their compensation claims in court. We disagree and
affirm.
The underlying dispute involved the employment claims of
a group of forty-two former employees of Robertson Stephens, Inc.
(RSI), and was the subject of the longest arbitration ever held
before the New York Stock Exchange (NYSE). Because the lead
plaintiff in arbitration was Eric Alt, we refer to the appellants
collectively as ALT, as do the parties. ALT asserted claims in
arbitration under various theories of liability for over $140
million in damages. The arbitral panel heard many witnesses over
two years and awarded over $14 million plus interest to twenty-
seven of the forty-two ALT claimants. Fifteen claimants received
nothing.
A subset of ALT's employment claims were stayed in
federal court during the arbitration. After it had confirmed the
arbitration award, the United States District Court for the
District of Massachusetts was asked to enter summary judgment
against ALT on these stayed claims. The essential question was

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Fleet has since been acquired by Bank of America, and the 1
claims against Fleet have not been pursued on appeal.
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whether the confirmed arbitral award precluded the forty-two ALT
claimants from pursuing in court claims against Robertson Stephens
Group, Inc. (RSGI), the owner of RSI, and FleetBoston Financial
Corporation (Fleet), itself the owner of RSGI, for deferred 1
compensation under two agreements: (1) a cash equivalent plan (CEP)
of deferred cash compensation awarded to five ALT claimants in 2000
and to thirty-six in 2001, and (2) a restricted stock unit plan
(RSU) awarded to all forty-two claimants in the form of restricted
stock units that could be converted to an equal number of RSGI
shares.
These deferred compensation claims had clearly been
before the arbitrators as to RSI, and ALT had named Fleet and RSGI
themselves as parties to the arbitration proceedings, although both
denied the panel had authority over them. ALT also advanced a
variety of alternative theories as to why the arbitral panel could
hear the deferred compensation claims regardless of whether Fleet
and RSGI were parties to the arbitration proceedings, including
that RSI was an alter-ego of RSGI and that RSI was itself liable
for payment under the compensation plans.
The district court, construing the arbitral award,
concluded that judgment should enter against ALT on its deferred
compensation claims because it read the arbitral award as saying

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both (1) that the essence of those claims had been litigated during
the arbitration proceedings, and (2) that RSGI and Fleet were
parties in the arbitration proceedings. ALT now appeals.
We affirm. It is clear that the arbitral award did
decide the essence of ALT's two deferred compensation claims
against RSI, RSGI, and Fleet. ALT's belated attempt to seek remand
to the arbitration panel for clarification of the award after the
district court had confirmed that award was simply too little too
late. This conclusion is consistent with traditional res judicata
principles.
I.
We truncate our description of events to the minimum
needed to explain our reasoning.
ALT is a group of forty-two former employees of RSI, an
investment banking firm and wholly owned subsidiary of RSGI, which
was itself a wholly owned subsidiary of Fleet. Fleet began winding
down RSI's operations in July 2002.
In December 2002, ALT filed NYSE arbitration claims
against respondents Fleet, RSI, RSGI, and Fleet Securities, Inc.
(FSI), another Fleet subsidiary, for breach of promises to pay
bonuses in 2001 and 2002; violation of the Worker Adjustment and
Retraining Notification (WARN) Act, 29 U.S.C. §§ 2101-2109;
severance pay; violation of state wage statutes; and fraud,
negligent misrepresentation, and breach of fiduciary duty. ALT's

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The RSU plan included a clause providing for the 2
forfeiture of the RSU benefits if, during the six month period
immediately following an employee's termination date, that employee
"publicly disparages any member of the Company Group or Parent or
any of their respective officers, directors or senior executive
employees or otherwise makes any public statement that is adverse,
inimical or otherwise materially detrimental to the interests of
such Persons" or if the company "determines that the [employee's]
actions are adverse to the best interest of the Company Group or
Parent." The CEP plan contained a similar provision. The basis
for RSGI's assertion that ALT's actions had triggered these
forfeiture provisions was the publication of a Wall Street Journal
article reporting on the NYSE arbitration proceedings.
-5-
Statement of Claims aggregated the four respondents together and
did not differentiate its claims between them. FSI was dismissed
as a party in January 2005.
As a NYSE member firm, RSI was required to arbitrate, and
it filed an Answer to ALT's initial Statement of Claims in March
2003. Subsequently, RSGI informed ALT that the employees had
triggered the forfeiture provisions of the CEP and RSU deferred
compensation plans they had been issued, and that it did not 2
intend to pay ALT under either plan. This led ALT to file an
Amended Statement of Claims, which included claims for breach of
the CEP and RSU contracts against all respondents. Like ALT's
original claims, these claims did not differentiate among the
respondents.
RSI responded to ALT's Amended Statement of Claims in
July 2003. While RSGI did not itself answer ALT's claims, RSI--
whose counsel also represented RSGI--attempted on several occasions
to dismiss RSGI and Fleet from arbitration on the grounds that

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Fleet and RSGI appealed the district court's order. 3
Because there was not yet a final judgment, we determined we lacked
jurisdiction over the appeal. See Fleetboston Fin. Corp. v. Alt,
No. 03-1799 (1st Cir. Dec. 15, 2003).
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neither were "members, allied members, or member organizations" of
the NYSE and that neither had agreed to arbitrate. ALT opposed
each of RSI's attempts to dismiss RSGI and Fleet. The arbitration
panel never acted upon RSI's motions that RSGI be dismissed.
Concurrent with these early stages of the NYSE
arbitration, Fleet, RSI, RSGI, and FSI filed an action against ALT
in Suffolk Superior Court in March 2003, seeking, inter alia, a
declaratory judgment and a stay of the arbitration as to RSGI and
Fleet, again on the basis that neither RSGI nor Fleet were NYSE
members and that neither had agreed to arbitrate.
ALT removed the action to the United States District
Court for the District of Massachusetts on the basis of federal
question jurisdiction. The district court declined the request of
the litigation plaintiffs (the arbitration respondents) to stay the
arbitration as to RSGI and Fleet, and instead stayed its own
proceedings pending final resolution of the NYSE arbitration.3
Although the federal proceedings were stayed as of April
2003, in June 2004 ALT successfully sought leave to file
counterclaims, including claims pertaining to the CEP and RSU
plans. ALT sought leave on the basis that if the NYSE arbitration
panel ultimately determined that it lacked jurisdiction over one of

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the arbitration respondents, ALT's claims against them could be
barred by the applicable statute of limitations. The entry of
judgment against ALT on those counterclaims is the subject of this
appeal.
After the district court declined RSI, RSGI, FSI, and
Fleet's request for a stay of the arbitration but before taking
evidence itself, the arbitration panel, at the request of both
sides, sought clarification from the district court as to whether
its order required RSGI and Fleet to arbitrate. The district court
issued a responsive subsequent order stating that its initial order
had not required RSGI or Fleet to arbitrate and that, in its view,
whether the two were required to arbitrate was an issue properly
left for the federal district court for the Southern District of
New York. ALT never sought an order from the Southern District
clarifying whether RSGI was required to arbitrate.
The hearings in the arbitration began in January 2005.
RSGI and Fleet continued to maintain they could not be forced to
arbitrate. ALT, by contrast, argued that the arbitrators had
jurisdiction over RSGI and Fleet. ALT also argued that even if
RSGI and Fleet were not parties, each of ALT's claims could be
levied against RSI, which was unquestionably a party, and therefore
could be resolved by the panel. First, ALT argued that "RSI, RSGI
and Fleet were so interconnected that the actions of Fleet and RSGI
can be imputed to RSI under a number of principles, including

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agency, alter ego, and single employer doctrines." Second, ALT
argued that because the CEP and RSU plans were compensation
promised to ALT by RSI in exchange for services performed for RSI,
RSI could be held in breach of contract for RSGI's alleged failure
to honor the plans. Finally, ALT argued that RSI could be held
liable for the CEP and RSU claims because RSI's arbitration
agreement with its employees extended to all employment claims
against RSI or "its current or former agents, affiliates or
employees," thus rendering RSI liable for those claims.
Significantly, ALT asserted no claim against RSGI or Fleet that
they were liable independent of any liability of RSI.
The arbitration proceedings lasted more than two years
and included testimony from fifty-nine witnesses and the submission
of over four thousand exhibits. Each of the ALT claimants
presented evidence regarding the CEP and RSU claims to the
arbitration panel. Fleet representatives also testified
extensively on the subject of those plans. ALT's cause of action
in arbitration relating to the deferred compensation plans was the
same cause of action ALT later asserted against RSGI in federal
court, and these issues clearly fell within the scope of the issues
to be arbitrated under the contract.
On September 12, 2007, the arbitration panel issued a
decision that constituted a "full and final settlement of all
claims between the parties," and that awarded twenty-seven of the

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The panel promptly issued a revised award later on 4
September 12, 2007 "in which typographic errors have been
corrected" and in which "the award has been corrected, as confirmed
by the arbitrators, to reflect that [FSI] was dismissed as a named
respondent." No clarification was offered regarding RSGI's status.
One panel member, Arbitrator Daly, dissented in part on 5
the basis that he would have awarded ALT claimants "monetary
damages representing the value of the deferred compensation plans
purportedly forfeited" and that in his view, the panel "had the
authority to render such an award."
-9-
forty-two ALT claimants $14,690,000 in damages, plus interest. The
award caption listed Fleet, RSI, and FSI; it did not name RSGI.4
While the award identified the amount of damages awarded to each
claimant, it did not specify which of ALT's claims were successful,
and which were not.5
Following the issuance of the award, ALT made three
requests to the panel that it clarify that it had rendered the
award "against RSI alone," not RSGI, and had not decided either the
CEP or RSU claims. A majority of the panel decided not to modify
the award.
Returning to federal court, the parties jointly moved to
lift the federal stay in December 2007. ALT amended its
counterclaims related to the CEP and RSU claims so that they were
targeted against RSGI and Fleet, alleging that those claims
remained unresolved by the arbitration panel. RSGI and Fleet moved
for summary judgment as to those claims, arguing that in light of
the arbitral award, they were "barred as a matter of law by reason

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of claim preclusion, judicial estoppel, invited error, and
payment."
Before addressing ALT's CEP and RSU claims and Fleet and
RSGI's corresponding summary judgment motion, the district court
confirmed the arbitral award. Neither ALT nor RSGI challenged the
award, nor did either request remand to the arbitral panel for
clarification as to whether the award extended to RSGI on the CEP
and RSU claims.
After the award was confirmed, the district court entered
judgment against ALT on its CEP and RSU claims against RSGI,
reasoning both that RSGI was a party to the arbitration and that
the panel had resolved the claims. ALT then filed a motion for
reconsideration of the summary judgment order, arguing that the
district court should reverse its decision regarding the CEP and
RSU claims, or, in the alternative, remand to the arbitration panel
so that the panel could clarify the arbitral award. This was the
first time ALT raised the issue of remanding to the arbitration
panel. The district court denied ALT's motion in all respects.
ALT's appeal from the order granting summary judgment
timely followed.
II.
We review a district court's entry of summary judgment de
novo. Zayas v. Bacardi Corp., 524 F.3d 65, 67 (1st Cir. 2008).

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We are not asked to review the enforceability of the
arbitral award, cf. Salem Hosp. v. Mass. Nurses Ass'n, 449 F.3d
234, 237 (1st Cir. 2006), nor are we faced with a challenge to the
district court's confirmation of an award, cf. Kashner Davidson
Sec. Corp. v. Mscisz, 531 F.3d 68, 74 (1st Cir. 2008). Rather, the
question before us requires interpretation of the arbitral award to
determine whether it resolved the CEP and RSU claims ALT now seeks
to raise against RSGI in federal court.
In considering the scope of the arbitral award we look,
inter alia, at the claims made before the arbitration panel and the
arbitral award itself, comparing those claims to those later stated
to the court; how the issues reached arbitration; and the testimony
and evidence that was presented to the arbitrators. See Witkowski
v. Welch, 173 F.3d 192, 202-03 (3d Cir. 1999).
We agree with the district court's conclusion that the
award resolved all claims by ALT, including the CEP and RSU
deferred compensation claims. Whatever ambiguity there may have
been about whether RSGI was considered to be a formal party, we see
no ambiguity as to whether the arbitrators considered and resolved
the compensation claims. The same underlying conduct was the basis
for ALT's claims in arbitration as its claims in court, and the
matter was fully resolved. Numerous factors lead us to this
conclusion.

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First, the arbitrators stated they were resolving "all of
the claims between the parties." Before the panel, ALT clearly
raised the claims that they were owed compensation under the RSU
and CEP plans, and it raised those claims against all respondents,
not RSGI in particular. The arbitrators also considered evidence
as to the merits of those deferred compensation claims, including
from each of the claimants and from executives of Fleet, RSGI's
parent. Cf. Witkowski, 173 F.3d at 202 (interpreting scope of
arbitral award on the basis of the nature of "the evidence and
testimony" submitted).
In addition, ALT had argued to the arbitrators that RSGI
did not need to formally be a party to the arbitration for the CEP
and RSU claims to be resolved. That was so because ALT could
prevail on those claims against RSI on an alter ego theory, on the
theory that RSI was liable under the terms of the arbitration
contract, or on the basis that the CEP and RSU plans actually
constituted compensation promised to ALT by RSI in exchange for
services performed for RSI, thus rendering RSI liable for breach of
contract.
It is also significant that the arbitrators' case
summary, set forth in the award, unambiguously demonstrates that
ALT's compensation claims were before the panel: "Claimants, former
employees, allege violation of the WARN Act, RICO, fraud, breach of
contract, negligence and breach of fiduciary duty. Claimants seek

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The panel also noted that the claimants had withdrawn the 6
breach of fiduciary duty claim.
-13-
unpaid compensation, severance, bonuses and attorneys' fees."6
In light of the manner in which ALT presented the RSU and
CEP claims in its Amended Statement of Claims, the evidence ALT
presented to the panel, and the arbitral award itself, it is most
reasonable to interpret the award's scope--"all of the claims
between the parties"--to include all of ALT's CEP and RSU claims.
See Pujol v. Shearson/Am. Express, Inc., 829 F.2d 1201, 1206-07
(1st Cir. 1987) (relying on arbitration award's statement that it
constituted a "full and final settlement" of all claims to
determine panel had resolved all claims before it and that res
judicata barred claimant's attempt to relitigate certain previously
raised claims).
Our conclusion as to the award's scope is supported by
the fact that, even though RSI on three occasions requested the
arbitrators to modify the award to make clear that RSGI was not a
party and that ALT's CEP and RSU claims remained unresolved, a
majority of the arbitrators declined ALT's requests. Had the panel
wished to so clarify its award, it had full authority to do so.
Instead, faced with RSI's requests, the panel chose to let the
original award stand.
The arbitrators did not specify the basis for the dollars
awarded. It may be that the award included sums to the ALT

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claimants on the deferred compensation theory, or that it included
no award, or that the award represents a compromise on those
claims. On the evidence, the arbitrators could reasonably have
determined that the defenses asserted by the respondents were valid
and no award to any ALT claimant for the CEP and RSU deferred
compensation was warranted. Alternatively, on the evidence the
arbitrators could have adopted ALT's theory that RSI was RSGI's
alter ego and from this concluded any award or denial of award as
to ALT disposed of any issue as to RSGI and Fleet. We think the
latter is a likely reading given how the issue was framed.
In any event, "an arbitrator has no duty to set forth the
reasons underlying his award." Teamsters Local Union No. 42 v.
Supervalu, Inc., 212 F.3d 59, 67 (1st Cir. 2000); see also Pujol,
829 F.2d at 1206 ("The failure of an arbitrator to make detailed
supporting findings does not render such a final settlement
ambiguous as to the resolution of the matters in controversy.").
Whether liability was found and relief was awarded on the CEP and
RSU claims or not, or in what amount, is less important than the
conclusion that the claims were determined. That conclusion is
plainly supported by the particular circumstances of ALT's position
at arbitration, the arbitral award, and the panel's refusal to
modify the award as ALT requested.
ALT argues that the arbitration panel could not possibly
have decided the CEP and RSU claims because it had no jurisdiction

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ALT also presented an argument that RSGI's role as RSI's 7
agent might itself confer the panel with jurisdiction over RSGI.
Cf. InterGen N.V. v. Grina, 344 F.3d 134, 147-48 (1st Cir. 2003)
(acknowledging that in certain circumstances principals and agents
can bind each other to arbitration).
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over Fleet or RSGI. Cf. Wolf v. Gruntal & Co., 45 F.3d 524, 528
(1st Cir. 1995) (discussing the nature and limits of arbitral
tribunal's authority). This is not and could not be an assertion
that the arbitrators lacked jurisdiction over the deferred
compensation claims. At most it is an assertion made to us that
the arbitrators lacked jurisdiction over certain parties.
On these facts, this argument is unavailing. Before the
panel, ALT insisted that RSGI be considered a party, pointing both
to the fact that they had named RSGI as a party from the start, and
that RSGI was not prejudiced by its inclusion in the arbitration.7
Having both submitted its claims to the panel and consented to
confirmation of the award, ALT cannot now challenge the panel's
authority to resolve its deferred compensation claims, including
against RSGI. See Int’l Chem. Workers Union, Local No. 566 v.
Mobay Chem. Corp., 755 F.2d 1107, 1112 n.3 (4th Cir. 1985) ("'A
claimant may not voluntarily submit his claim to arbitration, await
the outcome, and, if the decision is unfavorable, then challenge
the authority of the arbitrators to act.'") (quoting Ficek v. S.
Pac. Co., 338 F.2d 655, 657 (9th Cir. 1964)).
It is true that the arbitrators never explicitly ruled on
the motions to dismiss RSGI and Fleet, advanced by RSI and opposed

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by ALT. The panel may well have thought it was not necessary to do
so because RSI was a party before them and a full determination of
the issues against RSI would have disposed of all claims against
RSGI. Alternatively, the panel may have implicitly rejected the
motions. See Fielding v. Tollaksen, 510 F.3d 175, 178-79 (2d Cir.
2007) (acknowledging view that "a district court's entry of
judgment without ruling on a motion or argument is tantamount to a
denial or rejection of that motion or argument.").
In any event, even if we were to assume that RSGI was not
formally a party to the arbitration, ALT's argument that this
entitles it to bring its CEP and RSU claims in federal court
against RSGI still misses the point. Before the panel, the
viability of ALT's CEP and RSU claims did not depend on RSGI being
a party. Rather, ALT extensively developed the argument that it
could pursue those claims against RSI itself and that RSI was a
proxy for RSGI. Whether or not RSGI was deemed to be a party by
the panel, we conclude the panel fully resolved ALT's CEP and RSU
claims.
ALT now argues that the district court should not have
construed the arbitral award itself, but should have remanded to
the arbitrator. However, at the time of the request to confirm the
award, ALT did not assert that there was an ambiguity that required
remand before confirmation. Nor did ALT pursue other measures that
were available in district court prior to confirmation of the

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In addition to failing to timely raise the issue of 8
remand, ALT also failed to pursue available remedies under the
Federal Arbitration Act (FAA), 9 U.S.C. § 1 et seq., for curing
what it now argues are ambiguities within the arbitral award. The
FAA outlines the appropriate procedures for challenging an arbitral
award. Under 9 U.S.C. § 10, a district court may vacate an
arbitral award upon request of a party to the arbitration; under
§ 11, it may modify or correct an award. It is significant that
ALT elected not to pursue either of these procedures. The Supreme
Court has recently made clear that, absent vacating or modifying an
award under those provisions, an arbitral award must be enforced.
See Hall Street Assocs. L.L.C. v. Mattel, Inc., 552 U.S. 576, 582,
586 (2008). A contrary interpretation of the FAA amounts to
"fighting the text," id. at 588, and failing to regard 9 U.S.C.
§§ 9-11 "as substantiating a national policy favoring arbitration
with just the limited review needed to maintain arbitration's
essential virtue of resolving disputes straightaway" risks
rendering arbitration "merely a prelude to a more cumbersome and
time-consuming judicial review process," id. (quoting Kyocera Corp.
v. Prudential-Bache Trade Servs., Inc., 341 F.3d 987, 998 (9th Cir.
2003) (en banc)) (internal quotation mark omitted); see also Decker
v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 205 F.3d 906, 909
(6th Cir. 2000) ("An arbitrator's award will be binding on the
parties unless they . . . seek to vacate, modify, or correct the
award under [9 U.S.C.] §§ 10 or 11.").
-17-
award. Whether these failures would have been enough to waive the 8
request to remand is not an issue we have to decide. This is so
because ALT failed to raise the issue of remand when it opposed
RSGI's summary judgment motion, and instead first raised the remand
issue within its Motion for Reconsideration of the district court's
order granting summary judgment on the deferred compensation
claims. See Dillon v. Select Portfolio Servicing, 630 F.3d 75, 80
(1st Cir. 2011) ("When a party makes an argument for the first time
in a motion for reconsideration, the argument is not preserved for
appeal.").

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RSGI also made strategic choices during the course of the 9
arbitration and federal litigation.
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Rather than pursue any of its available options prior to
confirmation, ALT, for what appear to be strategic reasons, bet
that it could convince the district court after confirmation of the
award that the award read the way it wanted--to leave open the
claims against RSGI. ALT essentially seeks another bite at the 9
apple after it submitted the relevant claims to arbitration; after
the panel issued a "full and final" arbitral award that it refused
to modify at ALT's request; after ALT failed to pursue the various
available avenues for clarifying, vacating, or modifying that
award; and even after the ALT claimants further ratified the award
by accepting payments made on October 12, 2007 that constituted
"full and final payment of the arbitration awards granted on
September 12, 2007." We conclude ALT is not entitled to this
second chance. Cf. Morani v. Landenberger, 196 F.3d 9 (1st Cir.
1999).
This conclusion is consistent with the doctrine of res
judicata, specifically claim preclusion, and is in service of that
doctrine's "dual purpose of protecting litigants from the burden of
relitigating an identical issue with the same party or his privy
and of promoting judicial economy by preventing needless
litigation." Sutliffe v. Epping Sch. Dist., 584 F.3d 314, 329 (1st
Cir. 2009) (quoting Parklane Hosiery Co. v. Shore, 439 U.S. 322,

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The issue of whether state or federal law should govern 10
a federal court's determination of the res judicata effect of an
arbitral award is one that "has not been much developed." 18B
Wright, Miller & Cooper, Federal Practice and Procedure § 4475.1,
at 530 (2d ed. 2002). Because New York preclusion law closely
resembles federal preclusion law, there is no reason to belabor the
point. Maharaj v. Bankamerica Corp., 128 F.3d 94, 97 (2d Cir.
1997) ("Under both New York law and federal law, the doctrine of
res judicata, or claim preclusion, provides that '[a] final
judgment on the merits of an action precludes the parties or their
privies from relitigating issues that were or could have been
raised in that action.'") (alteration in original) (quoting
Federated Dep't Stores, Inc. v. Moitie, 452 U.S. 394, 398 (1981));
see also Pike v. Freeman, 266 F.3d 78, 90 n.14 (2d Cir. 2001). Nor
do the parties raise this issue.
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326 (1979)) (internal quotation marks omitted). Under federal law,
a party asserting a res judicata defense must establish "(1) a
final judgment on the merits in an earlier suit, (2) sufficient
identicality between the causes of action asserted in the earlier
and later suits, and (3) sufficient identicality between the
parties in the two suits." Perez v. Volvo Car Corp., 247 F.3d 303,
311 (1st Cir. 2001) (quoting Gonzales v. Banco Cent. Corp., 27 F.3d
751, 755 (1st Cir. 1994)) (internal quotation marks omitted).10
"An arbitration award generally has res judicata effect
as to all claims heard by the arbitrators." Apparel Art Int'l,
Inc. v. Amertex Enters. Ltd., 48 F.3d 576, 585 (1st Cir. 1995); see
also Wolf, 45 F.3d at 528 ("Final arbitral awards are entitled to
the same preclusive effect as state court judgments, at least as
concerns claims and issues actually raised."). The arbitration
panel had no duty to set forth their reasoning for the award, see
Bernhardt v. Polygraphic Co. of Am., 350 U.S. 198, 203 (1956), and

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its choice not to do so "does not render [the] final settlement
ambiguous as to the resolution of the matters in controversy,"
Pujol, 829 F.2d at 1206. Nor does the panel's choice bar
application of res judicata. Id.
Nonetheless, it is true that there may be particular
difficulties in applying res judicata to arbitral awards. See
Postlewaite v. McGraw-Hill, 333 F.3d 42, 48 (2d Cir. 2003)
("Application of [collateral] estoppel following arbitration . . .
may be problematic because arbitrators are not required to provide
an explanation for their decision."); G. Richard Shell, Res
Judicata and Collateral Estoppel Effects of Commercial Arbitration,
35 UCLA L. Rev. 623, 639-47 (1988) (discussing several ways in
which courts have modified the traditional doctrine to fit unique
characteristics of arbitration). In light of the complexities of
applying the traditional res judicata doctrine to arbitration
awards, it has been suggested that courts have discretion as to
whether issue preclusion is appropriate. See 18B Wright, Miller &
Cooper, Federal Practice and Procedure § 4475.1, at 518 (2d ed.
2002). We need not consider that suggestion, as we find it clear
that the outcome we reach is consistent with the traditional
requirements.
ALT concedes that it sought to raise the same cause of
action in federal court as it raised to the arbitration panel. ALT
only argues that the arbitral award did not constitute a final

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We acknowledge that even though the district court 11
confirmed the arbitral award before dismissing ALT's CEP and RSU
claims on the basis that they were barred by res judicata, the
district court had not yet entered judgment confirming the award at
the time it dismissed ALT's claims. ALT does not raise any
argument on appeal related to this issue.
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judgment on the merits, and that the parties before the arbitration
panel were not sufficiently identical to RSGI, the party against
whom ALT brought its deferred compensation claims in federal court,
for res judicata to apply. We reject both arguments.
First, a judgment confirming an arbitral award "shall
have the same force and effect, in all respects, as, and be subject
to all the provisions of law relating to, a judgment in an action."
9 U.S.C. § 13. When a federal district court confirms an
arbitration award, "that judgment has res judicata effect as to all
matters adjudicated by the arbitrators and embodied in their
award." Apparel Art Int'l, Inc., 48 F.3d at 585. Here, the
arbitral award stated that it constituted a "full and final
settlement" of all claims presented. As ALT admits, the claims 11
it now asserts in federal court against RSGI are virtually
identical to those claims asserted against RSI and RSGI in the
arbitration. Cf. Pujol, 829 F.2d at 1207. And the "remedies
sought in both proceedings [are] identical." Norris v. Grosvenor
Marketing Ltd., 803 F.2d 1281, 1286 (2d Cir. 1986). For res
judicata purposes, that award is thus sufficiently final as to the

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Several other circuits have found privity to exist 12
between parent and subsidiary corporations where, as here, one
entity participated in arbitration and the other entity later faces
the same claims in court. See, e.g., Anchor Glass Container Corp.
v. Buschmeier, 426 F.3d 872, 879-80 (7th Cir. 2005); Mars Inc. v.
Nippon Conlux Kabushiki-Kaisha, 58 F.3d 616, 619 (Fed. Cir. 1995).
-22-
merits of the claims ALT now seeks to litigate in court. See
Pujol, 829 F.2d at 1206.
With regard to ALT's second argument, it is true that the
arbitrators did not explicitly decide whether RSGI was a party.
However, the arbitrators need not have decided RSGI's status for
res judicata to apply, for the reasons we have explained. It is
clear that RSGI either was a party to the arbitration or is at
least bound by the arbitration award. See id. at 1207. We reach
this conclusion without lingering over whether RSI and RSGI were in
privity. "We, along with other circuits, have long held that claim
preclusion applies if the new defendant is 'closely related to a
defendant from the original action--who was not named in the
previous law suit,' not merely when the two defendants are in
privity." Airframe Sys., Inc. v. Raytheon Co., 601 F.3d 9, 17 (1st
Cir. 2010) (quoting Negrón-Fuentes v. UPS Supply Chain Solutions,
532 F.3d 1, 10 (1st Cir. 2008)). RSI and RSGI were sufficiently
related for claim preclusion purposes.12
Not only did ALT have a full opportunity to litigate
these claims before the arbitrators, but they fully took advantage
of that opportunity. If there were some unfairness to ALT, we

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-23-
would be hesitant to apply res judicata principles here, but we see
no unfairness. That is especially so given ALT's strategic
decisions. Res judicata serves to prevent exactly the kind of
relitigation that ALT now seeks to undertake.
The judgment of the district court is affirmed.

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