depends upon the facts of each case including the background, experience, and conduct of the party. Piankhy, 703 F.2d at 730. The evidence must reflect a basis for finding actual knowledge of the existence of the right, a full and complete understanding of its meaning, and an understanding of the consequences of the waiver. Bueno, 714 F.2d at 493.
In this case, MPV does not allege that it was unaware of its constitutional right to due process or of the Board's arbitration rules. Nor does MPV allege that it did not fully understand the Board's rules or the effect of submitting to those rules. In light of MPV's sophisticated knowledge of and participation in the securities market and its previous actions in this case, such allegations would be, at the very least, highly suspect. Despite its knowledge of the Board and its rules, MPV voluntarily agreed to be bound by the Board's rules in Clause Two of the contract between the parties set forth in the Notice of Confirmation of Trade, which was mailed to the Grosses after the transaction was completed.
This clause said that it would be bound by the rules and regulations of the Securities Exchange Commission and any association whose rules govern the market. Clearly, MPV cannot argue that the execution of this agreement was not voluntary.
Accordingly, MPV cannot now raise claims which it explicitly waived in its contract with the Grosses.
MPV, however, also argues that the arbitrator's award should be set aside because it is irrational. MPV alleges that there was no evidence to support a finding that MPV failed to disclose the existence of the redemption feature prior to the completion of the transaction. Moreover, MPV alleges that the arbitrator's award of damages has "no relation to economic reality."
Review of an arbitrator's award, however, is limited by 9 U.S.C. §§ 10, 11 (1982). An arbitrator's award must be upheld unless it is "completely irrational," Swift Industries v. Botany Industries, 466 F.2d 1125, 1131 (3d. Cir. 1972), or it constitutes a "manifest disregard of the law." French v. Merrill Lynch, Pierce, Fenner & Smith, 784 F.2d 902 (9th Cir. 1986) (quoting George Day Construction Co. v. United Brotherhood of Carpenters, 722 F.2d 1471, 1477 (9th Cir. 1984)). Accordingly, even if I disagree with the reasoning employed by the arbitrator, I cannot vacate the award unless there is proof that the arbitrator's decision was "completely irrational." Teamsters Local Union No. 776 v. Rite Aid Corp., 638 F. Supp. 408 (M.D. 1985).
In this case MPV has done nothing more than allege facts which would allow me to disagree with the arbitrator's decision. Nevertheless, disagreement is not enough to overturn an arbitrator's decision. Based on the record before me, I find that the arbitrator's decision was adequately supported by evidence and was not tainted in any way with irrationality or disregard for the law. Accordingly, the arbitrator's decision will be upheld.
AND NOW, this 16th day of MARCH, 1988, after consideration of the Municipal Securities Rulemaking Board's Motion for Summary Judgment and the Motion to Vacate or Modify the Arbitration Award of the Municipal Securities Rulemaking Board filed by McLaughlin, Piven, Vogel, Inc. and the responses thereto, it is
1. The Municipal Security Rulemaking Board's Motion for Summary Judgment is GRANTED;
2. The petition of McLaughlin, Piven, Vogel, Inc. is DENIED; and
3. The decision of the arbitrator for the Municipal Securities Rulemaking Board is AFFIRMED.