WESTMINSTER SECURITIES CORP., Petitioner-Appellee, v. PETROCOM ENERGY LIMITED, Petrocom Limited, Respondents-Appellants, 456 F. App'x 42

SUMMARY ORDER Appellants first argue that the district court erred by confirming that portion of the arbitration award which interpreted the tail provision to apply in the event of the placement agreement’s expiration. Our review of arbitral awards is extremely deferential: “If the parties agreed to submit an issue for arbitration, we will uphold a challenged award as long as the arbitrator offers a barely colorable justification for the outcome reached.” ReliaStar Life Ins. Co. of N.Y. v.

EMC Nat’l Life Co., 564 F.3d 81, 86 (2d Cir. 2009) (emphasis added) (internal quotation marks omitted). “[A]s long as the arbitrator is even arguably construing or applying the contract and acting within the scope of his authority, a court’s conviction that the arbitrator has committed serious error in resolving the disputed issue does not suffice to overturn his decision.” Id. (emphasis added) (internal quotation marks omitted). Given our extremely deferential standard of review, Appellants’ argument fails. The survival clause extended the tail provision in the event of termination or expiration.

If the tail provision applied only in the event of termination, and not expiration, a portion of the survival clause would be meaningless. “The rules of contract construction require us to adopt an

interpretation which gives meaning to every provision of the contract.” Paneccasio v. Unisource Worldwide, Inc., 532 F.3d 101, 111 (2d Cir.2008). The placement agreement’s separate tail and survival provisions could be seen as internally inconsistent and ambiguous, and the arbitration panel’s

interpretation was rational. Appellants next argue that the district court erred by confirming that portion of the arbitration award which granted Appellee’s claim for unjust enrichment. Appellants argue that the unjust enrichment claim fell outside the scope of the arbitration clause. We disagree. The parties’ arbitration agreement was worded broadly enough to encompass Westminster’s unjust enrichment claim. Westminster claimed that Petrocom unjustly reaped the fruit of Westminster’s efforts to introduce Petrocom to several potential investors.

The unjust enrichment claim clearly related to Westminster’s efforts as a placement agent. Therefore, the dispute fell within the scope of Westminster’s role under the placement agreements, which was governed by the arbitration clause.

Similarly, Petrocom’s Statute of Frauds argument is insufficient. “An arbi-tral award may be vacated for manifest disregard only where a petitioner can demonstrate both that (1) the arbitrators knew of a governing legal principle yet refused to apply it or ignored it altogether, and (2) the law ignored by the arbitrators was well-defined, explicit, and clearly applicable to the case.” Porzig v. Dresdner, Kleinwort, Benson, N. Am. LLC, 497 F.3d 133, 139 (2d Cir.2007) (internal quotation marks omitted).

Petrocom presented the Statute of Frauds issue to the arbitrators only as a brief point in support of a larger argument that Westminster’s unjust enrichment claim was precluded by a written contract. Petrocom has not demonstrated that this was enough to alert the arbitrators of what it now calls the governing legal principle, and the arbitrators’ disposition of the issue as presented did not constitute “manifest disregard.” We have considered Petrocom’s other arguments and find them without merit. AFFIRMED.