                                                                           ACCEPTED
                                                                       04-15-00114-CV
                                                           FOURTH COURT OF APPEALS
                                                                SAN ANTONIO, TEXAS
                                                                   8/6/2015 8:39:13 PM
                                                                        KEITH HOTTLE
                                                                                CLERK



                      No 04-15-00114-CV
                                                FILED IN
                                         4th COURT OF APPEALS
           IN   THE FOURTH COURT OF APPEALS
                                          SAN ANTONIO, TEXAS
                    SAN ANTONIO, TEXAS   08/06/15 8:39:13 PM
                                           KEITH E. HOTTLE
                                                 Clerk

HARI PRASAD KALAKONDA AND LATHA KALAKONDA, Appellants
                         v.
            ASPRI INVESTMENTS, LLC, Appellee


            On Appeal from 45th Judicial District Court
        of Bexar County, Texas, Cause No: 2014-CI-16394,
          the Honorable Judge Karen H. Pozza, presiding.


                    APPELLANTS’ BRIEF


                Hari Prasad Kalakonda
                  5002, Newcastle Ln,
              San Antonio, Texas – 78249
                    Tel: 210 687 4988
             email: smfoodmart@yahoo.com
                     PRO-SE APPELLEANT

                     Latha Kalakonda
                  5002, Newcastle Ln,
              San Antonio, Texas – 78249
                    Tel: 210 687 4988
             email: smfoodmart@yahoo.com
                     PRO-SE APPELLEANT


                ORAL ARGUMENT REQUESTED
                               i
           I.   IDENTITY OF PARTIES AND COUNSEL

APPELLANTS:                          APPELLANTS’ COUNSEL:

Hari Prasad Kalakonda and            PRO-SE

Latha Kalakonda                      PRO-SE

APPELLE:                             APPELLEE’S COUNSEL:

Aspri Investments, LLC.               Michael D. Conner (Appellate)
                                      State Bar No. 04688650
                                      1415 Louisiana, 36th Floor
                                      Houston, Texas 77002
                                      Telephone: (713) 220-9162
                                      Facsimile: (713) 223-9319
                                Email: mconner@hirschwest.com

                                     Eric S. Lipper
                                     (Trial and Appellate)
                                     State Bar No. 12399000
                                     1415 Louisiana, 36th Floor
                                     Houston, Texas 77002
                                     Telephone: (713) 220-9182
                                     Facsimile: (713) 223-9319
                                     Email: elipper@hirschwest.com

                                     Frederick L. Fuhr
                                     (Trial and Appellate)
                                     T.B.A. No. 00798193
                                     107 Landing Blvd., Ste. F
                                     League City, Texas 77573
                                     Telephone 281.332.1400
                                     Facsimile 281.332.8885
                                     Email: ffuhr@aol.com
                                     ATTORNEYS FOR APPELLE
                               ii
                             II.    TABLE OF CONTENTS


I.         IDENTITY OF PARTIES AND COUNSEL ........................................ ii

III.       INDEX OF AUTHORITIES ................................................................. vi

       A. CASES            vi

       B. STATUTES viii

       C. OTHER AUTHORITIES                          viii

IV.        REFERENCES TO THE APPELLATE RECORD.............................. ix

V.         STATEMENT OF THE CASE .............................................................. 1

VI.        STATEMENT REGARDING ORAL ARGUMENT ........................... 1

VII.       ISSUES PRESENTED ............................................................................ 2

       1. Did the trial court err in confirming the arbitration award when the
          arbitrator refused to hear evidence pertinent and material to the
          controversy?2

       2. Did the trial court err in confirming the arbitration award when the
          arbitrator failed in full disclosures? Evident partiality of the arbitrator.
                2

       3. Did the trial court err in confirming the arbitration award when the
          arbitrator exceeded his power by making Kalakondas responsible for
          the award when they are not a party to the agreement under dispute
          personally? 2

                                                    iii
       4. Did the trial court err in confirming the arbitration award                                  2

        a.     err in confirming the arbitration award that was violated by the

Appellee before confirmation of the arbitration award? ...................................... 2

        b. abused its power confirming the arbitration award by interpreting

the award and by not sending for clarification?.................................................... 2

 VIII. STATEMENT OF FACTS ..................................................................... 3

       1. Overview          3

       2. The Dispute                 3

 IX.         SUMMARY OF ARGUMENTS ............................................................ 7

 X.          STATEMENT OF ARGUMENT .......................................................... 8

       1. Did the trial court err in confirming the arbitration award when the
           arbitrator refused to hear evidence pertinent and material to the
           controversy?8

       2. Did the trial court err in confirming the arbitration award when the
          arbitrator failed in full disclosures? Evident partiality of the arbitrator.
                12

        A. Pre Arbitration: .................................................................................. 17

        B. Post Arbitration: ................................................................................ 18

       3. Did the trial court err in confirming the arbitration award when the
          arbitrator exceeded his power by making Kalakondas responsible for
                                                       iv
               the award when they are not a party to the agreement under dispute
               personally? 23

        4. Did the trial court err in confirming the arbitration award                                         24

          a.      that was violated by the Appellee before confirmation of the

arbitration award? ................................................................................................ 24

          b. by interpreting the award and by not sending for clarification? ...... 27

  XI.          PRAYER ................................................................................................ 30

  XII.         CERTIFICATE OF COMPLIANCE................................................... 31

  XIII.        CERTIFICATE OF SERVICE ............................................................. 32

  XIV.         INDEX OF APPENDIX ....................................................................... 33




                                                             v
                             III.       INDEX OF AUTHORITIES

A. CASES


1.    Babcock & Wilcox Co. v. PMAC, Ltd., 863 S.W.2d 225, 234 (Tex. App.—

      Houston [14th Dist.] 1993, writ denied). ..................................................... 9

2.    Bernhardt v. Polygraphic Co., 350 U.S. 198, 203-04 n.4 (1956) ...................... 9

3.    Brown v. Witco Corp., 340 F.3d 209 (5th Cir.2003) ................................ 28

4.    Burlage v. Superior Court of Ventura Cty., 178 Cal. App. 4th 524 (2d

      Dist. Oct. 20, 2009), rev. denied, No. S178328 (Cal. Sup. Ct. Jan. 21,

      2010),............................................................................................................ 10

5.    Burlington N. R.R. Co. v. TUCO, Inc., 960 S.W.2d 629, 636 (Tex. 1997)

      ...................................................................................................................... 13

6.    Commonwealth Coatings Corp. v. Cont’l Cas. Co., 393 U.S. 145, 147

      (1968) ........................................................................................................... 13

7.    D.H. Blair Co. v. Gottdiener, 462 F.3d 95, 104 (2d Cir. 2006) .................... 26

8.    Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 217-221 (1985)). ....... 26

9.    Hall St. Assocs., LLC v. Mattel, 552 U.S. 576, 582 (2008) ........................ 26

10.   Hoteles Condado Beach, La Concha and Convention Center v. Union De

      Tronquistas Local 901, 763 F.2d 34, 40 (1st Cir.1985) ................................ 11
                                                              vi
11.   In re D. Wilson Constr. Co., 196 S.W.3d 774, 779 (Tex. 2006). ............... 3

12.   Jones v. Brelsford, 390 S.W.3d 486, 494 (Tex. App.—Houston [1st Dist.]

      2012, no pet.) ............................................................................................... 23

13.   Karlseng II, 2011 WL 2536504 at *8; ......................................................... 13

  14. Kosty v. South Shore Harbour Cmty. Ass’n, 226 S.W.3d 459, 464 (Tex. App.—

      Houston [1st Dist.] 2006, pet denied); .......................................................... 9

15.   KPMG, LLC v. Cocchi, 132 S.Ct. 23, 24-26 (2011); ................................. 25

16.   Mulhall v. UNITE HERE Local 355,618 F.3d 1279,1293 (11th Cir. 2010) .. 26

17.   Oil, Chemical & Atomic Workers International Union, Local 4-367 v. Rohm &

      Haas, Texas, Inc., 677 F.2d 492, 495 (5th Cir.1982) ................................... 28

18.   Olick, 151 F.3d at 139. ................................................................................. 29

19.   Ometto, 2013 WL 174259 at *4 ................................................................. 12

20.   San Antonio Newspaper Guild Local 25 v. San Antonio Light Division, 481 F.2d

      821, 824 (5th Cir.1973) ............................................................................... 28

21.   See Sirtex Oil Industries, Inc. v. Erigan, 403 S.W.2d 784 (Tex 1966). ............. 24

22.   Taylor v. Nelson, 788 F.2d 220, 225 (4th Cir. 1986). ................................ 26

23.   Thian Lok Tio v. Washington Hosp. Center, 753 F.Supp2d 9, 17 (2010) .. 13




                                                          vii
B. STATUTES


1. Section 10(a)(3), ................................................................................................ 10

2. Section 9 U.S.C. § 10(a)(3) ................................................................................. 8

3. TEX PR. CODE ANN. § 93.012 ..................................................................... 21

4. Tex. Bus. and Comm. Code § 17.46(b)(2), (3), (12), and (24) and §

    17.50(a)(3)............................................................................................................ 8

5. Texas Deceptive Trade Practices-Consumer Protection Act (“DTPA”) ............ 8



C. OTHER AUTHORITIES


1. AAA The Code of Ethics for Arbitrators in Commercial Disputes ................ 13

2. American Arbitration Association (AAA). ......................................................... 3

3. American Bar Association (ABA) Code of Ethics for Arbitrators in

    Commercial Disputes (2004) ............................................................................ 14

4. Federal Arbitration Act (FAA) ............................................................................ 3

5. Texas Arbitration Act(TAA) ............................................................................... 3




                                                              viii
    IV.    REFERENCES TO THE APPELLATE RECORD


                      CLERK’S RECORD

  Referred as              Filed Date           Appellate Cause No.
     1 CR                 04/02/2015              04-15-00114-CV
     2 CR                 06/09/2015              04-15-00114-CV

          [1 CR 21-25]: First Clerk Record from page 21 to 25




                   REPORTER’S RECORD

Referred as        Filed by        Filed date       Appellate Cause
                  Reporter                                No.
  1 RR            Tracy Ray       05/11/2015        04-15-00114-CV
                  Plummer
  2 RR           Mary Hellen      05/11/2015        04-15-00114-CV
                    Vargas
  3 RR             Erminia        05/13/2015        04-15-00114-CV
                   Uviedo
  4 RR            Tracy Ray       05/18/2015        04-15-00114-CV
                  Plummer

   1 RR 21-25: First Reporter’s Record from page 21 to 25




                                  ix
                          V.   STATEMENT OF THE CASE


             This is an appeal to vacate the Arbitration award [1 CR 6-10] and

remand for Arbitration.        This appeal follows trial court’s order confirming

arbitration award with cause number 2014-CI-16394 [1 CR 175-176].




             VI.    STATEMENT REGARDING ORAL ARGUMENT


             Appellants believe that an oral argument will aid the Honorable Court

in filling any gaps in the briefs and will aid the Court get clarifications if any by live

questioning and hence come to an informed conclusion.




                                               1
                          VII.   ISSUES PRESENTED


1. Did the trial court err in confirming the arbitration award when the arbitrator
   refused to hear evidence pertinent and material to the controversy?

2. Did the trial court err in confirming the arbitration award when the arbitrator
   failed in full disclosures? Evident partiality of the arbitrator.

3. Did the trial court err in confirming the arbitration award when the arbitrator
   exceeded his power by making Kalakondas responsible for the award when
   they are not a party to the agreement under dispute personally?

4. Did the trial court err in confirming the arbitration award

      a. err in confirming the arbitration award that was violated by the
         Appellee before confirmation of the arbitration award?

      b. abused its power confirming the arbitration award by interpreting the
         award and by not sending for clarification?




                                            2
                        VIII.    STATEMENT OF FACTS


   1. Overview

             Shubha, LLC. (Kalakondas are the owners of Shubha, LLC) assumed

the commercial lease (“lease”) [1 CR 237-256] of the convenience store/gas station

located at 4610 Seguin Rd., San Antonio, TX 78219 (“the premises”) on or about

March 18, 2008. Aspri Investments, LLC (“Aspri”) is the owner of the premises and

the landlord under the lease. Both have entered into a contract (lease agreement)

which is valid until February 28th, 2017.         The contract contains a compulsory

arbitration clause to resolve all the disputes related to the lease [1 CR 257-258]. The

arbitration is governed by Federal Arbitration Act (FAA) pursuant to rules of

American Arbitration Association (AAA). The arbitration under consideration here

was held under the same act and rules [1 CR 6-7]. The FAA and Texas Arbitration

Act(TAA) are not mutually exclusive. See In re D. Wilson Constr. Co., 196 S.W.3d

774, 779 (Tex. 2006). Rather, “the FAA only preempts contrary state law, not

consonant state law.” Id.

      2.     The Dispute

                    The arbitration concerned the lease assumed from “AASHIQ

Inc.” by SHUBHA LLC” for the premises with consent [1 CR 260-261] from Aspri.
                                              3
The dispute arose when the tenant requested for the accounting and verifiable

documents [1 CR 275-277, 1 CR 265-271 ] in writing for the money spent by

landlord on tenant’s behalf, collected by landlord in the name of monthly escrow

over and above what the lease permits. Instead of showing the accounting and

corresponding invoices for the escrow money collected from years, Aspri resorted to

default notices, threats of closing the business, threats of cancelling licenses[1 CR

451-472] and forced the Kalakondas into subsequent arbitration. As per the lease

Aspri should not be holding licenses [1 CR 250 section 12.1] but held them and

used them to blackmail Kalakondas. Kalakondas have requested this information

about accounting, in writing, only after several and repeated cordial verbal requests

from the beginning of the lease assumption.           Aspri always contended that

Kalakondas have no rights [1 CR 280-281] in many aspects [1 CR 435-438, 425-427]

as explained later in this brief. During the discovery it was discovered that Aspri has

hired third parties before the Kalakondas assumed the lease, which they did not

disclose while assuming the lease (Deceptive Trade Practice)[1 CR 257-258], to do

tasks that he was not supposed to be doing under the lease. Aspri was buying

insurance which is not only as per the lease but was also more than what the lease

permits, [1 CR 290-293] without any coverage for tenants but charging the tenant [1


                                              4
CR 239 Section 4.4], protesting the property taxes by hiring third parties [ 1 CR

280, 369-371] when he has no duty to do so under the lease [1 CR 241-242: Section

5.5 and 5.6] and charging the tenant even when no tax protest was filed[1 CR 279-

280, 428-434]. Kalakondas never defaulted on payment of rent and other monies

and made sure that the landlord had enough escrow as security including the

unaccounted escrow amount.            The solution was to simply show the service

performed, show the invoice for the service, and show the corresponding lease clause

that allows this expense. The landlord induced Kalakondas into signing the lease

assumption agreement [1 CR 257-258] without disclosing the preexisting agreements

with third parties while stating in the consent to the assignment[1 CR 260] that he

has no duty other than what is stated in the lease while having agreements with third

parties to do the exactly opposite.

             We agree that the lease is a triple net lease. We never disputed that

and is not disputing now, but the lease, which both of us have agreed to follow have

some obligations and responsibilities. The property leased is independent with only

Kalakondas as the tenants and is not part of a strip center. Just because it is a triple

net lease, land lord cannot interfere in our business against peaceful enjoyment

doctrine [1 CR 240 Section 4.5] and hire a fortune 500 company to clean our


                                               5
restrooms, fix a door knob or any other day to day maintenance and charge back to

the Kalakondas. As a business man we wanted to have control over our expenses.

We should be able to make a decision if an expense is necessary or worth it, or is it

something we can do ourselves and save. But it is not the case here. Landlord

collects money, spends his way, hires his way and never shows an account and how

he is authorized to spend that money the way he spends except sending a single page

statement at the end of the year without any details. For example in the references

[1 CR 373, 374, 377, 377, 378, 380, 381, 383, 384, 386, 387] lease doesn’t

authorize management charges and testing charges enumerated in the above

references and positively confirms that it is the responsibility of the landlord [1 CR

254 Sec. 15.16]. No accounting was provided for the year 2013 and 2014(The lease

was terminated on October 24th, 2014 and tenants evicted [1 CR 81-83] (all disputes

related to the lease are subject to arbitration)) though the lease calls for such

accounting by February 1st for every year for the previous year [1 CR 253-254 Section

15.14].

      The details, proofs and corresponding authorizations have been asked several

times but were never answered. Once we started asking in writing, we landed up in

arbitration.


                                             6
      The parties went through arbitration as required by the lease for alleged

breaches, with claims and counter claims. The arbitrator awarded around $66,000

to Aspri and denied all other claims in the arbitration including termination of the

lease and taking possession of the premises [1 CR 212-216] sought by Aspri.



                       IX.   SUMMARY OF ARGUMENTS

             The principle that arbitrators have the ability to be wrong has

established limits under the FAA. First an arbitrator cannot, refuse to hear evidence

“pertinent and material to the controversy”, second an arbitrator’s code of ethics

demands that he disclose any information whether material or not, that to an

objective observer create a reasonable impression of arbitrators partiality and err in

favor of disclosure when in doubt. Third an arbitrator should make an award on

matters only submitted to them or fully covered under parties’ arbitration agreement

without exceeding his powers as arbitrator. In the present case the arbitrator also

manifestly disregarded the law of the land and intentionally misinterpreted the lease

which any objective person would object to. Additionally the trial court abused its

power by interpreting the arbitration award instead of confirming as it says in words.




                                             7
                       X.   STATEMENT OF ARGUMENT

   1. Did the trial court err in confirming the arbitration award when the
      arbitrator refused to hear evidence pertinent and material to the
      controversy?

      Kalakondas, well before the arbitration, in a supplemental Counter Petition

[1 CR 59-62] plead that the actions of Aspri constituted breaches of the Texas

Deceptive Trade Practices-Consumer Protection Act (“DTPA”), and specifically Tex.

Bus. and Comm. Code § 17.46(b)(2), (3), (12), and (24) and § 17.50(a)(3) . Aspri

knowingly and with intent to induce the Defendants (Kalakondas) didn’t disclose

the existence of prior agreements with Tax protesting agency [1 CR 369-371] and

Titan management company [1 CR 365-368] while signing the lease assumption

agreement [1 CR 257-258].

      Section 9 U.S.C. § 10(a)(3) of the FAA lists three separate grounds for

vacatur: "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." Arbitrator prohibited the appellants from offering any

testimony and evidence [1 CR 63] though the other party was neither surprised nor

prejudiced. By doing so, Arbitrator engaged in misconduct by effectively refusing to


                                             8
hear and consider evidence pertinent and material to the controversy; engaged in

misbehavior by which Kalakonda’s rights have been prejudiced. Arbitrator had a

choice to admit the evidence and at least hear the arguments and make a ruling of

his choice. Arbitrators are not bound by the rules of evidence. See Bernhardt v.

Polygraphic Co., 350 U.S. 198, 203-04 n.4 (1956), Nor they are required to hear all

the evidence tendered by the parties as long as each party is given an adequate

opportunity to present evidence and arguments. Kosty v. South Shore Harbour Cmty.

Ass’n, 226 S.W.3d 459, 464 (Tex. App.—Houston [1st Dist.] 2006, pet denied);

Babcock & Wilcox Co. v. PMAC, Ltd., 863 S.W.2d 225, 234 (Tex. App.—Houston

[14th Dist.] 1993, writ denied). Arbitrator’s prior relationship with attorneys [1 CR

357-358] and his multi property relationship with Aspri to arbitrate his other leases

[1 CR 359-361] which he did not disclose neither before nor after the arbitration,

prevented the arbitrator from admitting evidence detrimental to Aspri. This is not a

procedural misconduct. The arbitrator excluded or prohibited evidence [ 1 CR 63],

which if admitted and credited would have resulted in definitely different outcome.

Even if the outcome would not necessarily have been different, Kalakondas were not

afforded a fundamentally fair hearing even though the arbitrator would not hear the

preferred evidence. Burlage v. Superior Court of Ventura Cty., 178 Cal. App. 4th 524 (2d

                                              9
Dist. Oct. 20, 2009), rev. denied, No. S178328 (Cal. Sup. Ct. Jan. 21, 2010), is an

excellent example of the type of case where relief for excluding material evidence was

warranted and granted. When Kalakondas have signed the arbitration agreement

knowingly or unknowingly, presumed that the arbitrator will be neutral and would

allow them to present material and pertinent evidence supporting their position in

any dispute and afford them a fair hearing. While refusing to admit the evidence,

the Arbitrator states the following1 in his order [1 CR 7]. Evidence, documents and

testimony that the arbitrator prohibited was not part of the hearing and Kalakondas

had deprived of fair hearing.

      However, not all refusals to hear evidence are misconduct but US Court of

Appeals, First Circuit held that, under Section 10(a)(3), "[v]acatur is appropriate only

when the exclusion of relevant evidence `so affects the rights of a party that it may




      1




                                              10
be said that he was deprived of a fair hearing.'" Hoteles Condado Beach, La Concha

and Convention Center v. Union De Tronquistas Local 901, 763 F.2d 34, 40 (1st

Cir.1985) (quoting Newark Stereotypers' Union No. 18 v. Newark Morning Ledger Co.,

397 F.2d 594, 599 (3rd Cir.1968)). Here Kalakonda’s rights have been prejudiced

and all the evidence prohibited could not be produced and a fair hearing was

deprived.




                                          11
2. Did the trial court err in confirming the arbitration award when the arbitrator
   failed in full disclosures? Evident partiality of the arbitrator.

      The U.S. Federal Arbitration Act (FAA) provides that a federal district court

may vacate an arbitration award, among other grounds, “where there was evident

partiality or corruption in the arbitrators, or either of them” 9 U.S.C. §10(a)(2).

The ground is mandatory, not discretionary. See Tex. Civ. Prac. & Rem. Code

§ 171.088(a) (“On application of a party, the court shall vacate an award. . . .”)

(emphasis added). What is evident partiality? Several courts have ruled but only two

versions exist. Evident partiality as per the Second Circuit court, under which a

court “may only find evident partiality sufficient to vacate an award when a

reasonable person, considering all of the circumstances, would have to conclude

the arbitrator was partial to one side.” Ometto, 2013 WL 174259 at *4 (internal

quotations marks omitted).     The court noted that under the Second Circuit

standard “the arbitrator is quite unlike a judge, who can be disqualified in any

proceeding in which his impartiality might be reasonably questioned.” Id. (internal

quotation marks omitted). Whereas, Ninth Circuit standard only requires “an

impression of possible bias”, to declare evident partiality. The U.S. federal circuit

courts are evenly split as to which is the correct standard of “evident partiality”.

Under Texas law, evident partiality is established by the nondisclosure of facts
                                            12
creating an impression of partiality, not by any evidence of bias in the performance

of the arbitrator’s duties. Karlseng II, 2011 WL 2536504 at *8; see Burlington N. R.R.

Co. v. TUCO, Inc., 960 S.W.2d 629, 636 (Tex. 1997) (citing Commonwealth Coatings

Corp. v. Cont’l Cas. Co., 393 U.S. 145, 147 (1968)). But see, e.g., Borst v. Allstate Ins.

Co., 717 N.W.2d 42, 45 (Wis. 2006) (“Evident partiality cannot be avoided simply

by a full disclosure and a declaration of impartiality.”).

      We consider the stringent version adapted by Second Circuit court and would

adapt the standard demanded by D C Circuit in Thian Lok Tio v. Washington Hosp.

Center, 753 F.Supp2d 9, 17 (2010) (a party alleging “evident partiality bears a heavy

burden to establish specific facts that indicate improper motives on the part of an

arbitrator.”) (internal quotations omitted). We will not rely on speculative and

conclusory allegations to support our claim.

      The arbitration was conducted as per FAA and following AAA rules of

commercial arbitration [1 CR 6-7]. AAA Code of Ethics for Arbitrators in

Commercial Disputes [Appendix 1], CANON I and CANON II specify ethical




                                               13
standards arbitrators have to follow by disclosure. CANON II.A.(2) states2 “An

arbitrator should disclose any interest or relationship likely to affect impartiality or

which might create an appearance of partiality.” American Bar Association (ABA)

Code of Ethics for Arbitrators in Commercial Disputes (2004)[Appendix 2] is as

stringent on disclosures by arbitrators as AAA Code of Ethics for Arbitrators and

incorporates all CANONs from I to X, pursuant to which the Arbitrator said he

made his disclosures.

               Mr. Jerry Hoover, was an appointed arbitrator by Aspri Investments,

unilaterally without consultation and acceptance in a take it or leave it assignment of

lease around March, 2008. No disclosures were made at the time of appointment by

the Arbitrator. No disclosures were made during the course of the lease of any

changes in business relationships with Aspri. When the arbitration ensued the

Arbitrator disclosed his business/professional relationship with the attorney Mr.




2
  “Persons who are requested to serve as arbitrators should, before accepting, disclose any known
existing or past financial, business, professional or personal relationships which might reasonably
affect impartiality or lack of independence in the eyes of any of the parties. For example,
prospective arbitrators should disclose any such relationships which they personally have with any
party or its lawyer, with any co-arbitrator, or with any individual whom they have been told will be
a witness. They should also disclose any such relationships involving their families or household
members or their current employers, partners, or professional or business associates that can be
ascertained by reasonable efforts;”

                                                    14
Frederick Fuhr [1 CR 355-356] who is Aspri’s first long standing counsel. The

Arbitrator mediated five cases with Mr. Fuhr. Approximately ten days before the

date of arbitration Aspri appointed another attorney Mr. Eric Lipper who and his

firm had an extensive business/professional relation with the Arbitrator in

arbitrating and mediating several cases [1 CR 357-358]. The disclosure was made

one day prior to the date of arbitration. The failure of the arbitrator to timely

disclose (when he had at least ten days’ time), deprived Kalakondas’ ability to object

to the arbitrator’s continued service. It is impossible to read, do further enquiry and

hence object when the arbitration is to be held next day and when we need to travel

to Houston for Arbitration. It can be conclusively proven from the emails [1 CR

363] that Mr. Eric Lipper was hired prior to July 15th, 2014 and arbitrator was aware

of it at least on July 15th. The venue was changed by the Arbitrator to Houston

which as per the lease must be held in Bexar County against the wishes of

Kalakondas [1 CR 354].].

             During this whole process of disclosure, the Arbitrator did not disclose

his business/professional relationship with Aspri Investment, Inc. whereas ethical

standards required that the disclosure should be about both party and their

attorneys. Information must be disclosed whether material or not. Being Aspri


                                             15
designated arbitrator for this location without any negotiation and acceptance and

for several other locations that Aspri owns in Texas and other places across the

country, under different names, the arbitrator cannot and could not be neutral and

independent due to conflict of interest as arbitrators are paid by the parties unlike

government Judges. One concern the disclosure standards address is the “bias, or

appearance of bias, that may flow from one side in an arbitration being a source or

potential source of additional employment, and thus additional income, for the

arbitrator.” This situation can definitely affect the impartiality of the arbitrator.

Studies show that any time one entity depends on another entity for a large

percentage of their business livelihood, some systematic bias in favor of that

company may develop. While it is true that Mr. Jerry Hoover is the arbitrator for

several of Plaintiff’s properties, the arbitrator never declared or disclosed that he is

the chosen and preselected arbitrator for the other properties [1 CR 359-361] other

than the current one.      In a routine conversation with another business man,

Kalakondas were able to gather a document [1 CR 359-361] which proved the

existence of business/professional relationship which the arbitrator should have

disclosed. Due to this conflict of interest the arbitrator could not make an impartial

decision based on the facts and evident partiality is reflected in his award.


                                              16
      The following list presents a systematic approach by Aspri from the beginning

to take advantage their acquaintance with the arbitrator to their advantage.


   A. Pre Arbitration:


      a. Arbitrator was preselected without consultation and consent.

      b. The same arbitrator was selected for multiple properties owned by Aspri,

         essentially hiring the arbitrator for most if not all of his properties. [1 CR

         359-361].

      c. As per initial disclosures of the arbitrator, the arbitrator had prior working

         relations ship with Mr. Frederick Fuhr in five instances of mediation. [1

         CR 355-356].

      d. The location of the arbitration was hijacked to Houston against the lease

         and law to Houston for personal convenience and against the assertions of

         Shubha LLC. [1 CR 354].

      e. Hired another attorney Mr. Eric Lipper in addition to Mr. Frederic Fuhr

         who, not only had a close working relationship with the arbitrator in 14

         instances but also his firm Hirch & Westheimer, PC in additional 11

         instances. [1 CR 357-358].


                                             17
   f. None disclosed the multi property relationship between Aspri Investments

      and the Arbitrator. [1 CR 359-361].

   g. Refused to allow and hear evidence detrimental to Aspri and pertinent

      and material to the controversy [ 1 CR 63].

   h. Kalakondas have been slowly and steadily pulled into this loop without

      them knowing what is happening.


B. Post Arbitration:


   i. Section 5.5 and 5.6 of the lease [1 CR 241-242] states that the Kalakonda’s

      have the right to protest property taxes and Aspri shall not join any such

      proceedings unless required otherwise by law. Texas law permits tenants to

      protest the property taxes. But, Aspri hired a third party, American

      Property Tax Service, Inc., to protest the property taxes [1 CR 369-371]

      and charged Kalakondas the fee [1 CR 373,377,380,383,386] which is

      disproportional to the savings achieved and far away from industry

      standard or range. Aspri argues that Kalakonda’s have no right [1 CR 279]

      and also in his deposition [1 CR 428-435]. It is important to notice that

      Section 5.1 of the lease has the wording “(unless specified otherwise in the


                                         18
   Lease)”. Section 4.4 of the lease also has the wording “except as may be

   required in this lease”. The Lease is a twenty page document which in the

   absence of the above wording is only a four page document.               The

   arbitrator completely misread or intentionally ignored the above wording

   in making the award [1 CR 214 item (C)] which clearly shows evident

   partiality and result of it.

j. Section 15.16 of the lease [1 CR 254-255] entitles Aspri to conduct tests

   “at any time” for the purpose of environmental evaluation and monitoring

   etc., but doesn’t allow Aspri to charge Kalakondas unless those tests are

   necessitated by contamination occurring during the tenancy of

   Kalakondas.       No contamination occurred during the tenancy of

   Kalakondas      but    have    been    charged   to    Kalakondas   [1   CR

   373,377,380,383,386] in the name of Titan Management fees.               The

   arbitrator stopped reading the lease on page three or four intentionally by

   not reading the wording “except……” in making the award [1 CR 214 item

   (C)] which clearly shows evident partiality and result of it.

k. Section 15.15 of the lease [1 CR 254-255] says “Landlord shall pay any and

   all obligations that it has with respect to its lenders or any preexisting


                                         19
   agreements”. The agreements with American Property Tax Service, Inc.,

   Titan Management Company, and any other still undisclosed agreements

   are preexisting agreements and hence Aspri should pay any and all the

   obligations with respect to such agreements. Again, the arbitrator stopped

   reading the lease on page three or four intentionally by not reading the

   wording “except……” in making the award [1 CR 214 item (C)] which

   clearly shows evident partiality and result of it.

l. Aspri indulged in fraud in the inducement for the reasons stated in the

   supplemental Counter Petition [1 CR 59-62]. The elements of fraud are

   that: (a) a material representation was made; (b) the representation was

   false; (c) when the representation was made, the speaker knew it was false

   or made it recklessly without any knowledge of the truth and as a positive

   assertion; (d) the speaker made the representation with the intent that the

   other party should act upon it; (e) the party acted in reliance on the

   representation; and (f) the party thereby suffered injury. Each of these

   elements is true in this case.

      As per Section 6.4 [1 CR 243-244] of the lease tenant should buy the

   insurance and deliver to landlord as proof of purchase and indemnify the


                                        20
   landlord etc. Aspri from the day one reiterated that tenant has no right to

   purchase insurance [1 CR 280] and also during the deposition of Aspri’s

   owner Sammy Virani says the same [1 CR 413-415,425-427,435-438] and

   confirms that they did not allow the tenants to buy insurance. Having

   been heard of all these evidence, and clear ambiguity in the lease because

   Aspri’s two attorneys and the owner of Aspri all have their own

   interpretations [1 CR 94,335] (According to Mr. Lipper, Kalakonda have

   to purchase the insurance), [1 CR 280] (According to Mr. Fuhr,

   Kalakonda’s have no right to purchase insurance) [1 CR 427](According to

   owner Sammy Virani, he has to buy and bill the tenant). In these

   circumstances the Arbitrator declares lease as unambiguous and declares

   breach contact and awards [1 CR 214 item (B)]. It is clear in this case that

   all elements of Fraud are satisfied and Kalakonda’s have suffered injury

   because of actions of Aspri, but the Arbitrator declares no fraud [1 CR

   215(D)]. All these decisions conclusively prove the partiality of the

   arbitrator in making his decisions.

m. Aspri breached the contract on day one by charging $3,000 to Kalakondas,

   while assuming the lease as Lease Assignment Fee which is not specified in


                                         21
         the lease. This is against the Texas law TEX PR. CODE ANN. § 93.012 as

         there is no such provision exists in the lease. Arbitrator while making a

         decision refused follow the law [1 CR 215(D)] of the land and reasoned

         that the claim was delayed and waived which is again against Tex. R. Civ.

         P. Rem. Code §16.069 where it says the counterclaim is not barred by

         limitation as the counterclaim arises out of the same transaction or

         occurrence that is the basis of action. Only breach of contract by Aspri is

         asserted in the arbitration as violation of law by Aspri is not in the purview

         of the arbitrator and Kalakondas reserve all the rights.

             Arbitrator’s pre and post arbitration acts clearly demonstrate his

partiality and any reasonable person would conclude that the arbitrator was not

neutral and showed partiality to Aspri.




                                            22
3. Did the trial court err in confirming the arbitration award when the arbitrator
   exceeded his power by making Kalakondas responsible for the award when
   they are not a party to the agreement under dispute personally?


      Arbitrator exceeded his powers by deciding issues not submitted to the

arbitrators by awarding relief against parties not bound by the arbitration agreement

under dispute.    Kalakondas have not personally signed the lease assignment

document [1 CR 257-259] or the lease that they have assumed from AASHIQ, Inc.,

and hence are not a party to the agreement under dispute for arbitration. In the

request for arbitration [1 CR 352-353] addressed to the arbitrator, Aspri neither

addresses nor mentions Kalakonda’s personally and seeks any relief personally

against them.

      The matter of personal liability was not presented to the arbitrator for a

decision. Even if presented, there is no basis for awarding against Kalakondas

personally. By making an award the Arbitrator exceeded his powers by deciding

matters that are not properly before him. In Jones v. Brelsford, 390 S.W.3d 486, 494




                                            23
(Tex. App.—Houston [1st Dist.] 2012, no pet.)3 In the present case, Kalakondas have

not signed the Lease in personal capacity and which is the only agreement under

dispute here.

      Aspri drafted the lease and other documents [1 CR 398,415]. Hence the

doctrine of “Contra Proferentem”4 or “Ambiguity” must apply and any ambiguities

must be interpreted against the drafter. See Sirtex Oil Industries, Inc. v. Erigan, 403

S.W.2d 784 (Tex 1966). Even after repeated requests Aspri failed to show that

Appellants assumed the lease in personal capacity, signed the arbitration agreement

in personal capacity for them to be personally responsible.



4. Did the trial court err in confirming the arbitration award

      a. that was violated by the Appellee before confirmation of the arbitration
         award?




            3
               The Houston Court of Appeals held that arbitrator exceeded its authority in ordering a trust
       beneficiary to convey her interest in a ranch to a co-beneficiary under a settlement agreement, when the
       divested beneficiary was not a signatory to the agreement containing the arbitration clause.
             4
               Contra Proferentem is a Latin term which means “against the offeror.” It refers to a standard in
       contract law which states that if a clause in a contract appears to be ambiguous, it should be interpreted
       against the interests of the person who insisted that the clause be included. This usually comes up when a
       contract is challenged in court. If the court reviews a contract and finds that a clause is ambiguous or could
       have more than one meaning, it determines which party wanted that clause included and interprets in favor
       of the other party. However the contra proferentem doctrine has no application when both parties are
       involved in the wording and the inclusion of the ambiguous clause in the contract.
                                                           24
      Aspri violated arbitrator’s award before confirmation by terminating the lease,

evicting the tenants (Kalakondas) and taking possession of the premises [2 CR 187-

189]. Immediately, Kalakondas have asked to review their decision and reserved all

their rights to claim damages but received a blunt reply5 [1 CR 190]. Aspri claimed

lease termination and writ of possession of premises in arbitration [1 CR 352-353, 1

CR 351] and in the trial court [1 CR 113] (As the parties are bound by the binding

arbitration clause, the trial court has no jurisdiction in adjudicating any disputes or

claims associated with the lease and must refer parties to Arbitration. If a

complaint/claim contains both arbitrable and non-arbitrable claims, the FAA

requires courts to compel arbitration of the arbitrable claims, even where this could

result in inefficient maintenance of separate proceedings in different forums. See

KPMG, LLC v. Cocchi, 132 S.Ct. 23, 24-26 (2011); Dean Witter Reynolds, Inc. v. Byrd,

470 U.S. 213, 217-221 (1985)). The relief requested by Aspri was denied in all the

forums.[1 CR 6-10, 1 CR 175] with the statement that “All relief not expressly




      5
       Mr. Kalakonda,

      I will call you tonight. I am not interested in engaging in any discussion that my client has done anything
      illegal. Any resolution of this matter will be simply that -- a resolution. If you think that I am going to listen
      to your bullshit excuses then you have the wrong guy. With that said, I will give you a call tonight to see if we
      can reach a resolution.
       Eric
                                                             25
granted here in is denied”. Even if there exists something in the arbitrator’s award

that can be enforced, it can be enforced only after confirmation, See Mulhall v.

UNITE HERE Local 355,618 F.3d 1279,1293 (11th Cir. 2010)( "’[a]rbitration awards

are not self-enforcing, [but] . . . must be given force and effect by being converted to

judicial orders’ on an appropriate motion to confirm or vacate”), (quoting D.H. Blair

Co. v. Gottdiener, 462 F.3d 95, 104 (2d Cir. 2006) (internal quotation marks

omitted). As the word implies, confirmation of an arbitration award is a summary

proceeding that merely converts what is already a final arbitration award into a

judgment of the court. See Hall St. Assocs., LLC v. Mattel, 552 U.S. 576, 582

(2008)6. See also Taylor v. Nelson, 788 F.2d 220, 225 (4th Cir. 1986). Aspri has

terminated the lease though denied by the arbitrator in his award on October 24 th

2014[2 CR 187-189]. By doing so Aspri has committed a breach of contract which

is arbitrable under parties lease.

        Because Aspri breached the award before confirmation, Aspri should be

denied right to ask the court to enforce by confirmation, the same award that they




        6
           (“The Act supplies mechanisms for enforcing arbitration awards: a judicial decree conforming an award, an
order vacating it, or an order modifying or correcting it. §§ 9–11. An application for any of these orders will get
streamlined treatment as a motion, obviating the separate contract action that would usually be necessary to enforce
or tinker with an arbitral award in court.”) (emphasis supplied).
                                                            26
breached on the other party. Even if they do, the court based on equitable relief

should refuse to enforce.

      This untimely and arbitrator denied lease termination rendered the award

null and void because the payments awarded are no longer relevant.             Some

payments were up to September 2015, some were up to March 2015 etc.

Additionally no accounting was provided for the years 2013 and 2014 years for the

payments made by Kalakondas and arbitrator did not make any adjustments to the

award for those payments made.

      The trial court erred by confirming the award, which was already breached by

Aspri and became irrelevant because of the actions of Aspri prior to confirmation.


      b. by interpreting the award and by not sending for clarification?


      In FoF and CoL [2 CR 165] the trial court finds the fact that there exists

some documents and evidence from the arbitration which proves that “Plaintiff was

clear that if Defendants owed money after the arbitrator rules, the Defendants either

needed to “pay up” or move out”. We have neither seen any such evidence, nor

received any such evidence from Aspri, nor submitted any such evidence to the court

nor produced any such evidence during the arbitration. The trial court instead of


                                            27
confirming the award as it says in words started interpreting with non-existing

evidence. A court may not interpret the award in order to resolve the ambiguity and

implement the award; instead, the court must remand the award to the arbitrator

with instructions to clarify the award's particular ambiguities. See, e.g., Brown v.

Witco Corp., 340 F.3d 209 (5th Cir.2003) (Citing See San Antonio Newspaper Guild

Local 25 v. San Antonio Light Division, 481 F.2d 821, 824 (5th Cir.1973)). Thus, if

the arbitration award in question is ambiguous in its scope or application, it is

unenforceable. Id. The arbitration agreement [1 CR 258] has an interim relief clause

where a party may seek interim relief. In the present case no interim relief was

sought and hence arbitrator gave a final award only on “claims and counterclaims

that have been brought by any of the parties against the other parties with respect to

the subject matter ….”    [1 CR 10]. Nowhere has it said “pay up or move out” or

“…there is no lease left…”[2 CR 146-147 Item 4 Excerpts from 2 RR]. The attorney

representing Aspri grossly mislead the court in several instances to gain instant and

momentary advantage. A court is required to enforce an arbitration award only as

written by the arbitrator. Id ( See Oil, Chemical & Atomic Workers International Union,

Local 4-367 v. Rohm & Haas, Texas, Inc., 677 F.2d 492, 495 (5th Cir.1982)). Instead

of just confirming the award as required by the statute the trial court in its FoF and

                                             28
CoL [ 2 CR 168 Item 15] started deciding matters of resjudicata citing a case that

doesn’t involve arbitraion and started speculating on issues that have not been

submitted to the court. When the parties are bound by a binding arbitration

agreement the matters of resjudicata are to be addressed by the arbitrator in an

arbitration forum. This is especially true when the prior dispute was resolved by

arbitration when no institutional concerns of integrity and finality of court’s own

prior judgment are not present. Simply put, the prior-court-judgment exception

raises institutional concerns that are not present when the prior adjudication

occurred at arbitration. See Olick, 151 F.3d at 139. This is true even when the prior

arbitration award has been confirmed by court judgment. The trial court missed

finding the fact that the parties are bound by a binding arbitration clause. This is an

error.

         Hence the final award is final on all the issues submitted to the arbitrator but

not on the issues that have not yet occurred or that will occur during rest of the lease

or rest of the life of Kalakonda’s if they happen to be on the lease for the rest of

their life. On the same lines the trial court also gave a final judgment because the

arbitrator’s award was final and the trial court confirmed the whole award in one

judgement.      The arbitrator’s award has a choice to execute in any number of


                                               29
counterparts but the trial court chose to confirm one and final but again only on the

claims and counterclaims presented to the arbitrator.



                                   XI.   PRAYER

             WHEREFORE, PREMISES CONSIDERED, the Appellants Hari

Prasad Kalakonda and Latha Kalakonda pray that this Court vacate the arbitration

award confirmed by the trial court and remand for arbitration based on the grounds

presented. Further we pray that the court confirm that the final award and final

judgement is only on issues that have been presented to the arbitrator.



                                                         Respectfully Submitted

                                                        /s/Hari Prasad Kalakonda
                                                        /s/ Latha Kalakonda

                                                           Hari Prasad Kalakonda
                                                           Latha Kalakonda
                                                           Pro Se Appellants




                                            30
                    XII.   CERTIFICATE OF COMPLIANCE


      This document complies with the typeface requirements of Tex. R. App. P.9.4

(e) because it has been prepared in a conventional typeface no smaller than 14-point

font for text and 12-point for footnotes. This document also complies with the word-

count limitations of Tex. R. App. P. 9.4(i), if applicable, because it contains 5766

words, excluding any parts exempted by Tex. R. App. P. 9.4(i)(l).



                                              /s/ Hari Prasad Kalakonda
                                              /s/ Latha Kalakonda
                                              Hari Prasad Kalakonda
                                              Latha Kalakonda
                                              5002, Newcastle Ln,
                                              San Antonio, Texas – 78249
                                              Tel: 210 687 4988
                                              email: smfoodmart@yahoo.com
                                              PRO-SE APPELLEANTS




                                            31
                       XIII.   CERTIFICATE OF SERVICE

      The undersigned hereby certifies that a true and correct copy of the foregoing

instrument was served via eFile (to the extent the same was possible) and via

facsimile (to the extent service through said eFile was not possible) at the same time

as the foregoing was e-filed with the Court on August 06th, 2015.



      Michael D. Conner
      State Bar No. 04688650
      1415 Louisiana, 36th Floor
      Houston, Texas 77002
      Telephone: (713) 220-9162                   /s/ Hari Prasad Kalakonda
      Facsimile: (713) 223-9319                   /s/ Latha Kalakonda
      Email: mconner@hirschwest.com               Hari Prasad Kalakonda
                                                  Latha Kalakonda
      Eric S. Lipper                              5002, Newcastle Ln,
      State Bar No. 12399000                      San Antonio, Texas – 78249
      1415 Louisiana, 36th Floor                  Tel: 210 687 4988
      Houston, Texas 77002                        email:smfoodmart@yahoo.com
      Telephone: (713) 220-9182                   PRO-SE APPELLEANTS
      Facsimile: (713) 223-9319
      Email: elipper@hirschwest.com

      Frederick L. Fuhr
      T.B.A. No. 00798193
      107 Landing Blvd., Ste. F
      League City, Texas 77573
      Telephone 281.332.1400
      Facsimile 281.332.8885
      Email: ffuhr@aol.com
      ATTORNEYS FOR APPELLE

                                             32
                 XIV.    INDEX OF APPENDIX

1. AAA The Code of Ethics for Arbitrators in Commercial Disputes.

2. ABA The Code of Ethics for Arbitrators in Commercial Disputes.




                                   33
The Code of Ethics for Arbitrators
in Commercial Disputes
Effective March 1, 2004
The Code of Ethics for Arbitrators in Commercial Disputes was originally prepared in 1977 by a joint committee
consisting of a special committee of the American Arbitration Association® and a special committee of the American Bar
Association. The Code was revised in 2003 by an ABA Task Force and special committee of the AAA®.

Preamble

The use of arbitration to resolve a wide variety of disputes has grown extensively and forms a significant part of the
system of justice on which our society relies for a fair determination of legal rights. Persons who act as arbitrators
therefore undertake serious responsibilities to the public, as well as to the parties. Those responsibilities include
important ethical obligations.

Few cases of unethical behavior by commercial arbitrators have arisen. Nevertheless, this Code sets forth generally
accepted standards of ethical conduct for the guidance of arbitrators and parties in commercial disputes, in the hope
of contributing to the maintenance of high standards and continued confidence in the process of arbitration.

This Code provides ethical guidelines for many types of arbitration but does not apply to labor arbitration, which is
generally conducted under the Code of Professional Responsibility for Arbitrators of Labor-Management Disputes.

There are many different types of commercial arbitration. Some proceedings are conducted under arbitration rules
established by various organizations and trade associations, while others are conducted without such rules. Although
most proceedings are arbitrated pursuant to voluntary agreement of the parties, certain types of disputes are submitted
to arbitration by reason of particular laws. This Code is intended to apply to all such proceedings in which disputes or
claims are submitted for decision to one or more arbitrators appointed in a manner provided by an agreement of the
parties, by applicable arbitration rules, or by law. In all such cases, the persons who have the power to decide should
observe fundamental standards of ethical conduct. In this Code, all such persons are called “arbitrators,” although in
some types of proceeding they might be called “umpires,” “referees,” “neutrals,” or have some other title.

Arbitrators, like judges, have the power to decide cases. However, unlike full-time judges, arbitrators are usually engaged
in other occupations before, during, and after the time that they serve as arbitrators. Often, arbitrators are purposely
chosen from the same trade or industry as the parties in order to bring special knowledge to the task of deciding. This
Code recognizes these fundamental differences between arbitrators and judges.

In those instances where this Code has been approved and recommended by organizations that provide, coordinate, or
administer services of arbitrators, it provides ethical standards for the members of their respective panels of arbitrators.
However, this Code does not form a part of the arbitration rules of any such organization unless its rules so provide.


THE CODE OF ETHICS FOR ARBITRATORS IN COMMERCIAL DISPUTES                                                        1 | adr.org
Note on Neutrality

In some types of commercial arbitration, the parties or the administering institution provide for three or more arbitrators.
In some such proceedings, it is the practice for each party, acting alone, to appoint one arbitrator (a “party-appointed
arbitrator”) and for one additional arbitrator to be designated by the party-appointed arbitrators, or by the parties, or
by an independent institution or individual. The sponsors of this Code believe that it is preferable for all arbitrators
including any party-appointed arbitrators to be neutral, that is, independent and impartial, and to comply with the same
ethical standards. This expectation generally is essential in arbitrations where the parties, the nature of the dispute, or
the enforcement of any resulting award may have international aspects. However, parties in certain domestic arbitrations
in the United States may prefer that party-appointed arbitrators be non-neutral and governed by special ethical
considerations. These special ethical considerations appear in Canon X of this Code.

This Code establishes a presumption of neutrality for all arbitrators, including party-appointed arbitrators, which applies
unless the parties’ agreement, the arbitration rules agreed to by the parties or applicable laws provide otherwise. This
Code requires all party-appointed arbitrators, whether neutral or not, to make pre-appointment disclosures of any facts
which might affect their neutrality, independence, or impartiality. This Code also requires all party-appointed arbitrators
to ascertain and disclose as soon as practicable whether the parties intended for them to serve as neutral or not. If
any doubt or uncertainty exists, the party-appointed arbitrators should serve as neutrals unless and until such doubt or
uncertainty is resolved in accordance with Canon IX. This Code expects all arbitrators, including those serving under
Canon X, to preserve the integrity and fairness of the process.


Note on Construction

Various aspects of the conduct of arbitrators, including some matters covered by this Code, may also be governed by
agreements of the parties, arbitration rules to which the parties have agreed, applicable law, or other applicable ethics
rules, all of which should be consulted by the arbitrators. This Code does not take the place of or supersede such laws,
agreements, or arbitration rules to which the parties have agreed and should be read in conjunction with other rules of
ethics. It does not establish new or additional grounds for judicial review of arbitration awards.

All provisions of this Code should therefore be read as subject to contrary provisions of applicable law and arbitration
rules. They should also be read as subject to contrary agreements of the parties. Nevertheless, this Code imposes no
obligation on any arbitrator to act in a manner inconsistent with the arbitrator’s fundamental duty to preserve the integrity
and fairness of the arbitral process.

Canons I through VIII of this Code apply to all arbitrators. Canon IX applies to all party-appointed arbitrators, except that
certain party-appointed arbitrators are exempted by Canon X from compliance with certain provisions of Canons I-IX
related to impartiality and independence, as specified in Canon X.




THE CODE OF ETHICS FOR ARBITRATORS IN COMMERCIAL DISPUTES                                                         2 | adr.org
CANON I: An arbitrator should uphold the integrity and fairness of the arbitration process.

A.	   An arbitrator has a responsibility not only to the parties but also to the process of arbitration itself, and must observe high
	     standards of conduct so that the integrity and fairness of the process will be preserved. Accordingly, an arbitrator should recognize
	     a responsibility to the public, to the parties whose rights will be decided, and to all other participants in the proceeding. This
	     responsibility may include pro bono service as an arbitrator where appropriate.
B.	 One should accept appointment as an arbitrator only if fully satisfied:
      (1)	 that he or she can serve impartially;
      (2)	 that he or she can serve independently from the parties, potential witnesses, and the other arbitrators;
      (3)	 that he or she is competent to serve; and
      (4)	 that he or she can be available to commence the arbitration in accordance with the requirements of the proceeding and
      	    thereafter to devote the time and attention to its completion that the parties are reasonably entitled to expect.
C.	   After accepting appointment and while serving as an arbitrator, a person should avoid entering into any business, professional,
	     or personal relationship, or acquiring any financial or personal interest, which is likely to affect impartiality or which might
	     reasonably create the appearance of partiality. For a reasonable period of time after the decision of a case, persons who have
	     served as arbitrators should avoid entering into any such relationship, or acquiring any such interest, in circumstances which
	     might reasonably create the appearance that they had been influenced in the arbitration by the anticipation or expectation of
	     the relationship or interest. Existence of any of the matters or circumstances described in this paragraph C does not render it
	     unethical for one to serve as an arbitrator where the parties have consented to the arbitrator’s appointment or continued
	     services following full disclosure of the relevant facts in accordance with Canon II.
D.	 Arbitrators should conduct themselves in a way that is fair to all parties and should not be swayed by outside pressure, public
	   clamor, and fear of criticism or self-interest. They should avoid conduct and statements that give the appearance of partiality
	   toward or against any party.
E.	   When an arbitrator’s authority is derived from the agreement of the parties, an arbitrator should neither exceed that authority
	     nor do less than is required to exercise that authority completely. Where the agreement of the parties sets forth procedures to
	     be followed in conducting the arbitration or refers to rules to be followed, it is the obligation of the arbitrator to comply with
	     such procedures or rules. An arbitrator has no ethical obligation to comply with any agreement, procedures or rules that are
	     unlawful or that, in the arbitrator’s judgment, would be inconsistent with this Code.
F.	 An arbitrator should conduct the arbitration process so as to advance the fair and efficient resolution of the matters submitted
	   for decision. An arbitrator should make all reasonable efforts to prevent delaying tactics, harassment of parties or other
	   participants, or other abuse or disruption of the arbitration process.
G.	 The ethical obligations of an arbitrator begin upon acceptance of the appointment and continue throughout all stages of the
	   proceeding. In addition, as set forth in this Code, certain ethical obligations begin as soon as a person is requested to serve as
	   an arbitrator and certain ethical obligations continue after the decision in the proceeding has been given to the parties.
H.	   Once an arbitrator has accepted an appointment, the arbitrator should not withdraw or abandon the appointment unless
	     compelled to do so by unanticipated circumstances that would render it impossible or impracticable to continue. When an
	     arbitrator is to be compensated for his or her services, the arbitrator may withdraw if the parties fail or refuse to provide for
	     payment of the compensation as agreed.
I.	 An arbitrator who withdraws prior to the completion of the arbitration, whether upon the arbitrator’s initiative or upon the request
	   of one or more of the parties, should take reasonable steps to protect the interests of the parties in the arbitration, including
	   return of evidentiary materials and protection of confidentiality.




THE CODE OF ETHICS FOR ARBITRATORS IN COMMERCIAL DISPUTES                                                                         3 | adr.org
Comment to Canon I

A prospective arbitrator is not necessarily partial or prejudiced by having acquired knowledge of the parties, the applicable
law or the customs and practices of the business involved. Arbitrators may also have special experience or expertise
in the areas of business, commerce, or technology which are involved in the arbitration. Arbitrators do not contravene
this Canon if, by virtue of such experience or expertise, they have views on certain general issues likely to arise in the
arbitration, but an arbitrator may not have prejudged any of the specific factual or legal determinations to be addressed
during the arbitration.

During an arbitration, the arbitrator may engage in discourse with the parties or their counsel, draw out arguments or
contentions, comment on the law or evidence, make interim rulings, and otherwise control or direct the arbitration.
These activities are integral parts of an arbitration. Paragraph D of Canon I is not intended to preclude or limit either full
discussion of the issues during the course of the arbitration or the arbitrator’s management of the proceeding.

CANON II:	 An arbitrator should disclose any interest or relationship likely to affect impartiality or which might create
	          an appearance of partiality.

A.	 Persons who are requested to serve as arbitrators should, before accepting, disclose:
    (1)	 any known direct or indirect financial or personal interest in the outcome of the arbitration;
    (2)	   any known existing or past financial, business, professional or personal relationships which might reasonably affect impartiality
    	      or lack of independence in the eyes of any of the parties. For example, prospective arbitrators should disclose any such
    	      relationships which they personally have with any party or its lawyer, with any co-arbitrator, or with any individual whom they
    	      have been told will be a witness. They should also disclose any such relationships involving their families or household members
    	      or their current employers, partners, or professional or business associates that can be ascertained by reasonable efforts;
    (3)	 the nature and extent of any prior knowledge they may have of the dispute; and
    (4)	 any other matters, relationships, or interests which they are obligated to disclose by the agreement of the parties, the rules
    	    or practices of an institution, or applicable law regulating arbitrator disclosure.
B.	 Persons who are requested to accept appointment as arbitrators should make a reasonable effort to inform themselves of any
	   interests or relationships described in paragraph A.
C.	 The obligation to disclose interests or relationships described in paragraph A is a continuing duty which requires a person
	   who accepts appointment as an arbitrator to disclose, as soon as practicable, at any stage of the arbitration, any such interests
	   or relationships which may arise, or which are recalled or discovered.
D.	 Any doubt as to whether or not disclosure is to be made should be resolved in favor of disclosure.
E.	 Disclosure should be made to all parties unless other procedures for disclosure are provided in the agreement of the parties,
	   applicable rules or practices of an institution, or by law. Where more than one arbitrator has been appointed, each should inform
	   the others of all matters disclosed.
F.	 When parties, with knowledge of a person’s interests and relationships, nevertheless desire that person to serve as an arbitrator,
	   that person may properly serve.




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G.	 If an arbitrator is requested by all parties to withdraw, the arbitrator must do so. If an arbitrator is requested to withdraw by less than
	   all of the parties because of alleged partiality, the arbitrator should withdraw unless either of the following circumstances exists:
      (1)	 An agreement of the parties, or arbitration rules agreed to by the parties, or applicable law establishes procedures for
      	    determining challenges to arbitrators, in which case those procedures should be followed; or
      (2)	 In the absence of applicable procedures, if the arbitrator, after carefully considering the matter, determines that the reason
      	    for the challenge is not substantial, and that he or she can nevertheless act and decide the case impartially and fairly.
H.	 If compliance by a prospective arbitrator with any provision of this Code would require disclosure of confidential or privileged
	   information, the prospective arbitrator should either:
      (1)	 Secure the consent to the disclosure from the person who furnished the information or the holder of the privilege; or
      (2)	Withdraw.

CANON III: An arbitrator should avoid impropriety or the appearance of impropriety in communicating with parties.

A.	 If an agreement of the parties or applicable arbitration rules establishes the manner or content of communications between the
	   arbitrator and the parties, the arbitrator should follow those procedures notwithstanding any contrary provision of paragraphs
	   B and C.
B.	 An arbitrator or prospective arbitrator should not discuss a proceeding with any party in the absence of any other party, except
	   in any of the following circumstances:
      (1)	 When the appointment of a prospective arbitrator is being considered, the prospective arbitrator:
             (a)	 may ask about the identities of the parties, counsel, or witnesses and the general nature of the case; and
             (b)	 may respond to inquiries from a party or its counsel designed to determine his or her suitability and availability for the
             	    appointment. In any such dialogue, the prospective arbitrator may receive information from a party or its counsel disclosing
             	    the general nature of the dispute but should not permit them to discuss the merits of the case.
      (2)	 In an arbitration in which the two party-appointed arbitrators are expected to appoint the third arbitrator, each party-appointed 	
      	    arbitrator may consult with the party who appointed the arbitrator concerning the choice of the third arbitrator;
      (3)	   In an arbitration involving party-appointed arbitrators, each party-appointed arbitrator may consult with the party who
      	      appointed the arbitrator concerning arrangements for any compensation to be paid to the party-appointed arbitrator.
      	      Submission of routine written requests for payment of compensation and expenses in accordance with such arrangements
      	      and written communications pertaining solely to such requests need not be sent to the other party;
      (4)	 In an arbitration involving party-appointed arbitrators, each party-appointed arbitrator may consult with the party who
      	    appointed the arbitrator concerning the status of the arbitrator (i.e., neutral or non-neutral), as contemplated by paragraph C
      	    of Canon IX;
      (5)	   Discussions may be had with a party concerning such logistical matters as setting the time and place of hearings or making
      	      other arrangements for the conduct of the proceedings. However, the arbitrator should promptly inform each other party of
      	      the discussion and should not make any final determination concerning the matter discussed before giving each absent party
      	      an opportunity to express the party’s views; or
      (6)	 If a party fails to be present at a hearing after having been given due notice, or if all parties expressly consent, the arbitrator
      	    may discuss the case with any party who is present.
C.	   Unless otherwise provided in this Canon, in applicable arbitration rules or in an agreement of the parties, whenever an arbitrator
	     communicates in writing with one party, the arbitrator should at the same time send a copy of the communication to every other
	     party, and whenever the arbitrator receives any written communication concerning the case from one party which has not already
	     been sent to every other party, the arbitrator should send or cause it to be sent to the other parties.

THE CODE OF ETHICS FOR ARBITRATORS IN COMMERCIAL DISPUTES                                                                          5 | adr.org
CANON IV: An arbitrator should conduct the proceedings fairly and diligently.

A.	 An arbitrator should conduct the proceedings in an even-handed manner. The arbitrator should be patient and courteous to the
	   parties, their representatives, and the witnesses and should encourage similar conduct by all participants.
B.	 The arbitrator should afford to all parties the right to be heard and due notice of the time and place of any hearing. The arbitrator
	   should allow each party a fair opportunity to present its evidence and arguments.
C.	 The arbitrator should not deny any party the opportunity to be represented by counsel or by any other person chosen by the party.
D.	 If a party fails to appear after due notice, the arbitrator should proceed with the arbitration when authorized to do so, but only
	   after receiving assurance that appropriate notice has been given to the absent party.
E.	 When the arbitrator determines that more information than has been presented by the parties is required to decide the case,
	   it is not improper for the arbitrator to ask questions, call witnesses, and request documents or other evidence, including expert
	testimony.
F.	   Although it is not improper for an arbitrator to suggest to the parties that they discuss the possibility of settlement or the use of
	     mediation, or other dispute resolution processes, an arbitrator should not exert pressure on any party to settle or to utilize other
	     dispute resolution processes. An arbitrator should not be present or otherwise participate in settlement discussions or act as a
	     mediator unless requested to do so by all parties.
G.	 Co-arbitrators should afford each other full opportunity to participate in all aspects of the proceedings.


Comment to Paragraph G

Paragraph G of Canon IV is not intended to preclude one arbitrator from acting in limited circumstances (e.g., ruling on
discovery issues) where authorized by the agreement of the parties, applicable rules or law, nor does it preclude a majority
of the arbitrators from proceeding with any aspect of the arbitration if an arbitrator is unable or unwilling to participate
and such action is authorized by the agreement of the parties or applicable rules or law. It also does not preclude ex parte
requests for interim relief.

CANON V: An arbitrator should make decisions in a just, independent and deliberate manner.

A.	 The arbitrator should, after careful deliberation, decide all issues submitted for determination. An arbitrator should decide no
	   other issues.
B.	 An arbitrator should decide all matters justly, exercising independent judgment, and should not permit outside pressure to affect
	   the decision.
C.	 An arbitrator should not delegate the duty to decide to any other person.
D.	   In the event that all parties agree upon a settlement of issues in dispute and request the arbitrator to embody that agreement in
	     an award, the arbitrator may do so, but is not required to do so unless satisfied with the propriety of the terms of settlement.
	     Whenever an arbitrator embodies a settlement by the parties in an award, the arbitrator should state in the award that it is based
	     on an agreement of the parties.




THE CODE OF ETHICS FOR ARBITRATORS IN COMMERCIAL DISPUTES                                                                       6 | adr.org
CANON VI: An arbitrator should be faithful to the relationship of trust and confidentiality inherent in that office.

A.	 An arbitrator is in a relationship of trust to the parties and should not, at any time, use confidential information acquired during
	   the arbitration proceeding to gain personal advantage or advantage for others, or to affect adversely the interest of another.
B.	 The arbitrator should keep confidential all matters relating to the arbitration proceedings and decision. An arbitrator may obtain
	   help from an associate, a research assistant or other persons in connection with reaching his or her decision if the arbitrator
	   informs the parties of the use of such assistance and such persons agree to be bound by the provisions of this Canon.
C.	   It is not proper at any time for an arbitrator to inform anyone of any decision in advance of the time it is given to all parties. In a
	     proceeding in which there is more than one arbitrator, it is not proper at any time for an arbitrator to inform anyone about the
	     substance of the deliberations of the arbitrators. After an arbitration award has been made, it is not proper for an arbitrator to
	     assist in proceedings to enforce or challenge the award.
D.	 Unless the parties so request, an arbitrator should not appoint himself or herself to a separate office related to the subject matter
	   of the dispute, such as receiver or trustee, nor should a panel of arbitrators appoint one of their number to such an office.

CANON VII:	 An arbitrator should adhere to standards of integrity and fairness when making arrangements for
	           compensation and reimbursement of expenses.

A.	 Arbitrators who are to be compensated for their services or reimbursed for their expenses shall adhere to standards of integrity
	   and fairness in making arrangements for such payments.
B.	 Certain practices relating to payments are generally recognized as tending to preserve the integrity and fairness of the arbitration
	   process. These practices include:
      (1)	 Before the arbitrator finally accepts appointment, the basis of payment, including any cancellation fee, compensation in the
      	    event of withdrawal and compensation for study and preparation time, and all other charges, should be established. Except
      	    for arrangements for the compensation of party-appointed arbitrators, all parties should be informed in writing of the terms
      	established;
      (2)	   In proceedings conducted under the rules or administration of an institution that is available to assist in making arrangements
      	      for payments, communication related to compensation should be made through the institution. In proceedings where no
      	      institution has been engaged by the parties to administer the arbitration, any communication with arbitrators (other than party
      	      appointed arbitrators) concerning payments should be in the presence of all parties; and
      (3)	 Arbitrators should not, absent extraordinary circumstances, request increases in the basis of their compensation during the
      	    course of a proceeding.

CANON VIII: An arbitrator may engage in advertising or promotion of arbitral services which is truthful and accurate.

A.	 Advertising or promotion of an individual’s willingness or availability to serve as an arbitrator must be accurate and unlikely to
	   mislead. Any statements about the quality of the arbitrator’s work or the success of the arbitrator’s practice must be truthful.

B.	 Advertising and promotion must not imply any willingness to accept an appointment otherwise than in accordance with this Code.




THE CODE OF ETHICS FOR ARBITRATORS IN COMMERCIAL DISPUTES                                                                          7 | adr.org
Comment to Canon VIII

This Canon does not preclude an arbitrator from printing, publishing, or disseminating advertisements conforming to these
standards in any electronic or print medium, from making personal presentations to prospective users of arbitral services
conforming to such standards or from responding to inquiries concerning the arbitrator’s availability, qualifications,
experience, or fee arrangements.

CANON IX:	 Arbitrators appointed by one party have a duty to determine and disclose their status and to comply with
	          this code, except as exempted by Canon X.

A.	   In some types of arbitration in which there are three arbitrators, it is customary for each party, acting alone, to appoint one
	     arbitrator. The third arbitrator is then appointed by agreement either of the parties or of the two arbitrators, or failing such
	     agreement, by an independent institution or individual. In tripartite arbitrations to which this Code applies, all three arbitrators
	     are presumed to be neutral and are expected to observe the same standards as the third arbitrator.
B.	 Notwithstanding this presumption, there are certain types of tripartite arbitration in which it is expected by all parties that the two
	   arbitrators appointed by the parties may be predisposed toward the party appointing them. Those arbitrators, referred to in this
	   Code as “Canon X arbitrators,” are not to be held to the standards of neutrality and independence applicable to other arbitrators.
	   Canon X describes the special ethical obligations of party-appointed arbitrators who are not expected to meet the standard of
	neutrality.
C.	 A party-appointed arbitrator has an obligation to ascertain, as early as possible but not later than the first meeting of the arbitrators
	   and parties, whether the parties have agreed that the party-appointed arbitrators will serve as neutrals or whether they shall be
	   subject to Canon X, and to provide a timely report of their conclusions to the parties and other arbitrators:
      (1)	   Party-appointed arbitrators should review the agreement of the parties, the applicable rules and any applicable law bearing
      	      upon arbitrator neutrality. In reviewing the agreement of the parties, party-appointed arbitrators should consult any relevant
      	      express terms of the written or oral arbitration agreement. It may also be appropriate for them to inquire into agreements
      	      that have not been expressly set forth, but which may be implied from an established course of dealings of the parties or
      	      well-recognized custom and usage in their trade or profession;
      (2)	 Where party-appointed arbitrators conclude that the parties intended for the party-appointed arbitrators not to serve as
      	    neutrals, they should so inform the parties and the other arbitrators. The arbitrators may then act as provided in Canon X unless
      	    or until a different determination of their status is made by the parties, any administering institution or the arbitral panel; and
      (3)	   Until party-appointed arbitrators conclude that the party-appointed arbitrators were not intended by the parties to serve as
      	      neutrals, or if the party-appointed arbitrators are unable to form a reasonable belief of their status from the foregoing sources
      	      and no decision in this regard has yet been made by the parties, any administering institution, or the arbitral panel, they
      	      should observe all of the obligations of neutral arbitrators set forth in this Code.
D.	 Party-appointed arbitrators not governed by Canon X shall observe all of the obligations of Canons I through VIII unless otherwise
	   required by agreement of the parties, any applicable rules, or applicable law.




THE CODE OF ETHICS FOR ARBITRATORS IN COMMERCIAL DISPUTES                                                                         8 | adr.org
CANON X: Exemptions for arbitrators appointed by one party who are not subject to rules of neutrality.

Canon X arbitrators are expected to observe all of the ethical obligations prescribed by this Code except those from
which they are specifically excused by Canon X.

A.	 Obligations Under Canon I
	   Canon X arbitrators should observe all of the obligations of Canon I subject only to the following provisions:
    (1)	 Canon X arbitrators may be predisposed toward the party who appointed them but in all other respects are obligated to act in
    	    good faith and with integrity and fairness. For example, Canon X arbitrators should not engage in delaying tactics or harassment
    	    of any party or witness and should not knowingly make untrue or misleading statements to the other arbitrators; and
    (2)	 The provisions of subparagraphs B(1), B(2), and paragraphs C and D of Canon I, insofar as they relate to partiality, relationships,
    	    and interests are not applicable to Canon X arbitrators.
B.	 Obligations Under Canon II
    (1)	   Canon X arbitrators should disclose to all parties, and to the other arbitrators, all interests and relationships which Canon II
    	      requires be disclosed. Disclosure as required by Canon II is for the benefit not only of the party who appointed the arbitrator,
    	      but also for the benefit of the other parties and arbitrators so that they may know of any partiality which may exist or appear
    	      to exist; and
    (2)	 Canon X arbitrators are not obliged to withdraw under paragraph G of Canon II if requested to do so only by the party who
    	    did not appoint them.
C.	 Obligations Under Canon III
	   Canon X arbitrators should observe all of the obligations of Canon III subject only to the following provisions:
    (1)	 Like neutral party-appointed arbitrators, Canon X arbitrators may consult with the party who appointed them to the extent
    	    permitted in paragraph B of Canon III;
    (2)	   Canon X arbitrators shall, at the earliest practicable time, disclose to the other arbitrators and to the parties whether or
    	      not they intend to communicate with their appointing parties. If they have disclosed the intention to engage in such
    	      communications, they may thereafter communicate with their appointing parties concerning any other aspect of the case,
    	      except as provided in paragraph (3);
    (3)	   If such communication occurred prior to the time they were appointed as arbitrators, or prior to the first hearing or other
    	      meeting of the parties with the arbitrators, the Canon X arbitrator should, at or before the first hearing or meeting of the
    	      arbitrators with the parties, disclose the fact that such communication has taken place. In complying with the provisions of
    	      this subparagraph, it is sufficient that there be disclosure of the fact that such communication has occurred without disclosing
    	      the content of the communication. A single timely disclosure of the Canon X arbitrator’s intention to participate in such
    	      communications in the future is sufficient;
    (4)	 Canon X arbitrators may not at any time during the arbitration:
           (a)	 disclose any deliberations by the arbitrators on any matter or issue submitted to them for decision;
           (b)	 communicate with the parties that appointed them concerning any matter or issue taken under consideration by the
           	    panel after the record is closed or such matter or issue has been submitted for decision; or
           (c)	 disclose any final decision or interim decision in advance of the time that it is disclosed to all parties.




THE CODE OF ETHICS FOR ARBITRATORS IN COMMERCIAL DISPUTES                                                                       9 | adr.org
    (5)	   Unless otherwise agreed by the arbitrators and the parties, a Canon X arbitrator may not communicate orally with the neutral
    	      arbitrator concerning any matter or issue arising or expected to arise in the arbitration in the absence of the other Canon X
    	      arbitrator. If a Canon X arbitrator communicates in writing with the neutral arbitrator, he or she shall simultaneously provide
    	      a copy of the written communication to the other Canon X arbitrator;
    (6)	 When Canon X arbitrators communicate orally with the parties that appointed them concerning any matter on which
    	    communication is permitted under this Code, they are not obligated to disclose the contents of such oral communications
    	    to any other party or arbitrator; and
    (7)	 When Canon X arbitrators communicate in writing with the party who appointed them concerning any matter on which
    	    communication is permitted under this Code, they are not required to send copies of any such written communication to
    	    any other party or arbitrator.
D.	 Obligations Under Canon IV
	   Canon X arbitrators should observe all of the obligations of Canon IV.
E.	 Obligations Under Canon V
	   Canon X arbitrators should observe all of the obligations of Canon V, except that they may be predisposed toward deciding in
	   favor of the party who appointed them.
F.	 Obligations Under Canon VI
	   Canon X arbitrators should observe all of the obligations of Canon VI.
G.	 Obligations Under Canon VII
	   Canon X arbitrators should observe all of the obligations of Canon VII.
H.	 Obligations Under Canon VIII
	   Canon X arbitrators should observe all of the obligations of Canon VIII.
I.	 Obligations Under Canon IX
	   The provisions of paragraph D of Canon IX are inapplicable to Canon X arbitrators, except insofar as the obligations are also
	   set forth in this Canon.




THE CODE OF ETHICS FOR ARBITRATORS IN COMMERCIAL DISPUTES                                                                    10 | adr.org
        The Code of Ethics for Arbitrators in Commercial Disputes

 Approved by the American Bar Association House of Delegates on February 9, 2004
    Approved by the Executive Committee of the Board of Directors of the AAA


The Code of Ethics for Arbitrators in Commercial Disputes was originally prepared in
1977 by a joint committee consisting of a special committee of the American Arbitration
Association and a special committee of the American Bar Association. The Code was
revised in 2003 by an ABA Task Force and special committee of the AAA. Both the
original 1977 Code and the 2003Revision have been approved and recommended by both
organizations.

Preamble

The use of arbitration to resolve a wide variety of disputes has grown extensively and
forms a significant part of the system of justice on which our society relies for a fair
determination of legal rights. Persons who act as arbitrators therefore undertake serious
responsibilities to the public, as well as to the parties. Those responsibilities include
important ethical obligations.

Few cases of unethical behavior by commercial arbitrators have arisen. Nevertheless, this
Code sets forth generally accepted standards of ethical conduct for the guidance of
arbitrators and parties in commercial disputes, in the hope of contributing to the
maintenance of high standards and continued confidence in the process of arbitration.

This Code provides ethical guidelines for many types of arbitration but does not apply to
labor arbitration, which is generally conducted under the Code of Professional
Responsibility for Arbitrators of Labor-Management Disputes.

There are many different types of commercial arbitration. Some proceedings are
conducted under arbitration rules established by various organizations and trade
associations, while others are conducted without such rules. Although most proceedings
are arbitrated pursuant to voluntary agreement of the parties, certain types of disputes are
submitted to arbitration by reason of particular laws. This Code is intended to apply to all
such proceedings in which disputes or claims are submitted for decision to one or more
arbitrators appointed in a manner provided by an agreement of the parties, by applicable
arbitration rules, or by law. In all such cases, the persons who have the power to decide
should observe fundamental standards of ethical conduct. In this Code, all such persons
are called “arbitrators,” although in some types of proceeding they might be called
“umpires,” “referees,” “neutrals,” or have some other title.

Arbitrators, like judges, have the power to decide cases. However, unlike full-time
judges, arbitrators are usually engaged in other occupations before, during, and after the


                                                                                             1
time that they serve as arbitrators. Often, arbitrators are purposely chosen from the same
trade or industry as the parties in order to bring special knowledge to the task of deciding.
This Code recognizes these fundamental differences between arbitrators and judges.

In those instances where this Code has been approved and recommended by
organizations that provide, coordinate, or administer services of arbitrators, it provides
ethical standards for the members of their respective panels of arbitrators. However, this
Code does not form a part of the arbitration rules of any such organization unless its rules
so provide.

Note on Neutrality

In some types of commercial arbitration, the parties or the administering institution
provide for three or more arbitrators. In some such proceedings, it is the practice for each
party, acting alone, to appoint one arbitrator (a “party-appointed arbitrator”) and for one
additional arbitrator to be designated by the party-appointed arbitrators, or by the parties,
or by an independent institution or individual. The sponsors of this Code believe that it is
preferable for all arbitrators – including any party-appointed arbitrators – to be neutral,
that is, independent and impartial, and to comply with the same ethical standards. This
expectation generally is essential in arbitrations where the parties, the nature of the
dispute, or the enforcement of any resulting award may have international aspects.
However, parties in certain domestic arbitrations in the United States may prefer that
party-appointed arbitrators be non-neutral and governed by special ethical considerations.
These special ethical considerations appear in Canon X of this Code.

This Code establishes a presumption of neutrality for all arbitrators, including party-
appointed arbitrators, which applies unless the parties' agreement, the arbitration rules
agreed to by the parties or applicable laws provide otherwise. This Code requires all
party-appointed arbitrators, whether neutral or not, to make pre-appointment disclosures
of any facts which might affect their neutrality, independence, or impartiality. This Code
also requires all party-appointed arbitrators to ascertain and disclose as soon as
practicable whether the parties intended for them to serve as neutral or not. If any doubt
or uncertainty exists, the party-appointed arbitrators should serve as neutrals unless and
until such doubt or uncertainty is resolved in accordance with Canon IX. This Code
expects all arbitrators, including those serving under Canon X, to preserve the integrity
and fairness of the process.

Note on Construction

Various aspects of the conduct of arbitrators, including some matters covered by this
Code, may also be governed by agreements of the parties, arbitration rules to which the
parties have agreed, applicable law, or other applicable ethics rules, all of which should
be consulted by the arbitrators. This Code does not take the place of or supersede such
laws, agreements, or arbitration rules to which the parties have agreed and should be read
in conjunction with other rules of ethics. It does not establish new or additional grounds
for judicial review of arbitration awards.



                                                                                            2
All provisions of this Code should therefore be read as subject to contrary provisions of
applicable law and arbitration rules. They should also be read as subject to contrary
agreements of the parties. Nevertheless, this Code imposes no obligation on any arbitrator
to act in a manner inconsistent with the arbitrator’s fundamental duty to preserve the
integrity and fairness of the arbitral process.

Canons I through VIII of this Code apply to all arbitrators. Canon IX applies to all party-
appointed arbitrators, except that certain party-appointed arbitrators are exempted by
Canon X from compliance with certain provisions of Canons I-IX related to impartiality
and independence, as specified in Canon X.

CANON I.       AN ARBITRATOR SHOULD UPHOLD THE INTEGRITY
               AND FAIRNESS OF THE ARBITRATION PROCESS.

A.     An arbitrator has a responsibility not only to the parties but also to the process of
       arbitration itself, and must observe high standards of conduct so that the integrity
       and fairness of the process will be preserved. Accordingly, an arbitrator should
       recognize a responsibility to the public, to the parties whose rights will be
       decided, and to all other participants in the proceeding. This responsibility may
       include pro bono service as an arbitrator where appropriate.

B.     One should accept appointment as an arbitrator only if fully satisfied:

       (1) that he or she can serve impartially;
       (2) that he or she can serve independently from the parties, potential witnesses,
           and the other arbitrators;
       (3) that he or she is competent to serve; and
       (4) that he or she can be available to commence the arbitration in accordance with
           the requirements of the proceeding and thereafter to devote the time and
           attention to its completion that the parties are reasonably entitled to expect.

C.     After accepting appointment and while serving as an arbitrator, a person should
       avoid entering into any business, professional, or personal relationship, or
       acquiring any financial or personal interest, which is likely to affect impartiality
       or which might reasonably create the appearance of partiality. For a reasonable
       period of time after the decision of a case, persons who have served as arbitrators
       should avoid entering into any such relationship, or acquiring any such interest, in
       circumstances which might reasonably create the appearance that they had been
       influenced in the arbitration by the anticipation or expectation of the relationship
       or interest. Existence of any of the matters or circumstances described in this
       paragraph C does not render it unethical for one to serve as an arbitrator where the
       parties have consented to the arbitrator's appointment or continued services
       following full disclosure of the relevant facts in accordance with Canon II.




                                                                                               3
D.     Arbitrators should conduct themselves in a way that is fair to all parties and
       should not be swayed by outside pressure, public clamor, and fear of criticism or
       self-interest. They should avoid conduct and statements that give the appearance
       of partiality toward or against any party.

E.     When an arbitrator's authority is derived from the agreement of the parties, an
       arbitrator should neither exceed that authority nor do less than is required to
       exercise that authority completely. Where the agreement of the parties sets forth
       procedures to be followed in conducting the arbitration or refers to rules to be
       followed, it is the obligation of the arbitrator to comply with such procedures or
       rules. An arbitrator has no ethical obligation to comply with any agreement,
       procedures or rules that are unlawful or that, in the arbitrator's judgment, would
       be inconsistent with this Code.

F.     An arbitrator should conduct the arbitration process so as to advance the fair and
       efficient resolution of the matters submitted for decision. An arbitrator should
       make all reasonable efforts to prevent delaying tactics, harassment of parties or
       other participants, or other abuse or disruption of the arbitration process.

G.     The ethical obligations of an arbitrator begin upon acceptance of the appointment
       and continue throughout all stages of the proceeding. In addition, as set forth in
       this Code, certain ethical obligations begin as soon as a person is requested to
       serve as an arbitrator and certain ethical obligations continue after the decision in
       the proceeding has been given to the parties.

H.     Once an arbitrator has accepted an appointment, the arbitrator should not
       withdraw or abandon the appointment unless compelled to do so by unanticipated
       circumstances that would render it impossible or impracticable to continue. When
       an arbitrator is to be compensated for his or her services, the arbitrator may
       withdraw if the parties fail or refuse to provide for payment of the compensation
       as agreed.

I.     An arbitrator who withdraws prior to the completion of the arbitration, whether
       upon the arbitrator's initiative or upon the request of one or more of the parties,
       should take reasonable steps to protect the interests of the parties in the
       arbitration, including return of evidentiary materials and protection of
       confidentiality.

Comment to Canon I

A prospective arbitrator is not necessarily partial or prejudiced by having acquired
knowledge of the parties, the applicable law or the customs and practices of the business
involved. Arbitrators may also have special experience or expertise in the areas of
business, commerce, or technology which are involved in the arbitration. Arbitrators do
not contravene this Canon if, by virtue of such experience or expertise, they have views
on certain general issues likely to arise in the arbitration, but an arbitrator may not have



                                                                                               4
prejudged any of the specific factual or legal determinations to be addressed during the
arbitration.

During an arbitration, the arbitrator may engage in discourse with the parties or their
counsel, draw out arguments or contentions, comment on the law or evidence, make
interim rulings, and otherwise control or direct the arbitration. These activities are
integral parts of an arbitration. Paragraph D of Canon I is not intended to preclude or
limit either full discussion of the issues during the course of the arbitration or the
arbitrator's management of the proceeding.

CANON II.      AN ARBITRATOR SHOULD DISCLOSE ANY INTEREST OR
               RELATIONSHIP LIKELY TO AFFECT IMPARTIALITY OR
               WHICH MIGHT CREATE AN APPEARANCE OF PARTIALITY.

A.     Persons who are requested to serve as arbitrators should, before accepting,
       disclose:

          (1) Any known direct or indirect financial or personal interest in the outcome
              of the arbitration;
          (2) Any known existing or past financial, business, professional or personal
              relationships which might reasonably affect impartiality or lack of
              independence in the eyes of any of the parties. For example, prospective
              arbitrators should disclose any such relationships which they personally
              have with any party or its lawyer, with any co-arbitrator, or with any
              individual whom they have been told will be a witness. They should also
              disclose any such relationships involving their families or household
              members or their current employers, partners, or professional or business
              associates that can be ascertained by reasonable efforts;
          (3) The nature and extent of any prior knowledge they may have of the
              dispute; and
          (4) Any other matters, relationships, or interests which they are obligated to
              disclose by the agreement of the parties, the rules or practices of an
              institution, or applicable law regulating arbitrator disclosure.

B.     Persons who are requested to accept appointment as arbitrators should make a
       reasonable effort to inform themselves of any interests or relationships described
       in paragraph A.

C.     The obligation to disclose interests or relationships described in paragraph A is a
       continuing duty which requires a person who accepts appointment as an arbitrator
       to disclose, as soon as practicable, at any stage of the arbitration, any such
       interests or relationships which may arise, or which are recalled or discovered.

D.     Any doubt as to whether or not disclosure is to be made should be resolved in
       favor of disclosure.




                                                                                            5
E.   Disclosure should be made to all parties unless other procedures for disclosure are
     provided in the agreement of the parties, applicable rules or practices of an
     institution, or by law. Where more than one arbitrator has been appointed, each
     should inform the others of all matters disclosed.

F.   When parties, with knowledge of a person's interests and relationships,
     nevertheless desire that person to serve as an arbitrator, that person may properly
     serve.

G.   If an arbitrator is requested by all parties to withdraw, the arbitrator must do so. If
     an arbitrator is requested to withdraw by less than all of the parties because of
     alleged partiality, the arbitrator should withdraw unless either of the following
     circumstances exists:

     (1) An agreement of the parties, or arbitration rules agreed to by the parties, or
         applicable law establishes procedures for determining challenges to
         arbitrators, in which case those procedures should be followed; or
     (2) In the absence of applicable procedures, if the arbitrator, after carefully
         considering the matter, determines that the reason for the challenge is not
         substantial, and that he or she can nevertheless act and decide the case
         impartially and fairly.

H.   If compliance by a prospective arbitrator with any provision of this Code would
     require disclosure of confidential or privileged information, the prospective
     arbitrator should either:

     (1) Secure the consent to the disclosure from the person who furnished the
         information or the holder of the privilege; or
     (2) Withdraw.

CANON III. AN ARBITRATOR SHOULD AVOID IMPROPRIETY OR THE
           APPEARANCE OF IMPROPRIETY IN COMMUNICATING
           WITH PARTIES.

A.   If an agreement of the parties or applicable arbitration rules establishes the
     manner or content of communications between the arbitrator and the parties, the
     arbitrator should follow those procedures notwithstanding any contrary provision
     of paragraphs B and C.

B.   An arbitrator or prospective arbitrator should not discuss a proceeding with any
     party in the absence of any other party, except in any of the following
     circumstances:

     (1) When the appointment of a prospective arbitrator is being considered, the
         prospective arbitrator:




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        (a) may ask about the identities of the parties, counsel, or witnesses and the
             general nature of the case; and
        (b) may respond to inquiries from a party or its counsel designed to determine
             his or her suitability and availability for the appointment. In any such
             dialogue, the prospective arbitrator may receive information from a party
             or its counsel disclosing the general nature of the dispute but should not
             permit them to discuss the merits of the case.
      (2) In an arbitration in which the two party-appointed arbitrators are expected to
          appoint the third arbitrator, each party-appointed arbitrator may consult with
          the party who appointed the arbitrator concerning the choice of the third
          arbitrator;
      (3) In an arbitration involving party-appointed arbitrators, each party-appointed
          arbitrator may consult with the party who appointed the arbitrator
          concerning arrangements for any compensation to be paid to the party-
          appointed arbitrator. Submission of routine written requests for payment of
          compensation and expenses in accordance with such arrangements and
          written communications pertaining solely to such requests need not be sent
          to the other party;
      (4) In an arbitration involving party-appointed arbitrators, each party-appointed
          arbitrator may consult with the party who appointed the arbitrator
          concerning the status of the arbitrator (i.e., neutral or non-neutral), as
          contemplated by paragraph C of Canon IX;
      (5) Discussions may be had with a party concerning such logistical matters as
          setting the time and place of hearings or making other arrangements for the
          conduct of the proceedings. However, the arbitrator should promptly inform
          each other party of the discussion and should not make any final
          determination concerning the matter discussed before giving each absent
          party an opportunity to express the party's views; or
      (6) If a party fails to be present at a hearing after having been given due notice,
          or if all parties expressly consent, the arbitrator may discuss the case with
          any party who is present.

C.   Unless otherwise provided in this Canon, in applicable arbitration rules or in an
     agreement of the parties, whenever an arbitrator communicates in writing with
     one party, the arbitrator should at the same time send a copy of the
     communication to every other party, and whenever the arbitrator receives any
     written communication concerning the case from one party which has not already
     been sent to every other party, the arbitrator should send or cause it to be sent to
     the other parties.

CANON IV. AN ARBITRATOR SHOULD CONDUCT THE PROCEEDINGS
          FAIRLY AND DILIGENTLY.

A.   An arbitrator should conduct the proceedings in an even-handed manner. The
     arbitrator should be patient and courteous to the parties, their representatives, and
     the witnesses and should encourage similar conduct by all participants.



                                                                                         7
B.     The arbitrator should afford to all parties the right to be heard and due notice of
       the time and place of any hearing. The arbitrator should allow each party a fair
       opportunity to present its evidence and arguments.

C.     The arbitrator should not deny any party the opportunity to be represented by
       counsel or by any other person chosen by the party.

D.     If a party fails to appear after due notice, the arbitrator should proceed with the
       arbitration when authorized to do so, but only after receiving assurance that
       appropriate notice has been given to the absent party.

E.     When the arbitrator determines that more information than has been presented by
       the parties is required to decide the case, it is not improper for the arbitrator to ask
       questions, call witnesses, and request documents or other evidence, including
       expert testimony.

F.     Although it is not improper for an arbitrator to suggest to the parties that they
       discuss the possibility of settlement or the use of mediation, or other dispute
       resolution processes, an arbitrator should not exert pressure on any party to settle
       or to utilize other dispute resolution processes. An arbitrator should not be present
       or otherwise participate in settlement discussions or act as a mediator unless
       requested to do so by all parties.

G.     Co-arbitrators should afford each other full opportunity to participate in all
       aspects of the proceedings.

Comment to paragraph G

Paragraph G of Canon IV is not intended to preclude one arbitrator from acting in limited
circumstances (e.g., ruling on discovery issues) where authorized by the agreement of the
parties, applicable rules or law, nor does it preclude a majority of the arbitrators from
proceeding with any aspect of the arbitration if an arbitrator is unable or unwilling to
participate and such action is authorized by the agreement of the parties or applicable
rules or law. It also does not preclude ex parte requests for interim relief.

CANON V.       AN ARBITRATOR SHOULD MAKE DECISIONS IN A JUST,
               INDEPENDENT AND DELIBERATE MANNER.

A.     The arbitrator should, after careful deliberation, decide all issues submitted for
       determination. An arbitrator should decide no other issues.

B.     An arbitrator should decide all matters justly, exercising independent judgment,
       and should not permit outside pressure to affect the decision.

C.     An arbitrator should not delegate the duty to decide to any other person.



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D.   In the event that all parties agree upon a settlement of issues in dispute and
     request the arbitrator to embody that agreement in an award, the arbitrator may do
     so, but is not required to do so unless satisfied with the propriety of the terms of
     settlement. Whenever an arbitrator embodies a settlement by the parties in an
     award, the arbitrator should state in the award that it is based on an agreement of
     the parties.

CANON VI. AN ARBITRATOR SHOULD BE FAITHFUL TO THE
          RELATIONSHIP OF TRUST AND CONFIDENTIALITY
          INHERENT IN THAT OFFICE.

A.   An arbitrator is in a relationship of trust to the parties and should not, at any time,
     use confidential information acquired during the arbitration proceeding to gain
     personal advantage or advantage for others, or to affect adversely the interest of
     another.

B.   The arbitrator should keep confidential all matters relating to the arbitration
     proceedings and decision. An arbitrator may obtain help from an associate, a
     research assistant or other persons in connection with reaching his or her decision
     if the arbitrator informs the parties of the use of such assistance and such persons
     agree to be bound by the provisions of this Canon.

C.   It is not proper at any time for an arbitrator to inform anyone of any decision in
     advance of the time it is given to all parties. In a proceeding in which there is
     more than one arbitrator, it is not proper at any time for an arbitrator to inform
     anyone about the substance of the deliberations of the arbitrators. After an
     arbitration award has been made, it is not proper for an arbitrator to assist in
     proceedings to enforce or challenge the award.

D.   Unless the parties so request, an arbitrator should not appoint himself or herself to
     a separate office related to the subject matter of the dispute, such as receiver or
     trustee, nor should a panel of arbitrators appoint one of their number to such an
     office.

CANON VII. AN ARBITRATOR SHOULD ADHERE TO STANDARDS OF
           INTEGRITY AND FAIRNESS WHEN MAKING ARRANGEMENTS
           FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES.

A.   Arbitrators who are to be compensated for their services or reimbursed for their
     expenses shall adhere to standards of integrity and fairness in making
     arrangements for such payments.

B.   Certain practices relating to payments are generally recognized as tending to
     preserve the integrity and fairness of the arbitration process. These practices
     include:



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       (1) Before the arbitrator finally accepts appointment, the basis of payment,
           including any cancellation fee, compensation in the event of withdrawal and
           compensation for study and preparation time, and all other charges, should be
           established. Except for arrangements for the compensation of party-appointed
           arbitrators, all parties should be informed in writing of the terms established.
       (2) In proceedings conducted under the rules or administration of an institution
           that is available to assist in making arrangements for payments,
           communication related to compensation should be made through the
           institution. In proceedings where no institution has been engaged by the
           parties to administer the arbitration, any communication with arbitrators
           (other than party appointed arbitrators) concerning payments should be in the
           presence of all parties; and
       (3) Arbitrators should not, absent extraordinary circumstances, request increases
           in the basis of their compensation during the course of a proceeding.

CANON VIII. AN ARBITRATOR MAY ENGAGE IN ADVERTISING OR
            PROMOTION OF ARBITRAL SERVICES WHICH IS TRUTHFUL
            AND ACCURATE.

A.     Advertising or promotion of an individual's willingness or availability to serve as
       an arbitrator must be accurate and unlikely to mislead. Any statements about the
       quality of the arbitrator's work or the success of the arbitrator's practice must be
       truthful.

B.     Advertising and promotion must not imply any willingness to accept an
       appointment otherwise than in accordance with this Code.

Comment to Canon VIII

This Canon does not preclude an arbitrator from printing, publishing, or disseminating
advertisements conforming to these standards in any electronic or print medium, from
making personal presentations to prospective users of arbitral services conforming to
such standards or from responding to inquiries concerning the arbitrator's availability,
qualifications, experience, or fee arrangements.

CANON IX. ARBITRATORS APPOINTED BY ONE PARTY HAVE A DUTY TO
          DETERMINE AND DISCLOSE THEIR STATUS AND TO COMPLY
          WITH THIS CODE, EXCEPT AS EXEMPTED BY CANON X.

A.     In some types of arbitration in which there are three arbitrators, it is customary for
       each party, acting alone, to appoint one arbitrator. The third arbitrator is then
       appointed by agreement either of the parties or of the two arbitrators, or failing
       such agreement, by an independent institution or individual. In tripartite
       arbitrations to which this Code applies, all three arbitrators are presumed to be
       neutral and are expected to observe the same standards as the third arbitrator.



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B.     Notwithstanding this presumption, there are certain types of tripartite arbitration
       in which it is expected by all parties that the two arbitrators appointed by the
       parties may be predisposed toward the party appointing them. Those arbitrators,
       referred to in this Code as “Canon X arbitrators,” are not to be held to the
       standards of neutrality and independence applicable to other arbitrators. Canon X
       describes the special ethical obligations of party-appointed arbitrators who are not
       expected to meet the standard of neutrality.

C.     A party-appointed arbitrator has an obligation to ascertain, as early as possible but
       not later than the first meeting of the arbitrators and parties, whether the parties
       have agreed that the party-appointed arbitrators will serve as neutrals or whether
       they shall be subject to Canon X, and to provide a timely report of their
       conclusions to the parties and other arbitrators:

         (1) Party-appointed arbitrators should review the agreement of the parties, the
             applicable rules and any applicable law bearing upon arbitrator neutrality. In
             reviewing the agreement of the parties, party-appointed arbitrators should
             consult any relevant express terms of the written or oral arbitration
             agreement. It may also be appropriate for them to inquire into agreements
             that have not been expressly set forth, but which may be implied from an
             established course of dealings of the parties or well-recognized custom and
             usage in their trade or profession;
         (2) Where party-appointed arbitrators conclude that the parties intended for the
             party-appointed arbitrators not to serve as neutrals, they should so inform
             the parties and the other arbitrators. The arbitrators may then act as provided
             in Canon X unless or until a different determination of their status is made
             by the parties, any administering institution or the arbitral panel; and
         (3) Until party-appointed arbitrators conclude that the party-appointed
             arbitrators were not intended by the parties to serve as neutrals, or if the
             party-appointed arbitrators are unable to form a reasonable belief of their
             status from the foregoing sources and no decision in this regard has yet been
             made by the parties, any administering institution, or the arbitral panel, they
             should observe all of the obligations of neutral arbitrators set forth in this
             Code.

D.     Party-appointed arbitrators not governed by Canon X shall observe all of the
       obligations of Canons I through VIII unless otherwise required by agreement of
       the parties, any applicable rules, or applicable law.

CANON X.       EXEMPTIONS FOR ARBITRATORS APPOINTED BY ONE PARTY
               WHO ARE NOT SUBJECT TO RULES OF NEUTRALITY.

Canon X arbitrators are expected to observe all of the ethical obligations prescribed by
this Code except those from which they are specifically excused by Canon X.




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A.    Obligations under Canon I
      Canon X arbitrators should observe all of the obligations of Canon I subject only
      to the following provisions:

     (1) Canon X arbitrators may be predisposed toward the party who appointed them
         but in all other respects are obligated to act in good faith and with integrity and
         fairness. For example, Canon X arbitrators should not engage in delaying
         tactics or harassment of any party or witness and should not knowingly make
         untrue or misleading statements to the other arbitrators; and
     (2) The provisions of subparagraphs B(1), B(2), and paragraphs C and D of Canon
         I, insofar as they relate to partiality, relationships, and interests are not
         applicable to Canon X arbitrators.

B.    Obligations under Canon II

     (1) Canon X arbitrators should disclose to all parties, and to the other arbitrators,
         all interests and relationships which Canon II requires be disclosed. Disclosure
         as required by Canon II is for the benefit not only of the party who appointed
         the arbitrator, but also for the benefit of the other parties and arbitrators so that
         they may know of any partiality which may exist or appear to exist; and
     (2) Canon X arbitrators are not obliged to withdraw under paragraph G of Canon II
         if requested to do so only by the party who did not appoint them.

C.    Obligations under Canon III
      Canon X arbitrators should observe all of the obligations of Canon III subject
      only to the following provisions:

     (1) Like neutral party-appointed arbitrators, Canon X arbitrators may consult with
         the party who appointed them to the extent permitted in paragraph B of Canon
         III;
     (2) Canon X arbitrators shall, at the earliest practicable time, disclose to the other
         arbitrators and to the parties whether or not they intend to communicate with
         their appointing parties. If they have disclosed the intention to engage in such
         communications, they may thereafter communicate with their appointing parties
         concerning any other aspect of the case, except as provided in paragraph (3).
     (3) If such communication occurred prior to the time they were appointed as
         arbitrators, or prior to the first hearing or other meeting of the parties with the
         arbitrators, the Canon X arbitrator should, at or before the first hearing or
         meeting of the arbitrators with the parties, disclose the fact that such
         communication has taken place. In complying with the provisions of this
         subparagraph, it is sufficient that there be disclosure of the fact that such
         communication has occurred without disclosing the content of the
         communication. A single timely disclosure of the Canon X arbitrator's intention
         to participate in such communications in the future is sufficient;
     (4) Canon X arbitrators may not at any time during the arbitration:




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          (a) disclose any deliberations by the arbitrators on any matter or
              issue submitted to them for decision;
          (b) communicate with the parties that appointed them
              concerning any matter or issue taken under consideration by
              the panel after the record is closed or such matter or issue
              has been submitted for decision; or
          (c) disclose any final decision or interim decision in advance of
              the time that it is disclosed to all parties.
     (5) Unless otherwise agreed by the arbitrators and the parties, a Canon X arbitrator
         may not communicate orally with the neutral arbitrator concerning any matter
         or issue arising or expected to arise in the arbitration in the absence of the other
         Canon X arbitrator. If a Canon X arbitrator communicates in writing with the
         neutral arbitrator, he or she shall simultaneously provide a copy of the written
         communication to the other Canon X arbitrator;
     (6) When Canon X arbitrators communicate orally with the parties that appointed
         them concerning any matter on which communication is permitted under this
         Code, they are not obligated to disclose the contents of such oral
         communications to any other party or arbitrator; and
     (7) When Canon X arbitrators communicate in writing with the party who
         appointed them concerning any matter on which communication is permitted
         under this Code, they are not required to send copies of any such written
         communication to any other party or arbitrator.

D.    Obligations under Canon IV
      Canon X arbitrators should observe all of the obligations of Canon IV.

E.    Obligations under Canon V
      Canon X arbitrators should observe all of the obligations of Canon V, except that
      they may be predisposed toward deciding in favor of the party who appointed
      them.

F.    Obligations under Canon VI
      Canon X arbitrators should observe all of the obligations of Canon VI.

G.    Obligations Under Canon VII
      Canon X arbitrators should observe all of the obligations of Canon VII.

H.    Obligations Under Canon VIII
      Canon X arbitrators should observe all of the obligations of Canon VIII.

I.    Obligations Under Canon IX
      The provisions of paragraph D of Canon IX are inapplicable to Canon X
      arbitrators, except insofar as the obligations are also set forth in this Canon.




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