                               In the

    United States Court of Appeals
                 For the Seventh Circuit
                     ____________________
No. 14-1730
PAUL J. RENARD,
                                                Petitioner-Appellant,

                                 v.

AMERIPRISE FINANCIAL SERVICES, INC.,
                                               Respondent-Appellee.
                     ____________________

         Appeal from the United States District Court for the
                   Eastern District of Wisconsin.
           No. 13-CV-555-JPS — J.P. Stadtmueller, Judge.
                     ____________________

  ARGUED SEPTEMBER 22, 2014 — DECIDED JANUARY 30, 2015
                     ____________________

   Before WOOD, Chief Judge, and EASTERBROOK and SYKES,
Circuit Judges.
    WOOD, Chief Judge. At the time Ameriprise Financial Ser-
vices fired Paul J. Renard, one of its financial advisers,
Ameriprise took the position that Renard owed it money.
Renard did not agree, and so Ameriprise initiated arbitration
to resolve the issue. At the arbitration, Renard denied that he
had any debts to Ameriprise and filed several counterclaims
2                                                  No. 14-1730

against the firm. The arbitrators rejected Renard’s counter-
claims and awarded Ameriprise most of what it sought.
    Renard did not accept the panel’s decision; instead, he
filed suit in state court to vacate the award. Ameriprise re-
moved the action to the federal district court and asked the
court to confirm the award. The court obliged, and added an
order requiring Renard to pay additional interest. Renard
has now appealed, arguing that Ameriprise’s counsel pro-
cured the arbitral award through fraud and that the arbitra-
tors acted in manifest disregard of both the Wisconsin Fair
Dealership Law (WFDL) and Minnesota tort law. His show-
ing, however, falls far short of the high standard needed to
upset the outcome of an arbitral proceeding, and so we af-
firm the district court’s judgment.
                                I
    Ameriprise is a member of the Financial Industry Regula-
tory Authority (FINRA), a self-regulatory organization that
oversees brokerage firms and exchange markets. On August
6, 2009, Ameriprise and Renard entered into a franchise
agreement under which Renard became a financial adviser
affiliated with Ameriprise. Minnesota law governs the
agreement, with the exception of “all issues relating to arbi-
trability,” which are “governed by the terms set forth in [the]
agreement, and to the extent not inconsistent with this
agreement, by the rules of arbitration of FINRA.” Franchise
Agr. § 26.A. The agreement to arbitrate states that it “is gov-
erned by and enforceable under the terms of the Federal Ar-
bitration Act.” Id. at § 27.H.
   On May 11, 2011, after receiving a customer complaint
that Renard had solicited exchange-traded fund (ETF) trans-
No. 14-1730                                                3

actions in contravention of Ameriprise policy, Ameriprise
placed Renard under special regulatory supervision. On
June 22, 2011, Ameriprise issued a Notice of Termination to
Renard. The Notice detailed several reasons for his dismis-
sal: Renard allegedly solicited inverse and leveraged ETF
transactions, marked solicited orders as unsolicited, used
unapproved sales literature and an external email system,
and failed to update certain forms. The Notice asserted that
Renard had breached the franchise agreement by engaging
in these actions and that Ameriprise was thus entitled to
terminate the agreement.
    While Renard was affiliated with Ameriprise, Ameriprise
had loaned him money to build his practice. In exchange for
the loans, Renard had executed four promissory notes,
which required Renard to pay the full amount immediately
if Renard’s affiliation with Ameriprise ever ended.
Ameriprise’s termination of its relationship with Renard
thus caused the unpaid balances on the promissory notes,
totaling approximately $530,000, to become due. After Re-
nard failed to make immediate payments on the notes,
Ameriprise initiated arbitration under the auspices of
FINRA, as specified by the franchise agreement’s arbitration
clause. See Franchise Agr. § 27.A.
    A panel of three arbitrators held an evidentiary hearing
in Milwaukee, Wisconsin. Renard argued that he did not
have to pay the notes because Ameriprise had breached the
franchise agreement and violated the WFDL, Wis. Stat. Ann.
§ 135.01 et seq. Renard also counterclaimed for violations of
the WFDL, interference with contractual relations, interfer-
ence with prospective advantage, conversion, misrepresenta-
tion, and breach of contract. The panel dismissed Renard’s
4                                                 No. 14-1730

counterclaims and awarded $448,200 in compensatory dam-
ages to Ameriprise. This amount was approximately
$100,000 less than Ameriprise had sought. The panel did not
explain its decision.
    Unhappy with that outcome, Renard filed a petition in
Wisconsin state court to vacate the arbitral award under
Wis. Stat. Ann. § 788.10 and for judgment notwithstanding
the award under Wis. Stat. Ann. § 805.14(5)(b). Ameriprise
removed the case to federal court based on diversity jurisdic-
tion, as Ameriprise is a Delaware corporation with its prin-
cipal place of business in Minnesota, Renard is a Wisconsin
citizen, and the amount in controversy exceeds $75,000. See
28 U.S.C. § 1332. Ameriprise filed a motion to confirm the
award in the district court. Renard petitioned to vacate or
modify the award, alleging 1) that the arbitrators exceeded
their powers by manifestly disregarding the WFDL and
Minnesota law, 2) that the award was procured by fraud,
and 3) that the arbitration panel should have kept the record
open longer. (Renard has dropped this last contention on
appeal.) The district court denied Renard’s petition, con-
firmed the award, and ordered Renard to pay post-judgment
interest in the amount of $16,909.56. Renard now appeals.
                               II
   In examining a district court’s confirmation of an arbitral
award, we review questions of law de novo and the district
court’s findings of fact for clear error. Publicis Commc'n v.
True N. Commc'ns, Inc., 206 F.3d 725, 728 (7th Cir. 2000). Re-
nard alleges two principal bases for vacatur: that the award
was procured by fraud and that the arbitrators manifestly
disregarded the law. Neither argument can carry the day for
him.
No. 14-1730                                                  5

   The district court was correct to review the award under
the Federal Arbitration Act (FAA), 9 U.S.C. § 1 et seq., rather
than under the Wisconsin Arbitration Act (WAA), Wis. Stat.
Ann. § 788.01 et seq. As we noted, the franchise agreement
generally is governed by Minnesota law, but it specifically
removes arbitration from this blanket statement. See Fran-
chise Agr. § 26.A. In a section entitled “Arbitration,” the
agreement states that the arbitration clause “is governed by
and enforceable under the terms of the Federal Arbitration
Act.” Id. at § 27.H. As we will see, Renard has no way
around this language.
    Renard first argues that applying the FAA instead of the
WAA would circumvent the WFDL (and Wisconsin’s public
policy as expressed by that law) because the FAA has a more
stringent standard for what constitutes “manifest disregard
of the law.” The WFDL governs relations between dealers
and dealership grantors in Wisconsin, providing, among
other things, limitations on grantors’ ability to terminate or
modify dealership agreements. The WFDL does not, howev-
er, prescribe the details of any possible arbitration agree-
ments between dealers and grantors; in fact, it does not men-
tion the WAA at all. Moreover, there is no reason to think
that review under the FAA will systematically circumvent
the WFDL more than review under the WAA. Finally, even
if there were reason to think that (and there is not), a long
line of cases shows that the FAA preempts inconsistent state
law. See, e.g., AT&T Mobility LLC v. Concepcion, 131 S. Ct.
1740, 1753 (2011) (FAA preempts California common law
rule regarding the unconscionability of class arbitration
waivers in consumer contracts); Preston v. Ferrer, 552 U.S.
346, 359 (2008) (“When parties agree to arbitrate all ques-
tions arising under a contract, the FAA supersedes state laws
6                                                    No. 14-1730

lodging primary jurisdiction in another forum.”); Oblix, Inc.
v. Winiecki, 374 F.3d 488, 492 (7th Cir. 2004) (“If a state treats
arbitration differently, and imposes on form arbitration
clauses more or different requirements from those imposed
on other clauses, then its approach is preempted by § 2 of the
Federal Arbitration Act.”).
    Renard alleges in the alternative that the parties chose
Wisconsin law to govern the arbitration, despite the plain
language identifying the FAA as the governing law. He sug-
gests that the parties’ choice to arbitrate in Wisconsin
demonstrates that they also selected the WAA. But the place
of arbitration has no necessary connection to the rules that
will govern the proceeding. This is especially true if the par-
ties have expressly elected an arbitral regime, as these par-
ties did in adopting the FAA. If we were to accept Renard’s
argument, the FAA would never govern an arbitration held
in a state that had its own arbitration statute, even if the par-
ties expressly selected the FAA in their agreement to arbi-
trate. Renard also points to an addendum to the franchise
agreement that states that “the Wisconsin Fair Dealership
Law, to the extent applicable, supersedes any provisions in
the Franchise Agreement that are inconsistent with that
Law.” But again, the WFDL does not require a particular le-
gal framework for arbitral proceedings between dealers and
grantors. The WFDL thus does not “supersede” the agree-
ment’s provision selecting the FAA.
    Finally, Renard claims that Erie R.R. Co. v. Tompkins, 304
U.S. 64 (1938), required the district court to apply state law
(the WAA) rather than federal law (the FAA) to this agree-
ment. Unfortunately for him, the Supreme Court has firmly
rejected this argument. See Prima Paint Corp. v. Flood &
No. 14-1730                                                   7

Conklin Mfg. Co., 388 U.S. 395, 405 (1967); see also Southland
Corp. v. Keating, 465 U.S. 1, 23 (1984) (noting that Prima Paint
“held that the FAA may constitutionally be applied to pro-
ceedings in a federal diversity court”). The district court was
therefore correct to analyze the award under the FAA. We
now move on to Renard’s substantive arguments.

Manifest Disregard of the Law
    Federal court review of arbitral awards is limited. See
Nat'l Wrecking Co. v. Local 731, Int'l Bhd. of Teamsters, 990
F.2d 957, 960 (7th Cir. 1993) (“Arbitrators do not act as junior
varsity trial courts where subsequent appellate review is
readily available to the losing party.”). An arbitral award
cannot be vacated pursuant to the FAA merely because the
petitioner “show[s] that the panel committed an error—or
even a serious error.” Stolt-Nielsen S.A. v. AnimalFeeds Int'l
Corp., 559 U.S. 662, 671 (2010). It may be set aside only if one
of the criteria specified in 9 U.S.C. § 10 is present—as rele-
vant here, only if “the arbitrator deliberately disregards
what he knows to be the law.” Eljer Mfg., Inc. v. Kowin Dev.
Corp., 14 F.3d 1250, 1254 (7th Cir. 1994); see George Watts &
Son, Inc. v. Tiffany and Co., 248 F.3d 577, 579–81 (7th Cir.
2001) (explaining that “manifest disregard of the law” exists
only if the arbitrator directs the parties to violate the law).
Simple mistake of law is not enough. Thus, even if these ar-
bitrators erred in their application of Minnesota law or the
WFDL, such an error falls short of a manifest disregard of
the law.
    Renard’s argument before the arbitrators was simple. As
we noted above, an addendum to the franchise agreement
states that the WFDL, “to the extent applicable, supersedes
8                                                 No. 14-1730

any provisions in the Franchise Agreement that are incon-
sistent with that Law.” The WFDL requires the grantor,
Ameriprise, to give the dealer, Renard, written notice 90
days prior to the termination of a franchise agreement and
60 days to cure the deficiency at the root of the termination.
See WIS. STAT. ANN. § 135.04. It is undisputed that
Ameriprise did not comply with this provision; Ameriprise
fired Renard with no notice or chance to cure. Renard main-
tained that Ameriprise’s actions thus violated the WFDL
and, therefore, the franchise agreement. He also accused
Ameriprise of tortious interference with business relations
and conversion because Ameriprise notified Renard’s clients
that it was placing them with a different financial advisor,
and it forced Renard to transfer incoming calls to that advi-
sor. These claims stem directly from the alleged WFDL viola-
tions; Renard concedes that these allegations necessarily fail
if Ameriprise did not wrongfully terminate his contract.
    Ameriprise argued in response that federal securities
laws preempt the WFDL’s notice and cure provisions. It con-
tended that Renard had violated Securities and Exchange
Commission Rule 17a-3, which requires accurate bookkeep-
ing, and Rule 10b-5, which prohibits fraud in connection
with the purchase or sale of securities. See 17 C.F.R.
§ 240.17a-3; 17 C.F.R. § 240.10b-5. Ameriprise then asserted
that it was exposed to liability for these violations because
Renard was formally associated with the company. See 15
U.S.C. § 78u-1(a)(3), (b)(1)(B). Since giving Renard 90 days’
notice and a chance to cure, instead of immediately dismiss-
ing him, would leave Ameriprise vulnerable to federal liabil-
ity, Ameriprise claimed, these federal laws and regulations
preempted the relevant WFDL provisions and allowed it to
fire Renard immediately.
No. 14-1730                                                    9

    Renard brushes these concerns aside and contends that
the arbitrators exceeded their power by failing to apply the
WFDL to these facts. Given the clear noncompliance with the
WFDL’s notice and cure provisions, Renard assumes that the
panel must have agreed with Ameriprise that federal securi-
ties laws preempt his WFDL claims. Perhaps this is the best
reading of the tea leaves. And perhaps Renard is right that
this was an incorrect application of the law. But even he con-
cedes that the arbitrators analyzed the WFDL, and that is
enough to doom his claim in federal court. It is not manifest
disregard of a law to consider that law and its relation to
other laws and then conclude that the law does not apply in
the specific factual situation at issue. This conclusion is
straightforward here, given the fact that Ameriprise present-
ed its preemption argument to the arbitrators. They did
what the parties contracted for: they resolved the issue on
the basis of the laws and arguments presented to them.
    Renard’s assertion that the panel manifestly disregarded
Minnesota law with respect to his intentional tort claims fails
for essentially the same reason. If the panel could have
found that the WFDL was preempted (and thus that
Ameriprise’s termination of Renard was legal), then it also
could have concluded that Ameriprise did not commit these
torts. Under Minnesota law, both tortious interference with
business relations and conversion require the defendant to
act without justification. See, e.g., Christensen v. Milbank Ins.
Co., 658 N.W.2d 580, 585 (Minn. 2003) (conversion); Harbor
Broad., Inc. v. Boundary Waters Broadcasters, Inc., 636 N.W.2d
560, 569 (Minn. Ct. App. 2001) (tortious interference with
business relations). The actions of which Renard com-
plains—including transferring clients and forwarding calls—
were taken in connection with his departure. If Ameriprise
10                                                  No. 14-1730

was justified in terminating its relationship with Renard, the
intentional tort claims fall away. As we noted, Ameriprise
presented the panel with a basis for finding that the termina-
tion was justified. It is possible, or maybe likely, that the
panel determined that federal securities laws preempt the
WFDL such that Ameriprise’s dismissal of Renard was justi-
fied. This finding would compel a conclusion that the actions
Ameriprise took were legal.
    Because the panel did not issue a written opinion, we do
not know how it reached its conclusions. But nothing sug-
gests that it strayed so far that the “manifest disregard”
standard has been triggered. Ameriprise suggests alternative
interpretative paths to explain the panel’s decision aside
from its preemption argument: perhaps the panel found that
Ameriprise did violate the WFDL but that Renard did not
prove damages, or maybe Renard failed to state a conversion
claim because client lists are not “property” for purposes of
this tort. All this goes to show that we should not second-
guess the arbitrators’ decision based on speculation when it
is possible for the panel to have reached the decision it did
based on the evidence presented to it. We therefore find that
the panel did not act in manifest disregard of either the
WFDL or Minnesota tort law.
Fraud
    Renard also accuses Ameriprise of procuring the arbitral
award by fraud. See 9 U.S.C. § 10(a)(1) (permitting courts to
vacate arbitral awards that were procured through fraud).
For a court to vacate, the fraud must be “(1) not discoverable
upon the exercise of due diligence prior to the arbitration; (2)
materially related to an issue in the arbitration; and (3) estab-
lished by clear and convincing evidence.” Gingiss Int'l, Inc. v.
No. 14-1730                                                 11

Bormet, 58 F.3d 328, 333 (7th Cir. 1995) (citing A.G. Edwards &
Sons, Inc. v. McCollough, 967 F.2d 1401, 1404 (9th Cir. 1992)).
Renard cannot prevail, however, because Ameriprise’s con-
duct did not constitute fraud in any sense of that term.
    Renard first complains about certain remarks of
Ameriprise’s counsel in closing arguments. Counsel stated
that Renard had committed fraud and violated federal secu-
rities laws, even though Renard had not been convicted of
any such violations. But closing arguments are not evidence,
and attorneys are permitted to make arguments based on
reasonable inferences from evidence that was presented. See
United States v. Vargas, 583 F.2d 380, 385 (7th Cir. 1978). Al-
though Renard had not been convicted of fraud or related
legal infractions, he responded “Correct” when asked if he
lied on forms regarding the solicitation of ETFs and “Cor-
rect” when later questioned as to whether he “broke the
rules” in doing so. That Renard had broken the law was a
reasonable inference from this and similar testimony heard
throughout the evidentiary hearing. Counsel’s remarks thus
did not misrepresent the record, much less amount to fraud.
     Renard next points to Ameriprise’s counsel’s use—again
in closing arguments—of two cases to support the conten-
tion that federal securities laws preempt the WFDL. When
counsel brought up Moody v. Amoco Oil Co., 734 F.2d 1200
(7th Cir. 1984), he stated that the case was “specifically on
point” and that “[a]ny right to cure to prevent termination
provided by the Wisconsin Fair Dealership Law has been
preempted by this federal law—and it’s a different issue, but
it’s saying that the Wisconsin Fair Dealership Act was abso-
lutely preempted by federal law.” In discussing Bantum v.
Am. Stock Exch., LLC, 7 A.D.3d 551 (N.Y. App. Div. 2004)
12                                                No. 14-1730

(Second Dep’t), counsel said that the case stood for the
proposition that Congress, when it enacted federal securities
laws, “intended to preempt state interference with self-
regulatory organizations” such as the American Stock Ex-
change and FINRA.
    Renard argues that counsel should not have used these
cases—or at least should have been more clear about their
specific holdings—because they did not actually hold that
federal securities laws preempt the WFDL. Instead, Moody
held that a different federal law preempts the WFDL, and
Bantum found that federal securities laws preempt a differ-
ent state statute. Attorneys are not prohibited from analogiz-
ing cases to the facts before them, however, nor from draw-
ing inferences from existing case law. In fact, doing so is an
essential component of an attorney’s job. Ameriprise’s coun-
sel did not misrepresent Moody or Bantum. Although he did
not spell out the differences between those cases and the
present situation, he was making an argument from analogy
and thus was not engaging in fraud. Renard also points to
Lucarelli v. New York Mercantile Exch., 24 A.D.3d 117 (N.Y.
App. Div. 2005) (First Dep’t), a later New York case that
found that federal law did not preempt the New York Hu-
man Rights Laws, as Bantum had held. But the fact that a dif-
ferent New York appellate court came to a contradictory
conclusion does not make Bantum bad law.
    In short, the closing arguments made by counsel for
Ameriprise were well within the bounds of permissible ac-
tions before an arbitral panel. This is not what the FAA
means when it lists “fraud” as a ground for setting aside an
award.
Remaining Arguments
No. 14-1730                                                13

    Renard’s other arguments have even less merit. He as-
serts that the panel lacked an evidentiary basis from which
to find that Ameriprise fired him because he violated federal
securities laws. He points to the Form U-5 that Ameriprise
filed averring that Renard had not been under internal in-
vestigation for violations of securities laws and regulations
at the time of his termination. This form, however, is not in
the record. And even if we could consider it, Renard’s ar-
gument is unavailing, because Ameriprise indicated in the
same form that Renard had been discharged after allegations
that he had violated the securities laws. Moreover, Renard
admitted during the evidentiary hearing that he lied about
soliciting ETFs. Even if the evidence was thin, it was pre-
sented to the arbitral panel and could have formed the basis
of the panel’s decision.
    Finally, Renard claims that the panel’s decision is incon-
sistent with § 17.B of the franchise agreement, which states:
      Immediate Termination with Cause ... In the
      event Ameriprise Financial believes any law
      may prohibit the immediate termination of this
      Agreement, Ameriprise Financial may imme-
      diately suspend Independent Advisor, who
      shall remain suspended until such time as
      Ameriprise Financial either terminates this
      Agreement or ends the suspension.
Renard’s argument makes little sense. This section merely
provides that Ameriprise may suspend—rather than fire—
Renard if it believes any law prohibits immediate dismissal.
Ameriprise did not believe that a law prohibited immediate
action, and so it did not suspend Renard. This is consistent
with the panel’s apparent conclusion that federal securities
14                                                 No. 14-1730

laws preempt the WFDL and Ameriprise was thus within its
rights immediately to discharge Renard.
                              III
    The district court was correct to confirm the award. We
cannot substitute our interpretation of the law for that of the
arbitrators, and we are satisfied that the panel reached a re-
sult on the basis of the law and evidence presented to it.
Moreover, Ameriprise’s counsel did not act fraudulently
when he stated that Renard violated federal securities laws
and made references to cases suggesting that those laws
could preempt the WFDL. We therefore AFFIRM the judg-
ment of the district court.
