    17-1711-cv
    Chelsea Grand, LLC v. New York Hotel and Motel Trades Council, AFL-CIO

                         UNITED STATES COURT OF APPEALS
                             FOR THE SECOND CIRCUIT

                                  SUMMARY ORDER
RULINGS  BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER
FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF
APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY
ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX
OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY
ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.

         At a stated term of the United States Court of Appeals
    for the Second Circuit, held at the Thurgood Marshall
    United States Courthouse, 40 Foley Square, in the City of
    New York, on the 3rd day of April, two thousand eighteen.

    PRESENT: DENNIS JACOBS,
             RICHARD C. WESLEY,
                             Circuit Judges,
             RICHARD K. EATON,*
                             Judge.

    - - - - - - - - - - - - - - - - - - - -X
    Chelsea Grand, LLC,
             Plaintiff-Counterdefendant-
             Appellant,

                -v.-                                       17-1711-cv

    New York Hotel and Motel Trades
    Council, AFL-CIO,
             Defendant-Counterclaimant-
             Appellee.
    - - - - - - - - - - - - - - - - - - - -X

    FOR APPELLANT:                      Kannon K. Shanmugam, Amy Mason
                                        Saharia, Williams & Connolly
                                        LLP, Washington, D.C.


    * Judge Richard K. Eaton, of the United States Court of
    International Trade, sitting by designation.
                                           1
FOR APPELLEE:              Barry N. Saltzman, Andrew D.
                           Midgen, Pitta LLP, New York, NY.

     Appeal from a judgment of the United States District
Court for the Southern District of New York (Crotty, J.).

     UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED
AND DECREED that the judgment of the district court be
AFFIRMED.

     Chelsea Grand, LLC (“Chelsea Grand”) appeals from the
judgment of the United States District Court for the
Southern District of New York confirming a 2016 arbitration
award (“2016 Award”) that resolves a labor dispute between
Chelsea Grand and the New York Hotel and Motel Trades
Council (the “Union”). Chelsea Grand also appeals the
district court’s dismissal of its declaratory judgment
action. We assume the parties’ familiarity with the
underlying facts, the procedural history, and the issues
presented for review.

     The 2016 Award is the culmination of over a decade of
strife between Chelsea Grand and the Union over the hotel’s
collective-bargaining obligations. In 2003, Chelsea Grand
obtained a franchise for the Four Points Sheraton Hotel.
Chelsea Grand, LLC v. N.Y. Hotel & Motel Trades Council,
AFL-CIO, No. 07 Civ. 2614(PAC), 2014 WL 4813028, at *3
(S.D.N.Y. Sept. 29, 2014) (“Chelsea Grand I”). As a
condition of the franchise, Chelsea Grand was required to
contract with Interstate, a prestige hotel management firm.
Id. In January 2004, the Union entered into a Memorandum
of Agreement (“MOA”) with Interstate. Id. at *6. This
agreement bound Interstate and any hotels it owned,
operated, or managed, to the card count and neutrality
provisions of the 2001 Industry-Wide Agreement (“IWA”).
Id. at *8.

     As a result of its agency relationship with Interstate,
Chelsea Grand, too, is bound to the terms, provisions, and
requirements of the IWA.1 Id. at *12 (“Interstate’s

1 On appeal, Chelsea Grand continues to overlay its legal
arguments with the perceived unfairness of the IWA and MOU—
documents, which (the hotel argues) it never consented to
                             2
appointment as managing agent for Chelsea Grand was
sufficient to support the Union’s belief that Interstate
had the authority to bind the hotel to the IWA.”), aff’d,
Chelsea Grand, LLC v. N.Y. Hotel & Motel Trades Council,
AFL-CIO, 629 F. App’x 152, 155 (2d Cir. 2015) (“Chelsea
Grand II”) (summary order). Article 26 of the IWA confers
upon the parties the right to demand resolution of any
disputes by the Office of the Impartial Chairperson
(“OIC”), a labor arbitrator. See J. App’x at 661. The IWA
includes Addendum IV, which authorizes the OIC to issue
“such remedial orders as are consistent with applicable
NLRB standards,” and to award “monetary or punitive
damages.” Id. at 564.

     The Union invoked arbitration against Chelsea Grand in
2007, alleging that Chelsea Grand refused to honor labor
rights and had subjected its employees to intimidation and
threats to avoid unionization. Id. at 577-85. The OIC
issued successive awards (“2007 Awards”) requiring Chelsea
Grand to turn over employee documentation necessary to
effectuate the bargaining process and imposed a daily
penalty of $35,550 until Chelsea Grand complied. Id. at
574, 577, 581, 583-85. Chelsea Grand complied with the
2007 Awards but also sued to vacate them.

     During that litigation, the parties again convened in a
second arbitration, in April 2008. The resulting OIC award
(“2008 Award”) ordered further remedies to redress Chelsea
Grand’s “egregious” misconduct. Id. at 646-49, 650.
Chelsea Grand did not move to vacate the 2008 Award, and
the Union never moved to confirm it. Id. at 656.



or signed. But Chelsea Grand is perpetuating an inaccurate
characterization of its contractual relationship with the
Union. Chelsea Grand received the benefit of its bargain -
Interstate’s brand recognition and hotel management
services, which allowed Chelsea Grand to operate in the
hotel franchise space in the first place — and it cannot
continue to protest what it surrendered in exchange. See
Chelsea Grand I, 2014 WL 4813028, at *11-12 (concluding
under agency principles that Interstate acted with apparent
authority in negotiating on Chelsea Grand’s behalf).
                             3
     In late 2015, after Chelsea Grand lost its final appeal
on the 2007 Awards, see Chelsea Grand II, 629 F. App’x 152,
the Union reengaged Chelsea Grand in negotiation for a
collective-bargaining agreement and served its Request for
Information (“RFI”). Chelsea Grand argued that privacy
concerns prevented it from responding fully to the RFI.
Once again, Chelsea Grand and the Union proceeded to
arbitration. After a hearing, the OIC granted the Union
“all of the relief it has requested,” J. App’x at 666,
including: an order for Chelsea Grand to comply with the
RFI; enforcement of the 2008 Award, with relief of $35,500
for each day Chelsea Grand failed to produce the requested
employee information; and $2.7 million in punitive damages.
Id. The district court rejected Chelsea Grand’s arguments
seeking vacatur, and confirmed the 2016 Award in all
respects. S. App’x at 17-18.

     Chelsea Grand argues that the OIC manifestly
disregarded the law and exceeded its authority under the
IWA in issuing the 2016 Award. “In reviewing a district
court’s confirmation of an arbitral award, we review legal
issues de novo and findings of fact for clear error.” Pike
v. Freeman, 266 F.3d 78, 86 (2d Cir. 2001).

     An arbitral decision rendered under the Labor
Management Relations Act (“LMRA”) may be vacated if the
arbitrator has exhibited a “manifest disregard of law.”
Westerbeke Corp. v. Daihatsu Motor Co., 304 F.3d 200, 208
(2d Cir. 2002) (internal quotation marks omitted).
Judicial inquiry under the “manifest disregard” standard is
“extremely limited.” Merrill Lynch, Pierce, Fenner &
Smith, Inc. v. Bobker, 808 F.2d 930, 934 (2d Cir. 1986);
see also Burns Int’l. Sec. Servs., Inc. v. Int’l Union,
United Plant Guard Workers of Am., 47 F.3d 14, 17 (2d Cir.
1995). To establish manifest disregard, Chelsea Grand must
show the arbitrator made “something beyond and different
from a mere error in the law or failure on the part of the
arbitrators to understand or apply the law.” Saxis S.S.
Co. v. Multifacs Int’l Traders, Inc., 375 F.2d 577, 582 (2d
Cir. 1967) (internal quotation marks omitted).

     An arbitrator commits manifest disregard of the law
when the “governing law alleged to have been ignored by the
arbitrators [was] well defined, explicit, and clearly
                             4
applicable,” and the arbitrator “appreciate[d] the
existence of a clearly governing legal principle but
decide[d] to ignore or pay no attention to it.” Westerbeke
Corp., 304 F.3d at 209 (first alteration in original)
(quoting Merrill Lynch, 808 F.2d at 934); see also N.Y.
Tel. Co. v. Commc’ns Workers of Am. Local 1100, 256 F.3d
89, 91 (2d Cir. 2001) (per curiam). The rule ignored by
the arbitrator must be “obvious and capable of being
readily and instantly perceived by the average person
qualified to serve as an arbitrator.” Merrill Lynch, 808
F.2d at 933.

     Chelsea Grand claims that the principles of New York
law applicable to judicial enforcement of arbitration
awards clearly governed its labor arbitration with the
Union, that there is a one year statute of limitations for
confirming arbitral awards, N.Y. CPLR §§ 7510, 7514, and
that the OIC ignored these principles by enforcing the
terms of the 2008 Award. Chelsea Grand relies on a series
of New York state court decisions to show that a clear rule
exists preventing subsequent arbitrations from reopening
“stale” awards. In Board of Managers of Diplomat Condo. v.
Bevona, 160 A.D.2d 645, 646 (1st Dept. 1990), the court
held that the union could not resubmit an identical
grievance to a second arbitration when it had failed to
confirm the prior award within the one-year statutory
period. The court in Protocom Devices v. Figueroa, 173
A.D.2d 177 (1st Dept. 1991) stayed a subsequent arbitration
premised upon the same claim as a prior arbitration award,
notwithstanding that the award was not confirmed within the
one year provided by CPLR 7510. And in Snyder-Plax v.
American Arbitration Association, 196 A.D.2d 872 (2d Dept.
1993), the court held that an award was “final and definite
for purposes of CPLR article 75” and could not be reopened
past the one-year limitations period even though the
arbitrator had “retain[ed] jurisdiction solely to resolve
any potential disputes concerning the execution of the
award.” Id. at 874.

     These   cases do not establish clearly governing law. At
best, they   suggest an “arguable difference regarding the
meaning or   applicability” of CPLR 7510 between the OIC’s
ruling and   the approach urged by Chelsea Grand. Merrill
Lynch, 808   F.2d at 934. On its face, CPLR 7510 does not
                               5
obviously apply: the statute itself addresses courts, and
the timeliness of petitions to confirm arbitration awards,
not arbitrators. N.Y. CPLR § 7510. And there appears to
be genuine disagreement over whether--and to what extent--
the New York procedural rules apply to the IWA-mandated
arbitration process. As the court in Hotel Greystone Corp.
v. New York Hotel and Motel Trades Council, AFL-CIO, 902 F.
Supp. 482, 485 n.3 (S.D.N.Y 1995), explained:

    The cases relied on by petitioner involved questions of
    timeliness of a party's application to the
    federal court for intervention, not questions of
    timeliness of an application to the arbitrator. This
    distinction is significant. Historically, under the
    LMRA, procedural questions fall within the arbitrator's
    domain, to be determined with reference to the
    agreement.

     Further, no case establishes how or whether the OIC may
retain jurisdiction to determine the scope and amount of
relief. See J. App’x at 657. Chelsea Grand overstates the
scope of Snyder-Plax: it does not categorically bar
retention of jurisdiction by arbitrators in contravention
of CPLR 7510; the court reached the more modest conclusion
that jurisdiction over a purely “ministerial” act such as
the computation of interest may not defeat an award’s
finality. 196 A.D.2d at 874; accord Burns Int’l Sec.
Servs., 47 F.3d at 16 (“[T]he reservation of jurisdiction
over a detail like overseeing the precise amount of back
pay owed does not affect the finality of an arbitrator’s
award.”); see also Morgan Guar. Trust Co. of N.Y. v. Solow,
114 A.D.2d 818, 821-22 (1st Dept. 1985). These cases do
not neatly decide this one: the tasks delegated to the OIC
(determining the entitlement to and amounts owed by the
Union and Chelsea Grand, respectively) are closer to core
responsibilities than “ministerial” ones.

     These ambiguities in the applicability of the New York
procedural rules and the significance of the arbitrator’s
retention of jurisdiction confound Chelsea Grand’s pursuit
of a clear legal rule. Put another way, they create at
least a “barely colorable” justification for the
arbitrator’s decision. Westerbeke Corp., 304 F.3d at 218
(affirming an arbitrator’s decision as “at least slightly
                             6
colorable” in recognition of the “strong presumption that
the arbitrator has not acted in manifest disregard of the
law,” even though the arbitrator may have failed to
properly apply a damages rule) (citing Fahnestock & Co.,
Inc. v. Waltman, 935 F.2d 512, 516 (2d Cir. 1991)).

     It is also unclear whether the reasoning of Bevona and
Protocom Devices apply. Those cases barred the repetition
of a second arbitration over the exact same issues resolved
in a previous award. However, the issues brought to the
attention of the OIC in 2016 were not identical to the
circumstances of the 2008 Award (although the Awards are
related). Unlike the one-shot termination disputes in
Bevona and Protocom Devices, the 2008 and 2016 Awards stem
from different sets of violations and concern a long-
standing and evolving series of disputes and
transgressions. See N.Y. Hotel & Motel Trades Council,
AFL-CIO v. Hotel St. George, 988 F. Supp. 770, 774-75
(S.D.N.Y 1997) (declining to treat the validity of a 1997
award following an unconfirmed 1993 award as a statute of
limitations question); id. at 782 (noting that the latter
award “is the product of a complaint against [the Hotel]
that is separate and distinct from the one that resulted in
the [prior] Award,” and that charges “different violations
of the Agreement”). Moreover, the 2016 Award does not
threaten to alter the 2008 Award as to issues already
litigated in a prior arbitration; instead, it enforces the
prior award as it would a contract in the event of a
breach. The arbitrator’s power to apply an existing award
to emerging events is in keeping with the industrial policy
of labor arbitration. See generally United Steelworkers of
Am. v. Warrior & Gulf Navigation Co., 363 U.S. 574, 578
(1960); Nat’l Football League Mgmt. Coouncil v. Nat’l
Football League Players Assoc., 820 F.3d 527 (2d Cir.
2016).

     Chelsea Grand also contends that the OIC exceeded its
scope of authority under the IWA and instituted its own
brand of industrial justice by ordering remedies that bind
Chelsea Grand to the terms of a collective-bargaining
agreement with the Union, and penalize it for past
misconduct. See Harry Hoffman Printing, Inc. v. Graphic
Commc’ns. Int’l Union, Local 261, 950 F.2d 95, 98 (2d Cir.
1991).
                             7
     Our duty on review of an arbitration award “is simply
to determine ‘whether the arbitrator acted within the scope
of his authority as defined by the collective bargaining
agreement.’” N.Y.C. & Vicinity Dist. Council of United Bhd.
of Carpenters & Joiners of Am. v. Ass’n of Wall-Ceiling &
Carpentry Indus. of N.Y., Inc., 826 F.3d 611, 618 (2d Cir.
2016) (citation omitted). The award need only “draw[] its
essence from the collective bargaining agreement,” United
Steelworkers of Am. v. Enter. Wheel & Car Corp., 363 U.S.
593, 597 (1960), and “even a barely colorable justification
for the outcome reached” will suffice. Andros Compania
Maritima, S.A. v. Marc Rich & Co., 579 F.2d 691, 704 (2d
Cir. 1978); see also N.Y.C. & Vicinity Dist. Council, 826
F.3d at 618 (“[A]s long as the ‘arbitrator was even
arguably construing or applying the contract and acting
within the scope of his authority and did not ignore the
plain language of the contract,’ the award should
ordinarily be confirmed.”).

     Chelsea Grand argues that the arbitrator exceeded
authority in setting rates and benefits at the level of the
Wingate Hotel Collective Bargaining Agreement (“Wingate
Agreement”) for the pendency of the collective bargaining.
Citing H.K. Porter Co. v. NLRB, Chelsea Grand submits that
an arbitrator cannot violate the freedom of contract by
“compel[ling] a company or a union to agree to any
substantive contractual provision of a collective-
bargaining agreement.” 397 U.S. 99, 102 (1970). In H.K.
Porter Co., the Supreme Court reversed an arbitral award
that had compelled a party to submit to certain terms on
the assumption that such terms would have been reached in
the course of good-faith negotiation. 397 U.S. at 100-01,
108. Chelsea Grand claims that the circumstances here are
analogous because the 2016 Award did not truly afford
Chelsea Grand any contractual discretion: the Award
obligates Chelsea Grand to reach an agreement and binds it
without consent to the results of the Wingate Agreement.

     But in contrast to H.K. Porter Co., the arbitrator did
not impose upon Chelsea Grand the terms of a finalized
collective-bargaining agreement. Rather, the OIC
established an ex ante position, with the intention that
the parties “re-commence[]” the bargaining process to
                             8
arrive at their own contractual rate. J. App’x at 665-66
(resetting the “status quo” for employee rates and
benefits). As such, the Wingate Agreement terms are
inherently temporary; they shall expire once the parties
have completed the collective-bargaining process in good
faith and arrived at their own contractual terms, or until
they have reached a bona fide impasse.2 See Mead Corp. v.
NLRB, 697 F.2d 1013, 1023-24 (11th Cir. 1983)
(distinguishing H.K. Porter Co. from a remedial order that
requires a party to “reinstate” an existing status quo and
ruling that such an order designed to encourage bargaining
in good faith “fully and fairly effectuates the policies of
the [National Labor Relations] Act”); see also Franks v.
Bowman Transp. Co., 424 U.S. 747, 769 (1976).

     Construed in that light, such terms are within a labor
arbitrator’s well-established remedial authority.3 See NLRB
2 Chelsea Grand’s brief contends that it “has been
bargaining in good faith,” but was “penalized anyway.”
Appellant’s Br. at 35 (emphasis in original). This claim
is somewhat at odds with the findings of the OIC, which are
not subject to our review. J. App’x at 664-65 (decreeing
that Chelsea Grand “bargain in good faith with the Union”
and assigning penalties for its failure to do so); see
Westerbeke Corp., 304 F.3d at 213 (“An arbitrator’s factual
findings are generally not open to judicial challenge, and
we accept the facts as the arbitrator found
them.”)(internal citation omitted); Burns Int’l Sec.
Servs., 47 F.3d at 17 (“Having contracted with the Union to
resolve disputes through a mutually-acceptable, neutral
arbitrator, [a party] is not entitled to have the
arbitrator’s decision overturned simply because the
arbitrator did not” find in its favor.).

3The language of the Awards can be overread to say that
Chelsea Grand might remain bound to the terms of the
Wingate Hotel Agreement even if it reaches an impasse with
the union while engaging in good faith collective
bargaining. Cf. H.K. Porter Co., 397 U.S. at 106 (making
unlawful a provision that “compel[s] [Chelsea] to agree to
a proposal or requires the making of a concession”). To
date, the parties have not had a serious opportunity to
bargain in good faith, due in part to the eight-year delay
                             9
v. Staten Island Hotel Ltd. P’ship, 101 F.3d 858, 862 (2d
Cir. 1996) (“[T]he requirement that the Company pay former
employees at the prior rates was plainly intended to be
remedial ... the Board’s order requires payment at the
prior rates only until the Company negotiates in good faith
with the Union....”); NLRB v. Katz’s Delicatessen, 80 F.3d
755, 769 (2d Cir. 1996) (In drafting remedial orders, a
labor arbitrator “has broad discretion,” and “its choice of
remedies is subject to limited review”); see also N.Y.C. &
Vicinity Dist. Council, 826 F.3d at 618.

     The arbitrator was likewise “arguably construing or
applying the contract within the scope of his authority”
when he awarded monetary and punitive damages for Chelsea
Grand’s non-compliance with the Union’s RFI. N.Y.C. &
Vicinity Dist. Council, 826 F.3d at 618. Addendum IV to
the IWA unambiguously authorized “monetary or punitive
damages,” and the arbitrator was charged with the mandate
to determine a proper remedy. J. App’x at 124, 127, 657.

     True, such damages were not explicitly requested by the
Union. But Chelsea Grand points to no direct authority
limiting arbitrators to requested remedies. Cf. Harper
Ins. Ltd. v. Century Indem. Co., 819 F. Supp. 2d 270, 277-
78 (S.D.N.Y. 2011) (Buchwald, J.) (“[T]here is no ... per
se rule that it is beyond the authority of the arbitrators
to issue a remedy directed to an issue squarely before them
unless it was requested by one of the parties.”).

     Finally, Chelsea Grand seeks a declaratory judgment
that it “is not bound to any labor agreement with the
Union, including without limitation that it has no ongoing
obligation under the 2004 MOA to arbitrate disputes with
the Union ....” S. App’x at 13. The district court ruled
that it lacked jurisdiction to issue a declaratory judgment
because there was no “case or controversy.” Id. We review
de novo the district court’s determination that it lacks

in concluding litigation over the 2007 Awards. The
remedial order in the 2016 Award therefore offers a genuine
incentive to begin bargaining once Chelsea Grand produces
the requisite employee data per the Union’s RFI, but not
permanent leverage for the Union in negotiating final
terms.
                             10
subject matter jurisdiction. See Niagara Mohawk Power
Corp. v. Towanda Band of Seneca Indians, 94 F.3d 747, 751
(2d Cir. 1996).

     To bring an action under the Declaratory Judgment Act,
28 U.S.C. § 2201(a), “the facts alleged, under all the
circumstances, [must] show that there is a substantial
controversy, between [the] parties having adverse legal
interests, of sufficient immediacy and reality to warrant
the issuance of a declaratory judgment.” Olin Corp. v.
Consol. Aluminum Corp., 5 F.3d 10, 17 (2d Cir. 1993)
(emphasis omitted) (quoting Maryland Cas. Co. v. Pac. Coal
& Oil Co., 312 U.S. 270, 273 (1941)). Courts do not
entertain declaratory judgment actions to assuage a party’s
concerns about potential contractual obligation or
liability. The dispute “must not be nebulous or contingent
but must have taken on fixed and final shape so that a
court can see what legal issues it is deciding, what effect
its decision will have on the adversaries, and some useful
purpose to be achieved in deciding them.” Pub. Serv.
Comm’n of Utah v. Wycoff Co., 344 U.S. 237, 244 (1952).
Where “the remedy sought is a mere declaration of law
without implications for practical enforcement upon the
parties, the case is properly dismissed.” Browning
Debenture Holders’ Comm. v. Dasa Corp., 524 F.2d 811, 817
(2d Cir. 1975).

     There is little doubt that Chelsea Grand and the Union
have numerous disagreements, for example concerning the
rates and benefits owed to hotel employees. They may also
have different views about each other’s legal
responsibilities and entitlements under the IWA. Those
disagreements, however, are the proper subject of the
collective-bargaining process that the parties may pursue
in the wake of this Court confirming the 2016 Award.4
Chelsea Grand’s position depends upon the subsequent
development of an impasse in collective bargaining, or a
4We do not read Chelsea Grand’s declaratory judgment
request as challenging or seeking relief from the terms of
the 2016 Award itself, which were confirmed by the district
court, and which we affirm again in this order. To the
extent Chelsea Grand seeks a declaratory judgment that
contradicts the 2016 Award, it is denied.
                             11
breach of the 2016 Award. And by its own representations
to this Court, Chelsea Grand has pursued collective
bargaining in good faith, and has not indicated that it
will not abide by the 2016 Award or fall into contempt of
court. See Appellant’s Br. at 35.

     The emergence of a “live controversy” is therefore
dependent upon unknown future actions of the parties once
they reach the end of their negotiation. We do not know
the precise nature of the “types of claims that might be
asserted in the future” related to a possible arbitration
or substantive bargaining terms, and so any dispute is
“speculative.” Olin Corp., 5 F.3d at 17; see In re Joint
E. and S. Dist. Asbestos Litig., 14 F.3d 726, 731-32 (2d
Cir. 1993) (“The fact that [the party seeking declaratory
relief] may not be liable to asbestos claimants after
reaching a settlement with them does not support a legal
claim triggering the court’s adjudicative powers when such
a settlement has not been reached.”).

     Chelsea Grand may wish to establish certain legal
relations now as leverage in future negotiations with the
Union or in aid of its own strategic decisions. But “a
mere demand for declaratory relief does not by itself
establish a case or controversy necessary to confer subject
matter jurisdiction.” S. Jackson & Son, Inc. v. Coffee,
Sugar & Coco Exch. Inc., 24 F.3d 427, 431 (2d Cir. 1994).
Declaratory judgment is not a vehicle to advise or relieve
the parties of the possible legal consequences of their
conduct. Olin Corp., 5 F.3d at 17 (quoting Coffman v.
Breeze Corps., 323 U.S. 316, 324 (1945)). Chelsea Grand’s
speculation of future party conduct and the disputes that
could arise from that conduct falls short of the “case or
controversy” standard.

     For the foregoing reasons, and finding no merit in
Chelsea Grand’s remaining arguments, we hereby AFFIRM the
judgment of the district court.

                  FOR THE COURT:
                  CATHERINE O’HAGAN WOLFE, CLERK OF COURT




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