                             In the
 United States Court of Appeals
               For the Seventh Circuit
                         ____________

No. 06-3928
PETER A. PROSTYAKOV,
                                              Plaintiff-Appellee,
                                v.

MASCO CORPORATION,
                                          Defendant-Appellant.
                         ____________
           Appeal from the United States District Court
    for the Southern District of Indiana, Indianapolis Division.
           No. 05 C 1430—Sarah Evans Barker, Judge.
                         ____________
ARGUED SEPTEMBER 25, 2007—DECIDED JANUARY 22, 2008
                  ____________


 Before EASTERBROOK, Chief Judge, and BAUER and
KANNE, Circuit Judges.
  KANNE, Circuit Judge. The district court granted
Peter Prostyakov’s petition to confirm his arbitral award
against Masco Corporation and, in so doing, denied
Masco’s application to vacate the award on the ground
that the arbitrator exceeded his authority when fashion-
ing it. See 9 U.S.C. § 10(a)(4). Masco appeals, arguing
that the district court erred by confirming the award.
Prostyakov, in turn, asserts that Masco’s appeal is frivo-
lous, and asks us to sanction Masco by ordering it to pay
for his attorneys’ fees and costs. We affirm the district
court’s judgment, but deny Prostyakov’s motion.
2                                              No. 06-3928

                       I. HISTORY
  The origins of this arbitration action can be traced back
sixteen years to the dissolution of the Soviet Union.
Shortly after the Soviet Empire fell in late 1991, the State
of Indiana and the Moscow Oblast province co-founded a
trade consortium that coordinated American businesses’
efforts to establish a market presence in the newly capital-
istic Russian economy. Masco, a Michigan-based corpora-
tion that specializes in building, plumbing, and cabinetry
products, joined the consortium in 1992 with the aspira-
tion of developing a sales and distribution network
throughout the nascent Russian Federation. One of the
men that Masco hired to achieve this goal was Prostyakov,
who, all parties agree, played a central role in develop-
ing the company’s Russian presence. In December 1995,
Masco rewarded Prostyakov for his efforts by appointing
him Managing Director and Agent of its Moscow-based
office.
  For a while Masco and Prostyakov’s business relation-
ship went swimmingly, but then things quickly went
south. As often is the case in these situations, both Masco
and Prostyakov blamed each other for their deteriorating
relationship. The parties’ respective accusations are not
important for the purpose of this appeal, but what is
important is that on April 9, 1996, Masco President and
CEO Richard Manoogian issued a company directive
addressed to “the appropriate officials of the Russian
Republic,” stating that Prostyakov was “removed” from
his position with Masco. Although Prostyakov never
received the Manoogian-authored directive—or any other
written confirmation of his “removal” from his position
with Masco—he and Masco began to negotiate the end of
their business relationship; these negotiations culminated
with the parties entering into a Settlement Agreement on
June 18, 1996. As relevant here, Masco and Prostyakov
mutually agreed to release all claims that either party
could bring against the other based on acts that occurred
No. 06-3928                                               3

before the Agreement took effect. Masco and Prostyakov
further agreed that: (1) Indiana law would govern the
interpretation of the Agreement; (2) any future disputes
between them would be settled by “private” arbitration;
(3) the rules of the American Arbitration Association
(AAA) would apply and govern the conduct of the arbitra-
tion; and (4) neither party would seek to enforce the
Agreement through legal action.
  Moreover, the parties agreed that the end of their
business relationship was “amicable,” and would be
communicated to interested third parties as such. As
part of the “amicable” separation, Masco agreed to an-
nounce publicly that it and Prostyakov had been “working
for the past couple of months to disengage from their
previous business relationship” because Prostyakov
“decided to seek other business opportunities for himself ”;
that disengagement, the announcement stated, “was
finally accomplished on June 18, 1996.” Masco and
Prostyakov then went their own ways.
  His separation from Masco complete, Prostyakov sought
an executive position with the Federal Industrial Bank
in Moscow. Prostyakov’s overtures were successful, and
he entered into an employment contract to join the bank
as Deputy Chairman of the Board of Directors on July 31,
1996. Prostyakov was required under the contract to
submit by his start date all documents necessary to
formalize his employment under the Russian labor code,
including his Labor Book. As we will see, Prostyakov
encountered some problems with his Labor Book that are
central to this appeal. But before we recount those prob-
lems we must first explain the Russian Labor Book.
  For those not familiar with Russian labor law, the Labor
Book is a creation of the Soviet-era labor code that sur-
vived the collapse of the Soviet Union. See W.E. Butler,
Soviet Law 230 (2d ed. 1988); Amy J. Bliss, Comment,
Proletariat to Perestroika: A Comparison of Labor Law
4                                               No. 06-3928

in the Soviet Union and the Russian Federation, 18
Comp. Lab. L. 264, 297-98, 301-06 (1997); John Knab,
Complying with Russia’s Labor Code, Bus. Info. Serv-
ice for Newly Indep. States (Dec. 1997/Jan. 1998),
http://permanent.access.gpo.gov/lps1733/9801code.htm.
The Labor Book’s purpose, though arguably antiquated, is
quite simple: it is a Russian citizen’s record of his employ-
ment history. See Butler, supra, at 230; Bliss, supra, at
305; Knab, supra. Every Russian citizen entering the
workforce is issued a Labor Book, which the citizen must
submit to his employer once his employment begins. See
Butler, supra, at 230; Bliss, supra, at 305-06; Knab, supra.
The employer retains the Labor Book throughout the
period of employment and records in it the employee’s
work experience. See Butler, supra, at 230; Knab, supra. If
the employee is dismissed, the employer must, at the time
of dismissal, record in the Labor Book the specific reason
for dismissal by citing the provision of the labor code under
which the dismissal was carried out; if the employment
relationship was terminated by mutual agreement, the
employer likewise must state so. See Butler, supra, at 230;
Knab, supra. The employer must then immediately return
the Labor Book to the employee. Butler, supra, at 230;
Knab, supra.
  Prostyakov submitted his Labor Book to Masco when the
company hired him, and Masco retained the Labor Book
throughout the period of his employment. But Masco did
not immediately return Prostyakov’s Labor Book to him
once his employment ended. In fact, after the parties
entered into the Settlement Agreement on June 18, 1996,
Masco ignored Prostyakov’s repeated requests for his
Labor Book. Masco’s stonewalling, in turn, made it impos-
sible for Prostyakov to submit his Labor Book to the
Federal Industrial Bank by his first day, which forced him
to renegotiate his start date so he could have additional
time to recover the Labor Book.
No. 06-3928                                                5

  Prostyakov finally recovered his Labor Book in late
August 1996; it was then that he saw, for the first time,
Masco’s entry regarding his employment history with the
company. Simply put, Masco wrote that on April 12, 1996,
Prostyakov was fired, or, as the entry put it exactly,
“[d]ismissed by the decree of the Directors’ Council of
Masco Corporation USA from Moscow Representation of
Masco Corporation USA.” Although Prostyakov knew the
entry was incorrect, he immediately delivered the Labor
Book to the Federal Industrial Bank to fulfill his obliga-
tion under the employment contract. The next day, though,
the bank returned Prostyakov’s Labor Book to him along
with a letter terminating their employment contract; in the
letter the bank stated that it could not “hire a new em-
ployee for a supervisory position if this potential employee
had been fired by a corporate management from the place
of his latest employment because of unclear reasons.”
  Shortly after the Federal Industrial Bank cancelled the
employment contract, Prostyakov’s former co-worker at
Masco, Inna Kalinina, informed him that Masco’s Labor
Book entry had been intentionally falsified. Specifically,
Kalinina stated that, immediately before Masco was to
return the Labor Book to Prostyakov in August 1996,
Prostyakov’s successor at the company ordered her to
backdate an entry stating that Prostyakov had been fired
on April 12, 1996, contradicting the Settlement Agree-
ment’s provision that Prostyakov left under “amicable”
circumstances. Prostyakov accordingly asked Masco
to correct the Labor Book entry, but when his requests
fell on deaf ears he asked Masco to resolve the dispute
through arbitration. Masco, however, simply ignored
Prostyakov’s arbitration requests, a fact that Masco’s
general counsel would later readily admit.1


1
  Masco’s general counsel, Greg Wittrock, was asked at the
arbitration hearing underlying this case if he responded to
                                               (continued...)
6                                                  No. 06-3928

  Seeing no other course of redress, Prostyakov turned to
the Russian judicial system in January 1997. He filed a
complaint in the Noginsk City Court, alleging that Masco
violated the Russian labor code with its backdated and
falsified Labor Book entry. After years of navigating
the Russian legal system, Prostyakov finally obtained a
default judgment against Masco in March 2002, declaring
that Masco did, indeed, violate the labor code with its
Labor Book entry.
  Armed with the Russian court judgment, in February
2003 Prostyakov filed with the AAA a demand for arbitra-
tion. Prostyakov claimed that Masco breached the Settle-
ment Agreement by authoring the “fraudulent” Labor
Book entry. He therefore requested an award of both
monetary damages stemming from the loss of his em-
ployment with the Federal Industrial Bank, and equitable
relief in the form of an Executive Order from Manoogian,
correcting the Labor Book entry.
  Masco responded to Prostyakov’s demand for arbitra-
tion by arguing that the AAA lacked “jurisdiction” over the
dispute—which, in this context, meant that the parties
did not agree to have the AAA arbitrate the claims.
Instead, Masco asserted, the Settlement Agreement
stipulated only that arbitration would be “conducted
privately,” meaning without AAA assistance. Masco’s
objections to AAA participation greatly prolonged the
arbitrator-selection process, and it was over a year before
the parties could agree on an arbitrator—Indianapolis
attorney Max J. Hittle, Jr. Although Masco informed
Prostyakov that Arbitrator Hittle “would be an acceptable


1
  (...continued)
Prostyakov’s request to arbitrate Masco’s Labor Book’s entry.
Wittrock flippantly responded, “By silence, yes.” We will address
Wittrock’s response later in this Opinion. See infra Part II.D.
No. 06-3928                                               7

arbitrator,” it continued to assert that his involvement
was improper because of his affiliation with the AAA.
Masco accordingly moved to dismiss Prostyakov’s claims on
the basis that Hittle was not authorized to serve as
arbitrator. Hittle denied Masco’s motion, concluding that
he had authority because Masco and Prostyakov had
selected him by following the procedures set forth in the
Agreement, and had submitted to AAA involvement by
stating in the Agreement that AAA rules would govern the
arbitration proceedings.
  Despite continuing to object to Arbitrator Hittle’s
authority to oversee the dispute, Masco became an active
participant in the arbitration. Specifically, Masco counter-
claimed on the ground that Prostyakov breached the
Settlement Agreement by initiating the Russian legal
action instead of seeking arbitration. Masco also filed
a second motion to dismiss, this time arguing that
Prostyakov’s claim involving the Labor Book was
nonarbitrable because it fell outside the scope of the
Agreement. Hittle rejected that argument and denied
Masco’s motion, but allowed the company to proceed on
its counterclaim.
  The arbitration hearing occurred over a four-day period
in 2005, during which both Masco and Prostyakov pre-
sented testimony and evidence supporting their positions.
Significantly, both parties presented experts on the
Russian labor code to testify about the legality of the
termination of Masco and Prostyakov’s business rela-
tionship. Prostyakov’s expert testified that the directive
issued by Manoogian on April 9, 1996, which purported
to fire Prostyakov was, under the labor code, an ineffec-
tive method of dismissing Prostyakov from his position
because the directive never was delivered to him. More-
over, both Masco’s and Prostyakov’s legal experts agreed
that Masco’s Labor Book entry violated the labor code
because it was backdated, incorrectly stated that
8                                                No. 06-3928

Prostyakov was fired, and did not cite the specific labor
code provision for termination of employment by mutual
agreement. Both experts further agreed that Masco’s
corporate board could correct the entry by issuing a new
Executive Order, nullifying both the incorrect entry and
Manoogian’s April 9 directive.
  On August 15, 2005, Arbitrator Hittle issued a thorough
decision detailing his awards for both Masco and
Prostyakov. Hittle first decided for Masco on its counter-
claim, determining that, under Indiana law, Prostyakov
breached the Settlement Agreement by bringing the
Russian legal action instead of initiating arbitration. Hittle
accordingly awarded Masco approximately $63,000 for the
attorneys’ fees and costs it incurred defending that action.
  Arbitrator Hittle also decided, however, that Masco
breached the Settlement Agreement by not immediately
returning Prostyakov’s Labor Book to him, and by
authoring the “harmful, retaliatory in nature, [and]
incorrectly dated” Labor Book entry. Because Masco’s
breach cost Prostyakov his employment with the Federal
Industrial Bank in Moscow, and because the Labor Book
itself was a creation of the Russian labor code, Hittle
determined that Indiana’s conflict-of-law provisions
required him to apply the Russian labor code to fashion
an award for Masco’s breach; as Hittle explained, the
labor code was the law “of the forum with the most inti-
mate contacts” governing the dispute. Applying the labor
code to determine “the parties’ rights and obligations,”
Hittle concluded that Masco owed Prostyakov approxi-
mately $780,000 in damages, attorneys’ fees, and costs.
Hittle also relied on the testimony of the Russian labor law
experts and ordered Manoogian to annul the directive he
issued on April 9, 1996, and correct Masco’s Labor Book
entry by issuing a new Executive Order; that Order was to
state that the “Board of Directors of Masco hereby ac-
knowledge and agree that Peter Alexandrovich Prostyakov
No. 06-3928                                               9

is discharged as Managing Director and Agent of Masco
Corporation in the Russian Federation this 15th day of
August, 2005, pursuant to the Mutual Agreement of Peter
A. Prostyakov and Masco Corporation.”
  Prostyakov then petitioned the district court to confirm
Arbitrator Hittle’s award. Masco, in turn, filed a timely
motion to vacate the award, see 9 U.S.C. § 12; Webster v.
A.T. Kearney, Inc., 507 F.3d 568, 571-74 (7th Cir.
2007), arguing, as relevant here, that Hittle exceeded his
powers as arbitrator when fashioning it, see 9 U.S.C.
§ 10(a)(4). Specifically, Masco reasserted both its chal-
lenge to Hittle’s authority to serve as arbitrator because
of his affiliation with the AAA, and its argument that the
Labor Book dispute fell outside the scope of the Settle-
ment Agreement. Masco also contended that Hittle fash-
ioned an improper award by (1) ignoring the Agreement’s
choice-of-law provision when applying the Russian labor
code; and (2) forcing Masco to “rewrite history” by ordering
it to state in the Executive Order that Prostyakov left
Masco on August 15, 2005.
   The district court rejected Masco’s arguments, agreeing
first with Arbitrator Hittle’s determination that he had
authority over the dispute because he was selected by
Masco and Prostyakov according to the procedure out-
lined in the Settlement Agreement. The court further
agreed that the Labor Book dispute was arbitrable because
the Agreement “was intended to resolve all loose ends
regarding the failed employment relationship between the
parties,” and that the “Labor Book issue certainly was such
a loose end.” Finally, the court determined that the award
itself was proper. Hittle, the court stated, attempted to
apply Indiana’s conflict-of-law provisions accurately when
fashioning the award, and thus did not exceed his author-
ity by applying an “unusual amalgam of Indiana and
Russian law.” Moreover, the court added, Hittle’s award of
the corrective Executive Order was “well within the
10                                              No. 06-3928

bounds of what the Arbitrator may permissibly require in
equity.” The court accordingly denied Masco’s motion,
granted Prostyakov’s petition, and confirmed the arbitral
award.


                       II. ANALYSIS
   Masco attacks the district court’s confirmation of
Prostyakov’s arbitral award on the grounds that the
court incorrectly determined that Arbitrator Hittle
acted within his powers when fashioning it. See 9 U.S.C.
§ 10(a)(4). In so doing, Masco merely reasserts the three
arguments it raised before the district court, specifically
that: (1) Hittle lacked the proper authority to serve as
arbitrator because the Settlement Agreement pre-
cluded the involvement of AAA-affiliated arbitrators;
(2) the Labor Book dispute was not arbitrable because
it fell outside the scope of the Agreement; and (3) Hittle
fashioned improper monetary and equitable awards.
Prostyakov responds that each of Masco’s arguments not
only are frivolous but also are raised in bad faith, and
accordingly asks us to sanction Masco. We accept the
district court’s findings of fact that are not clearly errone-
ous and review questions of law de novo. Slaney v. Int’l
Amateur Ath. Fed’n, 244 F.3d 580, 592 (7th Cir. 2001).
  We address Masco’s arguments with some frustration.
We repeatedly have stated that we do not—and will
not—review arbitral awards for legal or factual error. See,
e.g., Wise v. Wachovia Sec., LLC, 450 F.3d 265, 269 (7th
Cir. 2006); George Watts & Sons, Inc. v. Tiffany & Co., 248
F.3d 577, 579 (7th Cir. 2001); Baravati v. Josephthal, Lyon
& Ross, Inc., 28 F.3d 704, 706 (7th Cir. 1994). But see
Hall St. Assocs., LLC v. Mattel, Inc., 196 F. App’x 476 (9th
Cir. 2006), cert. granted 127 S. Ct. 2875 (2007) (granting
petition for writ of certiorari on issue of whether arbitra-
tion agreements calling for expanded judicial review of
No. 06-3928                                             11

arbitral awards are enforceable). To do so would defeat
the purpose of entering into an arbitration agreement
in the first place—to opt out of the judicial system—and
we will neither deprive parties of the benefits, nor shield
them from the pitfalls, that arise when they agree to
settle their disputes outside of the courts’ purview. See
Wise, 450 F.3d at 269; Baravati, 28 F.3d at 706 (“[W]e do
not allow the disappointed party to bring his dispute
into court by the back door, arguing that he is entitled to
appellate review of the arbitrators’ decision.”).
  It is true, as Masco points out, that review is available
under the Federal Arbitration Act when the arbitrator
“exceeded [his] powers, or so imperfectly executed them
that a mutual, final, and definite award upon the subject
matter submitted was not made.” 9 U.S.C. § 10(a)(4); see
also Wise, 450 F.3d at 268-69. But even then our review
is extremely limited, see Baravati, 28 F.3d at 706, and
we will not set aside an arbitral award so long as the
arbitrator interpreted the parties’ agreement at all, see
Wise, 450 F.3d at 268-69; Tice v. Am. Airlines, Inc., 373
F.3d 851, 854 (7th Cir. 2004). For instance, we have
explained that we will vacate an award when the arbitra-
tors’ interpretation was “so wacky that it was no inter-
pretation at all,” Tice, 373 F.3d at 85; see also Wise, 450
F.3d at 268-69, or when the arbitrator consciously re-
fused to apply the parties’ agreed-upon choice of law when
fashioning the award, BEM I, LLC v. Anthropologie, Inc.,
301 F.3d 548, 554 (7th Cir. 2002). But in short, we will
uphold an arbitral award unless “ ‘there is no possible
interpretive route to [it], so a non-contractual basis can
be inferred.’ ” Cuna Mut. Ins. Soc’y v. Office & Prof ’l
Employees Int’l Union, Local 39, 443 F.3d 556, 562 (7th
Cir. 2006) (quoting Arch of Ill. v. Dist. 12, UMW, 85 F.3d
1289, 1293-94 (7th Cir. 1996)).
  Masco concedes that Arbitrator Hittle interpreted the
Settlement Agreement when fashioning his award for
12                                             No. 06-3928

Prostyakov. The pertinent issue thus becomes whether
Hittle exceeded his powers by formulating an award based
on an interpretation of the Agreement that was egregiously
off-base, see Wise, 450 F.3d at 268-69, or through a blatant
disregard of the Agreement’s choice-of-law provisions,
see BEM I, 301 F.3d at 554. As we explain below, he
did neither.


  A. Arbitrator Hittle’s Authority to Participate in the
     Arbitration
  We can quickly dispose of Masco’s argument that the
Settlement Agreement barred Arbitrator Hittle’s participa-
tion. Specifically, Masco asserts that the Agreement
provided that the arbitration would be conducted “pri-
vately,” meaning without the involvement of the AAA
and, by virtue of his AAA affiliation, without Hittle. But
nothing in the Agreement expressly or implicitly defines
a “privately” conducted arbitration as one that excludes
the participation of the AAA; we will not interpolate that
meaning here. See Ross Bros. Constr. Co. v. Int’l Steel
Servs., 283 F.3d 867, 875 (7th Cir. 2002) (noting that,
under Pennsylvania law, “arbitration agreements are to
be strictly construed and not extended by implication”);
Roddie v. N. Am. Manufactured Homes, Inc., 851 N.E.2d
1281, 1284 (Ind. Ct. App. 2006) (“[A]rbitration agreements
will not be extended by construction or implication.”); see
also Geneva Secs., Inc. v. Johnson, 138 F.3d 688, 691-92
(7th Cir. 1998) (“[A]rbitration agreements, like other
contracts, are enforced according to their terms, and
according to the intentions of the parties.”). And Masco
and Prostyakov did, in fact, submit to AAA participation
by agreeing that the arbitration would be governed by
AAA rules. Rule R-2 of AAA Commercial Arbitration Rules
states that “when parties agree to arbitrate under these
rules . . . they thereby authorize the AAA to administer the
No. 06-3928                                             13

arbitration.” See also Dockser v. Schwartzberg, 433 F.3d
421, 424-25 (4th Cir. 2006). Nothing more needs to be said.


  B. The Arbitrability of the Labor Book Dispute
  Equally meritless is Masco’s challenge to Arbitrator
Hittle’s determination that the Labor Book dispute was
arbitrable. Masco argues that the Settlement Agreement
contains a mutual release of all claims between it and
Prostyakov stemming from their failed business rela-
tionship, including all issues involving the Labor Book.
Masco also asserts that, in any event, the issues sur-
rounding Prostyakov’s Labor Book are not arbitrable
because “the Russian Labor Book issues are completely
separate from the Settlement Agreement” and, as such,
“should not be tied together.”
  But contrary to Masco’s assertion, the Settlement
Agreement did not release all claims stemming from the
Labor Book. Instead, the Agreement released only those
“claims based on pre-existing acts occurring at any time up
to the date of this Agreement.” The basis for Prostyakov’s
arbitration claim was Masco’s post-Agreement malfea-
sance, notably, its withholding of his Labor Book and
authoring of the backdated and incorrect Labor Book
entry. Moreover, the fact that Masco and Prostyakov did
not specifically agree to arbitrate claims related to the
Labor Book is irrelevant to whether the dispute is arbitra-
ble. Prostyakov’s claim turns not upon his Labor Book
itself, but instead upon the content of Masco’s Labor Book
entry—namely, the company’s assertion that Prostyakov
was fired. Masco knew that Prostyakov would have to
present his Labor Book to his next employer, and with
its Labor Book entry Masco breached its agreement to
inform interested third parties that it and Prostyakov
ended their business relationship “amicably.” By entering
into the Agreement, Masco agreed to arbitrate disputes
14                                              No. 06-3928

regarding how the end of the business relationship is
communicated to third parties, and the company cannot
now assert that Prostyakov was barred by the Agree-
ment from doing exactly that.


  C. Arbitrator Hittle’s Monetary and Equitable Award
  Finally, Masco argues that Arbitrator Hittle exceeded
his powers by fashioning the monetary and equitable
awards for Prostyakov. As to the monetary award, Masco
argues that Hittle “deliberately” ignored the Settlement
Agreement’s choice-of-law provision—which states that
the Agreement “shall be construed in accordance with
the laws of the State of Indiana”—and instead “purpose-
fully applied Russian law to effect an international remedy
when it is clear that no remedy would have existed under
Indiana law.” See also BEM I, 301 F.3d at 554. This
greatly misconstrues Hittle’s decision, however, because
he did not disregard the Agreement’s choice-of-law provi-
sion. Indeed, Hittle abided by the choice-of-law provision
by applying Indiana law to determine that Masco breached
the Agreement by delaying the return of Prostyakov’s
Labor Book and by authoring the false Labor Book entry.
Hittle then followed Indiana’s conflict-of-law provisions
to apply the Russian labor code to fashion the award;
as Hittle explained, “[i]n matters of contract interpreta-
tion, Indiana’s conflict of law [sic] principles provide that
the law of the forum with the most intimate contacts to
the facts governs.”
  Masco, though, argues that Arbitrator Hittle’s interpre-
tation of Indiana’s conflict-of-law provisions was error
because “[t]he most-intimate contacts test [sic] applies only
when the parties have not otherwise agreed [to apply
Indiana] law.” It may be that the Masco is correct and
that Hittle so erred, but it also is irrelevant. Hittle was
required only to put forth a good-faith effort to interpret
No. 06-3928                                              15

and enforce the Settlement Agreement’s provisions; he
was not required to interpret and enforce them correctly.
See, e.g., Wise, 450 F.3d at 269; BEM I, 301 F.3d at 554.
And because we can easily discern the “interpretive route”
Hittle followed when fashioning the award, it is not our
place to determine whether his interpretation was cor-
rect as a matter of law. See Cuna Mut. Ins. Soc’y, 443 F.3d
at 562; George Watts & Sons, 248 F.3d at 579 (“ ‘The
question for decision by a federal court asked to set
aside an arbitration award . . . is not whether the arbitra-
tor or arbitrators erred in interpreting the contract; it
is not whether they clearly erred in interpreting the
contract; it is not whether they grossly erred in interpret-
ing the contract; it is whether they interpreted the con-
tract.’ ” (quoting Hill v. Norfolk & W. Ry., 814 F.2d 1192,
1194-95 (7th Cir. 1987))).
  Masco’s challenge to Arbitrator Hittle’s equitable award
also fails. Masco argues that Hittle exceeded his authority
by compelling Masco to state that he left the company on
August 15, 2005; that statement, Masco asserts, contra-
dicts both the record and Hittle’s own conclusion “that
Prostyakov was terminated in April 1996.” Masco once
again misconstrues Hittle’s decision. Although it is not
the most artfully drafted, nothing in the Executive Order
requires Masco to state that Prostyakov was fired on
August 15, 2005. Instead, the Order requires Masco to
state that on August 15, 2005, “the Board of Directors
agree that Prostyakov was discharged from his position
pursuant to the Mutual Agreement,” which, all parties
agree, was reached through the Settlement Agreement
on June 16, 1996. Likewise, Hittle did not conclude that
Prostyakov was terminated in April 1996. Hittle instead
determined that Manoogian merely attempted to terminate
Prostyakov by issuing the directive on April 9, 1996, and
noted that Masco’s Labor Book entry stated that
16                                               No. 06-3928

Prostyakov was fired on April 12, 1996. Adopting the
conclusion of Prostyakov’s Russian labor-law expert,
Hittle then determined that Manoogian’s directive did not
terminate Prostyakov because it was kept from him, and
that Masco violated the Russian labor code by authoring
the incorrect Labor Book entry. Thus, Hittle concluded,
Prostyakov was discharged only when the parties entered
into the Agreement on June 18, 1996, a finding that is
entirely consistent with Masco’s own public announce-
ment that Prostyakov left the company on that date.
Nothing in the Agreement limited Hittle’s authority to
fashion this equitable award. See George Watts & Sons,
248 F.3d at 581 (“[W]hen the parties agree to arbitrate
without specifying a rule of decision . . . then the arbitrator
has considerable leeway so long as he respects the limits
the parties’ contract and public law place on his discre-
tion.”); cf. Monee Nursery & Landscaping Co. v. Int’l Union
of Operating Eng’rs, Local 150, 348 F.3d 671, 678 (7th Cir.
2003) (“ ‘Where it is contemplated that the arbitrator will
determine remedies for contract violations that he finds,
courts have no authority to disagree with his honest
judgment in that respect.’ ” (quoting United Paperworkers
Int’l Union, AFL-CIO v. Misco, Inc., 484 U.S. 29, 38
(1987))). And because we can determine how Hittle
fashioned the award, we see no reason why it should not
stand. See Baravati, 28 F.3d at 709-10 (“It is common-
place to leave the arbitrators pretty much at large in the
formulation of remedies . . . .”).


  D. Prostyakov’s Motion for Sanctions
  All that remains for us to address is Prostyakov’s motion
for sanctions in the form of attorneys’ fees and costs. As
Prostyakov asserts, Masco took this frivolous appeal only
“to delay enforcement of the District Court Judgment,”
“tax [his] resources,” and “needlessly burden this Court.”
No. 06-3928                                              17

See also Fed. R. App. P. 38. We are inclined to agree with
those characterizations. Not only are Masco’s arguments
legally meritless, but they appear to have been made
disingenuously and based on misrepresentations of the
record. Masco’s actions during the past ten years of this
litigation—embodied by Masco’s general counsel’s petulant
behavior, see supra Part I & n.1—further support the
imposition of sanctions. In all, Masco has made “a mockery
of arbitration’s promise to expedite and cut the costs of
resolving disputes,” Prod. & Maint. Employees’ Local 504
v. Roadmaster Corp., 916 F.2d 1161, 1163 (7th Cir. 1990);
see also PaineWebber Inc. v. Farnam, 843 F.2d 1050, 1052-
53 (7th Cir. 1988), by prolonging this matter long after
it agreed with Prostyakov to settle any disputes through
arbitration. We thus are tempted to grant Prostyakov’s
motion for sanctions for attorneys’ fees and costs.
  Nevertheless, we think it is unnecessary in this case
to award attorneys’ fees and costs. Requiring the payment
of attorneys’ fees and costs as a sanction serves two
purposes: (1) “to protect the court from the burdens of
fruitless litigation”; and (2) to prevent “the prevailing
party from having to bear the cost of defending against
utterly meritless contentions.” Bacon v. Am. Fed’n of State,
County & Mun. Employees Council, #13, 795 F.2d 33, 34
(7th Cir. 1986). We will, for this moment only, look past
the inconvenience we have endured while addressing
Masco’s appeal, and instead will focus on whether the
sanction would benefit Prostyakov. And it is here that
we conclude that Prostyakov already is well protected
by the Settlement Agreement’s indemnification clause,
which reads, in pertinent part, that “[i]n the event of a
breach of this Agreement, the Breaching party will in-
demnify and hold the other harmless from any and all
resulting claims, including attorney’s fees and costs.”
(Emphasis added.) In other words, Masco—as the breach-
ing party—already has agreed to reimburse Prostyakov
18                                             No. 06-3928

for attorneys’ fees and costs stemming from the litigation
before both the district court and us. We need not cir-
cumvent this contractual arrangement by awarding
Prostyakov a windfall of further fees and costs.
  We trust that Masco will promptly contact Prostyakov
and pay what it owes him. We hope our faith is not
misplaced; our opinion on this matter could change
drastically if Masco continues to prolong this dispute
needlessly. See Prod. & Maint. Employees’ Local 504, 916
F.2d at 1163; PaineWebber Inc., 843 F.2d at 1052-53; see
also Redwood v. Dobson, 476 F.3d 462, 470 (7th Cir. 2007)
(noting that sanctions may include censure for conduct
unbecoming of bar). We might not be so willing to over-
look whatever future inconvenience we would have to
endure if we are called, once again, to address this matter,
which should have ended long ago. See Bacon, 795 F.2d
at 34.


                    III. CONCLUSION
  We AFFIRM the district court’s confirmation of
Prostyakov’s arbitral award, but DENY Prostyakov’s motion
for sanctions. An award of attorneys’ fees and costs is
unnecessary because Masco already has agreed to reim-
burse Prostyakov for his fees and costs.

A true Copy:
      Teste:

                       ________________________________
                       Clerk of the United States Court of
                         Appeals for the Seventh Circuit


                   USCA-02-C-0072—1-22-08
