               IN THE UNITED STATES COURT OF APPEALS

                       FOR THE FIFTH CIRCUIT


                       ____________________

                           No. 00-60366

                         Summary Calendar
                       ____________________


     TAYLOR MACHINE WORKS, INC,


                                    Plaintiff - Appellee

          v.

     TOM DEVINE; ET AL,


                                    Defendants


     TOM DEVINE,

                                    Defendant - Appellant

_________________________________________________________________

           Appeal from the United States District Court
             for the Northern District of Mississippi
                        No. 1:96-CV-255-S-D
_________________________________________________________________
                         December 22, 2000
Before KING, Chief Judge, and JONES and STEWART, Circuit Judges.

PER CURIAM:*




     *
        Pursuant to 5TH CIR. R. 47.5, the court has determined
that this opinion should not be published and is not precedent
except under the limited circumstances set forth in 5TH CIR. R.
47.5.4.
     Tom Devine appeals the judgment of the district court

confirming an arbitration award.       For the following reasons, we

AFFIRM.

                I. FACTUAL AND PROCEDURAL HISTORY

     On June 11, 1996, Taylor Machine Works, Inc. (“Taylor”) sued

Tom Devine and On-Site Medwaste Company1 for breach of a

manufacturing contract and for tortious interference.      Devine

removed the action to federal court on August 13, 1996.2      On


     1
        On-Site Medwaste Company (“Medwaste”) was a part of
these proceedings until the notice of appeal. Only Devine
appeals the district court’s order to this court.
     2
        Devine appears to argue that the district court “may”
not have had subject matter jurisdiction over the controversy,
even though he is the party who removed the case to federal
court. Although this issue was merely raised and not briefed by
Devine, we are nonetheless required to address it. See Giles v.
NYLCare Health Plans, Inc., 172 F.3d 332, 336 (5th Cir. 1999)
(“[A] court sua sponte must raise the issue if it discovers it
lacks subject matter jurisdiction.”). The subject matter of the
district court is based upon diversity jurisdiction: Taylor is a
Mississippi corporation with its principal place of business in
Mississippi; Medwaste is a Texas corporation with its principal
place of business in Texas; and Devine is an adult resident
citizen of Texas. These facts establish complete diversity.
     Devine now asserts, however, that at the time of removal,
Medwaste’s principal place of business “may have been
Mississippi” because Taylor foreclosed on a controlling share of
Medwaste’s stock. If Medwaste’s principal place of business
shifted to Mississippi due to Taylor’s foreclosure on the stock,
diversity would no longer be complete. See N.Y. Life Ins. Co. v.
Deshotel, 142 F.3d 873, 883 (5th Cir. 1998). We find, however,
that there is no evidence in the record to indicate that this
occurred. Indeed, Devine defeats his own argument by
acknowledging that Medwaste “operated in Texas only and not in
Mississippi.” Although the record is incomplete, this statement
leads us to the conclusion that Texas remains Medwaste’s
principal place of business. Therefore, we find that subject
matter jurisdiction is not an issue in this case.

                                   2
October 3, 1996, the district court granted Devine’s motion to

stay the proceedings in order for the parties to submit the

dispute to arbitration.    The matter subsequently underwent

arbitration on October 22, 23, and 24, 1996.     On October 24, the

parties informed the arbitrator that they had executed a

settlement agreement.

     At the request of the parties and under the terms of the

settlement agreement, the arbitrator entered his award on the

settlement agreement.    The award by the arbitrator in favor of

Taylor was a “general award” of $1,529,834.89, which was the

amount agreed upon by the parties in the settlement agreement.

Taylor then moved to have the district court confirm the award,

and Devine objected and moved to vacate the award.    After

countless motions by the parties, on June 9, 1997, the district

court issued an order (the “June 9 Order”) denying all pending

motions and instructing the parties to “resubmit the[] issues to

the arbitrator so that he may reissue his award setting forth

precisely the terms resulting from the arbitration.”

     The arbitrator incorporated the entire settlement agreement

into the modified award.    Over Devine’s motion to vacate the

modified award, the district court confirmed.    Devine appeals the

confirmation.

                        II. STANDARD OF REVIEW




                                  3
     We review de novo a district court’s order denying a motion

to vacate an arbitration award.       See United Food & Commercial

Workers Union v. Pilgrim’s Pride Corp., 193 F.3d 328, 332 (5th

Cir. 1999); McIlroy v. Painewebber, Inc., 989 F.2d 817, 819 (5th

Cir. 1993).    This court gives great deference to the arbitrator

and will yield whenever possible to the arbitrator’s resolution

of the dispute.    See Atl. Aviation, Inc. v. EBM Group, Inc., 11

F.3d 1276, 1282 (5th Cir. 1994); McIlroy, 989 F.2d at 820.       De

novo review enables this court “to determine whether the district

court accorded sufficient deference to the arbitrator[’s]

decision.”    Atl. Aviation, Inc., 11 F.3d at 1282.

             III. THE DISTRICT COURT PROPERLY CONFIRMED

                       THE ARBITRATOR’S AWARD

     Devine raises two arguments3 regarding whether the

arbitration award should be vacated.      First, Devine contends that



     3
        Devine also asserts that the parties did not actually
reach a settlement because there was no meeting of the minds. We
do not consider this issue because Devine did not raise this
objection below, and no plain error exists. See Forbush v. J.C.
Penney Co., 98 F.3d 817, 822 (5th Cir. 1996) (“This Court will
not address an argument raised by a party for the first time on
appeal . . . unless it meets the plain error standard.”); see
also Ferguson v. Fed. Deposit Ins. Corp., 164 F.3d 894, 897 (5th
Cir.), cert. denied, 120 S. Ct. 61 (1999). We note, however,
that during the first arbitration, the arbitrator asked both
parties if they wished him to read and comment, as a neutral
party, upon the settlement agreement. Both parties declined.
The arbitrator also asked whether the document was in fact their
settlement agreement. Both parties answered affirmatively. We
take this as sufficient to establish a meeting of the minds
between the parties.

                                  4
the arbitrator failed to comply with the district court’s June 9

Order by simply incorporating the entire settlement agreement

into the modified arbitration award.   He asserts that the

district court ordered a “rehearing” of the issues, and

therefore, the district court erred in confirming the modified

award when the arbitrator did not conduct further arbitration.

     We find no merit in Devine’s argument because the district

court’s June 9 Order was a clear order to the arbitrator to

clarify his findings, not an order to rehear the dispute.    The

district court was concerned with the award because the

arbitrator appeared both to incorporate by reference the parties’

settlement agreement and, at the same time, to use “standard

language” that appeared to expressly exclude the agreement.    Not

wishing to “second-guess” the arbitrator, the district court

ordered that the issues be resubmitted so that the arbitrator

could “reissue his award setting forth precisely the terms

resulting from the arbitration.”

     The parties resubmitted the issues, and the arbitrator

reissued the award, expressly incorporating the entire agreement.

In its February 4, 2000 order, the district court found that the

arbitrator complied with its June 9 Order and had clearly

“resolved the uncertainty about the status of the settlement

agreement.”4   Under the deference we accord to the arbitration

     4
        Devine asserts that he raised the issue of breach of the
settlement agreement upon resubmission to the arbitrator and that

                                   5
process, we agree with the district court that the arbitrator

complied with its June 9 Order.

     In his second argument, Devine asserts that the arbitrator

refused to hear material evidence in violation of 9 U.S.C.

§ 10(a)(3) (1999).   Under 9 U.S.C. § 10(a)(3), an arbitration

award may be vacated if “the arbitrators were guilty of

misconduct . . . in refusing to hear evidence pertinent and

material to the controversy.”   9 U.S.C. § 10(a)(3).   Devine

presented no evidence to the district court or to this court that

demonstrates that the arbitrator refused to hear evidence.      In

fact, the case was in arbitration for approximately three days



the arbitrator did not consider evidence regarding this claim.
The district court found that after the arbitrator received the
resubmission of the issues and the accompanying arguments, he
incorporated the entire settlement agreement into the modified
award. Because of this action by the arbitrator, the court
concluded that the arbitrator “implicitly dismissed” the issue.
     Devine argues that the district court erred in finding that
the arbitrator “implicitly dismissed any argument by Devine that
the settlement agreement was not binding on the parties” when he
incorporated the entire agreement into the modified award. We
find no fault with the district court’s decision for the simple
reason that an arbitrator need not list the reasons for his or
her award. See Antwine v. Prudential Bache Sec., Inc., 899 F.2d
410, 412 (5th Cir. 1990). The policy behind this rule is that
“[i]f arbitrators were required to issue an opinion or otherwise
detail the reasons underlying an arbitration award, the very
purpose of arbitration—the provision of a relatively quick,
efficient and informal means of private dispute settlement—would
be markedly undermined.” Id. After a review of the record, we
note that this policy has already been frustrated in this action.
We agree with the district court “that both parties have
accomplished little more than an increase in their clients’ fees
since the removal of this suit on August 13, 1996.” Accordingly,
we find that the district court did not err by finding an
implicit dismissal of this issue.

                                  6
before the settlement agreement was reached.   In addition, during

resubmission of the issues, both parties submitted documents to

the arbitrator to support their positions.   Hence, the district

court did not err in finding that this argument provided “no

reason” to vacate the award.5

                         IV. CONCLUSION

     For the foregoing reasons, we AFFIRM the judgment of the

district court.




     5
        Due to inadequate briefing, we do not address Devine’s
contention that the district court erred in refusing to vacate
the award under 9 U.S.C. § 10(4). Nowhere in his initial brief
does Devine support his assertion that the arbitrator “so
imperfectly executed his powers so that a mutual, final, and
definite award upon the subject matter submitted was not made.”
Therefore, this argument is waived. See Rutherford v. Harris
County, Tex., 197 F.3d 173, 193 (5th Cir. 1999) (refusing to
consider inadequately briefed issue); Dardar v. Lafourche Realty
Co., 985 F.2d 824, 831 (5th Cir. 1993) (“Questions posed for
appellate review but inadequately briefed are considered
abandoned.”). Devine attempts to remedy this omission in his
reply brief by discussing the issue. In his reply brief,
however, Devine fails to address how the arbitrator “so
imperfectly executed” his powers. Instead, he simply argues that
the settlement agreement, to which he agreed during the first
arbitration, was “ambiguous.” Notwithstanding these
observations, however, because Devine failed to argue this issue
in his opening brief, we will not consider it. See Cinel v.
Connick, 15 F.3d 1338, 1345 (5th Cir. 1994) (“An appellant
abandons all issues not raised and argued in its initial brief on
appeal.”).

                                7
