                               UNPUBLISHED

                    UNITED STATES COURT OF APPEALS
                        FOR THE FOURTH CIRCUIT


                               No. 12-2175


KIRAN M. DEWAN, CPA, P.A., a Maryland close corporation;
KIRAN MOOLCHAND DEWAN, a citizen of Maryland,

                  Plaintiffs-Appellants,

           v.

ARUN WALIA,     a non-resident alien, citizen of Canada,

                  Defendant-Appellee.



Appeal from the United States District Court for the District of
Maryland, at Baltimore.    Richard D. Bennett, District Judge.
(1:11-cv-02195-RDB)


Argued:   September 18, 2013                 Decided:   October 28, 2013


Before DAVIS, WYNN, and DIAZ, Circuit Judges.


Vacated and remanded by unpublished per curiam opinion. Judge
Wynn wrote a dissenting opinion.


ARGUED: Paul Steven Schleifman, SCHLEIFMAN AND KOMIS PLLC,
Arlington, Virginia, for Appellants. Mark G. Chalpin, MARK G.
CHALPIN, ESQUIRE, Gaithersburg, Maryland, for Appellee. ON
BRIEF: Ramesh Khurana, THE KHURANA LAW FIRM, LLC, Rockville,
Maryland, for Appellee.


Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:

        Kiran Dewan and his close corporation, Kiran M. Dewan, CPA,

P.A. (“the Company”) (collectively, “Appellants”), appeal from

the district court’s confirmation of an arbitral award in favor

of the Company’s former employee, Appellee Arun Walia. Walia

came to the United States from Canada in 2003 on an employment

visa to work for the Company as an accountant. 1 By 2009, the

parties agreed to a parting of the ways, in connection with

which Walia executed a broadly worded Release Agreement (“the

Release”) in consideration for the Company’s payment of $7,000.

     The parting proved less than amicable. In January 2010,

Appellants       filed       a   demand   for   arbitration       against    Walia,

alleging that Walia breached the noncompetition/nonsolicitation

provisions       in    his   employment   agreement.       Despite   the    Release,

Walia       asserted    numerous    counterclaims     in    the   arbitral    forum,

primarily alleging that the Company had underpaid him during his

employment       and     that    Appellants     had   run    afoul    of     federal

immigration law attendant to the visa program. The Arbitrator

found in favor of Walia on Appellants’ original claims. She also

        1
       Appellant Kiran M. Dewan is an attorney as well as a CPA,
and he represented Walia in connection with the application and
processing of the latter’s non-immigrant work visa. In Spring
2013 Dewan was named with others in an indictment filed in the
District of Maryland charging conspiracy to bribe an immigration
official in order to obtain lawful permanent residence,
employment authorization documents, and green cards.



                                          2
concluded, however, that the Release was valid and enforceable,

but nevertheless made a substantial monetary award in Walia’s

favor, holding Appellants jointly and severally liable.

       In    due    course,   the    parties     filed     opposing        petitions         to

vacate      and    to   confirm/enforce       the     award    in    federal         district

court.      The    district    court       confirmed     the     award         and   granted

Walia’s motion for attorney’s fees and costs.

       For the reasons that follow, we hold that the award in

favor of Walia is the product of a manifest disregard of the law

by   the    Arbitrator.       Accordingly,       we     vacate      the    judgment         and

remand to the district court with instructions to vacate the

award.

                                            I.

                                            A.

       Walia, a Canadian national, came to the United States in

2003   on    an    employment       visa    to   work    for     the      Company      as    an

accountant. He entered into a three-year employment agreement.

In 2006, Walia and the Company entered into a second three-year

employment agreement (“the 2006 Employment Agreement”) extending

through March 23, 2009. The 2006 Employment Agreement included

nonsolicitation         and   noncompetition          provisions,         as    well    as    a

broad arbitration provision. Dewan signed it in his capacity as

president of the Company.



                                             3
      In February and March 2009, Walia underwent treatment for

thyroid     cancer.       On     approximately             March     14,       2009        (as     the

termination date for the 2006 Employment Agreement approached),

the   Company’s         office    manager,          Veena    Sindwani          (who       was    also

Dewan’s wife), went to the intensive care unit to see Walia. The

parties     dispute      the     events    occurring          in    the    hospital.             Walia

contended        (and     the    Arbitrator          later       found)        that        Sindwani

presented him with a new employment agreement, which he signed.

Appellants contended that no such agreement existed.

      In    any    event,       Walia    continued          to   work      for       the    Company

through at least August 21, 2009. The parties vigorously dispute

the   circumstances             surrounding          the     termination             of     Walia’s

employment.       This     much     is    undisputed:            Though        no    termination

letter     was    ever    sent     to    Walia,       on    November       3,       2009,        Walia

executed     the        Release,     which          “release[d]          and     discharge[d]”

Appellants from claims related to Walia’s employment in exchange

for   $7,000.      J.A.    250-52. 2      The       Release      provided           for    “binding

arbitration” should a dispute arise concerning the Release or

its   performance.          J.A.     251.       As     with        the     2006       Employment

Agreement, Dewan signed it in his capacity as president of the

Company.

                                             B.

      2
          The text of the Release is set forth infra pages 15-16.



                                                4
        Less than three months after Walia executed the Release, on

January           29,     2010,     Dewan     initiated      arbitration         proceedings

against Walia with the American Arbitration Association. Dewan

asserted           that     Walia     “breached       an    employment       agreement     by

competing with and soliciting the clients of the employer,” and

“breached a settlement and release agreement by making various

claims against the Employer (Claimant).” J.A. 21. 3

        Walia       asserted        several    counterclaims.        He     alleged,   among

other        things,       that     (1)     based   on     his     years    of    accounting

experience          he     was    underpaid     (in      apparent        violation   of    the

relevant immigrant work visa regulations) during his time at the

Company; (2) the Company breached the profit-sharing terms of

the         2006        Employment     Agreement;          and     (3)     Dewan,    Walia’s

immigration attorney of record, fraudulently sought to withdraw

Walia’s employment authorization.

      The Arbitrator conducted four days of hearings in 2011 and

issued        a    so-called        interim    award       (“the    Interim      Award”)    in

Walia’s favor. The Arbitrator found, among other things, that

        (1) no cognizable claims survived the employment
        agreements from 2003 and 2006 based on the applicable
        statute of limitations;

        3
       Walia had filed an administrative complaint with the
United States Department of Labor asserting that he was not paid
the appropriate “required wage” as mandated by the non-immigrant
employment visa program. See 8 U.S.C. §§ 1182(a)(5)(A), 1182(n);
20 C.F.R. §§ 655.731, 655.731(a)(1) and (a)(2).



                                                5
     (2) “there [was] a viable Employment Agreement drafted
     by [Dewan] and signed by [Walia] on March 14, 2009
     [during the hospital visit],” which Dewan had simply
     refused to produce;

     (3) “NO termination letter was ever sent” by Dewan,
     and therefore the employment relationship continued
     through the date of the arbitration proceedings;

     (4) Dewan’s claims that Walia solicited the Company’s
     clients and used the Company’s confidential materials
     in an unauthorized manner were “baseless”;

     (5)   Walia  “voluntarily”   signed  the  Release and
     thereafter negotiated checks totaling the $7,000 paid
     by Dewan for the Release, and Walia was therefore
     “legally bound” by the Release to the extent that it
     barred “all tort and contractual claims in federal or
     state courts as well as attorney’s fees”;

     (6) the continuing “employment relationship” allowed
     for an award of compensatory damages stretching back
     to 2003 despite the bar of the statute of limitations;

     (7) punitive damages were justified because Dewan
     “purposefully harmed” Walia’s immigration interest by
     failing to tell Walia prior to withdrawing the
     Company’s sponsorship of him as required by federal
     law, and because Walia “had to defend himself” against
     Appellants’ “baseless claims”;

     (8) tax returns that Dewan provided in discovery were
     significantly different than those Dewan submitted to
     the U.S. Department of Labor (“the DOL”);

     (9) the statutory remedies for failure to pay
     prevailing wages under the Immigration and Nationality
     Act (“INA”) were not exclusive, and the Arbitrator
     could order damages based on a violation of the INA;
     and

     (10) the Arbitrator had given the award “interim”
     status to “await . . . guidance in this case from
     DOL’s investigation” of Appellants.

J.A. 60-69.


                               6
       On November 18, 2011, the Arbitrator issued a final award

(“the Final Award”). The Arbitrator first recounted a series of

developments since the Interim Award. These included a finding

that       Dewan   “was   a    party   to   fraud”    based   on    the    differences

between documents obtained by Walia through FOIA requests and

documents provided in discovery.                   J.A. 189. The Arbitrator then

awarded Walia $387,108.20 in compensatory damages and $70,000 in

punitive      damages,        and   found   that    Dewan   and    the    Company   were

jointly and severally liable for the combined $457,108.20.

       On December 16, 2012, Appellants filed an amended complaint

in their previously filed federal court action challenging the

Final Award. 4 Eventually thereafter, Walia filed a petition to

confirm and enforce the Final Award.


       4
       Curiously, Appellants did not simply file a petition to
vacate the award, but instead filed a civil complaint asserting
ten “claims” in separately numbered “counts” pursuant to the
Maryland Uniform Arbitration Act (“the MUAA”), Md. Code Ann.,
Cts. & Jud. Proc. § 3-201 et seq.: (1) the Arbitrator lacked
authority   to  order   Dewan  personally   liable  because   no
arbitration agreement existed between Dewan and Walia; (2) the
Arbitrator exceeded her powers and reached an irrational result
by ordering damages despite finding the Release enforceable; (3)
the Arbitrator’s award was the product of “undue means” because
of its alleged irrationality; (4) the Arbitrator showed
partiality to Walia and demonstrated misconduct prejudicing
Appellants’ rights; (5) the Arbitrator refused to hear evidence
material to the controversy; (6) the Arbitrator was not
permitted to award attorney’s fees in the form of punitive
damages; (7) the Arbitrator unlawfully asserted “continuing
jurisdiction” over the controversy; (8) there was no 2009
employment agreement, and therefore no agreement to arbitrate
claims arising from Walia’s employment after the three-year
(Continued)
                                             7
     The   district   court   first   denied   Appellants’     petition   to

vacate the Final Award. Kiran M. Dewan, CPA, P.A. v. Walia, 2012

WL 3156839 (D. Md. Aug. 3, 2012). The court noted its severely

circumscribed role in reviewing an arbitration award, and the

limited grounds for vacating such an award. The court stated

that Appellants’ federal-court claims “are almost identical to

the ones presented before the arbitration tribunal,” and that in

bringing the claims Appellants “[e]ssentially . . . have asked

[the court] to second-guess the well-reasoned award . . . .” Id.

at *9. The court concluded that there was “substantial support

for the decisions made by the arbitrator, that the arbitrator

did not go beyond the scope of the submissions, and that the

arbitrator’s determinations were not arbitrary.” Id. at *10. The

court   further   concluded   that    Appellants   did   not   “meet   their

heavy burden of proof with respect to any of the applicable

grounds to vacate an arbitration award under the MUAA.” Id.

     Appellants filed a motion for reconsideration. The district

court issued a memorandum order denying that motion and granting




period of the 2006 Employment Agreement; (9) the Arbitrator was
prohibited from awarding punitive damages because the 2006
Employment Agreement’s arbitration provision did not expressly
provide for arbitration of punitive damages; and (10) by filing
a DOL action against the Company for unpaid wages, wage
shortfalls, and other allegedly unlawful employment conditions,
Walia waived any right to arbitrate those claims. J.A. 126-54.



                                      8
Walia’s petition      to    confirm      and   enforce   the   award.   Kiran   M.

Dewan, CPA, P.A. v. Walia, 2012 WL 4356783 (D. Md. Sept. 21,

2012). On October 16, 2012, the court granted Walia’s motion for

attorney’s fees and costs. Kiran M. Dewan, CPA, P.A. v. Walia,

2012 WL 4963827 (D. Md. Oct. 16, 2012).

     Appellants timely noticed this appeal.

                                         II.

                                         A.

     On    appeal    from    the    district     court’s    evaluation     of   an

arbitral award, “[w]e review the district court’s findings of

fact for clear error and its conclusions of law, including its

decision to vacate [or confirm] an arbitration award, de novo.”

Raymond James Fin. Servs., Inc. v. Bishop, 596 F.3d 183, 190

(4th Cir. 2010).

                                         B.

     As an initial matter, we must determine what body of law

controls the resolution of this appeal. The parties’ arguments

are all based on the MUAA, Maryland’s analogue to the Federal

Arbitration Act (“the FAA”), 9 U.S.C. § 1 et seq. The district

court acquiesced in the parties’ invocation of the MUAA. At oral

argument before us, however, the parties were unable to explain

why the FAA should not control.

     The    FAA     “supplies      not    simply    a    procedural     framework

applicable in federal courts; it also calls for the application,

                                          9
in state as well as federal courts, of federal substantive law

regarding arbitration.” Preston v. Ferrer, 552 U.S. 346, 349

(2008). Under § 2 of the FAA, “[a] written provision in . . . a

contract evidencing a transaction involving commerce to settle

by   arbitration   a    controversy    thereafter     arising   out    of    such

contract or transaction . . . shall be valid, irrevocable, and

enforceable, save upon such grounds as exist at law or in equity

for the revocation of any contract.” 9 U.S.C. § 2.

      The Supreme Court has

      interpreted the term “involving commerce” in the FAA
      as the functional equivalent of the more familiar term
      “affecting commerce”--words of art that ordinarily
      signal the broadest permissible exercise of Congress’
      Commerce Clause power. Because the statute provides
      for “the enforcement of arbitration agreements within
      the full reach of the Commerce Clause,”. . . it is
      perfectly clear that the FAA encompasses a wider range
      of transactions than those actually “in commerce”--
      that is, “within the flow of interstate commerce.”

      Citizens Bank v. Alafabco, Inc., 539 U.S. 52, 56 (2003)

(internal    citations        omitted).     Commerce     includes       foreign

commerce. See Adkins v. Labor Ready, Inc., 303 F.3d 496, 500-01

(4th Cir. 2002) (noting that a litigant can compel arbitration

under the FAA if able to demonstrate, among other things, “the

relationship of the transaction . . . to interstate or foreign

commerce . . . .”). The relevant transactions here are the non-

immigrant   employment     application      process   leading   to,    and    the

ultimate    execution    by    the    parties   of,    the   2003     and    2006


                                       10
employment contracts, and, as well, the execution in 2009 of the

Release     by     Walia,     a     Canadian     national.          Subject          matter

jurisdiction       plainly     exists      because         Walia    is        a    Canadian

national, but “diversity of citizenship--or lack thereof--is not

by itself enough to determine the nature of a transaction . . .

.” Rota-McLarty v. Santander Consumer USA, Inc., 700 F.3d 690,

697 (4th Cir. 2012). Here, though, the transactions involving

the employment of a Canadian national by an American company

pursuant    to   federal     immigration       law    clearly      involved         foreign

commerce.

      The Release states that it “shall be construed and enforced

in accordance with the laws of the State of Maryland,” J.A. 251,

and   the   2006     Employment     Agreement        states      that    it       “shall    be

governed by and construed according to the laws of the State of

Maryland    applicable        to    agreements        to    be     wholly         performed

therein,”    J.A.     248.    But    “a   contract’s        general      choice-of-law

provision    does     not    displace     federal      arbitration        law       if     the

contract    involves        interstate     [or   foreign]          commerce.”         Rota-

McLarty, 700 F.3d at 698 n.7; see also Porter Hayden Co. v.

Century Indem. Co., 136 F.3d 380, 383 (4th Cir. 1998) (finding

that a similar choice-of-law provision could “reasonably be read

merely as specifying that Maryland substantive law be applied to

resolve disputes arising out of the contractual relationship,”

and   “absent    a   clearer       expression    of    the       parties’         intent    to

                                          11
invoke state arbitration law, we will presume that the parties

intended federal arbitration law to govern the construction of

the Agreement’s arbitration clause”).                          The term “evidencing a

transaction”       in    §     2    of     the        FAA   “requires        only     that   the

transaction in fact involved interstate commerce, not that the

parties contemplated it as such at the time of the agreement.”

Rota-McLarty, 700 F.3d at 697.

     In short, because the employment contracts and the Release

evidence     and       arise       out    of     transactions          involving        foreign

commerce, we hold that the FAA controls.

                                               III.

     Appellants argue, among other things, that the arbitration

award     must    be    vacated          because       it   is    the       product     of   the

Arbitrator’s manifest disregard of the law. Specifically, they

contend that the Arbitrator could not find the Release valid and

enforceable but nevertheless make an award to Walia on claims

arising     out    of     his       employment          with     the       Company.    We    are

constrained to agree.

     “Judicial review of an arbitration award in federal court

is   ‘substantially          circumscribed.’”               Three      S    Del.,     Inc.   v.

DataQuick Info. Sys., Inc., 492 F.3d 520, 527 (4th Cir. 2007)

(citation omitted). In fact, “‘the scope of judicial review for

an arbitrator’s decision is among the narrowest known at law

because to allow full scrutiny of such awards would frustrate

                                                 12
the purpose of having arbitration at all--the quick resolution

of   disputes    and   the   avoidance     of   the   expense   and    delay

associated with litigation.’” MCI Constructors, LLC v. City Of

Greensboro, 610 F.3d 849, 857 (4th Cir. 2010) (quoting Three S

Del., 492 F.3d at 527). “In order for a reviewing court to

vacate an arbitration award, the moving party must sustain the

heavy burden of showing one of the grounds specified in the

[FAA] or one of certain limited common law grounds.” Id.

     The grounds specified in the FAA are: “(1) where the award

was procured by corruption, fraud, or undue means; (2) where

there was evident partiality or corruption in the arbitrators,

or either of them; (3) where the arbitrators were guilty of

misconduct . . . ; or (4) where the arbitrators exceeded their

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).

     “The permissible common law grounds for vacating such an

award ‘include those circumstances where an award fails to draw

its essence from the contract, or the award evidences a manifest

disregard   of   the   law.’”   MCI   Constructors,    610   F.3d     at   857

(citation omitted). 5 “Under our precedent, a manifest disregard


     5
       In the wake of the Supreme Court’s decision in Hall Street
Assocs., LLC v. Mattel, Inc., 552 U.S. 576 (2008), this court
has recognized that considerable uncertainty exists “as to the
(Continued)
                                      13
of     the    law     is    established        only    where     the      ‘arbitrator[     ]

understand[s] and correctly state[s] the law, but proceed[s] to

disregard the same.’” Patten v. Signator Ins. Agency, Inc., 441

F.3d      230,     235     (4th    Cir.       2006)   (citation        omitted).     Merely

misinterpreting contract language does not constitute a manifest

disregard        of   the    law.       Id.   An    arbitrator      may     not,    however,

disregard        or      modify     unambiguous         contract       provisions.        Id.

“Moreover, an award fails to draw its essence from the agreement

if   an      arbitrator      has    ‘based      his   award    on    his     own    personal

notions of right and wrong.’ . . . In such circumstances, a

federal court has ‘no choice but to refuse enforcement of the

award.’” Id. (citations omitted).

       Here, Walia agreed to “release and discharge” Appellants

from      claims      related      to    Walia’s      employment       in   exchange      for

$7,000.       J.A.    250-52.      The    expansive     breadth     and     scope    of   the

Release are plainly reflected in its plain language, which we

set forth in full:




continuing viability of extra-statutory grounds for vacating
arbitration awards.” Raymond James, 596 F.3d at 193 n.13.
Nevertheless, we have recognized that “manifest disregard
continues to exist” as a basis for vacating an arbitration
award, either as “an independent ground for review or as a
judicial gloss” on the enumerated grounds for vacatur set forth
in the FAA. Wachovia Secs., LLC v. Brand, 671 F.3d 472, 483 (4th
Cir. 2012).



                                               14
3. Release. EMPLOYEE, on behalf of himself and his
representatives, spouse, agents, heirs and assigns
releases and discharges COMPANY and COMPANY’S former,
current      or      future      officers,       employees,
representatives,     agents,    fiduciaries,     attorneys,
directors,     shareholders,    insurers,    predecessors,
parents, affiliates, benefit plans, successors, heirs,
and assigns from any and all claims, liabilities,
causes   of    action,   damages,   losses,    demands   or
obligations of every kind and nature, whether now
known or unknown, suspected or unsuspected, which
EMPLOYEE ever had, now has, or hereafter can, shall or
may have for, upon or by reason of any act,
transaction, practice, conduct, matter, cause or thing
or any kind whatsoever, relating to or based upon, in
whole or in part, any act, transaction, practice or
conduct prior to the date hereof, including but not
limited to matters dealing with EMPLOYEE’S employment
or termination of employment with the COMPANY, or
which relate in any way to injuries or damages
suffered by EMPLOYEE (knowingly or unknowingly). This
release and discharge includes, but is not limited to,
claims   arising    under   federal,   state    and   local
statutory or common law, including, but not limited
to, the Age Discrimination in Employment Act (“ADEA”),
Title VII of the Civil Rights Act of 1964, claims for
wrongful discharge under any public policy or any
policy of the COMPANY, claims for breach of fiduciary
duty, and the laws of contract and tort; and any claim
for attorney’s fees. EMPLOYEE promises never to file a
lawsuit or assist in or commence any action asserting
any    claims,    losses,    liabilities,    demands,    or
obligations released hereunder.

4. Known or Unknown Claims. The parties      understand
and expressly agree that this AGREEMENT extends to
all claims of every nature and kind, known            or
unknown, suspected    or unsuspected, past, present,
or future, arising from or attributable to any
conduct      of the COMPANY and        its successors,
subsidiaries,     and   affiliates,    and   all   their
employees, owners, shareholders, agents, officers,
directors,      predecessors,       assigns,     agents,
representatives, and attorneys, whether known by
EMPLOYEE or whether or not EMPLOYEE believes he
may     have    any    claims   and    that any and all
rights granted to EMPLOYEE under the Annotated Code

                            15
      of Maryland or any analogous state law or federal
      law or regulations, are hereby expressly WAIVED.

J.A. 250-51. As noted above, the Release provided for “binding

arbitration” should a dispute arise concerning the Release or

its performance. J.A. 251.

      In    the     Interim   Award,   the      Arbitrator   rejected   Walia’s

argument that the Release was unconscionable. She then found

that Walia

      knew he was signing a release and chose to sign it.
      However, he did not know the legal consequences nor
      the significance   of   his  signature.  However,  he
      voluntarily signed it but without consulting an
      attorney and is now legally bound. Accordingly, all
      [Walia’s] rights for all tort and contractual claims
      in federal or state courts as well as attorney’s fees
      are now waived.

J.A. 66. The Arbitrator also found that Walia had negotiated the

checks “for the composite amount of the Release . . . .” J.A.

66;   see    also     J.A.    69   (“All    claims   involving   Solicitation,

Covenant not to Compete and unauthorized release of Confidential

Data from the Claimant’s CPA firm are dismissed except for the

valid execution of the Release (2009) based on Maryland law.

Accordingly, [Walia] is precluded from bringing all tort and

contractual claims in state and federal courts as well as being

precluded from receiving attorney’s fees.”); J.A. 190 (same, in

Final Award).

      In sum, the Arbitrator appears to have concluded that the

Release sufficed to extinguish Walia’s common law and state and

                                           16
federal       statutory      claims   if    they    were    brought      in   state   or

federal court, but did not extinguish some or all of such claims

if they were brought in an arbitral forum. We find untenable the

Arbitrator’s attempt to parse the language of the Release so

finely.

       We agree with Appellants that in purporting to construe

“the release and waiver provision to apply only to tort and

contractual claims Walia might file in federal or state court,”

the        Arbitrator       “rewr[ote]      the     release,       which      expressly

‘includes, but is not limited to, claims arising under federal,

state       and    local    statutory      or    common    law,’   and     imposes    no

qualifications whatsoever concerning the forum in which those

released claims could have been brought.” Appellants’ Br. at 37.

We    have    no    doubt    that   Maryland      law   accords    with    Appellants’

contentions. See Herget v. Herget, 573 A.2d 798, 801 (Md. 1990)

(stating that a broad settlement agreement purporting to release

all claims, whether known or unknown, is enforceable); Bernstein

v. Kapneck, 430 A.2d 602, 606 (Md. 1981). 6


       6
       Marcus v. Rapid Advance, LLC, 2013 WL 2458347, at *6 (E.D.
Pa. June 7, 2013), succinctly summarized Maryland courts’
approach to the interpretation of broad releases:

          Under Maryland law, releases are contracts that
     are read and interpreted under ordinary contract
     principles--including, inter alia, the parol evidence
     rule. Bernstein v. Kapneck, 290 Md. 452, 458–59, 430
     A.2d 602 (1981). In Bernstein, the Maryland Court of
(Continued)
                                            17
      The Arbitrator’s finding that the Release was valid and

enforceable forecloses all of Walia’s arguments on appeal that

the   Release   was   unconscionable. 7   We   do   not   know   how   the

Arbitrator reached her interpretation of the Release. However,

it is clear to us that neither linguistic gymnastics, nor a

selective reading of Maryland contract law, could support her

conclusion that the Release was enforceable but that Walia’s

claims were arbitrable anyway.




      Appeals set out three principles that underlie this
      conclusion: (1) in the absence of legal barriers,
      “parties are privileged to make their own agreement
      and thus designate the extent of the peace being
      purchased;” (2) in a time of “burgeoning litigation,”
      private settlement of disputes is to be encouraged,
      and “a release evidencing accord and satisfaction is a
      jural act of exhalted significance which without
      binding durability would render the compromise of
      disputes superfluous, and accordingly unlikely,” and
      (3) according to conventional rules of construction,
      when a release is stated in clear and unambiguous
      language, the words should be given their ordinary
      meaning. Id. at 459–60, 430 A.2d 602. Accordingly, the
      Court of Appeals instructs that courts interpret
      releases based on their clear, objective language.
      7
       These arguments include that (1) the payment of $7,000
violated Maryland law “by paying Walia much less than he was
owed at the alleged termination of his employment in August
2009”; (2) “Dewan failed to advise Walia to seek independent
counsel before signing” the Release; and (3) Dewan engaged in
“fraudulent and malicious actions both in coercing Walia to sign
the Release Agreement and then in presenting evidence in
arbitration in seeking to enforce the Release Agreement without
paying Walia wages owed him.” Appellee’s Br. at 34-35.



                                   18
      Objectively viewed, the language of the Release could not

be more expansive,         clear, or unambiguous. The plain language of

the   Release     fatally     undermines          the       suggestion    that    Walia

retained    the    right    to     bring        any    of     his    counterclaims     in

arbitration. The Release waived all claims stemming from his

employment relationship with the Company, regardless of forum.

Accordingly, we hold that the Arbitrator manifestly disregarded

the   law   by    holding    the    Release           valid    and    enforceable      but

nevertheless      arbitrating      Walia’s       counterclaims        arising    out   of

his employment with the Company. 8



      8
       Our disposition of this appeal renders it unnecessary for
us to determine whether our holding in Venkatraman v. REI
Systems, Inc., 417 F.3d 418, 422-24 (4th Cir. 2005), that a U.S.
citizen has no private cause of action against his former
employer under the INA, applies to a foreign national who is the
beneficiary of the visa program. Relatedly, we need not consider
whether, even if no such claim lies in a judicial forum, such a
claim might lie in an arbitral forum. We simply hold that under
the Arbitrator’s finding that the Release is valid and
enforceable, she acted in manifest disregard of controlling
Maryland law in carving out an exception for some claims that,
as she viewed the matter, were retained by Walia.

     In any event, Walia concedes that he in fact fully pursued
his “required wage” claim before the DOL and that the agency
found “no violation” by the Company. See Appellee’s Br. at 27.
Accordingly, as Walia further concedes, “The compensatory
damages awarded by the Arbitrator are based on the agreements
between the parties . . . .” Id. at 33. In light of this
concession, the conclusion is inescapable that even though the
Arbitrator purported to adjudicate and award damages pursuant to
an ostensible statutory claim under the INA, it is clear that
she in fact awarded damages “based on the agreements between the
parties.” But as the Arbitrator earlier found, the contractual
(Continued)
                                           19
                                     IV.

     For   the    reasons   set   forth,       we     vacate   the   judgment   and

remand   with    instructions     that    the    district      court   vacate   the

award.



                                                           VACATED AND REMANDED




claims had been extinguished              by    the    Release   and   could    not
support an award of damages.



                                         20
WYNN, Circuit Judge, dissenting:

       Our     review     of   an    arbitrator’s     award       is     so       “severely

circumscribed” that it is “among the narrowest known at law.”

Apex Plumbing Supply, Inc. v. U.S. Supply Co., Inc., 142 F.3d

188, 193 (4th Cir. 1998) (footnote omitted).                      Not surprisingly,

then,    even     an    “erroneous     interpretation    of       the    agreement         in

question” cannot serve as a basis for vacating an arbitration

award.       Id. at 194.       Instead, “[a]s long as the arbitrator is

even arguably construing or applying the contract[,] a court may

not vacate the arbitrator’s judgment.”                  Upshur Coals Corp. v.

United Mine Workers of Am., Dist. 31, 933 F.2d 225, 229 (4th

Cir. 1991) (quotation marks omitted).

       In      this    case,   the     arbitrator      interpreted            a     release

agreement       stating    that     Arun   Walia   promised   “never          to    file   a

lawsuit or assist in or commence any action” related to his

employment as applying to claims in courts but not to disputes

in arbitrations.           J.A. 250-51, 66.           Because the arbitrator’s

interpretation, which more than arguably applies the contract,

does     not     manifestly       disregard     the   law,    I        cannot      support

overthrowing the arbitrator’s award on that basis.                        Accordingly,

I must respectfully dissent.

                                           I.

       As the majority notes, Kiran Dewan employed Walia in 2003,

but they parted ways in 2009.                At the time they parted, Dewan,

                                           21
an attorney, drafted a release agreement that Walia ultimately

signed.         Under         the    agreement,          Walia      “release[d]”           and

“discharge[d]” claims against Dewan, promising “never to file a

lawsuit or assist in or commence any action” relating to his

employment.         J.A. 250-51.      In exchange, Dewan paid Walia $7,000.

       The   arbitrator       concluded       that    the    release          agreement    was

“valid and enforceable” and “[a]ccordingly, all [Walia’s] rights

for all . . . claims in federal or state courts as well as

attorney’s fees are now waived.”                   J.A. 66.      In other words, the

arbitrator concluded that the agreement released Dewan only as

to claims asserted in court, not disputes brought to an arbitral

forum.

                                             II.

       “As we have made clear repeatedly:                    Judicial review of an

arbitration          award      in     federal        court         is        substantially

circumscribed.”            Raymond James Fin. Servs., Inc. v. Bishop, 596

F.3d 183, 190 (4th Cir. 2010) (quotation marks and omitted).

Indeed,      “the     scope    of    judicial      review     for        an    arbitrator’s

decision is among the narrowest known at law because to allow

full   scrutiny       of    such    awards    would      frustrate       the     purpose    of

having arbitration at all-the quick resolution of disputes and

the    avoidance       of     the    expense       and      delay    associated           with

litigation.”        Id. (quotation marks omitted).



                                             22
       We    have     consistently       emphasized          that,     in    reviewing        an

arbitration award, “a district or appellate court is limited to

determine whether the arbitrators did the job they were told to

do-not whether they did it well, or correctly, or reasonably,

but simply whether they did it.”                     Id. (quotation marks omitted).

Thus, in reviewing an arbitrator’s contract interpretation, a

court “must uphold it so long as it draws its essence from the

agreement.”          Upshur     Coals    Corp.,       933    F.2d     at    229    (quotation

marks       omitted).          Stated        differently,         “[a]s      long       as   the

arbitrator       is     even      arguably          construing        or     applying        the

contract[,]”          the      reviewing        court’s         conviction         that      the

arbitrator committed “serious error does not suffice to overturn

his decision.”           Long John Silver’s Rests., Inc. v. Cole, 514

F.3d 345, 349 (4th Cir. 2008) (quotation marks omitted).

                                              III.

       In    this    case,     the    arbitrator       reasonably          interpreted       the

agreement      to     release        suits    in     court      but    not    disputes        in

arbitration.            The      release        agreement         specifically           barred

“lawsuits” and “actions.”               J.A. 250-51.            Neither term is defined

in the release agreement.                    However, both terms are generally

understood      to      mean     proceedings          in    a    judicial         forum,     not

arbitration.         See UBS Fin. Servs., Inc. v. Carilion Clinic, 706

F.3d    319,    329-30       (4th     Cir.     2013)       (noting     that       the    phrase

“actions and proceedings” is generally construed as a judicial

                                               23
proceeding and does not encompass arbitration); see also Black’s

Law Dictionary 32, 1572 (9th ed. 2009) (defining “action” as

“[a] civil or criminal judicial proceeding” and “lawsuit” as

“[a]ny proceeding by a party or parties against another in a

court of law”).        Nowhere did the release agreement state that it

barred    arbitration.        I     cannot      agree   with     the   majority     that

interpreting the agreement as releasing suits in court but not

arbitration requires “linguistic gymnastics,” ante at 19, or an

“untenable” attempt to “finely” “parse” the release.                           Ante at

17.

       In contrast to the arbitrator, the majority interprets the

agreement as releasing all claims regardless of forum.                              This

interpretation, too, is reasonable and arguably “may be the more

logical one.”        Atalla v. Abdul-Baki, 976 F.2d 189, 194 (4th Cir.

1992) (concluding that a settlement agreement read as a whole

did not unambiguously release the plaintiff’s claims, despite

inclusion of “an all-encompassing release clause,” id. at 193).

But it is not the only one.             Cf. id. at 193-94.             The arbitrator

thus     did   not     “disregard       or      modify        unambiguous      contract

provisions,”    ante     at   14,    and     vacatur     on    that    basis   is   thus

unjustified.

       Further, I cannot agree with the majority’s statement that

the release agreement “could not be more expansive, clear, or

unambiguous.”        Ante at 19.       Indeed, the release agreement could

                                           24
have “release[d]” and “discharge[d]” all claims and disputes not

just in the form of “lawsuit[s]” or “actions” but “in any and

all forms and in any and all fora.”            J.A. 250-51.       Or it could

have made clear that Walia “promised never to file a lawsuit, or

assist in or commence any action or arbitration or any other

form of dispute for adjudication in any forum whatsoever.”                     But

it did not.

     Because the arbitrator unquestionably construed the release

agreement at issue, we are not at liberty to substitute our

preferred    interpretation    for    the   arbitrator’s.        Upshur       Coals

Corp., 933 F.2d at 229 (“As long as the arbitrator is even

arguably construing or applying the contract[,] a court may not

vacate the arbitrator’s judgment.” (quotation marks omitted)).

“[V]acatur    of   an   arbitration   award   is,   and   must    be,     a   rare

occurrence . . . .”        Raymond James Fin. Servs., Inc., 596 F.3d

at 184.      The contract interpretation dispute here simply does

not present that rare circumstance justifying our overthrowing

an arbitration award.      Consequently, I respectfully dissent.




                                      25
