          United States Court of Appeals
                      For the First Circuit


No. 17-2014

   DIALYSIS ACCESS CENTER, LLC; JUSTO GONZÁLEZ-TRÁPAGA, M.D.;
                       NANCY ROIG-FLORES,

                      Plaintiffs, Appellants,

                                v.

                        RMS LIFELINE, INC.,

                       Defendant, Appellee.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                 FOR THE DISTRICT OF PUERTO RICO

     [Hon. Pedro A. Delgado-Hernández, U.S. District Judge]


                              Before

                        Howard, Chief Judge,
              Torruella and Thompson, Circuit Judges.


     Bámily López-Ortiz, with whom López Toro and Lizabel M.
Negrón-Vargas were on brief, for appellants.
     José Luis González-Castañer, with whom Roberto Ariel
Fernández-Quiles and González Castañer, PSC were on brief, for
appellee.


                          August 1, 2019
            THOMPSON, Circuit Judge.               Before us once again are

Dialysis Access Center (a Puerto Rico LLC) ("DAC"),1 and RMS

Lifeline,   Inc.       (a   Delaware    corporation) ("RMS"),         the    central

players    in    a    years-long      and   much-papered   dispute.2          Having

previously been sent by this court to arbitrate their disputes,

Dialysis Access Ctr., LLC v. RMS Lifeline, Inc., 638 F.3d 367, 371

(1st Cir. 2011) (Dialysis I), DAC and RMS are back -- this time

with DAC contesting soup-to-nuts the arbitrator's decision in

RMS's favor and the district court's refusal to vacate it. Finding

no error, we conclude that the district court was correct in

rebuffing DAC's challenge, so we affirm.

                                      BACKGROUND

            We lay out the basics pertinent to the latest installment

of this arbitration-fueled litigation.             DAC is a Puerto Rico-based

company that focuses on providing vascular intervention and access

services    to       dialysis   and    kidney   failure    patients,        and   RMS

specializes in managing and operating centers like DAC.                     In 2007,

DAC and RMS entered into a management services agreement (the




     1  DAC's members are: Dr. Justo González-Trápaga; his wife,
Nancy Roig-Flores; and two other doctors/minority shareholders who
need not be listed because they settled during arbitration. For
the sake of clarity and simplicity, and because the parties advance
the same appellate contentions, we refer to them collectively as
DAC.

     2  By way of           background,      diversity     is   the    basis      for
jurisdiction here.


                                        - 2 -
"MSA") for the development, building, management, and operation of

a vascular access center in Mayagüez, Puerto Rico.

           The MSA's provisions most relevant to this appeal are

these:    section 12.1, "Termination by Either Party for Cause"

(laying out the procedure for terminating the MSA, specifically,

notice of a breach, an opportunity to cure the breach, and,

ultimately, termination of the MSA by the non-breaching party if

cure could not be effected within sixty days of notice given);

section   13.3,   "Governing      Law"    (the   choice-of-law     provision

instructing that the Commonwealth of Puerto Rico's substantive

laws   would   apply   to   the   MSA);    and   section   13.9,    "Dispute

Resolution/Arbitration" (requiring the parties' exhibition of good

faith in the resolution of any dispute arising under the agreement,

and, if no agreed upon resolution could be reached, submission to

binding arbitration under the rules of the American Health Lawyers

Association (the "AHLA")).

           During the term of the MSA, the relationship between the

parties apparently soured, and numerous imbroglios arose between

DAC and RMS about their respective obligations under the agreement.

Those disputes set into motion this multi-year litigation about,

among other things, the parameters of the arbitration requirement.

           Indeed, that question brought these parties before this

court nearly a decade ago (in 2010).        Dialysis I, 638 F.3d at 373-

74.    In that first go-round, we, like the district court, found


                                   - 3 -
the disputes arbitrable and directed the parties to arbitrate their

beef before the AHLA.        Id. at 383-84.

            Once    there,    claims,    counterclaims,    and   crossclaims

abounded.   Everything from fraud in the inducement to fraud in the

performance to the ultimate breach of the MSA was put before the

arbitrator.3       After months of intermittent arbitration sessions,

in July of 2013, the arbitrator issued a final decision in favor

of RMS awarding it a grand total of $1,969,068.68, which covered

damages, extra liability for dolo exhibited by DAC,4 prejudgment

interest, costs, attorneys' fees (from the arbitration and the

pre-arbitration       litigation),      as   well    as   credits   for   the

settlements by the other two doctors.               We'll discuss the award

more in due course as its many contested aspects come up in the

course of the parties' appellate contentions.

            DAC next turned to the federal district court in Puerto

Rico, where it filed a complaint (treated by the lower court as a


     3  Since the particulars of those arguments aren't central to
our analysis of the issues on appeal, we need not dive into them
here. Instead, we direct the interested reader to the magistrate
judge's report and recommendation, which provides more information
regarding the parties' arbitral contentions. See Dialysis Access
Ctr., PLLC v. RMS Lifeline, Inc., No. CV 13-1796 (PAD), 2017 WL
3579706, at *1 (D.P.R. May 31, 2017), report and recommendation
adopted sub nom. Dialysis Access Ctr., LLC v. RMS Lifeline, Inc.,
No. CV 13-1796 (PAD), 2017 WL 3602012 (D.P.R. Aug. 22, 2017).

     4  Puerto Rico law explains that "dolo" occurs "when by words
or insidious machinations on the part of one of the contracting
parties the other is induced to execute a contract which without
them he would not have made." P.R. Laws Ann. tit. 31, § 3408.


                                     - 4 -
motion -- "[DAC] now move[s] the Court") seeking to vacate or

modify     the      arbitration   award,      primarily    arguing      that     the

arbitrator       exceeded   his   powers,    misapplied    the    law   on     parol

evidence, engaged in misconduct in evaluating the evidence (with

respect to dolo in contract formation, novation, and breach), and

disregarded Puerto Rico's law regarding damages.             RMS opposed what

it deemed a "groundless" contestation of the arbitrator's award in

a motion and supporting brief requesting enforcement of the award.

              The magistrate judge who handled the matter analyzed the

parties' claims under the Federal Arbitration Act (the "FAA"), and

found that not only did DAC fail to demonstrate why the award

should   be      vacated,   but   also,    that   the   arbitrator's     thorough

decision was both supportable and well-reasoned.                 Therefore, with

DAC not having evinced any misconduct or manifest disregard of the

law by the arbitrator, or that his handling of the case exceeded

his powers, the magistrate judge recommended that DAC's complaint

be denied.

              DAC filed timely objections to the magistrate judge's

report and recommendation, taking a three-pronged aim at what DAC

says was error:        her failure to hold a hearing as required by the

Puerto Rico Arbitration Act (the "PRAA"), her use of the wrong

standard of review, and her failure to consider all of DAC's

evidence      and    arguments.     RMS,    unsurprisingly,       opposed      those

objections.       After reviewing the written submissions, the district


                                      - 5 -
court sided with the magistrate judge and rejected DAC's arguments

-- no hearing was required; the FAA applied to the controversy;

and the magistrate judge did, in fact, examine and evaluate each

of DAC's contentions.         Therefore, concluding that the magistrate

judge's findings and conclusion were well supported, the district

court adopted the magistrate judge's report and recommendation in

full,       dismissed   the   complaint   to   vacate   and/or   modify   the

arbitration award, and confirmed the award.

               The saga now continues as DAC asks us to upend the

district court's refusal to vacate the arbitrator's award.

                                  DISCUSSION

               Before us, DAC advances a variety of arguments to support

its position that the arbitrator's award should be vacated.5

Regrettably, DAC's briefing is -- shall we say -- not exactly a

beacon of clarity.       But, as best we can distill, its arguments, as

we understand them, fall chiefly into two main baskets:             (1) the


        5
       Quick note: although DAC's assorted paper submissions both
to the court below and to us have packaged its challenge to the
arbitrator's award as a request for the award to be vacated or
modified, in actuality, DAC's analysis focuses entirely on vacatur
-- document titles and brief heading lines aside, the sole mention
of modification in its briefing before this court is a throwaway
line at the end of its opening brief contending that the lower
court should have "at the very least" modified the arbitrator's
award.   But because there is no legal support offered for this
assertion and not even a slight effort at developed argumentation,
any argument with respect to modification of the arbitration award
is deemed waived. See United States v. Zannino, 895 F.2d 1, 17
(1st Cir. 1990) (treating arguments not developed on appeal as
waived).


                                     - 6 -
PRAA, not the FAA alone, should have governed the district court's

standard of review of the arbitration decision; and (2) three

errors compel the vacating of the award, specifically (a) the

arbitrator engaged in misconduct when he refused to consider, or

even allow certain evidence; (b) the arbitrator exceeded his powers

in his awards of attorneys' fees and prejudgment interest, as well

as in how he calculated damages; and (c) the arbitrator manifestly

disregarded the law on dolo.6    RMS disagrees and we will lay out

RMS's responses to DAC's arguments section by section as necessary.

          We review the district court's decision to confirm or

vacate an arbitration award de novo, Ortiz-Espinosa v. BBVA Sec.

of P.R., Inc., 852 F.3d 36, 47 (1st Cir. 2017) (citing Cytyc Corp.

v. DEKA Prods. Ltd. P'ship, 439 F.3d 27, 32 (1st Cir. 2006)), but

in undertaking that review, we are cognizant that "[a] federal

court's   authority   to   defenestrate   an   arbitration    award   is

extremely limited," Mt. Valley Prop., Inc. v. Applied Risk Servs.,

Inc., 863 F.3d 90, 93 (1st Cir. 2017) (quoting First State Ins.

Co. v. Nat'l Cas. Co., 781 F.3d 7, 11 (1st Cir. 2015)).

                      1.   The PRAA and the FAA

          We begin with the first issue DAC presents:        whether the




     6 In addition to what we've organized into the aforementioned
baskets, DAC makes a number of arguments founded in and on
substantive Puerto Rico law. We are not ignoring those arguments,
but based on our analysis and limited review, we have no reason to
tackle them.


                                - 7 -
lower court erred in applying only the FAA's more limited standard

of judicial review to this dispute.    We note that the FAA applies

to "a contract evidencing a transaction involving [interstate]

commerce,"   Ortiz-Espinosa, 852 F.3d at 42 (quoting 9 U.S.C. § 2),

and neither DAC nor RMS dispute that theirs was such a transaction.

That said, parties are free to contract around the application of

the FAA in favor of state arbitration law,     Hall St. Assocs. v.

Mattel, Inc., 552 U.S. 576, 590 (2008), such as the PRAA, which

we've described as providing a "more searching" standard of review,

see P.R. Tel. Co. v. U.S. Phone Mfg. Corp., 427 F.3d 21, 29 (1st

Cir. 2005), abrogated on other grounds by Hall St., 552 U.S. at

583 n.5, 584.   Indeed, the Hall Street Court explained that "[t]he

FAA is not the only way into court for parties wanting review of

arbitration awards:   they may contemplate enforcement under state

statutory or common law, for example, where judicial review of

different scope is arguable."      552 U.S. at 590.   "Parties are

generally free to structure their arbitration agreements as they

see fit," and "[j]ust as they may limit by contract the issues

which they will arbitrate, so too may they specify by contract the

rules under which that arbitration will be conducted."   Volt Info.

Scis., Inc. v. Bd. of Tr., 489 U.S. 468, 479 (1989) (citing

Mitsubishi Motors Corp. v. Soler Chrysler–Plymouth, Inc., 473 U.S.

614, 626 (1985)); see also Mastrobuono v. Shearson Lehman Hutton,

Inc., 514 U.S. 52, 57-58 (1995).    However, in order to effectuate


                               - 8 -
FAA displacement, our circuit has been clear that such can occur

"only if the parties have so agreed explicitly."                    Ortiz-Espinosa,

852 F.3d at 42 (citing Hall St., 552 U.S. at 590).

             Before    this     court,    DAC    says    that's     precisely    what

happened here.    As DAC sees things, "the parties expressly agreed"

in the MSA that Puerto Rico law would control by including a

choice-of-law provision (section 13.3) which specifies the MSA is

to "be construed in accordance with the internal substantive laws

of the Commonwealth of Puerto Rico."              Therefore, according to DAC,

this provision makes applicable the PRAA's enforcement standards.

DAC insists, then, that the district court should have conducted

its review of the arbitrator's decision in the same way the Puerto

Rico Supreme Court allegedly would have done.                  Specifically, and

citing to Constructora Estelar v. Autoridad de Edificios Publicos,

183 D.P.R. 1 (2011), DAC says the district court should have

undertaken    a   review       more   akin   to    a     judicial    review    of   an

administrative        agency    decision,        which    permits    some     greater

scrutiny of the merits of the award.              Because that did not happen,

DAC contends that the district court committed legal error.

             RMS sees things differently.              For one thing, because DAC

advanced this argument for the first time only after the magistrate

judge issued her report and recommendation, RMS says the argument




                                         - 9 -
is waived.7    Even if waiver could be surmounted, RMS posits that

DAC should be judicially estopped from making this PRAA argument

because DAC previously argued before this court in Dialysis I that

the FAA governed the case.     And, in any event, RMS contends that

the parties never explicitly agreed to have the PRAA apply to the

proceedings.

             Because we can dispose of DAC's challenge based on our

case law, we need not get into RMS's waiver and judicial estoppel

arguments,     instead   assuming   favorably     to   DAC   that   its

asseverations are properly before us.           We find that the FAA

correctly was applied here.     To prevail, DAC needed to show that

the parties explicitly agreed to have the PRAA displace the FAA.

See Ortiz-Espinosa, 852 F.3d at 42 (applying the FAA when claimants

failed to demonstrate that the parties had explicitly contemplated

enforcement under the PRAA).        But as was the case in Ortiz-


     7 Our review of the record reveals that DAC mentions the PRAA
once in its complaint to vacate (listing the PRAA grounds for
vacatur before also providing the FAA grounds for vacatur). The
magistrate judge denied the complaint to vacate, making no mention
of the PRAA -- meaning she must not have interpreted DAC's single
mention of the PRAA as grounds for its application.        In its
objection to the report and recommendation, DAC upped the ante on
its PRAA stance, arguing that the magistrate erred in "limit[ing]
the inquiry only to the Federal Arbitration Act," and also erred
by failing to hold a hearing, as the PRAA supposedly requires. In
adopting the magistrate judge's report and recommendation, though,
the district court rejected those arguments. It first noted that
contrary to DAC's assertions the PRAA does not require a hearing.
Then it declined to specifically indicate whether the PRAA
displaced the FAA because DAC never bothered to explain why it
would win under a PRAA standard of review.


                                - 10 -
Espinosa, that showing has not been made.                  Although DAC tries to

win this argument by pointing to the MSA's choice-of-law provision,

we   have   clearly   instructed      that     such    a    general,   contractual

provision is not enough.     In Puerto Rico Telephone Co., we framed

the question before the court like this:               "At issue is whether and

how parties can contract for standards of judicial review of

arbitration awards other than those set forth in the Federal

Arbitration Act . . . ."     427 F.3d at 23.               And our answer:

      [T]he mere inclusion of a generic choice-of-law clause
      within the arbitration agreement is not sufficient to
      require the application of state law concerning the
      scope of review, since there is a strong federal policy
      requiring limited review . . . [A] generic choice-of-
      law clause, standing alone, is insufficient to support
      a finding that contracting parties intended to opt out
      of the FAA's default regime for vacatur of arbitral
      awards.

Id. at 29 (internal quotations and citations omitted).

            Given our case law, we reiterate -- a general choice-

of-law contract provision is not enough to displace the FAA's

standard of review; having failed to show an explicit agreement to

have the MSA enforced under the PRAA and not the FAA, DAC's

argument fails.

                                 2.    Vacatur

            Turning to the laundry list of reasons why DAC believes

the arbitral award should be vacated, we spy no error in the

district    court's   decision     declining          to    vacate   (and    instead

confirming) the arbitrator's award.                   Before we get into the


                                      - 11 -
specifics of these arguments, though, we set out some additional

parameters for our review, which, as we've already said, "is

extremely narrow and exceedingly deferential."          Ortiz-Espinosa,

852 F.3d at 47-48 (quoting Raymond James Fin. Servs., Inc. v.

Fenyk, 780 F.3d 59, 63 (1st Cir. 2015)); see also Teamsters Local

Union No. 42 v. Supervalu, Inc., 212 F.3d 59, 61 (1st Cir. 2000)

("Arbitral awards are nearly impervious to judicial oversight.").

             First, we note that the FAA offers very limited reasons

to vacate an arbitration award.       The grounds include only the

following:

     (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 in
     refusing to postpone the hearing, upon sufficient cause
     shown, or in refusing to hear evidence pertinent and
     material to the controversy; or of any other misbehavior
     by which the rights of any party have been prejudiced;
     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.

See 9 U.S.C. § 10(a).

             And we are mindful that, in reviewing an arbitration

award under the FAA, "[w]e do not sit as a court of appeal to hear

claims of factual or legal error by an arbitrator or to consider

the merits of the award."      Asociación de Empleados del E.L.A. v.

Unión   Internacional     de   Trabajadores   de   la    Industria   de



                                - 12 -
Automóviles, 559 F.3d 44, 47 (1st Cir. 2009) (quoting Challenger

Caribbean Corp. v. Union Gen. de Trabajadores de P.R., 903 F.2d

857, 860 (1st Cir. 1990)); see also Advest, Inc. v. McCarthy, 914

F.2d 6, 8 (1st Cir. 1990) (quoting United Paperworkers Int'l Union

v. Misco, Inc., 484 U.S. 29, 38 (1987)).

             Indeed, our limited review applies "[e]ven where such

error is painfully clear, [because] courts are not authorized to

reconsider the merits of arbitration awards."               Advest, 914 F.2d at

8 (quoting S.D. Warren Co. v. United Paperworkers' Int'l Union,

Local 1069, 845 F.2d 3, 7 (1st Cir. 1988)).               And the burden is on

DAC to establish that the arbitrator's award should be set aside.

See Ortiz-Espinosa, 852 F.3d at 48 (citing JCI Commc'ns, Inc. v.

Int'l Bhd. of Elec. Workers, Local 103, 324 F.3d 42, 51 (1st Cir.

2003)).

                  As   we   mentioned,    DAC   appears    to    advance   a   few

subsection (3) and (4) theories and an additional common law theory

as to why vacatur of the arbitrator's award is necessary here:

(a)   the    arbitrator      engaged     in   misconduct    in   "impermissibly

eschew[ing]" certain evidence; (b) the arbitrator exceeded his

powers in his awards of attorneys' fees and prejudgment interest

and   in    his    calculation    of     damages;   and    (c)   the   arbitrator

manifestly disregarded the law on dolo.              The ins and outs of the

parties' arguments and our take on each follow.




                                       - 13 -
         a.   Arbitrator's conduct in evaluating evidence

          Drilling down, DAC argues that the arbitrator is guilty

of misconduct because he refused to hear or "simply ignored"

certain evidence DAC presented (or wanted to present) regarding,

inter alia, dolo, breach of the MSA, and novation, which if

considered would have, with certainty, caused the arbitrator to

enter an award for DAC.8   DAC goes on to say that the arbitrator's

refusal to hear its evidence "prejudiced [DAC]'s rights to such an

extent that it could be considered that they were deprived of a

fair hearing."

          RMS responds that there was no arbitrator misconduct in

this regard because, even if he did err (RMS says he didn't -- he

heard all the evidence, even explaining why the extrinsic evidence

barred by the parol evidence rule wouldn't have changed his

decision), this supposed evidentiary error would not be a valid

ground to overturn an arbitration award under the FAA.

          The FAA "does not require arbitrators to consider every

piece of relevant evidence presented to them."    Doral Fin. Corp.


     8  DAC's list of evidence it says was ignored: "(a)
Arbitrator's refusal to consider Plaintiffs' evidence in support
of a finding of "dolo" in the consent during the formation of the
contract; (b) Arbitrator's refusal to consider evidence to
establish that RMS was the party that originally breached the
agreement – Exceptio Non Adimpleti Contractus; (c) Arbitrator's
refusal to consider evidence on Novation of the MSA." In addition
to that list, at times throughout its brief, DAC also argues there
were certain undisputed facts or admissions by RMS that the
arbitrator failed to consider.


                               - 14 -
v. García-Vélez, 725 F.3d 27, 31 (1st Cir. 2013).             And for our

part, we will vacate an award only when the arbitrator's refusal

to consider disputed evidence is "in bad faith or so gross as to

amount to affirmative misconduct."         United Paperworkers Int'l

Union, 484 U.S. at 40.      "Vacatur is appropriate only when the

exclusion of relevant evidence so affects the rights of a party

that it may be said that he was deprived of a fair hearing."

Ortiz-Espinosa, 852 F.3d at 49 (quoting Hoteles Condado Beach, La

Concha & Convention Ctr. v. Union De Tronquistas Local 901, 763

F.2d 34, 40 (1st Cir. 1985)).

          On    appeal,   DAC   never    actually   asserts     that   the

arbitrator's conduct regarding this purportedly slighted evidence

was done "in bad faith or so gross as to amount to affirmative

misconduct," United Paperworkers Int'l Union, 484 U.S. at 40, nor

does it tell us why exactly the arbitrator's conduct amounted to

deprivation of a fair hearing, as required, Ortiz-Espinosa, 852

F.3d at 49.    So given its failure to make these arguments, even if

we assume, as DAC asserts, that the arbitrator refused to consider

some of its proffered evidence, as we have already noted, he was

not required to do so.    Doral Fin. Corp., 725 F.3d at 31.

          But there is more.     Contrary to DAC's assertions, it is

clear from the arbitrator's extensive and detailed findings of

fact that much of the evidence DAC claims was ignored was in fact

heard and considered by the arbitrator.       What DAC's gripe really


                                - 15 -
comes       down   to   is   the   weight   given   to   that    evidence   by    the

arbitrator.         And on that front we have made pellucid that it is

not our place to chime in on the weight allotted to any given piece

of evidence submitted to the arbitrator, see, e.g., Asociación de

Empleados del E.L.A., 559 F.3d at 47 (instructing that "[w]e do

not sit as a court of appeal to hear claims of factual or legal

error by an arbitrator or to consider the merits of the award"),

and DAC has shown us no reason why the arbitrator's weighing of

the evidence here warrants vacatur, Hoteles Condado Beach, 763

F.2d at 39-40 (noting that unless exceptional circumstances are in

play, "a reviewing court may not overturn an arbitration award

based       on   the    arbitrator's   determination     of     the   relevancy    or

persuasiveness of the evidence submitted by the parties").9                        We

see no arbitrator misconduct.

                 Onward.

             b.    Attorneys' fees, interest, and damages award

                 DAC also asserts that the arbitrator exceeded his powers




        9
        As for the parol evidence argument DAC advances -- that
the arbitrator engaged in misconduct by deploying the parol
evidence rule to exclude certain extrinsic contract formation
evidence -- it suffers from a fatal flaw. In an exercise of "even-
if" thoroughness, the arbitrator did consider that evidence. But
he concluded it wouldn't change his mind, then offered seven
detailed reasons why that was so. Thus, having taken the extra
step of weighing and dismissing the evidence DAC is hung up on,
the arbitrator did not engage in any misconduct -- he instead made
it all the more clear that the evidence being pushed by DAC did
not make for a winning hand.


                                       - 16 -
in awarding attorneys' fees and prejudgment interest and in his

calculation of damages.         RMS responds by stating that the MSA

itself authorizes an award of attorneys' fees and costs, as do the

AHLA rules.

            Like DAC's first theory for vacatur, this one too, faces

a high bar:       "[a]bsent a strong implication that an arbitrator

exceeded his or her authority, the arbitrator is presumed to have

based his or her award on proper grounds."          Labor Relations Div.

of Constr. Indus. v. Int'l Bhd. of Teamsters, Local #379, 29 F.3d

742, 747 (1st Cir. 1994).       And we call to mind the maxim that "as

long as the arbitrator is even arguably construing or applying the

contract and acting within the scope of his authority, that a court

is convinced he committed serious error does not suffice to

overturn his decision."     United Paperworkers Int'l Union, 484 U.S.

at 38.

            i.    Attorneys' fees and prejudgment interest

            We begin by considering DAC's argument with respect to

attorneys' fees and prejudgment interest.         Again pointing to the

MSA choice-of-law provision, DAC says that both of these awards

were in excess of the arbitrator's powers because Puerto Rico law

simply does not allow for them.         Even if we presume that DAC is

correct on that front, DAC nevertheless loses.          In reaching this

conclusion,      Mastrobuono,   514   U.S.   52   (1995),   animates   our

thinking.     There, the Supreme Court addressed a similar issue:


                                  - 17 -
"The question presented is whether the arbitrators' award [of

punitive damages] is consistent with the central purpose of the

Federal Arbitration Act to ensure 'that private agreements to

arbitrate are enforced according to their terms.'"    Id. at 53-54

(quoting Volt, 489 U.S. at 479).

           The Mastrobuono litigants had entered into a standard-

form securities client's agreement which contained both a New York

choice-of-law provision and an arbitration provision pursuant to

the National Association of Securities Dealers ("NASD").    Id. at

54-55.   The NASD rules allowed for the award of punitive damages,

but New York law did not grant arbitrators (as opposed to judicial

officers) the authority to do so.   Id. at 62.   Noting a "cardinal

principle of contract construction [--] that a document should be

read to give effect to all its provisions and to render them

consistent with each other" -- the Court upheld the arbitrator's

award of punitive damages, finding them to be within the scope of

the parties' contract.   Id. at 63 (collecting cases).

     We think the best way to harmonize the choice-of-law
     provision with the arbitration provision is to read "the
     laws of the State of New York" to encompass substantive
     principles that New York courts would apply, but not to
     include special rules limiting the authority of
     arbitrators. Thus, the choice-of-law provision covers
     the rights and duties of the parties, while the
     arbitration clause covers arbitration; neither sentence
     intrudes upon the other.

Id. at 63-64.




                              - 18 -
                   Applying that same logic here, it follows that the MSA's

choice-of-law provision covers the substantive rights and duties

of     DAC     and     RMS,   but,     standing       alone,   does    not    limit   the

arbitrator's authority under AHLA rules made applicable to the MSA

by section 13.9. Because Provision 6.06 of AHLA rules authorizes

the arbitrator to award attorneys' fees and pre-award and post-

award interest,10 DAC's argument cannot succeed.11

                                       ii.    Damages

                   Lastly, with respect to how the arbitrator calculated

damages, DAC lobs a variety of dissatisfactions at us on the topic,

but offers little legal analysis and only a handful of legal

citations over the course of its pages-long diatribe on all the

ways         the    arbitrator       exceeded     his    powers       in   his    damages

computations.          But DAC does not use the minimal authority provided

to   explain          why   any   of   it     supports     the    crucially      relevant

proposition that vacatur is necessary.                   This woeful lack of effort


        10AHLA Rule 6.06 states in relevant part that "[t]he
arbitrator may assess reasonable attorney's fees . . . in favor of
the prevailing party, as determined by the arbitrator" and "[t]he
arbitrator may award pre-award and post-award interest as allowed
by applicable law or as agreed by the parties."

        11
         We pause briefly to flag that DAC requested attorneys'
fees from the arbitrator when it thought it would be the prevailing
party, which of course underscores its understanding that the
prevailing party would be entitled to attorneys' fees.          See
Prudential-Bache Secs. v. Tanner, 72 F.3d 234, 242-43 (1st Cir.
1995) (explaining that this is "an important factor" in deciding
whether the parties agreed to award attorneys' fees in an
arbitration agreement).


                                             - 19 -
certainly does not give rise to the necessary "strong implication

that an arbitrator exceeded his or her authority." Labor Relations

Div. of Constr. Indus., 29 F.3d at 747.     Ultimately, not having

done the legwork we require to develop this position, DAC has

waived those challenges.   See, e.g., Rodríguez v. Municipality of

San Juan, 659 F.3d 168, 176 (1st Cir. 2011); see also Holloway v.

United States, 845 F.3d 487, 491 n.4 (1st Cir. 2017) (considering

an argument waived for lack of development when the party did not

make any legal citations supporting its argument); Zannino, 895

F.2d at 17 (stating that litigants must develop their own arguments

rather than "leaving the court to do counsel's work").12

                   c.   Arbitrator's take on dolo

           Finally, DAC argues that the arbitrator's award should

be vacated because he exhibited manifest disregard of the law.

This common law doctrine (i.e., you won't find it in section 10 of

the FAA) "allows courts 'a very limited power to review arbitration

awards outside of section 10 [of the FAA].'"        Mt. Valley Prop.,


     12   In Rodríguez, we explained

     [w]hat [appellant] [did] "is hardly a serious treatment
     of . . . complex issue[s]" and is not sufficient to
     preserve these points for review, Tayag v. Lahey Clinic
     Hosp., Inc., 632 F.3d 788, 792 (1st Cir. 2011) --
     certainly not when his "brief presents a passel" of other
     issues, United States v. Dunkel, 927 F.2d 955, 956 (7th
     Cir. 1991) (per curiam).

659 F.3d at 176.   That is precisely what happened here, so we need
say no more.


                               - 20 -
Inc., 863 F.3d at 94 (quoting Advest, Inc., 914 F.2d at 8).13

Manifest disregard of the law requires a showing that "it is clear

from the record that the arbitrator recognized the applicable law

-- and then ignored it."           Advest, Inc., 914 F.2d at 9.

              In    support   of   this   claim,      DAC   says   the   arbitrator

confused dolo and fraud in regard to the formation of the contract

(or fraudulent inducement) in contravention of what it believes to

be part of this court's Dialysis I holding.                         DAC claims we

instructed the arbitrator what the law and scope of the arbitration

was to be, says we provided our own "road map" regarding the

"applicable substantive law," and insists we gave "guidance as to

the applicable Puerto Rico law."              Yet, in manifest disregard for

the   law,    the    arbitrator     ignored     our    directive.        Again,   RMS

disagrees.

              We start by observing that DAC's take is, at best, a

misunderstanding of our Dialysis I opinion, which focused solely

on the arbitrability of the parties' disputes -- it did not, as

DAC   says,    provide    instruction      on    the    law   applicable     to   the


      13 Although the Supreme Court has queried whether manifest
disregard remains a viable route to vacatur, see Mt. Valley Prop.,
Inc., 863 F.3d at 94 (noting that Hall Street, 552 U.S. 576, has
cast some doubt on it but didn't answer the question), this court
has avoided answering the question and instead has assumed its
continued application when no manifest disregard of the law
occurred, see id. (taking that route). Here, for reasons we will
explain, there was no manifest disregard of the law, so the court
can continue to leave that question for another day.


                                      - 21 -
underlying disputes.   Rather, the Dialysis I court ferreted out

what the asserted allegations in the complaint seemed to be, then

it laid out the law of dolo and fraud in its effort to determine

what type of legal claim was likely being raised.          638 F.3d at

378-79.   Concluding that the claim appeared to be about the

voidability of the MSA based on a "fraudulent inducement claim,"

we held this type of allegation fell within the scope of the

agreement and sent the parties off to arbitrate, leaving it to the

arbitrator to sort through the vying legal contestations.       Id. at

379.

          Notwithstanding DAC's misinterpretation of Dialysis I,

even if we assume the arbitrator confused or misapplied the law

(which we doubt), DAC still cannot succeed.      DAC bears the burden

of demonstrating that the arbitrator was confronted with the

correct law to apply but proceeded "then [to] ignore[] it."

Advest, Inc., 914 F.2d at 9. DAC has made no such showing. Without

a doubt, DAC presented the arbitrator with a boatload of legal

theories on why it believed RMS engaged in dolo and how its conduct

impacted contract formation.    But the arbitrator rejected those

arguments and rejection is not "ignor[ing]."      Id.   We say no more.

                           Wrapping up

          As we sum up, we remind the reader that "[a]rbitral

awards are nearly impervious to judicial oversight."         Teamsters

Local Union No. 42, 212 F.3d at 61.     Today's case was no exception.


                               - 22 -
All in all, under the FAA, the arbitrator's award was supportable

and the district court did not err in refusing to vacate it.                 DAC

has not shown any arbitrator misconduct, that the arbitrator

exceeded    his    powers   in   calculating      the   award,   or   that   the

arbitrator    manifestly    disregarded     the    law.     Indeed,    DAC   has

demonstrated no grounds upon which we could grant it the relief it

seeks.    The bulk of DAC's appeal truly comes down to it wanting to

relitigate the merits of its arbitration claims and to contest the

arbitrator's weighing of the evidence, but we simply "are not

authorized    to   reconsider     the   merits    of    arbitration   awards,"

Advest, 914 F.2d at 8, and "[w]e do not sit as a court of appeal

to hear claims of factual or legal error by an arbitrator or to

consider the merits of the award."           Asociación de Empleados del

E.L.A., 559 F.3d at 47.      The arguments supportably made to advance

DAC's effort to do these things did not carry the day, as we've

explained above.14

             Because we affirm the district court's determination

that vacatur of the arbitration award is not warranted, we also




     14  As to all the contentions waived along the way in this
appeal, we note that the mere use of "buzzwords" ("arbitrator
misconduct," "exceeded his powers," "manifest disregard," and the
like) does not a proper argument make. See, e.g., Rodríguez, 659
F.3d at 175–76 (deeming waived arguments offered with no citations
or analysis -- "[s]ure, he uses some buzzwords and insists that
the judge stumbled in ruling on these claims[, b]ut he provides
neither the necessary caselaw nor reasoned analysis to show that
he is right about any of this").


                                   - 23 -
affirm the court's confirmation of the award.   See 9 U.S.C. § 9

("[T]he court must grant [an order confirming the award] unless

the award is vacated, modified, or corrected as prescribed in

sections 10 and 11 of this title.").

                            CONCLUSION

          For these reasons, we conclude that the district court

was correct in denying DAC's challenge and confirming the award.

Accordingly, we affirm.   Costs to appellee.




                              - 24 -
