Contracting Around RUAA: Default Rules, Mandatory Rules, and Judicial Review of Arbitral Awards

Abstract

By specifying that its provisions generally are default rules and listing particular exceptions, the Revised Uniform Arbitration Act (“RUAA”) provides much needed certainty and avoids unnecessary litigation, at least compared to the Federal Arbitration Act, which does not always identify which of its provisions are default rules. In one important respect, however, RUAA jettisons that valuable certainty. The RUAA drafters left open (or at least sought to leave open) the question whether parties can contract to expand the grounds for judicial review of arbitration awards beyond those set out in the statute. In other words, the drafters purported not to resolve the extent to which judicial review standards are default rules under RUAA. This article argues that parties may be able to obtain court review of arbitral errors of law under RUAA by defining legal errors as beyond the scope of the arbitrators’ authority. A court then can vacate an award on the basis of legal error under the statutory ground that the arbitrators exceeded their authority. If so, then the RUAA standards for judicial review are default rules (at least in part), and parties can contract around those standards even though RUAA does not clearly so provide.

Keywords: Arbitration, Dispute Resolution, Contracts, Court Review

JEL Classification: K12, K41