ICM Investment Partners II, LLC v. 360 Commercial Real Estate, LLC

Background

ICM Investment Partners II, LLC petitioned to confirm a January 9, 2025 arbitration award against Campanella Holdings LLC, 360 Commercial Real Estate, LLC, and Baron Heath Hopgood. ICM alleged in the arbitration that Campanella breached a Future Receipts Purchase Facility Agreement by failing to make required payments. ICM also alleged that 360 assumed Campanella’s obligations under an Agreement to Exchange and Purchase Equity and that Hopgood, described as 360’s sole owner, tortiously interfered with the contract.

The respondents initially participated in the arbitration. Campanella admitted that it owed delinquent funds but denied that 360 had assumed its obligations. Hopgood argued that he could not be liable for tortious interference because he acted as Campanella’s agent. The respondents later stopped participating, including in discovery. They did not respond to ICM’s federal petition or otherwise seek relief from the arbitration award.

Arbitration Award

The arbitrator reviewed the facility agreement, 33 exhibits, and witness affidavits submitted by ICM. The arbitrator found that the agreement’s arbitration clause covered other parties involved in claims, including affiliated companies and employees. The arbitrator determined that the Purchase Agreement was a default event making the remaining facility balance due, that the balance was not paid, and that Campanella breached the facility agreement by failing to make payments and by selling a majority of its equity to a third party.

The arbitrator also found that 360 assumed Campanella’s obligations under the Purchase Agreement. Applying Delaware law, the arbitrator held Hopgood liable for tortiously interfering with the contract by having 360 enter the Purchase Agreement while knowing it constituted a default and by preventing Campanella and 360 from making required payments. The arbitrator found the respondents jointly and severally liable for $875,692.88 and awarded post-award interest at 5 percent annually under Delaware law.

Court’s Analysis

The Federal Arbitration Act governed the confirmation proceeding. The court explained that judicial review of an arbitration award is highly limited: a court generally does not reconsider the arbitrator’s factual findings, contract interpretation, or remedies. The court may consider whether statutory grounds exist to vacate the award and whether the arbitrator was arguably interpreting and applying the contract within the arbitrator’s authority.

Although the petition was unopposed, the court still reviewed ICM’s submissions rather than treating the respondents’ failure to respond as automatically establishing entitlement to judgment. The court concluded that ICM showed there was no genuine dispute of material fact and that the arbitrator’s decision provided more than the minimal justification required for confirmation. The court also found no basis under Section 10(a) of the Federal Arbitration Act to vacate the award.

Ruling and Judgment

Judge Vargas granted the petition and confirmed the January 9, 2025 arbitration award in its entirety. The court affirmed post-award, pre-judgment interest at 5 percent annually from the award date through judgment and granted post-judgment interest at the statutory rate from entry of judgment until payment.

The court also dissolved the automatic stay that ordinarily delays execution of a judgment under Rule 62(a) of the Federal Rules of Civil Procedure. It found that ICM had shown a credible fear that the respondents might dissipate assets to avoid collection, so immediate execution was permitted. The Clerk was directed to enter judgment confirming the award, awarding $875,692.88, awarding $13,435.27 in post-award, pre-judgment interest, and awarding statutory post-judgment interest. The court directed the Clerk to terminate pending motions and close the case.