Syngenta Crop Protection, LLC v. Insurance Company of North America, Inc.

Background

The case involved an insurance-coverage dispute concerning decades-old insurance policies and a later settlement agreement. Syngenta Crop Protection, LLC sought coverage for asbestos-exposure claims involving contract workers associated with its predecessor. The defendants—Insurance Company of North America, Inc., Century Indemnity Company, and ACE Property and Casualty Insurance Company, collectively referred to as “INA”—argued that the claims had been released by a 1999 settlement agreement.

INA demanded arbitration under that settlement agreement in 2017. Syngenta then filed this action seeking to stop the arbitration. In a 2018 opinion, the court stayed the action pending arbitration, explaining that the settlement’s arbitration clause required disputes about the settlement to be arbitrated. Kenneth R. Feinberg later issued an arbitration award on January 6, 2020.

The award allowed Syngenta to obtain insurance coverage for a claimant only when “employment records” confirmed that the claimant was “exclusively employed for not less than 30 consecutive work days” while working on the premises of Syngenta’s predecessor. Syngenta submitted motions asking the arbitrator to clarify or modify two phrases in the award. The arbitrator held that request in abeyance while the parties attempted to resolve their dispute.

Legal standard

The Federal Arbitration Act provides that, when the parties agree that a court may enter judgment on an arbitration award, the court must confirm the award unless it has been vacated, modified, or corrected under the Act. Judicial review of an arbitration award is highly limited, and a court generally confirms an award if there is a barely colorable justification for the result.

When an award is ambiguous, however, the court should send it back to the arbitrator for clarification. An award is ambiguous when its language is open to multiple meanings or fails to address a later-arising contingency. A clarification is proper when the award is ambiguous, the clarification explains rather than substantially changes the award, and the clarification matches the parties’ agreement.

Analysis

INA timely moved to confirm the award and argued that confirmation was required because the award had not been vacated, modified, or corrected. The court agreed. Syngenta had not moved to vacate, modify, or correct the award, and the court found no basis to delay confirmation.

The court also rejected Syngenta’s request to remand the award for clarification. Syngenta argued that “employment records” could mean only records showing that Syngenta’s predecessor directly employed the claimants, rather than records concerning the predecessor’s contractors and subcontractors. The court held that merely proposing a different interpretation did not establish ambiguity. It noted that the award repeatedly referred to the claimants as “non-employee contractors” or “non-employee independent contractors.”

Syngenta also argued that “30 consecutive workdays” did not address situations in which the evidence showed a gap in work without showing that the claimant worked elsewhere during the gap. The court rejected that argument, reasoning that a gap between workdays means the workdays are no longer consecutive. It concluded that Syngenta had not shown that the phrase was subject to multiple interpretations.

Disposition

The court granted INA’s January 5, 2021 motion to confirm the arbitration award. It directed the Clerk of Court to enter judgment for the defendants and close the case. The court also stated that the parties could return to arbitration over disputes concerning how the award applies to a particular claim.