NOT FOR PUBLICATION FILED

UNITED STATES COURT OF APPEALS JAN 10 2024

MOLLY C. DWYER, CLERK

U.S. COURT OF APPEALS

FOR THE NINTH CIRCUIT

HYATT HOTELS CORPORATION, No. 22-56196

Petitioner-Appellee, D.C. No. 2:22-cv-05858-JFW-E v.

UNITE HERE LOCAL 11, MEMORANDUM *

Respondent-Appellant.

Appeal from the United States District Court for the Central District of California John F. Walter, District Judge, Presiding

Argued and Submitted December 7, 2023 Pasadena, California

Before: WARDLAW, LEE, and BUMATAY, Circuit Judges. Concurrence by Judge LEE.

UNITE HERE Local 11 (the “Union”) appeals the district court’s vacatur of

an arbitral award compelling Hyatt Hotels Corporation (“Hyatt”) to secure

Relevant Group’s (“Relevant”) assumption of a card-check neutrality agreement

(“MOA”) for the Relevant-owned Thompson Hollywood, LLC and Tommie

Hollywood, LLC (collectively, the “Hotels”). We have jurisdiction under 28

* This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3. U.S.C. § 1291, and we reverse.

1. The district court erred by failing to apply the heightened deference

afforded to arbitrators when it disregarded the arbitrator’s conclusion that Relevant

was not a third party to the MOA. Kyocera Corp. v. Prudential-Bache Trade

Services, Inc., 341 F.3d 987, 994 (9th Cir. 2003) (en banc) (“Neither erroneous

legal conclusions nor unsubstantiated factual findings justify federal court review

of an arbitral award.”). Hyatt argues that Relevant was a third party to the MOA

because Relevant did not sign the agreement. Nevertheless, the arbitrator reached

a contrary conclusion that is supported by the record. 1 Deciding that Relevant was

Hyatt’s successor to the MOA and that it would be inequitable for Relevant to

direct the formation and breach of the MOA for its own benefit while shrouded in

third-party status, the arbitrator concluded that Relevant was “not a valid third

1 Before the arbitrator were the following contentions: In 2019, the Union funded litigation against Relevant’s construction of the Hotels that caused Relevant significant financial challenges. Relevant’s cofounder and coprincipal, Richard Heyman, expressed “great concern” about the Union’s litigation, and reached out to the Union to discuss card-check neutrality agreements. Relevant offered to agree to card-check agreements at its hotels, in exchange for “peace.” After negotiating with the Union for months, Relevant agreed to the terms set forth in the MOA. Relevant then asked Hyatt to “paper the deal,” and Hyatt did so. After the Union settled with Relevant, construction at the Hotels resumed. Relevant then reorganized its relationship with Hyatt for the express purpose of circumventing the agreement with the Union; Relevant exchanged its then-existing Hotel Management Agreements with Hyatt for Franchise Agreements, in which Hyatt transferred its role as operator of the Hotels to Relevant. Thus, the arbitrator permissibly determined that Relevant was not a “stranger to the MOA, in a matter of fact.”

2 party to the MOA.” See Comedy Club, Inc. v. Improv W. Associates, 553 F.3d

1277, 1287 (9th Cir. 2009); Mundi v. Union Sec. Life Ins. Co., 555 F.3d 1042,

1045 (9th Cir. 2009). “The district court should have deferred to the [arbitrator’s]

interpretation rather than inquiring into its substantive merit.” Sw. Regional

Council of Carpenters v. Drywall Dynamics, Inc., 823 F.3d 524, 533 (9th Cir.

2016). Because the arbitrator permissibly concluded that Relevant was not a third

party to the MOA, the arbitrator did not manifestly disregard the legal principle

prohibiting ordering specific performance against third parties or exceed his

authority by arbitrating a dispute involving a third party.

2. The district court erred by rejecting the arbitrator’s conclusion that Hyatt

could secure Relevant’s assumption of the MOA. Stead Motors of Walnut Creek v.

Automotive Machinists Lodge No. 1173, 886 F.2d 1200, 1207 (9th Cir. 1989) (en

banc) (“[A] court is barred from disregarding the arbitrator’s factual

determinations, let alone supplementing them with its own, or from ‘correcting’ an

arbitrator’s erroneous understanding of the law.”). Hyatt argues that compliance

with the arbitrator’s award is impossible because it cannot compel Relevant to

assume the MOA. However, that is yet to be determined. For example, the Union

contends that under the Franchise Agreements, Hyatt maintains considerable

authority over Relevant, including the ability to provide, withhold, or revoke

approval of any party’s authority to operate the Hotels. Further, the Union

3 contends that any operation of the Hotels is subject to Hyatt’s “System Standards,”

which regulate “any aspect” of the Hotels’ operation and can be modified by Hyatt

at any time. The arbitrator weighed this evidence and permissibly found that Hyatt

could leverage its authority under the Franchise Agreements to secure Relevant’s

assumption of the MOA. The district court “ha[d] no authority to re-weigh the

evidence presented to the arbitrator” and come to its own conclusions. Bosack v.

Soward, 586 F.3d 1096, 1105 (9th Cir. 2009).

Because the arbitrator’s reasoning was permissible under the deferential

standard for review of an arbitration award, the district court should confirm the

arbitral award in favor of the Union.

REVERSED and REMANDED.

4

FILED

JAN 10 2024

Hyatt Hotels Corp. v. Unite Here Local 11, No. 22-56196:

MOLLY C. DWYER, CLERK

U.S. COURT OF APPEALS

LEE, Circuit Judge, with whom BUMATAY, Circuit Judge, joins, concurring.

Given our highly deferential review of labor arbitration awards, I concur and

join the majority opinion. But I think it is a close call because the arbitrator’s

remedy—ordering Hyatt to compel Relevant to assume the card-check neutrality

agreement (MOA)—is highly questionable.

A court (or an arbitrator) normally cannot order specific performance if that

performance depends on the discretion of another party. Indeed, counsel for the

union admitted during oral argument that he is not aware of any such case. Yet the

arbitrator ordered Hyatt to require Relevant to assume the MOA, even though

Hyatt has no legal authority to force Relevant to do so. In fact, Relevant has

threatened to sue Hyatt over the MOA.

A sounder legal course would have been for the union to sue Relevant for

breaching the MOA under the theory that Relevant was bound to that agreement

either as Hyatt’s assignee or as a third-party beneficiary of the contract. Comedy

Club, Inc. v. Improv W. Associates, 553 F.3d 1277, 1287 (9th Cir. 2009). Or

perhaps the arbitrator could have awarded damages against Hyatt.

But we cannot vacate an arbitration award just because we disagree with the

arbitrator’s legal reasoning. I also cannot say that the award violates public policy,

especially given that (as Hyatt acknowledged) the most likely outcome if Relevant refuses to assume the MOA is that damages will be awarded to the union. I thus

concur, despite my reservations about the arbitrator’s decision.