Wilson, a former salesperson for Oracle, had unsuccessfully appealed the amount of her commission through Oracle’s internal compensation review process. Wilson then submitted a claim for arbitration alleging breach of contract and breach of the covenant of good faith and fair dealing in processing her appeal.  Oracle filed a motion to dismiss, arguing that Wilson’s commission was subject to the Single Customer Provision in her contract and that her compensation was properly calculated in accordance with that provision. Wilson opposed oracle’s motion and made a cross-motion for a summary award, requesting that the arbitrator rule in her favor based on the undisputed facts.

At oral argument, the arbitrator asked Wilson questions, and Wilson answered, providing what Oracle characterized as unsworn testimony. Oracle also claimed that it did not receive any notice that the arbitrator was going to hear such testimony, but did not object to the questioning or cross-examine Wilson. Ultimately, the arbitrator issued the final award denying Oracle’s motion to dismiss and granting Wilson’s cross-motion for a summary award, awarding her the remaining balance of her commission prior to the application of the Single Customer Provision.  The arbitrator determined that the full pre-modified commission on the sale would not have given Wilson an “unplanned windfall” as contemplated in her contract.

The trial court denied Oracle’s motion to vacate the award, reaffirming the Second Circuit’s precedent that an arbitrator’s rationale for an award “need not be explained,” and that an award should be confirmed “if a ground for the arbitrator’s decision can be inferred from the facts of the case.” The court found no evidence in the record demonstrating that the arbitrator prevented Oracle from presenting pertinent and material evidence before a final award was issued. Specifically, the Court noted that Oracle expressly turned down an opportunity to object to the procedure the arbitrator proposed to follow and  determined that Oracle made a strategic decision not to rely on language aside from the Single Customer Provision.  The court determined that Oracle failed to identify any evidence that it would have presented, or why that evidence would have caused the arbitrator to resolve the dispute in its favor. Oracle Corp., v. Wilson, Case No. 17 Civ. 554 (USDC S.D.N.Y. Aug. 22, 2017).