Background
BRG, a consulting firm, retained SAM under an April 4, 2019 engagement agreement that required disputes to be resolved through binding arbitration administered by JAMS. A dispute arose, and on August 2, 2022, the arbitrator issued a final award in BRG’s favor for $433,815.34.
Rather than seeking confirmation in Delaware, BRG filed a petition in Tennessee state court in October 2022. In August 2024, the Tennessee Court of Appeals reversed the confirmation judgment, holding that Tennessee courts lacked subject matter jurisdiction to confirm an award where the parties agreed arbitration would occur elsewhere. The Tennessee Supreme Court declined further review.
BRG then commenced this Delaware action on October 29, 2024—more than two years after the award issued—seeking confirmation under the FAA. SAM moved to dismiss, arguing the petition was barred by the FAA’s one-year confirmation deadline.
The Court’s Holding
The FAA, not Delaware’s Uniform Arbitration Act (DUAA), governs this proceeding. Under 10 Del. C. § 5702(c), the FAA applies where an arbitration agreement does not specifically reference the DUAA. Here, the engagement agreement contained no such reference and incorporated JAMS Rules that expressly invoke the FAA, triggering federal law.
Under FAA Section 9, a party may apply for confirmation “at any time within one year after the award is made.” The court rejected BRG’s argument that this language is merely permissive, holding instead that the one-year deadline is mandatory and cannot be circumvented. The court adopted the Third Circuit’s analysis in George v. Rushmore Service Center, LLC (2024), concluding that a party loses the ability to confirm after one year expires.
BRG argued three tolling doctrines preserved its claim: cross-jurisdictional tolling, the Delaware Savings Statute, and equitable tolling. All three failed. Cross-jurisdictional tolling applies only to class actions protecting absent class members and does not justify extending the FAA’s confirmed deadline in single-party arbitration disputes. The Savings Statute does not apply to specialized statutory proceedings with their own mechanisms, and BRG did not file after an adverse Tennessee judgment—it ran parallel proceedings, undermining the statute’s purpose. Equitable tolling requires both diligence and extraordinary circumstances outside the litigant’s control; BRG’s diligence in pursuing Tennessee confirmation did not satisfy this standard when BRG remained free to file in Delaware at any time.
Key Takeaways
- The FAA’s one-year limitation period for confirmation of arbitration awards is a mandatory deadline that courts cannot disregard, even under strong federal policy favoring arbitration.
- Cross-jurisdictional tolling—a doctrine developed to protect absent class members—does not extend to arbitration-award confirmation proceedings and cannot excuse forum-shopping or strategic filing delays.
- A prevailing party that chooses to litigate confirmation in one jurisdiction bears the litigation risk if that forum proves unsuitable; failure in the “wrong” forum does not toll the deadline in the correct one.
- Equitable tolling requires both diligence and extraordinary circumstances beyond the litigant’s control; mere diligence in pursuing an unsuccessful strategy does not qualify.
Why It Matters
This decision reinforces the strict temporal regime governing FAA arbitration confirmations and limits creative efforts to work around the one-year deadline. Practitioners seeking to confirm arbitration awards must carefully select the proper forum before the deadline expires; later regret about forum choice provides no escape. The decision also signals that Delaware courts will not extend equitable doctrines developed in other contexts (class actions, general statute-of-limitations cases) to override Congress’s explicit time windows for arbitration enforcement, even when a party has diligently pursued confirmation elsewhere.
For award prevailing parties, the decision underscores the need for prompt action. Filing a confirmation petition in one jurisdiction does not pause the clock for filing elsewhere. For losing parties, the decision confirms that the one-year window is a potentially dispositive defense and that tolling arguments grounded in forum-shopping or unsuccessful litigation strategies will likely fail.