Clarifying the Timeliness of FAA Confirmation Petitions after Limited Remand – Subway Int’l B.V. v. Subway Russia Franchising Co.

Introduction

The Second Circuit’s summary order in Subway International B.V. v. Subway Russia Franchising Company, LLC, No. 24-1702 (2d Cir. May 12, 2025) (“Subway”) addresses a recurring but under-litigated procedural problem: When the district court remands an arbitral dispute to the same arbitrator to resolve a narrow, unresolved claim, what effect does that remand have on (1) the finality of the earlier district-court order and (2) the timeliness of a subsequent motion to confirm the original portions of the award?

The dispute arises out of decades-long franchise relations between Subway International B.V. (“SIBV”), the global franchisor of the Subway restaurant brand, and its master franchisor in Russia, Subway Russia Franchising Company, LLC (“Subway Russia”). After SIBV declined to renew the parties’ 2015 Master Franchise Agreement (“MFA”), Subway Russia commenced arbitration in New York, alleging wrongful termination.

An initial arbitral award (the “First Award”) held Subway Russia in default and found no automatic contractual right to renew. The district court (Rakoff, J.) confirmed most of that award but remanded one discrete offer-and-acceptance claim for the arbitrator’s determination. Following a seven-day evidentiary hearing, the arbitrator issued a “Second Award” rejecting Subway Russia’s remaining claim. The district court confirmed that award as well, and Subway Russia appealed.

On appeal, Subway Russia mounted a multi-front attack, contending that (i) SIBV’s second petition to confirm was time-barred, (ii) the district court improperly amended its first order under Federal Rule of Civil Procedure 60(a), (iii) the court issued contradictory rulings, and (iv) the arbitrator exceeded her authority. The Second Circuit rejected each argument and affirmed.

Summary of the Judgment

The panel (Walker, Park & Menashi, JJ.) affirmed the district court’s confirmation of both arbitral awards.
It held that a district-court order remanding only a narrow, unresolved claim to the arbitrator is non-final. Consequently, a party cannot appeal or move to confirm until the remand is completed – rendering SIBV’s second confirmation petition timely.
The district court’s correction of its prior order under Rule 60(a) was proper because it merely clarified – not substantively altered – its contemporaneous intent.
Allegations that the arbitrator exceeded her authority failed because the relevant question under FAA § 10(a)(4) is not correctness but whether the issue was within the scope of the parties’ submission. Here, it plainly was.
The court reiterated the “severely limited” standard for vacatur and emphasized the strong deference owed to arbitration under the Federal Arbitration Act (“FAA”).

Analysis

A. Precedents Cited and Their Influence

The opinion, though a summary order, canvasses a series of Second Circuit and Supreme Court cases to anchor its rulings:

Scandinavian Reinsurance v. Saint Paul Fire & Marine, 668 F.3d 60 (2d Cir. 2012) – quoted for the “severely limited” scope of judicial review of arbitral awards.
A&A Maintenance Enterprise v. Ramnarain, 982 F.3d 864 (2d Cir. 2020) – sets out de novo review of legal issues and clear-error review of facts in confirmation decisions.
Robert Lewis Rosen Associates v. Webb, 473 F.3d 498 (2d Cir. 2007) – governs the scope of Rule 60(a), permitting corrections that align an order with the court’s original intent.
Rabbi Jacob Joseph School v. Province of Mendoza, 425 F.3d 207 (2d Cir. 2005) – restates the final-judgment rule: orders that leave matters for further proceedings are non-final.
Landy Michaels Realty Corp. v. Local 32B-32J, 954 F.2d 794 (2d Cir. 1992) – specifically holds that district-court decisions remanding to an arbitrator for further decision are not immediately appealable.
Wallace v. Buttar, 378 F.3d 182 (2d Cir. 2004) – forbids judicial re-weighing of the arbitral evidentiary record.
Westerbeke v. Daihatsu Motor Co., 304 F.3d 200 (2d Cir. 2002) & Oxford Health Plans LLC v. Sutter, 569 U.S. 564 (2013) – both stress that under FAA § 10(a)(4) the pivotal inquiry is contractual delegation, not the panel’s correctness.
Beijing Shougang Mining v. Mongolia, 11 F.4th 144 (2d Cir. 2021) – cited for the requirement that the contested issue be “clearly and unmistakably” submitted to arbitration.

Combined, these authorities paint an unyielding picture of deference to arbitral processes, limit district-court tinkering, and clarify finality principles for partially remanded awards.

B. The Court’s Legal Reasoning

Nature of the Remand. The initial district-court order asked the arbitrator only to determine whether the parties struck a new agreement curing Subway Russia’s defaults. Because the merits were not fully resolved, the order was interlocutory and therefore not a “final and appealable” judgment. Under Landy Michaels, an interlocutory order neither triggers the FAA’s three-month limitations period (for vacatur) nor bars a later confirmation petition.
Timeliness of the Second Confirmation Petition. The FAA provides no express time limit to move for confirmation, other than that it may be filed at any time “within one year after the award is made.” SIBV moved well within a year of the Second Award. The Second Circuit added that SIBV could not have moved sooner for confirmation of the First Award because that award was still in flux until the remand concluded.
Rule 60(a) “Clarification.” Rule 60(a) empowers a court to correct clerical mistakes or “oversights & omissions.” The district judge merely underscored that his earlier remand was limited. Under Rosen, such an explanatory fix is permissible where it reflects the judgment’s original intent and does not modify substantive rights.
Arbitrator’s Authority. The panel reaffirmed that § 10(a)(4) vacatur is proper only when arbitrators stray outside issues submitted. Since the parties asked the arbitrator to decide whether a new MFA had been formed, her ruling squarely fell within her mandate.
Deference to Fact-Finding. Echoing Wallace, the court refused to re-visit evidentiary weight or witness credibility arguments. The arbitrator’s reliance on testimony from SIBV witnesses without “personal knowledge,” even if debatable, was immaterial once the scope question was answered affirmatively.

C. Impact on Future Arbitration Practice

Procedural Clarity on Partial Remands.
Parties now have clearer guidance that a district-court remand for a limited unresolved claim does not start the clock on the FAA’s confirmation/vacatur timetable. Confirmation petitions filed after completion of the remand are timely, so long as they fall within the FAA’s one-year cap.
Enhanced Use of Rule 60(a).
Courts can use Rule 60(a) to clarify – without opening the merits – an earlier order that was ambiguous about the scope of remand, providing a low-friction tool to avert procedural wrangling.
Reinforcement of Deference Doctrine.
By once again stressing “the strong deference appropriately due arbitral awards,” the Second Circuit fortifies the high bar vacatur movants must clear, especially under § 10(a)(4).
Strategic Lessons for Practitioners.
• Whenever a district court issues a mixed confirmation/remand order, counsel should treat it as interlocutory and preserve challenges until the remand completes.
• Movants should avoid premature appeals that risk dismissal as non-final.
• Rule 60(a) can serve as a surgical instrument to correct misstatements without the hardship of Rule 59 or Rule 60(b) standards.

Complex Concepts Simplified

Federal Arbitration Act (“FAA”): The federal statute (9 U.S.C. §§ 1-16) governing enforcement, confirmation, and vacatur of arbitration agreements and awards in the United States.
Confirmation vs. Vacatur: When an arbitral award is issued, a party may ask a federal court to confirm it (§ 9) – turning the award into a judgment – or to vacate (§ 10) – nullifying it on very narrow grounds (e.g., fraud, corruption, excess of power).
Partial Remand: A district court may send a case back to the arbitrator to resolve a specific unresolved issue, leaving the rest of the award intact. Such an order is not final because further proceedings are required.
Rule 60(a) Correction: Federal Rule of Civil Procedure 60(a) lets a court correct clerical mistakes or clarify an order to reflect its actual intent, so long as substantive rights are unchanged.
§ 10(a)(4) – Exceeding Authority: A ground for vacatur when arbitrators rule on issues not submitted or act outside the scope of the arbitration agreement.
Summary Order: A non-precedential disposition used by the Second Circuit for cases that do not warrant a published opinion. While formally non-precedential, such orders are citable under Fed. R. App. P. 32.1 and local rules.

Conclusion

Subway is not a splashy merits decision; rather, its significance lies in the procedural plumbing of arbitration enforcement. By holding that (i) a limited remand renders earlier orders non-final, (ii) post-remand confirmation petitions are timely, (iii) Rule 60(a) can cleanly clarify an ambiguous order, and (iv) challenges to arbitral fact-finding exceed the court’s narrow vacatur remit, the Second Circuit delivers a user’s manual for litigants navigating multi-stage arbitration confirmation proceedings.

The ruling reinforces parties’ confidence that arbitral awards, once issued, will face only minimal judicial interference, and it gives district courts pragmatic tools to manage piecemeal awards without spawning jurisdictional headaches. Although designated a “summary order,” the decision will likely surface in briefs and rulings whenever parties debate the timing of confirmation motions following partial remand—further stabilizing the FAA landscape within the Second Circuit and beyond.