Visionary v. Bank OZK (11th Cir. 2025): Unchallenged Alternative Grounds and the FAA’s Deferential Standard Secure Arbitral Awards

Introduction

The Eleventh Circuit’s unpublished decision in The Visionary, Books + Café, LLC v. Bank OZK, No. 25-10674 (11th Cir. Aug. 18, 2025), is a potent reminder of two recurring arbitration themes:

The exceedingly narrow scope of judicial review under § 10 of the Federal Arbitration Act (“FAA”).
The appellate peril that arises when a losing party ignores an independent, alternative basis on which the lower court rested its judgment (Sapuppo principle).

At stake was a $2.86 million Restaurant Revitalization Fund (“RRF”) grant that the Small Business Administration (“SBA”) transmitted to The Visionary, Books + Café, LLC (“Visionary”) through an automated clearing house (“ACH”) credit to Visionary’s account at Bank OZK. Bank OZK, suspecting fraud, froze and returned the funds. Visionary brought a battery of state and federal claims in arbitration and lost on every count. When it sought vacatur, the district court confirmed the award on two independent grounds: (1) the stringent vacatur standards of the FAA and (2) even under the more lenient “manifest-disregard” test under Georgia’s Arbitration Code. Visionary appealed, but fatally failed to contest the second ground. The Eleventh Circuit affirmed.

Summary of the Judgment

Applying de novo review, the Eleventh Circuit:

Held that Visionary’s failure to address the district court’s alternative Georgia-law ground for confirmation triggered Sapuppo v. Allstate, rendering affirmance mandatory.
Independently concluded that, even under the FAA, Visionary’s § 10(a)(4) “exceeded powers” challenge lacked merit because the arbitrators did construe the contract and did so within their authority.
Emphasised Supreme Court guidance (Oxford Health Plans) that courts cannot vacate awards merely because they disagree with an arbitrator’s contract interpretation.
Reiterated that parties who rely on a contract in arbitration cannot later complain that arbitrators lacked power to interpret that very contract.
Accordingly, affirmed confirmation of the 31-page AAA award in favour of Bank OZK on all claims.

Analysis

Precedents Cited

Sapuppo v. Allstate Floridian Insurance Co., 739 F.3d 678 (11th Cir. 2014) – Establishes that an appellant must challenge all independent grounds for a district-court judgment or forfeits reversal. This case supplied the dispositive procedural bar.
Oxford Health Plans LLC v. Sutter, 569 U.S. 564 (2013) – Clarifies that § 10(a)(4) vacatur is appropriate only when the arbitrator acts outside the scope of the arbitration agreement, not for mere legal or factual error. The panel relied on its “heavy burden” language.
Gherardi v. Citigroup Global Markets, Inc., 975 F.3d 1232 (11th Cir. 2020) – States the standard of de novo review for district-court decisions confirming or vacating awards.
Hidroelectrica Santa Rita S.A. v. Corporación AIC S.A., 119 F.4th 920 (11th Cir. 2024) – Reaffirms that misinterpretation of a contract is not grounds for vacatur; quoted by the panel for the proposition that “an arbitrator does not exceed his power when he makes errors.”

Legal Reasoning

Procedural Default (the “Sapuppo Shield”).
Because the district court rested on two independent holdings, Visionary had to attack both. By ignoring the state-law “manifest disregard” holding, Visionary waived that issue. Under Sapuppo, the appellate court must affirm if any uncontested ground supports the judgment. This procedural lapse ended the case, but the court still addressed the FAA merits for completeness.
FAA’s § 10(a)(4) Standard.
The Eleventh Circuit reiterated the Supreme Court’s instruction that review is “one of the narrowest known to the law.” An award “even arguably construing” the contract survives unless the arbitrator “strayed from interpretation and application of the agreement and effectively dispensed his own brand of industrial justice.” The arbitral panel expressly found Bank OZK acted “in good faith, in a commercially reasonable manner, and in accordance with the applicable laws and regulations” and anchored that finding in the account agreement and NACHA rules. Thus, the arbitrators operated within their mandate.
Contract-Based Claim Necessarily Invites Contract Construction.
Visionary advanced a breach-of-contract theory premised on Bank OZK’s alleged non-compliance with the account agreement. Introducing the contract into evidence empowered (indeed, required) the arbitrators to interpret it. Visionary could not convert an adverse interpretation into an “exceeded powers” claim.

Impact

The decision:

Strengthens the precedential drumbeat that procedural missteps on appeal are outcome-determinative. Litigants must address every independent ground supporting an adverse judgment.
Reinforces the Eleventh Circuit’s alignment with Supreme Court precedent on the extreme deference owed to arbitral awards under § 10(a)(4).
Sends a cautionary message to parties contesting ACH reversals and other bank-fraud interventions: Banks that follow NACHA rules and act in “good faith” may be insulated from liability, and challenges will likely be funneled into arbitration with limited judicial review.
Provides persuasive (though unpublished) support that a federal court may confirm an award under the FAA and, alternatively, a state manifest-disregard standard—creating two hurdles for appellants.

Complex Concepts Simplified

Federal Arbitration Act (FAA) – A 1925 statute mandating courts to enforce private arbitration agreements and awards, subject to only four narrow vacatur grounds in 9 U.S.C. § 10.
§ 10(a)(4) “Exceeded Powers” – Lets courts vacate an award only if arbitrators decide issues not submitted or ignore the contract altogether. Mere legal or factual errors are not enough.
Manifest Disregard of the Law – A controversial, extra-statutory vacatur ground recognized in some jurisdictions. Georgia codifies a version at O.C.G.A. § 9-9-13. It is less demanding than § 10(a)(4) but still requires proof that arbitrators knew the law and consciously ignored it.
Sapuppo Waiver – An Eleventh Circuit rule: where a district court gives multiple rationales, an appellant must attack each one. Failure to do so waives the issue and compels affirmance.
ACH (Automated Clearing House) – An electronic network for financial transactions in the United States. NACHA rules govern ACH credits/debits and give banks leeway to reverse suspicious transfers.
Restaurant Revitalization Fund (RRF) – A COVID-19 relief program providing grants to food-service businesses. Funds are government money until irrevocably credited, raising complicated ownership questions under UCC Article 4A.

Conclusion

Visionary v. Bank OZK is a textbook study in the confluence of arbitration law, banking practice, and appellate procedure. The Eleventh Circuit fortified two pillars of arbitration jurisprudence: the FAA’s near-impenetrable shield around arbitral awards and the unforgiving Sapuppo waiver rule. Practitioners should glean three essential lessons:

Always address every ground on which a lower court relies—procedural precision can be dispositive.
Understand that § 10(a)(4) is not a pathway to re-litigate merits; the inquiry is strictly whether arbitrators had the power they exercised.
Banks acting diligently under industry rules (NACHA) and contractual provisions will find robust protection against post-arbitration attacks.

Although unpublished and non-precedential, the decision’s analytical framework and reliance on Supreme Court precedent are likely to influence future FAA cases within the Eleventh Circuit and beyond. It stands as a cautionary tale for litigants: in arbitration appeals, both the merits and procedural posture must be airtight, or the judgment will stand.