XPRESS NATURAL GAS, LLC, et al.
WOODLAND PULP, LLC
Argued: May 12, 2017
Jennifer A. Archer, Esq., and Timothy H. Norton, Esq.
(orally), Kelly Remmel & Zimmerman, Portland, for
appellants Xpress Natural Gas, LLC, and XNG Maine, LLC
William S. Harwood, Esq. (orally), Martha C. Gaythwaite,
Esq., and Brian T. Marshall, Esq., Verrill Dana, LLP,
Portland, for appellee Woodland Pulp, LLC
SAUFLEY, C.J., and ALEXANDER, MEAD, GORMAN, JABAR, HJELM, and
Xpress Natural Gas, LLC, and XNG Maine, LLC, (Xpress) appeal
from a judgment entered in the Business and Consumer Docket
(Cumberland County, Murphy, J.) denying their
application to vacate several arbitration awards pursuant to
14 M.R.S. § 5938(1)(C) (2016) and granting the
application of Woodland Pulp, LLC, to confirm the same awards
pursuant to 14 M.R.S. § 5937 (2016). We affirm the
This dispute concerns the rights and obligations of Xpress
pursuant to a pipeline capacity agreement it has with
Woodland. The parties participated in arbitration pursuant to
that agreement. After a hearing, the arbitrator found that
the failure to include a balancing provision in the agreement
had created "a significant ambiguity as to the
parameters of Xpress'[s] rights and obligations" and
concluded that "[i]mplicit in the [agreement] is an
obligation for [Xpress] to reasonably balance its nominations
and consumption of gas." He then gave the parties the
opportunity to articulate the terms of their existing but
undelineated balancing agreement and, when they again could
not agree, he provided the opportunity to propose the
language of the balancing agreement he would set. Based on
the parties' proposals and testimony, the arbitrator set
out the terms of the balancing agreement in a supplemental
The standard for showing that an arbitrator exceeded his
powers is "an extremely narrow one" in large part
because the parties have bargained for the arbitrator's
construction of the contract at issue. Xpress Nat. Gas,
LLC v. Gate St. Capital, Inc., 2016 ME 111, ¶ 9,
144 A.3d 583 (quotation marks omitted). We generally resolve
any doubts in favor of the arbitrator's authority and
will uphold the arbitration award-even if it contains errors
of law or fact-"if any rational construction of
the agreement could support [the arbitrator's]
interpretation." Id. (quotation marks omitted);
see Caribou Bd. of Educ. v. Caribou Teachers
Ass'n, 404 A.2d 212, 215 (Me. 1979) ("If this
[arbitration] award can in any rational way be derived from
the agreement, viewed in the light of its language, its
context and any other indicia of the parties'
intention, it will be upheld." (emphasis added)).
Contrary to Xpress's contention on appeal, the arbitrator
did not exceed his authority pursuant to 14 M.R.S. §
5938(1)(C). Considering that the parties themselves could not
determine Xpress's rights pursuant to the agreement, the
arbitrator found that the agreement was ambiguous, examined
the intent of the parties in entering the agreement, and
implied a balancing obligation to remedy the ambiguity.
See Coastal Ventures v. Alsham Plaza, LLC, 2010 ME
63, ¶ 26, 1 A.3d 416 ("A contractual provision is
considered ambiguous if it is reasonably possible to give
that provision at least two different meanings."
(alteration omitted) (quotation marks omitted)).
In issuing the supplemental award, the arbitrator did expand
upon Xpress's implied obligation to "reasonably
balance" its nominations and consumption of natural gas
by adding terms including remedies for any future imbalances.
The arbitrator did so, however, only after finding that the
parties had understood in entering the agreement that Xpress
would "adjust its use [of the pipeline] to accommodate
Woodland's [balancing obligations], " that the
balancing terms proposed by Woodland were appropriate
"for the foreseeable future" but could be revisited
if Xpress's business grew, and that the remedies for
future imbalances proposed by Woodland were "appropriate
and consistent with reasonable industry standards ...."
Given these findings, the arbitration awards did not
"directly contradict the language of the agreement,
" Am. Fed'n of State, Cty., & Mun. Emps.,
Council 93 v. City of Portland, 675 A.2d 100, 102 (Me.
1996), and did not constitute a "manifest
disregard" for the terms of the agreement, Me. State
Emps. Ass'n v. Me. Dep't of Def & Veterans'
Servs., 436 A.2d 394, 397 (Me. 1981) ("[I]n light
of the reservations contained in [the agreement] and the lack
of any clear or express language addressing the instant issue
... we cannot conclude that the arbitrator's decision
exhibits a 'manifest disregard' for the terms of the
Xpress's remaining contentions on appeal are not
persuasive and we do not address them further.