United States Court of Appeals
                      For the First Circuit


Nos. 18-2057
     18-2181

               GIOVANNI LANZA and MARIANTONIA LANZA,

                      Plaintiffs, Appellants,

                                v.

        FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA),

                       Defendant, Appellee.


          APPEALS FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF MASSACHUSETTS

           [Hon. Patti B. Saris, U.S. District Judge]


                              Before

                     Lynch, Selya, and Barron,
                          Circuit Judges.


     Robert D. Loventhal on brief for appellants.
     Ian D. Roffman, Melanie L. Todman, Nutter, McClennen & Fish
LLP, and Terri L. Reicher, Office of General Counsel, on brief for
appellee.


                          March 24, 2020
          SELYA, Circuit Judge.            Entering their golden years,

Giovanni and Mariantonia Lanza, a married couple, found themselves

involved in a dispute with their quondam stockbroker over the

handling of their brokerage accounts.           After submission of the

dispute to the Financial Industry Regulatory Authority (FINRA) for

arbitration,    a   panel   of   arbitrators   summarily   dismissed   the

Lanzas' claims.     Chafing at the lack of an explained decision, the

Lanzas unsuccessfully sued FINRA in the federal district court.

They now appeal.

          In this court — as below — the Lanzas contend that the

arbitrators' failure to issue an explained decision violated the

covenant of good faith and fair dealing implied under Massachusetts

law.   Concluding, as we do, that the Lanzas' complaint fails to

state a plausible claim for breach of the implied covenant, we

affirm.

I. BACKGROUND

          We briefly rehearse the events leading up to this appeal.

Because the district court's dispositive ruling was on a motion to

dismiss under Federal Rule of Civil Procedure 12(b)(6), we draw

the facts from the complaint and its attachments.            See Katz v.

Pershing, LLC, 

, 69 (1st Cir. 2012).

          The Lanzas are both retired professors.            FINRA is a

private entity that monitors the relationship between financial

services companies and consumers.          Of particular pertinence for


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present      purposes,     FINRA's      Office       of   Dispute   Resolution     (ODR)

settles       financial    and    business       disputes      through   arbitrations

administered      pursuant       to    FINRA's       bylaws,   rules,    and    Code   of

Arbitration Procedure (the FINRA Code).

               Beginning    in    2006,       the    Lanzas    maintained      brokerage

accounts with a securities firm, Ameriprise Financial Services,

Inc. (Ameriprise).         Richard Ewing, an Ameriprise broker, oversaw

these accounts.       The relationship soured in 2014, when the Lanzas

came to believe their accounts had been mismanaged.                            They then

terminated the relationship and sued Ameriprise and Ewing in the

United States District Court for the District of Massachusetts.

               This   initial         suit    was     short-lived.        The     Lanzas

previously had agreed to resolve any dispute with Ameriprise

through arbitration, and their suit came within the scope of the

arbitration clause.         Faced with this reality, the Lanzas consented

to the dismissal of their suit, albeit without prejudice.                           They

subsequently submitted their claims for arbitration by FINRA's

ODR.1       The Lanzas' claims comprised an array of tort and contract

claims, as well as claims alleging violations of federal and state

securities laws.




        1
       The Lanzas originally sought arbitration only against Ewing
and reached a tentative settlement through mediation. When Ewing
refused to honor the terms of the settlement, the Lanzas
reconfigured their arbitration claims to encompass both Ewing and
Ameriprise.


                                             - 3 -
            When   filing     their    claims,         the    Lanzas   signed   an

arbitration submission agreement, which acknowledged that they

were submitting their dispute for "arbitration in accordance with

the FINRA By-Laws, Rules, and Code of Arbitration Procedure." They

also acknowledged that they (or their representatives) had "read

the procedures and rules of FINRA relating to arbitration" and

agreed "to be bound by these procedures and rules."

            Prior to the scheduled arbitration hearing, the Lanzas

settled their claims against Ewing.             As to their remaining claims

against Ameriprise, they requested that the arbitrators issue an

"explained decision" delineating the reasoning underlying any

arbitral award.     Ameriprise did not join this request.

            In   December    of   2017,    a    panel    of    three   arbitrators

conducted   a    three-day   hearing      on    the    Lanzas'    claims   against

Ameriprise.      In due course, the panel issued a written decision

summarily dismissing the Lanzas' claims.                 The panel stated only

that the Lanzas had failed either to "sustain their burden of

proving" any of their claims or to "establish any damages by any

competent or credible evidence."               The panel offered no further

elucidation of its decision.          Its refusal to issue an explained

decision    comported   with      FINRA    Code       Rule    12904(g)(1),   which




                                      - 4 -
requires FINRA arbitrators to issue such a decision only upon the

joint request of all parties to the arbitration.2

           After an unsuccessful attempt to secure the arbitrators'

reasoning, the Lanzas again repaired to the federal district court

and instituted a new proceeding: a breach-of-contract suit against

FINRA. The Lanzas alleged that the arbitrators' failure to provide

an explained decision amounted to a breach of contract on FINRA's

part.3   Specifically, they alleged a breach of the implied covenant

of good faith and fair dealing inherent in every contract under

state law.     See, e.g., Ayash v. Dana-Farber Cancer Inst., 

, 683 (Mass. 2005).

           As relevant here, FINRA moved to dismiss the complaint,

pursuant to Rule 12(b)(6), for failure to state a claim upon which

relief could be granted. The district court granted FINRA's motion

to dismiss on two independently sufficient grounds.       First, it

held that arbitral immunity protected FINRA from liability.     See

Lanza v. FINRA, 

, 16 (D. Mass. 2018).     Second,

it held that, in all events, the Lanzas had failed to state a




     2 The Lanzas' district court complaint alludes to FINRA Code
Rule 13904, which applies only to industry disputes. Rule 12904,
which otherwise is identical to Rule 13904, applies to consumer
disputes. On appeal, the Lanzas refer only to Rule 12904, and we
treat their earlier reference to Rule 13904 as a scrivener's error.
     3 Although the complaint is not a model of clarity, the

contract upon which the Lanzas rely is apparently the arbitration
submission agreement. FINRA and the Lanzas are among the parties
to that agreement.


                                - 5 -
plausible claim for breach of the implied covenant of good faith

and fair dealing.      See

    The Lanzas moved for

reconsideration and subsequently filed a notice of appeal.    After

the district court denied reconsideration, they filed a second

notice of appeal.

II. ANALYSIS

          We review de novo a district court's decision to grant

a motion to dismiss under Rule 12(b)(6).     See González v. Vélez,

, 50 (1st Cir. 2017).    In undertaking this review, "we

accept as true all well-pleaded facts alleged in the complaint and

draw all reasonable inferences therefrom in the pleader's favor."

Nystedt v. Nigro, 

, 30 (1st Cir. 2012) (quoting Santiago

v. Puerto Rico, 

, 72 (1st Cir. 2011)).      Generally, a

complaint need only contain "a short and plain statement of the

claim showing that the pleader is entitled to relief."      Fed. R.

Civ. P. 8(a)(2).    Although a complaint need not include exhaustive

factual allegations, "it must nonetheless 'contain sufficient

factual matter, accepted as true, to state a claim to relief that

is plausible on its face.'"      SEC v. Tambone, 

, 442

(1st Cir. 2010) (en banc) (quoting Ashcroft v. Iqbal, 

, 678 (2009)).     If the factual allegations set forth in the

complaint "are too meager, vague, or conclusory to remove the

possibility of relief from the realm of mere conjecture, the

complaint is open to dismissal."

-
           When   filing    suit,   the       Lanzas    invoked   the   district

court's diversity jurisdiction.4              See 28 U.S.C. § 1332(a)(1).

Accordingly, state law supplies the substantive rules of decision.

See Erie R.R. Co. v. Tompkins, 

, 78 (1938); Zeigler v.

Rater, 

, 392 (1st Cir. 2019).                The district court —

noting   that   the    Lanzas   lived    in       Massachusetts   and   that   the

arbitration     took    place    there        —     reasonably    assumed      that

Massachusetts law governed the Lanzas' breach of contract claim.

See 

n.4.                On appeal, the parties do

not contest this choice of law.                   Consequently, we accept the

parties' implicit agreement that Massachusetts law controls.                   See

Borden v. Paul Revere Life Ins. Co., 

, 375 (1st Cir.

1991) (explaining that courts may eschew independent choice-of-

law analysis and accept parties' reasonable agreement about which

state's law governs).

           Before us, the Lanzas pursue two lines of attack. First,

they assail the district court's conclusion that arbitral immunity

shields FINRA from suit.        Second, they quarrel with the court's

conclusion that their complaint fails to state a plausible claim

for breach of the implied covenant of good faith and fair dealing.


     4 The record is less than precise as to the jurisdictional
facts. We are able to glean, though, that FINRA is incorporated
in Delaware and is said to be a citizen of New York (allegedly
"headquartered" in New York and/or Washington D.C.). Since the
Lanzas are apparently citizens of either Massachusetts or New
Hampshire (they have homes in both places), diversity is complete.


                                    - 7 -
           We start with the Lanzas' contention that the district

court erroneously permitted FINRA to take refuge in the doctrine

of arbitral immunity.      Because the role of an arbitrator is

functionally equivalent to that of a judge, courts (including this

court)   consistently   have   extended   quasi-judicial   immunity   to

arbitrators and organizations that sponsor arbitrations.          See,

e.g., Pfannenstiel v. Merrill Lynch, Pierce, Fenner & Smith, 

, 1158-60 (10th Cir. 2007); Int'l Med. Grp., Inc. v. Am.

Arbitration Ass'n, 

, 843-44 (7th Cir. 2002); New Eng.

Cleaning Servs., Inc. v. Am. Arbitration Ass'n, 

, 545-

46 (1st Cir. 1999); Olson v. Nat'l Ass'n of Sec. Dealers, 

, 382-83 (8th Cir. 1996).     The purpose of this immunity is to

"protect decision-makers from undue influence and protect the

decision-making process from reprisals by dissatisfied litigants."

New Eng. Cleaning 

.

           In general terms, arbitral immunity covers "all acts

within the scope of the arbitral process."

85

F.3d at 383).   A sponsoring entity's immunity ordinarily "extends

to the administrative tasks it performs, insofar as these are

integrally related to the arbitration."

tasks

that we have recognized as "sufficiently related to the arbitration

to be protected by immunity" include choosing an arbitrator,

scheduling a hearing, and billing for services.

-
            Although the protective carapace created by the doctrine

of arbitral immunity is sturdy, it is not impervious to all

incursions.       For example, arbitral immunity does not extend to

actions     taken     in     the    absence       of    any     colorable     claim     of

jurisdiction.        Cf. 

.                    So, too, we doubt

that such immunity would afford shelter to an arbitrator who, say,

decided a matter after accepting a bribe.                        Cf. 9 U.S.C. § 10

(providing that court may vacate arbitral award procured by fraud,

corruption, partiality, or other misconduct on arbitrator's part).

More   to   the     point,    arbitral     immunity        is    an    awkward   fit    in

situations    —     like     this   one    —    in     which    it    is   alleged    that

arbitrators (or an entity that stands in the shoes of arbitrators)

have broken a contractual promise.                   Cf. Caudle v. Am. Arbitration

Ass'n, 

, 922 (7th Cir. 2000) (suggesting that issue

may be whether arbitrators and organizing bodies are real parties

in interest, not whether immunity applies).                          Here, however, we

need not pursue the limits of the doctrine of arbitral immunity

because the district court has identified an alternative basis for

dismissing the underlying action — a basis that, by itself,

suffices to resolve this appeal.

            This     brings    us    to   the     district      court's     alternative

holding:     that even apart from arbitral immunity, the complaint

failed to state a claim upon which relief could be granted.                            See

-17.               The baseline is familiar.             Under


                                          - 9 -
Massachusetts law, every contract "is subject, to some extent, to

an implied covenant of good faith and fair dealing."                  

.     This implied covenant provides "that neither party

shall do anything which will have the effect of destroying or

injuring the right of the other party to receive the fruits of the

contract." A.L. Prime Energy Consultant, Inc. v. Mass. Bay Transp.

Auth.,   

,   560   (Mass.     2018)    (quoting    Weiler    v.

PortfolioScope, Inc., 

, 361 (Mass. 2014)).                 A breach

of the implied covenant "occurs when one party violates the

reasonable expectations of the other."

12

N.E.3d at 362).

              It is clear beyond hope of contradiction that the implied

covenant of good faith and fair dealing "does not create rights or

duties beyond those the parties agreed to when they entered into

the contract."      Bos. Med. Ctr. Corp. v. Sec'y of Exec. Office of

Health & Human Servs., 

, 1126-27 (Mass. 2012)

(quoting Curtis v. Herb Chambers I-95, Inc., 

, 419

(Mass.   2011)).        Similarly,    it   is   clear    that   a   party   cannot

weaponize the implied covenant in a manner that contradicts the

plain terms of a contract.        See

breach of implied

covenant when contract specified reimbursement rates and defendant

refused to pay more).

              In the case at hand, the Lanzas concede — as they must

— that FINRA Code Rule 12904(g)(1) requires an arbitrator to render


                                      - 10 -
an explained decision only upon the joint request of all parties.

Attempting to avoid the obvious implications of this rule, the

Lanzas pivot to Rule 12904(f).   The latter rule provides that an

arbitration award "may contain a rationale underlying the award."

This rule, the Lanzas say, engendered a reasonable expectation

that the arbitrators would exercise their discretion to issue an

explained decision.   Elsewise, they would be unable to understand

the basis for (and, by extension, appeal) the award.5

          We conclude that these allegations are insufficient to

state a plausible claim that FINRA breached the implied covenant.

Rule 12904(f) must be read as part of the FINRA rules as a whole,

not in some sort of splendid isolation.   And at any rate, the word

"may" is permissive, not mandatory.       To cinch the matter, any

expectation that the arbitrators would issue an explained decision

upon the Lanzas' unilateral request was unreasonable in light of

the express provisions of the FINRA Code.    Although Rule 12904(f)

affords arbitrators discretion to issue an explained decision at

the request of a single party, Rule 12904(g)(1) makes it abundantly




     5The Lanzas' argument that the arbitrators' failure to render
a reasoned decision resulted in a "complete loss of [their]
statutory appellate rights" is incorrect. Nothing in either the
Federal Arbitration Act or Massachusetts law prevents the Lanzas
from seeking judicial review of FINRA's arbitration award
notwithstanding the absence of an explained decision. See Federal
Arbitration Act, 9 U.S.C. §§ 1-16; Uniform Arbitration Act for
Commercial Disputes, Mass. Gen. Laws ch. 251, §§ 1-19.


                              - 11 -
clear that they are required to do so if — and only if — an

explained decision is requested by all parties.

          Refined   to   bare    essence,   the   Lanzas'   argument   is

essentially an attempt to rewrite the FINRA rules and add a new

contractual obligation:    the duty to issue an explained decision

upon the unilateral request of a single party.       When they executed

the   arbitration   submission     agreement,     though,   the   Lanzas

acknowledged that the FINRA Code and the accompanying rules were

part and parcel of the agreement to arbitrate.        The construction

of the arbitration agreement espoused by the Lanzas directly

contradicts the express terms of Rule 12904(g)(1) and, therefore,

exceeds the reach of the implied covenant.         See Bos. Med. 

.

          To say more would be pointless. The scope of the implied

covenant of good faith and fair dealing "is only as broad as the

contract that governs the particular relationship."          

.   Here, the Lanzas agreed to be bound by the FINRA

Code, and that Code requires an explained decision only upon the

joint request of all parties.6     Consequently, the Lanzas have not


      6For the sake of completeness, we add that the result — a
summary decision in an arbitration proceeding — is not out of the
ordinary. Absent a statutory directive or a binding contractual
commitment — and none pertain here — it is typical that arbitrators
are not required to furnish a reasoned decision for an arbitration
award. See United Steelworkers v. Enter. Wheel & Car Corp., 

, 598 (1960) ("Arbitrators have no obligation . . . to
give their reasons for an award."); Zayas v. Bacardi Corp., 524


                                 - 12 -
plausibly alleged a breach of the implied covenant, and the

district court appropriately dismissed their complaint for failure

to state a claim under Rule 12(b)(6).

III. CONCLUSION

            We need go no further. For the reasons elucidated above,

the judgment of the district court is



Affirmed.




F.3d 65, 70 (1st Cir. 2008) ("Although arbitrators frequently elect
to explain their decisions in written opinions, they are under no
compulsion to do so.").


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