MEMORANDUM OPINION

ROBINSON, District Judge.

I. PROCEDURAL BACKGROUND

Pending before the court are multiple motions filed by the parties following an 18 month-long arbitration. Roquette Freres, S.A. ("Roquette") is a French corporation with its principal place of business in Lestrem, France. Solazyme, Inc. ("Solazyme") is a Delaware corporation with its principal place of business in South San Francisco, California. The court has jurisdiction pursuant to 28 U.S.C. § 1332.

(Civ. No. 14-1442, D.I. 1) Roquette filed a second declaratory judgment action in which it asserted

(Civ. No. 15-125, D.I. 1) The two actions were thereafter consolidated, with all future filings being filed only in the lead, first-filed case. (Civ. No. 14-1442, D.I. 14; Civ. No. 15-125, D.I. 5)1

Solazyme's answer to Roquette's consolidated allegations included a counterclaim for confirmation of the arbitration award pursuant to 9 U.S.C. § 207, as well as counterclaims asserting trade secret misappropriation and breach of contract (D.I. 15). This pleading was followed by the filing of seven motions: (1) Solazyme's motion for an order confirming the arbitration award (D.I. 16); (2) Solazyme's motion for a preliminary injunction (D.I. 26); (3) Roquette's motion for summary judgment granting declaratory relief in its first declaratory judgment action (D.I. 43); (4) Roquette's motion for summary judgment granting declaratory relief in its second declaratory judgment action (D.I. 47); (5) Roquette's motion for an order vacating the arbitration award (D.I. 52); (6) Roquette's motion for summary judgment for failure to identify trade secrets (D.I. 106); and Roquette's motion for summary judgment of Solazyme's claim for misappropriation of trade secrets (D.I. 110). Oral argument was heard on July 28, 2015.

II. FACTUAL BACKGROUND

Roquette and Solazyme were parties to a Joint Venture Operating Agreement dated November 3, 2010 (the "JVOA") in which they formed a joint venture called Solazyme Roquette Nutritionals, LLC ("SRN" or the "Joint Venture"). According to the JVOA, SRN was established for the purpose of "the research and development, manufacture, distribution, sales, marketing and support" of products made with "microalgae-containing and microalgae-derived substances" as ingredients for use in human foods and beverages, nutraceuticals, and animal feeds. (D.I. 36, ex. B at § 2.2 and ex. A at 4 and 7) The SRN joint venture was owned 50/50 by each of its two members.

As described in the JVOA, Roquette is a "global producer of starch and starch-based derivatives with expertise in the research, development, manufacture and sale of bio-products and the provision of related marketing, distribution, technical and administrative services, and Roquette also possesses certain intellectual property that could be used or useful in the development and production of products in the Field...." (Id. at 1) Solazyme was described as "a renewable oil and bio-products company with certain intellectual property in the area of algal biotechnology that could be used or useful in the development and production of products in the Field." (Id.)

By 2013, "it became clear to the Parties that SRN was to dissolve" and "a dispute arose as to the proper assignment of SRN's intellectual property. Pursuant to the JVOA, the parties submitted to arbitration to resolve the dispute." (D.I.15, ¶ 27) The parties served simultaneous arbitration demands on September 24, 2013. With both parties citing to § 21.1 of the JVOA,

(D.I. 15, ¶ 28)

The arbitral hearing commenced on September 25, 2014, and concluded on October 2, 2014. The parties and the three arbitrators ("the Panel") agreed at the conclusion of the hearing to the simultaneous serving of post-hearing briefs on October 23, 2014, and to keeping the hearing open until the Panel had "gotten the briefs."2 (D.I. 18, ex. BB at 1363) If the Panel "had further [specific] questions, there was a potential for a second round of follow-up briefing." (Id., ex. BB at 1366) In response to the Panel's query about the level of detail the parties expected, counsel indicated that Roquette expected a "reasoned award," i.e., an award that provided "a reason" with "[t]he same detail as when we tell you the extent of the know-how." (Id., ex. BB at 1364-65)

The Panel subsequently notified the parties that the conclusion of the arbitration hearing would instead take place on November 3, 2014, to accommodate travel abroad by one of the arbitrators. (D.I. 45, ex. 3) According to Roquette, the deadline for filing a decision was 15 days later, or November 18, 2014. (D.I. 44 at 2) On November 17, 2014, the Panel issued an Order which invited a further motion practice on two issues, the award of attorney fees and "newly discovered additional patent applications relating to the Joint Venture;" such motions were to be filed by December 1, 2014. (D.I. 18, ex. P) By letter dated November 26, 2014, Roquette objected to said order and to the fact that no decision had issued within the required 15-day period. (Id., ex. Q) Roquette's objection was overruled. (Id., ex. S) Solazyme filed its motion regarding fees and further evidence on December 1, 2014. (Id., ex. T) In response, Roquette maintained its objection to the jurisdiction of the Panel to resolve the parties' dispute, which objection was, again, overruled. (Id., exs. U, V) By order dated February 10, 2015, the Panel directed Solazyme to identify for the Panel "all of the presently known patent applications filed by Roquette which Solazyme contends constitutes improvements to its intellectual property and/or were based upon work done using Solazyme microalgal strain and based upon Solazyme's pre-SRN know[-]how." (Id., ex. X) Also by order dated February 10, 2015, the Panel closed the hearing. (Id., ex. Y) The Panel's decision ("the Award") issued on February 19, 2015. (Id., ex. A) The Panel awarded to Solazyme "[a]ll of the patent applications currently assigned to SRN," as well as "[a]ll of SRN's know-how related to the production of the SRN products" with certain identified properties. The Panel also awarded to Solazyme "[a]ll Roquette patent applications filed on or after November 3, 2010 relating to microalgal foods, microalgal food ingredients, and microalgal nutritionals, as well as all methods relating to making and using the same, including but not limited to those" patents listed by the Panel. (Id., ex. A at 33-35) Roquette objects to the Award on a number of grounds.

II. ANALYSIS

A. Arbitration Proceedings

1. Applicable law

Section 22.3(b) of the JVOA provides in relevant part as follows:

(D.I. 36, ex. B at 53) Section 23.8 provides that the JVOA "shall be governed and construed in accordance with the laws of the State of Delaware...." (Id. at 55)

Roquette maintains that the laws of the State of Delaware control not only the substantive legal issues (i.e., interpretation of the parties' contract), but the standard of review relating to the arbitration proceeding itself. Solazyme argues that the arbitration award should be reviewed under the Federal Arbitration Act, 9 U.S.C. § 1, et seq. As with most issues, the answer is not incontrovertible.

Although the JVOA makes a distinction between the procedural and substantive aspects of the agreement, both § 22.3(b) ("any arbitration proceeding shall be conducted according to the laws of the State of Delaware") and § 23.8 (the agreement between the parties "shall be governed and construed in accordance with the laws of the State of Delaware") refer to Delaware law. (Id. at 53, 55) However, the applicable Delaware statute itself indicates that the JVOA was not crafted with Delaware law in mind. More specifically, 10 Del. C. § 5701 provides that "[a] written agreement to submit to arbitration any controversy existing at or arising after the effective date of the agreement is valid, enforceable and irrevocable, ... and confers jurisdiction on the Chancery Court of the State to enforce it and to enter judgment on an award." Section 5702(a) provides that "[t]he making of an agreement described in § 5701 of this title specifically referencing the Delaware Uniform Arbitration Act [§ 5701 et seq. of this title] and the parties' desire to have it apply to their agreement confers jurisdiction on" the Court of Chancery of the State of Delaware "to enforce the agreement." (Emphasis added) Section 5702(c) provides that, "[u]nless an arbitration agreement complies with the standard set forth in subsection (a) of this section for the applicability of the Delaware Uniform Arbitration Act, any application to the Court of Chancery to ... vacate or enforce an arbitrator's award shall be decided by the Court of Chancery in conformity with the Federal Arbitration Act [9 U.S.C. § 1 et seq.], and such general principles of law and equity as are not inconsistent with that Act In such cases, the other provision of this Delaware Uniform Arbitration Act are without standing...." (Emphasis added)

Clearly, the JVOA does not "specifically" reference the Delaware Uniform Arbitration Act and, indeed, Roquette (the proponent of such) did not file its declaratory judgment action to vacate the arbitration award in the Court of Chancery, as contemplated by the Delaware statute. Consistent with Delaware law, then, absent compliance with § 5702(a), the Federal Arbitration Act ("the Act") applies pursuant to § 5702(c).

2. Standard of review3

Under the Act, a court's function in reviewing a commercial arbitration award is "narrow in the extreme" and is "extremely deferential." Amalgamated Meat Cutters v. Cross Bros. Meat Packers, Inc., 518 F.2d 1113, 1121 (3d Cir.1975); Dluhos v. Strasberg, 321 F.3d 365, 370 (3d Cir.2003). Indeed, the Act's "exclusive regimes for the review" of such an award are confined to §§ 10 and 11 of the Act. Hall St. Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576, 590, 128 S.Ct. 1396, 170 L.Ed.2d 254 (2008). This deferential standard of review has been explained as follows: "[W]hen parties agree to resolve their disputes before an arbitrator without involving the courts, the courts will enforce the bargains implicit in such agreements by enforcing arbitration awards absent a reason to doubt the authority or integrity of the arbitral forum." Sutter v. Oxford Health Plans LLC, 675 F.3d 215, 219 (3d Cir.2012) (citing Mattel, 552 U.S. at 586, 128 S.Ct. 1396). Roquette does not question the integrity of the Panel. Therefore, the pending motion to vacate must be reviewed pursuant to § 10(a)(4) of the Act, which provides that an award may be vacated "where the arbitrators exceeded their powers, or so imperfectly executed them that a mutual, final, and definite award upon the subject matter submitted was not made." 9 U.S.C. § 10(a)(4).

The Third Circuit has recognized that an arbitration agreement "may place limits upon the arbitrator's powers that are enforceable by the courts.... An arbitrator oversteps these limits, and subjects his award to judicial vacatur under § 10(a)(4)...." Sutter, 675 F.3d at 219. Put another way,

Id. at 220 (quoting Stolt-Nielsen S.A. v. AnimalFeeds International Corp., 559 U.S. 662, 671, 130 S.Ct. 1758, 176 L.Ed.2d 605 (2010)). In sum, a court should uphold an arbitration award that "`draws its essence'" from the contract, because "`the parties have bargained for the arbitrator's decision, [and] `it is the abitrator's view of the facts and of the meaning of the contract that they have agreed to accept.'" The Major League Umpires Assoc. v. The American League of Professional Baseball Clubs, 357 F.3d 272, 280 (3d Cir.2004) (citations omitted). "`An award may fairly be said to `draw [] its essence from the... agreement if the interpretation can in any rational way be derived from the agreement, viewed in light of its language, its context, and any other indicia of the parties' intention.'" Id. (citations omitted) (emphasis in original).

The question before the court, therefore, is whether the Panel, in its Award, demonstrates "manifest disregard" for the JVOA. "Manifest disregard for the [JVOA] is established when the [Panel's] award is `totally unsupported by principles of contract construction.'" Id. (citations omitted).

3. Discussion

a. 15-day limit

Roquette argues in connection with its motion for summary judgment filed in the first declaratory judgment action that the Panel did not have jurisdiction to make the Award because the Panel violated the 15-day limit to do so under the JVOA. In this regard, although Roquette does not dispute that it agreed to keep the hearing open until post-trial briefs were submitted (due on November 3, 2014), Roquette maintains that keeping the hearing open for receipt of new material to accommodate the Panel's February 19, 2015 award is violative of the JVOA.

Section 22.3(b) requires the arbitration award to be made within 15 days "after the conclusion of the arbitration hearing." The Panel, in its Award, spent considerable time justifying the process it embraced, citing to the "CPR Arbitration Rules"4 to support its logic: (1) the Panel had the "power to hear and determine challenges to jurisdiction;" (2) the Panel had the authority to "conduct the arbitration in such manner as it [deemed] appropriate; (3) the Panel, "in its discretion," could "require the parties to produce evidence in addition to that initially offered," and (4) the Panel "shall interpret and apply these Rules insofar as they relate to the [Panel's] powers and duties." (D.I. 18, ex. A at 6-7, citing CPR Arbitration Rules 8.1, 9.1, 12.3, and 22) According to the Panel, then, it had the discretion to determine when the hearing was concluded in order to pull the trigger on the 15-day deadline.

The Third Circuit, following Supreme Court precedent, has held that "`[p]rocedural questions which grow out of the dispute and bear on its final disposition are presumptively not for the judge, but for an arbitrator, to decide,' as are `allegation[s] of waiver, delay, or a like defense to arbitrability.'" Puleo v. Chase Bank USA, N.A., 605 F.3d 172, 179 (3d Cir.2010) (quoting Howsam v. Dean Witter Reynolds, Inc., 537 U.S. 79, 84, 123 S.Ct. 588, 154 L.Ed.2d 491 (2002)). Given the broad language of the CPR Rules, and the deference given to arbitrators vis a vis the procedure they follow, the court concludes that the Panel's interpretation of the JVOA's 15-day limit can rationally be derived from "the agreement, viewed in light of its language, its context, and ... other indicia of the parties' intention." Major League, 357 F.3d at 280.

b. Cross-motions to confirm/vacate

Roquette offers four reasons to vacate the Award at issue: (1) the Panel proceeded in manifest disregard of established Delaware law when it considered extrinsic evidence in connection with an unambiguous contract; (2) the Panel exceeded its powers when it considered a material transfer agreement rather than confining its review to the JVOA; (3) the Award violates public policy; and (4) the Panel dispensed its "own brand of industrial justice." Although somewhat overlapping, the court will address each in turn.

(1) Review of extrinsic evidence

As described by the Panel, the principal issue in the arbitration was "the disposition of Intellectual Property owned by SRN upon its dissolution." (D.I. 18, ex. A at 21) In resolving that issue, the Panel reviewed the language of the JVOA as it related to the parties' intellectual property. Specifically, § 21.1(c) of the JVOA provides that, "[u]pon dissolution of the Company, the intangible assets of the Company... shall be treated as follows:"5

(D.I. 36, ex. B at 51) Consistent with the language above, the word "improvements" was not a defined term in the JVOA. The Panel, therefore, referred to the definition of "improvements" found in the parties' respective license agreements:

(D.I. 36, exs. C and D, § 1.15) In this regard, Roquette argued that it was inappropriate to look to the definition of Improvements in the Solazyme License Agreement because it was not specifically mentioned in § 23.15 of the JVOA. And, indeed, that is the case; however, the Solazyme License Agreement is virtually identical to the Roquette License Agreement and both were included as exhibits to the JVOA and referred to on the signature page of the JVOA. (Id. ex. B at 58 and ex. C)

In connection with § 21.1(c) of the JVOA, "[e]ach party had an expert who opined on whether the Intellectual Property it had brought to [SRN] was improved upon." (D.I. 18, ex. A at 28) The Panel found the expert for Solazyme to be the more persuasive and credible. (Id.) It is clear to the court that the Panel had to review extrinsic evidence to resolve this issue and, therefore, finds no reason to vacate on that basis.

(2) Material transfer agreement

Roquette also argues that the Panel exceeded its powers when it referred in the Award to a certain material transfer agreement ("the MTA"):

(Id. ex. A at 14-15) The MTA was entered into before the parties executed the JVOA and provides for separate remedies under the laws of the State of New York. (D.I. 81, ex. 1) Importantly, it is not mentioned in § 23.15 of the JVOA6 and not attached to the JVOA, as were the other agreements therein mentioned. (D.I. 36, ex. B at SOLAZYME-00143373-76) Nevertheless, the Panel found that Roquette had breached § 3.3 of the MTA "and that the so-called shadow patent applications filed by Roquette and ail patents that may be subsequently issued, and the related know-how, now the property of Roquette, belong to Solazyme and must be assigned by Roquette to Solazyme." (D.I. 18, ex. A at 31)

The court concludes that the Panel did not exceed its authority in reviewing the MTA in connection with its task of determining whether improvements were made to Solazyme's intellectual property, pursuant to § 21.1(c)(i) of the JVOA, as the MTA shed light on that issue. The court will discuss infra whether the Panel's substantive ruling on the MTA impacts the confirmability of the Award.

(3) Public policy

As noted above, the Panel concluded that "the improvement to the Intellectual Property at issue are the property of Solazyme," and "that Roquette is presently attempting to patent intellectual property in its own name and marketing products that are based upon intellectual property and products that Solazyme contributed to" SRN. (D.I. 18, ex. A at 30) Therefore, Solazyme was "entitled to be assigned all of the improvements SRN made to Solazyme's intellectual property." This general conclusion is properly within the scope of the Panel's charge under the JVOA. In more specifically defining what "improvements" were to be assigned, the Panel identified the following: (1) "[a]ll of the patent applications currently assigned to SRN;" (2) "[a]ll of SRN's know-how related to the production of the SRN products, including all know-how related to the production of whole cell microalgal products with" certain enumerated properties; and (3) "[a]ll Roquette patent applications filed on or after November 3, 2010 relating to microalgal foods, microalgal food ingredients, and microalgal nutritionals, as well as all methods relating to making and using the same, including but not limited to those listed" in several tables attached to the Award. (D.I. 18, ex. A at 33-35)

Roquette challenges the Award as being so broad as to "curtail Roquette's ability to compete in the manufacture or sale" of all microalgal food products, in effect granting Solazyme monopoly power in the microalgal food market and violating the public policy against monopolization. (D.I. 53 at 15) Solazyme's response is two-fold: (1) there is no authority which stands for the proposition that a commercial arbitration award may be vacated on public policy grounds; and (2) the breadth of the relief awarded by the Panel is due to Roquette's own failure to comply with the discovery ordered by the Panel; i.e., "[b]ecause Roquette refused to provide any discovery, the Panel was left with no way to delineate between the patent applications to which Solazyme was entitled (because they represented improvements to the intellectual property Solazyme contributed to SRN) and any patent applications that Roquette was entitled to retain." (D.I. 67 at 13)

There is no case law directly on point. And, indeed, it is not surprising that Roquette's public policy argument has either not been presented or has not prevailed in the context at bar, when commercial arbitration awards are reviewed with great deference and patents constitute exceptions to the general rule against monopolies. The court declines to create case law out of whole cloth under the circumstances at bar.

(4) Industrial justice

Roquette's final argument is that, by acting outside the scope of its contractually delegated authority, the Panel exceeded its authority and dispensed its own brand of industrial justice. See Newark Morning Ledger Co. v. Newark Typographical Union, Local 103, 797 F.2d 162, 165 (3d Cir. 1986); Pa. Power Co. v. Local Union #272 of the Int'l Bhd. of Elec. Workers, 886 F.2d 46, 49-51 (3d Cir.1989). Although the court has concluded that the Panel exceeded its authority by substantively reviewing the MTA and finding a breach thereof, it is not clear whether the Panel exacerbated that conduct by using the breach as a basis for the broad relief granted to Solazyme, and/or whether the relief itself is so broad as to be outside the scope contemplated by the JVOA.

The JVOA is a complicated contract, written to accommodate the sharing of highly confidential, technical information between two potential competitors. In broad strokes, the JVOA imposed rigorous confidentiality obligations on the parties in § 17.1, recited in relevant part as follows:

(D.I. 36, ex. B at § 17.1) (emphasis added) Each party contributed to SRN certain "Licensed Intellectual Property" via the license agreements. (D.I. 36, exs. C and D) Consistent with the definition of "Intellectual Property" provided in the respective license agreements, "Licensed Intellectual Property" included, inter alia, patents and know-how. (See id. ex. B at SOLA2YME_00143358; ex. C at § 1.16, 1.18) "Know-How" was defined as

(Id. ex. C at § 1.17) (emphasis added) With respect to each party's "Know-How," the license agreements provided that, e.g., "Solazyme Know-How" shall mean "all Know-How Controlled by Solazyme on or before the Accumulation Termination Date that is necessary or useful to the research and development, Manufacture, distribution, sales, marketing and/or support of Products and corresponding Services in the Field." (Id. ex. C at § 1.30)

Although the JVOA is somewhat circular in its language, the goal of the JVOA is apparent and logical. If a party contributed intellectual property (patents or know-how) to the joint venture, that party should be the one who benefits from the improvements thereto if the joint venture was terminated; otherwise, the other party would get a windfall (not only access to confidential information, but the benefit of improvements to such). Right or wrong, the Panel determined that (1) "the improvements to the Intellectual Property at issue are the property of Solazyme," and (2) § 23.1(c)(i), not § 23.1 (c)(iii) (as Roquette argued), was the operative provision of the JVOA upon which to base the Award. As far as the court can tell from the record, Roquette was given its bargained-for opportunity to demonstrate that the know-how it used in connection with its patent applications was its own or publicly available, but failed to participate in this aspect of the arbitration proceeding. Therefore, although the relief granted in the Award is broad in scope, the court concludes that the Panel did not exceed its authority in this regard, nor did the Panel base the Award (to any determined extent) on the breach of the MTA.

4. Conclusion

Consistent with the above reasoning, the court confirms the Award. More specifically, the court grants Solazyme's motion for an order to confirm the Award and denies Roquette's motion for an order to vacate the Award, as well as Roquette's motions for summary judgment as to its declaratory judgment actions. Judgment shall be entered accordingly.

B. Misappropriation of Solazyme's Trade Secrets

Which leaves the court with the tangle of motions relating to Solazyme's counterclaim. The record indicates that Solazyme filed a motion for a preliminary injunction only because Roquette refused to comply with the Award and continued to claim it had "ownership rights to the products, manufacturing capacity, and the head start that manufacturing capacity provides." (D.I. 27 at 3) Roquette responded with two motions for summary judgment, one based on Solazyme's "failure to identify trade secrets" and one based on several interrelated novel theories which cannot be summarized easily. Quite frankly, the court is not confident that these motions are either necessary (in the case of Solazyme's motion for injunctive relief) or appropriate (in the case of Roquette's motions), given the court's understanding that the trade secrets at issue in Solazyme's counterclaim are the same trade secrets ("know-how") addressed by the Panel in the Award, and the Award has now been confirmed and judgment entered. As noted above, these parties entered into a contract by which they agreed to resolve the distribution of SRN's assets (including intangible assets like trade secrets) through arbitration. Although the court recognizes that Roquette (viewed in the most charitable light) lost confidence in the arbitration process and stopped participating as a result, nevertheless, the identification and disposition of such assets as the parties' respective trade secrets was within the scope of the arbitration and was addressed (even if addressed incorrectly).7 The court will not decide these pending motions until the parties identify what issues, if any, remain for resolution after judgment is entered on the Award.

IV. CONCLUSION

For the reasons stated, Solazyme's motion for an order confirming the Award (D.I. 16) is granted, and Roquette's motion for an order vacating the Award (D.I.52) is denied, as are its motions for summary judgment relating to the Award (D.I. 43, D.I. 47). Because some or all of the remaining motions may be mooted or resolved by the entry of judgment in favor of Solazyme, the court declines to address the merits of such motions pending further submissions of the parties. An order shall issue.

ORDER

At Wilmington this 21st day of December, 2015, consistent with the memorandum opinion issued this same date;

IT IS ORDERED that:

1. Solazyme, Inc.'s motion for an order confirming the arbitration award (D.I. 16) is granted.

2. Roquette Freres, S.A.'s motion for an order vacating the arbitration award (D.I. 52) is denied, as are its motions for summary judgment relating to the Award (D.I. 43, D.I. 47)

3. The clerk of court is directed to enter judgment in favor of Solazyme, Inc. and against Roquette Freres, S.A.

4. On or before January 15, 2016, each party shall submit a status letter, no longer than three (3) pages long, explaining what issues (if any) remain for the court to address, given the above.