Eleventh Circuit Affirms: A Generic Choice Of Law Clause Does Not Displace The FAA

On September 10, 2026, the United States Court of Appeals for the Eleventh Circuit issued its decision in Univabs Solutions Private Limited v. The Radiology Group, LLC (No. 26-10124), holding that a generic choice of law clause selecting Georgia law did not incorporate the Georgia Arbitration Act (GAA) or displace the Federal Arbitration Act (FAA).¹

This decision is significant for parties seeking to draft arbitration agreements governed by a state arbitration statute, as it reinforces the principle that if parties intend for a state arbitration statute to govern, they must say so explicitly; a generic reference to state law will not suffice.

Below, we provide background on the case, discuss the court’s decision, and highlight practical implications for parties drafting arbitration agreements.

Background

Univabs Solutions Private Limited (Univabs), an Indian entity, contracted with The Radiology Group, LLC (TRG), a Georgia LLC, to provide radiology services from approximately 2012 to 2023. Vikas Verma invested in TRG and became a manager with control over TRG’s finances and vendor payments, while simultaneously owning and controlling Univabs.

Section 5.13 of TRG’s Operating Agreement contained a non-exclusivity provision, titled “Managers Have No Exclusive Duty to Company,” which provided that managers were not required to manage TRG exclusively and could maintain other business interests.

When TRG discovered that Verma owned and controlled Univabs while operating as a manager at TRG, TRG refused to pay for Univabs’s services. Univabs initiated arbitration seeking payment of unpaid invoices totaling approximately $620,840.57. TRG counterclaimed for fraud associated with improper conflicting-interest transactions under Georgia’s LLC Act, seeking more than $2 million. The arbitrator found that the Operating Agreement relieved Verma of the fiduciary duties TRG alleged he had breached, denied TRG’s counterclaims, and awarded Univabs its claims for unpaid invoices plus $94,422 in pre-award interest.

TRG opposed Univabs’s petition to confirm the award and moved to vacate the award in the US District Court for the Northern District of Georgia, asserting grounds for vacatur under the FAA, as well as the GAA, which affords several additional grounds for vacatur not permitted under the FAA:²

1. Overstepping of authority. Under O.C.G.A. § 9-9-13(b)(3), a court may vacate an arbitration award where the arbitrators overstepped their authority or so imperfectly executed it that a final and definite award on the subject matter was not made. Georgia courts have construed this ground more broadly than Section 10(a)(4) of the FAA.
2. Manifest disregard of the law. Under O.C.G.A. § 9-9-13(b)(5), a court may vacate an award for manifest disregard of the law. While many federal courts have applied “manifest disregard” as a gloss on Section 10(a)(4) of the FAA, it is treated as an independent ground under the GAA.³

The district court disposed of TRG’s vacatur arguments under both the GAA and FAA and ultimately confirmed the award under the FAA.

The Eleventh Circuit’s decision

The primary question on appeal was whether the FAA or the GAA governed the standard of review for vacatur. The Services Agreement between Univabs and TRG contained the following choice of law clause:

This Agreement and the construction and interpretation thereof shall be governed by the laws of the State of Georgia, U.S.A. This Agreement is made in Georgia and shall be governed and construed according to the laws of Georgia without regard to its conflicts of laws principles. All disputes, controversies or claims which relate in any way to this Agreement will be resolved by arbitration in Atlanta Georgia, by a single arbitrator appointed jointly in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

TRG argued that this provision incorporated Georgia law – including the GAA – for all purposes, which would have opened the door to grounds for vacating the award that have been more broadly construed under the GAA than under the FAA. In particular, TRG’s argument that the arbitrator acted in manifest disregard of the law would have been cognizable as an express statutory ground under the GAA, but it would have faced significant obstacles under the FAA, given how narrowly manifest disregard has been construed by federal courts.

The Eleventh Circuit held that the FAA, not the GAA, governed the vacatur analysis for three reasons:⁴

1. No mention of the Georgia Arbitration Act in the choice of law clause. Despite mentioning Georgia law generally, the choice of law clause did not mention the Georgia Arbitration Rules specifically, “which it should have done if it had wanted the GAA to apply.”⁵ Further, the clause specified that the Commercial Arbitration Rules of the American Arbitration Association should be used, which implicitly demonstrated that the parties did not intend for the Georgia Arbitration Rules to govern the arbitration. Quoting its prior decision in Gulfstream Aerospace v. Oceltip Aviation PTY Ltd., the Eleventh Circuit declared, “[g]iven that the parties specified arbitration rules—and those rules weren’t the Georgia Arbitration Code—it makes little sense that the parties would have intended and expected that the Georgia Arbitration Code nonetheless would govern review of any award resulting from arbitration.”⁶
2. Waiver. At a preliminary hearing and in the arbitrator’s subsequent order, the arbitrator stated that the FAA would apply, and TRG failed to object to the order, thereby constituting waiver.⁷
3. The New York Convention. Although this was a domestic award, because Univabs was a foreign party, the case fell under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention), which further supported the application of the FAA.⁸

As the Court put it: “Long story, short: if you want certain rules to apply to the handling of your arbitration, the contract must say so clearly and unmistakably. Otherwise, the Federal Arbitration Act (‘FAA’) will apply.”⁹

Practical implications for drafting arbitration clauses

Univabs offers several important lessons for practitioners drafting arbitration agreements:

First, if parties intend for a state arbitration statute – rather than the FAA – to govern, a generic choice of law clause selecting that state’s law will not accomplish that objective. The choice of law clause must explicitly reference the state arbitration statute by name. For greater precision, parties may also include the full statutory citation, for example: “The Georgia Arbitration Act, O.C.G.A. § 9-9-1 et seq.”

Second, practitioners should be mindful that the choice between the FAA and a state arbitration statute may affect more than the substantive grounds for vacatur. Procedural requirements – including the time limitations for filing a motion to vacate or confirm an award – may differ significantly between the FAA and a state arbitration statute. Parties benefit from having clarity on the governing framework at the outset of the arbitration, not only for purposes of judicial review but also for compliance with applicable procedural requirements.

Third, where the arbitration involves a foreign party and falls under the New York Convention, it remains unclear whether a contractual election of a state arbitration statute would be given effect or whether the FAA and New York Convention would preempt the state arbitration statute. The interplay between the New York Convention’s requirements and a state arbitration statute raises questions that neither the district court nor the Eleventh Circuit had occasion to resolve in this case. Practitioners drafting agreements with international counterparties and electing state arbitration statutes should account for this additional layer of complexity.

Footnotes

1 Univabs Sols. Priv. Ltd. v. The Radiology Grp., LLC, No. 26-10124, 2026 WL 2665435 (11th Cir. Sept. 10, 2026).

2 The Radiology Group, LLC’s Petition to Vacate Arbitration Award, Univabs Sols. Priv. Ltd. v. The Radiology Grp., LLC, No. 1:25-cv-03932-VMC (N.D. Ga.).

3 TRG also advanced a public policy defense to recognition under the New York Convention, arguing that the arbitrator violated Georgia’s longstanding public policy of freedom of contract by rewriting the Operating Agreement instead of interpreting it. The Radiology Group, LLC’s Petition to Vacate Arbitration Award, Univabs Sols. Priv. Ltd. v. The Radiology Grp., LLC, No. 1:25-cv-03932-VMC (N.D. Ga.), at 17-19, 19-22. The Eleventh Circuit previously held in Corporación AIC that the New York Convention’s grounds for refusing to recognize enforcement of an arbitral award do not apply to vacatur proceedings where the court has “primary jurisdiction,” which, here, the court found also precluded TRG’s public policy bases for vacatur. Univabs Sols. Priv. Ltd. v. Radiology Grp., LLC, Civil Action No. 1:25-cv-03932-VMC, 2025 U.S. Dist. LEXIS 272363, at *8 (N.D. Ga. Nov. 12, 2025) (citing Corporacion AIC, 66 F.4th at 885).

4 Univabs, 2026 WL 2665435, at *2.

5 Id.

6 Id. (quoting Gulfstream, 31 F.4th at 1328).

7 Univabs, 2026 WL 2665435, at *2.

8 Id. at *3.

9 Id. at *2 (quoting Gulfstream, 31 F.4th at 1328).

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.