Full opinion text
MEMORANDUM AND OPINION LEE H. ROSENTHAL, District Judge. This opinion addresses motions to vacate and to confirm arbitration awards issued under the parties’ postdispute arbitration agreement. The awards resolve which of the parties is responsible for paying response and remediation costs incurred under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), 42 U.S.C. § 9607, and the Arkansas Remedial Action Trust Fund Act (RATFA), Ark.Code Ann., 8-7-513. The following pending motions are resolved in this opinion: 1. The motion filed by NL Industries, Inc. (“NL”), Tremont, LLC (“Tre-mont”), TRE Holding Corporation (“TRE Holding”), and TRE Management Company (“TRE Management”) (together, the “Tremont Parties”) to confirm the arbitration awards issued on June 29, 2007 and September 10, 2007. (Docket Entry No. 172). 2. The motion filed by Halliburton Energy Services, Inc. and DII Industries, LLC (together, “Halliburton”) to vacate the arbitration awards issued on June 29, 2007 and September 10, 2007. (Docket Entry No. 176). This court has carefully considered the motions in light of the pleadings, the motions and briefs, the record, and the applicable law. Mindful of the fact that the arbitrators have “wide latitude,” Am. Laser Vision, P.A. v. Laser Vision Inst., L.L.C., 487 F.3d 255, 257 (5th Cir.2007) (per curiam), and the fact that the awards required the arbitrators to wrestle with what they characterized as “arcane issues of contract interpretation and environmental site allocation,” this court grants the Tremont Parties’ motion to confirm the arbitration awards and denies Halliburton’s motion to vacate the arbitration awards. The reasons are explained in detail below. I. Background This court’s July 2006 Memorandum and Opinion set out the relevant procedural background in detail. As in the January 2007 Memorandum and Order, that background is only summarized here. Briefly, Halliburton filed this suit in 2005 after entering into an Administrative Settlement Agreement in 2000 (“Administrative Settlement”) and a Consent Administrative Order in 2003 with the Arkansas Department of Environmental Quality (“ADEQ”). In this suit, Halliburton alleged that it was entitled to recover money it had spent investigating and remediating environmental contamination at a site near the towns of Magnet Cove and Malvern, Arkansas (“the Site”). The Site was used for barite mining from the 1930s to the 1970s by the Baroid Sales Division of National Lead Company and by Magnet Cove Barium Corporation (“Magcobar”). (Docket Entry No. 176 at 2). According to Halliburton, the Site was also the location of a National Lead barite milling operation. (Id.). Halliburton explains that Magcobar transported its unprocessed ore off-site to Malvern for milling. (Id.). The mining and milling operations on the Site generated contaminated waste. (Id.). The surface mining operations resulted in an open pit that collected water, including acidic runoff generated from the waste. (Id.). According to Halliburton, the mine pit is a lake “approximately 90 acres in surface area and more than 400 feet deep at its deepest point.” (Id. at 3). In 1988, NL entered into a series of transactions under a restructuring plan (“1988 Plan”). Through this plan, NL spun off its petroleum services business and transferred it to a separate entity-known as Baroid Corporation (“Old Bar-oid”). In 1990, pursuant to another restructuring plan (“1990 Plan”), Old Bar-oid split up the titanium and bentonite business from the Petroleum Services Business, defined as petroleum services operations, including “Petroleum Services Assets” and “Petroleum Services Obligations.” Old Baroid retained the titanium and bentonite business, spun off the Petroleum Services Business, and transferred the Petroleum Services Business to a company named New Baroid. Under the 1990 Plan, a subsidiary of Old Baroid ultimately retained the titanium and bentonite business and New Baroid received the Petroleum Services Business. New Baroid is a predecessor of Halliburton. Old Baroid is a predecessor of the Tremont Parties. Under the 2000 Administrative Settlement with the ADEQ, Halliburton and TRE Management agreed to investigate the Site condition, submit a report to the ADEQ, and complete a feasibility study on ways to remediate the environmental contamination on the Site. In the meantime, Halliburton and TRE Management had to perform “Interim Remedial Measures” under the Administrative Settlement. Under the Consent Administrative Order executed in May 2003, TRE Management Company and Halliburton constructed and paid for a water treatment system to treat and discharge water from the pit lake. In April 2005, before this litigation began over responsibility for paying the costs of cleaning up the Site, TRE Management Company and Halliburton entered into a Cost Sharing, Cooperation, and Final Allocation Process Agreement (the “2005 Cost Sharing Agreement”). This 2005 Cost Sharing Agreement included a procedure to allow the parties to cooperate in continuing to fund the response and remediation costs for the Site, “allocating on an interim basis.” The Agreement also set out a procedure for the parties to reach a “Final Allocation” of “their and others’ respective shares of such past, present, and future costs, expenses, liabilities, settlements, recoveries, or unpaid shares relating to the Site.” The Agreement defined “Final Allocation” as a “full, final, and binding apportionment among the Parties to the Agreement,” by agreement or by arbitration, of defined categories of costs, including future costs. Under the Agreement, if mediation failed to reach “Final Allocation,” the parties were required to participate in binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association and the Federal Arbitration Act. The 2005 Cost Sharing Agreement recognized that there could be both arbitration among the signatories to resolve contribution disputes and contribution litigation involving nonsigna-tories. The Agreement set out limits on the admissibility in arbitration of any “order, judgment, decree, or decision of any court in any contribution litigation under CERCLA or RATFA involving one or more Parties to this Agreement that allocates to the Parties responsibility, fair share, or liability relating to the Site.” Under the Agreement, the result of such contribution litigation shall be ineffective, invalid, and of no force and effect as between the Parties and shall not be used or admissible as evidence in the Final Allocation Process by any Party or against any Party for any purpose other than establishing the amount of liability that has been finally allocated to non-Parties. All allocation of responsibility, fair share, or liability relating to the Site as between the Parties, and all issues or disputes between the Parties relating to whether a cost or expense is a Shared Cost, the reasonableness of any cost or expense to be allocated in the Final Allocation, and the allocability or collectibility of any cost or expenses under CERCLA or RATFA, shall be determined in the Final Allocation Process pursuant to this Agreement without reference to, or consideration of, any arguments made or conclusions reached in any such contribution litigation. (Docket Entry No. 221, Ex. D at 10-11). Although the results of litigation could not be used in an arbitration, the results of the arbitration would be admissible in litigation. In 2005, Halliburton filed this suit against the Tremont Parties as the prior owners and operators of the Site when hazardous substances were released or as successors-in-interest to owners or operators. Halliburton also sued Georgia-Pacific Corporation, which owned property and mineral interests at the Site, and Milwhite Inc., a past owner and operator of the Site. Halliburton asserted cost-recovery and contribution claims under CERCLA, 42 U.S.C. §§ 9607(a) and 9613(f)(3)(B), contribution claims under RATFA, AjulCode Ann. §§ 8-7-503 and 520, and a right to recover response and remediation costs under a state common-law unjust enrichment cause of action. Halliburton also sought a declaratory judgment that the defendants were liable for future response and remediation costs at the Site and that Tremont Corporation was obligated to indemnify Halliburton for these costs under the contracts used to restructure the corporate predecessors-in-interest. Georgia-Pacific and Milwhite counterclaimed against Halliburton and crossclaimed against each other and against the code-fendant Tremont Parties, seeking contribution and indemnity. On December 27, 2005, a few weeks after this lawsuit was filed, TRE Management Company — which was also a party to the 2000 Administrative Settlement Agreement and the 2003 Consent Administrative Order — sued Georgia-Pacific in the federal district court for the Western District of Arkansas, where the Site is located. In that suit, TRE Management sought contribution under CERCLA and RATFA for Georgia-Pacific’s “proportionate share of all costs and expenses TRE Management has incurred and will continue to incur in performing removal actions and remedial actions at the Site.” (Docket Entry No. 38, Ex. E at 7-8). In March 2006, after this lawsuit and the Arkansas lawsuit had been filed, Halliburton and the Tremont Parties entered into an agreement expanding the entities included in the agreement to arbitrate the allocation of response and remediation costs at the Site. In this 2006 Arbitration Agreement, the parties agreed to “resolve through binding arbitration all claims between them related to the allocation of response and remediation costs incurred or to be incurred at the Site including the claims that have been asserted in the Texas Case or such claims that may be asserted in the Arkansas Case.” (Docket Entry No. 221, Ex. E at 2). The parties to the 2006 Arbitration Agreement include Halliburton Energy Services, Inc.; DII Industries, LLC; NL Industries, Inc.; Tremont, LLC; TRE Holding Corporation; and TRE Management Company. The arbitration was to be conducted in accordance with the 2005 Cost Sharing Agreement, including the provisions on related contribution litigation. (Id., Ex. E at 2). II. The Arbitration Awards The arbitration was conducted by a panel of three arbitrators (“the panel”). The arbitration was conducted in two phases, which were closely related and involved overlapping issues. The panel considered “millions of pages of documents in the form of over 600 exhibits,” heard ten live witnesses, read many affidavits, and viewed at least seven videotaped witnesses. At the end of first phase, which the arbitrators and parties called the Contract Phase, the arbitrators issued a lengthy award focusing on the meaning and application of the 1990 Plan. At the end of the second phase, termed the Allocation Phase, the arbitrators issued a second award addressing the allocation of the response and remediation costs among the parties to the 2005 Cost Sharing Agreement. Both awards were “reasoned” and both were unanimous. A. The Contract Award The panel listed the “core issues” it analyzed in the Contract Phase: 1. Are the terms “surplus real property” and “Mining property, Malvern, Arkansas,” ambiguous, thus requiring the Panel’s consideration of extrinsic evidence to ascertain the intent of the parties? 2. What was the intent of the 1990 Plan insofar as the disposition of the “Mining property, Malvern, Arkansas?” 3. Which entity(-ies) own the various parcels comprising the “Mining property, Malvern, Arkansas,” i.e., the so-called “190 acres,” the “100 acres,” the “Duratone plant” and the “Powder House?” 4. Was there a mutual or unilateral mistake justifying reformation of the 1990 Plan and, if so, does the 2002 Delaware Supreme Court decision in Halliburton Company et al v. Highlands Insurance Group, Inc., et al preclude the Panel from reforming the contract? 5. Regardless of property ownership, does any party owe one or more of the opposing parties indemnification pursuant to the 1990 Plan of Restructuring? (Docket Entry No. 172, Ex. 2 at 2). The terms “surplus real property” and “Mining property, Malvern, Arkansas” were important in interpreting the 1990 Plan, which split up the Petroleum Services Business and the bentonite/titanium business of Old Baroid, and transferred the Petroleum Services Business, including the “Petroleum Services Assets” and “Petroleum Services Obligations,” to New Baroid, a Halliburton predecessor. Exhibit A to the 1990 Plan defined “Assets Which Shall Not Constitute ‘Petroleum Services Assets.’” Exhibit A listed “surplus real property and related improvements” as assets excluded from the Petroleum Services Assets being transferred as part of the Petroleum Services Business to New Baroid. Among those “surplus” real properties was “Mining property, Malvern, Arkansas.” Because the transfer of ownership as well as indemnification liability under the 1990 Plan focused on the transfer of the Petroleum Services Assets and Obligations, and because it was asserted that the Site at issue in the arbitration was at least partially contained in the “Mining property, Mal-vern, Arkansas,” the panel analyzed the meaning of the terms “Mining property, Malvern, Arkansas” and “surplus real property.” The panel closely examined the 1990 Plan and the surrounding circumstances to determine the parties’ intent in transferring property and liabilities under the 1990 Plan, the ownership of the property transferred, and the indemnification obligations associated with the property. The panel interpreted the restructuring contracts using Delaware law. {See Docket Entry No. 172, Ex. 2 at 2). The panel found that the phrases “surplus real property” and “Mining property, Malvern, Arkansas” in the contracts were ambiguous, allowing the panel to consider extrinsic evidence to determine the parties’ intent. {Id., Ex. 2 at 3). The panel focused on the parties’ activities for the two months after the 8/31/1990 effective date of the 1990 Plan, which the parties agreed was the controlling document. {Id., Ex. 2 at 2). The panel heard extensive testimony and received voluminous documents and briefs. During the Contract Phase, the witnesses included: • Steven L. Watson, an executive affiliated with NL Industries, Inc. and (Old) Baroid Corporation prior to the time of the 1988 and 1990 Plans of Restructuring; • J. Landis Martin, Chairman of (Old) Baroid Corporation at the time of the 1990 Plan of Restructuring; • Ann Manix, a member of the Board of Directors of (Old) Baroid Corporation from April 1990 through the effective date of the 1990 Plan, and beginning in 1990, a director of New Baroid Corporation; • William Lindquist, the tax manager for Baroid Corporation’s titanium metals business, the Titanium Metals Corporation (“TIMET”), during the time of the 1990 Restructuring; • Joseph Compofelice (via video), former CFO of Baroid Corporation; • Joseph Taylor (via video), a Halliburton executive; • Harold Simmons (via video), a member of the Board of Directors of Baroid Corporation beginning in 1988, Chairman of the Board of Directors of Old Baroid from 1988-1990, and former director and Chairman of the Board of Directors of NL Industries, Inc. • Paul Mills (via video), an employee of Halliburton who formerly worked for the Baroid division of NL Industries; • John Firestone (via video), a former plant manager of the Duratone Plant; • Edward Groff (via video), an attorney employed by Halliburton’s legal department; and • Andrew Brodkey (via video), former general counsel of BHP Copper Company (allegedly the largest copper mining company in the United States), and current director of mining sales for CB Tertro Dallas (a real estate company involved in purchasing and selling mines). The panel concluded that the 1990 Plan, related documentation, and credible testimony established that “the [parties’] overall intent was to separate the petroleum services operations of the ‘old’ Baroid Corporation and its titanium metals operations and bentonite mining operations into two publicly-traded companies.” (Docket Entry No. 172, Ex. 2 ‘at 3). The panel found that this was accomplished by “a reverse spinoff of the petroleum services operation into the recently formed New Baroid Corporation (8/15/1990), which was to assume virtually [all] of the assets and obligations of the pre-existing petroleum services business of old Baroid Corporation.” (Id., Ex. 2 at 3-4). An exhibit to the 1990 Plan listed exceptions to the assets to be assigned to New Baroid, defined as “Assets Which Shall Not Constitute Petroleum Services Assets.” (Id., Ex. 2 at 4). The panel found that “[t]hose Assets were included in five sub-categories, the first of which included 11 items described as ‘surplus real property and related improvements,’ ” one of which was “Mining property, Malvern, Arkansas.” (Id., Ex. 2 at 4). The panel noted that “Mining property, Malvern, Arkansas” was not defined in the 1990 Plan. (Id., Ex. 2 at 4). “Curiously, there was no real property description, chain of title information, metes and bounds descriptions or even a map which would depict the meaning of the phrase.” (Id., Ex. 2 at 4). The panel defined the dispute as largely centered on whether the open barite mining Pit was part of continuing petroleum services operations or whether it was “surplus.” (See Docket Entry No. 172, Ex. 2 at 5). The resolution of that issue was important to determining whether the Pit and associated environmental liabilities were transferred to New Baroid or remained with Old Baroid in the 1990 Plan of Restructuring. Because Exhibit A to the 1990 Plan excluded “surplus real property,” including “Mining property, Malvern, Arkansas,” from the Petroleum Services Assets being transferred to New Baroid, and because New Baroid acquired the Petroleum Services Business through the 1990 Plan, it was important to determine whether the Pit was part of “Mining property, Malvern, Arkansas.” The panel heard testimony on the meaning of “surplus.” (See id., Ex. 2 at 5). The testimony included evidence about a piece of property at a site in Potosi, Missouri that was identified as “surplus” in the same manner as the property in Malvern, Arkansas in the 1990 Plan’s Exhibit A. (Id., Ex. 2 at 6). After considering the evidence, the panel concluded that “surplus real property” meant “property which was not needed for the current operations of the petroleum service business.” (Id., Ex. 2 at 6). The panel then reviewed the parties’ actions following the August 1990 execution of the 1990 Plan to determine “how the parties operated to demonstrate their intent with regard to the disposition of the ‘Mining property, Malvern, Arkansas.’ ” The panel set out the following chronology of corporate transactions that occurred within 60 days after the Plan’s effective date: 1. 8/15/1990 — New Baroid Corporation is incorporated. 2. 8/31/1990 — Plan of Restructuring is effective. 3. 9/12/1990 — Warranty deed transferring 190 acres from Baroid Drilling Fluids, Inc. (“BDFI”) to Bentonite Corporation. 4. 9/20/1990 — Bob Leidich drafts name change document for Baroid Management Company. 5. 9/26/1990 — New Baroid Corporation Credit Agreement with the Chase Manhattan Bank. 6. 10/3/1990 — Baroid Management Company changes its name to TRE Management Company through a filing with the Delaware Secretary of State. 7. 10/5/1990 — Baroid Management Company is created as a wholly owned subsidiary of New Baroid Corporation. 8. 10/19/1990 — Corrective Deed is filed by Robert Leidich which indicates that Baroid Management Company is proper grantee and not Ben-tonite Corporation. 9. 10/29/1990 — Baroid Corporation Information Statement. (Docket Entry No. 172, Ex. 2 at 6-7). Based on this chronology, the panel concluded that the “proper titleholder” to the 190 acres transferred by the Warranty Deed and the Corrective Deed in 1990, including most of the Pit, was the “new” Baroid Management Company. (Id., Ex. 2 at 7). The panel based this conclusion on the fact that “at the time of the Corrective Deed dated October 19, 1990, old Baroid Management Company had already formally changed its name to TRE Management Company by virtue of its Secretary of State filing on October 3, 1990.” (Id., Ex. 2 at 7). The panel held: “Consequently, the only Baroid Management Company existing on October 19, 1990, was the new Baroid Management Company. Accordingly, the Corrective Deed clearly transferred the pit property to new Baroid Management Company.” (Id., Ex. 2 at 7). The panel also found that because Robert Leidich was involved in all of the transactions, the possibility of a mistake as to the “true” Baroid Management Company was highly unlikely. (Id., Ex. 2 at 7). The panel also examined the ownership of other parts of the Site that were in dispute, including the Duratone Plant and the “100 Acres.” (Id., Ex. 2 at 9). The panel concluded that Halliburton Energy Services, Inc. (“HESI”) owned this property but that under paragraph 11 of the 1990 Plan, Halliburton was entitled to indemnification as to the 100 Acres. (Docket Entry No. 172, Ex. 2 at 10). In analyzing the indemnification obligation for the 100 Acres, the panel again emphasized that obligations associated with “surplus real property” were among those “Obligations Which Shall Not Constitute ‘Petroleum Services Obligations.’ ” (Id., Ex. 2 at 14). The panel found that indemnification obligations owed by Old Baroid to New Baroid would become the obligations of Old Bar-oid’s successors, and that the indemnification obligations owed to NL under the 1988 Plan, or owed by New Baroid to Old Baroid under the 1990 Plan, would become the obligations of New Baroid’s successors. (Id., Ex. 2 at 14-15). Noting that Halliburton had admitted that HESI is the successor to New Baroid, the panel concluded that Tremont, LLC was the successor to Old Baroid. (Id., Ex. 2 at 15). As New Baroid’s successor and the owner of the real estate at issue, HESI was obligated to indemnify Old Baroid’s successors, but not as to the 100 Acres because it was “surplus property” not transferred to New Baroid in 1990. (Id., Ex. 2 at 10, 16). The panel determined that HESI was obligated to indemnify NL for liabilities described in paragraph 2.2 of an Amended and Restated Cross-Indemnification Agreement, including, without limitation, paragraph 2.2(a) and (b), with the exception of the 100 Acres. (Id., Ex. 2 at 16). The panel concluded that as Old Baroid’s successor, Tre-mont, LLC, was obligated to indemnify HESI under paragraph 11 of the 1990 Plan for obligations relating to the 100 Acres. (Docket Entry No. 172, Ex. 2 at 11,16). In July 2007, after the panel issued the Contract Award, the parties reached a Stipulation Regarding Response Costs. The panel explained: Through a Stipulation Regarding Response Costs effective July 12, 2007, the Parties stipulated that Tremont, LLC has paid 50% of the total amount of $17,300,000 in Shared Costs and Reserve Costs as such terms are defined in the Cost Sharing Agreement. The Parties stipulated that Halliburton Energy Services, Inc. (HESI) has paid 50% of the total amount of $17,300,000 in Shared Costs and Reserve Costs. The Parties also agreed that the balancing provided in Section 8 of the Cost Sharing Agreement is based upon [the] $17,300,000 figure. Through a Stipulation Regarding Attorneys Fees and Legal Costs and Pre and Post Judgment Interest effective August 16, 2007, the Parties agreed that the total amount of recoverable attorney fees and AAA costs is $500,000. (Docket Entry No. 172, Ex. 1 at 2). In addition to setting forth the agreed amount of attorneys’ fees and arbitration costs, the Stipulation Regarding Attorneys Fees and Legal Costs and Pre- and Post Judgment Interest stated that the parties agreed that “the pre- and post judgment interest rates shall be set at a simple rate of six percent (6%) per annum.” (Docket Entry No. 181, Ex. NN). The parties further agreed that “any pre-judgment interest awarded shall be calculated from December 9, 2005 though August 31, 2007,” and that “[njotwithstanding this Stipulation, each party reserves its rights to contend that pre-judgment interest should not be awarded to the other party.” (Id., Ex. NN). B. The Allocation Award The second phase of the arbitration, the “Allocation Phase,” resolved “the respective allocation related to response costs” under CERCLA and RATFA. The panel considered submissions to the ADEQ; expert reports and testimony from Dr. Stephens and Matt Low (on Halliburton’s behalf) about the geology/hydrogeology conditions of the Site and about allocation methodology; expert reports and testimony from Dr. Davis and Dr. Johns (on the Tremont Parties’ behalf) about the generation of low pH water (ARD); fact testimony from Margaret Denise Ashley Tuck, senior special projects manager for the global Health, Safety, and Environment group of Halliburton Energy Services, and Robert Sherman, global HSE manager for Halliburton, responsible for overseeing due diligence and remediation for Halliburton; maps; documents; and depositions. The panel again considered a voluminous record of documents, testimony, and briefs. The panel issued its “Allocation Award” on September 10, 2007. (Docket Entry No. 172, Ex. 1). In its award, the panel noted that the parties had agreed that the following factors were relevant to determining allocation: 1. The ability of the parties to demonstrate that their contribution to the site can be distinguished; 2. The amount of hazardous waste involved; 3. The degree of toxicity of the hazardous waste involved; 4. The degree of involvement by the parties in the generation, transportation, treatment, storage or disposal of the hazardous waste; 5. The degree of care exercised by the Parties with respect to the hazardous waste concerned, taking into the account the characteristics of the hazardous waste; and 6. The degree of cooperation of the parties with the federal, state and local officials to prevent any harm to the public health or the environment. (Id., Ex. 1 at 4-5). The panel found the last factor, cooperation with government authorities, to be neutral; both the Tremont Parties and Halliburton had made reasonable efforts to cooperate with the ADEQ. (Id., Ex. 1 at 7). With respect to the first factor, the ability to distinguish contributions to the Site’s conditions, the panel concluded that divisibility was not an appropriate allocation method. (See id., Ex. 1 at 7-8). The panel emphasized that the Site presented “unusual obstacles in determining allocation,” given that the Pit Lake, the “primary environmental harm,” was fed by periodic precipitation resulting in low pH water from the “spoils areas” entering the lake; the terrain was uneven; there was a history of significant changes to the landscape; and there was a history of separate mining operations. (Id., Ex. 1 at 5). As a result, the divisibility evidence regarding the 100 Acres presented by an expert for the Tre-mont Parties was “insufficient to meet the standard in CERCLA case law.” (Id., Ex. 1 at 6). The panel adopted a “generation of spoils” allocation theory, approving Dr. Stephens’s expert opinion that “the NL parties generated] approximately 90.5% of the spoils and Halliburton (Magcobar) generated] approximately 9.5% of the spoils.” (Docket Entry No. 172, Ex. 1 at 8). However, the panel also recognized that CERCLA permits private parties to allocate responsibility through indemnification agreements. (Id., Ex. 1 at 10). The panel rejected Halliburton’s arguments that the parties’ Cost Sharing Agreement required the panel to apportion costs under CERC-LA without regard to any contractual indemnity obligations between the parties. (Id., Ex. 1 at 10). The panel rejected Halliburton’s argument that the panel could not consider indemnification obligations under the 1988 and 1990 Plans but was first required to apportion response costs solely under CERCLA. (Id., Ex. 1 at 10). In analyzing the parties’ predecessors’ contracts, which provided for indemnification obligations “with respect to liabilities and obligations associated and transferred with the Petroleum Services Business at issue, and which were assumed by the successors to that business,” the panel found that the contracts “contained a clear and unequivocal expression of intent to cover the costs of the liability in question, i.e., all costs associated with remedi-ating the leased properties and the 100 acres.” (Id., Ex. 1 at 12). The panel concluded that the parties to the 1988 and 1990 Plans “intended that the successors to the Petroleum Services Business were accepting responsibility for, and indemnifying their predecessors against, all such liability and associated costs.” (Id., Ex. 1 at 12). The panel analyzed whether the Tre-mont Parties had any responsibility for the response costs relating to the leased properties at the Site and relating to the 100 Acres. As to both, the panel determined that Halliburton was obligated to indemnify the Tremont Parties for the response costs, past and future. The panel found that the testimony consistently explained that all of NL’s historical liabilities associated with the Petroleum Services Business were transferred to New Baroid in 1990. (See Docket Entry No. 172, Ex. 1 at 16). The panel concluded that “the leased properties and licenses of NL, and subsequently ‘Old’ Baroid, were indeed an integral part of the petroleum services business of NL, and the resultant liabilities and obligations were assumed by NLPS and New Baroid, respectively, as a result of the plans of restructuring.” (Id., Ex. 1 at 19). The panel summarized the restructuring plans as follows: “Old Bar-oid was obligated to indemnify New Bar-oid with regard to all such liabilities and obligations related to the Titanium and Bentonite Businesses, and likewise New Baroid was obligated to indemnify Old Baroid with respect to all liabilities and obligations attributable to the Petroleum Services Business.” (Id., Ex. 1 at 28). As to the leased properties and the licenses related to the Site, the panel concluded that they were included in the Petroleum Services Business and operations transferred to New Baroid, rejecting Halliburton’s argument that the leased properties and licenses should be considered “surplus real property.” (Id., Ex. 1 at 17-18). The panel concluded that the liabilities and obligations for the leased properties and licenses were assumed by New Baroid. (Id., Ex. 1 at 19). The panel rejected Halliburton’s argument that its liability relating to specific property depended on proof that the property had actually transferred to NL as part of the 1988 restructuring. (Id., Ex. 1 at 20-21). The panel also rejected Halliburton’s argument that any license or leasehold interest that expired or terminated before 1988 was not subject to indemnification obligations. (See Docket Entry No. 172, Ex. 1 at 27). The panel concluded that “all of the leased properties and license agreements, whether expired or terminated pri- or to 1988, arose out of, or were otherwise attributable to, the past, present or future ownership or operations of the petroleum services business to which HESI is the successor.” (Id., Ex. 1 at 27). As to the 100 Acres, the panel recognized that it had concluded in the Contract Phase of the arbitration that this property was “surplus real property” included within the “Mining property, Malvern, Arkansas,” and “excluded from transfer to New Baroid.” (Id., Ex. 1 at 28). The panel had found in the Contract Phase that although Halliburton owned the 100 Acres, the liabilities associated with the 100 Acres were subject to the indemnification obligations of the Tremont Parties’ predecessor (Old Baroid). (See id., Ex. 2 at 10-11). The panel had concluded that although Halliburton owned this property, under paragraph 11 of the 1990 Plan, Halliburton was entitled to indemnification as to obligations associated with the 100 Acres. (Id., Ex. 2 at 10-11). The panel made this determination on indemnification by concluding that the 1990 Plan established that at least some portion of “Mining property, Mal-vern, Arkansas” was “surplus” and excluded from the transfer of the Petroleum Services Business to New Baroid, and that “[t]he only remaining property that could qualify under any meaningful definition of the term ‘surplus’ is the 100 acres which was not transferred to new Baroid Management Corporation in October 1990.” (See id., Ex. 2 at 10). The panel found that “this paragraph 11 indemnification by Tremont would apply regardless of the current title ownership of the 100 acres property.” (Docket Entry No. 172, Ex. 2 at 11). In the Allocation Phase, however, the panel emphasized that the conclusion on paragraph 11 indemnification had re-suited from the focus in the Contract Phase on ownership interests. (Id., Ex. 1 at 27-28). In the Allocation Phase, by contrast, the focus was on the allocation of liability among the parties acquiring the businesses transferred in the 1988 and 1990 restructuring agreements. The panel concluded that the 1990 Plan: contemplated the separation of NL’s Petroleum Services Business, on the one hand, and NL’s Titanium and Bentonite Businesses, on the other, into two publicly traded companies.... The obvious import of the respective indemnity obligations of both Old Baroid and New Baroid under the 1990 Plan was to allocate all liabilities and obligations associated with the respective businesses to the parties acquiring that business. Consequently, Old Baroid was obligated to indemnify New Baroid with regard to all such liabilities and obligations related to the Titanium and Bentonite Businesses, and likewise New Baroid was obligated to indemnify Old Baroid with respect to all liabilities and obligations attributable to the Petroleum Services Business. Thus, to the extent that any liability attributable to the 100 Acres is associated with the business retained by Old Baroid, indemnification of HESI as the successor to New Baroid would be warranted. Conversely, any liability associated with the petroleum services operations transferred to New Baroid would trigger HESI’s indemnity obligations to Old Baroid (Tremont). (I'd, Ex. 1 at 28-29). The panel concluded that the evidence showed that the 100 Acres was used solely for passive disposal of spoils and tailings from past mining and milling operations of NL, which were part of the Petroleum Services Business transferred to New Baroid and ultimately HESI. (Id, Ex. 1 at 29). As a result, Halliburton was required to indemnify the Tremont Parties for costs relating to the 100 Acres. (Id, Ex. 1 at 29-30). The panel did not change its conclusion from the Contract Phase to the Allocation Phase that Halliburton owns the 100 Acres. (Compare Docket Entry No. 172, Ex. 2 at 10 (“Title to the so-called 100 acres is also currently vested in Halliburton Energy Services, Inc.”), with Docket Entry No. 172, Ex. 1 at 28 (“Concerning ownership of the 100 Acres, however, the evidence was clear that title is vested in HESI.”)). Nor did the panel change its conclusion that the indemnification obligation depended in part on whether obligations associated with the 100 Acres were “Petroleum Services Obligations” transferred as part of the Petroleum Services Business to New Baroid. (Compare Docket Entry No. 172, Ex. 2 at 11 (“[A]ll obligations associated with the 100 acres would constitute ‘Obligations Which Shall Not Constitute ‘Petroleum Services Obligations,’ ’ and would therefore be subject to old Baroid Company’s (Tremont) indemnification of New Baroid under paragraph 11 of the 1990 Plan,”) with Docket Entry No. 172, Ex. 1 at 29-30 (“[T]he Panel is satisfied that the 100 Acres constitutes one of the ‘sites or facilities or ... operations attributable to the Petroleum Services Business,’ and that liability at issue in this arbitration with respect to the Site derives from ‘claims arising out of or relating to the deposit, placement or disposal of any material of any character whatsoever generated at such sites or by such operations,’ thereby subject to the indemnification obligations owed by HESI to the Tremont Parties under paragraph 12.(i). of the Plan.”)). The determination in the Allocation Phase that obligations associated with the 100 Acres were in fact transferred to New Baroid (Halliburton) as a Petroleum Services Obligation implicated indemnity obligations under paragraph 12 of the 1990 Plan. The panel declined to allocate responsibility with respect to entities that were not parties to the arbitration agreements even if these entities were parties to the related contribution litigation. The panel concluded that it did not have authority under the agreements to make findings as to the liability of nonsignatories. (Docket Entry No. 172, Ex. 1 at 34). The panel also allocated attorneys’ fees. The parties stipulated that the attorneys’ fees were $500,000 per side and that the amounts were reasonable. (Id., Ex. 1 at 35). The panel found that Tremont, LLC was entitled to reimbursement for attorneys’ fees and legal expenses in the amount of $500,000. (Id., Ex. 1 at 38). The panel concluded that Halliburton was required to reimburse the Tremont Parties for response costs in the amount of $8,650,000. (Id., Ex. 1 at 37). The panel also awarded Tremont, LLC $897,231.52 in prejudgment interest, as well as post-judgment interest. (Id., Ex 1 at 37). The panel awarded the Tremont Parties $500,000 in attorneys’ fees and legal expenses. (Id., Ex. 1 at 38). The panel awarded a total of $10,047,231.50 to the Tremont Parties, plus costs incurred after June 30, 2007 and legal expenses incurred after August 31, 2007. (Docket Entry No. 172, Ex. 1 at 39). The panel found that postjudgment interest would accrue at a rate of 6% per year on the total judgment, beginning September 1, 2007. (Id., Ex. 1 at 39). III. The Motions to Confirm and Vacate the Arbitration Awards The Tremont Parties moved to confirm the arbitration awards under the Federal Arbitration Act, the parties’ arbitration agreement, and this court’s orders relating to the arbitration of claims between Halliburton and the Tremont Parties. (Docket Entry No. 172). Halliburton responded and moved to vacate the arbitration awards. (Docket Entry No. 176). Halliburton’s motion asserts the following errors in the arbitration awards: 1. The panel manifestly disregarded the law regarding contract interpretation. 2. The panel manifestly disregarded Arkansas law regarding real property deeds. 3. The panel manifestly disregarded federal statutory law in awarding prejudgment interest to the Tremont Parties. 4. The panel manifestly disregarded procedural law by disregarding its bifurcation of the arbitration into two distinct phases. 5. The panel manifestly disregarded procedural law by reopening the evidence in the Allocation Phase to allow supplementation of the record relating to the Contract Phase. 6. The panel manifestly disregarded procedural law because one of the arbitrators failed to disclose a previous relationship with NL Industries, Inc. (See generally Docket Entry No. 176). The Tremont Parties’ briefing in support of confirming the awards focuses on the following arguments: 1. Halliburton has failed to recognize consistent precedent that requires an “exceedingly deferential” standard to be applied to the review of arbitrators’ decisions. 2. The panel properly interpreted the relevant contracts and did not manifestly disregard the law of contract construction. 3. The panel properly interpreted Arkansas real property law. 4. The panel properly awarded interest in favor of the Tremont Parties. 5. Even if the panel manifestly disregarded contract and real estate law, Halliburton has not suffered “substantial prejudice.” 6. The panel did not disregard procedural law because the two awards are not inconsistent, there was no violation of the panel’s bifurcation order, and there is no merit to Halliburton’s assertion that it was error to clarify the Contract Award in the Arbitration Award. 7. Halliburton’s assertion that one of the arbitrators failed to disclose a previous relationship with one of the parties lacks merit. (See generally Docket Entry No. 181). These motions and responses are analyzed below. IV. The Legal Standard for Confirming or Vacating an Arbitration Award The Federal Arbitration Act provides four statutory grounds for vacating an award: (1) where the award was procured by corruption, fraud, or undue means; (2) where there was evident partiality or corruption in the arbitrators, or either of them; (3) where the arbitrators were guilty of misconduct in refusing to postpone the hearing, upon sufficient cause shown, or in refusing to hear evidence pertinent and material to the controversy; or of any other misbehavior by which the rights of any party have been prejudiced; [and] (4) where the arbitrators exceeded then-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). In addition to the statutory grounds for vacatur, the Fifth Circuit has authorized vacatur if an arbitrator manifestly disregards clearly applicable law. Brabham v. A.G. Edwards & Sons Inc., 376 F.3d 377, 378 (5th Cir.2004) (“[JJudicial review of an award’s rationality must be confined to situations in which the party challenging the award can prove that clearly applicable law or the parties’ contract indisputably dictates a contrary result.”). The Supreme Court very recently reemphasized the narrowness of the grounds for vacatur. In Hall Street Assocs., L.L.C. v. Mattel, Inc., — U.S. -, 128 S.Ct. 1396, 1400, 170 L.Ed.2d 254 (2008), the court stated that the statutory bases for vacatur under the Federal Arbitration Act are exclusive. The Court rejected an argument that a statement from Wilko v. Swan, 346 U.S. 427, 74 S.Ct. 182, 98 L.Ed. 168 (1953), that “the interpretations of the law by the arbitrators in contrast to manifest disregard [of the law] are not subject, in the federal courts, to judicial review for error in interpretation,” expanded both judicial grounds for vacatur and contracting parties’ ability to add grounds for vacatur beyond those provided in the FAA. See Hall Street Assocs., 128 S.Ct. at 1404. The Court held that the use of the phrase “manifest disregard” in the Wilko case was vague. Id. The Court stated that it was unclear in Wilko whether the “term ‘manifest disregard’ was meant to name a new ground for review,” or whether “it merely referred to the § 10 grounds collectively, rather than adding to them.” Id. (citing Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 656, 105 S.Ct. 3346, 87 L.Ed.2d 444 (1985) (Stevens, J., dissenting)). The Court continued: “Or, as some courts have thought, ‘manifest disregard’ may have been shorthand for § 10(a)(3) or § 10(a)(4), the subsections authorizing va-catur when the arbitrators were ‘guilty of misconduct’ or ‘exceeded their powers.’” Id. (citing Kyocera Corp. v. Prudential-Bache Trade Servs., Inc., 341 F.3d 987, 997 (9th Cir.2003)). The Court noted that in the past, it had “merely taken the Wilko language ... without embellishment, see First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 942, 115 S.Ct. 1920, 131 L.Ed.2d 985 (1995) ..., and now that its meaning is implicated, we see no reason to accord it the significance that Hall Street urges.” Hall Street Assocs., 128 S.Ct. at 1404. The Hall Street Associates Court emphasized the limited review afforded to arbitration decisions. “Instead of fighting the text [of the FAA], it makes more sense to see the three provisions, §§ 9-11, as substantiating a national policy favoring arbitration with just the limited review needed to maintain arbitration’s essential virtue of resolving disputes straightaway. Any other reading opens the door to the full-bore legal and evidentiary appeals that can ‘rende[r] informal arbitration merely a prelude to a more cumbersome and time-consuming judicial review process,’ Kyocera, 341 F.3d at 998; cf. Ethyl Corp. v. United Steelworkers of Am., 768 F.2d 180, 184 (7th Cir.1985), and bring arbitration theory to grief in post-arbitration disputes.” Id. at 1406. The Supreme Court’s decision in Hall Street Associates calls into question whether the manifest disregard standard is a ground for vacatur separate from the statutory grounds for vacatur under the FAA, as the Fifth Circuit has previously stated, or a way of summarizing two or more of those statutory grounds. In the context of considering whether private parties may contract for greater review of an arbitration decision by a district court than is provided for in the FAA, the Court stated that the statutory bases are exclusive grounds for vacatur. Hall Street Assocs., at 1402. The Court declined to extend the “manifest disregard” standard to permit parties to contract for greater judicial review of arbitration awards than the FAA recognizes. See id. at 1403. Although the Fifth Circuit has previously stated that “manifest disregard” is separate from the statutory bases for vacatur, the courts have repeatedly admonished that “extraordinarily narrow” judicial review is an essential, and inherent, feature of contractually agreed binding arbitration, necessary to avoid undermining the “twin goals of arbitration ... settling disputes efficiently and avoiding long and expensive litigation.” In the Matter of the Arbitration Between: Trans Chem. Ltd. & China Nat’l Mach. Imp. & Exp. Corp., 978 F.Supp. 266, 303 (S.D.Tex.1997) (citation omitted), aff'd, 161 F.3d 314 (5th Cir.1998). The Fifth Circuit recently described the extremely deferential review given to arbitrators’ decisions in a way that is not inconsistent with Hall Street Associates: Judicial review of an arbitration award is exceedingly deferential. Vacatur is available only on very narrow grounds, and federal courts must defer to the arbitrator’s decision when possible. An award must be upheld as long as it is rationally inferable from the letter or purpose of the underlying agreement. Even the failure of an arbitrator to correctly apply the law is not a basis for setting aside an arbitrator’s award. It is only when the arbitrator strays from interpretation and application of the agreement and effectively dispensed] his own brand of industrial justice that his decision may be unenforceable. Am. Laser Vision, 487 F.3d at 258-59 (internal quotation marks and citations omitted). The court continued: “Vacatur based on an arbitrator’s manifest disregard of the law ... is extremely narrow, insisting on ‘more than error or misunderstanding with respect to the law. The error must have been obvious and capable of being readily and instantly perceived by the average person qualified to serve as an arbitrator.’ ” Id. at 259 (quoting Prestige Ford v. Ford Dealer Computer Servs., Inc., 324 F.3d 391, 395-96 (5th Cir.2003)). “[0]nce a manifest disregard is established, the court also ‘must find that the award resulted in a ‘significant injustice” in order to grant relief.” Id. (quoting Kergosien v. Ocean Energy, Inc., 390 F.3d 346, 355 (5th Cir.2004)). Because the Supreme Court did not expressly decide whether the “manifest disregard” standard remains a separate basis for federal court review of arbitration decisions in at least some circumstances; because the Fifth Circuit has often approved of reviewing arbitration awards for “manifest disregard,” see, e.g., Am. Laser Vision, 487 F.3d at 259 (5th Cir.2007); and because Halliburton sought vacatur on the basis of the Fifth Circuit’s “manifest disregard” standard, out of an abundance of caution this court analyzes the parties’ arguments using “manifest disregard” as both a summary of some of the statutory grounds and as an additional ground for vacatur. In First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 115 S.Ct. 1920, 131 L.Ed.2d 985 (1995), the Supreme Court stated that a court may set aside an arbitration award “only in very unusual circumstances,” and cited Wilko v. Swan, 346 U.S. 427, 436-37, 74 S.Ct. 182, 98 L.Ed. 168 (1953), overruled on other grounds, Rodriguez de Quijas v. Shearson/Am. Express, Inc., 490 U.S. 477, 109 S.Ct. 1917, 104 L.Ed.2d 526 (1989), for the proposition that “parties [are] bound by [an] arbitrator’s decision not in ‘manifest disregard’ of the law.” 514 U.S. at 942, 115 S.Ct. 1920. The Fifth Circuit has described First Options as the Supreme Court’s “clear approval of the ‘manifest disregard’ of the law standard in the review of arbitration awards under the FAA.” Williams v. Cigna Fin. Advisors Inc., 197 F.3d 752, 759 (5th Cir.1999) (citing Montes v. Shearson Lehman Bros., Inc., 128 F.3d 1456, 1459 (11th Cir.1997); Barnes v. Logan, 122 F.3d 820 (9th Cir.1997); Cole v. Burns Int’l Sec. Servs., 105 F.3d 1465, 1486 (D.C.Cir.1997); M & C Corp. v. Erwin Behr GmbH & Co., KG, 87 F.3d 844 (6th Cir.1996); Ian R. MaoNeil et al., 4 Fed. AebitratioN Law § 40.7.1 at 40:43 (Supp.1999)). A party asserting “manifest disregard” of the law must meet a high standard. The Fifth Circuit applies a two-step test: First, where on the basis of the information available to the court it is not manifest that the arbitrators acted contrary to the applicable law, the award should be upheld. Second, where on the basis of the information available to the court it is manifest that the arbitrators acted contrary to the applicable law, the award should be upheld unless it would result in significant injustice, taking into account all the circumstances of the case, including power of arbitrators to judge norms appropriate to the relations between the parties. Williams, 197 F.3d at 762 (quoting Mac-NEIL, 4 FEDERAL ARBITRATION LAW § 40.7.2.6, at 40:95 (Supp.1999) (footnote omitted)). In contrast to vacatur based on manifest disregard of the law, vacatur on the basis that the award does “not draw its essence from the contract is a statutory ground for vacatur, derived from 9 U.S.C. § 10(a)(4), which permits vacatur when the arbitrator exceeds his powers. The test is whether the award, however arrived at, is rationally inferable from the contract. [A]ny doubts concerning the scope of arbitrable issues should be resolved in favor of arbitration.” Am. Laser Vision, 487 F.3d at 259 (internal quotation marks and citations omitted); see also Apache Bohai Corp. LDC v. Texaco China BV, 480 F.3d 397, 404-05 (5th Cir.2007) (citations omitted). In deciding whether an arbitration panel exceeded its authority as a basis for vacatur under the FAA, the district court resolves all doubts in favor of arbitration. Executone Info. Sys., Inc. v. Davis, 26 F.3d 1314, 1320-21 (5th Cir.1994) (citing Valentine Sugars, Inc. v. Donau Corp., 981 F.2d 210, 213 (5th Cir.1993)). In reviewing an award, a court is not limited to the panel’s explanation of the award. Id. at 1325. A district court “ ‘looks only to the result reached. The single question is whether the award, however arrived at, is rationally inferable from the contract.’ ” Id. (quoting Andemnan/Smith Operating Co. v. Tenn. Gas Pipeline Co., 918 F.2d 1215, 1219 n. 3 (5th Cir.1990)). In Am. Laser Vision, the Fifth Circuit concluded: We will not second-guess multiple, implicit findings and conclusions underpinning the award. We do not decide if the award was free from error. We decide only that it is not the kind of extraordinary award that ineluctably leads to the conclusion that the arbitrator was “dispensing his own brand of industrial justice.” There are advantages and disadvantages in contracting for private resolution of a dispute announced without explanation of reason. When a party does so and loses, federal courts cannot rewrite the contract and offer review the party contracted away. Am. Laser Vision, 487 F.3d at 260; see also Apache Bohai, 480 F.3d at 405 (“ ‘[I]t is the arbitrator’s construction which was bargained for; and so far as the arbitrator’s decision concerns construction of the contract, the courts have no business overruling him because their interpretation of the contract is different than his.’ ”) (quoting United Steelworkers of Am. v. Enter. Wheel & Car Corp., 363 U.S. 593, 598-99, 80 S.Ct. 1358, 4 L.Ed.2d 1424 (1960)). An arbitrator’s factual findings “are unreviewable,” Apache Bohai, 480 F.3d at 407, and “must be accepted as true,” id. at 409 (citation omitted). Vacatur on the basis that the arbitrators engaged in misconduct is another statutory basis for vacatur, drawing its authority from 9 U.S.C. § 10(a)(3). Vacatur on this basis is also necessarily narrow and grants deference to the procedural decisions made by an arbitrator. “ ‘To constitute misconduct requiring vacation of an award, an error in the arbitrator’s determination must be one that is not simply an error of law, but which so affects the rights of a party that it may be said that he was deprived of a fair hearing.’ ” Laws v. Morgan Stanley Dean Witter, 452 F.3d 398, 399 (5th Cir.2006) (quoting El Dorado Sch. Dist. No. 15 v. Continental Cas. Co., 247 F.3d 843, 848 (8th Cir.2001)). When an arbitrator’s procedural decision is challenged on the basis of misconduct, courts recognize the nature of arbitration as distinguished from litigation: Arbitration proceedings are not constrained by formal rules of procedure or evidence. By agreeing to arbitration, a party trades the procedures and opportunities for review of the courtroom for the simplicity, informality, and expedition of arbitration. Arbitrators should be expected to act affirmatively to simplify and expedite the proceedings before them. They need provide only a fundamentally fair hearing. Courts reviewing arbitral awards may not superimpose rigorous procedural limitations upon the conduct of the arbitrators. Mantle v. Upper Deck Co., 956 F.Supp. 719, 730-31 (N.D.Tex.1997) (internal citations omitted). These standards are applied to each argument Halliburton makes to vacate the award and to the Tremont Parties’ response. V. The Argument that the Panel Manifestly Disregarded Delaware Contract Law A. The Parties’ Positions Halliburton acknowledges that the panel identified the correct legal standard for interpreting contracts under Delaware law, including whether and when to consider extrinsic evidence to interpret ambiguous terms. (Docket Entry No. 176 at 10-11). But Halliburton argues that when the panel determined that the terms “Mining property, Malvern, Arkansas” and “surplus real property” were ambiguous, it “created an ambiguity where none existed.” (Id. at 11 (emphasis in original)). Halliburton asserts that the panel manifestly disregarded Delaware law on contract interpretation because the relevant contracts unambiguously define the entire Site as subject to the Tremont Parties’ indemnification obligation and the panel should not have considered extrinsic evidence to reach a different interpretation. (Id. at 1-2). Halliburton argues that the 1990 Plan unambiguously requires the Tremont Parties to indemnify Halliburton for obligations not attributable to the Petroleum Services Business. (Id. at 9). Exhibit A to the 1990 Plan lists “Assets Which Shall Not Constitute ‘Petroleum Services Assets,’ ” including certain “surplus real property.” (Id., Ex. 5). Exhibit A includes in items listed as “surplus real property” the entry for “Mining property, Malvern, Arkansas.” (Id., Ex. 5). According to Halliburton, it has no obligation for response or remediation costs relating to that property; instead, the Tremont Parties are responsible for those environmental liabilities. (Docket Entry No. 210 at 7-8). Halliburton argues that the panel found an ambiguity where none existed because the property at issue was expressly excluded from “Petroleum Services Asset[s].” (Id. at 8-9). Halliburton argues that the panel’s result was not the intention expressed in the 1990 Plan and could only be reached by improperly considering extrinsic evidence to decide whether the property was transferred to Halliburton’s or the Tremont Parties’ predecessors and who had the indemnification obligation. Halliburton asserts that the panel continued its manifest disregard of the law in the Allocation Phase by reversing its finding in the Contract Phase that the Tre-mont Parties were required to indemnify Halliburton for liabilities relating to the 100 Acres, and instead concluding that Halliburton was responsible to Tremont, LLC for all costs and expenses related to the Site, including the 100 Acres. (Docket Entry No. 176 at 12). As it argued with respect to the Contract Phase, Halliburton asserts that the panel’s finding ignores the language of the 1990 Plan and improperly considers extrinsic evidence. (Id.). According to Halliburton, “[i]n order to be a Petroleum Services Obligation, an obligation had to be attributable to a Petroleum Services Asset.” (Id.). Halliburton insists that “the 1990 Plan specifically provides that the entirety of the Site is not a Petroleum Services Asset.” (Id.). The Tremont Parties argue that the panel explained why it found two undefined terms — “surplus real property” and “Mining property, Malvern, Arkansas” — to be ambiguous, making it appropriate to consider extrinsic evidence. (Docket Entry No. 181 at 26). The Tremont Parties argue that the panel properly applied Delaware law in concluding that the contracts accomplishing the restructuring transactions were ambiguous and that Halliburton’s conduct was appropriately considered in determining the parties’ intentions. (Id.). The Tremont Parties argue that an arbitration panel’s decision on whether to find a contract term ambiguous and how to consider extrinsic evidence of the term’s meaning is not “manifest disregard” that would warrant vacatur. (See id. at 28-29). The Tremont Parties argue that the question of the parties’ intent under their contracts is a question of fact that is not a basis for vacatur. (Id. at 29). The Tremont Parties argue that the 1988 and 1990 restructuring contracts establish that Halliburton assumed responsibility for all liabilities related to the Petroleum Services Business and that these liabilities included environmental liabilities at the Site. (See id. at 7-9). The Tremont Parties argue that Halliburton’s motion omitted critical facts relating to which entity was required to indemnify for environmental liabilities relating to the disputed properties. The following are among the critical facts the Tremont Parties identify: 1. None of the Tremont Parties actually received any property at or near the Site as a result of the 1990 Plan, but Halliburton did. 2. None of the Tremont Parties actually used any property at or near the Site since 1990, but Halliburton has. 3. None of the Tremont Parties paid any taxes for property at or near the Site since the 1990 Plan, but Halliburton has paid all taxes for all site property since 1990. 4. None of the Tremont Parties made a decision to keep all the property at or near the Site, but Halliburton made that decision in 1994. (Docket Entry No. 181 at 2-3). The Tre-mont Parties point to evidence that Halliburton made statements to shareholders consistent with the panel’s conclusions as to the properties and liabilities that Halliburton’s predecessors received in the restructuring transactions. (Id. at 9-11). The Tremont Parties also point out evidence showing that as part of the 1990 restructuring, New Baroid obtained a $200 million line of credit with Chase Manhattan Bank and entered into a Credit Agreement that stated that New Baroid’s environmental liabilities included “inactive mining facilities, located in Malvern, Arkansas .... ” (Id. at 12). The Tremont Parties refute Halliburton’s argument regarding the meaning of “mining property, Malvern, Arkansas” on Exhibit A to the 1990 Plan by arguing that “[a]t no place does Exhibit A ex