May a party contractually eliminate appellate review of a judgment on an arbitral award? The Second Circuit recently addressed that question in Lanesborough 2000, LLC v. Nextres, LLC, --- F.4th ----, 2026 WL 318235 (2d Cir. Feb. 6, 2026). Without deciding whether “a clear waiver of the right to appeal” would be enforceable, the Second Circuit found the waiver provision at issue was “not clear and unequivocal and thus cannot foreclose [appellate] review of the district court’s judgment on the arbitral award.” Id. at *1. Among the defects highlighted by the Second Circuit was that the provision did not “specify what is meant by the ‘right to appeal.’” Id. The Lanesborough decision is a must-read for parties considering the scope of language waiving appellate review in an arbitration agreement.[1]
Background
Lanesborough and Nextres were parties to a loan agreement to finance construction of a facility in Corning, New York. The parties also entered into an Arbitration Agreement which provided that “any Dispute involving the Loan … shall be resolved exclusively by binding arbitration.” Id. The Arbitration Agreement further provided that “[j]udgment on the award may be entered in any court of competent jurisdiction,” but “THE PARTIES HEREBY FREELY WAIVE THE RIGHT TO TRIAL BY JUDGE OR JURY, THE RIGHT TO APPEAL, PRETRIAL DISCOVERY AND APPLICATION OF THE RULES OF EVIDENCE.” Id. at *1-*2.
Lanesborough ultimately brought an arbitration claim, alleging that Nextres failed to disburse loan funds. The arbitrator held a five-hour emergency hearing, after which they ruled for Lanesborough and ordered Nextres to disburse the loan funds. The arbitrator also held a final hearing on the merits, after which they issued both an Interim Award and a Final Award finding that Nextres breached the Loan Agreement and the implied covenant of good faith and fair dealing.
Both Lanesborough and Nextres sought District Court review of the arbitral award. The District Court initially confirmed only certain portions of the Interim Award and vacated the Final Award. After Lanesborough moved for reconsideration, however, the District Court reversed its vacatur of the Final Award and “confirmed most of the arbitral award.” Id. at *1.
Nextres timely appealed the District Court judgment. Lanesborough nevertheless argued that the Second Circuit lacked appellate jurisdiction based on the contractual waiver of the “right to appeal” in the Arbitration Agreement. Id. at *3. Nextres, for its part, argued that the contractual waiver concerned only the “AAA’s arbitration appeals process” and did not place “any limitation upon the scope of post-arbitral judicial proceedings.” Id.
The Second Circuit’s Ruling
The Second Circuit held “that a contractual waiver of the right to appeal that is not clear and unambiguous cannot foreclose our review of a district court’s judgment on an arbitral award.” Id. This holding—which was grounded in both the text of the Federal Arbitration Act (FAA) and existing appellate precedent—leaves open the question of “whether a clear and unambiguous waiver of appellate review of the district court’s judgment on an arbitral award would be enforceable under the FAA.” Id.
The Second Circuit’s analysis commenced with the FAA’s text, which permits an appeal from orders “confirming or denying confirmation of an award or partial award.” 9 U.S.C. § 16(a)(1)(D). Finding that this provision conferred “statutory jurisdiction over th[e] appeal,” the Court applied the “normal construction of the jurisdiction rules” to reason that appellate jurisdiction cannot be waived absent clear language. Lanesborough, 2026 WL 318235, at *3. Notably, the Second Circuit’s decision was “consistent with the Tenth Circuit’s holding that ‘contractual provisions limiting the right to appeal from a district court’s judgment confirming or vacating an arbitration award’ must be ‘clear and unequivocal.’” Id. (quoting MACTECT, Inc. v. Gorelick, 427 F.3d 821, 830 (10th Cir. 2005)).
Applying this rationale, the Court found that the waiver provision at issue was ambiguous because it “does not identify which appeals the parties waived” and therefore was “susceptible to more than one reasonable interpretation.” Id. at *4, *11. For example, the provision “could mean that the parties waived all appeals” or “it could mean that the parties waived only appeals of the substance of arbitral awards.” Id. (emphasis in original). While the textual context of the provision (being embedded in language concerning procedural protections of the court system) supported a narrow application, the Second Circuit did not weigh the competing interpretations, instead finding that the provision was “ambiguous, and thus unenforceable.” Id.[2]
Conclusion
A party wishing to eliminate/limit appellate review of a district court’s judgment on an arbitral award would be wise to use explicit and clear language. And while the Second Circuit left open: (i) what would constitute adequately clear and unambiguous language; and (ii) whether a clear waiver would be enforceable under the FAA in any event, it did provide some guidance.
In particular, the Court cited waiver language that both the Tenth Circuit (“[j]udgment upon the award rendered by the arbitrator shall be final and nonappealable”) and the Fourth Circuit (arbitral award “enforceable in any court of competent jurisdiction without any right of judicial review or appeal”) “construed to bar appellate review of district courts’ orders confirming arbitral awards.” Id. (emphasis supplied by Second Circuit). Parties drafting waiver of appeal provisions ignore these prior appellate decisions at their peril.
[1] We address only the Second Circuit’s decision regarding appellate jurisdiction. The Court also considered the merits of the District Court’s decision, including its confirmation of the arbitral award, its award of prejudgment interest, and its injunction of a state court action. Those aspects of the decision are beyond the scope of this post.
[2] The Second Circuit also refused to construe any ambiguity in the provision against the Nextres as the drafting party because “that rule [of construction] applies ‘only as a matter of last resort after all aids to construction have been employed without a satisfactory result. The Supreme Court has thus declined to apply this canon of construction when ‘the FAA provides the default rule for resolving … ambiguities in arbitration agreements’ through a clear-statement requirement.” Lanesborough, 2026 WL 318235, at *4 (quoting Lamps Plus, Inc. v. Varela, 587 US 176, 186, 189 (2019) and Albany Sav. Bank, FSB v. Halpin, 117 F.3d 669, 674 (2d Cir. 1997)).
