The Visionary, Books + Café, LLC v. Bank OZK: Supreme Court declines review, cementing an Eleventh Circuit opinion that upholds arbitral finality
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On February 23, 2026, the U.S. Supreme Court declined to review the Eleventh Circuit's decision in Visionary Books + Café, LLC v. Bank OZK, which addresses the scope of judicial review of arbitral awards under Section 10(a)(4) of the Federal Arbitration Act. The petition arose from the attempted vacatur of an arbitral award, which concerned a bank's decision to return an account holder's federal pandemic relief funds over fraud concerns. The Court's denial of certiorari leaves intact a ruling that reaffirms the deferential standards governing vacatur of arbitral awards and the degree of finality given to arbitral awards in the Eleventh Circuit.
Background
In May 2021, The Visionary, Books + Café, LLC ("Visionary") applied for a grant under the Restaurant Revitalization Fund administered by the U.S. Small Business Administration ("SBA"). The SBA approved the application and awarded Visionary a grant of US$2.86 million. Bank OZK, Visionary's financial institution, received the ACH credit entry for the funds.1
Upon receipt of the transfer, Bank OZK initiated an investigation. It found that Visionary's account had almost no activity; the account information listed Visionary as a financial consultancy and not a restaurant; and Visionary's address was a box at a UPS store. Bank OZK thus determined that the ACH credit entry might be fraudulent, placed a hold on the grant funds in Visionary's account, and returned those funds to the U.S. Treasury two days later. Visionary unsuccessfully tried to have the SBA send the funds back to its account.
Having lost the funds, Visionary commenced an arbitration proceeding against Bank OZK under the American Arbitration Association ("AAA")'s Commercial Arbitration Rules pursuant to its account agreement with Bank OZK. Visionary asserted a multitude of claims under Georgia law, from tortious interference to identity theft. Visionary demanded US$7,443,333.33 in compensatory damages plus attorney's fees, interest, arbitration costs, and punitive damages.2
After hearing evidence, the AAA tribunal issued an award in favor of Bank OZK, rejecting all of Visionary's claims and finding that Bank OZK "acted in good faith, in a commercially reasonable manner, and in accordance with the applicable laws and regulations."3
The District Court Confirmed the Award and the Eleventh Circuit Affirmed
Visionary filed suit in Georgia state court seeking to vacate the arbitral award, invoking the Georgia Arbitration Code ("GAC").4 Visionary argued that because the parties contracted for Georgia law to apply in the arbitration provision of the agreement, the GAC's less deferential standards for award vacatur should apply.5 Bank OZK removed the case to federal court on diversity of citizenship grounds and moved to confirm the award under the Federal Arbitration Act ("FAA").
The district court denied Visionary's application to vacate the award, and granted Bank OZK's motion to confirm, holding that the FAA, not the GAC, governed.6 In deciding that the FAA governed, the district court looked to the arbitration provision's language providing that the contract "is subject to applicable federal laws, the laws of the state of Georgia and other applicable rules," noting that the parties did not specify which law should apply to review of arbitral awards.7
Turning to the vacatur argument, Visionary argued that the arbitrators "exceeded [their] powers" by using National Automated Clearing House Association rules to interpret the contract and assess Bank OZK's actions.8 Section 10(a)(4) of the FAA allows for vacatur of an award where 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 The district court held that this argument lacked merit, reasoning that the arbitrators had "squarely interpreted" Visionary's account agreement, and that Visionary's disagreement with that interpretation was insufficient to overcome the FAA's presumption that arbitral awards should be confirmed.10
On appeal, the Eleventh Circuit, reviewing de novo, affirmed the district court's order. The Eleventh Circuit reinforced the high bar for vacating arbitral awards under § 10(a)(4), quoting the Supreme Court's instruction in Oxford Health Plans LLC v. Sutter11 that "[i]t is not enough ... to show that the [arbitrator] committed an error—or even a serious error," and that because the parties "bargained for the arbitrator's construction of their agreement," an arbitral decision "even arguably construing or applying the contract must stand, regardless of a court's view of its []merits."12 In so holding, the Circuit court reaffirmed that "an arbitrator's incorrect interpretation of a contract does not permit vacatur under § 10(a)(4)."13
Visionary Unsuccessfully Sought Supreme Court Review
Visionary petitioned the Supreme Court to review the Eleventh Circuit opinion. It sought clarification as to the proper scope of judicial review that lower courts must apply when asked to vacate an arbitral award under the FAA's § 10(a)(4).
Visionary argued that the lower courts misread the Supreme Court's 2013 decision in Oxford Health to limit judicial review under § 10(a)(4) to essentially asking whether an arbitrator interpreted the contract.14 Visionary's petition was also supported by an amicus curiae (friend of the court) brief by preeminent arbitration scholar George A. Bermann, who argued that Supreme Court review was warranted because "[l]ower courts need to be reminded that Oxford Health did not displace the understanding that courts retain primary authority for delimiting the scope of arbitral authority."15
On February 23, 2026, the Supreme Court denied Visionary's petition.16 While the denial is not a ruling on the merits, the practical effect is that the Eleventh Circuit's decision stands, and the legal landscape for arbitral award review in this circuit remains unchanged.
Key Takeaways
The Supreme Court's denial of certiorari leaves the Eleventh Circuit's ruling undisturbed. Several aspects of the now-final decision are worth highlighting:
- The Eleventh Circuit approaches arbitral award review as a limited, supervisory function. With the Supreme Court now having declined to revisit the applicable standards, the Eleventh Circuit's framework for reviewing arbitral awards under the FAA's § 10(a)(4) remains settled and highly deferential to arbitral tribunals; and
- Generic choice-of-law clauses do not displace the FAA. As discussed above, the district court held that a general contractual reference to state law was not sufficient to substitute the state arbitration code's review standards for those of the FAA. Parties who wish to have a specific state arbitration framework govern post-award judicial review should "say so clearly and unmistakably" in an express provision to that effect in their agreement, rather than relying on a general choice-of-law clause.
1 See Visionary, Books + Cafe, LLC v. Bank OZK, No. 1:24-CV-14-SEG, 2025 WL 2408548 (N.D. Ga. Jan. 30, 2025), aff'd, No. 25-10674, 2025 WL 2390155 (11th Cir. Aug. 18, 2025), cert. denied, No. 25-855, 2026 WL 490838 (U.S. Feb. 23, 2026).
2 The Visionary, Books + Cafe, LLC v. Bank OZK, AAA Case No. 01-22-0001-1503, Award (18 Sep. 2023), para. 5.
3 The Visionary, Books + Cafe, LLC v. Bank OZK, AAA Case No. 01-22-0001-1503, Award, (18 Sep. 2023), para. 43.
4 Visionary, Books + Cafe, LLC v. Bank OZK, No. 1:24-CV-14-SEG, 2025 WL 2408548, at *2 (N.D. Ga. Jan. 30, 2025).
5 Georgia Arbitration Code permits vacatur for "an overstepping by the arbitrators of their authority" or a "manifest disregard of the law." O.C.G.A. § 9-9-13(b).
6 Visionary, Books + Cafe, LLC v. Bank OZK, No. 1:24-CV-14-SEG, 2025 WL 2408548, at *2-3, *5 (N.D. Ga. Jan. 30, 2025).
7 Id. at *2.
8 Id. at *4.
9 9 U.S.C. § 10(a)(4).
10 Visionary, Books + Cafe, LLC v. Bank OZK, No. 1:24-CV-14-SEG, 2025 WL 2408548, at *1 (N.D. Ga. Jan. 30, 2025) (internal quotation marks omitted).
11 569 U.S. 564, 569 (2013).
12 Visionary, Books + Cafe, LLC v. Bank OZK, No. 25-10674, 2025 WL 2390155, at *2 (11th Cir. Aug. 18, 2025) (internal quotation marks omitted).
13 Id. at *3.
14 Petition for Writ of Certiorari, Visionary, Books + Cafe, LLC v. Bank OZK, 2026 WL 166543, at *9–11.
15 Brief of Amicus Curiae George A. Bermann in Support of Petitioner, Visionary, Books + Cafe, LLC v. Bank OZK, 2026 WL 449166, at *4.
16 Visionary, Books + Cafe, LLC v. Bank OZK, No. 25-855, 2026 WL 490838 (U.S. Feb. 23, 2026).
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