Hennepin Healthcare System, Inc.,

1
STATE OF MINNESOTA

IN SUPREME COURT

A21-1079

Court of Appeals Moore, III, J.
Dissenting, Anderson, J., Gildea, C.J.
Took No Part, Chutich, J.

Hennepin Healthcare System, Inc.,

Respondent,

vs. Filed: May 17, 2023
Office of Appellate Courts
AFSCME Minnesota Council 5, Union,

Appellant.

________________________

Mary F. Moriarty, Hennepin County Attorney, Martin D. Munic, Senior Assistant County
Attorney, Katlyn J. Lynch, Assistant County Attorney, Minneapolis, Minnesota, for
respondent.

Josie Hegarty, AFSCME Council 5, South Saint Paul, Minnesota, for appellant.

Justin D. Cummins, Cummins & Cummins, LLP, Minneapolis, Minnesota, for amici curiae
Education Minnesota, et al.
________________________

S Y L L A B U S
An arbitrator does not exceed their powers, within the meaning of Minn. Stat.
§ 572B.23(a)(4) (2022) of the Minnesota Uniform Arbitration Act, where the arbitrator’s
decision draws its essence from the underlying collective bargaining agreement.
Reversed and remanded.
2
O P I N I O N
MOORE, III, Justice.
This case concerns the scope of judicial review of arbitration awards. Respondent
Hennepin Healthcare System, Inc. (Hennepin Healthcare) and appellant AFSCME
Minnesota Council 5 (AFSCME) arbitrated a dispute regarding Hennepin Healthcare’s use
of temporary staffing agency workers. AFSCME, which represents two bargaining units
of Hennepin Healthcare employees, asserted that Hennepin Healthcare had violated its
collective bargaining agreements by using the staffing agency workers for more than 6
months. After interpreting applicable provisions in the agreements, the arbitrator issued
an award in favor of AFSCME. Hennepin Healthcare filed a motion in district court to
vacate the arbitration award, arguing that the arbitrator had exceeded his powers. The
district court denied the motion and confirmed the award. Hennepin Healthcare appealed,
and the court of appeals reversed, concluding that the arbitration award must be vacated
because it did not draw its essence from the collective bargaining agreement. Because we
conclude that the court of appeals erroneously substituted its own judgment for that of the
arbitrator when it determined that the award did not draw its essence from the agreement,
we reverse the decision of the court of appeals and remand the case to the court of appeals
for consideration of Hennepin Healthcare’s other challenges to the arbitration award.
FACTS
Hennepin Healthcare operates a hospital and a network of clinics in Hennepin
County. Among its employees are more than 1,300 clerical and general healthcare
employees who are represented by AFSCME. Separate collective bargaining agreements
3
cover the clerical unit and the health general services unit. However, because the disputed
provisions that are at issue in the underlying grievance and in the arbitrator’s award are
identical between the two collective bargaining agreements, we will refer to the two
agreements collectively.
A dispute arose between Hennepin Healthcare and AFSCME out of Hennepin
Healthcare’s use of nonunion subcontracted workers. In 2015, Hennepin Healthcare
entered into a number of 3-year service contracts with staffing agencies. Some of the
workers whom these staffing agencies provide to Hennepin Healthcare perform the same
work as that performed by the clerical and general healthcare employees who are
represented by AFSCME. The staffing agency workers are not members of AFSMCE, nor
are they considered employees of Hennepin Healthcare. In 2018, Hennepin Healthcare
renewed its service contracts with the staffing agencies for another 3-year term.
A few months before the renewal of the service contracts, AFSCME filed a
grievance, arguing that Hennepin Healthcare’s use of nonunion subcontracted workers for
more than 6 months violated their collective bargaining agreement. Hennepin Healthcare
denied the grievance, asserting that the collective bargaining agreement did not place any
durational limit on its right to use subcontracted workers.
In 2020, the parties arbitrated the dispute, and the arbitrator granted AFSCME’s
grievance. The arbitrator’s award focused on two provisions of the collective bargaining
agreement. The first provision, Article 3, defines a “temporary employee” as “[a]n
individual designated by the EMPLOYER as temporary and whose employment is not to
exceed six (6) months duration in temporary status in a calendar year.” The second
4
provision, Article 42, addresses Hennepin Healthcare’s right to contract for services. It
states, “Nothing in this AGREEMENT shall prohibit or restrict the right of the
EMPLOYER from contracting with vendors or others for materials or services.” The
arbitrator concluded that a temporary staffing agency worker, performing bargaining unit-
covered work, is subject to Article 3 of the collective bargaining agreement and is thus
limited to employment of no more than 6 months in a calendar year.
The arbitrator reached this conclusion after finding a conflict between these two
provisions of the collective bargaining agreement. Attempting to reconcile this conflict,
his award stated:
It must be assumed that all provisions of the [collective bargaining
agreement] have meaning. Article 42 assures the Employer authority to
manage its enterprise so as to accommodate unforeseen conditions, changes
in technology and business practices. Article 3[] provides the Union with
assurance that its representational rights and the terms and conditions for
bargaining unit workers will not be [undermined] by long term temporary
employees[.]

The arbitrator determined that a temporary staffing agency worker, performing bargaining
unit-covered work, is subject to Article 3. Accordingly, the arbitrator concluded, an agency
worker is limited to employment of no more than 6 months in a calendar year—
notwithstanding Hennepin Healthcare’s right to subcontract for services detailed in Article
42 and the parties’ stipulation that the temporary staffing agency workers were not
Hennepin Healthcare employees, were not included within the AFSCME bargaining unit,
and were not subject to the collective bargaining agreement’s terms and conditions of
5
employment.1 Based on this interpretation of the agreement, the arbitrator concluded that
Hennepin Healthcare had violated the collective bargaining agreement by using staffing
agency workers for more than 6 months.
Hennepin Healthcare subsequently filed an action in Hennepin County District
Court to vacate the arbitration award, arguing that the arbitrator exceeded his powers. See
Minn. Stat. § 572B.23(a)(4) (2022) (stating that the court shall vacate an arbitration award
if “an arbitrator exceeded the arbitrator’s powers”). Specifically, Hennepin Healthcare
asserted that the arbitrator’s award encroached on Hennepin Healthcare’s inherent
managerial rights, see Minn. Stat. § 179A.07, subd. 1 (2022), and that the award did not
draw its essence from the parties’ collective bargaining agreement. The district court
denied Hennepin Healthcare’s motion and confirmed the arbitration award.
In a precedential opinion, the court of appeals reversed the district court. Hennepin
Healthcare Sys., Inc. v. AFSCME Minn. Council 5, Union, 974 N.W.2d 590, 591 (Minn.
App. 2022). After acknowledging the limited review courts give to arbitration awards, the
court of appeals concluded that the arbitrator’s award did not “draw its essence” from the
parties’ agreement because it was “not rationally based on the collective bargaining
agreement’s language.” Id. at 592–93.
In reaching its decision, the court of appeals noted that the collective bargaining
agreement’s arbitration provision provided that “ ‘[t]he arbitrator shall not have the right

1 The arbitrator determined that Hennepin Healthcare could use a subcontracted
worker for more than 6 months in a calendar year but that this arrangement would require
mutual agreement between Hennepin Healthcare and AFSCME.
6
to amend, modify, nullify, ignore, add to, or subtract from the provisions ’ ” of the
agreement. Id. at 593. The court reasoned that the arbitrator exceeded the power he was
given under the collective bargaining agreement because the arbitrator’s decision “would
essentially amend the collective bargaining agreement by adding to one of its provisions a
restriction that, by its express terms, applies only to a different provision.” Id. at 593.
Specifically, the court of appeals disagreed with the arbitrator’s conclusion that there was
a conflict between Articles 3 and 42 and determined that the arbitrator had overlooked the
express terms of the collective bargaining agreement to place a temporal restriction on
Hennepin Healthcare’s right to subcontract for services. Id. Because the court of appeals
concluded that the award should be vacated on this basis, it did not address the other
arguments that Hennepin Healthcare raised on appeal. Id. at 593–94.
We granted AFSCME’s petition for review.
ANALYSIS
I.
We review the court of appeals’ conclusion that the arbitrator exceeded his powers
de novo. See County of Hennepin v. Law Enf’t Lab. Servs., Inc., Loc. No. 19, 527 N.W.2d
821, 824 (Minn. 1995) (“A reviewing court must independently determine the scope of the
arbitrator’s authority de novo.”).
The Minnesota Uniform Arbitration Act provides limited grounds upon which a
court may vacate an arbitration award. See Minn. Stat. § 572B.23 (2022). A district court
is authorized to vacate an arbitration award if the “arbitrator exceeded the arbitrator’s
powers.” Minn. Stat. § 572B.23(a)(4). An arbitration award “will be set aside by the courts
7
only when the objecting party meets its burden of proof that the arbitrators have clearly
exceeded the powers granted to them in the arbitration agreement.” Children’s Hosp., Inc.
v. Minn. Nurses Ass’n, 265 N.W.2d 649, 652 (Minn. 1978) (emphasis added).
When assessing a party’s challenge to an arbitrator’s authority, we exercise every
reasonable presumption in favor of an arbitration award’s finality and validity. Seagate
Tech., LLC v. W. Digital Corp., 854 N.W.2d 750, 761 (Minn. 2014). We will not interfere
with an arbitration award merely because we disagree with the arbitrator’s decision on the
merits. Id. Instead, “[a]s to the merits of a dispute . . . the arbitrator is to be the final judge
of both law and fact.” Metro. Airports Comm’n v. Metro. Airports Police Fed’n, 44 3
N.W.2d 519, 524 (Minn. 1989); see also Cournoyer v. Am. Television & Radio Co., 83
N.W.2d 409, 411 (Minn. 1957) (noting the “general rule that an arbitrator, in the absence
of any agreement limiting his authority, is the final judge of both law and fact”). The
arbitrator’s authority includes “the interpretation of the terms of any contract.” City of
Bloomington v. Loc. 2828, AFSCME, 290 N.W.2d 598, 602 (Minn. 1980) (citation omitted)
(internal quotation marks omitted). As we have previously recognized, “the concept of
judicial deference to arbitral authority must encompass the recognition that the arbitrator
is the ‘reader’ of the contract.” Ramsey Cou nty v. AFSCME, Council 91, Loc. 8, 309
N.W.2d 785, 793 (Minn. 1981). In light of this deference, the scope of our review is “very
limited.” State Auditor v. Minn. Ass’n of Pro. Emps., 504 N.W.2d 751, 755 (Minn. 1993).
We employ the “essence test” to review a party’s challenge to the reasoning of an
arbitration award. Ramsey County, 309 N.W.2d at 790 (citing United Steelworkers v.
Enter. Wheel & Car Corp., 363 U.S. 593, 597 (1960)). Under this test, which we have
8
adopted from the Supreme Court, “an award cannot be vacated if it draws its ‘essence’
from the contract.” Metro. Airports Comm’n, 443 N.W.2d at 524. The Supreme Court’s
test is grounded in the principle that the “limited role” of the courts in reviewing arbitration
decisions does not include “reconsider[ing] the merits of an award even though the parties
may allege that the award rests on errors of fact or on misinterpretation of the contract.”
United Paperworkers Intern. Union, AFL-CIO vs. Misco, Inc., 484 U.S. 29, 36 (1987). But
the essence test places limits on the power of the arbitrator by ensuring the award is not the
arbitrator’s “own brand of industrial justice,” Enter. Wheel, 363 U.S. at 597, and does not
“evince[] a manifest disregard” of the collective bargaining agreeme nt, Ramsey County,
309 N.W.2d at 792.
An arbitration award draws it s essence from a collective bargaining agreement so
long as the award “is rationally derived from the collective bargaining agreement viewed
in light of its language, its context and other indicia of the parties’ intent, including past
practice.” Id. at 793. “When construing a collective bargaining agreement[,] an arbitrator
may look to sources other than those which a court would consider, such as the parties’
relationship, practices of the industry, history of the agreement and other factors.” Metro.
Airports Comm’n, 443 N.W.2d at 524. By construing a collective bargaining agreement in
this manner, “the arbitrator can determine the ‘essence’ of the agreement.” Id.
Hennepin Healthcare’s challenge to the arbitrator’s award is subject to the essence
test because it concerns the arbitrator’s interpretation of the collective bargaining
agreement. Thus, the narrow issue before us can be stated simply: Did the arbitrator’s
9
award “draw its essence” from the parties’ collective bargaining agreement? See Ramsey
County, 309 N.W.2d at 790.
A.
The arbitrator’s award in this case was based on his interpretation of two provisions
of the parties’ collective bargaining agreement: Article 3, which defines who is a
“temporary employee,” and Article 42, which governs Hennepin Healthcare’s right to
subcontract for services. Article 3 states that a “temporary employee” is “[a]n individual
designated by the EMPLOYER as temporary” and states that their “employment is not to
exceed six (6) months duration in temporary status in a calendar year.” Article 42 provides,
in relevant part, that “[n]othing in this AGREEMENT shall prohibit or restrict the right of
the EMPLOYER from contracting with vendors or others for materials or services.”
In his discussion, the arbitrator recognized Hennepin Healthcare’s position that
Article 42 imposed no temporal limit on its ability to use agency workers. But the arbitrator
also recognized that agency workers “perform the same work under the same conditions”
as employees represented by AFSCME. And while acknowledging that the flexibility these
workers provide to Hennepin Healthcare may be a benefit, he also reasoned, after
reviewing the collective bargaining agreement, that “there are considerations in retaining
agency workers for more than six (6) months that may negatively affect bargaining unit
workers.”
The potential of these negative effects led the arbitrator to find a conflict between
Articles 3 and 42. In his award, he stated, “It must be assumed that all provisions of the
[collective bargaining agreement] have meaning.” According to the arbitrator, Article 42
10
“assures the Employer authority to manage its enterprise so as to accommodate unforeseen
conditions, changes in technology and business practices,” whereas Article 3 “provides the
Union with assurance that its representational rights and the terms and conditions for
bargaining unit workers will not be [undermined] by long term temporary employees.”
Based on this interpretation of the applicable provisions, the arbitrator concluded that “[a]
temporary worker, performing bargaining unit covered work, is subject to Article 3” and
thus is limited to 6 months’ employment in a calendar year.
On three previous occasions, we have applied the essence test to arbitration awards
based upon an arbitrator’s interpretation of a collective bargaining agreement. See Ramsey
County, 309 N.W.2d at 789–93; Metro. Airports Comm’n, 443 N.W.2d at 523–25; State
Auditor, 504 N.W.2d at 755– 58. In all three cases, we upheld the arbitrator’s award.
Ramsey County, 309 N.W.2d at 793; Metro. Airports Comm’n, 443 N.W.2d at 524; State
Auditor, 504 N.W.2d at 758. Each case supports our conclusion that the arbitrator’s award
at issue here does not run afoul of the essence test.
In Ramsey County, we upheld an award that arguably conflicted with the express
terms of the underlying collective bargaining agreement. 309 N.W.2d at 789, 792–93.
Despite that apparent contradiction, we held that the award drew its essence from the
collective bargaining agreement because the arbitrator based his award upon the parties’
past practices, which conflicted with the terms of the agreement. Id. at 793. We concluded
that the arbitrator could consider past practices as evidence of the parties’ “mutually
intended standard of behavior in resolving the dispute” and could permissibly give more
weight to those past practices than the written words of the agreement. Id. Accordingly,
11
although the arbitration award seemed at odds with the plain language of the collective
bargaining agreement, it satisfied the essence test. Id.
In this case, Hennepin Healthcare argues that the arbitrator’s award is inconsistent
with the express terms of the collective bargaining agreement. Specifically, Hennepin
Healthcare contends that the award nullifies its unrestricted right to contract for services in
Article 42. But even if we agree with Hennepin Healthcare that the award conflicts with
the express terms of the collective bargaining agreement, Ramsey County demonstrates that
this apparent contradiction alone is not fatal in the application of the essence test.
In Metropolitan Airports Commission, the arbitrator was called upon to interpret a
collective bargaining agreement between the Metropolitan Airport Commission and the
Metropolitan Airport police union to determine whether a particular type of work —
dispatcher functions— was covered by the agreement such that only union members could
perform the work. 443 N.W.2d at 524. In making the determination, the arbitrator
considered an array of factors that a court would not ordinarily consider. Id. The arbitrator
decided that the union members did not have a vested right to the dispatcher functions for
the following reasons:
unit members spent a comparatively small amount of time performing relief
or substitute dispatch functions; the work was not law enforcement work “per
se”; the unit members only performed a few of the duties of a dispatcher; and
the original intent of the agreement was to protect unit members from
contracting out police work.

Id. (emphasis added). Without engaging in our own interpretation of the relevant
provisions, we concluded that the arbitrator’s “decision [drew] its ‘essence’ from the
agreement.” Id.
12
Like the arbitrator in Metropolitan Airports Commission, the arbitrator here
interpreted the collective bargaining agreement in light of the protections the agreement
was intended to provide union-member employees of Hennepin Healthcare. By affirming
the award in Metropolitan Airports Commission, we signaled that an arbitrator can
ascertain the “essence” of an agreement using this factor. Thus, the arbitrator here engaged
in a permissible interpretation of the collective bargaining agreement—even if we would
not interpret the agreement in this manner.
Finally, in State Auditor, we concluded that an arbitration award satisfied the
essence test when the arbitrator was called upon to interpret and apply a term in the
collective bargaining agreement that was undefined by the parties. 2 504 N.W.2d at 755.
After noting that our scope of review was “very limited,” we determined that “there is
nothing in the record to suggest that the arbitrator made this award in manifest disregard
of the contract, the principles of contract construction, or in breach of the law of the shop.”
Id. (citing Ramsey County, 309 N.W2d at 792). We concluded that because the arbitrator
had adopted a reasonable definition of the disputed and undefined term, his award drew its
essence from the agreement. Id. at 755–56.

2 The undefined term at issue in State Auditor was “just cause.” 504 N.W.2d at 755.
A local government auditor had been discharged by the state auditor for “falsifying expense
reports and for being untruthful during an investigation into that misconduct.” Id. at 752.
The employee’s union challenged his discharge. Id. at 753. The applicable collective
bargaining agreement required that the employer have “just cause” to discipline or
discharge an employee. Id. at 755. However, the term “just cause” was undefined. Id. The
arbitrator agreed that there was no just cause to discharge the employee. Id. at 753–54.
Specifically, the arbitrator concluded that “ ‘though there was clearly just cause to
discipline the grievant, there was not just cause to discharge him, because his continued
employment would cause no significant adverse effect to the Employer.’ ” Id. at 754.
13
Our decision in State Auditor highlights the limited review that the essence test
provides. The essence test is not a means for parties to call upon courts to carefully review
the merits of an arbitrator’s interpretation. Rather, courts employ the essence test to ensure
that the arbitrator did in fact rationally base their award on the parties’ agreement—a
standard that does not set a particularly high bar. And this standard exists for good reason.
If courts had the final say on the merits of arbitration awards, the benefits of arbitration
would be seriously undermined. Enter. Wheel, 363 U.S. at 596 (“The federal policy of
settling labor disputes by arbitration would be undermined if courts had the final say on
the merits of the awards.”); see also Seagate Tech., 854 N.W.2d at 765 (noting that “[s]ome
believe that arbitration has benefits, potentially including faster resolution and less expense
than the judicial system as well as a high degree of confidentiality”).
We conclude that the arbitrator’s award was grounded in his interpretation of the
language of the collective bargaining agreement and of the parties’ underlying intent
behind the provisions at issue. In other words, because the arbitrator interpreted the
collective bargaining agreement and the parties’ mutual intent—rather than simply relying
on his own conception of a “just result, ” see Ramsey County, 309 N.W.2d at 793— his
award is rationally derived from the agreement and thus satisfies the essence test.
The principal problem that Hennepin Healthcare, the court of appeals, and the
dissent all point to with respect to the arbitrator’s award is his interpretation of the
collective bargaining agreement. The court of appeals, in concluding that the award did
not draw its essence from the collective bargaining agreement, independently reviewed the
language of the agreement to determine that “[t]here is therefore no literal, substantive
14
conflict between articles 3 and 42.” Hennepin Healthcare Sys., 974 N.W.2d at 593.
Hennepin Healthcare urges us to conclude that these provisions do not need to be
reconciled, and thus the arbitrator erred in fashioning an award that did so. Similarly, the
dissent argues that the arbitrator’s interpretation was so clearly wrong that it was no
interpretation at all but was instead a rewriting of the terms of the agreement.
But it is not the role of this court (or any court) to re-examine the merits of the case
and vacate the award merely because we believe that our interpretation of the collective
bargaining agreement is better than the arbitrator’s interpretation. We reiterate the maxim
from the Supreme Court that in reviewing an arbitration award, “[t]he courts . . . have no
business weighing the merits of the grievance, considering whether there is equity in a
particular claim, or determining whether there is particular language in the written
instrument which will support the claim.” United Steelworkers of Am. v. Am. Mfg. Co., 363 U.S. 564, 568 (1960) (footnote omitted).
We have previously emphasized that in the context of an arbitration award, the
arbitrator “is the final judge of both law and fact, including the interpretation of the terms
of any contract.” Cournoyer, 83 N.W.2d at 411 (footnotes omitted). It is not the role of
courts to interfere with that interpretation because “[i]t was the arbitrator’s construction of
the parties’ agreement which was bargained for; not the interpretation of this court.”
Ramsey County, 309 N.W.2d at 793. Ultimately, whether we agree with the arbitrator’s
decision or not is irrelevant because “courts will not overturn an award merely because
they may disagree with the arbitrators’ decision on the merits.” Id. at 790 (citation omitted)
(internal quotation marks omitted). However, the arbitration award must “in some rational
15
manner be derived from the agreement.” Id. at 792 (citation omitted) (internal quotation
marks omitted). In this case, the arbitrator drew upon permissible sources of evidence to
interpret the collective bargaining agreement, and his award is rationally derived from that
interpretation. Thus, the arbitrator’s award satisfies the essence test. It was therefore error
for the court of appeals to “re-examin[e] . . . the merits of the case.” Id. at 790.
B.
Hennepin Healthcare nevertheless argues that the arbitrator exceeded his power
because his award was precluded by language in the collective bargaining agreement.
Specifically, Hennepin Healthcare points to Article 7, a provision that states, “The
arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from
the provisions of this AGREEMENT.” In its decision overturning the arbitration award,
the court of appeals concluded that the arbitrator violated Article 7 because his award
“would essentially amend the collective bargaining agreement.” Hennepin Healthcare
Sys., 974 N.W.2d at 593. The court of appeals reasoned that “the arbitrator nullified the
hospital’s bargained-for right to subcontract for services without the temporal restriction
that exists only in the union’s bargained-for limit on temporary employment.” Id.
Hennepin Healthcare urges us to reach the same conclusion.
We reject Hennepin Healthcare’s argument and the court of appeals’ reasoning in
light of our precedent. In Ramsey County, the underlying collective bargaining agreement
contained a provision similar to Article 7 that broadly prohibited the arbitrator from adding
to or modifying the agreement. 309 N.W.2d at 793. In reversing the district court’s
decision to vacate the award, we stated:
16
In light of our decision [that the award met the essence test], it is apparent
that the broad “no additions or modifications” clause contained in the written
agreement does not prevent enforcement of the award. The arbitrator in the
case at bar did not change the contractual language solely on the basis of his
own personal, extracontractual judgment. Rather he looked to the mutual
intent of the parties as evidenced by their bargaining history and past
practice. Therefore, the instant award, although based upon the arbitrator’s
subjective analysis, is supported by the actual intent of the parties rather than
on what the arbitrator personally conceived as a just result.

Id. In other words, so long as an arbitration award satisfies the essence test, a broad “no
additions or modifications clause” in the underlying agreement will not bar enforcement of
the award. This standard is appropriate in light of the “extremely narrow” review courts
give arbitration awards, which includes exercising “every reasonable presumption” in
favor of the finality of awards. State Auditor, 504 N.W.2d at 754–55.
The court of appeals’ application of the essence test in this case, if repeated, would
place the finality of arbitration awards at serious risk. The court of appeals concluded that
the arbitrator exceeded his power when he misinterpreted the collective bargaining
agreement in a way that “essentially amend[ ed]” the agreement, violating the broad “no
amendments” provision of the agreement. Hennepin Healthcare Sys., 974 N.W.2d at 593.
This view of the essence test opens a door to more searching judicial review of arbitration
awards any time the underlying agreement contains a no modifications clause. Any
arguable error in contract interpretation could be construed as an amendment to a written
agreement. Therefore, under the court of appeals’ reasoning, it would seem the only way
to confirm that an arbitrator’s interpretation did not amend the agreement is for a court to
agree with that interpretation.
17
But this approach would be inconsistent with our precedent because, as previously
stated, the parties bargained for the arbitrator’s interpretation of their agreement, not the
interpretation of a court. See Ramsey County, 309 N.W.2d at 793. Thus, we re-emphasize
today what we previously said in Ramsey County: an award that satisfies the essence test
will not be set aside on the basis of a broad “no additions or modifications” clause. 3
Because we conclude that the arbitrator’s award drew its essence from the parties’
collective bargaining agreement, Hennepin Healthcare cannot rely on Article 7 to
demonstrate that the arbitrator clearly exceeded his powers by “essentially amending” the
agreement.
The dissent argues that we should limit Ramsey County to the “narrow proposition
that an arbitrator’s award may draw its essence from a collective bargaining agreement
when the arbitrator relied on evidence of the parties’ past practices among other
considerations when interpreting the agreement.” In particular, the dissent argues that we
should conclude that an arbitrator exceeds their authority when they “disregard clear and

3 Nevertheless, Hennepin Healthcare contends that the arbitrator’s interpretation here
was “so far afield” of any rational interpretation of the collective bargaining agreement that
we should conclude that the arbitrator exceeded his powers as defined by Article 7. Yet
Hennepin Healthcare provides no standard for us, or any other reviewing court, to apply to
reach this conclusion. Hennepin Healthcare merely asserts that we will know it when we
see it, citing to Justice Stewart’s famous description of illegal pornography from his
concurring opinion in Jacobellis v. Ohio, 378 U.S. 184, 197 (1964) (Stewart, J.,
concurring). This proposed analysis is not a legal standard that can be applied with any
consistency in other cases. It is merely an invitation for courts to overturn awards when
they disagree with the arbitrator on the merits. However, even if we were to adopt a version
of Justice Stewart’s dictum for reviewing arbitration awards, for the reasons stated in the
main text, we do not “see it” in this case.
18
unambiguous language in the contract.” But the dissent’s proposed rule would be
inconsistent with our case law applying the essence test.
In Ramsey County, we discussed at length the special nature of collective bargaining
agreements and the arbitrators empowered to resolve the disagreements that arise under
them. A collective bargaining agreement, we acknowledged, “is not an ordinary contract;
‘it is a generalized code to govern a myriad of cases which the draftsmen cannot wholly
anticipate.’ ” Ramsey County, 309 N.W.2d at 791 (quoting United Steelworkers of Am. v.
Warrior & Gulf Navigation Co., 363 U.S. 574, 578 (1960)). And the “source of rules”
governing the relationship between a union and an employer “cannot be restricted to the
words of the contract but must be considered in light of the common law of the shop which
implements and furnishes the context of the agreement.” Id. (citation omitted) (internal
quotation marks omitted). The arbitrator, we recognized, “plays a key role in the
continuing interaction between and among the citizens of the industrial community”
because, in resolving labor disputes, their “function is to ascertain the parties’ intended
standard of behavior.” Id. Then, after considering cases specifically implicating past
practice of the parties—the objection at issue in Ramsey County—we adopted the essence
test, which we defined in terms that specifically included more than just past practice as a
legitimate source on which an arbitrator may draw. Instead, we conclud ed that the
arbitrator in that case did not exceed his powers because “the award is rationally derived
from the collective bargaining agreement viewed in light of its language, its context, and
other indicia of the parties’ intent, including past practice.” Id. at 793 (emphasis added).
19
Thus, Ramsey County held that an arbitrator’s award can pass the essence test if it
is based on extra-textual “indicia of the parties’ intent,” which in Ramsey County meant
past practice. And as discussed above, in Metropolitan Airports Commission, we
confirmed that the arbitrator may look to “the original intent of the agreement” in resolving
a dispute thereunder. 443 N.W.2d at 524. Here, the arbitrator based his award in part on
the protections that he concluded the agreement was originally intended to provide to
union-member employees of Hennepin Healthcare. To hold that the award did not draw
its essence from the collective bargaining agreement would contradict our precedent. We
therefore reject the dissent’s crabbed reading of our prior applications of the essence test
to arbitration awards.
As for the dissent’s argument that we should conclude that an arbitrator exceeds
their authority when they “disregard clear and unambiguous language in the contract,” we
note that the dissent cites no Minnesota precedent for that proposition. Nor does any such
precedent exist. Instead, that question was presented in Ramsey County, and we concluded
that the arbitrator in that case did not exceed his authority. It is true that certain other
jurisdictions have concluded that an arbitrator exceeds their authority in such
circumstances. But as we recognized in Ramsey County, “the cases have not exuded
uniformity in translating the essence test into a pronouncement of the appropriate extent or
limitation of judicial review of the arbitrator's interpretation.” 309 N.W.2d at 790 (citation
omitted) (internal quotation marks omitted).
Moreover, recent precedent of the Supreme Court suggests that Ramsey County did
not overstate the permissiveness of the essence test. As the Court has recognized, when
20
arguing that an arbitrator has exceeded his powers, “ ‘[i]t is not enough . . . to show that
the [arbitrator] committed an error—or even a serious error.’ ” Oxford Health Plans, LLC
v. Sutter, 569 U.S. 564, 569 (2013) (quoting Stolt-Nielsen S.A. v. AnimalFeeds Int’l Corp.,
559 U.S. 662, 671 (2010)). Rather, “[b]ecause 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 (de)merits.” Id. (emphasis
added) (quoting E. Associated Coal Corp. v. Mine Workers, 531 U.S. 57, 62 (2000)) . In
other words, “ ‘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 from his.’ ” Id. at 573 (quoting Enter. Wheel, 363 U.S. at 599). “The arbitrator’s
construction holds, however good, bad, or ugly.” Id. In this case, the arbitrator’s award
arguably construed the contract. Therefore, regardless of our view on the merits of that
construction, we must conclude that the award does not fail the essence test.
C.
Hennepin Healthcare also argues that the fact stipulations that the parties submitted
to the arbitrator preclude the award. Specifically, Hennepin Healthcare points to the
parties’ stipulation that agency staff are not Hennepin Healthcare employees and are not
subject to the terms of the collective bargaining agreement. Hennepin Healthcare contends
that the arbitrator impermissibly ignored the factual distinction between agency staff and
union employees to which the parties had stipulated and that he made findings expressly
contrary to the stipulation.
21
To support its argument, Hennepin Healthcare points to our statement in State
Auditor that a reviewing court’s role includes “ ‘determin[ing] whether specific language
in the . . . submission precludes’ ” the arbitration award. 504 N.W.2d at 755 (quoting City
of Bloomington, 290 N.W.2d at 602). City of Bloomington, the 1980 case quoted in State
Auditor, did not involve the essence test, but the issue in that case also centered upon
whether an arbitrator exceeded his power. 290 N.W.2d at 6 00. After arbitration of the
underlying grievance, the arbitrator had issued an award (1) finding that the employer did
not have just cause to discharge an employee and (2) granting the employee backpay. Id.
The district court vacated the award based on its conclusion that the only issue submitted
to the arbitrator was whether there was just cause to discharge—and this singular issue did
not include fashioning a remedy. Id. We reversed, stating that “the power to fashion a
remedy is a necessary part of the arbitrator’s jurisdiction unless withdrawn from him by
specific contractual language between the parties or by a written submission of issues
which precludes the fashioning of a remedy.” Id. at 603 (emphasis added).
Thus, determining the limits set on an arbitrator’s award by the parties’
“submission” is an issue of determining the scope of issues submitted for arbitration—not
an issue involving the content of the parties’ fact stipulations. Hennepin Healthcare and
AFSCME each submitted an issue for the arbitrator to resolve, but the issues submitted
addressed substantially the same question: whether Hennepin Healthcare violated the
collective bargaining agreement by subcontracting for services for more than 6 months.
4

4 Hennepin Healthcare submitted the following issue: “Is the Employer’s authority to
contract for services under Article 42 of the collective bargaining agreement . . . limited in
22
The arbitrator directly answered this question by concluding that, under the collective
bargaining agreement, Hennepin Healthcare could not use contracted workers for more
than 6 months without obtaining the Union’s consent. Thus, the specific language of the
issue submitted for arbitration does not preclude the award.
In sum, we conclude that Hennepin Healthcare has failed to meet its burden to
demonstrate that the arbitrator clearly exceeded the powers granted to him in the collective
bargaining agreement because the arbitrator’s award did not draw its essence from the
agreement. See Minn. Stat. § 572B.23(a)(4). Because Hennepin Healthcare failed to meet
that burden, we cannot conclude that the arbitration award should be vacated. We may not
have interpreted the collective bargaining agreement as the arbitrator did here. The dissent
certainly would not, and there is room for reasonable disagreement on the merits of that
question. However, the fact that this dispute was subject to arbitration “necessarily limited
the availability of the protections and advantages of the judicial system,” including
anything other than “very limited review of the final award.” Seagate Tech., 854 N.W.2d
at 765. The result of this dispute today may well have been different if our review were
not so limited. But we cannot disregard the narrow grounds for review dictated by the
Minnesota Uniform Arbitration Act.

duration to six months?” AFSCME submitted the following questions: “Did the employer
violate the [collective bargaining agreement] when it filled bargaining unit positions with
contractors for longer than six months? If so, what is the remedy?”

23
II.
The parties also dispute whether the arbitrator’s award improperly infringes upon
Hennepin Healthcare’s right to make inherent managerial policy decisions. Under the
Public Employment Labor Relations Act, a public employer like Hennepin Healthcare “is
not required to meet and negotiate on matters of inherent managerial policy.” Minn. Stat.
§ 179A.07, subd. 1 (2022).
In its brief to the court of appeals, Hennepin Healthcare asserted that its decision to
subcontract is a matter of inherent managerial policy. Accordingly, Hennepin Healthcare
argued, the arbitrator’s award, which arguably limited its ability to subcontract for services,
improperly infringed upon this inherent managerial policy decision. The court of appeals
did not reach this issue because it determined that its “holding that the arbitrator exceeded
his power eliminate[d] the need to address” it. Hennepin Healthcare Sys., 974 N.W.2d at
593–94.
Because the court of appeals did not reach this issue, we too do not address the
merits of the parties’ arguments regarding Hennepin Healthcare’s inherent managerial
rights.
5 See King’s Cove Marina, LLC v. Lambert Com. Constr. LLC, 958 N.W.2d 310,

5 Moreover, we recognize that the issue of inherent managerial policy decisions is not
properly before us because we did not grant review of the issue. We granted AFSCME’s
petition for review of the following issue: “Did the Court of Appeals err in reversing the
Trial Court’s order which denied Respondent’s Motion to Vacate and instead ordered
confirmation of the at issue arbitration award?” In its response to AFSCME’s petition for
review, Hennepin Healthcare did not raise the inherent managerial policy issue except to
note that the court of appeals did not reach it. An issue is not properly before this court
when a party presents it for the first time in its brief, and we generally do not address issues
that were not raised in a party’s petition for review. Curtis v. Curtis, 887 N.W.2d 249, 251
24
324 n.8 (Minn. 2021). Instead, we remand the case to the court of appeals, which may
consider the merits of the issue.
CONCLUSION
For the foregoing reasons, we reverse the decision of the court of appeals and
remand the case to the court of appeals.
Reversed and remanded.

CHUTICH, J., took no part in the decision of this case.

n.1 (Minn. 2016). Accordingly, we conclude that the issue of Hennepin Healthcare’s
inherent managerial rights is not properly before us on this appeal.
D-1
D I S S E N T
ANDERSON, Justice (dissenting).
This dispute arises out of two collective bargaining agreements between Hennepin
Healthcare System, Inc. (Hennepin Healthcare) and American Federation of State, County,
and Municipal Employees, Council 5 (AFSCME). AFSCME filed a grievance that was
heard before an arbitrator. The arbitrator ruled in favor of AFSCME, concluding that
Hennepin Healthcare violated the agreements because Hennepin Healthcare used
subcontracted staff for longer than 6 months. The district court confirmed the arbitration
award, but the court of appeals reversed and remanded to the district court to vacate the
award.
Because the arbitrator exceeded his authority in deciding in favor of AF SCME, I
would affirm the decision of the court of appeals.
We are required to vacate an award when an arbitrator exceeds the authority granted
to the arbitrator by the agreement. Minn. Stat. § 572B.23(a)(4) (2022). We determine the
“scope of the arbitrator’s authority de novo,” and this determination “is a matter of contract
interpretation to be determined from a reading of the parties’ arbitration agreement.”
County of Hennepin v. Law Enf’t Lab. Servs., Inc., Loc. No. 19, 527 N.W.2d 821, 824
(Minn. 1995). We will set aside an arbitration award “only when the objecting party
establishes that the arbitrators have clearly exceeded the powers granted to them in the
arbitration agreement.” Id. “Every reasonable presumption must be exercised in favor of
the finality and validity of the arbitration award, and courts will not overturn an award
merely because they disagree with the arbitrator’s decision on the merits.” State Auditor
D-2
v. Minn. Ass’n of Pro. Emps., 504 N.W.2d 751, 754–55 (Minn. 1993) (citations omitted).
When reviewing an arbitration award, we apply the “essence” test, which allows the
arbitrator to consider other indicia of party intent to construe the contract. See Ramsey
County v. AFSCME, Council 91, Loc. 8, 309 N.W.2d 785, 790 (Minn. 1981).
We begin with the arbitrator’s scope of authority, which is dictated by the agreement
of the parties. See Law Enf’t Lab. Servs., 527 N.W.2d at 824. There are two collective
bargaining agreements at issue, but we refer to the agreements coll ectively because the
disputed provisions are identical. Here, the parties’ agreement limited the scope of the
arbitrator’s powers in Article 7, section 4:
The arbitrator shall not have the right to amend, modify, nullify, ignore, add
to, or subtract from the provisions of this AGREEMENT. The arbitrator
shall consider and decide only the specific issue(s) submitted, in writing, by
the EMPLOYER and the UNION, and shall have no authority to make a
decision on any other issue(s) not so submitted.

The arbitrator shall be without power to make decisions contrary to or
inconsistent with or modifying or varying in any way the application of laws,
rules or regulations having the force and effect of law. The decision shall be
based solely upon the arbitrator’s interpretation or application of the express
terms of this AGREEMENT and on the facts of the grievance presented.

We turn next to the relevant specific limitations on the parties as detailed in the
agreement in Articles 3 and 42. Article 3 contains a list of definitions for terms used in the
agreement. The relevant term for this dispute is “temporary employee,” which is defined
as “[a]n individual designated by the EMPLOYER as temporary and whose employment
is not to exceed six (6) months duration in temporary status in a calendar year.” Article 42
clearly and unequivocally reserves to the employer certain contracti ng rights as follows:
D-3
“Nothing in this AGREEMENT shall prohibit or restrict the right of the EMPLOYER from
contracting with vendors or others for materials or services.”
These provisions have been in the parties’ collective bargaining agreement since at
least 2004. In October 2015, as permitted by Article 42, Hennepin Healthcare entered into
3-year service contracts with staffing agencies to provide temporary and contract-to- hire
staff. The contracts were renewed in 2018. Although the service contracts with these
agencies cover some services performed by AFSCME’s two bargaining units, the contracts
also cover services outside of the bargaining units, including nursing, medical assistant,
physical assistant, pharmacy technician, accountant, and others. Th ese service contracts
establish an independent-contractor relationship between Hennepin Healthcare and each
staffing agency. Hennepin Healthcare pays the staffing agency, which then selects and
directly pays the staff. The contracts require the agencies to select the means, method, and
manner of performing the services and to find and retain qualified staff to perform the
services.
Crucially, according to the service contracts and as stipulated to by the parties, the
subcontracted staff “have no contractual relationship with [Hennepin Healthcare] and
will not be considered employees of [Hennepin Healthcare].” (Emphasis added.) The
contracted staff is not entitled to any compensation or benefits from Hennepin Healthcare
because the staff is employed by the staffing agencies, not Hennepin Healthcare. The
subcontractors are not covered by the collective bargaining agreement. These facts are not
disputed. At the arbitration stage, AFSCME conceded that “nothing in either [agreement]
limits [Hennepin Healthcare’s] ability to contract with any outside vendor” or its ability to
D-4
hire “whomever they choose,” and Hennepin Healthcare “has near unlimited discretion” to
contract out for services. AFSCME further conceded that “contractors and temporary
employees are two different things.”
The arbitrator incorporated the parties’ stipulations, acknowledging that the
subcontractors “have no contractual relationship with [Hennepin Healthcare]” and they
“are not [Hennepin Healthcare] employees, they are not included within either bargaining
unit represented by AFSCME Local 977, nor are they subject to the terms and conditions
of employment set forth in the [collective bargaining agreement].” After acknowledging
these distinctions and limitations, the arbitrator imposed a temporal restriction on Hennepin
Healthcare’s right to subcontract. Relying upon Article 3 of the agreement, he determined
that Hennepin Healthcare violated the agreement by continuing a subcontract for more than
6 months. He disregarded the distinction between the subcontractors and employees by
labeling them collectively as workers. He then concluded that “[c]ontinuing a temporary
worker supplied by a staffing agency performing bargaining unit work for over six (6)
months in a calendar year is a violation of Article 3, W, of the [collective bargaining
agreement].” (Emphasis added.) “Worker” is nowhere to be found in Article 3. Article 3
defines “temporary employee,” something that the subcontractors are clearly not.
(Emphasis added.)
Hennepin Health care’s right to contract with other vendors for services
was governed by Article 42. And Article 42 explicitly states that “[n]othing in this
AGREEMENT shall prohibit or restrict the right of the EMPLOYER from contracting with
vendors or others for materials or services.” Article 42 of the agreement is clear and
D-5
unambiguous—nothing means nothing. The only condition on Hennepin Healthcare’s
unrestricted right is clearly stated in section 2 of Article 42:
In the event the EMPLOYER finds it necessary to subcontract out work now
being performed by existing employees that will result in the layoff of
employees, the UNION will be notified no less than ninety (90) calendar days
in advance of the date the employees will be laid off as a result of the decision
to subcontract. During the ninety (90) day period, the EMPLOYER will
meet with the UNION and discuss ways and means of minimizing any impact
subcontracting may have on employees. In the event that existing employees
are laid off as a result of the EMPLOYER engaging in a contract for service,
the EMPLOYER agrees to make reasonable effort to relocate such
employees in other positions for which they are qualified.

Not only does AFSCME concede the difference between temporary employees and
subcontractors, the parties recognized in writing that the employer’s exercise of this
subcontracting right might affect employees. In the event subcontracting resulted in the
layoff of employees, the agreement required the parties to meet and confer and also
imposed on the employer a “reasonable effort” relocation requirement.
1 Clearly the parties
were aware of potential issues regarding subcontracting and documented their agreed-upon
negotiations in Article 42.
The arbitrator did not interpret and apply the definition of “temporary employee” to
Article 42 but rather added a restriction on Hennepin Healthcare’s right to subcontract.
The arbitrator proposed a new term and effectively rewrote Articles 3 and 42 to accomplish
a desired outcome. The arbitrator identified no past practice or bargaining history
supporting the decision to override the express terms of the agreement but instead imposed

1 The parties stipulated that no Hennepin Healthcare employees covered by the
collective bargaining agreements were laid off or displaced because of the subcontracting.
D-6
“his own brand of industrial justice.” United Steelworkers v. Enter. Wheel & Car Corp.,
363 U.S. 593, 597 (1960). Whatever else the arbitrator’s exercise in creative writing might
be, it clearly is not supported by the “essence of the contract” as required by our
jurisprudence. This is rewriting the contract to fit a particular outcome.
The parties specifically agreed, in Article 7, section 4, in clear and unambiguous
language, “The arbitrator shall not have the right to amend, modify, nullify, ignore, add to,
or subtract from the provisions of this AGREEMENT.” The same section further provided
that the arbitrator’s decision was to be based “solely upon the arbitrator’s interpretation or
application of the express terms.” (Emphasis added.) By redefining temporary employee
to include a new term, “workers,” and by rewriting Article 42 to include this new term in
order to impose a new temporal restriction on the undisputed right of the employer to
contract for services, the arbitrator did not base his decision “solely upon” the “express
terms” of the agreement.
The arbitrator claimed to be reconciling a conflict between Articles 3 and 42. But
as the court of appeals correctly noted, there is “no literal, substantive conflict between
Articles 3 and 42; each Article regards different rights as to different classes of workers,
and each stands independent of the other.” H ennepin Healthcare Sys., Inc. v. AFSCME
Minn. Council 5, Union, 974 N.W.2d 590, 593 (Minn. App. 2022). Article 3 is clearly
and unambiguously cabined to temporary employees. Article 42 clearly and
unambiguously allows for the employer’s unrestricted right to contract with vendors for
services. These two provisions are distinct and separate. The arbitrator’s actions resulted
in nullifying a significant provision of the collective bargaining agreement. By
D-7
invalidating the employer’s unrestricted right to subcontract, the arbitrator exceeded the
authority granted to him by the agreement of the parties. The arbitrator’s action requires
us to vacate the award as “we cannot convey broader powers than the words of the
arbitration agreement provide under their ordinary meaning.” Seagate Tech., LLC v. W.
Digit. Corp., 854 N.W.2d 750, 761 (Minn. 2014); Minn. Stat. § 572B.23(a)(4). An
arbitrator “cannot expand his authority beyond what could reasonably be interpreted from
the arbitration agreement.” Seagate Tech., 854 N.W.2d at 762.
The arbitrator’s decision here is even more outrageous given the stipulated facts that
the arbitrator acknowledges in his award. The arbitrator concedes that the service contracts
with the contracted staff “establish [an] independent-contractor relationship between
[Hennepin Healthcare] and each staffing agency.” The arbitrator agrees that the agencies
paid and controlled the staff. The arbitrator acknowledged “[t]he staff selected by the
staffing agencies have no contractual relationship with [Hennepin Healthcare] and will not
be considered employees of [Hennepin Healthcare],” and that “[b]ecause the agency staff
are not [Hennepin Healthcare] employees, they are not included within either bargaining
unit represented by AFSCME Local 977, nor are they subject to the terms and conditions
of employment set forth in the [collective bargaining agreement].” (Internal quotation
marks omitted.)
One might ask what’s left to resolve after considering the language of the agreement
and the stipulated facts acknowledged by the arbitrator. Yet somehow, the arbitrator then
concluded these individuals are “workers” and governed by an agreement that, by its own
terms, excludes them. Cf. Cournoyer v. Am. Television & Radio Co., 83 N.W.2d 409, 412
D-8
(Minn. 1957) (“Mistake which justifies the setting aside of an arbitration award refers to a
situation where the arbitrators have not correctly applied their own theory, rule, or formula
which they intended to apply, so that a mistake was made which brings about a result not
in accord with their own reasoning and judgment.”).
Put more simply and bluntly, this is a misuse of the arbitration process that we
should not countenance.
I turn next to our precedent, which does not support the result reached by the court.2
AFSCME and the court rely on an earlier decision of our court that upheld an arbitration
agreement that conflicted with the express language of the agreement. See Ramsey County,
309 N.W.2d at 789. Setting aside whether Ramsey County was correctly decided, Ramsey

2 We adopted the federal “essence” test to review arbitration awards. Ramsey County,
309 N.W.2d at 790 (relying upon Enter. Wheel, 363 U.S. at 597). In doing so, we
recognized “the elusive nature” of the test. Id. Ultimately, we settled on the interpretation
of the test as articulated by the Seventh Circuit:

An arbitrator’s award does draw its essence from the collective bargaining
agreement so long as the interpretation can in some rational manner be
derived from the agreement, viewed in the light of its language, its context,
and any other indicia of the parties’ intention; only where there is a manifest
disregard of the agreement, totally unsupported by principles of contract
construction and the law of the shop, may a reviewing court disturb the
award.

Amoco Oil Co. v. Oil, Chemical & Atomic Workers Int’l Union, Loc. 7-1, Inc., 548 F.2d
1288, 1294 (7th Cir. 1977) (citation omitted) (internal quotation marks omitted); see
Ramsey County, 309 N.W.2d at 792 (applying the essence test). Based on this standard,
“an arbitrator may look to sources other than those which a court would consider, such as
the parties’ relationship, practices of the industry, history of the agreement and other
factors” to construe the bargaining agreement. Metro. Airports Comm’n v. Metro. Airports
Police Fed’n, 443 N.W.2d 519, 524 (Minn. 1989) (citing Ramsey County, 309 N.W.2d at
791). None of those sources support the arbitrator’s award here.
D-9
County involved far different circumstances than are presented here. In Ramsey County,
the arbitrator relied upon the evidence of past practice in addition to construing the contract
to dictate the award. Id. at 793. Ramsey County does not stand for the proposition that an
arbitrator may contradict and ignore clear and unambiguous provisions of a bargaining
agreement. As the court in Ramsey County acknowledged:
The sole issue before [the] court on appeal [was]: did the arbitrator exceed
his powers within the meaning of Minn. Stat. § 572.19, subd. 1(3) (1980) in
issuing an award based upon the past practice of the parties where the
practice conflicts with the clear and unambiguous language of the parties’
written agreement?

Id. at 789. Ramsey County stands for the narrow proposition that an arbitrator’s award may
draw its essence from a collective bargaining agreement when the arbitrator relied on
evidence of the parties’ past practices among other considerations when interpreting the
agreement. Id. at 792–93. The court determined the arbitrator “did not change the
contractual language solely on the basis of his own personal, extracontractual judgment.”
Id. at 793. Instead, the arbitrator “looked to the mutual intent of the parties as evidenced
by their bargaining history and past practice.” Id. Here, the arbitrator did not find any
other evidence indicating the intent of the parties was that the subcontracting right of
Hennepin Healthcare was restricted by the “temporary employee” definition. Thus,
Ramsey County does not support upholding the arbitrator’s decision in this case.
3

3 The court also claims that upholding the arbitrator’s award is supported by our
decisions in Metropolitan Airports Commission, 443 N.W.2d 519, and State Auditor,
504 N.W.2d 751. I disagree. These decisions did not involve an arbitrator ignoring clear
and unambiguous provisions, and so the decisions are irrelevant to this dispute. Unlike the
dispute at hand, Metropolitan Airports Commission and State Auditor involved situations
in which the arbitrator considered a variety of factors to give meaning to undefined terms.
D-10
Other jurisdictions, using the essence test, have recognized the limits of arbitrators
exceeding their authority when arbitrators disregard clear and unambiguous language in
the contract. See, e.g., Sw. Airlines Co. v. Loc. 555, Transport Workers Union of Am.
AFL-CIO, 912 F.3d 838, 840 (5th Cir. 2019) (holding an arbitrator exceeded his authority
by disregarding the unambiguous terms of the parties’ collective bargaining agreement);
Phillips 66 Co. v. Int’l Union of Operating Engs. Loc. 351, 494 F. Supp. 3d 395, 403 (N.D.
Tex. 2020) (vacating an arbitration award because the arbitrator “added an extra-textual
limitation” on the employer); State ex rel. Greitens v. Am. Tobacco Co., 509 S.W.3d 726,
740 (Mo. 2017) (en banc) (concluding an arbitration panel exceeded its powers by issuing
an award that contradicted the clear and unambiguous provisions of a settlement
agreement); Nappa Constr. Mgmt., LLC v. Flynn, 152 A.3d 1128, 1134 (R.I. 2017)
(vacating an arbitration award because the arbitrator “interpreted the contract in a manner
that fail[ed] to draw its essence from the parties’ agreement and manifestly disregard[ed]
a provision of the agreement”); Commonwealth ex rel. Kane v. Philip Morris USA, Inc.,
114 A.3d 37, 65 (Pa. Commw. Ct. 2015) (concluding an arbitration panel’s award “did not
draw its essence from the [agreement] because the panel departed from the
[agreement]’s clear and unambiguous language”).

See Metro. Airports Comm’n, 443 N.W.2d at 524 (reinstating the arbitrator’s award that
undertook a fact-intensive inquiry to determine whether dispatch work was law
enforcement work normally performed by employees in the bargaining unit); State Auditor,
504 N.W.2d at 755 (recognizing the subject agreement failed to define what constitutes
“just cause,” and that just cause was an ambiguous term).
D-11
The Ninth Circuit has noted that “[w]e have become an arbitration nation.” Aspic
Eng’g & Constr. Co. v. ECC Centcom Constructors LLC, 913 F.3d 1162, 1169 (9th Cir.
2019). And we have recognized that “[t]he general policy of Minnesota is to encourage
arbitration as a speedy, informal, and relatively inexpensive procedure for resolving
controversies.” Lickteig v. Alderson, Ondov, Leonard & Sween, P.A., 556 N.W.2d 557,
562 (Minn. 1996). But despite the buildup of precedent that repeats the mantra that
arbitration awards are entitled to a high standard of review, that precedent does not require
us to blindly approve every arbitration award.
The Minnesota Legislature provided a check on the authority of arbitrators by
requiring courts to vacate an arbitration award if “an arbitrator exceeded the arbitrator’s
powers.” Minn. Stat. § 572B.23(a)(4). The arbitrator here exceeded the powers granted to
him by the negotiated agreement between the parties and vacation of the award necessarily
follows.
For the foregoing reasons, I would affirm the decision of the court of appeals
vacating the arbitration award.

GILDEA, Chief Justice (dissenting).
I join the dissent of Justice Anderson.