MEMORANDUM DECISION AND ORDER I. INTRODUCTION On November 18, 2021, Petitioner and Cross-Respondent Conmed Corporation filed a verified petition pursuant to Section 10 of the Federal Arbitration Act (“FAA”), 9 U.S.C. §10, to partially vacate an arbitration award associated with an arbitration that occurred between Conmed and Respondent and Cross-Petitioner First Choice Prosthetic & Orthopedic Service, Inc. (“First Choice”). (Dkt. No. 1). First Choice filed an answer to Conmed’s petition and a cross-petition pursuant to 9 U.S.C. §9 to confirm the arbitration award on August 8, 2022. (Dkt. No. 43).1 The parties’ petitions are fully briefed. (See Dkt. Nos. 44, 47, 52, 60). For the following reasons, the Court denies Conmed’s petition to vacate and grants First Choice’s cross-petition to confirm the arbitration award. II. BACKGROUND2 A. The Parties’ Contractual Relationship Conmed is a corporation “engaged in the manufacture, distribution and sale of a variety of medical devices” in the United States and abroad. (Dkt. No. 1, 1).3 First Choice is a Puerto Rican corporation engaged in the business of distributing and selling medical products in Puerto Rico. (Id. 2). On November 17, 2014, the parties entered into a sales authorization letter (the “2014 SAL”). (Dkt. No. 1-1). The 2014 SAL authorized First Choice to sell Conmed’s “Sports Medicine, Power Arthroscopy and 2D Visualization Products” in Puerto Rico and stated that this authorization was valid for a one-year term. (Id.). Disputes between the parties arose, including about the exclusive or non-exclusive nature of First Choice’s authorization, First Choice’s failure to make payments or timely payments, and lack of adequate customer service. (See generally Dkt. No. 1-6 (arbitrator’s final award)).4 The parties subsequently executed another sales authorization letter effective December 20, 2018 through December 31, 2019 (the “2019 SAL”). (Dkt. No. 1-2). The 2019 SAL authorized First Choice the exclusive right to sell Conmed sports medicine products in Puerto Rico and the nonexclusive right to sell Conmed “Ortho Power” products in Puerto Rico. (Id. at 2). Given First Choice’s arrearages, the 2019 SAL also provided that the “overall debt balance owed to Conmed after recent video adjustments is $325,000. This balance could be further reduced by ~$30K for the 4th outstanding video tower on consignment at Bella Vista Hospital.” (Id. at 4). First Choice agreed to pay Conmed “$6,000 on or before the 15th day of each month beginning on January 15, 201[9]” until its balance was paid off. (Id.). The agreement set forth “ reasonable purchase targets” and provided that First Choice’s failure to achieve the purchase targets or make the $6,000 monthly payments allowed Conmed to terminate the agreement immediately. (Id. at 2-3). Either party was permitted to terminate the agreement “for any reason or for no reason, upon ninety (90) days written notice to the other party.” (Id. at 3). The 2019 SAL contains an arbitration provision, which provides in relevant part: Except for actions by CONMED for collection of monies or disputes involving intellectual property rights, all disputes, including disputes as to arbitrability, arising out of or relating to this Agreement or the rights and obligations of the parties shall be submitted to arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) prevailing at the time (the Rules); provided, however, that in the event of a conflict between such Rules and this Agreement, the latter shall control. There shall be a single arbitrator, who shall be a resident of New York, NY.…The place of arbitration shall be New York, NY. This Agreement and the rights and obligations of the parties hereunder shall in all respects be governed by and interpreted, construed, and enforced in accordance with, and any arbitration hereunder shall apply, the laws of the State of New York, without giving effect to conflicts of law principles. (Id. at 3-4).5 B. The Arbitration 1. The Arbitration Demand On November 16, 2020, Conmed filed a demand for arbitration with the American Arbitration Association. (Dkt. No. 1-3). Conmed’s demand complained of First Choice’s alleged failure to meet its purchase targets and make required debt repayments. (Id. at 34). Conmed sought a declaration that “the merits of this arbitration, and the parties’ rights and obligations under the Subject Agreements shall be determined under New York substantive law” and that “Conmed is entitled under the Subject Agreements to terminate the parties’ contractual relationship immediately, without penalty,” as well as damages in the amount of $187,492.96 for unpaid amounts. (Id. at 35-36). First Choice responded to Conmed’s demand. (Dkt. No. 1-4). Attorney David C. Singer, an attorney based in New York, New York, was selected as the arbitrator. (Dkt. No. 1, 8; Dkt. No. 43-1, at 27-43). 2. The Choice-of-Law Decision From the outset of the arbitration proceedings, the parties disputed which substantive law would apply, and they submitted the issue to the arbitrator. (See Dkt. Nos. 1-7, 1-8, 1-9, 1-11, 1-12, 1-13 (the parties’ briefing on the choice-of-law issue)). On June 30, 2021, the arbitrator issued an order regarding choice of law (the “Choice-of-Law Decision”). (Dkt. No. 1-5). After quoting the relevant provision from the 2019 SAL providing that “any arbitration hereunder shall apply, the laws of the State of New York, without giving effect to conflicts of law principles,” the arbitrator noted as an initial matter that the parties had requested that he decide whether New York or Puerto Rico law applied and “agree[d] that the Arbitrator has the authority to decide this issue.” (Id. at 2-3). The arbitrator next rejected First Choice’s argument that the 2019 SAL was a contract of adhesion and therefore that the choice-of-law provision was unenforceable. (Id. at 3). The arbitrator reasoned that both parties are “sophisticated corporate entities” and that there was no evidence presented to establish that the agreement “was not knowingly and freely entered into.” (Id.). The arbitrator next considered Puerto Rico’s Dealer’s Act (known as “Law 75″) and its applicability to the parties’ agreement. (Id. at 3-4). Law 75 applies to dealer’s contracts, defined as a “[r]elationship established between a dealer and a principal or grantor whereby…the former actually and effectively takes charge of the distribution of a merchandise, or of the rendering of a service, by concession or franchise, on the market of Puerto Rico.” P.R. Laws Ann. tit. 10, §278(b). Law 75 further provides: The dealer’s contracts referred to in this chapter shall be interpreted pursuant to and ruled by the laws of the Commonwealth of Puerto Rico, and any other stipulation to the contrary shall be void. Any stipulation that obligates a dealer to adjust, arbitrate or litigate any controversy that comes up regarding his dealer’s contract outside of Puerto Rico, or under foreign law or rule of law, shall be likewise considered as violating the public policy set forth by this chapter and is therefore null and void. Id. §278b-2. The law also states that its provisions “are of a public order and therefore the rights determined by such provisions cannot be waived.” Id. §278c. The arbitrator held that it was “clear that Puerto Rico has a strong public policy that relates to the termination of [First Choice's] dealership, as evidenced by Law 75.” (Dkt. No. 1-5, at 3). By contrast, the arbitrator determined that New York “has no such public policy interest in this matter” and that New York’s “contacts with this case are minimal.” (Id. at 3-4 (noting that Conmed was based in Florida during the relevant time period and that First Choice does no business in New York)). The arbitrator found Puerto Rico’s contacts to be “extensive” and that Puerto Rico had a “more significant connection to the relationship between the parties and the facts relating to this case than New York.” (Id. at 4 (noting that Puerto Rico is where First Choice is located, orders were placed, delivery of products was made, and products were sold)). The arbitrator therefore determined that Puerto Rico law should apply, citing cases where “New York federal courts have directed the application of Puerto Rican law, specifically Law 75, in circumstances where New York or some other state law was expressly provided for in the operative agreement.” (Id. at 4-5 (citing Caribbean Wholesales & Serv. Corp. v. US JVC Corp., 855 F. Supp. 627 (S.D.N.Y. 1994); Southern Int’l Sales Co. v. Potter & Brumfield Div. of AMF Inc., 410 F. Supp. 1339 (S.D.N.Y. 1976))). Finally, the arbitrator considered Conmed’s argument that the FAA preempts Law 75 to the extent it requires application of Puerto Rico law to the parties’ dispute. (Id. at 5). The arbitrator noted that the “purpose of the FAA is to ensure that agreements to conduct private arbitrations are enforced.” (Id.). He determined, however, that the “governing law provision of Law 75 does not disproportionately apply to arbitration agreements” and that a “party cannot insulate itself from the governing law that otherwise would apply simply through the inclusion of an arbitration clause in an agreement.” (Id.). Finally, the arbitrator distinguished the caselaw on which Conmed relied involving “class action waivers and other arbitration rules.” (Id.). He determined that such rules “generally are not viewed as substantive non-waivable law,” whereas Law 75 “is the mandatory law of Puerto Rico.” (Id.). 3. The Arbitration Record The arbitrator held a three-day evidentiary hearing over Zoom on July 27, 28, and 30, 2021. (Dkt. No. 1, 29; Dkt. No. 4 (transcript of arbitration hearing)). Conmed offered evidence through the Declaration of Andreea Teodorescu, its Regional Business Manager for the Caribbean Region, with Exhibits 1 through 45. (Dkt. No. 1, 30; see Dkt. Nos. 1-14, 1-15, 1-16, 1-17). First Choice offered evidence through the Affidavit of Mario García, its President, together with 72 exhibits. (Dkt. No. 43-1, at 18-19; see Dkt. Nos. 1-18, 44-1 through 44-71). Both Ms. Teodorescu and Mr. García testified at the hearing. (See generally Dkt. No. 4). The parties then submitted post-hearing briefing regarding the issues in dispute. (See Dkt. Nos. 1-20, 1-21, 1-22, 1-23). 4. The Final Award The arbitrator issued his final award (the “Final Award”) on November 10, 2021. (Dkt. No. 1-6). a. Factual Findings After reciting the case’s procedural history, the arbitrator made the following findings of facts. Conmed and First Choice entered into the 2014 SAL in November 2014. (Id. at 4). The 2014 SAL did not include an arbitration clause, sales targets, or representations regarding exclusivity. (Id.). First Choice believed that the “distributorship was intended to be exclusive from the beginning,” and first learned that it was not exclusive in 2016. (Id. at 4-5). First Choice represented that it invested approximately $250,000 in the business since beginning its contractual relationship with Conmed. (Id. at 5). “Over time,” the arbitrator found, “First Choice did not pay for Products that it purchased from Conmed.” (Id.). As of September 30, 2018, First Choice owed Conmed $443,804.15 for products it had purchased, and Conmed began requiring that First Choice pay for products upon purchase instead of within 90 days of the issuance of an invoice. (Id.). Conmed also required First Choice to make monthly payments in the amount of $12,000 to reduce its arrearages. (Id.). The parties then entered into the 2019 SAL, which applied to the period from December 20, 2018 to December 31, 2019. (Id.).6 Under the 2019 SAL, which did provide for arbitration of disputes: (1) First Choice “became the exclusive distributor in Puerto Rico of Conmed’s sports medicine” products; (2) First Choice “continued as a non-exclusive distributor of Conmed’s orthopedic power” products; (3) First Choice was “subject to annual purchase targets of $275,000 for sports medicine Products and $175,000 for orthopedic power Products”; (4) First Choice was required to make monthly payments of $6,000 to pay down its accumulated arrearages; (5) First Choice was required to pay for all future purchases of products in cash and in advance; (6) the parties may terminate the agreement upon 90 days’ written notice “for any reason or no reason” and Conmed may terminate immediately in certain specified situations; and (7) the parties specified that First Choice’s “overall debt balance” was $325,000. (Id. at 5-6). In April 2019, First Choice had reduced its arrearages to $268,492.96. (Id. at 6). The arbitrator further found that Mr. García had “conveyed to Conmed various reasons why, in his view, sales of Conmed Products were not higher.” (Id.). These reasons included “weakness in the Puerto Rican market, natural catastrophes such as hurricanes, unavailable or delays in delivery of Products, dissatisfaction among doctors with Conmed Products, and difficulties with insurance reimbursement.” (Id. at 6-7). Puerto Rico experienced Hurricane Maria in 2017, earthquakes in December 2019, and the Covid-19 pandemic beginning in March 2020. (Id. at 5, 7). “First Choice’s business was harmed as a result, and it was unable to meet its $6,000 monthly payment obligations pursuant to the 2019 SAL.” (Id. at 7). Conmed agreed to “pause” the monthly payments for April and May 2020. (Id.). In the summer of 2020, the parties “negotiated a new arrangement, pursuant to which First Choice’s monthly payments…w[ere] reduced to $3,000.” (Id.). Although the parties were to “revisit the monthly payments” in October 2020, they had not revisited the issue as of the time of the arbitration hearing. (Id.). Finally, the arbitrator found that First Choice had reduced its arrearages owed to Conmed to $151,492.96 as of October 25, 2021. (Id. at 8). Neither party had terminated the contractual relationship, and First Choice “continue[d] to serve as distributor of Conmed Products in Puerto Rico.” (Id.). “As recently as November 2020, Conmed confirmed in writing to First Choice that it was not terminating First Choice as its distributor.” (Id.). b. Adjudication of Conmed’s Claims The arbitrator then addressed Conmed’s “claims that First Choice’s failure to meet its purchase targets, historical failure to pay[] invoices, bounced checks, lack of adequate customer service, and lack of integrity and honesty in its commercial dealings provide[d] it with sufficient bases to terminate its contractual relationship with First Choice, without penalty,” under Law 75. (Id.). Law 75 provides: Notwithstanding the existence in a dealer’s contract of a clause reserving to the parties the unilateral right to terminate the existing relationship, no principal or grantor may directly or indirectly perform any act detrimental to the established relationship or refuse to renew said contract on its normal expiration, except for just cause. P.R. Laws Ann. tit. 10, §278a. “Just cause” is defined as the “[n]onperformance of any of the essential obligations of the dealer’s contract, on the part of the dealer, or any action or omission on his part that adversely and substantially affects the interests of the principal or grantor in promoting the marketing or distribution of the merchandise or service.” Id. §278(d). In assessing whether Conmed had just cause to terminate its contractual relationship with First Choice, the arbitrator noted that “most” of Conmed’s allegations in this regard were “not recent.” (Dkt. No. 1-6, at 8). For example, non-payment for products “occurred in 2017 and earlier and ceased to accrue by the time of the 2019 SAL,” bounced checks “almost all occurred in 2017,” and certain “alleged customer dissatisfaction with First Choice occurred in 2018.” (Id. at 8-9). The arbitrator found that “[t]hese issues largely were explained, corrected [and/or] resolved by the time of, or as part of, the 2019 SAL,” which explicitly states that it “represent[s] the entire agreement between the parties…and supersede[s] all prior discussions, negotiations and preliminary agreements.” (Id. at 9). Accordingly, the arbitrator held that issues arising “prior to the 2019 SAL [were] not determinative in this Arbitration.” (Id.). The arbitrator next addressed Conmed’s argument that under the 2019 SAL it was entitled to terminate the relationship with First Choice immediately if First Choice failed to achieve its purchase targets or failed to make the $6,000 monthly payments. (Id.). With regard to missed sales targets, the arbitrator stated: “It is undisputable that, if sales targets set forth in the 2019 SAL were not met, such failure was caused, at least in part, by the unanticipated natural disasters and catastrophic [e]ffects in Puerto Rico of COVID-19.” (Id.). With regard to arrearages, which the arbitrator characterized as the “core issue in this Arbitration,” the arbitrator first recognized that Law 75 “provides that the failure to pay for product received constitutes just cause for termination of a distribution agreement.” (Id. at 9-10). The arbitrator determined that the 2019 SAL “resolved previously unresolved issues and provided a payment plan to address the arrearages going forward,” and that the parties agreed in 2020 to an updated payment plan when compliance with the 2019 SAL payment plan “became impossible due to the pandemic.” (Id. at 10). The arbitrator then determined that, since entering into the 2019 SAL until July 2020, First Choice paid Conmed $103,500 to reduce its arrearages. (Id.). Had First Choice paid $6,000 each month throughout that time period, except for the agreed-to two-month “pause” in April and May 2020 due to the pandemic, First Choice would have paid a total of $102,000. (Id.). Thus, the arbitrator determined that First Choice had “paid all that it was required to pay under the 2019 SAL” and had actually “overpaid the amount of $1,500.” (Id.). The arbitrator further determined that, for the period from August 1, 2020 through October 25, 2021, First Choice paid $42,750 towards its arrearages. (Id.). Had First Choice made monthly payments of $3,000 throughout this period, as the parties agreed in the summer of 2020, it would have paid a total of $45,000 — $2,250 more. (Id.). The arbitrator therefore determined that First Choice had underpaid Conmed “from the date of the 2019 SAL through October 25, 2021″ the amount of $750, which did “not warrant termination of the contractual relationship between the Parties.” (Id. at 11). Based on the above determinations, the arbitrator ordered First Choice to pay Conmed $3,750 by November 30, 2021, representing “the monthly payment requirement of $3,000 under the 2020 Arrangement, plus the $750 underpayment.” (Id.). First Choice was directed to thereafter “resume making monthly payments to Conmed of $6,000″ beginning in December 2021 and continue doing so until “the arrearages are paid off in full.” (Id.; see id. at 12-13). III. SUBJECT MATTER JURISDICTION The FAA “bestow[s] no federal jurisdiction” on federal courts. Hall St. Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576, 581-82 (2008). Rather, a federal court “may entertain an action brought under the FAA only if the action has an ‘independent jurisdictional basis.’” Badgerow v. Walters, 142 S. Ct. 1310, 1316 (2022) (quoting Hall St. Assocs., 552 U.S. at 582). In Vaden v. Discover Bank, the Supreme Court held that the text of Section 4 of the FAA, which allows a party to petition a federal district court for an order compelling arbitration, “instructs a federal court to ‘look through’ the petition [to compel arbitration] to the ‘underlying substantive controversy’ between the parties — even though that controversy is not before the court.” Id. at 1314 (quoting Vaden, 556 U.S. 49, 62 (2009)). However, in Badgerow, the Court held that the same “look-through” approach to determining jurisdiction does not apply to requests to confirm or vacate arbitral awards under FAA Sections 9 and 10. Id.7 Instead, in those situations “a court may look only to the application actually submitted to it in assessing its jurisdiction.” Id. Because Badgerow was decided after Conmed filed its petition, and cognizant of the Court’s obligation to ensure it has subject matter jurisdiction over this action, the Court sua sponte raised the issue of subject matter jurisdiction and directed the parties to file letter briefs. (Dkt. No. 61). In response, Conmed argues that this Court has both federal question and diversity jurisdiction. (Dkt. No. 62).8 While First Choice disputes that federal question jurisdiction exists, it agrees with Conmed that this Court has diversity jurisdiction. (Dkt. No. 63). The diversity jurisdiction statute grants the federal courts jurisdiction over civil actions “where the matter in controversy exceeds the sum or value of $75,000, exclusive of interest and costs,” and is between “citizens of different States.” 28 U.S.C. §1332(a)(1); see id. §1332(e) (defining “States” to include “the Commonwealth of Puerto Rico” for purposes of Section 1332). The existence of jurisdiction is assessed at the time the action is filed. Freeport-McMoRan, Inc. v. K N Energy, Inc., 498 U.S. 426, 428 (1991). Here, the parties are citizens of different States: Conmed is a corporation incorporated in Delaware with its principal place of business in Florida, and First Choice is a corporation incorporated in the Commonwealth of Puerto Rico with its principal place of business in Puerto Rico. (Dkt. No. 1,
