Background
Compeer Financial and Corporate America Lending, Inc. entered into a master participation agreement under which Compeer purchased participation interests in agricultural loans originated by Corporate America Lending in California. When the underlying borrower refinanced, Corporate America Lending received the payoff proceeds but withheld them from Compeer, allegedly as a negotiation tactic. Compeer initiated arbitration, alleging breach of contract and other claims. The arbitration panel issued a partial final award finding Corporate America Lending liable and recommending the appointment of a receiver to enforce the award. The district court confirmed the award and appointed a receiver. Corporate America Lending appealed, arguing the award was not final and that the receiver appointment was improper.
The court’s reasoning
The Eighth Circuit held that the partial final award was final and confirmable because it completely determined liability and damages regarding the payoff proceeds, despite retaining jurisdiction over other independent claims. The court rejected the argument that the award violated public policy, noting that the panel awarded relief on alternative grounds of unjust enrichment and breach of the implied covenant of good faith and fair dealing, which did not depend on the enforceability of the master participation agreement. Regarding the receiver, the court found the district court acted within its discretion because the defendant’s extreme noncompliance, misleading conduct, and attempts to conceal funds created an extreme situation where legal remedies were inadequate.
CAL’s behavior in this court and before the arbitrator has been so extremely noncompliant, misleading, and obstructionist that a court-appointed officer has to ensure that orders will be followed.
Compeer Financial, ACA v. Corporate America Lending, Inc., No. 25-1830 (8th Cir. July 6, 2026)
What it means going forward
Lending associations and parties to arbitration agreements must ensure strict compliance with preservation orders and arbitration awards. Courts are willing to appoint receivers to enforce awards when a party engages in obstructionist tactics, even if the underlying contract’s validity is contested, provided the award rests on independent equitable grounds.