Zela ''Zee'' G. Claiborne, Esq.

T: 415-982-5267
F:415-982-5287
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Zela ''Zee'' G. Claiborne, Esq., a full-time neutral since 1998, specializes in the resolution of complex domestic and international business disputes. As both a mediator and arbitrator, Ms. Claiborne is held in the highest regard by counsel for her exceptional listening skills, fairness, calming influence when diffusing volatile situations, and ability to reconstruct fractured business relationships. As a mediator, Ms. Claiborne is known for being tenacious in order to achieve settlements. As an arbitrator, she is known for her managerial style as well as for her fairness and approachability. She has extensive experience acting as sole arbitrator as well as chairing and serving on tripartite panels in arbitrations of all types.

ADR Experience and Qualifications 

  • Since starting her career in ADR in 1998, she has successfully mediated and arbitrated thousands of cases covering the following areas: business and commercial matters, construction, engineering and infrastructure, employment, energy, intellectual property, professional liability, and real estate. Many of her cases are international.
  • Nationally and locally recognized as a top mediator and arbitrator, with accolades such as “Best Lawyer, Alternative Dispute Resolution Category,” Best Lawyers in America, recognized as a “Super Lawyer in Mediation and Arbitration,” San Francisco Magazine, and recognized as a leading practitioner, Alternative Dispute Resolution Category, Who's Who Legal: California.
  • Continually called upon to chair and speak at arbitration trainings around the country, such as the ABA Arbitration Institute and programs of the College of Commercial Arbitrators.
  • Recognized as a Distinguished Fellow in the College of Commercial Arbitrators (Board of Directors).  

Representative Matters

Business and Commercial Disputes

  • Mediated resolution of a dispute between joint venture partners from the U.S. and India regarding the development and commercialization of a global M & A database related to the oil and gas industries
  • Arbitration of international dispute arising out of a Stock Purchase Agreement between companies in Spain and the U.S. involved in the electronic tolling industry (tripartite; chair)
  • Mining dispute between a company dredge mining for gold and another mining aggregates from dredge tailings arising out of contracts setting forth the parties' rights on shared property (tripartite)
  • Dispute arising out of a Stock Purchase Agreement involving the sale of a business that tests integrated circuits and other electronic components for use in high profile applications such as aircraft navigation and braking systems, nuclear control rod systems, and military equipment. Allegations against the seller included a failure to disclose defects in the testing software (sole arbitrator)
  • Claims of breach of licensing agreement involving financial services software used by major banks
  • Claim of corporate “freeze out” and demand for ownership of IP and stock by two former officers and directors against a start up company developing cutting edge technology for the purification of water and other liquids
  • Arbitrator for claims for monetary damages and injunctive relief arising out of a licensing agreement for computerized software for dialysis treatment and management (tripartite)
  • Settled a dispute between a semiconductor business and a digital video company concerning their respective obligations under a Tax Sharing Agreement
  • Sole arbitrator for claims by investors in secured real estate and construction loans against mortgage loan brokers
  • Mediated dispute arising out of an Equity Purchase Agreement involving firms working on government contracts for drone development; the parties disagreed about potential earn-out payments due when various EBITDA targets were reached
  • Mediated advertising industry case involving claimed interest in LLC providing ads on “spectacular” video billboards
  • Mediated dispute between medical device company and industrial gas business over storage tanks sold by trustee in bankruptcy
  • Mediated dissolution of business partnership involving companies in the golf course business
  • Mediated government contracts dispute between companies providing IT services to Air Force bases
  • Mediated an elderly resident’s claim against a non-profit retirement community over the terms of a Continuing Care Agreement

Construction

  • Chair of tripartite arbitration panel for complex dispute arising out of a fast-track contract for work on expansion of a wafer fabrication plant
  • Mediated a multimillion-dollar claim by contractors against a public entity arising out of a micro-tunneling operation to install new storm water and sewer lines under a river and an airport runway
  • Mediated $2 million claim by WBE contractor against the State of California Department of Transportation arising out of a highway pipeline rehabilitation project
  • Mediation of $200 million in claims between a public owner and a joint venture contractor arising out of a tunneling project for the conveyance system of a wastewater treatment plant; work involved use of a slurry tunnel boring machine and claims included breach of contract, differing site conditions, and defective specifications
  • Arbitration of multi-million dollar infrastructure dispute by contractor relating to design, fabrication, and erection of structural steel racking and process piping arising out of oil refinery construction (tripartite, Chair)
  • Claim by developer of an office building against a contractor and an architect for alleged infrastructure defects in the curtain wall that allowed water intrusion. After a jury trial and an $8 million verdict, the case settled in mediation before appeals were filed

Employment

  • Mediated resolution of a disability discrimination suit involving a city employee
  • Wrongful termination and gender/race discrimination claims by former employee of large international drug and medical device company
  • Claims of wrongful termination by geotechnical engineer against soils engineering firm
  • Pharmaceutical sales representatives’ claims of wrongful termination allegedly in retaliation for complaints about the employer’s marketing strategies and for age discrimination

Energy

  • Dispute among investors regarding plans to construct biogas facilities
  • Negotiation between North American and international solar companies involved in building solar photovoltaic facilities generating a total of 700 megawatts regarding terms for sharing rights of way and infrastructure for transmission lines in the U.S. 
  • Arbitration of multi-million dollar infrastructure dispute by contractor relating to design, fabrication, and erection of structural steel racking and process piping arising out of oil refinery construction (tripartite, Chair)
  • Claims of breach of a Power Purchase Agreement between a power company and a renewable power project developer (wind, solar, geothermal, biomass)
  • Claim against contractor by developer of $12.5 million solar project in Arizona involving 45,000 ground mounted photovoltaic panels
  • Sole arbitrator for contractor’s claims arising out of construction of a solar electric system at an Air Force base
  • Mediated settlement of a multi-million dollar dispute between a utility company and a developer arising out of a PPA
  • Mediated contract dispute between electrical contractor and power company

Insurance

  • Disputes involving construction of residential and commercial buildings with underlying coverage issues related to alleged defects and/or negligence
  • Cases involving time on risk and contribution as well as demands by additional insureds
  • Cases involving alleged bad faith refusal to defend
  • Coverage disputes involving property damage to a variety of structures and whether the damage was covered under existing policies
  • Mediated and arbitrated numerous cases involving the sale of life insurance and retirement policies by a major insurer
  • Successful resolution of claims related to title insurance regarding wrongful foreclosure and alleged title company errors
  • Claims against surety for failure to pay under construction performance bond
  • Coverage claims related to environmental contamination
  • Disputes related to Directors and Officers Liability Insurance
  • Claims related to allocation of defense costs among insurers

Intellectual Property

  • Arbitration of claims by large school district arising out of a licensing and services agreement for complex software developed to centralize educational records and track all students and programs (tripartite) 
  • Claims of infringement by patent holder against major automobile manufacturer arising out of patents for a three-valve engine design
  • Mediated patent infringement case regarding claim by a U.S. company against a semiconductor manufacturer in Taiwan involving a technique for optimizing the operation of core logic chipsets
  • Trademark infringement dispute between a publisher of video games and an international designer/manufacturer of military helicopters
  • Multi-million dollar claims of infringement of 8 patents related to pay-for-performance advertising between two of the leading web based companies
  • Chaired the arbitration panel for a dispute involving licensing claims to certain worldwide patents for cardiac stents, with rights valued at approximately $4 billion
  • Mediated case involving software piracy claims, alleging copyright and trademark infringement, brought by well-known international software company against a distributer
  • Sole arbitrator for claims of breach of Strategic Alliance Agreement and misappropriation of trade secrets involving a manufacturer of commercial building automation systems and a provider of wireless distribution systems

International

  • Dispute between one of the world’s largest semiconductor companies based in Switzerland and a California manufacturer of hard drives arising out of a Master Development Agreement and a series of Product Supply Agreements
  • Mediated to resolution a dispute between companies in the US and China involving claims of copyright infringement and misappropriation of trade secrets arising out of alleged unauthorized use of a software system used to manage government subsidies
  • Sole arbitrator for an arbitration of claims by a US designer and manufacturer of high-end bicycles against a distributor in Norway
  • Sole arbitrator for an international dispute by a designer and manufacturer of semiconductors against a Hong Kong distributor regarding claims for payments due for products ordered for the Chinese market
  • Mediated settlement of claim for delays and defects against general contractor brought by Chinese developers of high-tech facility
  • Sole arbitrator of a dispute arising out of a Stock Purchase Agreement involving the sale of an international business that tests integrated circuits and other electronic components for use in high profile applications such as aircraft navigation and braking systems, nuclear control rod systems, and military equipment; allegations against the seller included a failure to disclose defects in the testing software
  • Arbitration involving licensing claims to certain worldwide patents for cardiac stents, valued at approximately $4 billion (tripartite; Chair)
  • Sole arbitrator for a licensing dispute between Canadian and U.S. companies arising out of an international marketing agreement regarding recreational installations
  • Mediation of $200 million in claims between a public owner and a joint venture contractor (American and European companies) arising out of a tunneling project for the conveyance system of a wastewater treatment plant
  • Arbitration of a multi-million dollar dispute between international companies involved in the electronic toll collection business (tripartite; Chair)

Professional Liability

  • Successful resolution of legal malpractice claims against a prominent law firm alleging conflicts of interest in a client representation
  • Legal malpractice mediation involving alleged erroneous advice regarding tax consequences of a charitable contribution
  • Arbitration venued in New York that involved an accounting malpractice case brought by a Liquidation Trust claiming over $100 million in damages arising out of the allegedly negligent audit of an international company in the business of selling televisions. Allegations included the failure to discover millions of dollars in fabricated sales to China (tripartite)
  • Dispute between general partner and limited partners involving indemnity for fees and costs arising out of professional liability suit against real estate appraiser (tripartite)
  • Claim against accountant and large stock brokerage firm for damages due to alleged erroneous advice regarding the tax consequences of donating stock to a charitable foundation
  • Sole arbitrator for suit by liberal arts college against a hedge fund manager alleging breach of contract, breach of fiduciary duty, and fraud
  • Mediated a legal malpractice claim brought by a start-up company in Hawaii and its Chinese investors against patent counsel over failure to adequately protect various worldwide patents for a data communication system

Real Estate

  • Mediated resolution of consolidated cases related to beachfront property in Hawaii valued in excess of $20 million between general, limited partners, and a third party purchaser over the disposition of the property and potential land purchase
  • Mediated utility company’s claims against storage business involving easement issues and fraud
  • Arbitrated a $500,000 claim by tenant involving a tax credit project at a national historic preservation site and the landlord’s counterclaim for $10,000,000 for alleged breach of the 40 year lease
  • Mining dispute between a company dredge mining for gold and another mining aggregates from dredge tailings arising out of contracts setting forth the parties' rights on shared property
  • Mediated resolution of a complex dispute involving the developer of a mixed retail/residential property and tenant operators of a national multiplex theater group and Midwestern operators of parking garages
  • Mediated resolution of a real estate dispute between landlord and tenant involving a large commercial property in Silicon Valley. The claims arose out of lease provisions providing for options to extend the lease and/or to purchase the property and structure the transaction as a tax-free exchange

    Honors, Memberships, and Professional Activities

    • Recognized as a “Best Lawyer, Alternative Dispute Resolution Category,” Best Lawyers in America, 2008-2015 
    • Recognized as a “Super Lawyer in Mediation and Arbitration,” San Francisco Magazine, 2005-2014
    • Recognized as a leading practitioner, Alternative Dispute Resolution Category, Who's Who Legal: California, 2009, 2010
    • Judge pro tem, San Francisco Superior Court
    • Faculty, ABA Arbitration Institute, San Francisco, 2009 and Washington DC, 2010
    • Chair, ABA Arbitration Institute, Los Angeles, 2011 and Philadelphia, 2012
    • Member, Executive Advisory Committee of CPR: International Institute for Conflict Prevention and Resolution
    • Member, National Panel of Distinguished Neutrals, CPR Institute for Dispute Resolution
    • Member, Mediation Panel, US District Court, Northern District
    • Speaker on a variety of ADR topics before professional organizations including the American Bar Association (Dispute Resolution Section, Forum on the Construction Industry, Litigation Section), CPR Institute, International Centre for Dispute Resolution, Intellectual Property Owners, Patent Law Institute, American College of Construction Lawyers, the ICC, the AAA, Canadian Bar Association, New York Bar Association, Oregon State Bar, Bar Association of San Francisco, California Judges Association, National Conference on Financial Management, Construction Industry Institute, ALI-ABA ("Top Ten Cost Effective Ways to Resolve Construction Disputes" webcast), College of Commercial Arbitrators, International Arbitrators Club, California Women Lawyers, and others
    • Author of numerous ADR articles, click here for a full list of articles
    • Panelist, International Institute for Conflict Prevention and Resolution (CPR) and CPR China Panel; International Chamber of Commerce; and DPR Hawaii
    • Fellow, College of Commercial Arbitrators (Board of Directors); Fellow, American College of Construction Lawyers
    • Former Member, American Arbitration Association Board of Directors, National (AAA) and International (ICDR) Rosters of Mediators and Arbitrators for large and complex cases
    • Member, American Bar Association, Forum on the Construction Industry (Governing Committee, 1996-1999), Litigation Section, and Dispute Resolution Section; Association of Business Trial Lawyers (ABTL Report, Editorial Board, 1991-2001); California Bar Association; San Francisco Bar Association; California Dispute Resolution Counsel

    Background and Education

    • Full-time mediator and arbitrator, 1998-present
    • Partner/Associate, Bronson, Bronson & McKinnon LLP, San Francisco, 1982-1998
    • J.D., University of California, Berkeley School of Law (formerly Boalt Hall School of Law), 1982
    • M.A., University of Texas, Austin
    • B.A., Beloit College, Wisconsin