City College, Inc. v. Moore Sorrento, LLC

2010 OK CIV APP 127, 246 P.3d 726, 2010 Okla. Civ. App. LEXIS 109
CourtCourt of Civil Appeals of Oklahoma
DecidedJune 18, 2010
Docket106,107. Released for Publication by Order of the Court of Civil Appeals of Oklahoma, Division No. 2
StatusPublished

This text of 2010 OK CIV APP 127 (City College, Inc. v. Moore Sorrento, LLC) is published on Counsel Stack Legal Research, covering Court of Civil Appeals of Oklahoma primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
City College, Inc. v. Moore Sorrento, LLC, 2010 OK CIV APP 127, 246 P.3d 726, 2010 Okla. Civ. App. LEXIS 109 (Okla. Ct. App. 2010).

Opinion

246 P.3d 726 (2010)
2010 OK CIV APP 127

CITY COLLEGE, INC., Plaintiff/Appellee,
v.
MOORE SORRENTO, LLC, Defendant/Appellant.

No. 106,107. Released for Publication by Order of the Court of Civil Appeals of Oklahoma, Division No. 2.

Court of Civil Appeals of Oklahoma, Division No. 2.

June 18, 2010.
Rehearing Denied July 16, 2010.
Certiorari Denied November 1, 2010.

*729 Barry K. Roberts, Stanley M. Ward, Norman, OK, for Plaintiff/Appellee

Russell L. Mulinix, Amy G. Piedmont, Mulinix Ogden Hall Andrews & Ludlam, PLLC, Oklahoma City, OK, for Defendant/Appellant

JANE P. WISEMAN, Chief Judge.

¶ 1 Moore Sorrento, LLC (Landlord) appeals the trial court's order confirming the October 3, 2007, arbitration award, confirming the December 20, 2007, final order including attorney fees, and denying Landlord's motion to vacate the award. Based on our review of the facts and applicable law, we find the trial court correctly confirmed the arbitration panel's award and denied Landlord's motion to vacate.

FACTS AND PROCEDURAL BACKGROUND

¶ 2 On November 16, 2006, City College, Inc. (Tenant), filed an application in district court asking the court to appoint arbitrators pursuant to a written lease agreement between Tenant and the original lessor, Superflea Outlets, LLC. The original lessor had assigned this lease to Moore Sorrento before this lawsuit arose.

¶ 3 After Tenant failed to pay the January 2007 rent, Landlord served a "Notice to Quit" stating Tenant had ten days to pay $23,965 to cure its default or surrender possession of the premises. Not having received payment, Landlord filed a separate forcible entry and detainer action on February 1, 2007, seeking possession of the premises.

¶ 4 On February 8, 2007, in the arbitration lawsuit, the parties stipulated to an order appointing arbitrators, and the trial court entered an order appointing James C. Elder, Ronald E. Stakem, and Ben T. Benedum "to determine and adjudicate the issues, claims, and disputes between the parties, except the issue of whether or not [an] FE & D eviction is subject to arbitration." Over Landlord's objections, the trial court later consolidated the forcible entry and detainer action with the arbitration action finding the arbitration provision controlled all issues between the parties.

¶ 5 On March 8, 2007, Landlord filed a motion to reconsider the trial court's ruling consolidating the actions and compelling the parties to arbitrate. On April 5, 2007, however, the parties entered into an "Agreed Journal Entry of Possession" stipulating that the lease agreement would terminate on April 15, 2007, and that upon termination, possession of the premises would be transferred to Landlord "free and clear of further claims to the possession thereof of City College, Inc. except for all issues raised by City College, Inc. in its Arbitration Petition and the Answer of Moore Sorrento, LLC thereto." The parties also agreed that "[a]ll issues related to rent alleged by Moore Sorrento... as well as the entitlement to court costs and attorney's fees arising from the claims asserted by each party" would be determined in the arbitration proceedings.

¶ 6 After several days of arbitration, the arbitrators issued a written award on October 3, 2007, in favor of Tenant stating in part as follows:

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that an award and judgment be entered in favor of City College, Inc. against Moore Sorrento, LLC in the amount of $845,871.08 in actual damages, and for City College, Inc. against Moore Sorrento, LLC for the expenses of arbitration in the amount of $37,282.06, ... [and] against Moore Sorrento, LLC for a reasonable attorney's fee, ... and an order for the benefit of the arbitration panel against Moore Sorrento, LLC that it pay arbitrators' fees to the date of this order in the amount of $12,000....

On December 20, 2007, the arbitrators issued a "Final Order, Including Award of Attorney's Fees" in which the arbitration panel (Panel) awarded Tenant $53,545 in attorney fees.

¶ 7 Tenant then filed a motion with the trial court to confirm both the arbitration and attorney fee awards. In response, Landlord requested vacation of the arbitration and *730 attorney fee awards because (1) evident partiality existed on the part of one of the arbitrators on the Panel, (2) the Panel exceeded its powers, and (3) there was no enforceable arbitration agreement.

¶ 8 The trial court granted Tenant's motion to confirm and denied Landlord's motion to vacate the award.

¶ 9 Landlord appeals.

STANDARD OF REVIEW

¶ 10 We review de novo "[t]he question as to the existence of valid enforceable agreements to arbitrate." Oklahoma Oncology & Hematology PC v. U.S. Oncology, Inc., 2007 OK 12, ¶ 19, 160 P.3d 936, 944; see also Hirsch Holdings, LLC v. Hannagan-Tobey, LLC, 2008 OK CIV APP 79, ¶ 12, 193 P.3d 970, 973. In reviewing an arbitrator's decision, the trial court must give the arbitrator great deference and "cannot review the merits of the award, including any of the factual or legal findings." Fraternal Order of Police, Lodge 142 v. City of Perkins, 2006 OK CIV APP 122, ¶ 4, 146 P.3d 829, 830 (citing City of Yukon v. International Ass'n of Firefighters, Local 2055, 1990 OK 48, ¶ 8, 792 P.2d 1176, 1179). "Where there is a valid arbitration agreement, the courts will submit the dispute to arbitration; and where the arbitrator's award is within the submission and the authority established by the arbitration agreement, the courts will enforce the award." Sooner Builders & Invs., Inc. v. Nolan Hatcher Constr. Servs., LLC, 2007 OK 50, ¶ 13, 164 P.3d 1063, 1068 (citing Voss v. City of Oklahoma City, 1980 OK 148, ¶ 6, 618 P.2d 925, 928).

ANALYSIS

I. Enforceability of the Arbitration Provision

¶ 11 Because this issue involves whether this case should have proceeded to arbitration, we will address it first. Landlord presses three reasons why the arbitration provision in the lease agreement should not be enforced: (1) there is no agreement that the arbitration provision is the mandatory means by which to resolve a dispute; (2) the Panel lacked jurisdiction to determine a forcible entry and detainer action; and (3) Tenant's failure to pay rent terminated the lease agreement thus terminating any arbitration requirement.

¶ 12 "To assure that the parties have consented to arbitration, the courts will decide whether there is a valid enforceable arbitration agreement, whether the parties are bound by the arbitration agreement, and whether the parties agreed to submit a particular dispute to arbitration." Oklahoma Oncology, 2007 OK 12 at ¶ 22, 160 P.3d at 944-45. Courts will not require arbitration when the parties have not agreed to it because "`arbitration is a matter of consent, not coercion.'" Farrell v. Concept Builders, Inc., 2008 OK CIV APP 34, ¶ 7, 208 P.3d 483, 485 (quoted citation omitted).

¶ 13 Oklahoma contract law applies in determining whether the parties have agreed to arbitrate. Rogers v. Dell Computer Corp., 2005 OK 51, ¶ 19, 138 P.3d 826, 831. "The courts will read the provisions of a contract in their entirety to give effect to the intention of the parties as ascertained from the four corners of the contract, and where the language is ambiguous, it will be interpreted in a fair and reasonable sense." Oklahoma Oncology, 2007 OK 12 at ¶ 27, 160 P.3d at 946 (citation omitted).

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Bluebook (online)
2010 OK CIV APP 127, 246 P.3d 726, 2010 Okla. Civ. App. LEXIS 109, Counsel Stack Legal Research, https://law.counselstack.com/opinion/city-college-inc-v-moore-sorrento-llc-oklacivapp-2010.