Colleran v. Cassidento

607 A.2d 434, 27 Conn. App. 386, 1992 Conn. App. LEXIS 170
Connecticut Appellate Court·Decided April 21, 1992·No. 10067·Published·Cited by 4 cases

Opinion

Lavery, J.

This is an appeal from the judgment of the trial court granting an application to vacate an arbi[387] tration award based on a lack of notice to the plaintiffs as required by General Statutes § 52-413.

The defendant claims that the trial court improperly granted the plaintiffs’ application because (1) the plaintiffs successfully asserted that they were not parties to the arbitration agreement thereby estopping them from later asserting an inconsistent position, (2) the plaintiffs were not parties to the arbitration agreement and, thus, lacked standing to file the application to vacate the arbitration award pursuant to General Statutes § 52-418, and (3) the trial court incorrectly determined that the defendant had claimed that there had been adequate notice to the plaintiffs. We affirm the judgment of the trial court vacating the arbitration award.

Prior to the hearing on the application to vacate, the parties agreed that the trial court could consider all attachments to the briefs as full exhibits.1 The following facts can be gleaned from the exhibits. Carmel Hollow Associates Limited Partnership is the owner of a large subdivision in Bethlehem. A limited partnership agreement was executed by Whitehead-Mathis, Inc., general partner and owner of 75 percent; John W. Col-leran, limited partner and owner of 15 percent; and Robert Patent, limited partner and owner of 10 percent. The agreement was signed on behalf of Whitehead-Mathis, Inc., by H. Sean Mathis, president. The agreement, signed in 1986, contained a buyout provision that set forth the procedure to be followed when a partner wanted to dispose of his or its interest.

In 1988, a “SECOND ADDENDUM TO PARTNERSHIP AGREEMENT” (the addendum) was executed [388] by Whitehead-Mathis, Inc., and the defendant.2 The addendum was also signed on behalf of Whitehead-Mathis, Inc., by H. Sean Mathis, president. On March 29, 1990, the defendant filed a demand for arbitration in which she stated that she was a partner in Carmel Hollow Associates. The demand named “Partners in Car-mel Hollow Associates, Thomas Donegan, Jean Donegan, John W. Colleran, Esq., H. Sean Mathis, Whitehead-Mathis, Inc., and Robert Patent” as respondents. She characterized the dispute as one to determine “the method, procedure and valuation of the claimant’s interest in Carmel Hollow Associates.” The defendant sought “that the value of [her] interest in the partnership be determined for purposes of the mandatory buyout required by the agreement.” The defendant based her demand not on the original partnership agreement, but on the addendum.3 The plaintiffs, John [389] Colleran and Thomas Donegan, were served with the demand for arbitration along with the other respondents.

A great deal of communication between the plaintiffs and the American Arbitration Association (AAA) regarding whether the plaintiffs were proper parties to the arbitration followed. On May 11, 1990, the AAA determined that there was an issue of arbitrability and that it would proceed with arbitration “in accordance with the document containing the arbitration provision.” The AAA went on to state that “the parties to that document are Whitehead-Mathis, Inc., and Sandra Levy (Cassidento).”

The AAA and the defendant’s attorney, however, continued to refer to the case as “Sandra Levy Cas-sidento v. Donegan et al. ” Further, the plaintiffs continued to receive all the communications that a party to an arbitration normally receives, including information concerning arbitrator selection and hearing scheduling.

On September 21, 1990, an unofficial source informed the plaintiffs that the case was scheduled for a hearing on September 27, 1990. They immediately contacted the AAA, asserting that they had never been removed as parties. They expressed concern that the defendant mistakenly believed that a final decision would be binding on them pursuant to the partnership agreement’s buyout provision because Whitehead-Mathis, Inc., had signed as general partner of the limited partnership. The letter further stated that the plaintiffs had insufficient time to prepare for the hearing, and that they had received no official notice of the hearing. The plaintiffs requested that the hearing be postponed until a proper decision could be made as to who the parties were and who would be bound by any decision.

[390] On September 24, 1990, Colleran again contacted the AAA, this time sending a prepared amended submission to be signed by the defendant.4 By this amended submission, the plaintiffs sought to make clear that the proceeding was against only Whitehead-Mathis, Inc., and not the plaintiffs, the partnership, or Whitehead-Mathis, Inc., in its capacity as general partner. The defendant refused to sign the amended submission.

The next day, Colleran again contacted the AAA, stating, in part: “Attorney Brower has refused to sign [the amended submission]. Regardless of the ambiguous wording in his last two letters, I am still concerned that he is attempting to circumvent the ruling of the Association by arguing that the original document was signed by Whitehead-Mathis, Inc., as my agent, and therefore he is still looking for an arbitration decision that would be binding upon me. His absolute refusal to sign the Amended Submission seemed to verify that position.” (Emphasis in original.) In this letter, he again requested that the hearing be postponed until a decision could be made as to the proper parties to the arbitration proceeding, and until the plaintiffs could sufficiently prepare for the hearing.

The AAA refused the plaintiffs’ request, and the hearing took place as scheduled, and the arbitrator entered an award of $227,000 against Whitehead-Mathis, Inc., and H. Sean Mathis. It also ordered that the arbitrator’s fee, administration fees and expenses [391] should all be borne equally “by the parties.” The plaintiffs then filed an application to vacate the arbitration award pursuant to General Statutes § 52-418. The plaintiffs based the application on General Statutes § 52-413, asserting that they did not receive notice of the hearing and that the AAA refused to postpone the hearing.5

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Colleran v. Cassidento, 607 A.2d 434, 27 Conn. App. 386, 1992 Conn. App. LEXIS 170 (Colo. Ct. App. 1992).

607 A.2d 434 (Colleran v. Cassidento) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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