Connecticut Valley Sanitary Waste Disposal, Inc. v. Zielinski

763 N.E.2d 1080, 436 Mass. 263, 2002 Mass. LEXIS 140
CourtMassachusetts Supreme Judicial Court
DecidedMarch 12, 2002
StatusPublished
Cited by19 cases

This text of 763 N.E.2d 1080 (Connecticut Valley Sanitary Waste Disposal, Inc. v. Zielinski) is published on Counsel Stack Legal Research, covering Massachusetts Supreme Judicial Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Connecticut Valley Sanitary Waste Disposal, Inc. v. Zielinski, 763 N.E.2d 1080, 436 Mass. 263, 2002 Mass. LEXIS 140 (Mass. 2002).

Opinion

Cordy, J.

This matter arises out of an arbitrated dispute over [264]*264rent between two parties to a commercial lease. We decide three issues: first, whether the arbitrators exceeded their authority by modifying their award after reopening the arbitration hearings and taking additional evidence; second, whether the Superior Court was correct in awarding postaward interest only on the award’s principal; and third, whether a partial payment of the award was correctly applied first to the outstanding principal rather than to accrued interest.

1. Facts. Connecticut Valley Sanitary Waste Disposal, Inc. (Connecticut Valley), leased property in Chicopee from Richard M. and Martin A. Zielinski (Zielinskis) to use as a landfill.3 The lease provided that the annual rent payable by Connecticut Valley to the Zielinskis was to be fifty per cent of the net income from the operation of the landfill. Net income was to be calculated by:

“taking the gross receipts for said business and subtracting therefrom those expenses included in the categories listed on Schedule A attached hereto and made a part hereof, and any other expenses of either Lessor or Lessee reasonably connected with the operation, promotion, development or pursuit of said businesses.”

The lease also contained a clause stating that either party could request arbitration to resolve disputes arising out of the lease.

In late 1991, the parties agreed to submit to arbitration disputes that had arisen about the calculation of rent. The Zie-linskis claimed that Connecticut Valley had breached the lease by understating the actual income of the landfill, and overstating or misallocating the actual expenses of the landfill. Connecticut Valley claimed that the Zielinskis had breached the lease by denying it sole and exclusive use of the land, conducting business from the property without properly accounting for that income, and using the land and its equipment without payment.

The parties’ claims were arbitrated before a three-member [265]*265panel. There were thirteen days of hearings between December, 1991, and September, 1993, and the hearings were closed on September 30, 1993.4 In a report dated November 2, 1993, the panel awarded $2,120,698 in monetary damages to the Zielin-skis and $89,729 to Connecticut Valley. The arbitrators awarded simple preaward interest at eight per cent per year from the end of the fiscal year in which the damage claims arose until the close of the arbitration hearings (September 30, 1993).

On November 24, 1993, both parties filed motions with the arbitrators requesting clarification or modification of the award, and each party filed an application in the Superior Court to modify the award. The parties agreed that there were three calculation errors in the award that the arbitrators should correct. Connecticut Valley also asserted that the arbitrators had made a mistake in the calculation of certain personnel (equipment operator) costs that were properly deductible from the gross receipts and, consequently, the rent due the Zielinskis. The Zielinskis opposed Connecticut Valley’s application to modify this aspect of the award, contending that it was “not based on evidence presented to the Arbitrators, or [is] based on considerations which are outside the scope of Modification permitted by c. 251 of the Massachusetts General Laws.”

The arbitrators convened additional hearings on January 19, and March 1, 1994. During these postaward hearings, the arbitrators stated that, based on the evidence presented at the original hearings, they had assumed that Connecticut Valley was paying people to operate certain equipment at the landfill only fifty per cent of the time, but, in retrospect, realized that they had not received enough evidence to evaluate whether this assumption was correct. Over the Zielinskis’ objection, Connecticut Valley presented additional evidence on this issue, including testimony that for each hour the machines were running, there was a person operating each machine. After the [266]*266postaward hearings were completed, the arbitrators became concerned about the scope of their authority and declined to modify the award unless the matter was resubmitted to them by the Superior Court.5

In May, 1994, Connecticut Valley filed a motion in the Superior Court for the entry of an order “directing the Arbitrators to complete action on the application of [Connecticut Valley] for modification of the award of the Arbitrators, thereby confirming the jurisdiction of the Arbitrators to do so.” Connecticut Valley represented to the judge that “there remains only the decision of the Arbitrators on the merits of the application of [Connecticut Valley] to have the Arbitrators correct evident miscalculations in their Award, certain of which, as the Arbitrators have pointed out, are conceded by the [Zielinskis].” In their opposition to Connecticut Valley’s motion, the Zielin-skis argued that the hearings had been officially closed pursuant to the rules of the American Arbitration Association, the award had been issued, and the arbitrators did not have the authority to reopen the hearings and take additional evidence. On August 4, 1994, a judge in the Superior Court ordered the case resubmitted to the arbitrators.

On resubmission, the arbitrators issued a modification to the original award. In the modified award, the arbitrators first corrected the three errors that the parties agreed should be modified,6 and then made a modification “of [their] own volition” and “in the interest of a fair and just Award in a continuing business relationship.” Finding that they had erroneously assumed that Connecticut Valley had to pay people only fifty per cent of the time to operate certain machinery when the evidence now demonstrated that Connecticut Valley had to pay people [267]*267one hundred per cent of the time, two of the arbitrators7 recalculated the portion of the award relating to operator costs, reducing the Zielinskis’ award by $402,947.8

On December 7, 1995, in the ongoing proceeding, a Superior Court judge, acting pursuant to G. L. c. 251, § 12 (a) (3), vacated the portion of the modified award relating to the operator costs, finding that the arbitrators were without authority to take the additional evidence that formed the basis of that modification. Connecticut Valley appealed. On March 20, 1996, the judge awarded the Zielinskis postaward interest at the statutory rate of twelve per cent, but only on the principal of the award and not on the principal plus preaward interest. The Zie-linskis appealed. We transferred the appeals to this court on our own motion.

2. Modification of the award. The scope of judicial review of an arbitration decision and award is narrow. See Plymouth-Carver Regional Sch. Dist. v. J. Farmer & Co., 407 Mass. 1006, 1007 (1990). Judicial review of an arbitration award is proper “only to determine if the arbitrator has exceeded the scope of his authority, or decided the matter based on ‘fraud, arbitrary conduct, or procedural irregularity in the hearings.’ ” Id., quoting Marino v. Tagaris, 395 Mass. 397, 400 (1985). See G. L. c. 251, § 12. “To do otherwise would undermine the predictability, certainty,- and effectiveness of the arbitral forum that has been voluntarily chosen by the parties.” Plymouth-Carver Regional Sch.

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Bluebook (online)
763 N.E.2d 1080, 436 Mass. 263, 2002 Mass. LEXIS 140, Counsel Stack Legal Research, https://law.counselstack.com/opinion/connecticut-valley-sanitary-waste-disposal-inc-v-zielinski-mass-2002.