Jacob v. Seaboard, Inc.

610 A.2d 189, 28 Conn. App. 270, 1992 Conn. App. LEXIS 280
CourtConnecticut Appellate Court
DecidedJuly 14, 1992
Docket10754
StatusPublished
Cited by21 cases

This text of 610 A.2d 189 (Jacob v. Seaboard, Inc.) is published on Counsel Stack Legal Research, covering Connecticut Appellate Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Jacob v. Seaboard, Inc., 610 A.2d 189, 28 Conn. App. 270, 1992 Conn. App. LEXIS 280 (Colo. Ct. App. 1992).

Opinion

Dupont, C. J.

This appeal arises from the trial court’s dismissal of the plaintiffs’ application seeking confirmation of an arbitrator’s award. The sole issue before this court is whether the trial court correctly concluded that the parties did not intend to have their written agreement, which provided for an appraisal of the plaintiffs’ shares of stock, require an arbitration under chapter 909 of our statutes. We affirm the judgment of the trial court.

The plaintiffs collectively own 264 shares (23.6 percent) of the common stock of the defendant, Seaboard, Inc. On November 8,1989, the parties signed an agreement fixing the terms for the sale of the plaintiffs’ stock.1

Pursuant to the agreement, each of the parties appointed one appraiser. When the appraisers were unable to agree on an appropriate valuation, Michael J. Bolotsky was chosen to determine a value for the stock pursuant to the contract. On December 31,1990, [272]*272he wrote to both parties. Bolotsky stated that the parties had agreed on a sale price of $15,425 per share and that, in his opinion, it was a fair price.2

The parties did not conclude the sale. On June 4,1991, the plaintiffs’ filed an Application to Confirm Arbitrator’s Award pursuant to General Statutes § 52-417. At the argument of the matter, the only evidence presented to the trial court was the written contract, Bolotsky’s letter, and various other correspondence between the parties. There was no testimony heard by the trial court.

The plaintiffs contend that the second clause of the agreement is an agreement to arbitrate, pursuant to General Statutes § 52-408.3 They claim that the trial court abused its discretion in ruling that the clause does not evidence an agreement to arbitrate, that it does not satisfy the requirements of § 52-408, and that the parties did not intend to arbitrate any part of the agreement.

[273]*273Arbitration is “the voluntary submission, by the interested parties, of an existing or future dispute to a disinterested person or persons for final determination.” Gary Excavating, Inc. v. North Haven, 164 Conn. 119, 121, 318 A.2d 84 (1972); Harry Skolnick & Sons v. Heyman, 7 Conn. App. 175, 179, 508 A.2d 64 (1986). General Statutes § 52-408 provides a statutory right for parties to agree in writing to arbitration.

The right to arbitration can be created only by contract. Wesleyan University v. Rissel Construction Associates, Inc., 1 Conn. App. 351, 472 A.2d 972, cert. denied, 193 Conn. 802, 474 A.2d 1259 (1984). Our statutes do not require any particular words or form to create an arbitration agreement. “ ‘The intent of the parties that arbitration be the exclusive method for the settlement of disputes arising under the Contract must be clearly manifested. This express intent by both parties to enter into the arbitration agreement is essential to its existence.’ ... An agreement to arbitrate must be clear and direct and not depend on implication.” (Citations omitted; emphasis in original.) Harry Skolnick & Sons v. Heyman, supra, 179, citing M. Domke, Commercial Arbitration § 5.01, p. 49.

In this case, the trial court did not find a clearly expressed intent of the parties to arbitrate. Ordinarily, the intent of the parties to a contract is a question of fact to be determined by the trier of fact. First Hartford Realty Corporation v. Ellis, 181 Conn. 25, 33, 434 A.2d 314 (1980); Connecticut National Bank v. N.E. Owen II, Inc., 22 Conn. App. 468, 578 A.2d 655 (1990). Here, the only evidence on which the trial court could base its decision was the contract itself and correspondence written after the contract had been signed. Therefore, “the issue of intent, although ultimately factual in nature, presents a question of law. The trial court’s conclusions as to intent were based not on such factors as the credibility of witnesses, or on the testi[274]*274mony of live witnesses as to the meaning of documents or as to circumstances surrounding the execution of those, documents, but on the intent expressed in the [contract] considered in the light of their surrounding circumstances.” Marion Road Assn. v. Harlow, 1 Conn. App. 329, 332, 472 A.2d 785 (1984). When the trial court has no occasion to evaluate the credibility of witnesses or to assess the intent of the parties, the record before it is identical to the record before this court. In these circumstances, the legal inferences to be drawn from the documents raise questions of law rather than of fact. Morton Buildings, Inc. v. Bannon, 222 Conn. 49, 53-54, 607 A.2d 431 (1992).

The trial court reviewed the distinction between appraisal and arbitration to determine the parties’ intent. “There is a clear and recognized distinction between the arbitration of a controversy and a contract, one term of which calls for the ascertainment by designated persons of values, qualities, or similar facts. . . . In an arbitration, there must be some difference or dispute in addition to the amount or value of damages, existing or prospective, between the parties, and they must intend that it should be determined in a quasi-judicial manner. That is the distinction between an agreement for an appraisal or a valuation, and an arbitration. In the case of a valuation and appraisal, there is no other difference or dispute between the parties and they intend that the appraiser shall, without taking evidence or hearing arguments, make his valuation according to his own skill, knowledge and experience.” R. Rodman, Commercial Arbitration § 2.3, pp. 20-21.

The distinction between appraisal and arbitration described by Rodman was discussed in Covenant Ins. Co. v. Banks, 177 Conn. 273, 413 A.2d 862 (1979). We agree with the plaintiff that Covenant Ins. Co. focuses on the question of whether the parties sought to submit a controversy or dispute to a third party for final [275]*275determination. We also agree that the valuation of stock can be an arbitrable controversy. Ginsberg v. Coating Products, Inc., 152 Conn. 592, 595, 210 A.2d 667 (1965). Neither of these cases, however, disposes of the case before us because neither court was asked, as was the trial court here, to determine whether the parties intended by their contract to agree to arbitration.

Covenant Ins. Co. involved a statutory mandate for an appraisal as required by General Statutes (Rev. to 1979) § 38-98 (now § 38a-307) and, therefore, there was no need to consider the question of the parties’ intent. In Ginsberg,

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Bode v. Connecticut Mason Contractors, the Learning Corridor
25 A.3d 687 (Connecticut Appellate Court, 2011)
Farrell v. Twenty-First Century Insurance
21 A.3d 816 (Supreme Court of Connecticut, 2011)
Preston v. O'Rourke
811 A.2d 753 (Connecticut Appellate Court, 2002)
Bisconti v. McEachin, No. Cv98-0143911s (Jun. 14, 2000)
2000 Conn. Super. Ct. 7231 (Connecticut Superior Court, 2000)
Chianelli Construction Co. v. Town of Durham, No. 550321 (Jul. 2, 1999)
1999 Conn. Super. Ct. 9182 (Connecticut Superior Court, 1999)
Lupoli v. Zempsky, No. Cv 99-0424379 (May 4, 1999)
1999 Conn. Super. Ct. 6549 (Connecticut Superior Court, 1999)
Ee Linden Associates v. Linden, No. Cv98 0164045 S (May 21, 1998)
1998 Conn. Super. Ct. 6390 (Connecticut Superior Court, 1998)
Young v. Metro. Prop. Cas. Ins. Co., No. Cv95-0380614 (Mar. 5, 1998)
1998 Conn. Super. Ct. 2613 (Connecticut Superior Court, 1998)
Cattaruzza v. McDermott, No. Spnh 9704-50503 (Jul. 10, 1997)
1997 Conn. Super. Ct. 7728 (Connecticut Superior Court, 1997)
Coburn v. Grabowski, No. Cv 96 0134935 (May 29, 1997)
1997 Conn. Super. Ct. 5275 (Connecticut Superior Court, 1997)
Tremaine v. Tremaine, No. Cv96 0149564 S (Mar. 14, 1997)
1997 Conn. Super. Ct. 2923 (Connecticut Superior Court, 1997)
Rinere v. M. Kalfus Building Design, No. Cv 96-03888220-S (Jan. 30, 1997)
1997 Conn. Super. Ct. 448-M (Connecticut Superior Court, 1997)
Germano v. Preferred Mutual Ins. Co., No. Cv95 32 80 64 S (May 24, 1996)
1996 Conn. Super. Ct. 4332-DDD (Connecticut Superior Court, 1996)
Henry v. Cardinal Business Media, Inc., No. Cv95 0147159 S (Mar. 15, 1996)
1996 Conn. Super. Ct. 2072 (Connecticut Superior Court, 1996)
Nelson v. Sikorsky, No. 513548 (Oct. 28, 1993)
1993 Conn. Super. Ct. 9151 (Connecticut Superior Court, 1993)
Garfield v. Mason, No. Cv 93 0061794 (Oct. 22, 1993)
1993 Conn. Super. Ct. 8776 (Connecticut Superior Court, 1993)
Giorgio v. Nukem, Inc.
624 A.2d 896 (Connecticut Appellate Court, 1993)
Griffin v. Planning & Zoning Commission
621 A.2d 1359 (Connecticut Appellate Court, 1993)
Jacob v. Seaboard, Inc.
614 A.2d 822 (Supreme Court of Connecticut, 1992)

Cite This Page — Counsel Stack

Bluebook (online)
610 A.2d 189, 28 Conn. App. 270, 1992 Conn. App. LEXIS 280, Counsel Stack Legal Research, https://law.counselstack.com/opinion/jacob-v-seaboard-inc-connappct-1992.