Matthew Eastwick v. Cate Street Capital, Inc.

2017 ME 206, 171 A.3d 1152, 2017 Me. LEXIS 229
CourtSupreme Judicial Court of Maine
DecidedOctober 12, 2017
DocketDocket: Cum-17-116
StatusPublished
Cited by4 cases

This text of 2017 ME 206 (Matthew Eastwick v. Cate Street Capital, Inc.) is published on Counsel Stack Legal Research, covering Supreme Judicial Court of Maine primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Matthew Eastwick v. Cate Street Capital, Inc., 2017 ME 206, 171 A.3d 1152, 2017 Me. LEXIS 229 (Me. 2017).

Opinion

ALEXANDER, J.

[¶ 1] Cate Street Capital, In<?., appeals from a judgment in which the Superior Court (Cumberland County, Horton, J.) granted Matthew Eastwick’s application to •confirm an arbitration award and denied Cate Street’s competing motion to vacate that award after concluding that the parties had agreed to arbitrate disputes arising from a settlement agreement. We affirm the judgment.

I. CASE HISTORY

[¶ 2] The following facts are taken from the trial court’s findings and are supported by substantial evidence' in the record; See Champagne v. Victory Homes, Inc,, 2006 ME 58, ¶ 8, 897 A.2d 803.

[¶ 3] Eastwick was employed by. Cate Street from August 2010 until February 2016 pursuant to an employment contract. That contract included a dispute resolution process that required mediation and, if mediation was unsuccessful, arbitration, with no opportunity for resolution through a court system.. The dispute resolution clause in the employment contract stated:

In the event any dispute arises between the parties to this Agreement, the matter shall be submitted promptly to mediation, In the event that mediation is unsuccessful, the dispute shall be submitted for arbitration in accordance with the ruje[s] of the American Arbitration Association.

[¶ 4] After Eastwick left Cate Street’s employ, a dispute arose under the employment contract. In accordance with the dispute resolution clause, the parties selected a mediator to address the dispute.

[¶ 5] At a mediation session held on July 27, 2016, the parties reached a settlement of the dispute. To memorialize the settlement, the parties signed a memorandum of understanding (MOU), which provided, in part, for (1) the termination of the employment contract; (2) an exchange of releases in “standard terms” covering all claims between the parties and requiring confidentiality; (3) payment by Cate Street to Eastwick of $100,000 within thirty days after the effective date of the release and $15,000 per quarter for ten quarters beginning on January 15, 2017; (4) a provision authorizing Eastwick — if Cate Street failed to make a timely quarterly payment and failed to make such payment within thirty days after demand — to “file a stipulated judgment for the outstanding amount due to him”; and (5) a provision in paragraph seven that read: “Any disputes that may arise during the drafting and execution of the settlement shall be submitted to [the same individual who conducted the mediation] for review and resolution.” Drafting the MOU was a collaborative effort by all participants in the mediation.

[¶ 6] After the mediation, and after signing the MOU, the parties negotiated the terms of the releases and other aspects of the settlement contemplated in the MOU. Because Eastwick and Cate Street did not agree on the final terms, the parties agreed to return to the mediator on October 11, 2016. The day before the meeting, Eastwick sent “proposed exhibits” and a “proposed order” to the mediator and to Cate Street. Eastwick’s proposed order contained a provision stating that it was enforceable as an arbitration award.

[¶ 7] At the October 11 meeting, the parties discussed the disputes that had arisen since the July 27 mediation. Ultimately, the mediator signed Eastwick’s proposed order, which contained findings of fact and conclusions of law and required Cate Street to comply with the “Confidential Settlement Agreement and Mutual Release of Claims,” which was referred to as the “final agreement.” Cate Street objected to the October 11 meeting “as being anything other than a further mediation session” and filed a written objection to the mediator’s decision at or just after the meeting. .

[¶ 8] Eastwick applied to the Superior Court to confirm the October 11 mediation decision as an arbitration award, ⅜6 14 M.R.S. § 5937 (2016), and filed a liotion for approval of attachment and attachment on trustee process, see M.R. Civ. P. 4A, 4B. Cate Street opposed Eastwick’s motions and filed an application to vacate the arbitration award, see 14 M.R.S. § 5938(1)(E) (2016), arguing, despite the terms of its employment contract, that the parties never agreed to arbitration.

[¶ 9] In January 2017, the court held a hearing on all pending motions, with the primary issue being whether the parties had agreed to arbitrate disputes arising out of the MOU. Eastwick argued that the parties intended to submit any subsequent disputes to the mediator for final resolution — not for additional negotiation or further mediation — as indicated by the language in paragraph seven. Cate Street argued that paragraph seven did not express “a clear contractual intent to go to binding arbitration,” but rather that the parties would return to the mediator “in his role as a mediator.”

[¶ 10] By an order entered on January 9, 2017, the court denied Cate Street’s motion to vacate, granted Eastwick’s application to confirm the arbitration award, and approved a writ of attachment and attachment upon trustee process in the amount of $250,000.

[¶ 11] In its order, the court concluded that the MOU was an integrated, binding settlement agreement even though it contemplated the execution of further documents and that the parties had agreed to arbitrate any disputes arising out of the drafting and execution of the settlement. Citing to several federal and state court precedents, the court stated that the absence of an express reference to “arbitration” was not determinative and that “the existence of an arbitration agreement does not depend entirely on whether words such as ‘arbitrate’ or ‘arbitration’ appear in the agreement.” The court then concluded that the plain meaning of the disputed provision in the MOU was that the mediator “would decide — not mediate — any such dispute between the parties.” The court added, “Mediators facilitate the parties’ resolution of disputes, but they themselves do not resolve disputes. Arbitrators do.”

[¶ 12] The court’s order also addressed two provisions in the MOU, the meaning of which Cate Street contested. First, the court concluded that the plain meaning of the word “outstanding” allowed Eastwiek to accelerate all remaining unpaid installments if any one páyment was not made by Cate Street within thirty days after demand. Second, the court stated that “[o]ne aspect of the parties’ settlement that cannot be preserved intact ... is the confidentiality provision” due to the public nature of court proceedings.

[¶ 13] The court entered a judgment in conformity with the order confirming the arbitration award. See 14 M.R.S. § 5940 (2016). The judgment awarded Eastwiek $100,000 to be paid immediately and an additional $150,000 to be paid, as originally agreed, in ten quarterly installments of $15,000 each, beginning on January 15, 2017; included the acceleration clause; and incorporated the final agreement as a declaratory judgment. 1

[¶ 14] Cate Street filed a motion for reconsideration, which the court denied. No motion for further findings of fact and conclusions of law was filed. See M.R. Civ. P. 52. Cate Street timely filed a notice of appeal. See 14 M.R.S. § 5945 (2016); M.R. App. P. 2 (Tower 2016).

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Bluebook (online)
2017 ME 206, 171 A.3d 1152, 2017 Me. LEXIS 229, Counsel Stack Legal Research, https://law.counselstack.com/opinion/matthew-eastwick-v-cate-street-capital-inc-me-2017.