UniFirst Corp. v. Junior's Pizza, Inc.

2012 VT 13, 46 A.3d 887, 191 Vt. 603, 2012 Vt. LEXIS 13
CourtSupreme Court of Vermont
DecidedFebruary 16, 2012
DocketNo. 11-248
StatusPublished
Cited by1 cases

This text of 2012 VT 13 (UniFirst Corp. v. Junior's Pizza, Inc.) is published on Counsel Stack Legal Research, covering Supreme Court of Vermont primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
UniFirst Corp. v. Junior's Pizza, Inc., 2012 VT 13, 46 A.3d 887, 191 Vt. 603, 2012 Vt. LEXIS 13 (Vt. 2012).

Opinion

¶ 1. This is an appeal by defendant Junior’s Pizza, Inc. from a superior court decision confirming an arbitration award and awarding attor[604]*604ney’s fees to plaintiff UniFirst Corporation. The Chittenden Superior Court, Civil Division, held that Junior’s waived its right to object to arbitration by failing to challenge the award within thirty days of receiving notice. Finding no error, we affirm.

¶ 2. UniFirst is a Massachusetts corporation that rents and sells work uniforms, linens, and other products in Vermont and other states. Junior’s is a Vermont corporation that owns restaurants in Colchester and Burlington. In 2005 and 2008, Junior’s and UniFirst agreed to service contracts according to which UniFirst would provide products to Junior’s restaurants. Both contracts stated in relevant part:

All disputes of whatever kind between the Customer and UniFirst based upon past, present or future acts, whether known or unknown, and arising out of or relating to the negotiation, formation or performance of this Agreement shall be resolved exclusively by final and binding arbitration.

In November 2008, Junior’s terminated those agreements, and UniFirst sought an $8000 payment for services previously rendered. Junior’s did not respond to requests for payment.

¶ 3. In June 2009, pursuant to the arbitration clause in the parties’ contracts, UniFirst filed a demand for final and binding arbitration with the Commercial Arbitration Tribunal of the American Arbitration Association (AAA). Junior’s declined to submit to arbitration, stating that it would i’econsider if UniFirst produced a valid arbitration agreement. UniFirst subsequently provided copies of the contract provision quoted above to both Junior’s and the AAA. Junior’s continued to maintain it was not required to submit the matter to arbitration. In July 2009, the AAA notified the parties that UniFirst had met all filing requirements and arbitration would proceed absent a court order staying the matter. Junior’s never sought a court order staying arbitration. For its part, UniFirst did not seek a court order compelling Junior’s to participate in arbitration.

¶ 4. Notice of the arbitration hearing was provided to both parties, and the hearing took place on October 28, 2009. Junior’s did not participate. On November 2, 2009, UniFirst was awarded $43,038.03 in damages and attorney’s fees, and Junior’s was ordered to reimburse UniFirst $2100 in administrative fees associated with conducting the arbitration. The next day, the AAA notified Junior’s of the award by email and certified mail. A copy of the award was also mailed to Junior’s in early December 2009.

¶ 5. On August 30,2010, UniFirst filed a motion to confirm the arbitration award with the superior court. Junior’s moved to dismiss the action but failed to comply with a court order to file a timely legal memorandum. The motion was denied. The parties then filed cross-motions for summary judgment, and the court ruled in favor of UniFirst, finding that Junior’s had waived its right to object to the arbitration award by failing to challenge it within thirty days pursuant to 12 V.S.A. § 5677(c). Junior’s now appeals arguing that (1) it did not waive its right to object to the arbitration award, (2) UniFirst was required to petition to compel arbitration prior to engaging in arbitration without Junior’s participation, and (3) the arbitration was not conducted in strict accordance with the terms of the contracts.

II6. This Court’s review of an arbitration award is limited. “Vermont has a strong tradition of upholding arbitration awards whenever possible.” R.E. Bean Constr. Co. v. Middlebury Assocs., 139 Vt. 200, 204, 428 A.2d 306, 309 (1980). “This Court has long recognized the importance of arbitration as an alternative to litigation for the efficient resolution of dis[605]*605putes.” Springfield, Teachers Ass’n v. Springfield Sch. Dirs., 167 Vt. 180, 183, 705 A.2d 541, 543 (1997). “If courts were permitted to broadly question the determinations of an arbitrator, then arbitration would become merely ‘another expensive and time consuming layer to the already complex litigation process.’ ” Id. at 183-84, 705 A.2d at 543-44 (quoting R.E. Bean Constr. Co., 139 Vt. at 204-05, 428 A.2d at 309). “ ‘We are not at liberty to set aside an arbitration panel’s award because of an arguable difference regarding the meaning or applicability of laws urged upon it.’ ” Muzzy v. Chevrolet Div., Gen. Motors Corp., 153 Vt. 179, 185, 571 A.2d 609, 613 (1989) (quoting Merrill, Lynch, Pierce, Fenner & Smith, Inc. v. Bobker, 808 F.2d 930, 933-34 (2d Cir. 1986)).

¶ 7. Under the Vermont Arbitration Act (VAA), 12 V.S.A. §§ 5651-5681, we must confirm an arbitration award unless grounds are established to vacate or modify it. See 12 V.S.A. § 5676; Matzen Constr., Inc. v. Leander Anderson Corp., 152 Vt. 174, 177, 565 A.2d 1320, 1322 (1989). Appellate review is confined to: “(1) whether there exist statutory grounds for vacating or modifying the arbitration award, and (2) whether the parties were afforded due process.” Springfield Teachers Ass’n, 167 Vt. at 184, 705 A.2d at 544. Although Junior’s has not moved to vacate the arbitration award, it objected to the award in opposition to UniFirst’s motion to confirm. If timely, these objections are equivalent to requests to vacate. Id. at 187, 705 A.2d at 545-46.

¶ 8. As an attempt to vacate the arbitration award, Junior’s objections were untimely. Under the VAA:

An application to vacate an award shall be made within 30 days after delivery of a copy of the award to the applicant, except that if predicated upon corruption, fraud or other undue means, it may be made within 30 days after such grounds are known or should have been known.

12 V.S.A. § 5677(c); see also Springfield Teachers Ass’n, 167 Vt. at 187, 705 A.2d at 546. Junior’s was provided a copy of the award in December 2009. It did not seek to vacate the award until February 2011 when it opposed UniFirst’s motion to confirm the award. Accordingly, Junior’s waived any objections it may have had by failing to seek a vacatur within 30 days. For this reason, the superior court correctly granted summary judgment for UniFirst.

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Bluebook (online)
2012 VT 13, 46 A.3d 887, 191 Vt. 603, 2012 Vt. LEXIS 13, Counsel Stack Legal Research, https://law.counselstack.com/opinion/unifirst-corp-v-juniors-pizza-inc-vt-2012.