Summary
confirming arbitration award under MAA where party failed to seek "to vacate the award in a timely fashion"
Summary of this case from Sunlink Corp. v. Am. Capital Energy, Inc.Opinion
CIVIL ACTION NO. 03-10239-RWZ
January 30, 2004
MEMORANDUM OF DECISION
Plaintiff Kimball Associates, P.A., a Pennsylvania-based architecture firm organized under North Carolina law, entered into a contract on June 21, 2000, to design a new fitness center in Sudbury, Massachusetts. Defendant D.J. Bosse signed the agreement on behalf of the fitness center's owner. At the time Bosse was (and currently is) manager of ESS Sudbury Athletic Academy LLC, a Delaware Limited Liability Corporation that was incorporated on May 24, 2000. The contract, however, listed the owner as "Evolution Sports Science Sudbury LLC," a non-existent entity. After plaintiff was paid a partial fee for its services, it exercised the contract's arbitration clause to obtain the remaining amount. Plaintiff sought arbitration not against the corporate owner of the fitness center, but against Bosse, who received notice of the arbitration and spoke with the American Arbitration Association case administrator after being served. He did not show up at the November 21, 2002, hearing, however, and although he received notice of the arbitration award in plaintiff's favor of $87,862, defendant has refused to pay. Plaintiff has brought this diversity action for the amount of the award plus interest, costs and attorney's fees under Mass. Gen. Laws ch. 251, §§ 11 and 14, as well as under breach of contract and quantum meruit theories. Plaintiff now seeks summary judgment.
Plaintiff contends that it is entitled to summary judgment for three reasons: (1) Bosse is personally a party to the agreement because the entity listed in the contract that he purportedly represented did not exist; (2) Bosse is liable for performance of the contract because he signed the contract in his individual capacity without any limitation of agency; and (3) under Massachusetts law, the arbitration award must be confirmed.
It is unnecessary to decide whether the contract contained scrivener's errors or whether defendant signed the contract in his individual capacity or is otherwise personally liable. Mass. Gen. Laws ch. 251 mandates that "[u]pon application of a party, the court shall confirm an award, unless within the time limits hereinafter imposed grounds are urged for vacating or modifying or correcting the award." Id. at § 11 (emphasis added). The statutory time limit for challenging the award is 30 days after "delivery of a copy of the award." Id. at § 12. Moreover, Massachusetts law provides a mechanism for the courts to "stay an arbitration proceeding commenced or threatened if it finds that there is no agreement to arbitrate." Id. at § 2. Defendant had notice of arbitration and of the award but neither sought a stay of proceedings nor sought to vacate the award in a timely fashion. Plaintiff is therefore entitled under Massachusetts law to the arbitration award.
Defendant's arguments to the effect that he is not subject to the Massachusetts arbitration statutes are unavailing. The clear language and structure of Mass. Gen. Laws ch. 251, § 2, does not require plaintiff to obtain a court order directing defendant to arbitrate; defendant was not merely an invitee to the arbitration hearing. Moreover, the Supreme Judicial Court has ruled that claims of lack of jurisdiction must be raised within the statutory 30-day window. See Local 589, Amalgamated Transit Union v. Massachusetts Bay Transportation Authority, 491 N.E.2d 1053, (Mass. 1986) ("[T]o ensure the stability and finality of the arbitration process, we hold that all challenges to an arbitrator's award must be brought within the time frame specified by the statute.").
Accordingly, plaintiffs motion for summary judgment is allowed. Judgment may be entered confirming the arbitration award.