Norwalk Medical Group, P.C. v. Yee ( 2020 )

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THE NORWALK MEDICAL GROUP, P.C., ET AL.
v. ARTHUR YEE
(AC 42511)
DiPentima, C. J., and Alvord and Pellegrino, Js.
Syllabus
The plaintiffs, a medical group, together with former physician shareholders
of the medical group, sought to vacate an arbitration award in favor of
the defendant, who filed an application to confirm the award, which was
issued in connection with the plaintiffs’ alleged breach of a shareholder
employment agreement. The arbitrator denied and dismissed the defen-
dant’s claims against the physician shareholders but issued an award
on his claim against the medical group. In their application to vacate
the award, the plaintiffs claimed that the award was not mutual, final
and definite because the arbitrator had failed to allocate arbitration
costs, expenses and compensation and set forth a reasoned award with
respect to the issue of attorney’s fees, having failed to award attorney’s
fees to the physician shareholders. The trial court denied the plaintiffs’
application to vacate the award, granted the defendant’s application to
confirm the award and rendered judgments thereon, from which the
plaintiffs appealed to this court. Held that the trial court properly granted
the defendant’s motion to confirm the arbitration award: the plaintiffs
failed to sustain the heavy burden necessary to vacate an arbitration
award pursuant to statute (§ 52-418) as they failed to present a reasoned
legal argument for why the award should be vacated on the ground
that the arbitrator failed to allocate arbitration costs, expenses and
compensation, the arbitrator’s award of attorney’s fees was reasoned
and the arbitrator’s failure to explain his decision denying attorney’s
fees for the physician shareholders did not constitute grounds to vacate
the award.
Argued February 11—officially released July 21, 2020
Procedural History
Application to vacate an arbitration award, brought
to the Superior Court in the judicial district of Stamford-
Norwalk, where the defendant filed an application to
confirm the award; thereafter, the cases were consoli-
dated and tried to the court, Hon. Taggart D. Adams,
judge trial referee; judgment denying the application to
vacate and judgment granting the application to con-
firm, from which the plaintiff appealed to this court.
Affirmed.
James C. Riley, with whom, on the brief, was Thomas
P. O’Connor, for the appellants (plaintiffs).
Anita D. Di Gioia, for the appellee (defendant).
Opinion
DiPENTIMA, C. J. Our courts ‘‘undertake judicial
review of arbitration awards in a manner designed to
minimize interference with an efficient and economical
system of alternative dispute resolution. . . . Such a
limited scope of judicial review is warranted given the
fact that the parties voluntarily bargained for the deci-
sion of the arbitrator and, as such, the parties are pre-
sumed to have assumed the risk of and waived objection
to that decision.’’ (Citations omitted; internal quotation
marks omitted.) Industrial Risk Insurers v. Hartford
Steam Boiler Inspection & Ins. Co., 258 Conn. 101, 110,
779 A.2d 737 (2001). Led by these overarching princi-
ples, we consider the present appeal challenging the
propriety of an arbitration award rendered in favor of
the defendant, Arthur Yee. The plaintiffs, The Norwalk
Medical Group, P.C. (medical group), and thirteen indi-
vidual physicians (physicians) who formerly were mem-
bers of the medical group,1 appeal from the judgment
of the trial court denying their application to vacate an
arbitration award and the judgment of the trial court
granting the application to confirm the arbitration
award filed by the defendant. On appeal, the plaintiffs
claim that the court improperly confirmed the award
because it was not mutual, final and definite due to the
failure of the arbitrator to (1) allocate arbitration costs,
expenses and compensation and (2) set forth a reasoned
award with respect to the issue of attorney’s fees. We
disagree and, accordingly, affirm the judgments of the
trial court.
The following facts, as found by the arbitrator or
otherwise undisputed, and procedural history are nec-
essary for our resolution of this appeal. The defendant,
a physician licensed to practice medicine in the state
of Connecticut, became an employee of the medical
group on August 1, 1988, and, some twenty years later,
executed a written shareholder employment agreement
(agreement) with the medical group on or about July
7, 2008. Paragraph 30 of the agreement provided: ‘‘Any
controversy, claim, or breach arising out of or relating
to this [a]greement shall be submitted for resolution to
the American Arbitration Association [(AAA)] before
one arbitrator. Such arbitration shall be held in Nor-
walk, Connecticut, in accordance with the rules and
practice of the [AAA] then pertaining, and the judgment
upon the award rendered shall be final and determina-
tive and may be entered by consent in any court having
jurisdiction thereof. The arbitrator shall have no author-
ity to order punitive or exemplary damages but may
award reasonable attorney’s fees to the prevailing
party.’’
On October 19, 2016, the defendant e-mailed the chief
executive officer of the medical group regarding his
intention to retire from the practice of medicine prior
to the merger of the medical group with another medical
practice. The defendant retired from the medical group
on or about June 1, 2017.
On August 7, 2017, the defendant filed a demand for
arbitration, claiming that the plaintiffs had breached
the agreement and sought approximately $220,242 in
damages, as well as attorney’s fees and arbitration
costs. The defendant claimed that, following his retire-
ment, he was entitled to a buy-out from the medical
group, pursuant to appendix II of the agreement, in the
amount of $215,042. He also sought an additional $5000
for his 250 shares of the medical group.2 The medical
group denied any obligation to pay the defendant. The
defendant’s demand was directed to all the plaintiffs.
In a response dated August 29, 2017, the plaintiffs
denied the defendant’s material allegations and asserted
that the physicians were not parties to the agreement
and that the demand for arbitration had failed to state
a claim against these individuals. The plaintiffs further
asserted that the medical group had ‘‘ceased the active
conduct of its business and [was] in the process of
winding up its affairs and liquidating its assets. Thus,
there is no obligation under the [agreement] on the part
of any of the [plaintiffs] to pay ‘retirement compensa-
tion’ to [the defendant].’’
Following the selection of the arbitrator and an
agreed upon schedule of the proceedings, the defendant
filed a specification of claims on or about November
8, 2017. In count one, the defendant alleged that the
medical group had breached the terms of the agreement
in failing to pay him in accordance with appendix II.
In count two, the defendant set forth various allegations
against the physicians that, in his view, resulted in their
personal liability to the defendant. In their answer and
special defenses, dated November 27, 2017, the plain-
tiffs denied most of the defendant’s allegations and
repeated the special defenses set forth in the August
29, 2017 response.
After the filing of various written submissions, includ-
ing a motion to dismiss filed by the plaintiffs, prehearing
memoranda, a stipulation of uncontested facts, post-
hearing briefs and proposed orders, and after a three
day hearing, the arbitrator issued his decision and
award on May 22, 2018. The arbitrator concluded that
the medical group had breached its contractual obliga-
tion to pay the buy-out to the defendant, but that the
individual physicians had no obligation to fund it. All
the claims against the individual physicians were
‘‘denied and dismissed’’ by the arbitrator. The arbitrator
awarded the defendant $220,242, 10 percent interest
from July 27, 2017, the date of the breach, and reason-
able attorney’s fees. The arbitrator concluded his deci-
sion and award with the following statement: ‘‘This
[a]ward is in full settlement of all claims submitted to
this [a]rbitration. All claims not expressly granted
herein are hereby denied.’’ (Emphasis added.) The
defendant’s counsel subsequently submitted a claim for
$162,526 in attorney’s fees.
In their June 11, 2018 motion to modify the decision
and award of the arbitrator, the plaintiffs sought to have
the arbitrator (1) assess arbitration fees, expenses and
compensation against the defendant regarding his
claims against the individual physicians and (2) award
attorney’s fees to the physicians as ‘‘prevailing parties.’’
Four days later, the arbitrator denied the plaintiffs’
motion to modify.3
On June 19, 2018, the plaintiffs filed an objection to
the defendant’s demand for attorney’s fees. In part, they
claimed that the defendant was not entitled to recover
attorney’s fees for his unsuccessful claims against the
physicians and therefore the attorney’s fees should only
be $53,822.40. The defendant filed a response dated
July 2, 2018.
One week later, the arbitrator issued an ‘‘amended
decision’’ regarding the issue of attorney’s fees. He
awarded the defendant attorney’s fees in the amount
of $149,903, reducing the amount claimed by $12,623
for charges associated with the service of subpoenas
and an ‘‘improper and unnecessary concurrent state
court action . . . .’’ The arbitrator further determined
that the May 22, 2018 decision and award would not
be changed in any other aspect. On July 30, 2018, the
arbitrator issued an ‘‘amended final decision’’ that
‘‘highlighted’’ the following ‘‘key award components’’:
‘‘The total award of contractual breach damages is
$220,242. The interest on the damages from July 27,
2017, to June 5, 2018, at 10 [percent] is $18,886.51. The
amended award of [attorney’s] fees is $149,903. Total
award–$389,031.51.’’
On August 8, 2018, the plaintiffs filed an application
to vacate the arbitration award pursuant to General
Statutes § 52-418 and Practice Book § 23-1. Two days
later, in a separate action, the defendant filed an applica-
tion to confirm the arbitration award pursuant to Gen-
eral Statutes §§ 52-408 through 52-424. On October 3,
2018, the plaintiffs moved to consolidate the two actions
pursuant to Practice Book § 9-5. On October 16, 2018,
the court, Genuario, J., granted the motion to con-
solidate.
The court, Hon. Taggart D. Adams, judge trial ref-
eree, held a hearing on October 22, 2018, on the parties’
concomitant applications. On January 3, 2019, the court
issued a memorandum of decision denying the plain-
tiffs’ application to vacate and granting the defendant’s
application to confirm the arbitration award. Specifi-
cally, it rejected the plaintiffs’ argument that the arbitra-
tor had failed to make a mutual, final and definite award
by failing to allocate the arbitration fees, expenses and
compensation as required by rule 39 (d) of the AAA.
The court also was not persuaded by the plaintiffs’
contention that in not providing the rationale for the
attorney’s fees issues, the arbitrator had failed to issue
a reasoned award.4 This appeal followed. Additional
facts will be set forth as necessary.
As a preliminary matter, we set forth the legal princi-
ples and standard of review applicable to our discussion
of the plaintiffs’ appellate claims and arguments. Gener-
ally, ‘‘courts favor arbitration as a means of settling
private disputes, [and, therefore] we undertake judicial
review of arbitration awards in a manner designed to
minimize interference with an efficient and economical
system of alternative dispute resolution.’’ (Internal quo-
tation marks omitted.) Asselin & Vieceli Partnership,
LLC v. Washburn, 194 Conn. App. 519, 526, 221 A.3d
875 (2019), cert. denied, 334 Conn. 913, 221 A.3d 449
(2020); see also Benistar Employer Services Trust Co.
v. Benincasa, 189 Conn. App. 304, 309, 207 A.3d 67
(Connecticut takes strongly affirmative view of consen-
sual arbitration, as it is considered favored method to
prevent litigation, promote tranquility and expedite
equitable settlement of disputes), cert. denied, 331
Conn. 932, 208 A.3d 280 (2019).
‘‘The scope of our review of the arbitrator’s decision
is defined by whether the submission to arbitration was
restricted or unrestricted. The significance . . . of a
determination that an arbitration submission was
unrestricted or restricted is not to determine what the
[arbitrator is] obligated to do, but to determine the
scope of judicial review of what [he or she has] done.
Put another way, the submission tells the [arbitrator]
what [he or she is] obligated to decide. The determina-
tion by a court of whether the submission was restricted
or unrestricted tells the court what its scope of review
is regarding the [arbitrator’s] decision. . . . The
authority of an arbitrator to adjudicate the controversy
is limited only if the agreement contains express lan-
guage restricting the breadth of issues, reserving
explicit rights, or conditioning the award on court
review. In the absence of any such qualifications, an
agreement is unrestricted.’’ (Citation omitted; internal
quotation marks omitted.) Asselin & Vieceli Partner-
ship, LLC v. Washburn, supra, 194 Conn. App. 526–27;
see also Girolametti v. Michael Horton Associates, Inc.,
332 Conn. 67, 81 n.6, 208 A.3d 1223 (2019); Industrial
Risk Insurers v. Hartford Steam Boiler Inspection &
Ins. Co., 273 Conn. 86, 89 n.3, 868 A.2d 47 (2005).
In the present case, the parties’ arbitration agreement
did not contain express language restricting the breadth
of issues, reserving explicit rights or conditioning the
award on court review. The parties’ agreement imposed
no limit or condition on the authority of the arbitrator.
See Alderman & Alderman v. Pollack, 100 Conn. App.
80, 85, 917 A.2d 60 (2007). Therefore, we conclude,
and the parties do not dispute, that the submission
to arbitration was unrestricted. See, e.g., LaFrance v.
Lodmell, 322 Conn. 828, 852, 144 A.3d 373 (2016) (sub-
mission is unrestricted unless otherwise agreed to by
parties).
The scope of our review of an unrestricted submis-
sion, as a general matter, is limited. ‘‘Judicial review of
arbitral decisions is narrowly confined. . . . When the
parties agree to arbitration and establish the authority
of the arbitrator through the terms of their submission,
the extent of our judicial review of the award is deline-
ated by the scope of the parties’ agreement. . . . Where
the submission does not otherwise state, the arbitrators
are empowered to decide factual and legal questions
and an award cannot be vacated on the grounds that
. . . the interpretation of the agreement by the arbitra-
tors was erroneous. . . . [T]he arbitrators’ decision is
considered final and binding; thus the courts will not
review the evidence considered by the arbitrators nor
will they review the award for errors of law or fact. . . .
‘‘When reviewing an unrestricted submission to arbi-
tration, however, our Supreme Court has recognized a
few limited circumstances in which a court can vacate
an award: (1) the award rules on the constitutionality
of a statute . . . (2) the award violates clear public
policy . . . [and] (3) the award contravenes one or
more of the statutory proscriptions of § 52-418.’’ (Cita-
tions omitted; footnote omitted; internal quotation
marks omitted.) Asselin & Vieceli Partnership, LLC v.
Washburn, supra, 194 Conn. App. 527–28. ‘‘As a routine
matter, courts review de novo the question of whether
any of those exceptions apply . . . .’’ (Internal quota-
tion marks omitted.) Benistar Employer Services Trust
Co. v. Benincasa, supra, 189 Conn. App. 310; Toland
v. Toland, 179 Conn. App. 800, 810, 182 A.3d 651, cert.
denied, 328 Conn. 935, 183 A.3d 1174 (2018). Only the
third circumstance is at issue in the present case.
Section 52-418 provides that an award shall be
vacated if the arbitrator exceeded his or her powers or
executed them so imperfectly that a mutual, final and
define award was not made. Westbrook Police Union,
Local 1257, Council 15 v. Westbrook, 125 Conn. App.
225, 227, 6 A.3d 1164 (2010). ‘‘In our construction of
§ 52-418 (a) (4), we have, as a general matter, looked
to a comparison of the award with the submission to
determine whether the arbitrators have exceeded their
powers. . . . The standard for reviewing a claim that
the award does not conform to the submission requires
what we have termed in effect, de novo judicial review.
. . . Although we have not explained precisely what in
effect, de novo judicial review entails as applied to a
claim that the award does not conform with the submis-
sion, that standard best can be understood when viewed
in the context of what the court is permitted to consider
when making this determination and the exact nature
of the inquiry presented. Our review is limited to a
comparison of the award to the submission. Our inquiry
generally is limited to a determination as to whether
the parties have vested the arbitrators with the authority
to decide the issue presented or to award the relief
conferred. . . .
‘‘In determining whether an arbitrator has exceeded
the authority granted under the contract, a court cannot
base the decision on whether the court would have
ordered the same relief, or whether or not the arbitrator
correctly interpreted the contract. The court must
instead focus on whether the [arbitrator] had authority
to reach a certain issue, not whether that issue was
correctly decided. Consequently, as long as the arbitra-
tor is even arguably construing or applying the con-
tract and acting within the scope of authority, the
award must be enforced. The arbitrator’s decision can-
not be overturned even if the court is convinced that
the arbitrator committed serious error. . . . More-
over, [e]very reasonable presumption and intendment
will be made in favor of the award and of the arbitra-
tor’s acts and proceedings. Hence, the burden rests on
the party challenging the award to produce evidence
sufficient to show that it does not conform to the sub-
mission.’’ (Emphasis added; internal quotation marks
omitted.) Id., 227–28. Guided by these principles, we
address the specifics of the plaintiffs’ appeal.
I
The plaintiffs first claim that the court improperly
confirmed the award because it was not mutual, final
and definite due to the failure of the arbitrator to allo-
cate arbitration costs, expenses and compensation as
required by rule 39 (d) of the AAA. Specifically, they
argue that the failure to include this allocation in the
arbitration award requires that it be vacated pursuant
to § 52-418 (a) (4). We are not persuaded.
Paragraph 30 of the agreement required the parties
to use an AAA arbitration in the event of a dispute
arising from the agreement. The AAA Employment Arbi-
tration Rules and Mediation Procedures, effective
November 1, 2009, and amended fee schedule effective
July 1, 2016, set forth the following in rule 39 (d): ‘‘The
arbitrator may grant any remedy or relief that would
have been available to the parties had the matter been
heard in court including awards of attorney’s fees and
costs, in accordance with applicable law. The arbitrator
shall, in the award, assess arbitration fees, expenses,
and compensation as provided in Rules 43, 44, and 45
in favor of any party and, in the event any administrative
fees or expenses are due to the AAA, in favor of the
AAA, subject to the provisions contained in the Costs
of Arbitration section.’’
In the defendant’s demand for arbitration, he indi-
cated that the amount of his claim totaled $220,242,
and that he also sought attorney’s fees and arbitration
costs. On this form, the defendant indicated that the
flexible fee schedule for individually negotiated con-
tracts applied,5 and that he had submitted payment of
$1650. In a letter dated September 27, 2017, the AAA
informed the parties that the arbitrator charged a rate
of $500 per hour. During the proceedings, the defendant
again requested that the plaintiffs be ordered to pay
the arbitration expenses. Following the decision and
award, the plaintiffs, in their June 11, 2018 motion to
modify the award, argued that the arbitrator was
required to allocate the arbitration expenses.
In their application to vacate the award, the plaintiffs
argued, inter alia, that the arbitrator had not rendered
a mutual, final and definite award because he had
‘‘failed to allocate arbitration fees, expenses and com-
pensation as required by the governing AAA rules.’’
They explained further, as a result of this omission, the
arbitration award should be vacated pursuant to § 52-
418 (a) (4). In his application to confirm the arbitration
award, the defendant countered that the arbitrator’s
award stated that it constituted a full settlement of all
claims submitted, and that any claim not specifically
granted had been denied. In its memorandum of deci-
sion, the trial court concluded that the plaintiff’s argu-
ments regarding the allocation of arbitration fees,
expenses and costs were ‘‘not very persuasive.’’ The
court noted that AAA rules 43,6 447 and 458 addressed
these items and appeared ‘‘to have been respected by
the parties.’’ The court concluded: ‘‘Frankly, neither
side has offered compelling arguments in favor of either
vacating or confirming the award based [on] the con-
tention that AAA rule 39 (d) was or was not violated, and
the court will not vacate the award on those nebulous
arguments and counterarguments.’’
On appeal, the plaintiffs reassert their argument that
the arbitrator failed to allocate the arbitration fees,
expenses and compensation in the award pursuant to
rule 39 (d). They further contend that, in the absence
of the allocation, the award must be vacated. We are
not persuaded.
At the outset, we note that the plaintiffs have not
provided this court with any legal support for their
argument regarding the allocation issue.9 See, e.g.,
Alpert v. Bennett Law Firm, P.C., United States District
Court, Docket No. H-06-1642 (NKJ) (S.D. Tex. August
21, 2007) (party provided District Court with no legal
standard that arbitration award should be vacated even
if AAA rules had been violated and, therefore, said claim
failed), aff’d, 295 Fed. Appx. 725 (5th Cir. 2008).10 Fur-
thermore, the plaintiffs’ position that such a violation
of the AAA rules mandates that the arbitration award
be vacated does not comport with the law. See, e.g.,
Circle Industries USA, Inc. v. Parke Construction
Group, Inc., 183 F.3d 105, 109 (2d Cir.) (violation of
AAA rules can, under certain circumstances, require
vacatur of arbitration award, but party seeking vacatur
bears heavy burden of establishing sufficient grounds),
cert. denied, 528 U.S. 1062, 120 S. Ct. 616, 145 L. Ed. 2d
510 (1999); New York Newspaper Printing Pressman’s
Union No. 2 v. New York Times Co., United States
District Court, Docket No. 91 Civ. 4677 (CSH) (S.D.N.Y.
May 22, 1992) (violations of AAA rules, although rele-
vant to issue of arbitrator misconduct, are not sufficient
in and of themselves to vacate arbitration award).
Finally, we are mindful of the principles applicable
to this type of claim. Our Supreme Court has stated that
‘‘[a]n award conforming to an unrestricted submission
should generally be confirmed by the court.’’ Garrity
v. McCaskey, 223 Conn. 1, 12, 612 A.2d 742 (1992).
Further, a heavy burden is placed on a party seeking
to vacate an award pursuant to § 52-418 (a). See Doctor’s
Associates, Inc. v. Windham, 146 Conn. App. 768, 774,
81 A.3d 230 (2013) (parties consent to arbitration, and,
therefore, court will make every reasonable presump-
tion in favor of arbitration award and arbitrator’s acts
and proceedings). With respect to this claim, we agree
with the trial court that the plaintiffs failed to present
‘‘compelling arguments in favor’’ of vacating the arbitra-
tion award based on an alleged violation of rule 39 (d)
of the AAA, and we decline to vacate that award on
the basis of their unsupported contentions. The plain-
tiffs have not produced a well supported, reasoned legal
argument containing a cogent analysis to persuade this
court that the arbitration award should be vacated on
this ground. Accordingly, this claim must fail.
II
The plaintiffs next claim that the court improperly
confirmed the award because it was not mutual, final
and definite due to the failure of the arbitrator to set
forth a reasoned award with respect to attorney’s fees.
Specifically, the plaintiffs argue that the parties bar-
gained for a reasoned award and the arbitrator failed
to meet that standard in granting attorney’s fees to the
defendant and denying attorney’s fees to the physicians.
We are not persuaded and agree with the court’s rejec-
tion of this claim.
The following facts and procedural history are neces-
sary for our discussion. Rule 39 (c) of the AAA rules
provides that the arbitration award ‘‘shall be in writing
. . . and shall provide the written reasons for the award
unless the parties agree otherwise.’’ All parties sought
attorney’s fees. In the May 22, 2018 decision and award,
the arbitrator found that no evidence had been pre-
sented that the physicians had agreed to personally pay
the defendant’s buy-out. Thus, he concluded that the
physicians had no obligation to fund the buy-out of
the defendant and that the claims directed against the
physicians were ‘‘denied and dismissed.’’ The arbitrator
further determined that the medical group had breached
the agreement by failing to pay the defendant’s buy-out
on or about July 27, 2017. The arbitrator awarded the
defendant $220,242 from the medical group, plus inter-
est of 10 percent from July 27, 2017, to June 5, 2018.
He also awarded reasonable attorney’s fees to the defen-
dant, pursuant to paragraph 30 of the agreement and
the AAA rules. The defendant’s counsel was instructed
to draft a judgment, including the interest calculation
and an affidavit of attorney’s fees, for review within
two weeks of the arbitration award. The arbitrator con-
cluded his decision by stating that his award resolved all
of the parties’ claims, and that any claim not expressly
granted had been denied. In the draft judgment submit-
ted by the defendant’s counsel, the interest was calcu-
lated in the sum of $18,886.51, and the claimed attor-
ney’s fees totaled $162,526.
In the plaintiffs’ June 11, 2018 motion to modify the
arbitration award, they argued, inter alia, that the arbi-
trator had failed to address whether the physicians were
entitled to attorney’s fees as prevailing parties and that
there was no legal or logical basis for awarding attor-
ney’s fees to the defendant and not awarding attorney’s
fees to the physicians. The arbitrator denied the plain-
tiffs’ motion to modify on June 15, 2018. In response
to the plaintiffs’ challenge to the attorney’s fees
requested by the defendant, the arbitrator issued an
‘‘Amended Decision Re: Attorney Fees’’ on July 9, 2018.
In that decision, he awarded the defendant $149,903 in
attorney’s fees, a reduction of $12,623 from the
requested amount of $162,526. He reaffirmed his earlier
decision by concluding that ‘‘[i]n all other regards, the
[d]ecision and [a]ward of [a]rbitrator, dated May 22,
2018 remains the same.’’ Finally, on July 30, 2018, the
arbitrator issued an ‘‘Amended FINAL Decision’’ award-
ing $389,031.51 to the defendant.
In considering the parties’ competing motions, the
trial court considered the plaintiffs’ contention that the
arbitrator had failed to issue a reasoned award with
respect to attorney’s fees, and, therefore, it did not
constitute a mutual, final and definite award pursuant
to § 52-418 (a). The court concluded that the arbitrator
had explained the reasons for awarding attorney’s fees
to the defendant and that those fees were reasonable.
‘‘Furthermore, the arbitrator had before him ample sub-
missions by the counsel for all parties on the issue of
the amount and reasonableness of the fee request and
reduced the fee request by [the defendant] for several
articulated reasons.’’
With respect to whether the arbitrator had issued a
reasoned award as to his decision to not award attor-
ney’s fees to the physicians, the court stated: ‘‘On their
face the arguments in favor of assessing attorney’s fees
against [the defendant] in connection with his failed
claims against the [physicians] have some appeal. How-
ever, the court finds the [rejection of the physicians’
claim for attorney’s fees] well within the scope of the
arbitrator’s power and not subject to this court’s sec-
ond-guessing. In addition, and with some reluctance,
the court will not vacate the [a]ward because the arbi-
trator failed to articulate reasons for denying an award
of attorney’s fees to [the medical group and the physi-
cians]. As noted the denial was well within the arbitra-
tor’s discretion. In addition, the court particularly notes
that this claim for fees was brought to the arbitrator’s
attention on numerous occasions. . . . Under these
circumstances the court will not vacate a decision,
whether the reasons are articulated or not, when the
arbitrator had many opportunities to consider and
reconsider granting fees, but eventually determined not
do so.’’
On appeal, the plaintiffs reassert that the arbitrator
failed to issue a reasoned award with respect to the
attorney’s fees awarded to the defendant and the denial
of attorney’s fees to the physicians. They further con-
tend that, as a result of this deficiency, the court erred
in confirming the arbitration award and the entire award
must be vacated. We are not persuaded.
As a general matter, the decision of an arbitrator
need not include expansive reasoning to obtain judicial
confirmation. See Bic Pen Corp. v. Local No. 134,
United Rubber, Cork, Linoleum & Plastic Workers of
America, 183 Conn. 579, 585, 440 A.2d 774 (1981) (arbi-
trator required only to render award in conformity to
submission and need not include explanation of means
by which award was reached); see also Henry v.
Imbruce, 178 Conn. App. 820, 827–28, 177 A.3d 1168
(2017) (under federal law, only barely colorable justifi-
cation for outcome necessary to confirm award). The
parties, via the terms of an arbitration agreement, can
require that the arbitrator issue a reasoned award,
which contains greater details than a standard award.
See, e.g., SBD Kitchens, LLC v. Jefferson, 157 Conn.
App. 731, 747–48, 118 A.3d 550 (parties may agree to
have arbitrator issue one of several types of arbitration
awards, including reasoned award), cert. denied, 319
Conn. 903, 122 A.3d 638 (2015); Lawson v. Privateer,
Ltd., Superior Court, judicial district of Middlesex,
Docket No. CV-XX-XXXXXXX-S (February 1, 2007) (noting
difference between standard award and reasoned
award); see also Tully Construction Co. v. Canam Steel
Corp, United States District Court, Docket No. 13 Civ.
3037 (PGG) (S.D.N.Y. March 2, 2015) (noting difference
between ‘‘general, regular, standard or bare’’ award,
which simply announces result, and ‘‘reasoned award,’’
which includes something more than simple result).
In SBD Kitchens, LLC v. Jefferson, supra, 157 Conn.
App. 740–41, this court addressed what constitutes a
reasoned award in the arbitration context. In that case,
the appellants claimed that the arbitrator’s award of
punitive damages, consisting of attorney’s fees and
costs, should be vacated because it was made in mani-
fest disregard of the law. In resolving that claim, we
set forth the meaning of a reasoned award under the
AAA rules. Id., 747. First, we explained that the AAA
rules do not define the term ‘‘reasoned award.’’ Id.,
747–48. Second, we noted that, although no Connecticut
appellate case law specifically had defined that term,
many federal courts had. Id., 748. ‘‘The common theme
of those federal authorities, with which we agree, is
that a reasoned award means something more than a
simple result and less than specific findings of fact and
conclusions of law.’’ Id.; see also Leeward Construction
Co., Ltd. v. American University of Antigua-College
of Medicine, 826 F.3d 634, 640 (2d Cir. 2016).
Next, it is necessary to review briefly the relevant
legal principles pertaining to awards of attorney’s fees
and a prevailing party. ‘‘The general rule of law known
as the American rule is that attorney’s fees and ordinary
expenses and burdens of litigation are not allowed to
the successful party absent a contractual or statutory
exception. . . . This rule is generally followed
throughout the country. . . . Connecticut adheres to
the American rule. . . . There are few exceptions. For
example, a specific contractual term may provide for
the recovery of attorney’s fees and costs . . . or a stat-
ute may confer such rights. . . . [W]e review the trial
court’s decision to award attorney’s fees for abuse of
discretion.’’ (Citations omitted; internal quotation
marks omitted.) Broadnax v. New Haven, 270 Conn.
133, 178, 851 A.2d 1113 (2004); see also Francini v.
Riggione, 193 Conn. App. 321, 330, 219 A.3d 452 (2019).
We also note that ‘‘[o]ur Supreme Court has stated:
[P]revailing party has been defined as [a] party in whose
favor a judgment is rendered, regardless of the amount
of damages awarded.’’ Giedrimiene v. Emmanuel, 135
Conn. App. 27, 34–35, 40 A.3d 815 (citing Wallerstein
v. Stew Leonard’s Dairy, 258 Conn. 299, 303, 780 A.2d
916 (2001)), cert. denied, 305 Conn. 912, 45 A.3d 97
(2012). In this context, however, the question of
whether a party has, in fact, ‘‘prevailed’’ is a question
reserved for the arbitrator, and the propriety of the
arbitrator’s conclusion is not subject to review for
errors of law or fact by the courts. Comprehensive
Orthopaedics & Musculoskeletal Care, LLC v. Axt-
mayer, 293 Conn. 748, 758, 980 A.2d 297 (2009).
Applying the foregoing legal principles to the facts
of the present case, we conclude that the plaintiffs
cannot sustain their heavy burden necessary to vacate
an arbitration award. In the May 22, 2018 award, the
arbitrator concluded that the medical group had
breached its contractual obligation to pay the retire-
ment buy-out for the defendant, that the physicians
had no personal liability for this buy-out, and that the
defendant’s claims against the physicians were not via-
ble. The arbitrator awarded attorney’s fees only to the
defendant, and, following the plaintiffs’ motion to mod-
ify, declined to modify the award. The arbitrator, in
response to a challenge of the attorney’s fees awarded
to the defendant’s counsel, issued an amended decision
reducing that award by $12,623. Specifically, the arbitra-
tor explained that he had reduced the award for fees
associated with the service of subpoenas and an
‘‘improper and unnecessary concurrent state court
action . . . .’’
It is clear, therefore, that the arbitrator considered
and issued a reasoned award regarding the attorney’s
fees awarded to the defendant. He concluded that the
medical group had failed to pay the retirement buy-out
to the defendant as required by the agreement and,
therefore, as the prevailing party, the defendant was
entitled to attorney’s fees. Furthermore, the arbitrator
reviewed the timesheets submitted by the defendant’s
counsel and disallowed certain aspects of the claimed
fees in the amended decision. We conclude, therefore,
that the arbitrator met the reasoned award standard
with respect to the attorney’s fees awarded to the
defendant.
Regarding the denial of attorney’s fees to the physi-
cians, we share the concern set forth in the trial court’s
decision that the arbitrator had failed to explain the
basis for denying these fees and agree with the trial
court’s ultimate conclusion that the arbitration award
should nevertheless be confirmed. Our conclusion is
informed by the clarification of the reasoned award
standard from the United States Court of Appeals for
the Second Circuit: ‘‘We agree with our sister [c]ircuits,
and hold . . . that a reasoned award is something more
than a line or two of unexplained conclusions, but some-
thing less than full findings of fact and conclusions of
law on each issue raised before the panel. A reasoned
award sets forth the basic reasoning of the arbitral
panel on the central issue or issues raised before it. It
need not delve into every argument made by the parties.
The award here satisfies that standard: while it does
not provide a detailed rationale for each and every line
of damages awarded, it does set forth the relevant facts,
as well as the key factual findings supporting its conclu-
sions. The summary nature of its analytical discussion
reflects only that, as the district court found, [t]he par-
ties had ample opportunity to contest [the plaintiff’s]
entitlement to compensation for change order work,
and the summary nature of the discussion in the deci-
sion shows that the panel simply accepted [the plain-
tiff’s] arguments on this particular point. . . . No more
is needed.’’ (Citation omitted; internal quotation marks
omitted.) Leeward Construction Co., Ltd. v. American
University of Antigua-College of Medicine, supra, 826
F.3d 640.
As explained by the trial court, the issue of whether
the physicians were entitled to an award of attorney’s
fees ‘‘was brought to the [a]rbitrator’s attention on
numerous occasions.’’ The arbitrator declined to exer-
cise his discretion and award these fees several times.
Further, the arbitrator explained that, although the
defendant was entitled to his retirement buy-out, it was
the medical group, and not the physicians, who had
breached the agreement and was financially responsi-
ble. The arbitrator set forth his factual finding and key
legal conclusions for the decision on the central issue
of the case, that is, whether the defendant was entitled
to a buy-out pursuant to the terms of the written share-
holder agreement. His failure to include details on the
subordinate issue of whether the physicians should be
awarded attorney’s fees, although perhaps regrettable,
does not constitute grounds to warrant judicial interfer-
ence in the arbitration process.11 To do so would under-
cut the strong public policy favoring arbitration. As we
noted at the outset, ‘‘the parties voluntarily bargained
for the decision of the arbitrator and, as such, the parties
are presumed to have assumed the risks and waived
objections to that decision.’’ American Universal Ins.
Co. v. DelGreco, 205 Conn. 178, 186–87, 530 A.2d 171
(1987); see generally Industrial Risk Insurers v. Hart-
ford Steam Boiler Inspection & Ins. Co., supra, 258
Conn. 110; United States Fidelity & Guaranty Co. v.
Hutchinson, 244 Conn. 513, 519–20, 710 A.2d 1343
(1998); Design Tech, LLC v. Moriniere, 146 Conn. App.
60, 66–67, 76 A.3d 712 (2013). Accordingly, we conclude
that the court properly granted the defendant’s motion
to confirm the arbitration award and properly denied
the plaintiffs’ motion to vacate.
The judgments are affirmed.
In this opinion the other judges concurred.
1
The physicians, former shareholders of the medical group, are Roberta
Rose, Marvin Den, Richard Gervasi, Richard G. Huntley, Jr., Donald E. Leone,
J. James Lewis, Donald E. McNicol, Andrew M. Murphy, Stuart N. Novack,
Paulo A. Pino, Pamela J. Randolph, James Samuel, and Paul B. Wiener.
2
Appendix II of the agreement set forth the ‘‘Buy-Out’’ agreement for
nononcology physicians, such as the defendant, and provided as follows:
‘‘If a physician completed the purchase of 250 shares of [the medical group]
and completed at least 25 years of service with the [medical group], [the
physician] will be entitled to 100 [percent] of the Buy-Out Benefit . . . .’’
The ‘‘Buy-Out’’ was defined as the average of the physician’s annual total
compensation over the last five full calendar years of employment. Appendix
II also provided that the medical group would purchase back the shares of
the medical group at the rate of $20 per share.
3
Specifically, the arbitrator’s response to the motion to modify stated:
‘‘Having reviewed the June 11, 2018 [m]otion to [m]odify, and noting that
there were no challenges as to the computations of [attorney’s] fees and
costs awarded to the [defendant], and after review of the [defendant’s]
counsel’s letter to the [AAA] dated June 12, 2018, the undersigned denies the
[plaintiffs’] [m]otion to [m]odify [a]ward. See [r]ule 40 of the [AAA] Rules.’’
Rule 40 of the [AAA] rules provides in relevant part: ‘‘Within 20 days after
the transmittal of an award, any party, upon notice to the other parties,
may request the arbitrator to correct any clerical, typographical, technical,
or computation errors in the award. The arbitrator is not empowered to
redetermine the merits of any claim already decided.’’
4
The court also rejected the plaintiffs’ claim of manifest disregard of the
law. That rejection is not a subject of this appeal.
5
For this type of arbitration, the AAA fee schedule provides that arbitrator
compensation is not part of the administrative fees and that, ‘‘[u]nless the
parties’ agreement provides otherwise, arbitrator compensation and admin-
istrative fees are subject to allocation by an arbitrator in an award.’’
6
Rule 43 of the AAA Rules, entitled ‘‘Administrative Fees,’’ provides in
relevant part: ‘‘As a not-of-profit organization, the AAA shall prescribe filing
and other administrative fees to compensate it for the cost of providing
administrative services. The AAA administrative fee schedule in effect at
the time the demand for arbitration or submission agreement is received
shall be applicable.
‘‘AAA fees shall be paid in accordance with the Costs of Arbitration
section. The AAA may, in the event of extreme hardship on any party, defer
or reduce the administrative fees. . . .’’
7
Rule 44 of the AAA rules, entitled ‘‘Neutral Arbitrator’s Compensation,’’
provides: ‘‘Arbitrators shall charge a rate consistent with the arbitrator’s
stated rate of compensation. If there is disagreement concerning the terms
of compensation, an appropriate rate shall be established by the AAA and
confirmed by the parties.
‘‘Any arrangement for the compensation of a neutral arbitrator shall be
made through the AAA and not directly between the parties and the arbitra-
tor. Payment of the arbitrator’s fees and expenses shall be made by the
AAA from the fees and moneys collected by the AAA for this purpose.
‘‘Arbitrator compensation shall be borne in accordance with the Costs of
Arbitration section.’’
8
Rule 45 of the AAA rules, entitled ‘‘Expenses,’’ provides: ‘‘Unless other-
wise agreed by the parties or as provided under applicable law, the expenses
of witnesses for either side shall be borne by the party producing such wit-
nesses.
‘‘All expenses of the arbitrator, including required travel and other
expenses, and any AAA expenses, as well as the costs relating to proof and
witnesses produced at the direction of the arbitrator shall be borne in
accordance with the Costs of Arbitration section.’’
9
This court has stated: ‘‘[W]e are not required to review claims that are
inadequately briefed. . . . We consistently have held that [a]nalysis, rather
than mere abstract assertion, is required in order to avoid abandoning an
issue by failure to brief the issue properly. . . . [F]or this court judiciously
and efficiently to consider claims of error raised on appeal . . . the parties
must clearly and fully set forth their arguments in their briefs. We do not
reverse the judgment of a trial court on the basis of challenges to its rulings
that have not been adequately briefed. . . . The parties may not merely
cite a legal principle without analyzing the relationship between the facts
of the case and the law cited. . . . It is not enough merely to mention a
possible argument in the most skeletal way, leaving the court to do counsel’s
work, create the ossature for the argument, and put flesh on its bones.’’
(Internal quotation marks omitted.) NRT New England, LLC v. Jones, 162
Conn. App. 840, 856, 134 A.3d 632 (2016); see also Darin v. Cais, 161 Conn.
App. 475, 483, 129 A.3d 716 (2015).
10
In the absence of precedent from Connecticut courts, this court pre-
viously has looked to the federal courts for guidance in examining the AAA
rules. See, e.g., SBD Kitchens, LLC v. Jefferson, 157 Conn. App. 731, 748,
118 A.3d 550, cert. denied, 319 Conn. 903, 122 A.3d 638 (2015); see generally
Nussbaum v. Kimberly Timbers, Ltd., 271 Conn. 65, 73 n.6, 856 A.2d 364
(2004) (Connecticut appellate courts guided by federal precedent with
respect to state statutes comparable to federal law).
11
The plaintiffs rely on Smarter Tools, Inc. v. Chongqing Senci Import &
Export Trade Co., Ltd., United States District Court, Docket No. 18-CV-2714
(AJN) (S.D.N.Y. March 26, 2019), appeal dismissed, Docket Nos. 19-943 and
19-1155, 2019 WL 8403145 (2d Cir. November 12, 2019), to support their
claim that the arbitrator failed to issue a reasoned award and therefore, it
must be vacated. In Smarter Tools, Inc., the plaintiff purchased gas-powered
generators from the named defendant. Id. A dispute ensued and arbitration
commenced. Id. The parties requested that the arbitrator issue a reasoned
award. Id. The named defendant sought payment for the remaining balance
on the generators, while the plaintiff contended that the generators were
defective and not compliant with certain regulations. Id.
The arbitrator issued a six page final award that detailed the parties and
proceedings, ruled on an issue of admissibility, incorporated the parties’
stipulation that the plaintiff’s outstanding balance totaled approximately
$2.4 million, found that the named defendant’s claims were ‘‘well-founded
and supported by the evidence’’ and determined that the plaintiff’s counter-
claims were not supported. The arbitrator did not make any findings as
to whether the generators were defective, compliant with the applicable
regulations or had been unilaterally canceled by the named defendant. The
District Court concluded that the arbitrator failed to meet the reasoned
award standard because it failed to contain any rationale for rejecting the
plaintiff’s claims. Id.
We are not persuaded by the plaintiffs’ reliance on this nonbinding author-
ity. In that case, the arbitrator failed to provide any explanation or reasoning
for his decision on the central issue, that is, whether the generators at
issue had been defective or compliant with the governmental regulations.
In contrast, the arbitrator in the present case met the reasoned award
standard with respect to the principal issue of whether the defendant should
receive his buy-out. Further, the subsidiary matter of whether the physicians
should receive attorney’s fees was presented to the arbitrator, who, in the
exercise of his discretion, declined to award them.