Opinion
December 12, 1995
Appeal from the Supreme Court, New York County (Joan Lobis, J.).
An arbitration award "will not be vacated even though the court concludes that [the arbitrator's] interpretation of the agreement misconstrues or disregards its plain meaning or misapplies substantive rules of law, unless it is violative of a strong public policy, or is totally irrational, or exceeds a specifically enumerated limitation on his power" ( Matter of Silverman [Benmor Coats], 61 N.Y.2d 299, 308). There was some basis in the record for each of the arbitrator's findings, including the parties' respective capital contributions, the change in corporate offices, and the damages awards. Further, as the IAS Court noted, even if the arbitrator had incorrectly applied the law or misconstrued the shareholders' agreement with respect to lost profits or attorneys' and accountants' fees, that would provide no basis to vacate the award.
The refusal to dissolve the corporation was not irrational, as the agreement contained a buy-out procedure which would provide the shareholder with a fair return on investment ( see, Matter of Brach [88-15 Executive Arms Realty Corp.], 135 A.D.2d 711, 713, lv denied 73 N.Y.2d 701). Nor was there anything on the face of the award to indicate that it violated public policy ( see, Matter of Sprinzen [Nomberg], 46 N.Y.2d 623, 630-631). Defendants' assertions of lack of a fair hearing before the arbitrator are also insufficient to warrant vacatur of the award ( see, Matter of Board of Educ. [Hess], 49 N.Y.2d 145, 152). We have considered defendants' other contentions and find them to be without merit.
Concur — Ellerin, J.P., Rubin, Nardelli, Williams and Mazzarelli, JJ.