Opinion
No. 15–P–1430.
10-21-2016
LaBARGE ENGINEERING AND CONTRACTING, INC. v. Michael J. NOONAN & another,trustees.
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
The defendants (collectively, Noonans) hired the plaintiff (LaBarge) as general contractor to construct a large dwelling on Cape Cod. A contractual dispute ensued regarding leaking windows, and the parties took this dispute to arbitration before a panel of three arbitrators. After six days of hearings, the panel issued a written decision in the Noonan's favor, awarding them $1,094,000 in damages. LaBarge filed an action in Superior Court seeking to vacate the award, and the Noonans cross-claimed to confirm it. After a judge allowed the Noonans' motion and judgment entered in their favor, LaBarge appealed. We affirm.
We begin by addressing a procedural issue that LaBarge seeks to raise. After judgment entered and LaBarge filed its notice of appeal, it sought to establish the record on appeal through filing in the Superior Court a statement of proceedings pursuant to Mass.R.A.P. 8(c), as amended 378 Mass. 933 (1979). As a general matter, that statement merely summarized how the proceedings progressed in Superior Court. In this manner, the rule 8(c) statement largely amounted to a narrative version of the Superior Court docket. However, LaBarge also appended to its rule 8(c) statement—as a purported “Statement of the Evidence”—the detailed proposed findings it had submitted to the arbitration panel. In other words, LaBarge was seeking to use its rule 8(c) statement to include in the appellate record before us, material that was before the arbitration panel (but apparently never brought before the Superior Court). The Noonans opposed the rule 8(c) statement and filed a motion to strike it. Eventually, the judge allowed that motion, reasoning that rule 8(c) was not available to LaBarge because there was a transcript available of the Superior Court hearing on the dispositive cross motions.
Although LaBarge now seeks our review of the judge's ruling on its rule 8(c) statement, it never filed a notice of appeal of that postjudgment ruling. This issue is therefore not properly before us. See Robinson v. Boston, 71 Mass.App.Ct. 765, 771 (2008). We do note, however, that in any event, it would not be appropriate to use rule 8(c) to expand the appellate record beyond what was before the trial court judge whose judgment is under review.
We turn now to the merits. As an initial matter, we note the extremely limited scope of review that applies to arbitration awards. See School Comm. of Lexington v. Zagaeski, 469 Mass. 104, 110 (2014), quoting from School Comm. of Lowell v. Robishaw, 456 Mass. 653, 660 (2010) (“[A] reviewing court is strictly bound by an arbitrator's factual findings and conclusions of law, even if they are in error”). “An arbitrator's result may be wrong; it may appear unsupported; it may appear poorly reasoned; it may appear foolish. Yet, it may not be subject to court interference.” Lynn v. Thompson, 435 Mass. 54, 62 (2001), quoting from Delta Air Lines, Inc. v. Air Line Pilots Assn., Intl., 861 F.2d 665, 670 (11th Cir.1988). “Even a grossly erroneous decision is binding in the absence of fraud.” Trustees of Boston & Me. Corp. v. Massachusetts Bay Transp. Authy., 363 Mass. 386, 390 (1973), citing McGovern v. Middlesex Mut. Ins. Co., 359 Mass. 443, 445 (1971).
LaBarge's lead substantive argument is that the arbitration panel did not issue its ruling in the form to which the parties had agreed. It is uncontested that in a preliminary telephone conference, the arbitration panel (or a representative thereof) discussed with the parties various options regarding the form of its eventual ruling. It is also uncontested that both parties expressed contentment with the option of a “mid-level [reasoned] decision,” that is, one that did not include detailed findings of fact and conclusions of law, but that did include some explanation of the panel's reasoning beyond a bare bones “standard award” (a mere statement of the disposition). See Rain CII Carbon, LLC v. ConocoPhillips Co., 674 F.3d 469, 474 (5th Cir.2012) (describing a “standard award” as “a mere announcement of [the arbitrator's] decision”). LaBarge argues that the award that the panel issued did not provide sufficient explanation of the panel's reasoning. In fact, LaBarge goes so far as to assert that the award is devoid of “ any reasoning” (emphasis original). LaBarge urges us to vacate the award and order the panel to issue a ruling in the agreed-upon form.
A report of preliminary hearing and scheduling order issued by the panel reflected this chosen middle path by crossing out the options of “Standard Award” and “Findings of fact and conclusions of law,” and noting that the form of the award would be a “Reasoned Award or such form of detailed Award to be agreed to by counsel.”
LaBarge's characterization of the single-spaced, two-paged award is hyperbolic at best. Although the award provides less explanation than one including detailed findings and rulings (which both parties deemed to be unnecessary), it plainly provides significantly more explanation than a standard award. LaBarge has provided no case precedent to support its argument that reviewing courts are free to vacate an award based on their own assessment of whether the level of explanation the arbitrator(s) provided amounts to “mid-level reasoning.” This lack of precedent is hardly surprising given the extremely limited scope of judicial review. Nor do we discern merit in LaBarge's related argument that the award is fatally deficient because the panel did not specifically address particular defenses that it had raised. This is especially the case where, as here, the record properly before us does not establish what arguments LaBarge made to the arbitration panel.
To the extent that LaBarge argues that the panel misconstrued the contract or case precedent, its arguments founder on the standard of review. In sum, we discern no error in the judge's ruling that the award should be confirmed.