Opinion
16-P-607
04-03-2017
BOSTON LOGIC TECHNOLOGY PARTNERS, INC. v. BOSTON OFF CAMPUS APARTMENTS, LLC & others.
MEMORANDUM AND ORDER PURSUANT TO RULE 1:28
The plaintiff appeals from a judgment of the Superior Court confirming an arbitration award obtained by the defendants. The plaintiff argues that the award should be vacated because the arbitrator misconstrued the parties' contracts, failed to conduct a conflicts check, improperly applied procedural rules that pertain only to pro se litigants, and failed to rule on the plaintiff's request to sever. As none of these arguments falls within one of the narrow grounds on which we can vacate an arbitration award, we affirm.
In June of 2014, the plaintiff entered into written contracts with each of the defendants to provide them with Internet and Web site design services. By February of 2015, the plaintiff still had not provided the services and gave no indication to the defendants that performance was imminent. Consequently, pursuant to the arbitration clauses of the contracts, the defendants submitted a joint demand for arbitration to the American Arbitration Association, claiming that "[o]ver the course of [seven plus] months [they] were charged monthly software fees [by the plaintiff] and were never provided with a live working website."
After an evidentiary hearing, the arbitrator determined that, "[a]lthough there was no specified delivery date in the [a]greements, ... there was an implied obligation on the part of [the plaintiff] to deliver the contracted for services to each of the [defendants] within a commercially reasonable time." The arbitrator then found that the plaintiff "failed to provide the required services within a commercially reasonable time" and awarded the defendants "a refund of the amounts paid." The plaintiff moved to vacate the arbitrator's award in Superior Court, but the judge denied the motion and ordered entry of final judgment confirming the award.
We agree with the judge that the plaintiff's arguments all amount to assertions of mere legal or procedural error, which do not provide a basis to vacate the arbitration award. "A matter submitted to arbitration is subject to a very narrow scope of review." Lynn v. Thompson, 435 Mass. 54, 61 (2001), quoting from Plymouth-Carver Regional Sch. Dist. v. J. Farmer & Co., 407 Mass. 1006, 1007 (1990). The only available grounds on which we can vacate the award are those set forth in the Massachusetts Uniform Arbitration Act, G. L. c. 251, § 12(a ). See Katz, Nannis & Solomon, P.C. v. Levine, 473 Mass. 784, 789–791 (2016). Otherwise, "we are strictly bound by [the] arbitrator's findings and legal conclusions, even if they appear erroneous, inconsistent, or unsupported by the record at the arbitration hearing." Lynn, 435 Mass. at 61. "Even a grossly erroneous [arbitration] decision is binding in the absence of fraud." Id. at 61–62, quoting from Trustees of Boston & Me. Corp. v. Massachusetts Bay Transp. Authy., 363 Mass. 386, 390 (1973).
The plaintiff's argument that the arbitrator misconstrued the contracts is not a ground for vacating the award. "Interpreting the agreement is the role of the arbitrator, not this court." Katz, Nannis & Solomon, 473 Mass. at 796. See Greene v. Mari & Sons Flooring Co., 362 Mass. 560, 563 (1972), quoting from United Steelworkers of America v. Enterprise Wheel & Car Corp., 363 U.S. 593, 599 (1960) ("[Where] the arbitrator's decision concerns construction of the contract, the courts have no business overruling him because their interpretation of the contract is different from his"). Contrary to the plaintiff's assertions, this case is not one where the arbitrator "exceeded [the] powers" granted to him by the contracts. G. L. c. 251, § 12(a )(3). The plaintiff's claim is that the arbitrator erred by reading into the contracts an implied obligation for performance within a "commercially reasonable time frame." That is a claim of mere legal error; it does not go to the arbitrator's powers to decide the issues or award the relief that he did. See Greene, 362 Mass. at 563 ; Plymouth-Carver, 407 Mass. at 1007–1008 ; Grobet File Co. of America v. RTC Sys., Inc., 26 Mass. App. Ct. 132, 135–136 (1988).
We are also unpersuaded by the plaintiff's arguments that the award is fatally tainted by procedural irregularities. First, the plaintiff's assertion that the arbitrator failed to conduct a conflicts check is not only unsupported by the record, it does not come close to demonstrating "evident partiality by [the] arbitrator." G. L. c. 251, § 12(a )(2). Second, even if the arbitrator erred by applying the rules for pro se litigants once an attorney entered an appearance for the defendants, the plaintiff does not explain how it was prejudiced by the error, nor does it explain how the error constituted a "significant procedural irregularity" that might entitle it to vacatur of the award. See Plymouth-Carver, 407 Mass. at 1007. Last, the plaintiff likewise does not explain how the arbitrator's failure to sever the proceeding into three separate arbitrations also was a significant procedural irregularity. See ibid. If the plaintiff believed that it would be prejudiced by a joint proceeding, it could have applied to the Superior Court for an order of severance. See G. L. c. 251, § 2A ("A party aggrieved by the failure or refusal of another ... to sever one arbitration proceeding from another or others, may apply to the superior court for an order for ... such severance"). The plaintiff's own failure to pursue an available remedy is not a ground on which we can vacate the award.
Under the rules of the American Arbitration Association, the arbitrator was required to disclose conflicts, but not the absence thereof. Thus, we reject the plaintiff's suggestion that the lack of disclosure proves that the arbitrator failed to conduct a conflicts check.
The defendants' request for appellate attorney's fees is denied.
--------