Civan, E. v. Windermere Farms, Inc.
180 A.3d 489
| Pa. Super. Ct. | 2018Background
- Ethan and Elana Civan sued Windermere (seller) and Gambone (builder) alleging faulty construction and related statutory/common‑law claims. Gambone was not a signatory to the sale agreement containing an arbitration clause.
- Civans moved to compel arbitration against both Windermere and Gambone; the trial court issued a terse April 26, 2007 order directing “the parties” to arbitrate but did not identify which parties.
- Windermere participated in arbitration; Gambone refused, contending it was not bound and that the arbitrators lacked jurisdiction.
- Arbitrators found they had jurisdiction over Gambone and entered a joint and several award against Windermere and Gambone on July 29, 2008. Gambone timely filed a petition to vacate the award.
- Due to local praecipe delays, the petition to vacate languished until 2016; after argument the trial court vacated the award as to Gambone (Apr. 11, 2017) and denied confirmation as to Gambone (Apr. 12, 2017). The Superior Court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the trial court exceeded the narrow common‑law arbitration review standard in vacating award as to Gambone | Civans: arbitrators ruled they had jurisdiction; court may not substitute its judgment and should apply narrow §7341 review | Gambone: no agreement to arbitrate; arbitrator lacked jurisdiction; court must determine arbitrability | Held: Court did not err. Where no agreement to arbitrate exists, the narrow §7341 standard does not apply; courts decide arbitrability. |
| Whether Gambone proved denial of hearing or fraud/misconduct under §7341 | Civans: Gambone declined to participate, so it cannot show deprivation of hearing or misconduct | Gambone: never agreed to arbitrate; arbitration proceeding was beyond panel’s power | Held: §7341 review unnecessary because threshold was lack of agreement; vacatur proper because Gambone never consented to arbitration. |
| Whether the April 26, 2007 order compelled Gambone to arbitrate | Civans: that order compelled “the parties” to arbitrate, which included Gambone | Gambone/Windermere: the order, read with the agreement, applied only to signatories; no court order specifically compelled Gambone | Held: The April 26 order did not clearly bind Gambone; only signatories were compelled. |
| Whether the trial court was required to confirm the award under §7342(b) because 30 days passed | Civans: trial court must confirm where 30 days have passed after award | Gambone: timely filed petition to vacate within 30 days, so §7342(b) does not mandate confirmation | Held: Court not required to confirm; Gambone filed timely petition to vacate and vacatur was proper. |
Key Cases Cited
- U.S. Spaces, Inc. v. Berkshire Hathaway Home Servs., Fox & Roach, 165 A.3d 931 (Pa. Super. 2017) (describing narrow common‑law arbitration review)
- Pisano v. Extendicare Homes, Inc., 77 A.3d 651 (Pa. Super. 2013) (arbitration is contractual; nonparties generally not compelled absent intent)
- Elwyn v. DeLuca, 48 A.3d 457 (Pa. Super. 2012) (only parties to arbitration agreement are subject to arbitration)
- Flightways Corp. v. Keystone Helicopter Corp., 331 A.2d 184 (Pa. 1975) (court decides whether agreement to arbitrate exists)
- Ross Dev. Co. v. Advanced Bldg. Dev., Inc., 803 A.2d 194 (Pa. Super. 2002) (substantive arbitrability is for courts)
- Smith v. Cumberland Group, Ltd., 687 A.2d 1167 (Pa. Super. 1997) (arbitration is matter of contract; court determines existence of express agreement)
- Gaslin, Inc. v. L.G.C. Exports, Inc., 482 A.2d 1117 (Pa. Super. 1984) (party may challenge arbitrator jurisdiction after award; court decides arbitrability)
- Schwartz v. Wells Fargo Advisors, LLC, 58 A.3d 1270 (Pa. Super. 2012) (addressing vacation of award after prior court determination under §7304)
- Gwin Engineers, Inc. v. Cricket Club Estates Dev. Group, 555 A.2d 1328 (Pa. Super. 1989) (discusses limits of review though tension exists with Gaslin)
- Shapiro v. Keystone, 558 A.2d 891 (Pa. Super. 1989) (arbitrators must act within submission terms; courts enforce agreement terms)