John Henry Rozanski v. Fred S Findling
332085
| Mich. Ct. App. | Mar 14, 2017Background
- Plaintiffs John Henry Rozanski and Applied Power and Light, Inc. sued defendant Fred S. Findling and various Findling law entities; the corporate defendants were later dismissed and only Findling remained on appeal.
- An attorney-fee agreement between Rozanski and Findling contained an arbitration clause; defendant moved to compel arbitration and for dismissal under MCR 2.116(C)(7).
- The trial court granted the motion to compel arbitration and dismissed under (C)(7); proceedings continued in the trial court and an arbitration was conducted.
- Defendant sought confirmation of the arbitration award in circuit court; plaintiffs filed papers in this Court seeking relief and also sought to vacate the award.
- The trial court declined to entertain plaintiffs’ motion to reopen/compel while an appeal of the order compelling arbitration was pending, then later confirmed the arbitration award.
- Plaintiffs appealed both the (C)(7) dismissal/compel order and the judgment confirming the award; the Court of Appeals treated the first as an application for leave and addressed both appeals on the merits.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the attorney-fee agreement (and thus arbitration clause) was invalid due to pagination errors and mistaken parties | Rozanski argued factual disputes: clerical pagination errors and belief other entities were parties meant he didn’t assent | The agreement was valid; Rozanski did not deny reading or signing or seeing the arbitration clause; unilateral mistake about parties is not a ground to void | Arbitration agreement upheld; trial court properly granted (C)(7) dismissal and compelled arbitration |
| Whether unilateral mistake about named entities voids the attorney-fee agreement | Plaintiffs: mistaken belief that other Findling entities were parties undermines mutual assent | Defendant: unilateral mistake of one party does not vitiate a written contract | Court held unilateral mistake insufficient to void the contract |
| Whether the trial court had jurisdiction to confirm the arbitration award after plaintiffs sought relief in this Court | Plaintiffs: filing in this Court and their motions divested the trial court of jurisdiction to confirm the award | Defendant: statutory scheme requires motions to vacate/confirm be brought in circuit court first; trial court retained jurisdiction to confirm | Court held trial court had jurisdiction to confirm; plaintiffs should have moved to vacate in trial court under MCL 691.1703 |
| Whether trial court erred in confirming the arbitration award instead of entertaining plaintiffs’ motions | Plaintiffs: trial court improperly confirmed while declining to reopen case and compel arbitration | Defendant: confirmation proper under MCL 691.1702/1703 and MCR 3.602; plaintiffs failed to move to vacate in trial court | Court affirmed confirmation; judicial review of arbitrator is narrow and plaintiffs did not follow statutory procedure |
Key Cases Cited
- Stoudemire v. Stoudemire, 248 Mich. App. 325 (summary disposition (C)(7) reviewed de novo)
- Dextrom v. Wexford Co., 287 Mich. App. 406 (court must accept well-pleaded facts; consider submitted evidence on (C)(7))
- Rooyakker & Sitz, PLLC v. Plante & Moran, PLLC, 276 Mich. App. 146 (Michigan public policy favors arbitration)
- In re Nestorovski Estate, 283 Mich. App. 177 (three-part test for arbitrability)
- Watts v. Polaczyk, 242 Mich. App. 600 (doubts resolved in favor of arbitration)
- Innovation Ventures v. Liquid Mfg., 499 Mich. 491 (elements of a valid contract)
- Huntington Nat’l Bank v. Daniel J. Aronoff Living Trust, 305 Mich. App. 496 (mutual assent requirement for enforceable agreement)
- Meyer v. Rosenbaum, 71 Mich. App. 388 (unilateral mistake of fact does not vitiate written contract)
- In re Lett Estate, 314 Mich. App. 587 (unilateral mistake will not warrant reformation)
- City of Ann Arbor v. AFSCME Local 369, 284 Mich. App. 126 (arbitration award confirmation reviewed de novo but review is narrowly circumscribed)
- Wyoming Chiropractic Health Clinic, PC v. Auto-Owners Ins. Co., 308 Mich. App. 389 (jurisdictional issues reviewed de novo)
- Lech v. Huntmore Estates Condominium Ass’n (On Remand), 315 Mich. App. 288 (de novo review of court rules and statutes)