Katz, Nannis & Solomon, P.C. v. Levine, 46 N.E.3d 541

Four shareholders of an accounting firm (Katz, Nannis, Solomon, Levine) were subject to a 1998 stockholder agreement governing withdrawal, redemption, deferred compensation, and noncompete remedies.
The agreement allowed involuntary withdrawal under §4(e) and withdrawal "for Cause" under §4(f); different remedies (including forfeiture of shares, $0 redemption price, loss of deferred compensation, and noncompete damages) applied depending on the type of withdrawal.
After disputes about client work and insurance disclosures, Katz, Nannis, and Solomon voted in 2011 to remove Levine; Levine then opened a competing firm and hired former employees.
The parties arbitrated under the agreement’s broad arbitration clause; the arbitrator found Levine was validly terminated for cause, awarded KNS approximately $1.75 million in damages, and denied attorneys’ fees to both sides.
KNS filed in Superior Court to confirm the award; Levine moved to vacate or modify and argued the contract allowed judicial review for "material, gross and flagrant error." The Superior Court confirmed the award and awarded KNS attorneys’ fees; Levine appealed.
The Supreme Judicial Court (SJC) affirmed, holding parties cannot expand statutory grounds for judicial review beyond those in G. L. c. 251 §§ 12–13, and rejecting Levine’s challenges to vacate under those statutes.

Issue	Plaintiff's Argument (KNS)	Defendant's Argument (Levine)	Held
Whether parties can contractually expand judicial review of an arbitration award beyond MAA grounds	Enforce the arbitration clause and statutory review limits; confirm award	Agreement permits review for "material, gross and flagrant error," so courts should review legal errors	Parties may not expand MAA review; statutory grounds in G. L. c. 251 §§ 12–13 are exclusive
Whether the arbitrator exceeded authority by imposing noncompete/liquidated damages after finding "for cause"	Award consistent with arbitrator’s interpretation of the agreement and within arbitration submission	Arbitrator misinterpreted contract; different withdrawal categories preclude those damages	Arbitrator’s contract interpretation is within his authority; courts won’t substitute their interpretation
Whether damages for accounts receivable/work-in-progress were procured by fraud	Evidence supported award; arbitration procedures were fair	KNS misrepresented collections; award based on conclusory or erroneous evidence	No showing of fraud or undue means; factual disputes are not vacatur grounds
Whether dismissal of supplemental claims and attorneys’ fees award were improper	Supplemental claims were moot after stipulation/security; agreement permits recovery of enforcement costs	(Argued improperly) challenged dismissal and fee award	Dismissal proper as claims moot; fee award authorized by agreement and related to enforcing award

Hall St. Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576 (2008) (FAA grounds for vacatur are exclusive; parties may not expand judicial review by contract)
Lynn v. Thompson, 435 Mass. 54 (2001) (arbitration awards are subject to narrow judicial review; courts not to review for legal or factual error absent statutory grounds)
Trustees of the Boston & Me. Corp. v. Massachusetts Bay Transp. Auth., 363 Mass. 386 (1973) (judicial review limited to statutory grounds like fraud or excess of power)
Plymouth-Carver Regional Sch. Dist. v. J. Farmer & Co., 407 Mass. 1006 (1990) (courts only inquire whether arbitrator exceeded authority or there was fraud/irregularity)
Beacon Towers Condominium Trust v. Alex, 473 Mass. 472 (2016) (reaffirming narrow scope of review under the MAA)
Superadio Ltd. P'ship v. Winstar Radio Prods., LLC, 446 Mass. 330 (2006) (arbitrator exceeds authority if relief is beyond submission or prohibited by law)
Lawrence v. Falzarano, 380 Mass. 18 (1980) (purpose of MAA is speedy resolution; courts should avoid interjecting themselves absent statutory basis)