Michael Bandler and Michael Bandler and Co., n/k/a MB & Co., Inc. v. Charter One Bank n/k/a Citizens Bank, 2016-308

Background

In 2003 MB & Co. (a corporation) and Michael Bandler sued Charter One Bank alleging breach of contract related to checking accounts; the case was sent to arbitration under a mandatory clause.
The trial court disqualified Bandler from representing MB & Co. pro se and denied relief from the dismissal order; those rulings were not appealed.
MB & Co. pursued arbitration, added class allegations, but the arbitrator dismissed Bandler as a party in 2007; Bandler did not appeal that dismissal then or participate further as a claimant.
In April 2014 the arbitrator denied class certification; MB & Co. had only a small $300 claim remaining but failed to meet an extended filing deadline and the arbitrator dismissed the company’s claim for failure to prosecute in June 2015.
In 2015–2016 Bandler (pro se) moved in superior court to vacate the arbitration award and to be permitted to represent MB & Co.; the trial court denied relief, found Bandler lacked authority to represent the corporation, and rejected timeliness and merits arguments.
On appeal Bandler argued he should have been allowed to represent MB & Co. and that the arbitration award should be vacated; the Vermont Supreme Court affirmed the trial court, focusing on Bandler’s lack of standing to represent the corporation and the court’s prior rulings barring his pro se corporate representation.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Bandler could represent MB & Co. pro se in trial court	Bandler argued he was qualified to represent the corporation and could do so under 11A V.S.A. § 3.02	Charter One argued Bandler had been previously barred and lacked authority; only licensed counsel may represent the corporation in court	Court held Bandler lacked authority; prior orders barred him and trial court did not err in refusing pro se representation
Whether challenge to 2007 dismissal could be raised in 2015–2016	Bandler contended he could challenge arbitration outcomes years later	Charter One argued Bandler’s arbitration dismissal was final as to him and untimely	Court held the 2007 dismissal was final and any challenge should have been brought then; Bandler lacked standing to challenge corporate matters
Whether the trial court erred by applying caselaw versus § 3.02 statutory standard	Bandler claimed the court should have applied § 3.02 and found him qualified	Charter One and court treated caselaw and statute as materially similar and relied on prior findings that Bandler lacked requisite abilities	Court held the tests are essentially the same and declined to reweigh factual findings that Bandler lacked adequate qualifications
Whether the arbitration award should be vacated and litigation reopened	Bandler sought vacatur and jury trial; argued due process issues from counsel withdrawal in arbitration	Charter One sought confirmation of the award and enforcement; also sought contempt for Bandler’s filings on behalf of MB & Co.	Court found motions untimely as to MB & Co., no merit to vacatur, and the company had opportunity to present arguments; affirmed denial of vacatur

Key Cases Cited

Bandler v. Charter One Bank, 192 Vt. 383 (Vt. 2012) (reciting interlocutory appellate history during arbitration)
Town of Randolph v. Estate of White, 166 Vt. 280 (Vt. 1997) (defining final, appealable orders)
Vt. Agency of Nat. Res. v. Upper Valley Reg'l Landfill Corp., 159 Vt. 454 (Vt. 1992) (standard for permitting nonattorney to represent an organization)
Mullin v. Phelps, 162 Vt. 250 (Vt. 1994) (appellate role in reviewing factual findings — no reweighing of evidence)
Meyncke v. Meyncke, 186 Vt. 571 (Vt. 2009) (arguments that merely disagree with trial court’s reasoning do not show abuse of discretion)
Bull v. Pinkham Eng’g Assocs., Inc., 170 Vt. 450 (Vt. 2000) (issues not fairly presented to trial court are not preserved for appeal)
Bandler v. Cohen Rosenthal & Kramer, LLP, 200 Vt. 333 (Vt. 2015) (upholding prior ruling that Bandler could not represent his company under § 3.02)