MSO, LLC v. DeSIMONE
2012 Conn. App. LEXIS 187
Conn. App. Ct.2012Background
- MSO, LLC leased commercial space to Budget Rite Liquors from the defendants, with an arbitration clause in the lease.
- The lease restricted sublease or assignment without the defendants' written consent, and the dispute began with alleged improper withholding of consent to assign.
- Plaintiff asserted breach of contract, implied covenant, tortious interference, and unfair trade practices; defendants answered with defenses and a counterclaim for unpaid rent and damages.
- The matter progressed through extensive discovery, multiple motions for nonsuit, amendments, and delays from 2006 to 2008, with discovery disputes central to the proceedings.
- On December 16, 2008 the defendants moved to stay proceedings and compel arbitration; the court granted, ordering arbitration on March 10, 2009, despite ongoing litigation.
- Arbitrators heard evidence in 2010; they ruled in favor of the defendants on damages and fees; plaintiff moved to vacate, which the trial court denied, and the court confirmed the award; plaintiff appealed challenging waiver and review adequacy.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Waiver of arbitration clause precedents | Defendants waived enforcement by engaging in lengthy litigation prior to enforcing arbitration. | No waiver; arbitration clause remains enforceable and governing. | Record inadequate to determine waiver; arbitration order affirmed. |
| Adequacy of record for waiver review | Trial court failed to find waiver or adequately address conduct. | Waiver issue not clearly dispositive; court properly ordered arbitration under the agreement. | Appellate record insufficient to review waiver; supported arbitration directive. |
Key Cases Cited
- Success Centers, Inc. v. Huntington Learning Centers, Inc., 223 Conn. 761 (1992) (stay when arbitration demanded under contract)
- Mattie & O'Brien Contracting Co. v. Rizzo Construction Pool Co., 128 Conn.App. 537 (2011) (waiver/estoppel review of arbitration rights)
- State v. Kalican, 110 Conn.App. 743 (2008) (adequacy of record; review standards)
- Orcutt v. Commissioner of Correction, 284 Conn. 724 (2007) (presumption of proper trial court actions in absence of articulation)
- Disciplinary Counsel v. Villeneuve, 126 Conn. App. 692 (2011) (record articulation requirement and standard of review)
- Ng v. Wal-Mart Stores, Inc., 122 Conn.App. 533 (2010) (waiver/estoppel analysis in arbitration context)
- Chase Manhattan Bank/City Trust v. AECO Elevator Co., 48 Conn.App. 605 (1998) (arbitration-clause enforcement principles)