MSO, LLC v. DeSimone
94 A.3d 1189
Conn.2014Background
- MSO, LLC sought to avoid arbitration by arguing waiver due to over two years of litigation.
- Lease between MSO and DeSimone defendants included a broad arbitration clause under paragraph 23.
- Defendants moved to stay proceedings pending arbitration under General Statutes § 52-409.
- Trial court granted stay, stating arbitration clause should control, without explicit waiver findings.
- Appellate Court initially held record inadequate for waiver analysis due to lack of findings.
- Court now holds waiver is a fact-specific defense; remand for a waiver determination and new hearing.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether waiver could be decided as a matter of law | MSO contends waiver must be reviewed on the record. | DeSimones argue waiver unavailable as a matter of law due to arbitration clause. | Waiver is a factual question; legal ruling improper. |
| Whether the record was adequate for review of waiver | Record suffices to review waiver; trial court erred by not addressing waiver. | Record sufficient because trial court’s law governs waiver dispute. | Record adequate for review; remand for waiver merits. |
| What standard governs waiver of arbitration under Connecticut law | Advest prejudice-based standard applies; waiver shown by prejudicial conduct. | Arbitration clause alone controls; waiver not applicable here. | Prejudice-based waiver standard reaffirmed; factors may indicate prejudice. |
| Remedy on remand if waiver is found | If waiver exists, stay should be denied and arbitration award vacated. | If waiver found, appropriate remedy follows from waiver ruling. | Remand for new waiver hearing; determine whether waiver exists and adjust stay/arbitration accordingly. |
Key Cases Cited
- Batter Building Materials Co. v. Kirschner, 142 Conn. 1 (1954) (waiver by conduct; explicit or implicit waiver recognized)
- Waterbury Teachers Assn. v. Waterbury, 164 Conn. 426 (1973) (waiver by going to trial on identical issues; prejudice concerns)
- Advest, Inc. v. Wachtel, 235 Conn. 559 (1995) (express prejudice requirement clarified in waiver analysis)
- AFSCME, Council 4, Local 704 v. Dept. of Public Health, 272 Conn. 617 (2005) (public policy favoring arbitration; waiver as defense recognized)
- Pandolphe's Auto Parts, Inc. v. Manchester, 181 Conn. 217 (1980) (appellate review of legal conclusions; waiver analysis context)