Robinson v. Henne
115 So. 3d 797
| Miss. | 2013Background
- Parties (Hennes heirs v. Robinson) settled during trial; lawyers memorialized general terms on a handwritten "term sheet" that the court sealed and agreed would be followed by a formal agreement.
- The draft formal agreement circulated later included a condition precedent: Trustmark (a third‑party creditor) must approve the settlement; Trustmark denied consent.
- The term sheet did not include the Trustmark consent clause; Hennes sought enforcement based on the term sheet; Robinson refused to sign the formal agreement without the Trustmark clause and argued the condition precedent controlled.
- The dispute was submitted to a mutually selected arbitrator, who ruled the handwritten term sheet was a binding, enforceable agreement and did not include the Trustmark consent requirement.
- Robinson argued the arbitrator should have considered parol evidence showing the parties intended the Trustmark consent as a condition precedent and sought vacatur of the award; the trial court affirmed the arbitrator and Robinson appealed.
Issues
| Issue | Plaintiff's Argument (Hennes) | Defendant's Argument (Robinson) | Held |
|---|---|---|---|
| Whether the arbitrator erred by refusing to consider parol evidence that a Trustmark consent was a condition precedent | Term sheet terms are enforceable as written; no consent clause in the term sheet, so parol evidence is unnecessary | Parol evidence should be considered to show parties intended Trustmark approval as condition precedent to effectiveness | Court: Arbitrator may have erred on law/fact, but errors alone do not warrant vacatur under Mississippi arbitration statute; award affirmed |
| Whether the Doctrine of Manifest Disregard (or statutory vacatur grounds) permits vacating the award for the arbitrator’s alleged legal error | Arbitrator’s decision should be enforced; statutory vacatur standards not met | Manifest Disregard applies or award exceeded arbitrator's powers and thus should be vacated | Court: Mississippi does not recognize Manifest Disregard as an independent ground; only statutory §11‑15‑23 grounds apply and none are satisfied (no fraud, partiality, misconduct, or exceeding powers); affirm |
Key Cases Cited
- Craig v. Barber, 524 So.2d 974 (Miss. 1988) (arbitration awards receive narrow judicial review)
- Wilson v. Greyhound Bus Lines, Inc., 830 So.2d 1151 (Miss. 2002) (arbitration award may be overturned only on statutory grounds)
- Hutto v. Jordan, 36 So.2d 809 (Miss. 1948) (arbitrators are final judges of law and fact; errors are not grounds for vacatur)
- Bailey Brake Farms, Inc. v. Trout, 116 So.3d 1064 (Miss. 2013) (rejecting vacatur based on alleged contrary-to-evidence findings by arbitrators)
- Hall Street Assocs. v. Mattel, Inc., 552 U.S. 576 (2008) (FAA §§10 and 11 provide exclusive grounds for vacatur; called into question manifest disregard)
- McClendon v. Stewart, 97 So. 547 (Miss. 1923) ("undue means" requires nefarious conduct, not mere error)
- D'Angelo v. Hometown Concepts, Inc., 791 So.2d 270 (Miss. Ct. App. 2001) (lack of evidentiary basis is not the same as arbitrator exceeding powers)
- J.H. Leavenworth & Son v. Kimble, 128 So. 354 (Miss. 1930) (arbitrator's differing scope or erroneous conclusions do not alone show exceeded authority)