956 N.W.2d 308
Neb. Ct. App.2021Background
- Signal 88 and Lyconic had a software services contract (initial 3-year term with up to three 2-year renewals); parties amended it to month-to-month at $25,000/month and altered termination-assistance terms.
- Addendum reduced the service fee to $25,000 retroactive Feb 1, 2014, converted renewal to month-to-month at $25,000, and shortened termination assistance to 30 days (with options to extend by notice).
- On Feb 29, 2016, Lyconic sent a notice of nonrenewal; Signal 88 replied Mar 1, 2016, giving notice effective July 1, 2016 and requesting 122 days of termination assistance after that date.
- The dispute was arbitrated; the arbitrator found Signal 88’s Mar 1 notice effective July 1, 2016, held Signal 88 had given 122 days’ advance notice so could request 122 days’ termination assistance, and stated termination assistance extended 122 days from termination (expiring Nov 11, 2016) and Signal 88 was obligated to pay $25,000/month.
- Lyconic applied to confirm the award; the district court entered judgment for Lyconic for $109,166.67 (reflecting Lyconic’s interpretation that 122 days of posttermination assistance at $25,000/month were due). Signal 88 appealed, arguing the district court modified/expanded the arbitrator’s award rather than merely confirming it.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the district court properly modified/translated the arbitrator's award when entering judgment | Signal 88: court must only confirm the arbitrator's award; it exceeded its ministerial role by altering meaning | Lyconic: district court correctly interpreted and applied the arbitrator's language to enter judgment | Court of Appeals: confirmation is mandatory absent motions to vacate/modify/correct; district court erred by substituting its interpretation for clarification of an ambiguous award |
| Meaning of arbitrator's language re: termination assistance (did award require Signal 88 to consume all 122 posttermination days and at what rate) | Signal 88: award allowed Signal 88 to request up to 122 days and posttermination assistance is billed at Lyconic's hourly rate (not flat $25,000/month) | Lyconic: arbitrator required 122 days of posttermination assistance at $25,000/month, giving rise to the entered judgment | Court of Appeals: the arbitrator's phrasing is ambiguous on these points; remand to the arbitrator is required to clarify whether use of all 122 days was mandatory and what rate applies |
Key Cases Cited
- Cinatl v. Prososki, 307 Neb. 477 (Neb. 2020) (court must confirm arbitration award when no timely motion to vacate/modify/correct is pending)
- Domino Group v. Charlie Parker Mem. Foundation, 985 F.2d 417 (8th Cir. 1993) (ambiguous arbitration awards should be remanded to arbitrators for clarification before entry of a judgment)
- Hartman v. City of Grand Island, 265 Neb. 433 (Neb. 2003) (statutory grounds for vacating awards do not include relief being excessive or inequitable)