*1
v. ASSOCIATES, Molnar, L.W. MOLNAR & Louis W. Jr. Mary Molnar, individually and Lou t/d/b/a Associates, Appellees. L.W. Molnar & Supreme Pennsylvania. Court of
Argued Sept. 2009.
Decided Jan. questions similar to the one before us. The two relevant here on which statute, granted the Court certiorari are: the Arizona “[w]hether requires employers participate employment all a federal electronic system, specifically preempted verification a federal law that is system voluntary” makes that the Arizona statute is ”[w]hether impliedly preempted comprehensive because it undermines the scheme Congress regulate employment created to of aliens.” *4 Stickman, IV, William Shaw Del Sole Cavanaugh Stroyd, L.L.C., Kamin, Wolf, Samuel P. Pittsburgh, David Alan Garvin, Goldberg, Jr., Kamin & Arthur Stroyd, H. Del Sole L.L.C., Cavanaugh Stroyd, for Diane L. Fastuca. Lucas,
Kevin Patrick Lucas, P.C., Manion McDonough & Pittsburgh, Chromulak, A. Cathy Associates, Chromulak & L.L.C., Associates, for L.W. Molnar & et al.
CASTILLE, C.J., SAYLOR, EAKIN, BAER, TODD, McCAFFERY, GREENSPAN, JJ.
OPINION Justice TODD. case,
In this we review a trial court’s termination of a common law proceeding after the arbitrator has entered “findings” which do not resolve all outstanding issues review, between the parties. Following our we conclude the *5 in case not constitute “findings” interim this do arbitrator’s 7341 of our Common- meaning within the Section award and, thus, Act,1 the trial Arbitration wealth’s Uniform review such that section to authority under court had no not Moreover, that the trial court did we determine findings. end the arbitration authority to equitable inherent possess final award. Conse- arbitrator made a before the proceedings Court. Superior we affirm the order of the quently, a familial a dissolution of This case arises out of contentious rise to gave of events following sequence The partnership. by the Court aptly Superior described present appeal, in this from the record gleaned in its and further opinion,2 Fastuca, 1972, conjunction L. in In. Diane Appellant, matter. Molnar, Molnar, Mary Lou with her Louis W. Jr. siblings, (collectively “Appellees”). L.W. Molnar and Associates formed investment managed properties, The real estate partnership major with no nearly years disputes it endured for became disen- Appellant until 1998 when among partners divid- being chanted with the revenues were way partnership tried, counsel, to work with the aid of Although Appellant ed. nearly years for five dispute partners out her with the other thereafter, could be reached. Accord- no amicable resolution 20, 2003, September sent a letter on ingly, Appellees she intent to dissolve the under partnership them of her notifying Partnership 8353 of our Commonwealth’s Uniform Section Act,315 8353, partnership § that her requesting Pa.C.S.A. share be to her. distributed 2003, 17, complaint equity November filed
On
Allegheny County
in the
Pleas of
which
Court
Common
winding up
partnership,
the dissolution and
requested
injunction
the issuance of a
preliminary
prevent
and also
response, Appellees
assets.
In
any dissipation
partnership
pursuant
partner-
filed a motion to
to the
compel
part:
relevant
ship agreement,
provides
142,
1980, P.L.
No.
codified at
1. Uniform Arbitration Act of Oct.
§§
42 Pa.C.S.A.
7301-7362.
Molnar,
(Pa.Super.2008).
2.
v.
settled by arbitration accordance with the then rules Association, of the American obtaining Arbitration judg- ment an award upon may any rendered be entered in court having jurisdiction thereof. ¶ 9/11/72, (R.R. 189a).
Partnership Agreement, at 14 at 4, 2004, February On the motions presiding judge of Alle- former-justice, gheny County, then-judge, now Cynthia Bald- win, argument and, thereafter, heard on Appellant’s motion entered an order denying Appellant’s request for a prelimi- nary injunction and her dismissing complaint in with- equity, out The prejudice. order also directed the parties to proceed to arbitration on “all issues raised in [Appellant’s] Motion for Injunction Preliminary and [Appellant’s] Complaint Equity, in accordance with the terms of the partnership agreement (R.R. among Order, 64a). the parties.” Trial Court at 2/4/04 The parties mutually Fawcett, selected David B. Esquire (“arbitrator”) to conduct the arbitration under the rules of the American Arbitration Association. By agreement of the par ties, 15, 2004, on September the arbitrator argu entertained ments and received written submissions from them outlining their respective positions as to the legal issues surrounding the dissolution of the partnership. September On the arbitrator issued a document entitled “Findings of Arbi trator” in which he made the following determinations rele vant to this appeal. The arbitrator found that had Appellant validly exercised her right dissolve the partnership under 8353(2)5 Act, Section of the Partnership Uniform which allows transcript 4. There proceeding. was no made of this 8353(2) provides: 5. Section
§ 8353. Causes of dissolution
Dissolution is caused: (2) agreement In contravention of partners, between the where permit any circumstances do not a dissolution under other section, provision express any of this partner will of at time. 8353(2). § 15 Pa.C.S.A. in violation of if done a even partnership to dissolve a partner 9/17/04, Arbitrator, Findings of agreement. partnership that, 346a). ¶ also found (R.R. However, the arbitrator at the terms of had contravened this dissolution because n written had de- which the arbitrator agreement, partnership parties, between partnership the law of the termined to be the business to continue right had Appellees he concluded for breach of from also, damages and, to receive ¶ (R.R. 347a). Therefore, arbitrator at Id. at 7 contract. interest the value of her pay Appellant Appellees required dissolution, any damages less the time of in the partnership Id. dissolution. wrongful suffered on account Appellees for price the purchase further decreed The arbitrator according computed was to be interest partnership Appellant’s *7 ¶ 12(d) provided agreement, the partnership either of to its fair was to be the share partners’ purchase price the the sale as year preceding value for the latest fiscal market or under Section accounting principles,6 by general determined 8360(b)(2) of Arbi- Partnership Findings Act.7 of the Uniform ¶ grant Appellees also directed at 9. The arbitrator trator books, records Partnership “to all the prompt access Appellant which would information” any and other relevant and accounts ¶ Additionally, the arbitrator value. Id. at 11. establish its any controversy “to resolve jurisdiction he retained specified value of the the purchase price the regarding or claim and/or to, any dispute or further is entitled [Appellant] interest that (R.R. 187a-188a). ¶ 12(d), supra, at Partnership Agreement, 8360(b)(2) Partnership provides: Act of the Uniform 7. Section (2) wrongfully, if not caused the dissolution partners The who have name, by either in the same they to continue the business all desire others, so, during agreed may the term jointly with do themselves or may possess partnership the purpose partnership, and for that for the court, approved they payment bond property, if secure wrongfully the any partner has caused the dissolution pay who or dissolution, less partnership at the his interest in the value of (i)(ii) [entitling partners paragraph damages under recoverable damages for breach wrongful dissolution to have not caused the who responsible partner partners or for agreement from the dissolution], against indemnify him all wrongful and in like manner present partnership future liabilities. 8360(b)(2). § 15 Pa.C.S.A. parties pertaining between the to the dissolution of [the ¶ 14. Id. at partnership].”
Thereafter, arguing filed a motion for clarification Appellant the arbitrator’s that the “was for a definite finding partnership a to the written specific purpose” “contrary term and was and Partnership Agreement contrary applicable precedent.” ¶¶’s 9/27/04, Clarify/Modify Motion to at Appellant’s Ruling, (R.R. 351a). Additionally, although Appellees granted 3-5 records, access to some a arose Appellant partnership dispute regarding Appellant’s request grant her ex- Appellees perts access to certain documents which claimed pertinent were to the determination of the value of the part- Further, claim which nership Appellees Appel- contested. —a lant the release of a sought report regarding master’s value of the partnership prepared as of the divorce case part Molnar, Appellee, Mary Lou Appellees requested copy Appellant’s expert report valuing partnership. On 2, 2004, November the arbitrator denied motion Appellant’s clarification, for provide directed the the judge the divorce case a consent order to release the overseeing master’s instructed counsel to meet her report, Appellees’ with clients and submit a status on the disclosure of docu- report ments, required Appellant to submit a status report estimating necessary the time to review the documents and prepare appraisal partnership value. order, however,
This did not resolve the continuing conflicts between Appellant Appellees. March Appel- On *8 lant filed a motion with the arbitrator to the distribu- compel 15, partnership tion of for 2003 and 2004 on March profits 2005, partnership profits every and for distribution of from calendar to occur preceding year annually thereafter on March 4, 2005, Appellees 15th. filed a on response contending June the motion should be denied since the valuation or- process dered the arbitrator was ongoing. The arbitrator did not rule on this motion.
Due to further inability parties agree of the to on the documents, manner of production of the time for such review occur, to the the appraisal partnership, and of value of the the on to in his office parties appear
arbitrator ordered 15, proposal implementing with a written for September 2004, 17, his letter of and September findings both his (R.R. 397a). Letter, at 4, 2004. Arbitrator’s November 9/8/05 conference, a written determi- the arbitrator issued After the requested was to produce nation that the partnership was to expert promptly, Appellant’s documents partnership documents and for- report the accountant’s on those review counsel, be for and a date was to set Appellees’ ward a copy partnership on the value of the exchange reports a mutual (R.R. 402a). Letter, at interest. Arbitrator’s 9/16/05 not receive the part- that she still did Appellant contended and, after a sought, records from she nership Appellees arbitrator, and the among parties conference telephone directing the arbitrator issued an order on November request production a for documents Appellant prepare and, also, itemizing produced requiring the documents not oath, and either to file a formal under Appellees response such documents could explain why the documents or produce After had her produced. Appellant prepared request not be in late November response, had filed their Appellees with the arbitrator to find Appellees filed a motion in any contempt leave to enforce order contempt, and for Allegheny County. Pleas of Court Common a of the on Decem- meeting The arbitrator convened 2005,8 which he Appellant prepare ber after directed summary regarding production of the issues discussed documents, required Appellant and he preparation for them to summary Appellees respond send the order with the mat- agreement disagreement and indicate their not rule on summary. ters contained in the The arbitrator did contempt request. summary by Appellant The was sent Appellees on March arbitrator directed transcribed; meeting, Appellant requested that it 8. Prior to the be however, transcription did Appellant avers that the arbitrator not allow though reporters present. to Terminate even she had court Motion Arbitration, 10/28/98, (R.R. 77a). ¶¶’s transcript 27-30 at No of this meeting appears in the record.
197 by May answer and send a to him 2006. Letter of copy (R.R. 426-27a). Arbitrator, at 5/22/06 Appellees’ response, Once the arbitrator received he or- format, it him in which dered them to resubmit a different did, they along signed permitting Appel- with authorizations lant to examine certain bank and real estate records of the 17, 2006, the arbitrator directed partnership. July Appel- On timely lant to use the authorizations “in a fashion and make immediate to review of the arrangements copy and/or documents available in the requested produced Request and/or Arbitrator, for Production of Documents.” Letter of 7/17/06 (R.R. 458a).9 at next filed a motion in the
Appellant Allegheny County Court of Common Pleas on November 2006 to terminate the alia, arbitration, inter contending, that the records provided to her were incomplete,10 that the arbitrator was “ineffective in order,” achieving with complete compliance Judge Baldwin’s and that continuation of the arbitration would be “futile.” Arbitration, (R.R. 11/10/06, 11, 13-14, Motion to Terminate at 83a-84a). 81a, at The presiding motions Timo- judge, Judge thy O’Reilly, argument conducted oral on the motion on November but held final in abeyance his decision as Appellees they 9. that Appellant contend never received notice that ever delivered the requested authorizations to the holders of the records. Arbitrator, 11/14/06, (R.R. 460a). Appellees’ Letter to 2at at motion, According Appellant’s sought the records related to the fuijds propriety alleged partnership by Appellees of the transfer of to a owners, corporation Appellant Appellees in which are each 1/3 subject separate litigation. which is the Motion to Terminate Arbi- 11/10/06, tration, (R.R. 75a-77a). Appellees position at 5-7 at took the they fully complied with the arbitrator’s order to disclose all required documents which the arbitrator’s order to ascertain the value partnership, remaining sought of the and that the documents were not relevant material valuation of the real estate properties they comprised majority partner- contend See, ship e.g., Response Contempt, assets. Claimants' to Motion for (R.R. 412a, Also, 415a). at may at some of the documents 12/7/05 destroyed widespread flooding have been in the which occurred in the Arbitration, 11/10/06, Pittsburgh region in 2004. Motion to Terminate (R.R. 76a). at appeal We are not concerned in this with the merits contentions, respective they disposi- of these are not relevant to the granted tion of the issues which we allocatur to consider. *10 by conducting case thereafter, settle the
he, attempted the among parties. mediation an order 20, 2006, the arbitrator issued November
Also on finally in order to January for scheduling hearing her for purchase price Appellant’s the value of determine of findings prior with his share in accordance partnership party each required arbitrator also 2004. The September factual respective their summary written of to him a to submit list, of copies and expert reports, a witness and legal positions, 462a). (R.R. The Arbitrator, at of exhibits. Order 11/20/06 hearing scheduled however, the arbitrator’s stayed judge, trial order, he further so pending January dated by order Trial Court Or- negotiations. more settlement conduct could 66a). (R.R. appeal filed a notice of der, Appellees 1/2/07 Court, that was appeal but Superior order with the this complained of matters failure to file a statement for quashed the matter still considered judge The trial appeal. of on advisement, an on and he later issued order June under the par- and directed 2007, which terminated the arbitration real estate to divide partition with actions proceed ties to the again partnership. Appellees appealed held Superior Court. to Pa. opinion prepared pursuant
The trial in his judge, favored 1925(a), that arbitration is a acknowledged R.A.P. However, ex- judge the trial resolution. dispute means of disenchanted with “increasingly view that he was his pressed Arbitrators,” viewed achieved before and justice quality suffering infirmity irregularity. case as from the the instant 6/26/07, character- judge at 7. The trial Opinion, Trial Court 17, 2004 as findings September arbitrator’s made on ized the “Award,” “unjust, inequitable which he as regarded no sworn it on arguments because rested unconscionable” arbitrator, though Appellant even testimony was taken Id. The trial also characterized judge it. requested had re- finding Appellant’s that “mind the arbitrator’s boggling” partner- Partnership Act dissolve sort to the Uniform damages. award of and a basis for the “wrongful” was ship had not that the arbitrator The trial further observed judge affairs, a receiver to appointed up partnership wind nor he production did obtain of the documents had requested. Id. at 8. between Noting continuing dispute records, over the parties production judge the trial stated: “Courts are much better than equipped Arbitrators to discovery decide and enforce issues.” Id. The trial judge concluded by declaring he was the arbitration and terminating directing the to “enforce proceed the award as modified via Partition.” Id. at 9. judge The trial also stated specifically he found “that this issue of wrongful termi- nation and damages contrary to law and indeed an [is] uncon- scionable finding.” Id.
A
panel
Superior
judge
Court reversed the trial
*11
reinstated the arbitration in a published opinion,
authored
Judge
joined
Bender and
by Judges Bowes and Tamilia.
Fastuca,
In its
supra.
opinion,
Superior
the
Court first
determined whether the trial court’s order of June
hence,
terminating
and,
the arbitration was final
appealable
under Pa.R.A.P.
Superior
341.11 The
Court remarked that the
question of whether an order which terminates an ongoing
arbitration is
appealable
question
was
of first
impression
In
Pennsylvania.
addressing this
the
question,
Superior
Court considered “whether the
ramification of the
practical
Fastuca,
will be
dispose
order
of the case.”
The Court then Superior appeal. Appel- claims raised their substantive Appellees’ with judge that the trial abused his discretion lees contended terminating entry of his order of June arbitration, alter the arbitrator’s professed the order since his judge claimed that the trial exceeded They also findings. ongoing when he terminated the arbitration. authority lawful resolution of proper The Court observed that Superior dependent scope was intertwined and on questions both in an arbitration of a trial court to intervene authority what he or as an designates before an arbitrator enters she award. of the extent of began
The Court its determination Superior ongoing pro- a trial court’s to intervene in arbitration power the various of arbitration author- ceedings by discussing types arbitration, statutory law: common law by Pennsylvania ized arbitration, arbitration, voluntary compulsory noted Superior civil matters or issues.12 The Court pending *12 the to the instant parties that the of arbitration specific type and, law arbitration had was common appeal participated therefore, by 7341 of our governed Section Commonwealth’s Arbitration Act which provides: Uniform nonjudicial in a arbitration which The award of an arbitrator A subject Subchapter (relating statutory is not to to arbitra- tion) nonjudicial arbitration regulating or a similar statute not vacated or proceedings binding may is be modified that a was denied a clearly party hearing unless it is shown fraud, misconduct, irregularity that or other corruption or 7301-7320, 7362, respectively. §§ 12. See 42 Pa.C.S.A. the unjust, caused rendition of an inequitable or unconscion- able award. §
42 Pa.C.S.A. 7341.
The Superior Court interpreted Section 7341 as
a
granting
trial court only the limited authority to vacate or
an
modify
arbitrator,
award of an
based on its observation that
the
statute makes “no mention of preliminary determinations of
Fastuca,
any sort.”
Addressing facts of this the Superior Court disap- proved conclusion, the trial judge’s discussion, without the arbitrator’s September 2004 findings were an award subject to modification or vacation under Section 7341. The Superior Court noted that these findings did not resolve § proceedings 7304. Court compel stay to arbitration (a) Compelling application arbitration. —On compel to a court to party arbitration made showing a agreement described in (relating validity arbitrate) Section 7303 agreement to to and a arbitrate, showing opposing party that an refused to the court shall parties proceed order the to with If opposing party arbitration. arbitrate, agreement denies existence of an to the court shall proceed summarily to determine the issue so raised and shall order parties proceed with arbitration if it moving party. finds for the Otherwise, application shall be denied. (b) Stay application party arbitration. —On of a to a court stay proceeding an arbitration threatened or commenced the court may stay an showing agreement on that there is no arbitrate. When in substantial dispute, and bona fide such an issue summarily shall be forthwith and stay tried and determined and a proceedings the arbitration shall be ordered if the court finds for moving party. opposing If the court party, finds for the the court shall order proceed with arbitration. 7304(a), (b). § 42 Pa.C.S.A. *13 rather, but, simply prelimi- were parties, the between
dispute
arbitrator,
by the
as evidenced
the
by
nary determinations
jurisdiction to ad-
retained
expressly
that the arbitrator
fact
share and
partnership
of Appellant’s
the value
dress
the part-
dissolving
to the
pertained
that
disputes
further
that, “by determining
found
The
Court
nership.
Superior
issues,
as the
such
legal
focusing
remaining
on
facts and
breach of
Fastuca’s putative
continuity
partnership
frame the issues
Findings
agreement,
the partnership
Fastu-
hearings.”
subsequent
resolution at
subject
remain
to
also viewed the
ca,
The
Court
Superior
A.2d at 989.
relevant
exchange
to
all
for the
arbitrator’s order
partnership
of Appellant’s
the valuation
regarding
information
merely
were
findings
indication that his
as an additional
share
concluded
Court
Consequently,
Superior
preliminary.
award,
an
the trial
that,
did not constitute
findings
since the
modify
under
7341 to
authority
Section
judge
express
lacked
issue a
authority
he
had
only
those
findings,
or vacate
determining
arbitrability
purpose
for the limited
stay
The
therefore deemed
Superior
claims.
Court
underlying
the arbitration to be
terminating
order
judge’s
the trial
Fastuca,
2. Whether a trial court has to termi- powers prior entry nate a common law arbitration to the of a final by award the arbitrator? Assoc., 636, 637,
Fastuca v. L.W. Molnar & 600 Pa. 969 A.2d (2009)(order). 1181, 1182 begin question
We with the of whether the arbitrator’s 17, “findings” September of 2004 constituted a final award under 7341 of the Arbitration In Section Act. their briefs to Court, our with Appellees agree both Superior Court that the arbitrator’s not in findings were nature of an award because: the arbitrator indicated in language findings used his that he did not believe it to be award; his final he expressly jurisdiction maintained over contemplated future he status proceedings; required updates not, from the he in parties; and did his resolve all of findings, the disputed parties matters between the which were before him. Additionally, both that the parties agree plain language judicial Section 7341 does not review of permit any ruling of the arbitrator other than a final award. After our own review, separate and careful we agree Superior Court was correct in its ruling findings that the arbitrator’s did not award, 7341, and, constitute an in as that term is used Section hence, those findings subject judicial were not review under that statute.
Because questions statutory interpretation are law, questions our standard of review of the Superior novo, interpretation Court’s of Section 7341 is de and our Miller, 170, 177, of review is scope plenary. Kopko v. 586 Pa. (2006). 766, noted, 892 A.2d 770 As our previously Court has in Act, of the interpreting provisions Uniform Arbitration must, statutes, reviewing court as in all interpreting ascertain and effectuate the intent of the Assembly. General Goeller v. Co., 541, 545, Liberty Mut. Ins. 523 Pa. 568 A.2d (1990). It is axiomatic that the best indication of the intent of of a usually plain language found is legislature Commonwealth, Transp., Bureau Dept.
statute. Martin v. (2006). 905 A.2d 588 Pa. Licensing, Driver of Thus, Arbitration of the will the words Uniform interpret we as well as ordinary grammar, with the rules of Act in accord usage. common and approved with their a manner consistent Goeller, 1903; supra. § 1 Pa.C.S. nor other section Uniform
Neither Section
Act,
a common law arbitration
defines
explicitly
Arbitration
award; however,
an arbi
previously
our
has
described
Court
selected
“the
of a tribunal
judgment
tration award as
actually
matters
in variance between
to determine
*15
Co., Moore,
Pa.
Ry.
Pass.
v.
64
them.”
& Coates Street
Green
1067,
(Pa.1870);
253 Pa.
79,
County,
v. Berks
97 A.
91
Keiser
Green).
(1916)
Further,
167,
in
American
Great
(quoting
168
Assoc.,
370,
Pa.
Various secondary legal authorities have also recog nized a requirement that an arbitrator’s decision must resolve all disputed presented matters to him or her in order for that decision See, to constitute an award. e.g., 3 P.L.E. Arbitration § 12 (defining award as the final judgment or decision pro by nounced the arbitrators in settlement of the controversy them); (8th. submitted to Edition) Black’s Law Dictionary (defining award as decision, final judgment “[a] esp. one by an arbitrator ... Thus, assessing damages.”) in accord with our prior precedent, and the common and accepted meaning the term award it is generally used in the context of that, deci- for an arbitrator’s we hold proceedings, of Section meaning within the an award to constitute
sion finally which the arbitrator 7341, ruling by be a it must to him or her matters submitted disputed resolves all must, therefore, the arbitrator’s decision include and parties issues, factual necessary all outstanding legal all on determinations. bifurcated the arbitrator it is clear judice,
In the case sub and Appellees claims of Appellant of the process the resolution In the two phases. him to address into they wished surrounding the all issues legal he determined phase, first it the basis on which partnership i.e., of the dissolution — in its after- of the rights parties and the relative transpired issues his decision on those he set forth his math —and however, time, he At that September findings of the the factual question to address clearly attempt did not Instead, he share. Appellant’s partnership valuation of proper information gather the need for the recognized a final that he could later issue figures valuation so prepare required pay Appel- were Appellees on the amount ruling end, the afore- Towards that he ordered lant for her share. and he expert reports, of documents and exchange mentioned other issues jurisdiction retained resolve expressly Thus, the partnership. of the out of the dissolution arising would be a second that there clearly contemplated arbitrator Appellant’s in which the value of phase proceedings him. finally would be determined Con- share partnership findings September the arbitrator’s since sequently, of all matters not a full and final determination 2004 were consideration, the Court’s Superior to him for his submitted not constitute an award findings these did conclusion judicial subject were therefore not under Section was well founded and statutory provision, under that review correct. court, trial of whether a question turn next to the
We under statutory authority Section lacking express even though proceed common law arbitration ongoing to terminate an *17 award, an has inherent has entered before the arbitrator ing so. equitable authority Appellant do concedes that plain language of Section 7341 “does not appear permit review of an interlocutory ongoing proceeding.” Nevertheless, Brief at 17. Appellant’s she avers the trial empowered court was to act under the principle courts act possess general powers equitably when there exists no at law.14 adequate remedy Appellant remedy pro- claims the vided Section 7341 was both and “inaccessi- “inadequate” ble,” failure to turn noting Appellees’ over the books and records of the partnership. Appellant’s Appel- Brief 19. lant contends the gone years, arbitration had on for over three award, and the arbitrator had not issued a final nor secured the production of the documents which she requested. She avers her costs litigation continued to accumulate during this time period, while the value of the partnership fluctuated over the course of the same waxing waning as the time— values of the real estate market changed. She claims these factors a “continuing constituted Id. at 20. prejudice.” Addi- she tionally, argues other actions involving disposition of real property owned the partnership languishing were in the courts of common because of pleas ongoing arbitration. Thus, reasons, Appellant statutory remedy required her to wait final disposition for was wholly inadequate.
As
for the
support
proposition that a trial court has equita-
power
ble
to act to
a
protect
litigant from such alleged undue
expense and delay, Appellant cites to our
Court’s decision
Clair,
Duquesne Light Upper
v.
St.
377 Pa.
violate the contractors, so utility’s fines on daily to impose promised a permit, construction without with the they continued long involved in and, also, anyone arrest of possible threatened the process. the construction construction, injunctive sought but it utility ceased
The
from
township
enforcing
to block the
from the trial court
relief
Court
ordinance,
granted.
which the trial court
Our
its
relief on the
injunctive
grounds
grant
the court’s
upheld
public
the state
preempted
code was
township
and, thus,
were
township zoning
ordinances
utility code
We further noted
against
utility company.
unenforceable
$3,000 per
to a
fíne of
utility
exposed
potential
that the
was
construction, and, while construction
if it chose to continue
day
halted,
meet the excess
demand of
power
it was unable to
was
to
consequently losing
and was
$150.00
$300.00
its customers
established that the
hour.
held that these facts
per
Our Court
remedy
no
at law since the administrative
utility
adequate
had
code were time
township
afforded
the first class
procedures
be
these
utility
incurring
and that
would
consuming
township’s]
“while
for
ad-
daily
waiting
[the
losses
mounting
order,
machinery
grind
appealable
to
out
ministrative
criminal side to run its course.”
for a test case on the
we
Pa. at
fectiveness of the arbitration was and, had the trial court not exercised her financial interests been jurisdiction, irreparable. that harm would have equitable alleged deprivation her harm arose from an again She avers fluctu- litigation interests via increased costs and property her interests of the property partner- ation in market values of the the arbitration. year length to the three She ship due in her litigants position her and other requiring claims that remedy without remain in arbitration “in these circumstances pretext on the that a court not may examine a matter absent serve, an award would if only by delay, to prejudice the them litigants deprive of their property rights.” Appel- lant’s Brief at 23.
Appellant additionally asserts that the in the delay arbitra tion affected her fundamental right to due As an process. on, example, she cites Everett v. Harr 380 Pa. 110 A.2d (1955), in which our Court held that it was for proper plaintiffs to use an action equity generally enjoin a public amusement facility from barring the admission of African *19 race, on Americans the basis of even such though discrimina tory conduct prohibited statute, was aby criminal which also anyone allowed who was the victim of such discrimination to bring a civil action against the offending party. Our Court observed that equity interests, acts to protect specific which may involve either property personal or rights, and the fact that impairment of those interests is punished by the criminal law does deprive not a court from exercising equity jurisdic tion to also them. protect
Appellant also discusses our
holding Mattos v. Thompson,
385,
(1980),
491 Pa.
However,
that it
opinion
our Court also reaffirmed in this
viable,
as a
alter-
regard
expeditious,
“arbitration
continued
Parker v.
(quoting
resolution.” Id.
dispute
native method
120,
Pa.
Hospital
Philadelphia, 483
Children’s
(1978)).
confidence that
expressed
A.2d
939-40
We
our
...
is still a
experience
“as
has demonstrated
areas.” Mot-
many
viable alternative that can be effective in
tos,
Pa. at
Appellant supports contends enjoin authority trial court use its may equitable that a legal statutory if or remedies rights violation fundamental to such would inadequate, are when resort remedies cause Brief at delay.” Appellant’s “inordinate asserts delay may Mottos “that oppressive that establishes constitute of a due deprivation litigant’s process rights.” Appellant’s just avers that such Brief at 25. She she endured specifically an because of of the arbitration oppressive delay length what She also claims there were she proceedings. in the “glaring irregularities” termed conduct of arbitra- issues, process relating disputed discovery tion includ- ing: alleged evidentiary hearing denial of arbitrator, the stenographic refusal of the arbitrator to allow a proceedings record be made certain or to witnesses present *20 them, the issuing findings solely at and arbitrator’s of based argument by attorney on for and not the Appellees of evidence. Brief at presentation Appellant’s factual 26. arguments Appellees Appellant’s reminding counter first has an equity that our Court twice held that action in is not terminating common law acceptable ongoing method Adair, citing Harleysville Mut. v. 421 proceeding, (1966) length, Pa. (analyzed A.2d American, infra), supra. argue that Appellees Great wished to to the courts the Assembly had General reserve prior to intervene in arbitrations to the issuance a powers a they explicitly provided power final award could have such they Appellees when enacted the Arbitration Act. Uniform Michigan that other like call our attention to the fact states with provided types equitable courts these expressly have in their arbitration acts.15 aver that the fact powers Appellees a reservation to the trial court of such specific equitable such has been omitted from Arbi- authority Pennsylvania’s Uniform tration Act the intent of our signifies legislature specifically prior entry trial court intervention to the of a final prohibit award. Pennsylvania that limits
Additionally, Appellees contend
review of common law arbitration
judicial
proceedings,
“has a
arbitration.”
strong public policy favoring
Appellees’
Brief at 44.
out that arbitration is favored
Appellees point
promotes
orderly
because it
“swift and
of claims.
disposition”
Auth.,
Id.
Inc. v. Beaver Falls
(quoting
Municipal
McCarl’s
(Pa.Cmwlth.2004)).
that,
Appellees precisely transpired case, instant was averring “displeased and disappointed” rulings with the arbitrator’s on the liability issues and seeking stay that her actions in from the trial court delayed remedy hearing. the final Brief at Appellees’ 45. Appellees proffer that had the trial court not terminated scheduled, the arbitration and the final been held as hearing and, final years award could have been issued several ago, found, Superior Court the award would have been renewa- ble under 7341. Section
Appellees Appellant’s Pennsylvania discredit reliance on they fundamentally cases which contend involve “matters dif- See, e.g., Comp. (providing § Mich. Laws Ann. 600.5035 that arbitra diminish, impair, any tion act shall not be construed "to or in manner equitable power authority to affect the court over arbitra *21 tors, awards, thereto; impair any or the nor to or affect action award, upon any upon any engagement or bond or other to abide an award.”). Brief at Appellees’ law arbitration.” ferent from common a note, instance, Light involved Duquesne that They for munici- codes of a local zoning which arose under the dispute arbitra- compulsory with a Mottos was concerned and pality, out that Appellees point statute. by process required tion statutorily prescribed mandatory, involved since these cases have no consequently, they, resolution dispute methods which are proceedings on common law bearing set forth by the contractual terms voluntary governed no aver that there is Consequently, Appellees the parties. which can be intervention justifying equitable coherent rule common applicable cases which are from those discerned therefore, not to our Court urge law arbitration. Appellees, limitations on statutory the clear circumventing fashion a rule with common law arbitrations. court interference equitable that none of the standards contend Appellees judicial for advances as a standard Appellant proposed statuto- inadequate intervention in cases such as this one—i.e. harm, remedies, irreparable protection ry prevention or rights or avoidance of of fundamental property, deprivation matter. of suits—were to the instant multiplicity applicable going go this matter was not on indefinite- Appellees argue since, at the time the trial court ly Appellant suggests intervened, to make a hearing the arbitrator had scheduled share. ruling partnership Appellees final on the value of note, about her response Appellant’s alleged contentions values of the property costs of and diminution litigation mere before hearing days that this was scheduled partnership, and, at that she was hearing, going the trial court intervened evidence on the value of the real present expert to be able to she held other evidence partnership estate of her share. concerning partnership wished valuation proper that, hearing out after the was additionally point Appellees award, concluded, his final the arbitrator would have issued court review of it under sought could have Arbitration Act. assert Appellees 7341 of the Uniform Section judicial remedy we not to fashion a attempt should which are not facts egregious hypothetical address conduct
213 case, in present this and they additionally argue that Sections 7341 and 7342 of the Uniform Arbitration Act already provide adequate judicial means of review for such situations if they are presented by future cases. claims,
In
resolving
parties’ competing
we are
guided by the following principles. As our Court has ob
occasions,
served on repeated
the settlement of disputes by
arbitration is
favored
the public policy of this Common
is, therefore,
wealth and
encouraged by our courts and by
Co.,
statute. Borgia
434, 447,
v. Prudential
Ins.
561 Pa.
750
843,
(2000);
A.2d
850
Flightways
v.
Corp. Keystone Helicopter
660,
Corp.,
662-63,
184,
(1975).
459 Pa.
331 A.2d
185
As
above,
discussed
when the
parties
this matter entered into
their partnership agreement, they
agreed that
controver
sy or claim
relating
agreement
an alleged
breach
thereof would be
settled
process
under the
(“AAA”).
rules of the American Arbitration Association
See
¶
Partnership Agreement at 14.
parties’
Since the
agreement
expressly provided that the AAA rules were
govern
their
arbitration proceedings, and no mention or reference was
made to the provisions of Pennsylvania’s Uniform Arbitration
Act
arbitration,
governing statutory
the Superior Court was
correct in concluding the parties intended all disputes arising
out of the agreement
to be settled through common law
439,
arbitration. See Borgia,
846;
When of equal bargaining power consent in an agreement to settle all future disputes as to its interpretation by utilizing arbitration, common law they are bound by that provision, and the function of the courts is limited to enforcing this contractual provision according to its terms as established by the parties. Borough Columbia, Ambridge v. 458 Pa. (1974). 328 A.2d As former Justice Musmanno aptly noted in regard to the ability limited of parties to subsequent ly change the agreed upon terms and conditions under which such an arbitration is to be conducted: person “[t]he who of arbitra temple to another to enter blanche
offers carte type as to the restrictions impose later on may not tion himself presents when he shall wear other clothing person v. National Radio Wyoming temple.” at the doors Technicians, 398 Pa. Employees Broadcast Association of (1960). 183, 187, 157 A.2d Nevertheless, this deference to spite as their favored law arbitration of common choice parties’ *23 a trial resolution, of whether question the dispute means arbi ongoing an jurisdiction to terminate has judge equitable by the by governed is Appellant the reasons cited tration for “[equitable] will have courts precept well established if the justice will afford relief in furtherance of jurisdiction and if relief equitable or remedy adequate, is not statutory legal or harm.” Pennsylvania irreparable necessary prevent is 306, 328, 125 Pa. Torquato, v. 386 Commerce State Chamber of omitted). However, (1956) we are (emphasis 766 A.2d legal that if a sufficient corollary principle bound the also jurisdiction.” of equity “a court is divested remedy exists 34, 43, 1245 573 Pa. 820 A.2d Capital, v. Pentlong GLS (2003). whether equity “in order to determine Consequently, existing legal face of an is in the jurisdiction proper remedy if the remedy, legal we must determine statutory in Id. We note this complete.” ... is adequate available capable be equity may that “the fact that a court of respect a does not dispute an resolution of achieving expeditious de statutory process where there is a warrant its intrusion v. Pittsburgh Mercy Hosp. its resolution.” signed for Comm., Pa. 451 Relations Human Pennsylvania (1982). 1357, 1359 A.2d in arguments has couched her
Although to due of law right process denial of her terms of an asserted property fundamental individual of her impingement are, essence, in actual their distilled to arguments, her rights, regarding of the arbitrator rulings over the ity, complaints she de- failure to documents alleged provide Appellees’ obtain, in supposed delay sired to and the excessive ruling. arbitrator’s of a final rendering issue, Regarding discovery Appellees pointed have out, rejected the Harleysville, supra specifically in our Court of an action in a who is dissatisfied with an equity party use a as means of handling discovery arbitrator’s issue a law arbitration from and ob- blocking continuing common judicial entry review of that issue before the of a final taining In Harleysville, award. a driver of a motor vehicle was injured in an accident under the unin- sought recovery coverage sured motorist contained in his own The policy. claim, disputed insurer and the matter proceeded law common accordance with the terms of the selected, After an arbitrator was the insurer policy. demand- injured ed the driver answer interrogatories. The driver refused, and the matter was submitted arbitrator for resolution. The arbitrator ruled that the driver did not have to answer the interrogatories hearing and scheduled a on the underlying coverage dispute. Shortly before the hearing, insurer filed a complaint equity injunction seeking from prevent hearing going forth. The trial court denied *24 the request, and our Court affirmed.
In
opinion,
our
we noted the
question whether the insurer
was entitled to the
it
discovery
requested was
one of
“purely
procedure.” Harleysville,
available
rules, this “would
the AAA
their contract and
the terras of
curtail,
as a means of
eliminate,
severely
arbitration
or
least
Id.
disputes.”
the solution
facilitating
equity
actions in
disapproved
using
expressly
We further
once it
process
with an arbitration
interfering
a means of
aby party
that the use of such suits
begun.
had
We decreed
party’s unhappi-
because of the
ongoing
to end an
was
discovery ruling
improper:
with an arbitrator’s
ness
to restrain an
brought
action to be
equity
To
an
permit
declaratory judg-
in toto or to obtain
arbitration proceeding
of dissatisfaction
to
matters because
procedural
ments as
of the arbitrator would be
interlocutory ruling
with an
injunctive
declaratory judgment
unthinkable. No such
in an
civil action at law as
ordinary
is available
process
the court.
interlocutory ruling by
an
challenging
means of
commencement of the arbitration the arbitra-
After the
controlled. To
procedures agreed
by appellant
tion
maintain this
would
permit appellant
proceeding
equity
by
what it
not entitled to
it to
indirection
is
permit
gain
action.
direct
145-146,
Id. at addition, In our held that of our Common- provisions Court Act of 192716 the insurer with “a provided wealth’s Arbitration it statutory permitted method of relief’ since complete act empowered to a court which was under this appeal “vacate, modify, or correct an award where arbitrators their or refuse to hear evidence or misbe- powers exceed of a Id. at 218 A.2d at prejudice rights party.” havior we availability remedy 794. As a result of the of this deemed unjusti- equitable proceedings “improper the use of be *25 fied.” Id. 381, 7, 25, 1927, 25, 248, April April §§
16. Arbitration Act of P.L. No. repealed by §§ at P.S. the Uniform Arbitration codified Act. Likewise, in Appellant present matter voluntarily contracted to have any controversies or claims which arose arbitration, and, under an agreement also, submitted ex pressly agreed that such arbitration would be conducted in accordance with AAA rules which specifically authorized the arbitrator “to resolve any disputes concerning exchange of information.” See American Arb. Assn. Commercial Arb. Procedures, Rules and Mediation Amended and Effective (R.R. 490a). 21(c), July Rule Consequently, when the arbitrator implemented his various conciliatory measures to settle the conflict between Appellant and Appellees over what documents Appellant would be entitled to review prior the final hearing, Appellant received what precisely she had for, bargained namely, the services of a neutral arbitrator who would resolve the dispute. Merely because she was dissatis fied with particular remedies the arbitrator attempted implement, Appellant was not entitled to immediate equitable intervention the court of common pleas to restrain the arbitration process Moreover, before its completion. like the disgruntled she, too, insurer in Harleysville, had other legal avenues which she could have sought relief for her com plaints concerning the lack alleged of access to documents and purported procedural flaws process. arbitration
As the Superior noted, Court and Appellees have the trial intervention, judge’s though obviously well-intentioned, actual- ly deprived Appellant of the ability to expeditiously utilize those legal remedies which were available to her. The trial judge’s order terminating prevented the arbi- trator from holding a final hearing, during time Appel- lant directly could have raised to the arbitrator the complaints she now raises regarding the manner in which the arbitration conducted, process was and she could have requested arbitrator consider them as factors his ultimate valuation Moreover, decision. and most importantly, had the arbitration not been process circumvented by the trial court’s response Appellant’s motion to arbitration, terminate the once the award, arbitrator dissatisfied, entered his final if could have then properly judicial sought review under Section
218 award or modification vacation requested
7341 oc- she claims “glaring irregularities” alleged on the based Brief Appellant’s of the arbitration. in the conduct curred her due no denial of suffered Consequently, exercise the trial court’s which warranted rights process the arbitra- as, allowed simply had she jurisdiction, equitable award, provided have 7341 would a final Section entry of tor’s Harleysville, relief.” statutory method “complete her a supra. of excessive complaint to respect Appellant’s
With award, we conclude a of an making in the delay arbitrator’s to terminate jurisdiction have equitable court does not trial pre delay, legislatively since a because of such governs remedy exists wholly adequate scribed not have unchecked An arbitrator does a circumstance. such indefinitely rendering before proceedings to continue power act, specifically a court is If an arbitrator fails decision. him or her. replace arbitrator and to remove the empowered (“[W]hen fails appointed § an arbitrator See Pa.C.S.A. has not been to act and his successor act or is unable shall one party appoint on of a application the court appointed, arbitrators.”)17 or more that bar, nothing suggest we of record
In the case at see that his dilatory in a manner such acting arbitrator was at the have been warranted this section would removal under the con- the arbitration. To the trial court terminated time above, record, suggests as discussed trary, our review of manner to diligent acted in a prompt, the arbitrator parties arose between the myriad difficulties that resolve the relevant records. partnership the review of the regarding findings after his many proceedings conducted The arbitrator the issues that arose 2004 in order to settle of September of those records and manner which review scope over the con- parties’ attentiveness to the be conducted. His was to scheduling of conferences prompt his cerns was evidenced him by issues presented to address additional hearings provisions § the Uniform Arbi- certain 17. Under 42 Pa.C.S.A. arbitration, including statutory 42 Pa.C.S.A. governing tration Act applicable law arbitration. § are to common arose, they as well as his diligent efforts to workable, fashion a mutually acceptable solution to the docu- ment dispute disclosure between the parties.
Further, there was no although explicit time limit in the partnership agreement under which this arbitration was to because, above, be completed, as discussed agreement specified that the arbitration was to be conducted accord *27 Rules, with the AAA a time limit existed under which the See, arbitrator had to render his final decision. American Arb. Assn. Commercial Arb. Rules and Mediation Proce dures, (R.R. 494a) (“The supra, Rule award shall be and, made promptly by arbitrator unless otherwise agreed law, by parties or specified by no later than days 30 from or, the date of closing hearing, if oral have been hearings waived, from the date of the AAA’s transmittal of the final arbitrator.”) statements and proofs to Consequently, because the arbitrator had scheduled the final to hearing determine the value of Appellant’s partnership share for Janu ary a conclusive end to the arbitration proceedings was in sight for since the Appellant, arbitrator’s decision had to be rendered within 30 days after that If hearing. arbitrator failed to render decision within a reasonable period after that 30 day period elapsed, then Appellant could have gone to the trial court relief seeking under Section 7305. However, relief, such as provided by the plain of that language statutory provision, is arbitrator, limited to replacement of the not termination of the entire arbitration as the proceeding, trial court in present matter did.
The cases which Appellant has cited in support of a finding equitable jurisdiction, of Everett, Mattos, Duquesne Light, do not compel a different result.18 The in plaintiffs those cases had limited legal recourse available to them to avoid Appellant also cites three jurisdictions cases from other which she power claims illustrate the "interject inherent of a court to into a pending arbitration and even terminate it justice where the interests of require.” Appellant’s Brief at 28. Since these decisions are from other are, course, jurisdictions, they binding interpretation not on us our Pennsylvania law. personal interests or their pecuniary harm to
irreparable
to
dispute
submit their
to either
required
were
rights. They
way
no
to
selecting
had no choice
they
which
entities
entities’
of those
timing
or affect
reasonably estimate
them-
decisions, or,
forced to enmesh
alternatively,
ultimate
justice
These
process.
the criminal
machinery
in the
selves
therefore,
method
satisfactory legal
had no
plaintiffs,
claims,
could
nor
respective
advance their
expeditiously
to
it would take for them
long
estimate how
they reasonably
ruling.
obtain a final determinative
contrast,
chose to have an arbitrator
herein
By
agreement
the partnership
her claims under
resolve all of
Farm,
(N.Y.A.D.
The fact that Appellant can cite to no statutory authority or Pennsylvania caselaw which recognizes equitable power of a trial court to terminate a common law arbitration proceeding before the arbitrator has rendered an is award unsurprising, given public policy of our Commonwealth which generally voluntary favors arbitration aas means of speedy effective alternative dispute resolution that parties may choose to settle their disputes. Permitting micromanagement by a court of ongoing common law arbitrations situations such as that which transpired in the present case would defeat the contrac- tual intent of who bargained for their disputes to be resolved with minimal court If intrusion. we were to allow type pre-award equitable court intervention which seeks, Appellant presently it would result in the omnipresent prospect of a trial court being dragged into the minutiae of the process arbitral by any party who wants judicial immediate review every unfavorable discovery arbitrator, ruling by the or who desires escape from the process altogeth- termination, er through its if he perceives or she it to be in an unfolding unfavorable manner. This would severely intent, undermine the legislature’s reflected its enact- ment of the Act, Uniform Arbitration to restrict the degree of judicial permissible intrusion into common law arbitrations once have they commenced.
Moreover, above, as discussed recognition any such inher- equitable judicial ent authority wholly is unnecessary under case, the circumstances of this legislature as the has already jurisdiction sitting in the same case should not overrule each other’s issue”). decisions on the same could of which statutory remedies specified
afforded short- alleged procedural herself to address have availed these In accord with process. in the comings have, Harleysville, considerations, American we Great proceed- of equitable of the use disapproved supra, discussed matters, or to discovery review of interlocutory to obtain ings render a final decision ability an arbitrator of deprive with in accordance him the on matters submitted arbitrate, holdings reaffirm those and we agreement their today. matter was to court in this of the trial
The role proper resolve have an arbitrator intent to parties’ effectuate the of the perform- which could arise out issues disputed and all arising issues including agreement, the partnership ance of Judge from the partnership. withdrawal Appellant’s from 4, 2004, the matters in referring February order of Baldwin’s arbitration, with the law was consistent to common contention order of June judge’s intent. The trial parties’ arbitration, was not. As to terminate purporting concluded, not an order was such Superior properly Court have outlined law, nor, reasons which we for the authorized authority above, equitable trial have inherent judge did the 9,May 2008 order Superior an order. The Court’s enter such 26, 2007, and reinstat- order of June the trial court’s reversing is therefore affirmed. proceeding, the arbitration ing relinquished. affirmed. Jurisdiction Order not in the participate did Former Justice GREENSPAN this case. decision of EAKIN, BAER and CASTILLE and Justices
Chief Justice join opinion. McCAFFERY concurring opinion. files a SAYLOR Justice SAYLOR, concurring. Justice differ- subject to some modest join majority opinion, I degree. ences of *30 reflects,
As this case the expediency, inexpensiveness, certainty of arbitration sometimes be seen as more of may ideal than a practical reality. I continue to support arbitra- nonetheless, tion of the light it comparative advantages offers, which I many believe are realized in situations. More- over, that, I with agree majority if net benefits are greater achieved, judicial restrained, to be intervention must be con- sistent with the legislative Finally, direction. with no disre- spect intended to the arbitrator —who well very may have performed see it admirably beyond of our scope —I review to comment on his handling discovery disputes. my that, From it perspective, is more than enough say on record, this pleas common court erred both in intervening the form of intervention chosen.
11A.3d427 LOKUTA, Judge In re Ann H. of the Court of Common Pleas, District, County. Eleventh Judicial Luzerne
Appeal Lokuta, Judge. of Ann H.
Supreme Pennsylvania. Court of
Jan.