A Better Way Wholesale Autos, Inc. v. Rodriguez , 176 Conn. App. 392 ( 2017 )

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A BETTER WAY WHOLESALE AUTOS, INC.
v. KIARA RODRIGUEZ ET AL.
(AC 38839)
Mullins, Beach and Harper, Js.
Syllabus
The plaintiff sought to vacate an arbitration award rendered in favor of the
defendant R and the defendant finance company in connection with the
plaintiff’s sale of a used vehicle to R, who had initiated the arbitration
process seeking rescission of her purchase and sale agreement, as well
as her financing agreement, for an alleged warranty violation. During
the pendency of the arbitration process, R settled with the finance
company, which subsequently brought cross claims against the plaintiff
for, inter alia, alleged violations of their dealer agreement. The arbitrator
entered an award in favor of the defendants, ordering, inter alia, that
the finance company return the vehicle to the plaintiff. Thereafter, the
trial court denied the plaintiff’s application to vacate the arbitration
award and granted the defendants’ motions to confirm the award. From
the judgment rendered thereon, the plaintiff appealed to this court. The
plaintiff claimed, inter alia, that the parties’ submission to the arbitrator
was restricted, and that because title to the vehicle was never at issue,
the arbitrator exceeded his authority in ordering the finance company
to return the vehicle to it. Held:
1. The trial court properly denied the plaintiff’s application to vacate the
arbitration award: given the plain language of the arbitration agreement,
which provided that any claim or dispute between R and the plaintiff
arising out of the purchase or condition of the vehicle was to be settled
by way of binding arbitration, and given that arbitration was commenced
pursuant to that agreement, which contained no restrictions on the
issues that could be decided by the arbitrator, the submission to the
arbitrator was unrestricted and, thus, possession and title to the vehicle
was at issue from the onset of the arbitration and was within the scope
of the submission; moreover, the arbitrator, by ordering the return of
the vehicle to the plaintiff, did not exceed his power by rendering an
award that was beyond the scope of the unrestricted submission, as
the submission permitted the arbitrator to decide any claim or dispute
between R and the plaintiff arising out of the purchase or condition of
the vehicle, or arising out of the contract or resulting relationship, R
specifically requested on the form submitted demanding the arbitration
that the contract be cancelled and that the purchase of the vehicle be
revoked, and, therefore, it would be nonsensical to conclude that the
arbitrator had the authority to cancel the contract and to revoke the
purchase but that he did not have the authority to decide what happened
to the vehicle that was the subject of the purchase and the contract.
2. The plaintiff’s claim that the trial court improperly ordered it to pay
the attorney’s fees and costs of the finance company in defending the
arbitrator’s award was not reviewable, the plaintiff having failed to brief
the claim adequately.
Argued April 17—officially released September 12, 2017
Procedural History
Application to vacate an arbitration award, brought to
the Superior Court in the judicial district of Waterbury,
where the matter was removed to the United States
District Court for the District of Connecticut; thereafter,
the matter was remanded to state court, where the
defendants filed separate motions to confirm the award;
subsequently, the matter was tried to the court, M.
Taylor, J.; judgment granting the motions to confirm
and denying the application to vacate, from which the
plaintiff appealed to this court. Thereafter, the court
granted the named defendant’s motion for attorney’s
fees. Affirmed.
Kenneth A. Votre, for the appellant (plaintiff).
Daniel S. Blinn, for the appellee (named defendant).
Proloy K. Das, with whom was Melissa A. Federico,
for the appellee (defendant American Credit Accep-
tance, LLC).
Opinion
MULLINS, J. The plaintiff, A Better Way Wholesale
Autos, Inc. (A Better Way), appeals from the judgment
of the trial court denying its application to vacate an
arbitration award and granting the motions to confirm
the arbitration award filed by the defendants, Kiara
Rodriguez and American Credit Acceptance, LLC
(finance company). A Better Way also appeals from the
court’s judgment modifying the arbitration award to
include attorney’s fees and costs to the finance com-
pany for its defense of the award in the Superior Court.
On appeal, A Better Way claims that the trial court
erred in (1) denying its application to vacate the award
on the ground that the arbitrator’s decision was beyond
the scope of the parties’ submission, and (2) ordering
A Better Way to pay the attorney’s fees and costs of
the finance company in defending the arbitrator’s award
in the Superior Court.1 We affirm the judgment of the
trial court.
The following facts, as set forth by the trial court
in its January 14, 2016 memorandum of decision and
procedural history inform our review. ‘‘The underlying
arbitration between the parties arises from the sale of
a used 2006 Toyota Scion [vehicle] by A Better Way to
. . . Rodriguez. In this dispute, Rodriguez included [the
finance company] as a defendant in its role as the
assignee of the financing agreement in her retail install-
ment sales contract with A Better Way.
‘‘Rodriguez initiated the arbitration process by a writ-
ten demand, dated June 4, 2014, for damages and the
rescission of her purchase and sale agreement with A
Better Way, as well as her financing agreement with
[the finance company]. In the demand letter, she [stated
that she] ‘revokes her acceptance of the vehicle,’
asserting, inter alia, a warranty violation. Importantly,
the vehicle was left in the possession of A Better Way.
She previously had written to A Better Way on March
21, 2014, stating that ‘[i]f you are unable to fix my car,
then I would like to cancel the sale . . . .’ [Rodriguez’]
letters were submitted, along with her demand for arbi-
tration, to the American Arbitration Association on June
27, 2014. . . . In accordance with the agreement of the
parties, the arbitration was conducted by the American
Arbitration Association, with Attorney John R. Downey
serving as arbitrator.’’ (Citation omitted.)
‘‘Rodriguez made her submission to arbitration pursu-
ant to an arbitration clause with A Better Way which,
in relevant part, provides: ‘Any claim or dispute,
whether in contract, tort, statute or otherwise (includ-
ing the interpretation and scope of this . . . clause,
and the arbitrability of the claim or dispute), between
you and us or our employees, agents, successors or
assigns, which arises out of or relates to your credit
application, purchase or condition of this vehicle, this
contract or any resulting transaction or relationship
(including any such relationship with third parties who
do not sign this contract) shall, at your or our election,
be resolved by neutral, binding arbitration and not by
a court action.’ . . . Although the arbitration submis-
sion was made by Rodriguez pursuant to her retail
installment sales contract with A Better Way, she
included [the finance company] as a defendant because
it was specifically identified in her contract as the
assignee of the financing agreement.’’2 (Citation
omitted.)
‘‘During the pendency of the arbitration process,
Rodriguez settled with [the finance company] and,
based upon alleged violations of their Dealer
Agreement, [the finance company] brought cross claims
against A Better Way.3 . . . In its proposed findings
and orders filed after the conclusion of the arbitration
hearing, [the finance company] proposed the return of
the [vehicle] to A Better Way. . . .
‘‘On May 12, 2015, Attorney Downey entered an
Award of Arbitrator in favor of Rodriguez and [the
finance company]. . . . The award provides for the fol-
lowing payments to Rodriguez: (1) [Truth in Lending
Act, 15 U.S.C. § 1601 et seq. (TILA)] statutory damages
of $1000; (2) [Connecticut Unfair Trade Practices Act,
General Statutes § 42-110a et seq. (CUTPA)] damages of
$1000; (3) punitive damages of $2000; and (4) attorney’s
fees of $12,500. The award also provides for the follow-
ing [as to the finance company]: (1) arbitration costs
of $3700; (2) legal fees of $25,000; and (3) [the finance
company’s] return of the [vehicle] to A Better Way.’’
(Citations omitted; footnotes altered.)
A Better Way, specifically pursuant to General Stat-
utes § 52-418,4 filed an application to vacate the portion
of the award that ordered the finance company to return
the vehicle to A Better Way on the grounds that ‘‘[t]he
parties to the arbitration did not state that possession
of the vehicle was at issue in any of the pleadings before
the arbitrator . . . [and] the submission did not
include a determination of the ownership of the vehi-
cle.’’ A Better Way contended that the arbitrator, there-
fore, had exceeded his powers in determining
ownership of the vehicle.5 Rodriguez and the finance
company each filed a motion to confirm the award;
the finance company moved pursuant to the Federal
Arbitration Act, 9 U.S.C. § 9, and Rodriguez moved pur-
suant to General Statutes § 52-417. The finance com-
pany also requested that it be reimbursed $28,245.92
for the legal fees and costs it incurred in defending the
award in the Superior Court in light of A Better Way’s
application to vacate. At the time of the hearing, the
finance company also argued that it anticipated incur-
ring an additional $3840 in fees and costs for the
hearing.
In a January 14, 2016 memorandum of decision, the
court granted the motions to confirm the award, and
it denied the application to vacate. Specifically, the
court determined that title and possession of the vehicle
always were at issue, and that this was evidenced by
Rodriguez’ original letter in which she sought to rescind
the entire agreement. The court, therefore, found no
basis upon which to vacate the award. As to the finance
company’s request for the payment of the attorney’s
fees it incurred in defending the award, the court found
that, pursuant to section 25 of the dealer agreement
and General Statutes § 52-419 (b),6 the finance company
was entitled to such reimbursement. The court then
ordered that A Better Way reimburse the finance com-
pany $621.92 in costs and expenses and $20,000 in attor-
ney’s fees within thirty days. This appeal followed.7
Additional facts will be set forth as necessary.
I
A Better Way claims that the trial court erred in
denying its application to vacate the award on the
ground that the arbitrator’s decision was beyond the
scope of the parties’ submission in that the title to
the vehicle was not within that submission. It further
contends that the award should be considered in a way
similar to the mosaic rule8 in a family matter and that
it must be vacated in its entirety because the order that
the finance company return the vehicle to A Better
Way was outside the scope of the parties’ submission.
Accordingly, A Better Way argues, the court improperly
denied its application to vacate the award. The finance
company and Rodriguez argue that the court made a
proper determination that the submission was
unrestricted and that possession and title to the vehicle
always was at issue, and, therefore, the arbitrator acted
within his authority in determining who should take
possession of the vehicle.9 We agree that the court prop-
erly denied A Better Way’s application to vacate the
award of the arbitrator.
We set forth the standard of review. ‘‘Arbitration is
a creature of contract and the parties themselves, by
the terms of their submission, define the powers of
the arbitrators. . . . The authority of an arbitrator to
adjudicate the controversy is limited only if the
agreement contains express language restricting the
breadth of issues, reserving explicit rights, or condition-
ing the award on court review. In the absence of any
such qualifications, an agreement is unrestricted.’’
(Citation omitted; emphasis added; internal quotation
marks omitted.) LaFrance v. Lodmell, 322 Conn. 828,
850–51, 144 A.3d 373 (2016).
‘‘When the scope of the submission is unrestricted,
the resulting award is not subject to de novo review
even for errors of law so long as the award conforms
to the submission. . . . Because we favor arbitration
as a means of settling private disputes, we undertake
judicial review of arbitration awards in a manner
designed to minimize interference with an efficient and
economical system of alternative dispute resolution.
. . . Garrity v. McCaskey, 223 Conn. 1, 4–5, 612 A.2d
742 (1992). Accordingly, the factual findings of the arbi-
trator . . . are not subject to judicial review. Burr
Road Operating Co. II, LLC v. New England Health
Care Employees Union, District 1199, 316 Conn. 618,
638, 114 A.3d 144 (2015); see also Harty v. Cantor
Fitzgerald & Co., 275 Conn. 72, 80, 881 A.2d 139 (2005)
([u]nder an unrestricted submission, the arbitrators’
decision is considered final and binding; thus the courts
will not review the evidence considered by the arbitra-
tors nor will they review the award for errors of law
or fact . . .).’’ (Internal quotation marks omitted.) Nor-
walk Police Union, Local 1727, Council 15, AFSCME,
AFL-CIO v. Norwalk, 324 Conn. 618, 628–29, 153 A.3d
1280 (2017).
‘‘The resulting award can be reviewed, however, to
determine if the award conforms to the submission.
. . . Garrity v. McCaskey, supra, 223 Conn. 4. Such a
limited scope of judicial review is warranted given the
fact that the parties voluntarily bargained for the deci-
sion of the arbitrator and, as such, the parties are pre-
sumed to have assumed the risks of and waived
objections to that decision. . . . It is clear that a party
cannot object to an award which accomplishes pre-
cisely what the [arbitrator was] authorized to do merely
because that party dislikes the results. . . . American
Universal Ins. Co. v. DelGreco, [205 Conn. 178, 186–87,
530 A.2d 171 (1987)]. The significance, therefore, of a
determination that an arbitration submission was
unrestricted or restricted is not to determine what [the
arbitrator is] obligated to do, but to determine the scope
of judicial review of what [he or she has] done. Put
another way, the submission tells [the arbitrator] what
[he or she is] obligated to decide. The determination
by a court of whether the submission was restricted or
unrestricted tells the court what its scope of review
is regarding the [arbitrator’s] decision.’’ (Emphasis in
original; internal quotation marks omitted.) LaFrance
v. Lodmell, supra, 322 Conn. 851–52.
Here, A Better Way asserts that the parties’ submis-
sion to the arbitrator was restricted. It argues that, in
the case of the finance company and A Better Way,
there was no submission at all. It further argues that
Rodriguez, in her submission, also never requested that
the vehicle be ordered returned to A Better Way. We
conclude that the parties’ submission was unrestricted
and that the title to the vehicle was at play from the
onset, with Rodriguez’ request that the purchase be can-
celled.
The arbitration clause in the finance agreement
between Rodriguez and A Better Way, which was
assigned from A Better Way to the finance company,
provided in relevant part: ‘‘Any claim or dispute,
whether in contract, tort, statute or otherwise (includ-
ing the interpretation and scope of this Arbitration
Clause, and the arbitrability of the claim or dispute),
between you and us or our employees, agents, succes-
sors or assigns, which arises out of or relates to your
credit application, purchase or condition of this vehicle,
this contract or any resulting transaction or relationship
. . . shall, at your or our election, be resolved by neu-
tral, binding arbitration and not by a court action. . . .
‘‘The arbitrator shall apply governing substantive law
in making an award. The arbitration hearing shall be
conducted in the federal district in which you reside
unless the Creditor-Seller is a party to the claim or
dispute, in which case the hearing will be held in the
federal district where this contract was executed. . . .
Each party shall be responsible for its own attorney,
expert and other fees, unless awarded by the arbitrator
under applicable law. . . .
‘‘You and we retain any rights to self-help remedies,
such as repossession. You and we retain the right to
seek remedies in small claims court for disputes or
claims within that court’s jurisdiction, unless such
action is transferred, removed or appealed to a different
court. Neither you nor we waive the right to arbitrate
by using self-help remedies or filing suit. Any court
having jurisdiction may enter judgment on the arbitra-
tor’s award. This Arbitration Clause shall survive any
termination, payoff or transfer of this contract.’’
(Emphasis added.)
Under the plain language of the arbitration
agreement, any claim or dispute between Rodriguez
and A Better Way (and its assigns) arising out of the
purchase or condition of the vehicle, or arising out of
the contract or a resulting relationship, was to be set-
tled by binding arbitration, if elected. The parties com-
menced arbitration pursuant to this agreement, which
clearly contains no restrictions on the issues that could
be decided by the arbitrator. Therefore, the submission
in this case was unrestricted. We next consider whether
the portion of the arbitrator’s award, ordering the
finance company to return the vehicle to A Better Way,
was beyond the unrestricted submission of the parties.
‘‘Even in the case of an unrestricted submission, we
have . . . recognized three grounds for vacating an
award: (1) the award rules on the constitutionality of
a statute . . . (2) the award violates clear public policy
. . . [and] (3) the award contravenes one or more of
the statutory proscriptions of § 52-418. . . . [Section]
52-418 (a) (4) provides that an arbitration award shall
be vacated if the arbitrators have exceeded their powers
or so imperfectly executed them that a mutual, final
and definite award upon the subject matter submitted
was not made. In our construction of § 52-418 (a) (4),
we have, as a general matter, looked to a comparison
of the award with the submission to determine whether
the arbitrators have exceeded their powers.’’ (Internal
quotation marks omitted.) Comprehensive Orthopae-
dics & Musculoskeletal Care, LLC v. Axtmayer, 293
Conn. 748, 754, 980 A.2d 297 (2009).
A Better Way asserts that the arbitrator exceeded his
power in ordering the finance company to return the
vehicle to it because title to the vehicle was never at
issue, and, therefore, the award was beyond the scope
of the submission. We disagree.
After purchasing the vehicle from A Better Way, expe-
riencing many difficulties with it, and leaving the vehicle
in the possession of A Better Way, Rodriguez filed a
claim for arbitration with the American Arbitration
Association, specifically requesting ‘‘[r]evocation of
acceptance of the vehicle, cancellation of the contract
and deletion of trade line reporting.’’ She named both
A Better Way and the finance company in her claim.
Thereafter, the finance company filed cross claims
against A Better Way for contractual indemnification,
indemnification and contribution, unjust enrichment,
and two counts of breach of contract, namely, the
dealer agreement.
The arbitrator found that Rodriguez had sent a letter
to A Better Way stating that if it could not fix her vehicle,
she wanted to cancel the sale and get her money back.
A Better Way threw away that letter, and, after Rodri-
guez was informed, she mailed another copy to A Better
Way. The arbitrator further found that A Better Way
had required Rodriguez to purchase a service contract
as a condition of her financing without proper disclo-
sure, and that A Better Way previously had required
other customers to do the same. The arbitrator found
the conduct of A Better Way to be ‘‘deceptive and uneth-
ical and [in] violat[ion of] CUTPA . . . [and] TILA.’’
The arbitrator also found A Better Way to be in breach
of the dealer agreement with the finance company. As
part of his award, the arbitrator ordered that the finance
company ‘‘cause [the vehicle] to be returned to [A Bet-
ter Way].’’
The unrestricted submission here permitted the arbi-
trator to decide any claim or dispute between Rodriguez
and A Better Way, and its assigns, arising out of the
purchase or condition of the vehicle, or arising out
of the contract or a resulting relationship. Rodriguez
specifically requested on the face of the form that she
submitted demanding the arbitration in this case that
the contract be cancelled and that the purchase of the
vehicle be revoked. We conclude that it would be non-
sensical to conclude that the arbitrator had the author-
ity to cancel the contract and to revoke the purchase
but that he did not have the authority to decide what
happened to the vehicle that was the subject of the
purchase and the contract. Certainly, that could not be
the case. We agree with the trial court that the title to
the vehicle was at issue from the onset of this arbitration
and that the arbitrator did not exceed his power by
rendering an award that was beyond the scope of the
submission.
II
A Better Way also claims that the trial court improp-
erly ordered it to pay the attorney’s fees and costs of the
finance company in defending the arbitrator’s award.
Specifically, it sets forth two separate claims in its
appellate brief regarding the trial court’s award of attor-
ney’s fees to the finance company: (1) ‘‘The trial court
erred in concluding that the dealer agreement between
[A Better Way and the finance company] provided for
attorney’s fees and costs incurred by [the finance com-
pany]’’10; and (2) ‘‘The trial court erred in concluding
that [A Better Way] shall pay for attorney’s fees and
costs to [the finance company].’’ A Better Way also
argues that the arbitration provision in the dealer
agreement, specifically section 25 of the dealer
agreement, which contains a fee shifting provision; see
footnote 3 of this opinion; was ‘‘never invoked’’ during
this arbitration.11 We decline to review these claims
and arguments.
First, A Better Way fails to set forth any standard of
review for these claims. See Practice Book § 67-4 (d)
(‘‘[t]he argument on each point shall include a separate,
brief statement of the standard of review the appellant
believes should be applied’’); Thompson v. Rhodes, 125
Conn. App. 649, 651, 10 A.3d 537 (2010) (concluding
claim inadequately briefed when plaintiff failed, inter
alia, to provide standard of review); In re Adelina G.,
56 Conn. App. 40, 43, 740 A.2d 920 (1999) (declining to
review claim when respondent failed to provide stan-
dard of review and cited to legal authority that under-
mined argument).
Second, A Better Way provides a citation to only one
case, Steiger v. J.S. Builders, Inc., 39 Conn. App. 32,
38–39, 663 A.2d 432 (1995), for the proposition that
Steiger sets forth the factors that a court should con-
sider in assessing the reasonableness of an award of
attorney’s fees, despite its claims that there was no
basis for the trial court to award any fees whatsoever
for the finance company’s defense of the arbitration
award.12
In light of the foregoing, we decline to review these
claims on the basis of inadequate briefing. See Connect-
icut Light & Power Co. v. Gilmore, 289 Conn. 88, 124–
25, 956 A.2d 1145 (2008) (defendant’s claim deemed
abandoned, through inadequate briefing, because she
devoted little more than one page to discussion of claim,
and single case on which defendant relied for precedent
was not relevant to claim on appeal).
The judgment is affirmed.
In this opinion the other judges concurred.
1
Specifically, A Better Way briefs six claims and subclaims on appeal,
many of which overlap. It claims that the trial court erred: (1) ‘‘in concluding
that the arbitrator’s award was not ‘so imperfectly executed’ and that a
mutual, final, and definite award was made by the arbitrator’’; (1) (a) ‘‘the
arbitrator’s ruling on the repossession of the automobile is outside the scope
of the submission’’; (1) (b) ‘‘there is no applicable arbitration clause between
plaintiff [A Better Way] and [the] defendant [finance company]’’; (2) ‘‘as a
matter of law in concluding that the return of . . . [the] vehicle was implicit
in [Rodriquez’] demands on [A Better Way]’’; (3) ‘‘as a matter of law in
concluding that the arbitrator’s decision regarding [the] disposition of the
vehicle was within the parties’ submission agreement’’; (3) (a) ‘‘the submis-
sion in this case is not unrestricted and may be reviewed for errors of law
and the arbitrator made errors of law and the trial court adopted them’’;
(3) (b) ‘‘the award must be vacated under [General Statutes §] 52-418’’; (4)
‘‘in finding that the arbitrator’s order to return [Rodriguez’] vehicle to [A
Better Way] was a rational disposition of the property as it was outside the
scope of the submission’’; (5) ‘‘in finding that the dealer agreement between
[A Better Way] and [the finance company] provided for attorney’s fees and
costs incurred by [the finance company]’’; and (6) ‘‘in concluding that [A
Better Way] shall pay [attorney’s] fees and costs to [the finance company].’’
To avoid duplicative analysis, we have combined these claims.
2
The arbitration clause in A Better Way’s agreement with Rodriguez also
provides in relevant part: ‘‘Any arbitration under this Arbitration Clause
shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and
not by any state law concerning arbitration. . . . Any court having jurisdic-
tion may enter judgment on the arbitrator’s award.’’
The choice of law provision in the agreement provides that the agreement
shall be governed by federal and Connecticut law.
3
The arbitration clause of the dealer agreement between A Better Way
and the finance company, specifically section 25 of that agreement, provides
in relevant part: ‘‘The parties agree that . . . if any dispute . . . occurs
arising out of . . . this Agreement, at the request of a party, the parties
shall resolve such dispute by binding arbitration administered and conducted
under the then current Commercial Arbitration Rules of the American Arbi-
tration Association and Title 9 of the United States Code. The parties agree
that once one party has elected to arbitrate, binding arbitration is the exclu-
sive method for resolving any and all disputes and that by agreeing to
this arbitration provision and entering into this Agreement, the parties are
waiving their right to a jury trial. . . . The arbitrator shall apply and be
bound by governing state or federal law when making an award. . . . A
party may enter judgment on the award in any court of competent jurisdic-
tion. . . . The prevailing party in any arbitration proceeding, or judicial
action to enforce an arbitration determination or award, shall be entitled
to reimbursement from the other party for costs, filing fees, reasonable
pretrial, trial and appellate attorney’s fees . . . . The parties acknowledge
and agree that the Federal Arbitration Act (9 U.S.C. § 1 et seq.) shall govern
any arbitration under this arbitration provision and Agreement. All arbitra-
tion hearings shall take place in Spartanburg, South Carolina, unless the
parties mutually agree in writing on a different location to hold any such
arbitration hearing.’’
The choice of law provision in the dealer agreement provides that the
agreement shall be governed by the law of South Carolina.
4
We note that the arbitration clause in the dealer agreement and in A
Better Way’s agreement with Rodriguez each specify that any arbitration
proceeding shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1
et seq. Rodriguez’ agreement also specifically states that ‘‘[a]ny arbitration
under this Arbitration Clause shall be governed by the Federal Arbitration
Act (9 U.S.C. § 1 et seq.) and not by any state law concerning arbitration.’’
On appeal, A Better Way continues to argue the merits of its § 52-418
application to vacate an arbitration award specifically under Connecticut
law, without reference to the Federal Arbitration Act or any federal case
law. It also does not rely on the law of South Carolina in any of its claims
or arguments. See footnote 3 of this opinion. Furthermore, it makes no
claim of error concerning the trial court’s application of Connecticut law
in this case. Accordingly, we assume, without deciding, that Connecticut
law applies to this matter. Any claim to the contrary has been waived by
A Better Way.
5
In its application to vacate the award, A Better Way specifically requested:
‘‘Wherefore, [A Better Way] respectfully requests the court to vacate the
arbitration award due to the arbitrator exceeding his powers in awarding
title of the subject vehicle to American Credit Acceptance.’’ (Emphasis
added.) This appears to be a clerical error, which the parties and the court
apparently chose to disregard.
6
Section 52-419 provides: ‘‘(a) Upon the application of any party to an
arbitration, the superior court for the judicial district in which one of the
parties resides or, in a controversy concerning land, for the judicial district
in which the land is situated, or, when the court is not in session, any judge
thereof, shall make an order modifying or correcting the award if it finds
any of the following defects: (1) If there has been an evident material
miscalculation of figures or an evident material mistake in the description
of any person, thing or property referred to in the award; (2) if the arbitrators
have awarded upon a matter not submitted to them unless it is a matter
not affecting the merits of the decision upon the matters submitted; or (3)
if the award is imperfect in matter of form not affecting the merits of
the controversy.
‘‘(b) The order shall modify and correct the award, so as to effect the
intent thereof and promote justice between the parties.’’
7
After A Better Way filed its appeal, Rodriguez filed a motion for counsel
fees, which the court granted in the amount of $6500. A Better Way has not
amended its appeal to include a challenge to this award.
8
See Marshall v. Marshall, 119 Conn. App. 120, 135–36, 988 A.2d 314
(2010) (explaining the mosaic rule).
9
The finance company also argues that we should dismiss the challenge
to the portion of the award regarding the return of the vehicle because A
Better Way is not aggrieved by it; it actually inures to A Better Way’s benefit.
During oral argument before this court, the finance company also stated
that, if A Better Way does not want to accept title to the vehicle, it is willing
to keep the vehicle and that it has no objection to the vehicle being returned
to the finance company.
‘‘Two broad yet distinct categories of aggrievement exist, classical and
statutory. . . . Classical aggrievement requires a two part showing. First,
a party must demonstrate a specific, personal and legal interest in the subject
matter of the decision, as opposed to a general interest that all members
of the community share. . . . Second, the party must also show that the
. . . decision has specially and injuriously affected that specific personal
or legal interest. . . . Aggrievement does not demand certainty, only the
possibility of an adverse effect on a legally protected interest. . . .
‘‘Statutory aggrievement exists by legislative fiat, not by judicial analysis
of the particular facts of the case. In other words, in cases of statutory
aggrievement, particular legislation grants standing to those who claim injury
to an interest protected by that legislation.’’ (Internal quotation marks omit-
ted.) Mayer v. Historic District Commission, 325 Conn. 765, 772–73, 160
A.3d 333 (2017).
We conclude that A Better Way has standing to appeal. Section 52-418
provides in relevant part: ‘‘(a) Upon the application of any party to an
arbitration, the superior court for the judicial district in which one of the
parties resides or, in a controversy concerning land, for the judicial district
in which the land is situated or, when the court is not in session, any judge
thereof, shall make an order vacating the award if it finds any of the following
defects: . . . (4) if the arbitrators have exceeded their powers or so imper-
fectly executed them that a mutual, final and definite award upon the subject
matter submitted was not made.’’ (Emphasis added.)
There can be no dispute that A Better Way was a party to the arbitration
and that it applied to vacate the award on the ground that the arbitrator
exceeded his powers. Additionally, A Better Way argues that taking posses-
sion of the car is a burden on it, which, arguably, establishes ‘‘the possibility
of an adverse effect on a legally protected interest’’ required for classical
aggrievement. Mayer v. Historic District Commission, supra, 325 Conn.
773. Accordingly, A Better Way has standing to raise this issue on appeal.
10
Insofar as this claim could be read as challenging the trial court’s confir-
mation of the arbitrator’s award of attorney’s fees to the finance company,
a review of the pleadings reveals that A Better Way did not seek to vacate
the award on that ground. Rather, the only ground alleged in the application
to vacate was that the award was beyond the scope of the parties’ submission
because the arbitrator ordered that the finance company return the vehicle
to A Better Way. There also was nothing concerning the arbitrator’s award
of attorney fees to A Better Way in A Better Way’s memorandum in support
of its application to vacate. Furthermore, a thorough review of the trial
court’s decision reveals that it did not consider the propriety of the arbitra-
tor’s award of fees to costs to the finance company in its decision. Accord-
ingly, we consider any such claim waived.
11
On this issue, the finance company argues that A Better Way never
objected to its cross claims during arbitration, which clearly claimed a breach
of the dealer agreement and damages thereunder. During oral argument it
also argued that if A Better Way had objections to the cross claims and
their arbitrability, it could have filed an action in the Superior Court to
enjoin the arbitration of the cross claims or it could have raised an objection
before the arbitrator; A Better Way did neither. Therefore, the finance com-
pany argues, A Better Way waived any claim that the dealer agreement,
including section 25, did not apply. A Better Way responds that section 25
of the dealer agreement is severable from the rest of the dealer agreement
and that without specifically invoking that provision and undertaking the
specific arbitration procedures applicable under that provision, the parties
had proceeded with arbitration only under the finance agreement.
The arbitrator, although specifically finding that A Better Way had
breached the dealer agreement, did not mention section 25 in his written
award. The trial court concluded that the dealer agreement, including section
25, had been invoked by the finance company’s filing of cross claims at the
arbitration. The court awarded attorney’s fees and costs to the finance
company for its defense of the arbitration award through a modification of
the arbitration award specifically pursuant to § 52-419 (b). A Better Way
neither discusses nor mentions § 52-419 in its appellate brief or in its
reply brief.
12
Additionally, throughout these claims, A Better Way, although fully
acknowledging that section 17 of the dealer agreement specifically provides
that the ‘‘[d]ealer shall defend, indemnify, and hold Finance Company . . .
harmless from and against any and all, claims, losses, liabilities, damages,
injuries, costs, expenses, outside attorneys’ fees, court costs and other
amounts arising out of or resulting from (i) Dealer’s breach of this
Agreement,’’ asserts that it ‘‘did not breach any term of its contract with
[the finance company] and was therefore not liable for the reimbursement
of attorney’s fees under the dealer agreement, and the trial court erred in
awarding such attorney’s fees.’’ The contention that it ‘‘did not breach any
term of its contract,’’ in addition to being inadequately briefed, simply is
untenable in light of the specific unchallenged findings of the arbitrator.
Here, the arbitrator specifically found that the finance company prevailed
on its cross claim for breach of the dealer agreement, specifically section
9 (K) and section 17 (A) of the dealer agreement.
Section 9 (K) of the dealer agreement provides in relevant part: ‘‘In the
event a Buyer attempts to return or surrender the Vehicle to Dealer (e.g., a
voluntary repossession), Dealer shall immediately notify Finance Company,
which in no event shall exceed one (1) business day.’’