A Better Way Wholesale Autos, Inc. v. Saint Paul

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A BETTER WAY WHOLESALE AUTOS, INC. v.
JAMES SAINT PAUL ET AL.
(SC 20386)
Robinson, C. J., and McDonald, D’Auria,
Mullins, Kahn and Ecker, Js.
Syllabus
The plaintiff, an automobile dealership, sought to vacate an arbitration award
that was issued in favor of the defendants in connection with their
purchase of a vehicle from the plaintiff. The parties had entered into a
financing agreement that contained an arbitration clause providing, inter
alia, that any arbitration between the parties would be governed by the
Federal Arbitration Act (9 U.S.C. § 1 et seq.) and not by any state law
concerning arbitration. After the arbitrator ruled in favor of the defen-
dants, the plaintiff filed an application to vacate the arbitration award
in the trial court. The defendants opposed the plaintiff’s application to
vacate, claiming that the court lacked subject matter jurisdiction because
the plaintiff’s application was untimely under the state statute (§ 52-420
(b)) that imposed a thirty day limitation period for applications to vacate
an arbitration award. The court agreed and rendered judgment dismiss-
ing the plaintiff’s application to vacate as untimely. The plaintiff appealed
to the Appellate Court from the trial court’s judgment, contending that
its application to vacate was not untimely because the arbitration agree-
ment specified that the Federal Arbitration Act would govern any arbitra-
tion between the parties and the limitation period for a motion to vacate
an arbitration award under the applicable provision of that act (9 U.S.C.
§ 12) was three months. The Appellate Court affirmed the trial court’s
judgment, and the plaintiff, on the granting of certification, appealed to
this court. Held:
1. The trial court properly dismissed the plaintiff’s application to vacate an
arbitration award as untimely under § 52-420 (b), and, accordingly, the
Appellate Court properly affirmed the trial court’s judgment: this court
had repeatedly held that § 52-420 (b) unambiguously implicates a trial
court’s subject matter jurisdiction, and, therefore, the expiration of the
limitation period in § 52-420 (b) deprives a trial court of subject matter
jurisdiction over an application to vacate an arbitration award filed
pursuant to that statute; moreover, the plaintiff’s reliance on federal
cases for the proposition that § 52-420 (b) is not necessarily jurisdictional
was misplaced because those cases concerned the subject matter juris-
diction of federal courts with respect to certain federal statutes, not
Connecticut courts with respect to § 52-420 (b); furthermore, because
§ 52-420 (b) implicates a trial court’s subject matter jurisdiction, the
private agreement between the parties could neither confer subject
matter jurisdiction on the trial court nor cure the jurisdictional defect
arising from the plaintiff’s late filing.
2. The plaintiff could not prevail on its claims that § 52-420 (b) was preempted
by the Federal Arbitration Act and that the trial court’s dismissal of its
application to vacate an arbitration award conflicted with the obligation
imposed on state courts by a provision of that act (9 U.S.C. § 2) to
enforce arbitration agreements: § 52-420 (b) did not stand as an obstacle
to the accomplishment of the federal policy to enforce arbitration agree-
ments, as both parties had postarbitration rights to seek judicial enforce-
ment of the agreement to arbitrate under the Connecticut statutory
scheme, and the plaintiff did not argue that the thirty day limitation
period in § 52-420 (b) was prohibitively short such that a challenging
party lacks a meaningful opportunity to seek to vacate an arbitration
award; moreover, the application of § 52-420 (b) to the plaintiff’s applica-
tion to vacate did not treat an arbitration agreement differently from
any other contract, which was consistent with the purpose of the Federal
Arbitration Act; furthermore, this court found persuasive a federal case
that examined the relationship between § 52-420 (b) and the Federal
Arbitration Act and found no conflict preemption, and the plaintiff’s
reliance on Haywood v. Drown (556 U.S. 729), a case in which the
United States Supreme Court struck down a New York law that divested
state courts of jurisdiction over actions brought against correction offi-
cers pursuant to federal statute (42 U.S.C. § 1983), was unavailing, as
the relevant policy concern underlying the Federal Arbitration Act was
significantly different from the policy concerns underlying 42 U.S.C.
§ 1983, and the challenged state law in Haywood also was distinguishable
from § 52-420 (b).
Argued October 15, 2020—officially released April 15, 2021*
Procedural History
Application to vacate an arbitration award, brought to
the Superior Court in the judicial district of Waterbury,
where the defendants filed motions to confirm the
award and for attorney’s fees, and to dismiss the appli-
cation to vacate the award; thereafter, the case was
tried to the court, M. Taylor, J.; judgment dismissing
the application to vacate and granting the motions to
confirm and for attorney’s fees, from which the plaintiff
appealed to the Appellate Court, DiPentima, C. J., and
Lavine, Keller, Elgo, Bright and Moll, Js., with Sheldon
and Lavery, Js., dissenting, which affirmed the trial
court’s judgment, and the plaintiff, on the granting of
certification, appealed to this court. Affirmed.
Kenneth A. Votre, for the appellant (plaintiff).
Richard F. Wareing, with whom was Daniel S. Blinn,
for the appellees (defendants).
Opinion
McDONALD, J. This certified appeal requires us to
determine the statutory time limitation applicable to a
motion to vacate an arbitration award brought in state
court when review of the underlying arbitration is gov-
erned by the Federal Arbitration Act (FAA), 9 U.S.C.
§ 1 et seq., pursuant to a private arbitration agreement.
This determination presents two issues. First, we con-
sider whether the Connecticut thirty day time limitation
applicable to a motion to vacate an arbitration award,
General Statutes § 52-420 (b),1 implicates the subject
matter jurisdiction of our courts. Second, we consider
whether this state’s law is preempted by the FAA as a
result of an actual conflict between the different time
limitations contained in the two statutes.
The plaintiff, A Better Way Wholesale Autos, Inc.,
appeals from the judgment of the Appellate Court,
which affirmed the trial court’s judgment and con-
cluded, among other things, that the plaintiff’s applica-
tion to vacate an arbitration award rendered in favor
of the defendants, James Saint Paul and Julie J. Saint
Paul, was untimely under § 52-420 (b). See A Better
Way Wholesale Autos, Inc. v. Saint Paul, 192 Conn.
App. 245, 247, 257, 217 A.3d 996 (2019) (en banc). On
appeal, the plaintiff claims that the Appellate Court
incorrectly concluded that its application to vacate the
arbitration award was governed by the thirty day time
limit set forth in § 52-420 (b) in contravention of a pri-
vate agreement between the parties.
The Appellate Court’s decision sets forth the facts and
procedural history; id., 247–50; which we summarize in
relevant part. In 2015, the defendants bought a motor
vehicle from the plaintiff, and the parties entered into
an agreement to finance the purchase. The financing
agreement contained an arbitration clause that pro-
vided, among other things, that any dispute arising from
the defendants’ purchase of the vehicle would be
resolved by binding arbitration. The arbitration clause
contained a choice of law provision, which provided in
relevant part: ‘‘Any arbitration under this [a]rbitration
[p]rovision shall be governed by the [FAA] . . . and not
by any state law concerning arbitration. . . .’’ (Citation
omitted.) The clause further provided in relevant part:
‘‘Any court having jurisdiction may enter judgment on
the arbitrator’s award. . . .’’
Later that year, the defendants initiated an arbitration
proceeding, claiming, among other things, that the
plaintiff failed to disclose certain charges in violation
of the federal Truth in Lending Act, 15 U.S.C. § 1601 et
seq., and the Connecticut Unfair Trade Practices Act,
General Statutes § 42-110a et seq. On July 21, 2016, the
arbitrator ruled in favor of the defendants with respect
to the Truth in Lending Act claim and awarded damages,
attorney’s fees, and costs.
On August 26, 2016, the plaintiff filed an application
to vacate the arbitration award in the Superior Court
pursuant to the FAA, claiming that the arbitrator
exceeded his powers. The defendants opposed the
plaintiff’s application to vacate on the ground that the
trial court lacked subject matter jurisdiction. Specifi-
cally, the defendants argued that the plaintiff’s applica-
tion was untimely under § 52-420 (b), which imposes a
thirty day limitation period to seek to vacate an arbitra-
tion award. The trial court agreed with the defendants
and dismissed the plaintiff’s application to vacate as
untimely under § 52-420 (b). The plaintiff appealed from
the trial court’s judgment of dismissal to the Appellate
Court. Specifically, the plaintiff argued that its applica-
tion to vacate was not untimely because the arbitration
agreement specified that the FAA—and not any state
law provision—would apply, and the limitation period
for a motion to vacate an arbitration award under the
FAA is three months. See 9 U.S.C. § 12 (2012).
A three judge panel of the Appellate Court heard oral
argument. A Better Way Wholesale Autos, Inc. v. Saint
Paul, supra, 192 Conn. App. 250 n.3. Thereafter, pursu-
ant to Practice Book § 70-7 (b), the court, sua sponte,
ordered reargument en banc. Id. The Appellate Court
also ordered the parties to file supplemental briefs
addressing, among other things, the applicability of that
court’s decision in Doctor’s Associates, Inc. v. Searl,
179 Conn. App. 577, 180 A.3d 996 (2018), overruled in
part by A Better Way Wholesale Autos, Inc. v. Saint
Paul, 192 Conn. App. 245, 217 A.3d 996 (2019) (en banc).
See A Better Way Wholesale Autos, Inc. v. Saint Paul,
supra, 250 n.3. The Appellate Court subsequently
affirmed the judgment of the trial court. Id., 265. Rele-
vant to this appeal, it concluded that parties cannot,
‘‘as a matter of law, agree to have the FAA’s three
month limitation period set forth in 9 U.S.C. § 12 apply
to a vacatur proceeding filed in Connecticut state court
so as to supplant or override the thirty day limitation
period in § 52-420 (b).’’ (Emphasis in original.) Id., 252.
It reasoned that this court has repeatedly held that the
thirty day limitation period in § 52-420 (b) is subject
matter jurisdictional. Id., 255. It also noted that ‘‘parties
cannot agree to confer subject matter jurisdiction on
a court . . . [or] waive the lack of subject matter juris-
diction.’’ Id., 257. Finally, the Appellate Court overruled
Doctor’s Associates, Inc., ‘‘insofar as [that decision
stood] for the proposition that, as a matter of contract
interpretation, parties can agree to have’’ the FAA’s
three month limitation period supplant the thirty day
limitation period prescribed by § 52-420 (b). Id., 260.
Two members of the en banc court dissented. The
dissent conceded that the FAA did not preempt § 52-
420 (b); id., 269 (Lavery, J., dissenting); but explained
that it would nevertheless apply the three month limita-
tion period to give effect to the FAA’s bedrock principle
of contractual freedom. See id., 268–69, 275 (Lavery,
J., dissenting). The dissent noted that ‘‘the parties
agreed to be bound by the FAA in its entirety,’’ including
the time limitation period contained in 9 U.S.C. § 12.
Id., 267 (Lavery, J., dissenting). Finally, the dissent
reasoned that the thirty day limitation period in § 52-
420 (b) was not properly characterized as subject matter
jurisdictional because it ‘‘could be considered an ele-
ment necessary to establish a right, and, therefore, sub-
stantive in nature.’’ Id., 272–73 (Lavery, J., dissenting).
Thereafter, the plaintiff filed a petition for certifica-
tion to appeal, which we granted, limited to the follow-
ing issue: ‘‘Did the Appellate Court correctly conclude
that parties to an arbitration agreement did not avoid
Connecticut’s thirty day statutory deadline for filing an
application to vacate an arbitration award set forth in
. . . § 52-420 (b) by including in their agreement a
choice of law provision stating that any arbitration shall
be governed by the [FAA] . . . which contains a three
month deadline for filing a motion to vacate?’’ (Citation
omitted.) A Better Way Wholesale Autos, Inc. v. Saint
Paul, 333 Conn. 935, 218 A.3d 593 (2019).
On appeal, the plaintiff contends that the arbitration
clause contained in the parties’ financing agreement
requires the application of the FAA in all respects,
including its three month limitation period for filing a
motion to vacate. See 9 U.S.C. § 12 (2012). Specifically,
the plaintiff contends that we should reverse the judg-
ment of the Appellate Court because § 52-420 (b) is not
subject matter jurisdictional. The plaintiff also argues
that, even if we were to conclude that § 52-420 (b) is
subject matter jurisdictional, reversal is required
because that statute is preempted by the FAA. The
defendants disagree and contend that the Appellate
Court correctly determined that state law governs the
timeliness question because § 52-420 (b) is subject mat-
ter jurisdictional. The defendants also argue that the
FAA does not preempt § 52-420 (b).
As the Appellate Court noted, whether the plaintiff’s
application to vacate was untimely ‘‘depends on
whether state or federal law controls the limitation
period in which the plaintiff was required to file such
application.’’ A Better Way Wholesale Autos, Inc. v.
Saint Paul, supra, 192 Conn. App. 252. This question
is a legal one, as are the incorporated issues concerning
the trial court’s subject matter jurisdiction and federal
preemption of a state statute. Therefore, our review is
plenary. ‘‘We have long held that because [a] determina-
tion regarding a trial court’s subject matter jurisdiction
is a question of law, our review is plenary. . . . More-
over . . . [s]ubject matter jurisdiction involves the
authority of the court to adjudicate the type of contro-
versy presented by the action before it. . . . [A] court
lacks discretion to consider the merits of a case over
which it is without jurisdiction . . . .’’ (Footnote omit-
ted; internal quotation marks omitted.) Bloomfield v.
United Electrical, Radio & Machine Workers of
America, Connecticut Independent Police Union,
Local 14, 285 Conn. 278, 286, 939 A.2d 561 (2008). Fur-
thermore, ‘‘[j]urisdiction of the [subject matter] is the
power [of the court] to hear and determine cases of
the general class to which the proceedings in question
belong. . . . A court has subject matter jurisdiction if
it has the authority to adjudicate a particular type of
legal controversy.’’ (Internal quotation marks omitted.)
Rayhall v. Akim Co., 263 Conn. 328, 339, 819 A.2d 803(2003). In addition, the question of preemption ‘‘is a
question of law and, therefore, our review is plenary.’’
Hackett v. J.L.G. Properties, LLC, 285 Conn. 498, 503,
940 A.2d 769 (2008).
We begin with the plaintiff’s contention that § 52-420
(b) is not subject matter jurisdictional. This question
requires an examination of the state law procedures
governing a motion to vacate an arbitration award in
state court. Section 52-420 (b) provides: ‘‘No motion to
vacate, modify or correct an award may be made after
thirty days from the notice of the award to the party
to the arbitration who makes the motion.’’ We have
explained that ‘‘[a] proceeding to vacate an arbitration
award is not a civil action, but is rather a special statu-
tory proceeding. . . . Section 52-420 (b) requires that
a motion to vacate an arbitration award be filed within
thirty days of the notice of the award to the moving
party.’’ (Citations omitted.) Middlesex Ins. Co. v. Cas-
tellano, 225 Conn. 339, 344, 623 A.2d 55 (1993).
We have repeatedly held that § 52-420 (b) unambigu-
ously implicates a court’s subject matter jurisdiction.
For example, in Middlesex Ins. Co., we stated: ‘‘If the
[application to vacate the arbitration award] is not filed
within the thirty day time limit, the trial court does not
have subject matter jurisdiction over the [application].’’
Id., citing Vail v. American Way Homes, Inc., 181 Conn.
449, 452–53, 435 A.2d 993 (1980). In addition, we have
reasoned that the expiration of the limitation period
deprives the trial court of subject matter jurisdiction
over any ground to vacate the arbitration award, even
if the ground to vacate is raised by way of an opposition
to the prevailing party’s timely filed application to con-
firm the arbitration award. See Wu v. Chang, 264 Conn.
307, 309–10, 313–14, 823 A.2d 1197 (2003). Most
recently, we have held that a trial court lacked subject
matter jurisdiction over an untimely motion to vacate
when the substantive claim was based in common law
rather than the statutory scheme governing arbitration;
see Bloomfield v. United Electrical, Radio & Machine
Workers of America, Connecticut Independent Police
Union, Local 14, supra, 285 Conn. 279–80; because the
‘‘broad language [of § 52-420 (b)] plainly states that the
[limitation] period applies regardless of the grounds for
the motion to vacate.’’ Id., 287. Accordingly, there is an
abundance of authority stating that a trial court lacks
subject matter jurisdiction over a motion to vacate an
arbitration award that is filed outside the thirty day
time limit. See, e.g., id., 280, 284; Wu v. Chang, supra,
312; Middlesex Ins. Co. v. Castellano, supra, 225 Conn.
344; see also, e.g., Vail v. American Way Homes, Inc.,
supra, 452–53; cf. Middletown v. Police Local, No. 1361,
187 Conn. 228, 231, 445 A.2d 322 (1982) (plaintiff
invoked statutory jurisdiction of trial court when it filed
application to vacate arbitration award). In this case,
the plaintiff filed its application to vacate the arbitration
award on August 26, 2016, more than thirty days after
it received notice of the award on July 21, 2016. There-
fore, the trial court lacked subject matter jurisdiction
over the plaintiff’s motion.
The plaintiff does not contend that we should over-
rule this line of cases stating that § 52-420 (b) is subject
matter jurisdictional. Rather, the plaintiff asserts that
§ 52-420 (b) is not necessarily jurisdictional merely
because it contains a time limitation. In support of this
argument, the plaintiff relies on two cases from federal
courts that interpreted federal statutes. In the first case,
the United States Supreme Court evaluated the thirty
day time period in the Equal Access to Justice Act, 28
U.S.C. § 2412 (d) (1) (B), that limits an application for
attorney’s fees when the applicant prevailed in an action
against the government. Scarborough v. Principi, 541
U.S. 401, 405, 413, 124 S. Ct. 1856, 158 L. Ed. 2d 674(2004). The court held that this limitation period did not
implicate the subject matter jurisdiction of the federal
courts. Id., 414. In the second case, the United States
District Court for the District of Columbia held that the
three month limitation period on a motion to vacate an
arbitration award contained in § 12 of the FAA was
nonjurisdictional. Equitas Disability Advocates, LLC
v. Daley, Debofsky & Bryant, P.C., 177 F. Supp. 3d
197, 218 (D.D.C.), aff’d sub nom. Equitas Disability
Advocates, LLC v. Feigenbaum, 672 Fed. Appx. 13 (D.C.
Cir. 2016).
The plaintiff’s reliance on these cases is unpersua-
sive. Both cases concerned the subject matter jurisdic-
tion of federal courts with respect to certain federal
statutes, not Connecticut state courts with respect to
the particular statute at issue in this case, § 52-420 (b).
Consequently, the nonjurisdictional nature of the limita-
tion periods in those two federal statutes does not per-
suade us that the thirty day limitation period contained
in § 52-420 (b) is likewise nonjurisdictional. Moreover,
the plaintiff does not explain how either case counsels
overruling this court’s holdings in Middlesex Ins. Co.,
Wu, and Bloomfield that § 52-420 (b) is subject matter
jurisdictional.2
Necessarily following our conclusion that § 52-420
(b) implicates a trial court’s subject matter jurisdiction,
we likewise conclude that the choice of law provision
contained in the parties’ private agreement could nei-
ther enlarge the trial court’s jurisdiction over the plain-
tiff’s application nor waive the jurisdictional defect. ‘‘It
is hornbook law that the parties cannot confer subject
matter jurisdiction on a court by consent, waiver,
silence or agreement.’’ Hayes v. Beresford, 184 Conn.
558, 562, 440 A.2d 224 (1981). ‘‘A conclusion that a time
limit is subject matter jurisdictional has very serious
and final consequences. It means that . . . a subject
matter jurisdictional defect may not be waived . . .
and that subject matter jurisdiction, if lacking, may not
be conferred by the parties, explicitly or implicitly.’’
(Citations omitted.) Williams v. Commission on
Human Rights & Opportunities, 257 Conn. 258, 266,
777 A.2d 645 (2001). Because the parties’ private agree-
ment could neither confer subject matter jurisdiction
on the trial court nor cure the jurisdictional defect aris-
ing from the plaintiff’s late filing, the trial court properly
dismissed the plaintiff’s application to vacate as untimely.
In addition, the Appellate Court properly overruled Doc-
tor’s Associates, Inc., ‘‘insofar as [that decision stood]
for the proposition that, as a matter of contract interpre-
tation, parties can agree to have ‘the procedure for
moving to vacate an arbitration award [in Connecticut
state court] governed by federal law.’ ’’ A Better Way
Wholesale Autos, Inc. v. Saint Paul, supra, 192 Conn.
App. 260, quoting Doctor’s Associates, Inc. v. Searl, supra,
179 Conn. App. 586.
Notwithstanding our conclusion that the trial court
lacked subject matter jurisdiction over the plaintiff’s
application to vacate because it was untimely under
§ 52-420 (b), the plaintiff claims that this statutory provi-
sion is preempted by the FAA. Specifically, the plaintiff
points to § 2 of the FAA, which provides in relevant
part that a written agreement to arbitrate ‘‘shall be valid,
irrevocable, and enforceable, save upon such grounds
as exist at law or in equity for the revocation of any
contract.’’ 9 U.S.C. § 2 (2012). The plaintiff argues that
the trial court’s dismissal of its application to vacate
conflicted with the obligation imposed on state courts
by § 2 of the FAA to enforce arbitration agreements.
‘‘The question of preemption is one of federal law,
arising under the supremacy clause of the United States
constitution.’’ (Internal quotation marks omitted.)
Hackett v. J.L.G. Properties, LLC, supra, 285 Conn. 504.
The supremacy clause of the United States constitution
provides in relevant part that federal law ‘‘shall be the
supreme Law of the Land; and the Judges in every State
shall be bound thereby, any Thing in the Constitution
or Laws of any State to the Contrary notwithstanding.’’
U.S. Const., art. VI, cl. 2. The United States Supreme
Court has recognized three forms of preemption that
derive from the supremacy clause: express preemption,
whereby a federal statute expressly states Congress’
intent to preempt state law; field preemption, whereby
a federal statute ‘‘so thoroughly occupies a legislative
field as to make reasonable the inference that Congress
left no room for the [s]tates to supplement it’’; and
conflict preemption, whereby state law actually con-
flicts with federal law. (Internal quotation marks omit-
ted.) Cipollone v. Liggett Group, Inc., 505 U.S. 504, 516,
112 S. Ct. 2608, 120 L. Ed. 2d 407 (1992).
The United States Supreme Court has stated that
‘‘[t]he FAA contains no express pre-emptive provision,
nor does it reflect a congressional intent to occupy the
entire field of arbitration.’’ Volt Information Sciences,
Inc. v. Board of Trustees of Leland Stanford Junior
University, 489 U.S. 468, 477, 109 S. Ct. 1248, 103 L.
Ed. 2d 488 (1989). The plaintiff’s argument therefore
rests on conflict preemption. Under this form of pre-
emption, ‘‘state law may nonetheless be pre-empted to
the extent that it actually conflicts with federal law—
that is, to the extent that it stands as an obstacle to the
accomplishment and execution of the full purposes and
objectives of Congress.’’ (Internal quotation marks
omitted.) Id.; see also Edgar v. MITE Corp., 457 U.S.
624, 631, 102 S. Ct. 2629, 73 L. Ed. 2d 269 (1982) (‘‘[o]f
course, a state statute is void to the extent that it actu-
ally conflicts with a valid federal statute . . . and [a]
conflict will be found [when] compliance with both
federal and state regulations is a physical impossibility
. . . or [when] the state law stands as an obstacle to
the accomplishment and execution of the full purposes
and objectives of Congress’’ (citation omitted; internal
quotation marks omitted)).
A review of the purposes of the FAA informs our
analysis of whether it preempts our state law as a result
of an actual conflict between the statutes. Congress’
primary purpose in enacting the FAA was ‘‘to overrule
the judiciary’s longstanding refusal to enforce agree-
ments to arbitrate . . . and place such agreements [on]
the same footing as other contracts . . . .’’ (Citations
omitted; internal quotation marks omitted.) Volt Infor-
mation Sciences, Inc. v. Board of Trustees of Leland
Stanford Junior University, supra, 489 U.S. 474. Sec-
tion 2 of the FAA ‘‘establishes an equal-treatment princi-
ple: A court may invalidate an arbitration agreement
based on ‘generally applicable contract defenses’ like
fraud or unconscionability, but not on legal rules that
‘apply only to arbitration or that derive their meaning
from the fact that an agreement to arbitrate is at issue.’
AT&T Mobility, LLC v. Concepcion, 563 U.S. 333, 339,
131 S. Ct. 1740, 179 L. Ed. 2d 742 (2011). The FAA
thus preempts any state rule discriminating on its face
against arbitration . . . .’’ Kindred Nursing Centers
Ltd. Partnership v. Clark, U.S. , 137 S. Ct. 1421,
1426, 197 L. Ed. 2d 806 (2017). ‘‘There is no federal
policy favoring arbitration under a certain set of proce-
dural rules; the federal policy is simply to ensure the
enforceability, according to their terms, of private
agreements to arbitrate.’’ Volt Information Sciences,
Inc. v. Board of Trustees of Leland Stanford Junior
University, supra, 476.
Moreover, ‘‘[a]s for jurisdiction over controversies
touching arbitration, the [FAA] does nothing, being
something of an anomaly in the field of [federal court]
jurisdiction in bestowing no federal jurisdiction but
rather requiring an independent jurisdictional basis.’’
(Internal quotation marks omitted.) Hall Street Associ-
ates, LLC v. Mattel, Inc., 552 U.S. 576, 581–82, 128 S.
Ct. 1396, 170 L. Ed. 2d 254 (2008). Therefore, ‘‘[g]iven
the substantive supremacy of the FAA, but [its] nonju-
risdictional cast, state courts have a prominent role to
play as enforcers of agreements to arbitrate.’’ Vaden v.
Discover Bank, 556 U.S. 49, 59, 129 S. Ct. 1262, 173 L.
Ed. 2d 206 (2009).
We conclude that § 52-420 (b) does not stand as an
obstacle to the accomplishment of the federal policy to
enforce arbitration agreements.3 Under the Connecticut
statutory scheme, both parties have postarbitration
rights to seek judicial enforcement of the agreement to
arbitrate. General Statutes § 52-417 provides the prevail-
ing party one year to seek confirmation of the award;
§ 52-420 (b) provides the challenging party thirty days
to seek to vacate or modify the award. The plaintiff
does not argue that thirty days is prohibitively short
such that a challenging party lacks a meaningful oppor-
tunity to seek to vacate an arbitration award. Therefore,
the thirty day time limitation contained in § 52-420 (b)
does not interfere with the plaintiff’s right to challenge
the arbitration award and, in doing so, to enforce the
arbitration agreement. Indeed, far from standing as an
obstacle, the time limitation actually furthers the FAA’s
‘‘national policy favoring arbitration with just the lim-
ited [judicial] review needed to maintain arbitration’s
essential virtue of resolving disputes straightaway.’’
Hall Street Associates, LLC v. Mattel, Inc., supra, 552
U.S. 588.
Moreover, consistent with the purpose of the FAA,
application of § 52-420 (b) to the plaintiff’s application
to vacate does not treat an arbitration agreement differ-
ently from any other contract. See Volt Information
Sciences, Inc. v. Board of Trustees of Leland Stanford
Junior University, supra, 489 U.S. 474 (purpose of FAA
is to ‘‘place such agreements [on] the same footing as
other contracts’’ (internal quotation marks omitted)).
The well established rule that a jurisdictional defect
may not be waived applies equally to a purported waiver
arising during litigation and to a purported waiver con-
tained in a private agreement. See Hayes v. Beresford,
supra, 184 Conn. 562 (‘‘[i]t is hornbook law that the
parties cannot confer subject matter jurisdiction on
a court by . . . agreement’’). Therefore, the parties’
contractual provision specifying that the FAA would
govern the arbitration agreement could not serve to
waive a subject matter jurisdictional defect in state
court resulting from noncompliance with § 52-420 (b).
In this way, § 52-420 (b) does not discriminate against
arbitration agreements; rather, it equates them with
certain contract actions brought in state court that are
subject to jurisdictional limitation periods under
state law.
In addition, we are persuaded by the United States
Court of Appeals for the District of Columbia Circuit,
which examined the relationship between § 52-420 (b)
and the FAA and found no conflict preemption. See
Ekstrom v. Value Health, Inc., 68 F.3d 1391, 1393, 1396
(D.C. Cir. 1995). In that case, the parties’ arbitration
agreement specified that Connecticut law would govern
any disputes, but the plaintiffs’ petition to vacate was
filed in the United States District Court for the District
of Columbia outside the thirty day time limitation con-
tained in § 52-420 (b).4 Id., 1393. The District of Colum-
bia Circuit rejected the plaintiffs’ argument that the
FAA preempted § 52-420 (b), reasoning that ‘‘Connecti-
cut law surely does not conflict with the FAA’s ‘primary
purpose.’ ’’ Id., 1396. Although the choice of law provi-
sion in Ekstrom provided that Connecticut law, and
not federal law, governed the agreement, the court’s
preemption analysis applies with equal force here.
Our conclusion is also consistent with those of two
other state supreme courts. The Supreme Court of
Pennsylvania held that the FAA did not preempt a state
statute that provided for a thirty day limitation period
on a petition to vacate an arbitration award filed in
state court. Moscatiello v. J.J.B. Hilliard, W.L. Lyons,
Inc., 595 Pa. 596, 603, 939 A.2d 325 (2007). The court
reasoned that the state law time limitation ‘‘provide[s]
for the enforcement of arbitration of contract and other
disputes, [and, therefore] [it] foster[s] the federal policy
favoring arbitration enforcement.’’ Id. The court further
reasoned that ‘‘[t]he FAA does not preempt the proce-
dural rules governing arbitration in state courts, as that
is beyond its reach.’’ Id.Similarly, the Supreme Court of Kentucky held that
the FAA did not preempt state procedural law applica-
ble to a motion to vacate an arbitration award filed in
state court. Atlantic Painting & Contracting, Inc. v.
Nashville Bridge Co., 670 S.W.2d 841, 846 (Ky. 1984).
The court reasoned that ‘‘[t]he [FAA] covers both sub-
stantive law and a procedure for federal courts to follow
[when] a party to arbitration seeks to enforce or vacate
an arbitration award in federal court. The procedural
aspects are confined to federal cases.’’ (Emphasis in
original.) Id. These cases support our conclusion that
a state law time limitation applicable to a motion to
vacate an arbitration award brought in state court, such
as that set forth in § 52-420 (b), does not stand as an
obstacle to the accomplishment of any policy underly-
ing the FAA.
The plaintiff argues that the United States Supreme
Court’s decision in Haywood v. Drown, 556 U.S. 729,
129 S. Ct. 2108, 173 L. Ed. 2d 920 (2009), supports its
contention that the FAA preempts § 52-420 (b).5 In that
case, the court struck down a New York law that
divested jurisdiction from state courts over actions
brought against correction officers under 42 U.S.C.
§ 1983. Id., 731, 741–42. The court reasoned that a state
court ‘‘cannot employ a jurisdictional rule to dissociate
[itself] from federal law because of disagreement with
its content or a refusal to recognize the superior author-
ity of its source.’’ (Internal quotation marks omitted.)
Id., 736. In other words, ‘‘[a] jurisdictional rule cannot
be used as a device to undermine federal law, no matter
how evenhanded it may appear.’’ Id., 739. The plaintiff
argues that this principle applies with equal force here:
Connecticut courts cannot employ § 52-420 (b), despite
its subject matter jurisdictional nature, to decline to
enforce the FAA and undermine attendant federal pol-
icy.
The plaintiff’s reliance on Haywood is unpersuasive.
The federal statute at issue in Haywood, 42 U.S.C.
§ 1983, ‘‘create[d] a remedy for violations of federal
rights committed by persons acting under color of state
law.’’ Id., 731. The relevant policy concern underlying
the FAA—equal enforcement of private agreements to
arbitrate legal disputes—is so different in kind from
the policy concerns underlying § 1983 as to render Hay-
wood inapposite. Indeed, as we previously noted, the
FAA carries ‘‘no federal policy favoring arbitration
under a certain set of procedural rules . . . .’’ Volt
Information Sciences, Inc. v. Board of Trustees of
Leland Stanford Junior University, supra, 489 U.S. 476.
In addition, the challenged state law in Haywood is
also distinguishable from § 52-420 (b) because the New
York law was ‘‘effectively an immunity statute cloaked
in jurisdictional garb,’’ entirely divesting state courts of
jurisdiction over certain actions. Haywood v. Drown,
supra, 556 U.S. 742. In contrast, § 52-420 (b) contains
a conventional jurisdictional time limitation, which
effectively furthers both state and federal policy
favoring finality of arbitration judgments. It does not
prevent a party from challenging an arbitration award
in state court; it merely limits a party’s ability to chal-
lenge an arbitration award to thirty days, a period of
time that is not prohibitively short. Section 52-420 (b)
bears no resemblance to the state statute at issue in
Haywood, and, therefore, it does not implicate analo-
gous concerns. Indeed, the majority in that case
expressly limited its holding to ‘‘the unique scheme
adopted by the [s]tate of New York’’ in response to
the dissent’s concern that the case would be broadly
applied to strike down all state jurisdictional rules.
Id., 741.
In sum, we conclude that the thirty day limitation
period set forth in § 52-420 (b) applies to the plaintiff’s
application to vacate.6 It is undisputed that the plaintiff’s
application was filed more than thirty days after the
plaintiff received notice of the arbitration award.
Accordingly, the trial court properly dismissed the
plaintiff’s application to vacate as untimely under § 52-
420 (b).
The judgment of the Appellate Court is affirmed.
In this opinion the other justices concurred.
* April 15, 2021, the date that this decision was released as a slip opinion,
is the operative date for all substantive and procedural purposes.
1
Throughout the opinion, we refer to both a ‘‘motion’’ to vacate an arbitra-
tion award and an ‘‘application’’ to vacate an arbitration award. The relevant
statutes employ both terms in different provisions. Section 52-420 (b) sets
a thirty day time limit for both an application to vacate filed by the party
that lost in the underlying arbitration, as well as a motion or opposition
filed by such party in response to the prevailing party’s application to confirm
the arbitration award. See Wu v. Chang, 264 Conn. 307, 309–11, 823 A.2d
1197 (2003). We employ both terms as appropriate for technical precision;
however, there is no substantive distinction between them.
2
Additionally, the plaintiff repeats the suggestion raised by the dissent
in the Appellate Court that the time limitation in § 52-420 (b) ‘‘could be
considered an element necessary to establish a right, and, therefore, substan-
tive in nature.’’ (Emphasis added.) A Better Way Wholesale Autos, Inc. v.
Saint Paul, supra, 192 Conn. App. 272–73 (Lavery, J., dissenting). In support
of this proposition, the plaintiff cites to Baxter v. Sturm, Ruger & Co., 230
Conn. 335, 644 A.2d 1297 (1994), in which we considered whether an Oregon
statute of repose was properly classified as substantive, and therefore sub-
ject matter jurisdictional, or procedural under Connecticut choice of law
principles. See id., 338–39. However, the plaintiff does not articulate the
consequence of this suggestion, the relevance of our choice of law holding
in Baxter, or why the Appellate Court dissent’s sparse language on this
point counsels overruling our unequivocal holdings in Middlesex Ins. Co.,
Wu, and Bloomfield that § 52-420 (b) is subject matter jurisdictional.
3
The dissenting Appellate Court judges agreed with this conclusion: ‘‘I
do not mean to say that the FAA preempts the General Statutes regarding
arbitration. That would be contrary to clear United States Supreme Court
precedent.’’ A Better Way Wholesale Autos, Inc. v. Saint Paul, supra, 192
Conn. App. 269 (Lavery, J., dissenting).
4
The federal District Court in the District of Columbia had diversity
jurisdiction over the action. See Ekstrom v. Value Health, Inc., supra, 68
F.3d 1392–94. The District of Columbia Circuit concluded that the thirty
day time limitation in § 52-420 (b), properly characterized as jurisdictional
under Connecticut law, applied to the plaintiffs’ petition to vacate pursuant
to the arbitration agreement provision for Connecticut law. Id., 1395. This
conclusion is not inconsistent with our holding here: although the parties’
arbitration agreement in the present case specified that federal law and not
state law would govern, the plaintiff filed its application to vacate in state
court, which is bound by § 52-420 (b) regardless of the governing substantive
law. Together, Ekstrom and our holding here stand for the proposition that
§ 52-420 (b) applies to (1) an application to vacate an arbitration award
brought under Connecticut state law in any court, and (2) an application
to vacate an arbitration award brought under any law in a Connecticut state
court. In addition, Ekstrom and our holding in the present case establish
that in neither circumstance is § 52-420 (b) preempted by the FAA.
5
The plaintiff also argues that a case from the United States District
Court for the District of Massachusetts supports its contention that the FAA
preempts § 52-420 (b). In Kiewit/Atkinson/Kenny v. International Brother-
hood of Electrical Workers, Local 103, AFL-CIO, 43 F. Supp. 2d 132, 133 (D.
Mass. 1999) (Kiewit), the plaintiff brought an action to vacate an arbitration
award in federal court under the FAA. The District Court, exercising diversity
jurisdiction, rejected the defendant’s argument that the timeliness of the
action was governed by a thirty day limitation period contained in a substan-
tively related state law. Id. The plaintiff in the present case argues that the
FAA’s three month time limitation should govern because, like in Kiewit,
the plaintiff brought the application to vacate under the FAA. The plaintiff,
however, disregards a crucial difference between Kiewit and the present
case, namely, that the action to vacate in Kiewit was brought under federal
law in federal court. The plaintiff here brought its application under federal
law in state court. As a result, the plaintiff is required to comply with the
jurisdictional requirements that bind the state court.
6
The parties disagree as to whether the plaintiff could have brought the
application to vacate in federal court rather than in state court. As we
discussed, it is undisputed that the FAA does not create subject matter
jurisdiction in federal courts. Therefore, a federal court must have an inde-
pendent basis of subject matter jurisdiction over an FAA claim. See, e.g.,
Vaden v. Discover Bank, supra, 556 U.S. 59; Hall Street Associates, LLC v.
Mattel, Inc., supra, 552 U.S. 581–82. An independent basis of jurisdiction
may be established, among other ways, through (1) diversity of citizenship;
see, e.g., Equitas Disability Advocates, LLC v. Daley, Debofsky & Bryant,
P.C., supra, 177 F. Supp. 3d 204; Kiewit/Atkinson/Kenny v. International
Brotherhood of Electrical Workers, Local 103, AFL-CIO, 43 F. Supp. 2d 132,
135 (D. Mass. 1999); or (2) federal question jurisdiction over the underlying
dispute pursuant to 28 U.S.C. § 1331. See, e.g., Vaden v. Discover Bank,
supra, 59–60; see also, e.g., id., 62 (approving ‘‘ ‘look through’ ’’ approach
to determine whether federal court has federal question jurisdiction under
FAA). The plaintiff argues that state court was its only avenue to vacate
the arbitration award because a federal court would not have had diversity
jurisdiction. The defendants argue that the underlying dispute, which con-
cerned the plaintiff’s obligations under the federal Truth in Lending Act,
would have supported federal question jurisdiction over the plaintiff’s appli-
cation to vacate had it been filed in federal court. We express no opinion
on the question of whether a federal court could have exercised jurisdiction
over the plaintiff’s application.