DOCTOR'S ASSOCIATES, INC.
SUSAN E. SEARL ET AL.
October 23, 2017
T. Garosshen, with whom were Karen L. Dowd and, on the brief,
Kimberly A. Knox and Myles H. Alderman, Jr., for the
J. Mottola III, for the appellee (plaintiff).
Alvord, Sheldon and Bishop, Js.
defendants, Susan E. Searl and Randy A. Searl, doing business
as Subway store number 34648, appeal from the judgment of the
trial court, effectively dismissing their motion to vacate an
arbitration award for lack of subject matter jurisdiction and
granting the application of the plaintiff, Doctor's
Associates, Inc., to confirm that award. On appeal, the
defendants claim that the court should have applied federal
law, or alternatively New York law, instead of Connecticut
law, in determining whether they timely filed their motion to
vacate. We conclude that the court should have applied
federal law in determining the timeliness of the
defendants' motion to vacate and, accordingly, reverse
the judgment of the trial court and remand the case for
following facts and procedural history are relevant to this
appeal. The defendants owned and operated three Subway
restaurant franchises under separate franchise agreements.
Only one of the defendants' stores, store number 34648
(store), and the franchise agreement for that store
(franchise agreement), are at issue in this case. In October,
2013, the plaintiff notified the defendants that they were
noncompliant with certain requirements of the franchise
agreement regarding their operation of the store. In
February, 2014, the parties entered into a probationary
agreement, which provided that if the defendants were
compliant with the franchise agreement for three months, they
would be reinstated as franchisees of the store.
April 3, 2014, the plaintiff filed a demand for arbitration
with the American Dispute Resolution Center (center),
claiming that the defendants had breached the franchise and
probationary agreements. The defendants received notice of
the plaintiff's initiation of the arbitration proceeding
even though the mailing address on the notice was incorrect.
On May 1, 2014, Susan Searl contacted the plaintiff to
discuss the arbitration and spoke to Jill Fernandez, a case
manager in the plaintiff's office. Fernandez explained
that the defendants ‘‘would be receiving further
information regarding the arbitration process, the selection
of an arbitrator, and the scheduling of a hearing date,
'' and that they should ‘‘expect to
receive further documentation in June or July
.'' Fernandez also explained that the
defendants ‘‘did not need to make any further
decisions or take any further actions until [they] received
the information regarding the process for selecting an
20, 2014, the arbitrator found in favor of the plaintiff and
issued an award in its favor. The defendants received notice
of the award ‘‘as early as June 26, 2014, and no
later than July 1, 2014.'' Along with the notice of
the award, the defendants received, for the
first time, notice regarding the selection of an
arbitrator and the deadline for the submission of evidence in
the arbitration proceeding. A representative from the center
informed Susan Searl that the reason the defendants had not
received any communications from the center between April and
June, 2014, was that ‘‘the plaintiff
[had] provided the [center] with the wrong address.''
(Emphasis added.) On June 26, 2014, a representative of the
plaintiff informed the defendants that, in light of the
arbitrator's award, there was nothing they could do
‘‘other than sell or close [the store].''
plaintiff filed an application to confirm the arbitration
award in the Superior Court on August 8, 2014. On September
4, 2014, the defendants, representing themselves, filed a
pleading entitled ‘‘Objection to Confirmation
Award.'' This pleading explained that the
defendants had never received notice of the arbitration
hearing date and included numerous notes detailing arguments
the defendants would have made had they been given the
opportunity to present their case to the arbitrator. On
October 3, 2014, the defendants, having retained counsel,
filed an ‘‘Answer and Affirmative
Defenses'' in response to the plaintiff's
application to confirm the arbitration award. In that
pleading, which the parties treated as a motion to vacate the
award, the defendants similarly alleged that they had not
received notice of the arbitration proceeding, had not had an
opportunity to present evidence, and did not learn that the
arbitration hearing had taken place until after the
arbitrator had issued the award in favor of the plaintiff.
October 9, 2014, the plaintiff filed a motion to dismiss the
‘‘Objection to Confirmation Award'' and
the ‘‘Answer and Affirmative Defenses, ''
arguing that the court lacked subject matter jurisdiction
because the filings had not been made within the thirty day
time period for moving to vacate an arbitration award
provided by General Statutes § 52-420 (b). The defendants
responded that the Federal Arbitration Act (act), 9 U.S.C.
§ 1 et seq., governed the enforcement of the arbitration
award and that their objection to the arbitration award was
sufficiently asserted within the three month time period
following the issuance of the award prescribed by the
Alternatively, the defendants argued that, if federal law did
not apply, the court should apply New York law. Additionally, the
defendants maintained that they ‘‘had meritorious
defenses to the plaintiff's demand for arbitration, but
they were not given notice or an opportunity to be
September 15, 2015, the trial court issued a memorandum of
decision in which it (1) denied the plaintiff's motion to
dismiss, (2) refused to consider the defendants' special
defense seeking to vacate the arbitration award on the ground
that it was untimely, and (3) granted the plaintiff's
application to confirm the arbitration award. The court
concluded that the act was not controlling in the present
case because the general choice of law provision in the
parties' franchise agreement established that Connecticut
law governed. The court also rejected the defendants'
alternative argument that New York law should apply. Instead,
the court applied Connecticut law. Reasoning that the
defendants did not move to vacate the arbitration award
within thirty days of their receipt of the award, as
Connecticut law requires; see footnote 4 of this opinion; the
court concluded that the defendants' motion was untimely,
and thus it granted the plaintiff's application to
confirm the arbitration award. This appeal followed.
defendants claim that the arbitration award in favor of the
plaintiff is unenforceable because they did not receive
adequate notice of the arbitration proceeding. The defendants
assert that, without notice of the proceeding, the
arbitration award is not enforceable against them. The
defendants maintain that because the parties expressly agreed
that the act ‘‘preempts any state law
restrictions . . . on the enforcement of the arbitration
clause in [the franchise agreement], '' the court
should have applied federal law or, alternatively, New York
law, when determining whether the defendants timely filed
their motion to vacate. In response, the plaintiff argues
that the franchise agreement's general choice of law
clause clearly requires application of Connecticut law. We
agree with the defendants and conclude that the court should
have applied federal law.
review a [trial] court's decision to confirm or vacate an
arbitration award de novo on questions of law and for clear
error on findings of fact.'' National Football
League Management Council v.National Football
League Players Assn., 820 F.3d 527, 536 (2d Cir. 2016);
see also Henry v.Imbruce, 178 Conn.App.
820, 828, A.3d (2017) (same). ‘‘Although
ordinarily the question of contract interpretation, being a
question of the parties' intent, is a question of fact .
. . [w]here ...