• Connecticut Appellate Court
  • Connecticut Appellate Court
  • AC 33729
  • Sep 04 2012 (Date Decided)
  • Bishop, J.

It is well established that an arbitration award, once confirmed by a court, has the finality of a judgment. The plaintiff, Nancy Daoud, and the defendant, Whitney Cook, were financial advisors who purchased a commercial building. They formed a limited liability company with each owning a 50 percent interest. The major asset of the company was title to the building. The company rented office space, collecting rent from the parties' separate businesses and consecutive tenants. The parties' personal and professional relationship ended. The defendant and tenant moved away. The defendant filed a demand for arbitration, claiming dissolution of the company and seeking, inter alia, a sale of the property. The arbitrator's award provided that the plaintiff had a right to continue to practice in the building owned by the company but that she was to "use reasonable commercial efforts to rent space in the…building not being used by her…" Thereafter, the defendant filed a motion to compel compliance with the award. The trial court determined that the plaintiff failed to comply with the award by wrongfully expanding her use to all three offices without remitting payment of fair rent. The defendant was awarded $131,400 in damages. The plaintiff appealed claiming, first, that the court's determination that she failed to use reasonable commercial efforts improperly included a finding that she violated her fiduciary duty. The Appellate Court affirmed the judgment. While the plaintiff correctly asserted that the issue of whether she violated her fiduciary duty was not before the court, the finding of a violation provided nothing more than an explanation of what "reasonable commercial efforts" meant within the context of the plaintiff's relationship with the company. The discussion of fiduciary duty did not serve as the basis of the judgment but as the informative backdrop against which the court measured compliance with the award's mandate. Additionally, the finding that the plaintiff did not use reasonable commercial efforts to rent space was not clearly erroneous. The plaintiff made no efforts to find tenants and collect rent. Further, the trial court's interpretation of the award did not improperly modify the award but gave full effect to the intent of the award that the defendant have the benefit of rental space not used at the time of the award.