COLDWELL BANKER MANNING REALTY, INC. v. CUSHMAN & WAKEFIELD OF CONNECTICUT, INC., et al., SC 18222/18223
Judicial District of Hartford
Arbitration; Whether the Dismissal of an Arbitration Submission as Untimely is a Confirmable Award; Whether Standards Incorporated into Bylaws of Association Formed a Contract Between Members and Association; Whether Plaintiff was Properly Compelled to Arbitrate with a Person who had not Signed an Arbitration Agreement and was not a Member of an Association Whose Bylaws Provide for Arbitration; Whether Third Party Beneficiary Could Compel Arbitration. After entering into a contract with the plaintiff real estate agency for services involving the lease of office space, the defendant Computer Sciences Corporation (CSC) told the plaintiff that it had entered into an agreement for the same services with another real estate company, Cushman & Wakefield of Connecticut, Inc. The plaintiff ultimately selected Cushman to represent it and receive eighty percent of any commissions. Upon learning that CSC never had a contract with Cushman, the plaintiff sued Cushman and two of its agents, making allegations that included breach of contract, fraud and unfair trade practices. Both the plaintiff and the Cushman defendants (Cushman) are members of the Greater Hartford Association of Realtors (GHAR), whose bylaws incorporate the standards of practice of the National Association of Realtors, which provide for arbitration of disputes arising out of real estate transactions. Cushman moved to dismiss the action or, alternatively, to stay it pending arbitration before GHAR's grievance committee. The trial court denied the motion, finding that not all of the plaintiff's claims fell within the scope of GHAR's arbitration provision, and stayed the action. The plaintiff then sued CSC, making claims similar to those it made against Cushman. CSC moved to compel arbitration. The plaintiff objected on the ground that CSC, as a nonmember of GHAR, was not subject to its standards and thus could not compel arbitration. The trial court ruled that the standards created an obligation to arbitrate that extends to an intended third party beneficiary and granted the motion to stay. Both matters then went to the grievance committee, which dismissed them as untimely. The defendants moved to confirm and to dismiss the actions. Although the plaintiff argued that the dismissal of a submission based on untimeliness is not a confirmable award, the trial court disagreed, finding that it is an award within the meaning of General Statutes § 52-417 because the matter has been conclusively determined. Accordingly, it granted the motions to confirm. The court also ordered the actions dismissed, rejecting the plaintiff's argument that its action against Cushman should not be dismissed because it had attached to its arbitration submission a copy of the order staying the action and thus restricted the submission to the plaintiff's specific contractual claims. The trial court reasoned that the plaintiff could not unilaterally transform an unrestricted submission to a restricted one. In these appeals, the plaintiff challenges the trial court rulings that the dismissals were confirmable awards; that the submission as to Cushman was unrestricted; that the standards incorporated into GHAR's bylaws constituted a contract between the plaintiff and GHAR; and that CSC was entitled to compel arbitration.