October 14, 1999
LASZLO N. TAUBER, M.D. & ASSOCIATES, ET AL., APPELLANTS,
TRAMMELL CROW REAL ESTATE SERVICES, INC., APPELLEE.
Before Schwelb and Reid, Associate Judges, and Mack, Senior Judge.
The opinion of the court was delivered by: Mack, Senior Judge
Appeal from the Superior Court of the District of Columbia
(Hon. Russell F. Canan, Trial Judge)
Argued March 17, 1999
This is an appeal from an order confirming an arbitration award. Appellants contend the arbitrator "exceeded his powers," and thus that the trial court's order should be vacated or, in the alternative, appropriately modified. We disagree and affirm.
Appellants Laszlo N. Tauber, M.D. & Associates, et al. ("Tauber") entered into a "Commercial Leasing Agreement" ("brokerage agreement") with appellee Trammell Crow Real Estate Services, Inc. ("Trammell Crow"). The agreement named Trammell Crow the exclusive agent for "locat[ing] suitable tenants and negotiat[ing] acceptable leases" for an office building owned by Tauber. Because the building required extensive renovation, tenant occupancy was not expected for five to seven years after the agreement was signed. In exchange for their brokerage services, Trammel Crow agreed to be compensated on a commission basis.
Trammell Crow located a prospective renter, and on February 8, 1996, Tauber entered into a lease agreement with the tenant. The lease provides that the tenant will take occupancy and commence payment of rent on August 1, 2002. In accordance with their understanding of the brokerage agreement, Trammell Crow requested Tauber pay the commission fee from the date the lease was executed, February 8, 1996. Tauber refused, however, contending that the brokerage agreement did not require commission payments until the date the tenant took occupancy or until the tenant commenced payment of rent, August 1, 2002. Thus, the timing of the commission payments from Tauber to Trammell Crow forms the basis of this dispute.
In response to Tauber's refusal to make immediate payment, Trammell Crow requested Tauber arbitrate the dispute, in accordance with the brokerage agreement. Tauber refused to arbitrate, and instead filed a complaint in the District of Columbia Superior Court seeking a declaratory judgment that it had no obligation to make immediate commission payments to Trammell Crow. Trammell Crow responded to Tauber's complaint with a motion to stay the suit and compel arbitration. The trial court granted Trammell Crow's motion, and the dispute was sent to arbitration.
Following two days of hearings, the arbitrator issued an award requiring Tauber to make immediate commission payments in accordance with the brokerage agreement. *fn1 The arbitrator also found that if the tenant subsequently failed to take occupancy or make rental payments, Trammell Crow would have to refund the amount awarded. Finally, the arbitrator concluded that Tauber was required to pay interest from the date of the award at a rate of 8.25%.
Trammell Crow filed a motion in the Superior Court to confirm the arbitration award. The trial court confirmed the award and entered final judgment. Tauber appeals the trial court's confirmation of the arbitrator's ruling. *fn2
On appeal, Tauber argues that the arbitrator exceeded his powers by: (1) requiring immediate payment of the commission fee; (2) awarding interest at a rate of 8.25% from the date of the arbitration decision; and (3) awarding commission payments based on an estimate of future operating expenses. *fn3
We review de novo a trial court's judgment confirming an arbitration award. Grad v. Wetherholt Galleries, 660 A.2d 903, 905 (D.C. 1995). However, "[t]he law is well-settled that judicial review of arbitration awards is limited." Shaff v. Skahill, 617 A.2d 960, 963 (D.C. 1992) (internal quotations omitted) (citations omitted). Specifically, D.C. Code § 16-4311 (a) (1997) of the Arbitration Act limits the permissible grounds for vacating an arbitration award. This limited review serves "to attain a balance between the need for speedy, inexpensive dispute resolution, on the one hand, and the need to establish justified confidence in arbitration among the public, on the other." Brandon v. Hines, 439 A.2d 496, 509 (D.C. 1981) (internal quotations omitted) (citations omitted). Here, appellants argue that reversal is warranted pursuant to § 16-4311 (a)(3) *fn4 because the "arbitrator exceeded [his] powers." *fn5
In reviewing whether an arbitrator has exceeded his powers pursuant to § 16-4311 (a)(3), we do "not review [the] arbitration award on the merits." Poire v. Kaplan, 491 A.2d 529, 534 (D.C. 1985); see United Paperworkers Int'l Union v. Misco, Inc., 484 U.S. 29, 36 (1987)("The courts are not authorized to reconsider the merits of an award even though the parties may allege that the award rests on errors of fact or on misinterpretation of the contract."). *fn6 If an arbitrator "rule[s] only on matters within the scope of the governing arbitration clauses, he [will] not exceed his authority . . . . " *fn7 Poire, supra, 491 A.2d at 533-34.
Here, whether the arbitrator ruled on matters within the scope of the governing arbitration clause, and thus did not exceed his authority, depends on the scope of Sections 13.4 and 5.7 of the brokerage agreement. Section 13.4 provides that "[t]he obligation of the parties to submit a dispute to arbitration is not limited to disputes arising under those Articles of this Agreement which specifically provide for arbitration." (Emphasis added.) Trammell Crow argues that this language requires arbitration for all disputes, including those regarding commission payments. Tauber, on the other hand, argues that this section does not create a general obligation to arbitrate all disputes. Instead, Tauber contends that Section 13.4 is "boiler-plate" language that is trumped by the more specific language of Section 5.7, requiring arbitration solely for disputes over whether there is "cause to terminate the agreement."
"Even if there were an ambiguity with respect to whether a matter was within the arbitrator's authority, the question must be resolved in favor of arbitration." Poire, supra, 491 A.2d at 534 n.8. Furthermore, "`an order to arbitrate the particular [dispute] should not be denied unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute. Doubts should be resolved in favor of coverage.'" Hercules & Co. v. Shama Restaurant Corp., 613 A.2d 916, 922 (D.C. 1992) (quoting United Steelworkers of Am. v. Warrior & Gulf Navigation Co., 363 U.S. 574, 582-83 (1960)). Certainly, here, the most that can be said of Tauber's position is that there is ambiguity between the general language of Section 13.4 and the specific language of Section 5.7. Therefore, we resolve this ambiguity in favor of arbitration, and conclude that all disputes are within the scope of Section 13.4, and thus the arbitrator did not exceed his authority.
Next, although Tauber couches its disagreement with the arbitrator's Conclusions as "excess[es] of power" under § 16-4311 (a)(3), Tauber's arguments really take issue with the arbitrator's construction and interpretation of the contract. First, Tauber argues that the arbitrator misconstrued an apparent conflict between Sections 4.2 *fn8 and 4.3 *fn9 of the brokerage agreement, and incorrectly concluded that the commission payments were due immediately. Second, Tauber argues that the arbitrator misinterpreted the agreement as permitting him to go beyond the statutory provisions with regard to the appropriate interest rate *fn10 and the proper date from which the interest is calculated. *fn11 Finally, Tauber argues that the arbitrator miscalculated the commission due by applying estimated "operating expenses" in 2002, instead of using current actual operating expenses. *fn12
Once it is determined that the arbitrator has not exceeded his authority pursuant to the arbitration clause, the issue as to "[w]hether the moving party is right or wrong is a question of contract interpretation for the arbitrator." United Steelworkers of Am. v. American Mfg. Co., 363 U.S. 564, 568 (1960). Therefore, as long as the arbitrator is acting within the scope of his authority and "even arguably construing or applying the contract . . . a court convinced he committed serious error . . . [on the merits will] not . . . overturn his decision." United Paperworkers, supra, 484 U.S. at 38. "It is the arbitrator's construction which was bargained for; and so far as the arbitrator's decision concerns construction of the contract, the courts have no business overruling him because their interpretation of the contract is different from his." United Steelworkers of Am. v. Enterprise Wheel & Car Corp., supra note 7, 363 U.S. at 599.
Each of Tauber's above objections goes to the merits of the arbitrator's construction and interpretation of the brokerage agreement. Therefore, we may not vacate or modify the arbitrator's decision, even if our interpretation of the contract might be different.
Accordingly, we affirm.