TABLE OF CONTENTS

INDEX OF AUTHORITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv
COUNTER-STATEMENT OF QUESTIONS INVOLVED . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
COUNTER-STATEMENT OF FACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARGUMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
I.

THE TRIAL COURT CORRECTLY DETERMINED THAT THE ARBITRATOR

ACTED WITHIN HIS CONTRACTUAL AUTHORITY IN AWARDING BLUE
RIVER RELIEF IN CONNECTION WITH ITS CLAIMS FOR BREACH OF
CONTRACT AND FRAUD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
A.

Standard of Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

B.

Argument . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

CONCLUSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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INDEX OF AUTHORITIES
CASES:
36th Dist. Court v. Michigan American Federation of State, County & Municipal
Employees Council 25, Local 917, 295 Mich. App. 502 (2012) . . . . . . . . . . . . . . . . . . . . . . . . 5
American Motorists Insurance Co. v. Llanes, 396 Mich. 113 (1976) . . . . . . . . . . . . . . . . . . . . . . 8
Arrow Overall Supply Co. v. Peloquin Enterprises, 414 Mich. 95 (1982) . . . . . . . . . . . . . . 5, 8, 9
AT&T Technologies, Inc. v. Communications Workers, 475 U.S. 643 (1986) . . . . . . . . . . . . . . . 5
Bazzi v. Emerald Construction of Michigan,
1999 WL 33435771 (Mich. Ct. App. Nos. 201420, 201496) (unpublished) . . . . . . . . . . . . . . . 7
Bilous v. Century 21 East, Inc.,
1998 WL 1992914 (Mich. Ct. App. No. 201806) (unpublished) . . . . . . . . . . . . . . . . . . . . . . . . 10
Blue River Financial Group, Inc. v. TBI Enterprises, LLC,
2010 WL 3447901 (Mich. Ct. App. Nos. 289396, 290366) (unpublished) . . . . . . . . . . . . . . . . 9
Ehresman v. Bultynck & Co., P.C., 203 Mich. App. 350 (1994) . . . . . . . . . . . . . . . . . . . . . . . . 6, 7
First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Foodland Distributors v. Al-Naimi, 220 Mich. App. 453, 456 (1996) . . . . . . . . . . . . . . . . . . . . . 7
Fromm v. MEEMIC Insurance Co., 264 Mich. App. 302 (2004) . . . . . . . . . . . . . . . . . . . . . . . . . 6
Fuego Grill, L.L.C. v. Domestic Uniform Rental,
2013 WL 238540 (Mich. Ct. App. Nos. 302230, 303763) (unpublished) . . . . . . . . . . . . . . . 8, 9
Gordon Sel-Way, Inc. v. Spence Bros., Inc., 438 Mich. 488 (1991) . . . . . . . . . . . . . . . . . . . . . . . 9
Konal v. Forlini, 235 Mich. App. 69 (1999) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Lee v. Chica, 983 F.2d 883 (8th Cir. 1993) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Michigan Assn of Police v. City of Pontiac, 177 Mich. App. 752 (1989) . . . . . . . . . . . . . . . . . . 4
Mitchell v. Dahlberg, 215 Mich. App. 718 (1996) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

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Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614 (1985) . . . . . . . . . . 5, 6
Moses H. Cone Memorial Hospital v. Mercury Constr. Corp., 460 U.S. 1 (1983) . . . . . . . . . . . . 5
Police Officers Assn of Michigan v. Manistee County, 250 Mich. App. 339 (2002) . . . . . . . . . . 4
Radar Safety Technologies LLC v. Pinnacle Holdings LLC,
2012 WL 130455 (Mich. Ct. App. No. 300591) (unpublished) . . . . . . . . . . . . . . . . . . . . . . . 7, 8
Sancricca v. Robert J. Dinges & Associates,
1997 WL 33343972 (Mich. Ct. App. No. 192232) (unpublished) . . . . . . . . . . . . . . . . . . . . . . . 6
Saveski v. Tiseo Architects, Inc., 261 Mich. App. 553 (2004) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Steelworkers v. Warrior & Gulf Nav. Co., 363 U.S. 574 (1960) . . . . . . . . . . . . . . . . . . . . . . . . . . 5
United Paperworkers Intl Union, AFL-CIO v. Misco, Inc., 484 U.S. 29 (1987) . . . . . . . . . . . . . 4

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JURISDICTION
Defendants/Appellants jurisdictional summary is complete and accurate.

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COUNTER-STATEMENT OF QUESTIONS INVOLVED

I.

WHETHER THE TRIAL COURT CORRECTLY DETERMINED THAT THE

ARBITRATOR ACTED WITHIN HIS CONTRACTUAL AUTHORITY IN AWARDING
BLUE RIVER RELIEF IN CONNECTION WITH ITS CLAIMS FOR BREACH OF
CONTRACT AND FRAUD.

Trial Courts answer is yes.

Defendants/Appellants answer is no.

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COUNTER-STATEMENT OF FACTS
Blue River Financial Group, Inc. (Blue River) filed a civil action in the Wayne County
Circuit Court (the Trial Court) against Elevator Concepts, Ltd. (Elevator Concepts), ECL
Holdings, LLC (ECL), and Douglas J. Scott (Scott) (referred to collectively as Defendants)
seeking to enforce and convert into a judgment an Arbitrators decision to award Blue River
$84,403.00 in connection with its breach of contract claim against Defendants, and $165,000.00 in
connection with its fraud claim against Defendants. At issue in this appeal as of right is the propriety
of the Trial Courts decision to reject Defendants argument that the Arbitrator did not have the
authority to grant Blue River the relief it sought.
Defendants primary business involves manufacturing residential and small commercial
elevators. Blue River specializes in mergers and acquisitions, and is a licensed real estate broker.
It is frequently hired to match buyers and sellers of businesses. In this case, Blue River agreed to
assist Defendants by arranging for the sale of Elevator Concepts. In exchange, Defendants agreed
to pay Blue River a 10% commission on various components of the sale. The arrangement was
embodied in a written document entitled Single Party Engagement Agreement (the Agreement).
The Agreement was signed by Scott in his capacity as President of Elevator Concepts and Managing
Member of ECL.
The Agreement contains a provision calling for binding arbitration in the event of any dispute
over its requirements:
Any controversy between the parties to this Agreement involving the construction or
application of any of the terms, covenants or conditions of this Agreement, shall on
written request of one (1) party served on the other, be submitted to binding
arbitration. Such arbitration shall be under the rules of the American Arbitration
Association. The arbitrator(s) shall have no authority to change any provisions of
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this [A]greement; the arbitrators sole authority shall be to interpret or apply the
provisions of the Agreement. The expenses of arbitration conducted pursuant to this
paragraph shall be born by the parties in such proportion as the arbitrator(s) shall
decide. The judgment of any circuit court having jurisdiction may be rendered upon
the award of the arbitrator(s).
(Complaint, Exhibit 1: Agreement, Paragraph 19).
After the Agreement was executed, Blue River introduced Scott to an individual named Steve
Wurth (Wurth). Thereafter, an entity created by Wurth, Elevator Concepts Limited by Wurtec
LLC (Wurtec), purchased Elevator Concepts without anyone notifying Blue River. Defendants
took steps to conceal the sale and refused to pay Blue River its commission. Upon learning of the
sale, Blue River filed a Demand for Arbitration with the American Arbitration Association (the
AAA). Blue River asserted the following claims against Defendants: (1) breach of contract; (2)
fraud in the inducement; (3) fraud and misrepresentation; (4) statutory and common law conversion;
and (5) unjust enrichment.
Scott was personally served with the Demand for Arbitration on May 5, 2012. A preliminary
conference call was scheduled for August 16, 2012. But, upon Scott indicating that he was [n]ot
available until after Sept 5, the call was rescheduled for September 6, 2012, at 1:00 p.m. (See
Plaintiffs Brief in Support of Reply to Defendants Objection to Plaintiffs Motion to Enforce
Arbitration Award, Exhibit K: E-Mail Correspondence from Douglas Scott to the AAA). The
September 6th preliminary conference call did not take place. Scott explained to the AAA that he
was unavailable at 1 p.m. and would not be available for the rest of the day. (Id., Exhibit P: EMail Correspondence from Douglas Scott to the AAA). A final preliminary conference call date was
scheduled for September 27, 2012. Scott did not participate in that call.
The matter was scheduled for a hearing on October 17, 2012. Subsequently, through counsel,
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on October 9, 2012, Scott requested that Blue River submit, in writing, the specific claims and
issues, that are to be decided through the arbitration, including the basis for the claims, the damages
claimed as to each specific claim, and disclosure of any legal authorities upon which [Blue River]
may rely[.] (Id., Exhibit R: Letter from Christopher Hajek to Valdemar Washington). The letter
went on to state that counsel hope[d] to avoid the necessity of requesting an adjournment of the
[October 17th] hearing. (Ibid.). Blue Rivers attorney responded by suggesting that counsel file an
appearance with the AAA, and bring his clients AAA account current, before engaging in further
discussions. (Id., Exhibit S: E-Mail Correspondence from Valdemar Washington to Christopher
Hajek).
From that point on, Defendants did not participate in the arbitration proceedings. On
November 16, 2012, the Arbitrator awarded Blue River $84,403.00 in connection with its breach of
contract claim, and $165,000.00 in connection with its fraud claim. (Complaint, Exhibit 2: Award
of Arbitrator). In addition, the Arbitrator ruled that the $5,781.25 sum incurred by Blue River in
connection with the arbitration is to be reimbursed by Defendants. (Ibid.). The Arbitrator rendered
the award against Elevator Concepts, ECL and Scott, jointly and severally. (Ibid.).
Defendants filed a complaint and motion to vacate the arbitration award in the Genesee
County Circuit Court. Blue River responded by filing a motion for summary disposition. The
Genesee County Circuit Court granted Blue Rivers motion for summary disposition and dismissed
Defendants complaint. Defendants appealed to this Court. The appeal from the Genesee County
Circuit Court case has been docketed as COA No. 314803 and remains pending in this Court.
Blue River initiated the instant case by filing a separate complaint in the Trial Court seeking
to enforce and convert into a judgment the Arbitrators decision. On March 1, 2013, the Trial Court
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conducted a hearing and heard arguments from each side. The Trial Court confirmed the arbitration
award. (03/01/13, Motion Hearing, Tr. pg. 8). Thereafter, on March 8, 2013, the Trial Court entered
an order enforcing the arbitration award and converting it into a judgment. Defendants appealed as
of right.
ARGUMENT
I.

THE TRIAL COURT CORRECTLY DETERMINED THAT THE ARBITRATOR

ACTED WITHIN HIS CONTRACTUAL AUTHORITY IN AWARDING BLUE
RIVER RELIEF IN CONNECTION WITH ITS CLAIMS FOR BREACH OF
CONTRACT AND FRAUD
A.

Standard of Review

A trial courts decision to enforce an arbitration award is reviewed de novo. Saveski v. Tiseo
Architects, Inc., 261 Mich. App. 553, 554 (2004). Review of an arbitrators decision is narrowly
circumscribed. Police Officers Assn of Michigan v. Manistee County, 250 Mich. App. 339, 343
(2002). The inquiry for the reviewing court is merely whether the award was beyond the contractual
authority of the arbitrator. Ibid. So long as the arbitrator is even arguably construing or applying
the contract and acting within the scope of his authority, a court may not overturn the decision.
Michigan Assn of Police v. City of Pontiac, 177 Mich. App. 752, 760 (1989) (quoting United
Paperworkers Intl Union, AFL-CIO v. Misco, Inc., 484 U.S. 29, 38 (1987)).
B.

Argument

Defendants contend that the Trial Court erred in enforcing the Arbitrators award and
converting it to a judgment. They maintain that the Trial Court lacked jurisdiction to enforce the
Arbitrators award. The Agreement provides that it was entered into by and between Blue River,
Elevator Concepts and its Shareholders[.] (Complaint, Exhibit 1: Agreement, Introductory

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Paragraph). It warrants that the Company [Elevator Concepts] is duly authorized to represent all
owners, direct or indirect, of the Company, and all owners are bound by the terms and conditions
of the Agreement. (Id., Paragraph 8A) (emphasis added). And it is signed by Scott in his capacity
as President of Elevator Concepts and Managing Member of ECL. Scott nevertheless believes that,
no matter how serious his degree of wrongdoing, he cannot be held individually liable.
Scott complains that the Trial Court erred in failing to abide by its obligation to decide
whether he was a party to an agreement with Blue River to arbitrate. As a general proposition,
unless the parties agree otherwise, [t]he existence of a contract to arbitrate and the enforceability
of its terms is a judicial question which cannot be decided by an arbitrator. 36th Dist. Court v.
Michigan American Federation of State, County & Municipal Employees Council 25, Local 917, 295
Mich. App. 502, 510 (2012), revd on other grounds, 493 Mich. 879 (2012) (quoting Arrow Overall
Supply Co. v. Peloquin Enterprises, 414 Mich. 95, 99 (1982)). But there is a distinction between the
judicial question of arbitrability and an arbitrators determination of a merits-related dispute:
Courts should not assume that the parties agreed to arbitrate arbitrability unless there
is clea[r] and unmistakabl[e] evidence that they did so. AT&T Technologies, [Inc.
v. Communications Workers, 475 U.S. 643, 649 (1986)]; see [Steelworkers v.]
Warrior & Gulf [Nav. Co., 363 U.S. 574, 583 n.7 (1960)]. In this matter the law
treats silence or ambiguity about the question who (primarily) should decide
arbitrability differently from the way it treats silence or ambiguity about the question
whether a particular merits-related dispute is arbitrable because it is within the scope
of a valid arbitration agreementfor in respect to this latter question the law
reverses the presumption. See Mitsubishi Motors [Corp. v. Soler Chrysler-Plymouth,
Inc., 473 U.S. 614, 626 (1985)] ([A]ny doubts concerning the scope of arbitrable
issues should be resolved in favor of arbitration) (quoting Moses H. Cone
Memorial Hospital v. Mercury Constr. Corp., 460 U.S. 1, 24-25 (1983)); Warrior &
Gulf, supra at 582-583.
First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938, 944-945 (1995) (emphasis in original). In
this case, arbitrability is not an issue. Defendants acknowledge the existence of the Agreement and
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do not take issue with the fact that it contains a provision calling for arbitration. Instead, they
challenge a particular merits-related aspect of the dispute: the degree of Scotts exposure to liability.
This aspect of the case should be presumed arbitrable. Mitsubishi Motors, 473 U.S. at 626; accord
Fromm v. MEEMIC Insurance Co., 264 Mich. App. 302, 305-306 (2004).
Nothing Defendants have offered serves to rebut this presumption. They acknowledge, as
they must, that Scottthe President and owner of Elevator Conceptssigned the Agreement. They
contend, however, that he cannot be held liable because he did not sign in his individual capacity.
The Court should reject this notion. For one thing, since mutuality of assent was present, Scott did
not necessarily have to sign the agreement in order to be held liable. Ehresman v. Bultynck & Co.,
P.C., 203 Mich. App. 350, 354 (1994). Further, had the parties intended to absolve Scott of all
potential exposure to personal liability, no matter how egregious his wrongdoing, they could have
included specific limiting language within the Agreement exempting him from its terms and
conditions. But there is no such language in the Agreement. Finally, Scott was an indispensable
party to the arbitration. As the President and owner of Elevator Concepts, he was the individual
responsible for ensuring that the company abided by its obligations under the Agreement. Cf Lee
v. Chica, 983 F.2d 883, 887 (8th Cir. 1993). This dispute arose as a result of Scotts decision not to
pay Blue River its commission. His position within Elevator Concepts and his vital role in the
negotiation and execution of the Agreement closely connects him with the transaction. Under these
circumstances, it would be inequitable not to include him as a party in the arbitration. See Sancricca
v. Robert J. Dinges & Associates, 1997 WL 33343972 at *4 (Mich. Ct. App. No. 192232)
(unpublished) (a copy is attached as Exhibit A).
Scott has not shown that the Trial Court committed reversible error. He maintains that, since
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he did not sign the Agreement in an individual capacity, the arbitrator had no jurisdiction over him
individually. But decisions of this Court show that Scotts contentions are erroneous as a matter of
law. The Court has held, for example, that where mutuality of assent is established, a written
arbitration agreement does not have to be signed in order for the agreement to be binding. In
Ehresman, supra, the plaintiff challenged an adverse arbitration decision on the ground that he never
signed the agreements which authorized arbitration. Id., 203 Mich. App. at 353. This Court rejected
the argument, however, because the plaintiff did not deny that he accepted the delivery of the
agreements and operated under their terms. Id. at 354. The Court concluded that he acceded to the
terms of the agreements by his conduct. Id. at 355.
Five years later, the Court found no error in an arbitrators decision to attach individual
liability to a party based on fraudulent misrepresentations even though there had allegedly been no
showing that the party was personally liable. See Bazzi v. Emerald Construction of Michigan, 1999
WL 33435771 (Mich. Ct. App. Nos. 201420, 201496) (unpublished) (a copy is attached as Exhibit
B). The Court noted that, [w]hile the law treats a corporation as a separate entity from its
stockholders, even where one person owns all the corporations stock, when this fiction is used to
subvert justice it may be ignored by the courts. Id. at *3 (citing Foodland Distributors v. Al-Naimi,
220 Mich. App. 453, 456 (1996)). Since there was evidence from which the arbitrator could find
that the aggrieved party had been defrauded, the Court held that there was no error of law which
would require that the arbitration award be set aside. Ibid.
More recently, the Court refused to vacate an arbitrators decision to render an award to a
defendant based on the plaintiffs fraudulent misrepresentations even though the defendants claims
were for breach of contract and unjust enrichment. See Radar Safety Technologies LLC v. Pinnacle
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Holdings LLC, 2012 WL 130455 (Mich. Ct. App. No. 300591) (unpublished) (a copy is attached as
Exhibit C). Significantly, the Court noted that the arbitrator could have concluded that the plaintiffs
used their limited liability company as an instrumentality to perpetrate fraud and the defendant was
harmed by the fraud. Id. at *3. Accordingly, the Court concluded that the arbitrator would not
necessarily have committed a legal error, and therefore would not necessarily have exceeded his
authority, by piercing the corporate veil. Ibid.
Even though he participated in the initial stages of the arbitration, Scott never raised the issue
of whether he could be held individually liable. He now maintains that he was entitled to ignore the
arbitration process altogether and raise the issue of individual liability in court. It was improper for
him to sandbag by waiting until the case reached the Trial Court to argue in the first instance that the
issue of individual liability was beyond the scope of the Agreement. See American Motorists
Insurance Co. v. Llanes, 396 Mich. 113, 114 (1976). He should have raised the issue before the
Arbitrator rendered a decision. Id. at 115. Scott maintains that he was entitled to wait because,
under Arrow, supra, the defense of no valid agreement to arbitrate may be raised in an action to
confirm or enforce an arbitration award. Id., 414 Mich. at 97. Two factors, however, distinguish
this case from Arrow (and make it similar to Llanes). First, unlike the defendant in Arrow (and like
the insured in Llanes), Scott participated in the arbitration. And second, in contrast to Arrow, see
id. at 99, the dispute in the instant case is more about the scope of the arbitration provision in the
Agreement than it is about the existence of an agreement to arbitrate.
Scott cites Fuego Grill, L.L.C. v. Domestic Uniform Rental, 2013 WL 238540 (Mich. Ct.
App. Nos. 302230, 303763) (unpublished) (a copy is attached as Exhibit D), for the proposition that
this Court recently reaffirmed the continued vitality of the Arrow decision. But, like the facts in
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Arrow, the facts in Fuego Grill are materially distinguishable from those in the instant case. There,
the plaintiff argued during the course of the arbitration that the agreement to arbitrate was entirely
unenforceable. Id. at *1. And, before the arbitrator rendered a decision, the plaintiff filed a
complaint in circuit court asking that the agreement be declared unenforceable. Ibid.
Defendants separately maintain that the Agreement did not vest the Arbitrator with the
authority to award damages based on fraud.1 Here, too, Defendants failed to advance this argument
during the course of the arbitration. And they are unable to point to any provision in the Agreement
specifically excepting fraud as an arbitrable claim. Their argument that fraud is not a viable claim
under the Agreement amounts to little more than a disguised attempt to revisit the merits of the
Arbitrators decision. Gordon Sel-Way, Inc. v. Spence Bros., Inc., 438 Mich. 488, 497 (1991). This
Court confronted a similar challenge to an arbitrators decision to award damages for fraud in Blue
River Financial Group, Inc. v. TBI Enterprises, LLC, 2010 WL 3447901 (Mich. Ct. App. Nos.
289396, 290366) (unpublished) (a copy is attached as Exhibit E). There, the Court rejected the
argument, concluding that it present[ed] an impermissible invitation to scrutinize the merits of the
arbitration award[.] Id. at *5. Since Defendants argument in the instant case is no different, a
similar result is warranted.
Their contention that the Arbitrator exceeded his authority in imposing joint and several
liability is equally unavailing. Defendants maintain that the Agreement does not expressly allow for
joint and several liability. But the key inquiry is whether the Agreement limited the Arbitrators
1

By its terms, the arbitration provision covers [a]ny controversy between the parties . . .
involving the construction or application of any of the terms, covenants or conditions of th[e]
Agreement. (Complaint, Exhibit 1: Agreement, Paragraph 19) (emphasis added). This Court has
construed similar provisions broadly. See, e.g., Mitchell v. Dahlberg, 215 Mich. App. 718, 725
(1996).
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ability to impose joint and several liability. Bilous v. Century 21 East, Inc., 1998 WL 1992914 at
*4 (Mich. Ct. App. No. 201806) (unpublished) (a copy is attached as Exhibit F). In Bilous, the Court
rejected a similar argument because the arbitration agreement in that case provided no method for
apportioning damages among the various defendants and contained no agreement that prevented the
panel from imposing joint and several liability[.] Ibid. Similarly, no provision in the Agreement
in this case precluded the Arbitrator from declaring Defendants jointly and severally liable. The
Arbitrators decision to interpret the Agreement to allow for joint and several liability was therefore
well within the limits of his discretion.
REQUEST FOR RELIEF
It is important to note what this appeal is not. The case does not involve a disputed allegation
of wrongdoing. Defendants do not deny that they enjoyed the benefits of the Agreement without
paying a dime of commission. Nor does the case call for interpretation of the scope of the
Agreement. On the contrary, a reviewing court cannot engage in contract interpretationthat was
a task for the Arbitrator to undertake. Konal v. Forlini, 235 Mich. App. 69, 74 (1999). This appeal
merely requires the Court to determine whether the Trial Court properly concluded that the
Arbitrator construed the Agreement and acted within the scope of his authority. The question
presented is narrow and the answer is obvious. The judgment below should be affirmed.

Dated: February 25, 2014

____________________________________
Christopher J. McGrath (P58738)
Attorney for Plaintiff/Appellee
503 South Saginaw Street, Suite 939
Flint, Michigan 48502
(810) 238-8540

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