Berardelli Pool Service v. Koch, J.

J-A28006-14

NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P. 65.37

BERARDELLI POOL SERVICE, LLC IN THE SUPERIOR COURT OF PENNSYLVANIA Appellant

v.

JOSEPH KOCH

Appellee No. 19 EDA 2014

Appeal from the Order November 27, 2013 In the Court of Common Pleas of Montgomery County Civil Division at No(s): 2013-05740

BEFORE: GANTMAN, P.J., WECHT, J., and JENKINS, J. MEMORANDUM BY GANTMAN, P.J.: FILED NOVEMBER 25, 2014

Appellant, Berardelli Pool Service, LLC, appeals from the order entered in the Montgomery County Court of Common Pleas, which confirmed the arbitration award in favor of Appellee, Joseph Koch.1 We affirm.

In its opinion, the trial court fully sets forth the relevant facts and procedural history of this case. Therefore, we have no reason to restate them.

Appellant raises the following issues for our review: ____________________________________________

1 Throughout the certified record and in this appeal, the caption is presented contrary to how the case actually arose, in which Appellee sought relief from Appellant through binding common law arbitration, pursuant to the parties’ agreement. We also note that Berardelli Pool Service, LLC is a limited liability corporation.

J-A28006-14

WHETHER THE TRIAL COURT COMMITTED AN ABUSE OF DISCRETION OR ERROR OF LAW IN ENTERING JUDGMENT “IN THE AMOUNT OF $20,000.00” WHICH DID NOT CONFORM WITH THE AWARD OF THE ARBITRATORS WHICH READS AS FOLLOWS:

1) THERE HAS BEEN NO MISMANAGEMENT OF [APPELLANT] RISING TO THE LEVEL OF A BREACH OF FIDUCIARY DUTY. ROBERT BERARDELLI SHALL REMAIN THE MANAGING PARTNER OF [APPELLANT].

2) [APPELLEE] SHALL RECEIVE THE SUM OF $20,000.00 AS A DISTRIBUTION OF PROFITS FOR THE CALENDAR YEAR 2012.

(Appellant’s Brief at 4).

After a thorough review of the record, the briefs of the parties, the applicable law, and the reasoned opinion of the Honorable Richard P. Haaz, we conclude Appellant’s issue merits no relief. The trial court opinion fully discusses and properly disposes of the question presented. (See Trial Court Opinion, filed February 7, 2014, at 3-4) (finding: Appellant’s issue merits no relief, where court reasonably interpreted arbitration award in amount of $20,000.00 in Appellee’s favor). The record supports the trial court’s discretion and decision; therefore, we see no reason to disturb it.2 Accordingly, we affirm on the basis of the trial court’s opinion.

Order affirmed. ____________________________________________

2 So long as the court’s order confirming the arbitration award is a reasonable interpretation of the award, we must affirm. If the parties want different language in the confirmation order, they must address that issue to the trial court.

-2-

J-A28006-14

Judgment Entered.

Joseph D. Seletyn, Esq. Prothonotary

Date: 11/25/2014

-3-

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IN THE COURT OF COMMON PLEAS MONTGOMERY COUNTY, PENNSYLVANIA CIVIL DIVISION

BERARDELLI POOL SERVICE, LLC NO. 2013-05740

-vs- 19 EDA2014

JOSEPH KOCH

HAAZ,J. FEBRUARY 7, 2014 OPINION

FACTS AND PROCEDURAL HISTORY

I. Joseph Koch (hereinafter "Koch") is a member of Berardelli Pool Service, LLC

(hereinafter "Berardelli").

2. Berardelli's Operating Agreement provides for common law arbitration of disputes

under the Agreement.

3. Article IX, section 9.01 of Berardelli's Operating Agreement states as follows:

"[Alny dispute, controversy or difference which may arise between any Members arising out of or relating to this Agreement or business of the Company shall be finally settled by binding arbitration in Montgomery County, Pennsylvania ... "

4. Article IX, section 9.01 b states:

"The decision of the arbitrator or arbitrators shall be determinative, binding and conclusive between the parties, and the decision may be entered as an unappealable judgment in the Court of Common Pleas of Montgomery County, Pennsylvania, or any other appropriate jurisdiction."

5. The parties completed their common law Arbitration before Robert F. Morris,

Esquire, Gregory R. Gifford, Esquire and Jerome M. Charen, Esquire on

rtlt:r~~,'l/lJl"" a~ December 14, 2012.

2013-05740-0036 Filing!]): 9636127 217120143:38:34 PM o inion ReceiRt #Z20321eb Fee $0.00 Mark Levy - Monteo Prothonotary

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6. The Award of Arbitrators was rendered by letter dated February 15,2013

which stated:

Following a full hearing, the arbitrators find as follows:

I) There has been no mismanagement of BerardeIIi Pool Services, LLC rising to the level of a breach of fiduciary duty. Robert BerardeIIi shall remain the managing member of BerardeIIi Pool Service, LLC.

2) Joseph Koch shall receive the sum of $20,000 as a distribution of profits for the calendar year 2012.

7. On March 19,2013, Berardelli filed a Petition to Vacate the Award of the

Arbitrators.

8. On May 7, 2013, Koch filed a Petition to Enter the Award of the Arbitrators as

a Judgment. i

9. On November 21, 2013, BerardeIIi withdrew the Petition to Vacate the Award

of Arbitrators.

10. On November 26,2013, this court issued the following order:

AND NOW, this 26th day of November, 2013, upon consideration of Petitioner's unopposed Petition to Enter Award of Arbitrators dated February 15,2013 as a Judgment, it is ORDERED and DECREED that Judgment is hereby entered pursuant to the Arbitration Award dated February 15,2013 in favor of Joseph Koch and against BerardeIIi Pool Services, Inc [sic] in the amount of $20,000.

11. On December 26,2013, BerardeIIi filed this timely appeal.

12. On January 21, 2014, BerardeIIi filed a Concise Statement of Matters

Complained of on Appeal which stated: I Berardelli did not file a response to the Petition to Enter the Award of the Arbitrators as a Judgment.

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Whether this Honorable Court committed an abuse of discretion or error of

law in entering judgment "in the amount of $20,000.00" which did not

conform with the Award of Arbitrators which reads as follows:

1) There has been no mismanagement of Berardelli Pool Services, LLC rising to the level of a breach of fiduciary duty. Robert Berardelli shall remain the managing member of Berardelli Pool Service, LLC.

2) Joseph Koch shall receive the sum of $20,000 as a distribution of profits for the calendar year 2012.

II. DISCUSSION

The standard of review in arbitration confirmation cases is whether the trial court

exceeded its scope of authority by an abuse of discretion or error of law. Hall v.

Nationwide Mutual Insurance Company, 629 A.2d 954 (Pa. Super 1993). In Hall, an

insured petitioned to confirm the arbitrators' award of damages pursuant to an arbitration

clause in the insured's automobile insurance policy. The Superior Court affirmed the

trial court's confirmation of the award where the trial court's interpretation ofthe award

was reasonable and the insurer failed to challenge the arbitrators' award within thirty (30)

days.

42 Pa.C.S.A §7342(b), which governs common law arbitration, states:

(b) Confirmation and judgment.--On application ofa party made more than 30 days after an award is made by an arbitrator under section 7341 (relating to common law arbitration), the court shall enter an order confirming the award and shall enter a judgment or decree in conformity with the order.

Berardelli withdrew its challenge of the award and did not oppose Koch's

Petition to Enter the Award ofthe Arbitrators as a Judgment. The court granted Koch's

unopposed petition to confirm the award as a judgment. Berardelli did not claim the

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arbitrators' award was ambiguous and in need of clarification, which would have allowed

the trial court to accept evidence regarding the intention of the arbitrators' award. See

Hall, 329 A.2d at 957 citing Converse v. Colton, 49 Pa. 346 (1865).

The trial court reasonably interpreted the arbitration award to be $20,000. The

award's qualifying phrase "as a distribution of profits for the calendar year 2012"

identified the basis of the award. Without any additional evidence, the court's order of

November 26,2013 constitutes a reasonable interpretation of the arbitrators' award, and

was not an abuse of discretion. Hall, supra.

J. Copies sent on 2/7/14 to Mark F. Himsworth, Esquire Brian J. Smith, Esquire Superior Court of Penn. Court Administration Montgomery County law Reporter