In re the award between Williams & Goodrich

By the Court, Bronson, Ch. J. When the parties have agreed in their written submission, that a judgment of this court shall be rendered upon the award, we have power, upon motion, to vacate the award, on the grounds, among others, that the arbitrators exceeded their powers; or that they so imperfectly executed them, that a mutual, final and definite award on the subject matter submitted, was not made. (2 R. S. 542, § 10.) But the statute has not determined whether, in settling these questions, we are confined to an examination of the submission and award; or whether we can go beyond them, and inquire what took place on the hearing. In actions involving the validity of an award, the rule in this state was formerly understood to be, that you could not impeach the award by going behind it, and showing that the arbitrators either exceeded their authority, or omitted to decide on all the matters submitted. (Barlow v. Todd, 3 John. 367, S. C. in chancery, 2 John. Ch. 551; Delong v. Stanton, 9 John. 38.) That rule we followed in Butler v. The Mayor, &c. of N. Y. (1 Hill, 489,) which was an action involving the validity of an award. The reversal of that judgment by the court for the correction of errors, (7 Hill, 329,) has settled, that the parties may go behind the award for the purpose of impeaching it; and if that may be done in an action, it is quite clear that it may be done on a motion to vacate the award. There may be room for doubt whether this doctrine will exert a wholesome influence; but that is a question which belongs to others. When this motion was made, the reversal of our judgment in Butler v. The Mayor, &c. of N. Y. was not mentioned at the bar; and the fact had entirely escaped my recollection. But our attention has since been called to the decision of the court of errors; and that has settled the only doubt which I ever felt about this motion. If we must look behind the award, I think it clear that the arbitrators exceeded their powers. The whole sum of $15,253,80, which was awarded to John S. Williams as the assignee of Samuel, was a debt due from the Glendale Company. The arbitrators charged Goodrich with the whole of this debt, on the ground, that as to a part [200] of it, be had made himself personally liable by giving notes in his own name, instead of giving them as agent of the company ; and as to the residue, the arbitrators proceeded on the ground that Goodrich ought to pay the debt, because he had possessed himself of all the effects of the company, and converted the same to his own use. However just it may be that Goodrich should pay all the debts of the Glendale Company, I think it was not submitted to the arbitrators to say whether he should pay them or not, any further than he had bound himself by contract for their payment. The fact that the Glendale Company, as well as Goodrich, was a party to the submission, goes far to show that the company was to answer for itself; and that the parties did not contemplate that Goodrich should answer for the defaults of the company. This view is strongly confirmed by the fact that Goodrich became a party to the submission, not only on his own account, but also “ as representing the Glendale Millswhich was another corporation. This express consent of Goodrich to stand as the representative of the Glendale Mills, renders the inference nearly or quite conclusive, that he was not to stand in the place of the Glendale Company, concerning which there was no such agreement. But this is not all. The parties go. on in the submission, and provide in express terms, that Goodrich may be charged with any thing which may be found due to Williams from the Glendale Mills. As there is no such agreement in relation to the debts of the Glendale Company, and the company is itself a party to the submission, the inference is irresistible that the parties did not submit the question whether Goodrich should be charged with the debts of the company. It is plain, therefore, that the arbitrators have exceeded their powers. And as that portion of the debts of the company which Goodrich had not contracted to pay, has been mingled with the rest, and the whole awarded in one gross sum, the whole of this branch of the award must fall to the ground. (Thrasher v. Haynes, 2 N. Hamp. 429.) The award of $2,500 to Samuel Williams, for his interest in the Glendale Company, was also a plain excess of jurisdiction [201] on the part of the arbitrators. The parties did not submit the question whether Williams should sell his stock in the company to Goodrich, nor whether Goodrich should buy it; and of course they submitted nothing in relation to the price or value of the stock. If the question about stock had been submitted, the award would then have been open to the further objection, that it' is not mutual and final; for while Williams is to be paid for his stock, there is no provision that he shall transfer it to Goodrich. I am inclined to the opinion that there are other valid objections to the award; but we need not go beyond those which have been considered. It is proper, however, to say that we see no just ground for the charge of partiality in the two arbitrators who made the award. We think they erred in judgment in relation to the extent of their powers; and not that they intended to favor either of the parties at the expense of the other. Award vacated.