Acton CATV, Inc. v. Wildwood Partners, Ltd., 7053

• Decision Date: 01 August 1989
• Docket Number: No. 7053,7053
• Court: Connecticut Court of Appeals
• Parties: ACTON CATV, INC. v. WILDWOOD PARTNERS, LTD.

Page 976

561 A.2d 976

19 Conn.App. 235

ACTON CATV, INC. v. WILDWOOD PARTNERS, LTD.

No. 7053.

Appellate Court of Connecticut.

Argued May 18, 1989.

Decided Aug. 1, 1989.

William H. Clendenen, Jr., with whom, on the brief, was David M. Lesser, New Haven, for appellant (plaintiff).

Margaret P. Mason, with whom was Michael J. Quinn, New Haven, for appellee (defendant).

Before SPALLONE, STOUGHTON and NORCOTT, JJ.

NORCOTT, Judge.

The plaintiff appeals from the judgment of the trial court denying its application to compel arbitration pursuant to General Statutes § 52-410. The trial court found the following facts. In August, 1977, the defendant, Wildwood Partners, Ltd., purchased a cable television franchise in Sumter County, Florida, from BFM Constructors, Inc. On August 17, 1977, BFM and the defendant entered into a written construction agreement under which BFM agreed to construct a cable television system in exchange for a promissory note from the defendant and other consideration. The construction contract contained a clause in which the parties agreed to submit to binding arbitration all disputes arising out of the agreement, except those regarding the methods or amounts of payments under the promissory note or its securing documents.

The defendant also entered into an agreement for the management and operation of the cable system with Wildwood Cable Management Company, a wholly owned subsidiary of BFM. Both the construction and management contracts included provisions that prohibited the assignment of the rights under the contract without the consent of the other party. In addition, both contracts provided that the agreements were to be "interpreted and construed in accordance with the laws of Connecticut." Notwithstanding those provisions, BFM assigned its rights and liabilities under both agreements to Phoenix Communications, Inc., which, on September 27, 1979, assigned both contracts to the plaintiff, Acton CATV, Inc.

Disagreements arose between the plaintiff and the defendant concerning performance under the construction and management contracts, and, in 1985, the defendant commenced suit against the plaintiff in the circuit court for Sumter County, Florida, seeking specific performance and damages under the construction contract, and damages and other injunctive relief under the management contract. ¹

Thereafter, the plaintiff sought arbitration by the American Arbitration Association in Connecticut which refused the request, determining that absent a mutual agreement of the parties or an order to compel arbitration from the court it was without jurisdiction over the dispute. On November 25, 1987, the plaintiff filed an application in the Connecticut Superior Court for an order to compel arbitration pursuant to General Statutes § 52-410. The trial court denied the application, holding that the plaintiff had not proved the existence of an agreement between the parties. The plaintiff now appeals from that denial, essentially claiming that the trial court erred (1) in finding that the assignment of the contracts was invalid, and (2) in determining that the defendant had not consented to or ratified the assignment of the contracts to the plaintiff by instituting suit against the plaintiff in Florida. We find no error.

"The authority for arbitration must be derived from the agreement of the parties. W.J. Megin, Inc. v. State, 181 Conn. 47, 49, 434 A.2d 306 (1980)." Oldread v. National Union Fire Ins. Co. of Pittsburgh, 5 Conn.App. 517, 519, 500 A.2d 956 (1985). In reviewing a party's application to proceed with arbitration in connection with the agreement, the trial court's authority is to grant or deny the applications " 'according to the rights of the parties.' General Statutes § 52-410(c)." Id., at 520, 500 A.2d 956.

On appeal, " ' "[w]e do not examine the record to determine whether the trier of fact could have reached a conclusion other than the one reached. Rather, we focus on the conclusion of the trial court, as well as the method by which it arrived at that conclusion, to determine whether it is legally correct and factually supported." [Pandolphe's Auto Parts, Inc. v. Manchester, 181 Conn. 217, 222, 435 A.2d 24 (1980) ].' Rodriguez v. New Haven, 183 Conn. 473, 476-77, 439 A.2d 421 (1981)." Duksa v. Middletown, 192 Conn. 191, 205-206, 472...