Korte Const. Co. v. Deaconess Manor Ass'n
| Decision Date | 11 June 1996 |
| Docket Number | No. 68884,68884 |
| Parties | KORTE CONSTRUCTION COMPANY, Plaintiff/Appellant, v. DEACONESS MANOR ASSOCIATION, Defendant/Respondent. |
| Court | Missouri Court of Appeals |
Greensfelder, Hemker & Gale, P.C., Michael E. Wilson, St. Louis, for Appellant.
Stone, Leyton & Gershman, Paul J. Puricelli, St. Louis, for Respondent.
Appellant Korte Construction Co. (Korte) filed a Petition for Stay of Arbitration in the Circuit Court for the City of St. Louis to enjoin respondent Deaconess Manor Association (DMA) from arbitrating certain claims against it. Korte contended that while a valid arbitration agreement existed between it and one Orchard House Project (OHP), OHP's attempted assignment to DMA of its contractual rights (including arbitration rights) and claims arising thereunder was invalid. Rejecting Korte's argument, the trial court issued an order partially granting and partially denying Korte's petition to stay the arbitration proceeding instituted by DMA. Korte now challenges the component of that ruling adverse to it.
DMA's opening salvo before this court is that the instant appeal is neither authorized by statute nor in accordance with appellate procedure. As DMA reminds us, an appeal is only appropriate where authorized by statute. DMA argues that because RSMO § 435.440 (1994), a statute authorizing appeals from trial court rulings concerning arbitrations, does not authorize appeal of a trial court order denying a stay of arbitration, there can be no appeal of the trial court ruling in this case. DMA is quite correct that while § 435.440(1) authorizes appeal of an order denying an application to compel arbitration and § 435.440(2) authorizes appeal of an order granting an application to stay arbitration, appeal from an order denying a stay of arbitration is not contemplated by that statute. 1
Korte responds that § 435.440 is a statute which authorizes appeals where they otherwise would not lie, and that it in no way derogates from the primary authority for pursuing an appeal from a trial court judgment found at § 512.020. We agree. Section 512.020 is the statutory progenitor of the cardinal rule of appellate jurisdiction; i.e., that the necessary predicate for an appeal is entry by the trial court of a final judgment which disposes of all issues and parties in a given matter. Rea v. Moore, 891 S.W.2d 874, 874-75 (Mo.App. S.D.1995). The relevant precedents do not support the conclusion that § 435.440 is the exclusive avenue through which a trial court order concerning arbitration may be appealed.
In Young v. Prudential Securities, 891 S.W.2d 842 (Mo.App. E.D.1995), the parties had entered a contract containing an arbitration clause. When a dispute arose, plaintiff filed an action in the trial court, and defendant responded with a motion to compel arbitration. The trial court denied defendant's motion, and defendant appealed. While this court found the appeal authorized under § 435.440 even though the trial court's ruling was not a "final judgment" within the meaning of § 512.020, the analysis expounded in that case clearly demonstrates that an appeal is proper if it is authorized under either of the cited statutory provisions. See Young at 843-44.
McClellan v. Barrath Construction Co., 725 S.W.2d 656 (Mo.App. E.D.1987), supports our conclusion with equal force. In McClellan, the plaintiff filed suit seeking a declaratory judgment and damages, and the defendant answered with a motion to compel arbitration, citing the arbitration clause in the contract between the parties. The trial court granted the defendant's motion, and the plaintiff appealed. The defendant contested the appeal on the ground that no final judgment had been entered by the trial court. Only after determining that the appeal was not authorized under either § 435.440 or § 512.020 did this court dismiss the appeal.
The only case of which we are aware that is facially supportive of DMA's position is State ex rel. MCS Building Co. v. KKM Medical, 896 S.W.2d 51 (Mo.App. W.D.1995). When the contract dispute arose in that case, the defendant filed a petition in the trial court seeking a declaration that the arbitration clause in the contract entered by the parties was invalid. The trial court ruled that the arbitration clause was valid, and when the defendant appealed this ruling, the court dismissed the appeal because the trial court's order was not appealable under § 435.440. Because KKM Medical entirely fails to discuss possible appellate authorization under § 512.020, the case suggests on its face that a trial court order concerning arbitration may only be appealed pursuant to § 435.440. Korte states in its brief, however, that review of the legal file in KKM Medical reveals that the trial court order in that case did not dispose of all of the issues raised in the defendant's petition, so that the trial court order was not a final judgment appealable under § 512.020 in any event. We do not find it necessary to delve into the legal file of a decided case in order to resolve the instant issue, however. To the extent that KKM Medical is inconsistent with the Eastern District precedents discussed above we decline to follow it.
Respondent insists that allowing an appeal of any trial court order concerning an arbitration other than those specifically listed in § 435.440 undermines the legislature's announced preference for arbitration. But it scarcely need be said that such a preference only applies where a valid arbitration agreement exists between the litigants. Resolution of this legal issue must occur before the parties are forced to submit to arbitration, and we believe full resolution must include the right to appeal.
Thus, this appeal, despite not enjoying the sanction of § 435.440, is nonetheless authorized if the order entered by the trial court is a "final judgment" within the meaning of § 512.020. The gravamen of the "final judgment" rule is that a judgment is only appealable where it disposes of all parties and all issues in a particular matter. When making this determination, the scope of the particular matter is defined by the issues raised and the parties joined in the pleadings that were before the trial court when it entered its judgment. See Thomas v. Nicks, 867 S.W.2d 676, 677 (Mo.App. E.D.1993). In the present case, the pleadings consist of Korte's petition for a stay order (and a memorandum in support thereof), DMA's memorandum in opposition to Korte's petition, and a stipulation of uncontested facts. Although the argumentation found in these documents is rather involved (as will be seen presently), the crux of the matter before the trial court was whether a valid agreement existed between the parties requiring the arbitration of breach of contract, express and implied warranty, and negligence claims. The trial court did not decide that DMA had adduced proof sufficient to make a submissible case on these claims, nor need it have (see below). The only parties before the court via these pleadings were Korte, DMA, and the Hoffman Partnership, which is an architectural firm with whom Korte has reached a settlement; it is undisputed the Hoffman Partnership has now disappeared from this lawsuit. The trial court's order, in part granting and in part denying Korte's petition, coupled with its supplementary order clarifying its original order, unquestionably adjudicates the legality of the assignment of every right and claim which DMA asserts and, therefore, stands as a "final judgment" within the meaning of § 512.020. 2
DMA also urges that we dismiss this appeal because Korte filed its notice of appeal out of time. The trial court entered its initial Order on April 18, 1995. On April 28, Korte filed a document which it captioned "Motion for Reconsideration." On July 24, the trial court entered its modified judgment. On August 2, Korte filed its notice of appeal.
Under Rule 73.01(a)(4), a party may file a motion for a new trial or a motion to amend a judgment within thirty days of the trial court's entry of judgment. Under Rule 81.05(a), if a motion for a new trial is timely filed, the judgment becomes final ninety days after the motion is filed, unless the court rules on the motion before those ninety days elapse; if so, the judgment becomes final thirty days after entry of judgment or on the date of disposition of the motion, whichever is later. Rule 81.04(a) requires that a party file its notice of appeal no later than 10 days after the judgment appealed from becomes final.
Thus, if Korte's April 28 motion for reconsideration qualifies as a motion for new trial within the meaning of Rule 81.05(a), then Korte's Notice of Appeal was timely filed. Although Korte should have noted its motion as a motion for new trial rather than a motion for reconsideration, it is well established that a party will not be denied substantive review merely because it mislabeled its new trial motion. Koerber v. Alendo Building Co., 846 S.W.2d 729, 730 (Mo.App. E.D.1992).
DMA's motion to dismiss this appeal is denied.
The parties agree that the contract at issue in this case involved interstate commerce and, therefore, the FAA controls the substantive arbitration issues. Woermann Const. Co. v. Southwestern Bell Telephone Co., 846 S.W.2d 790, 792-93 (Mo.App. E.D.1993). A determination of the parties bound by an arbitration agreement where an attempted assignment has occurred is a substantive issue and, is therefore, a question of federal arbitration law. I.S. Joseph Co., Inc. v. Michigan Sugar Co., 803 F.2d 396, 399-400 (8th Cir.1986). In deciding this issue in Michigan Sugar, the Eighth Circuit simply looked at the language of the relevant contractual documents, supplementing its analysis with ...
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