Multi-Service Contractors, Inc. v. Town of Vernon

• Decision Date: 01 July 1980
• Docket Number: MULTI-SERVICE
• Citation: Multi-Service Contractors, Inc. v. Town of Vernon, 435 A.2d 983, 181 Conn. 445 (Conn. 1980)
• Court: Connecticut Supreme Court
• Parties: CONTRACTORS, INC. v. TOWN OF VERNON et al.

Page 983

435 A.2d 983

181 Conn. 445

MULTI-SERVICE CONTRACTORS, INC. v.TOWN OF VERNON et al.

Supreme Court of Connecticut.

Argued May 14, 1980.

Decided July 1, 1980.

Richard J. Broadman, Hartford, with whom was Christopher C. Noble, Hartford, for appellant(plaintiff).

Edwin M. Lavitt, Rockville, with whom was Steven M. Ford, Rockville, for appellees(defendants).

Before COTTER, C. J., and BOGDANSKI, PETERS, HEALEY and SHEA, JJ.

BOGDANSKI, Associate Justice.

The plaintiff brought an action against the town of Vernon for the unpaid balance due under the terms of a building contract, and against the members of the building committee of the town, individually and in their official capacities, for interfering tortiously with that contract.

The town filed a motion to dismiss the action on the ground that the plaintiff had failed to comply with the provision of the contract that "all claims, disputes and other matters in question between the contractor and owner arising out of, or relating to, the Contract Documents or the breach thereof ... shall be decided by arbitration ...."The individual defendants also moved to dismiss on the same ground.

The court granted both motions on the ground that the contract clearly provided that such disputes would be decided by arbitration, and since arbitration had not been pursued, the court lacked jurisdiction over the subject matter.

From the judgment entered, the plaintiff has appealed claiming that the court erred in (1) granting the motion to dismiss on the basis of the existence of the arbitration clause and (2) granting the motion to dismiss as to the defendants who are not parties to the contract.¹

Where a contract contains a stipulation that the decision of arbitrators on certain questions shall be a condition precedent to the right of action on the contract itself, such a stipulation will be enforced and, until arbitration has been pursued or some sufficient reason given for not pursuing it, no action can be brought on the contract.Kantrowitz v. Perlman, 156 Conn. 224, 227-28, 240 A.2d 891(1968).Whether an agreement makes arbitration a condition precedent to an action in court depends on the language of the arbitration clause.²While it is true that in the absence of express language a provision for arbitration may be construed, by implication, to be a condition precedent to suit that implication must be so plain that a contrary intention cannot be supposed.It must be a necessary implication.The mere agreement to arbitrate, standing alone, does not give rise to the necessary implication that arbitration is a condition precedent to an action in court.For arbitration to be a condition precedent, the agreement to arbitrate must expressly so stipulate, or it must necessarily be implied from the language used.Kantrowitz v. Perlman, supra, 227-28, 240 A.2d 891;First Ecclesiastical Society v. Besse, 98 Conn. 616, 119 A. 903(1923).

In Mayron's Bake Shops, Inc. v. Arrow Stores, Inc., 149 Conn. 149, 152, 176 A.2d 574, 575(1961), the arbitration clause read as follows: "In the event that any dispute shall arise hereunder or in relation to matters of payment or any matter or thing contained in this Agreement or in the rights or obligations of the parties hereto, such dispute shall be referred to arbitration ...."By the terms of that agreement, disputes arising under it were arbitrable.Because no application was filed to set the arbitration procedure in motion, however, and no relief was sought under § 52-410³ to compel arbitration, this court there held that the trial court was warranted in refusing to order a stay of proceedings until arbitration was had.

The arbitration clause in this case does not require, either by express language or by necessary implication, arbitration as a condition precedent to court action.Nor...