Unifirst Corporation v. Summit Handling Systems, Inc. dba Summit Material Handling (2012)

MEMORANDUM OF DECISION

FACTS

Unifirst Corporation brings this action against a single defendant, Summit Handling Systems, Inc., d/b/a/ Summit Material Handling, seeking to enforce an arbitration award.

The award was entered, following default, on October 13, 2011, in New York. The award was signed by Michael Wexelbaum, and awarded Unifirst $14,055.10, plus interest at 18 percent from November 29, 2010.

Named as the Respondent in the Award of Arbitration was Summit Handling Systems, Inc., a/k/a Summit Material Handling.

The document relied upon by Unifirst when bringing the arbitration is dated March 20, 2007.  (Ex. 1.) It lists as the party to the agreement “Summit Material Handling.”   The address listed on the document is 7305 Old Wellets Path, Hauppauge, New York. The agreement concerned uniform rental services.

The arbitration clause contained in the agreement accepted on March 20, 2007 (Ex. 1.)

All disputes of whatever kind between the Customer and UniFirst based upon past, present or future acts whether known or unknown, and arising out of or relating to the negotiation, format or performance of this Agreement shall be resolved exclusively by final and binding arbitration.   The arbitration shall be conducted in the capital city of the state where the Customer has its principal place of business or some other location mutually agreed to by Customer and UniFirst ․

The Defendant moves to dismiss the Plaintiff's Application to Confirm Arbitration award.   Summitt Handling Systems, Inc. maintains that it is not a party to the March 20, 2007 Customer Service Agreement, and it is therefore not bound by the terms of the agreement.

It further claims that the arbitrator had no authority to enter the award, since Summit Handling Systems, Inc. is a Connecticut corporation, with its principal place of business in the State of Connecticut.

STANDARD OF REVIEW—MOTION TO DISMISS

A motion to dismiss is the appropriate vehicle for challenging the jurisdiction of the court by saying that the plaintiff is unable, as a matter of law, to state a cause of action which can be heard.  Baskin's Appeal from Probate, 94 Conn. 635, 640 (1984);  Practice Book Section 10–31.   The purpose of a motion to dismiss is to test whether, on the face of the record, the court lacks either personal jurisdiction over the party, or subject matter jurisdiction.  Filippi v. Sullivan, 273 Conn. 1, 8 (2005);  Upson v. State, 190 Conn. 622, 624 (1983).

Subject matter jurisdiction is the power of a court to hear and determine cases of the general class to which the proceedings in question belong.   Gurliacci v. Mayer, 218 Conn. 531, 542 (1991);  LeConche v. Ellingers, 215 Conn. 701, 709 (1990).

Although claims of personal jurisdiction, improper venue or insufficiency of service of process are waived if not timely raised, any claim of subject matter jurisdiction cannot be waived, and must be determined before any further action is considered.  Cahill v. Board of Education, 198 Conn. 229, 238 (1985).

DEFENDANT WAS NOT A PARTY TO THE DOCUMENT RELIED UPON AS THE SOURCE OF THE ARBITRATOR'S AUTHORITY

The Defendant maintains that it was not a party to the Customer Service Agreement which provided for arbitration to resolve issues arising under the contract.   In support of its motion to dismiss, Summit Handling Systems, Inc. submitted an affidavit, signed by its Controller, Joseph Aveni.

The affidavit acknowledges that a New York Corporation, Summit Material Handling, Inc. once existed, but was dissolved in 2005, prior to the signing of the 2007 Customer Service Agreement.

He further stated that the Defendant, Summit Handling Systems, Inc., is a Connecticut corporation, with its principal place of business at 11 Defco Park Road, North Haven.   The Defendant operates out of five locations, two in Connecticut, two in New York, and one in Massachusetts.

Arbitration is a creature of contract, and without an agreement to arbitrate, there can be no arbitration.  Bennett v. Meader, 208 Conn. 352, 356 (1988);  John A. Errichetti Associates v. Boutin, 183 Conn. 481, 488 (1981).   No one can be forced to arbitrate a contract dispute who has not previously agreed to do so.  A. Dubreuil & Sons, Inc. v. Lisboh, 215 Conn. 604, 608 (1990);  Hottle v. BDC Seidman, LLP, 268 Conn. 694, 701 (2004).   Courts of law can enforce only such agreements as the parties actually make.   Nussbaum v. Kimberly Timbers, Ltd., 271 Conn. 65, 72 (2004);  Success Centers.   Inc. v. Huntington Learning Centers, Inc., 223 Conn. 761, 772 (1992).

The Customer Service Agreement executed in March of 2007, references “Summit Material Handling,” not the Defendant, Summit Handling Systems, Inc. Furthermore, the address contained in the agreement is a New York address, while the Defendant is a Connecticut corporation.

Based upon the terms of the Customer Service Agreement (Ex. 1), the court finds that the Defendant, Summit Handling Systems, Inc., did not agree to arbitrate any dispute, since it is not a party to the agreement.   Therefore, the court cannot enforce the terms of the Award of Arbitration dated October 13, 2011, which was entered in the State of New York by Michael Wexelbaum.

Furthermore, had the Defendant, Summit Handling Systems, Inc., agreed to be bound by the arbitration clause which is included in Exhibit 1, the arbitration must take place in the capital city “of the state where the Customer has its principal place of business.”

Summit Handling Systems, Inc. is a Connecticut corporation.   Therefore, proper venue for any proceedings, consistent with the arbitration clause relied upon by the Plaintiff, is Hartford, Connecticut.

The motion to dismiss filed by the Defendant, Summit Handling Systems, Inc., is GRANTED.

RADCLIFFE, J.

Radcliffe, Dale W., J.