JULIE HAACK AS TRUSTEE OF JULIE HAACK FAMILY TRUST DATED MARCH 25 1999 AS AMENDED AND RESTATED BY THE FULLY AMENDED AND RESTATED JULIE HAACK FAMILY TRUST DATED SEPTEMBER 21 2013 AND AS FURTHER AMENDED BY AMENDMENTS THERETO DATED FEBRUARY 2015 AND DECEMBER 11 2018 v. DONALD JARVIS AS TRUSTEE OF DONALD JARVIS AND WILMA JARVIS REVOCABLE TRUST (2026)

Donald E. Jarvis (“Jarvis”), as Trustee of the Donald E. Jarvis and Wilma A. Jarvis Revocable Trust, appeals from the trial court's judgment confirming the arbitration award entered in favor of Julie A. Haack (“Haack”), as Trustee of the Julie A. Haack Family Trust, dated March 25, 1999, as amended and restated by the Fully Amended and Restated Julie A. Haack Family Trust, dated September 21, 2013, and as further amended by amendments thereto dated February 5, 2015, and December 11, 2018. Jarvis raises one Point on Appeal, arguing the trial court erred in refusing to vacate, and instead affirming, the arbitration award because “there was no agreement between [Jarvis] and [Haack] to arbitrate the issue of who had superior rights to a parking space at the parties’ condominium” (the “Condominium”). We affirm.

Factual and Procedural Background

In 2001, a developer (the “Developer”) recorded a “Declaration of Condominium” in Jackson County, Missouri related to the Plaza Pavilion Condominiums in Kansas City (the “First Declaration”). The First Declaration described the “limitations, covenants, obligations, restrictions, conditions, reservations, subdivisions, easements, liens, charges, and assessments” established in order to carry out a general plan for the operation and governance of the Condominium. The First Declaration stated that “[n]o Owner may avoid the obligations and burdens coincident to ownership of a [Condominium unit] or membership in the [Plaza Pavilion Condominium Association].” Further, all Condominium unit owners were “deemed to have agreed to be bound by all the provisions of [the First Declaration] and all amendments [thereto].”

The First Declaration contained a section regarding parking spaces at the Condominium, which provided,

The Owner of each Unit shall receive an irrevocable assignment of not less than one (1) parking stall ․ as Limited Common Elements in the Condominium. The original assignment of parking stalls ․ shall be made by the [Developer] at the time of acquisition or purchase of a Unit.

The First Declaration continued, “The [Developer] hereby reserves the exclusive right to assign specific parking stalls ․ as Limited Common Elements for the use of designated Owners upon their purchase of Units.”

On June 26, 2002, the Developer conveyed a Condominium unit to Haack's predecessor in interest by warranty deed. Then, on September 3, 2002, the Developer conveyed a separate Condominium unit to Jarvis by deed. Both conveyances granted a license to a particular parking space. Unfortunately, the licenses to both Haack's predecessor in interest and Jarvis were to the same parking space, number 27 (“Parking Space 27”).

On June 12, 2003, the Developer again amended ¹ and restated the Condominium's declarations by executing the “Second Amended and Restated Declaration of Condominium” (the “Second Amended Declaration”) (the First Declaration and Second Amended Declaration are sometimes referred to collectively as the “Declarations”). As stated, in the First Declaration all Condominium unit owners had agreed to be bound by the declarations as amended from time to time. Accordingly, the parties here are bound by the Second Amended Declaration.²

Regarding parking at the Condominium, the Second Amended Declaration's parking section stated,

Subject to the availability of parking stalls, the Owner of each [Condominium] Unit shall be offered a one-time opportunity to purchase an irrevocable license for not less than one (1) parking stall for each bedroom located within the Unit (i.e., one (1) parking stall for one-bedroom Units and two (2) parking stalls for two-bedroom Units). This right is not an option, and does not continue beyond the initial offer made to the Owner.

The parking section also provided that, after their original assignment, all parking space assignments “may thereafter be changed only by ․ the Board[³ ] ․ as they may feel to be necessary, reasonable or appropriate in the circumstances.” It continued, “[t]he rights purchased by Owners to parking stalls ․ shall be licenses rather than fee simple ownerships or leases.”

At some point thereafter, Haack was conveyed an ownership interest in her unit at the Condominium by warranty deed as well as her predecessor's license to use Parking Space 27.⁴ Thus Haack and Jarvis had competing licenses for the use of such space and a dispute arose over its use. The Second Amended Declaration contained an arbitration provision.⁵ On June 25, 2024, Haack brought an arbitration action against Jarvis seeking “declaratory judgment as to the rights to Parking Space 27 at the [Condominium], to which both [Haack] and [Jarvis] claim an interest.” Pursuant to the Second Amended Declaration, an arbitrator was appointed. The arbitrator conducted a hearing on October 3, 2023, which Haack attended. Although properly served with notice of same, Jarvis did not participate in or attend the arbitration proceedings. On October 30, 2024, the arbitrator issued the arbitration award.

In the award, the arbitrator concluded that Haack had “a valid and existing irrevocable right entitling her to an exclusive use of Parking Space 27” pursuant to the Second Amended Declaration. The arbitrator also declared that Jarvis had “no rights to Parking Space 27” and ordered that Jarvis “be enjoined from blocking or inhibiting [Haack's] rights to Parking Space 27.” Finally, the arbitrator ordered that Jarvis pay Haack “attorneys’ fees in the amount of $34,526.00” and Haack's “cost of arbitration in the amount of $8,950.00.”

On November 25, 2024, Haack filed an application for the confirmation of the arbitration award pursuant to section 435.400,⁶ requesting that the trial court enter an order and judgment confirming the arbitration award. Jarvis timely filed his opposition to Haack's motion for confirmation as well as a cross-motion to vacate, modify, or correct the arbitration award pursuant to section 435.405. In his opposition, Jarvis alleged that Haack's “claim to the parking spot did not arise ‘hereunder’ the [Second Amended Declaration] but was a simple quiet title matter which arose under two competing conveyances and which should have been brought directly before the [trial court].” Jarvis requested that the trial court deny Haack's application for confirmation of arbitration award and vacate said award.

On April 22, 2025, the trial court entered its judgment granting Haack's application for confirmation of the arbitration award and denying Jarvis's motion to vacate, modify, or correct same. This appeal follows.

Standard of Review

In general, an appeal from a judgment confirming an arbitration award “shall be taken in the manner and to the same extent as from orders or judgments in a civil action.” Section 435.440.2. Thus, “we will affirm the trial court's judgment ‘unless there is no substantial evidence to support it, it is against the weight of the evidence, or it erroneously declares or applies the law.’ ” Wiedner v. Ferrellgas, Inc., 662 S.W.3d 842, 846 (Mo. App. W.D. 2023) (quoting State ex rel. Greitens v. Am. Tobacco Co., 509 S.W.3d 726, 735 (Mo. banc 2017)).

“Given the purposes of arbitration as an alternative to litigation, judicial oversight of arbitration is narrow and strictly limited.” Id. (quoting City of Chesterfield v. Frederich Constr. Inc., 475 S.W.3d 708, 709 (Mo. App. E.D. 2015)). “ ‘An appellate court's review of the arbitrability of a dispute is de novo’ because ‘[w]hether a dispute is covered by an arbitration provision is relegated to the courts as a question of law.’ ” Theroff v. Dollar Tree Stores, Inc., 591 S.W.3d 432, 436 (Mo. banc 2020) (quoting Dunn Indus. Grp., Inc. v. City of Sugar Creek, 112 S.W.3d 421, 428 (Mo. banc 2003)); see also Nw. Chrysler Plymouth, Inc. v. DaimlerChrysler Corp., 168 S.W.3d 693, 695 (Mo. App. E.D. 2005) (“Whether a dispute is covered by an arbitration provision is a question of law, and we review the arbitrability of a dispute de novo.” (citation omitted)).

Analysis

In his sole point, Jarvis argues the trial court erred in refusing to vacate, and instead affirming, an arbitration award in favor of Haack because “there was no agreement between [Jarvis] and [Haack] to arbitrate the issue of who had superior rights to a parking space” at the Condominium. Jarvis asserts section 435.405.1(5), which he refers to as the “absence of agreement to arbitrate” ground, is applicable here to reverse the trial court and vacate the arbitration award itself.⁷ “Section 435.405.1 sets forth five possible grounds for vacating an arbitration award ․” City of Chesterfield, 475 S.W.3d at 709-10.⁸ Section 435.405.1(5) provides that an arbitration award is to be vacated where: 1) there was no arbitration agreement; 2) the issue of arbitrability was not found against the moving party in a section 435.355 proceeding, and; 3) the moving party did not participate in the arbitration hearing without objecting to the arbitrability of the matter. Here, the issue of arbitrability was not adjudicated in a section 435.355 proceeding and Jarvis did not participate in the arbitration hearing. Accordingly, we begin by addressing the first element, where Jarvis asserts there is no applicable arbitration agreement.

Jarvis contends this is simply a property dispute which is exclusively determined by a review of the deeds of conveyance and transfers of the parties’ Condominium units and parking spaces, none of which contain an arbitration provision. He reasons the Declarations do not come into play at all on the issue. Because no Declarations are applicable, he reasons the arbitration provisions contained therein are not applicable, leaving the parties with no provision to arbitrate. We disagree.

“[A]rbitration agreements are tested through a lens of ordinary state-law principles that govern contracts ․” Eaton v. CMH Homes, Inc., 461 S.W.3d 426, 432 (Mo. banc 2015) (quoting Robinson v. Title Lenders, Inc., 364 S.W.3d 505, 515 (Mo. banc 2012)). As such, a “party cannot be compelled to arbitration unless the party has agreed to do so.” Kan. City Urology, P.A. v. United Healthcare Servs., 261 S.W.3d 7, 11 (Mo. App. W.D. 2008). An “agreement to arbitrate is an exercise of ‘the parties’ right to contractually agree to relinquish substantial rights.” Disruption 8, LLC v. Vertical Enter., LLC, 710 S.W.3d 562, 566 (Mo. App. W.D. 2025) (quoting Malan Realty Invs., Inc. v. Harris, 953 S.W.2d 624, 626 (Mo. banc 1997)). “Arbitration is fundamentally a matter of consent, and thus a party cannot be required to arbitrate a dispute that it has not agreed to arbitrate.” Riley v. Lucas Lofts Invs., LLC, 412 S.W.3d 285, 290 (Mo. App. E.D. 2013) (quoting Jones v. Paradies, 380 S.W.3d 13, 17 (Mo. App. E.D. 2012)).

Here, though he asserts that only the deeds and transfers of the parties are necessary to address this dispute, Jarvis does not dispute there is an arbitration clause in the Second Amended Declaration. Further, he does not dispute that he is a party to the Second Amended Declaration. Indeed, all declarations here are recorded covenants which run with the land. Accordingly, all Condominium unit owners, including Jarvis, are subject to the Second Amended Declaration's binding language that by their “purchase ․ and ownership of a Unit in the Condominium, shall be deemed to have agreed to be bound by all the provisions of this [Second Amended] Declaration[.]” Jarvis is thereby now bound by the Second Amended Declaration.

Rather than deny the existence of the Second Amended Declaration's arbitration clause,⁹ Jarvis argues the issue at hand is not a matter “hereunder in dispute” as required for a matter to be arbitrable under such declaration. In referencing “hereunder in dispute,” Jarvis refers to that portion of the arbitration clause which refers to what issues are subject to arbitration. Here, issues subject to arbitration are issues arising under the Second Amended Declaration. But as stated, Jarvis's assertion is that the matter at hand does not arise from the Second Amended Declaration at all, but rather is exclusively determined by a review of the deeds of conveyance and transfers of the Condominium units and parking spaces.

“Whether a dispute is covered by an arbitration clause is ․ to be determined from the contract entered into by the parties.” Riley v. Lucas Lofts Invs., LLC, 412 S.W.3d at 290-91 (quoting Greenwood v. Sherfield, 895 S.W.2d 169, 174 (Mo. App. S.D. 1995)). “To decide whether the parties contracted to arbitrate a particular dispute, ․ [c]ourts must ascertain the intent of the parties through the plain and ordinary meaning of the contract terms and give effect to that intent.” Mackey v. Schooler's Constr., L.L.C., 640 S.W.3d 792, 798 (Mo. App. W.D. 2022) (citing St. Louis Reg'l Convention v. Nat'l Football League, 581 S.W.3d 608, 617 (Mo. App. E.D. 2019)). “If the contract terms are unequivocal, plain, and clear, the court is bound to enforce the contract as written.” Holm v. Menard, Inc., 618 S.W.3d 669, 677 (Mo. App. W.D. 2021) (quoting Malan Realty Invs., Inc., 953 S.W.2d at 626-27). “Doubts as to arbitrability should be resolved in favor of coverage.” Mackey, 640 S.W.3d at 798 (quoting Lunsford v. Deatherage, 518 S.W.3d 890, 896 (Mo. App. S.D. 2017)).

Though Jarvis seeks to frame this case as merely about competing deeds and transfers to Parking Space 27, that is not the case. Rather, the right to a parking space is specifically derived from, and governed by, the Second Amended Declaration. The Developer's (or Board's) ability to assign rights to a parking space is controlled by that declaration. Thus, the Second Amended Declaration is central to the issue of possession of Parking Space 27. In such declaration, each unit owner is provided a license for a parking space at the time of the purchase of a Condominium unit. Initially, the Developer assigns the parking space, with all future assignments made by either the Developer, during his period of control, or the Board. And, all initial assignments to unit owners may only be changed by the Developer or Board thereafter. Further, the Board has the right to reassign existing parking spaces “as they may feel to be necessary, reasonable or appropriate[.]” In sum, the reason there is a deed dispute is because of the Second Amended Declaration's language, as the right to the parking space derives from that document.

Notably, the Second Amended Declaration states the interest obtained by unit owners are “licenses rather than fee simple ownerships or leases” and the unit owner's use of same is “subject to the provisions of this Declaration and the Rules and Regulations of the Condominium, as they may be amended from time to time.” Overarching these provisions is the fact that all unit owners were originally “bound by all the provisions of this [First] Declaration and all amendments[.]” Thus, though the Jarvis and Haack deeds possessed some evidentiary value, the licenses assigned therein and the controlling provisions for same derive from the Second Amended Declaration. As such, Jarvis's claim is not independent of the contract terms, and its resolution does require reference to the underlying declaration.

The analysis in Mackey v. Schooler's Construction is instructive in analyzing the distinction Jarvis seeks to make between the deeds and the Declarations. 640 S.W.3d at 795. There, the Mackeys entered into a contract to purchase a newly-constructed residence from Schooler's. Id. Schooler's provided a warranty for the Mackeys’ new home. Id. The warranty contained an arbitration provision requiring “arbitration of ‘[a]ny controversy or claim arising out of or relating to this [contract], or the breach thereof.’ ” Id. at 797 (first alteration in original).

Later, the Mackeys filed suit against Schooler's, asserting claims for negligent construction, breach of the implied contractual duty to perform work in a good and workmanlike manner, and breach of the implied warranty of habitability. Id. at 796. Specifically, the Mackeys did not file a breach of warranty action under the limited warranty the parties entered into. Id. at 795, 799. Schooler's filed a motion to compel arbitration in reliance on the warranty's arbitration clause. Id. at 796-97. The trial court denied the motion and Schooler's appealed. Id.

In reversing the trial court's decision, this Court determined that, “[a]lthough the Mackeys’ claims are not based on a breach of the limited warranty, the central issue in each of their claims ․ is the same issue that the limited warranty purports to define.” Id. at 799. Thus, “[a]t a minimum, ‘the dispute touches on matters covered by the [limited warranty].’ ” Id. (second alteration in original) (quoting St. Louis Reg'l, 581 S.W.3d at 617). Further, “doubts as to arbitrability should be resolved in favor of coverage.” Id. (quoting Lunsford, 518 S.W.3d at 896). As such, we held “the Mackeys’ claims fall within the scope of the arbitration agreement.” Id.

Similarly, the central issue here, the claim of right in Parking Space 27, exists and is derived from the Second Amended Declaration. As such, their purported “licenses” to use Parking Space 27 are subject to the Second Amended Declaration. Said another way, the reason there is a dispute regarding rights to a parking space at the Condominium is because the Second Amended Declaration created those rights. Clearly, at a minimum, the dispute between Haack and Jarvis regarding Parking Space 27 “touches on matters covered by” the Second Amended Declaration. See Mackey, 640 S.W.3d at 799.

Further, we note the arbitrator began his analysis by recognizing this. The arbitrator determined that the parties’ rights to both purchase a Condominium unit and obtain rights to use a parking space were derived from the Second Amended Declaration. Clearly, construction of and reference to the Second Amended Declaration was required in resolving the dispute. Accordingly, this is a matter “hereunder in dispute” and subject to the arbitration clause in the Second Amended Declaration.

Point I is denied.

Conclusion

For the foregoing reasons, the judgment of the trial court is affirmed.

FOOTNOTES

1.   Prior to this, the First Declaration was amended as the First Amended Declaration, which is not relevant to this appeal.

2.   The arbitration award and trial court judgment refer to an amended set of declarations dated February 24, 2009, but no such amendment was presented to the trial court nor provided to this Court. And, both Haack and Jarvis solely refer to the Second Amended Declaration. We follow suit and presume that the Second Amended Declaration is controlling regarding the matters currently before this Court.

3.   The Second Amended Declaration defines the “Board” as “the body, regardless of name, designated in this Declaration or in the Bylaws of the [Condominium] Association, to act on behalf of and be responsible for over-seeing and carrying out the day-to-day business of the [Condominium] Association.”

4.   Haack's warranty deed was not contained in this Court's record on appeal. However, neither party disputes the arbitrator's factual finding that Haack was “the record owner of certain real property ․ including Parking Space 27[.]”

5.   The First Declaration also provided for arbitration.

6.   All statutory references are to RSMo (2016), as updated by supplement through the date the arbitration proceedings began unless otherwise noted.

7.   Haack argues Jarvis actually makes an “outside the scope of the arbitration” argument, pursuant to section 435.405.1(3), a matter not preserved for appeal. Haack's assertion misstates Jarvis's argument. As he does here, in the trial court, Jarvis asserted section 435.405.1(5) applied because there is no arbitration provision in the deed to his Condominium unit or the associated transfer documents, and they are the only documents necessary to determine his Parking Space 27 rights. Jarvis then argues that because there was no arbitration provision in the deeds or transfers, the arbitrator had no authority to arbitrate the pending dispute. He argues the Declarations are not involved in the determination of his rights at all, therefore the arbitration provision contained in the controlling Second Amended Declaration is of no consequence. Though Jarvis's argument here fails because the parking spot issue is a matter in dispute under the Second Amended Declaration and thus its arbitration provisions apply, his argument below as previously stated herein, is preserved.

8.   In its entirety, section 435.405.1 provides,1. Upon application of a party, the court shall vacate an award where:(1) The award was procured by corruption, fraud or other undue means;(2) There was evident partiality by an arbitrator appointed as a neutral or corruption in any of the arbitrators or misconduct prejudicing the rights of any party;(3) The arbitrators exceeded their powers;(4) The arbitrators refused to postpone the hearing upon sufficient cause being shown therefor or refused to hear evidence material to the controversy or otherwise so conducted the hearing, contrary to the provisions of section 435.370, as to prejudice substantially the rights of a party; or(5) There was no arbitration agreement and the issue was not adversely determined in proceedings pursuant to section 435.355 and the party did not participate in the arbitration hearing without raising the objection; but the fact that the relief was such that it could not or would not be granted by a court of law or equity is not ground for vacating or refusing to confirm the award.

9.   The Second Amended Declaration's arbitration clause states in relevant part: The [Condominium ownership] Association, the [Developer] or any Owner [of a Condominium unit] may request binding arbitration of any matter hereunder in dispute other than the failure to make timely payment of an amount due and payable. Such arbitration ․ shall be initiated by the requesting party's giving all Owners [of a Condominium unit] and the [Condominium ownership] Association written notice of arbitration. Within twenty-one (21) days after the notice of arbitration has been given, all interested parties shall appoint a single arbitrator by written instrument. If they are unable to agree on an arbitrator, then the American Arbitration Association or any other organization mutually acceptable to the parties shall be requested to appoint the arbitrator․ Any notice requesting arbitration shall simultaneously be served on each secured party or mortgagee of the Common [Condominium] Elements or any affected Unit whose name and address is known to the requesting party, and the arbitration shall not be binding upon any Mortgagee or secured party not so served.(emphasis added).

W. DOUGLAS THOMSON, JUDGE

All concur