IN RE: Moshe Chaim PANZER (2024)

Order, Supreme Court, New York County (Joel M. Cohen, J.), entered on or about July 10, 2024, which, to the extent appealed from as limited by the briefs, granted respondent's motion seeking to compel compliance with a prior judgment, same court and Justice, entered July 24, 2023, which confirmed an arbitration award in respondent's favor, unanimously affirmed, without costs.

The parties have not shown that the arbitration award falls within one of the three narrow circumstances justifying judicial review — namely, that it violates a strong public policy, is irrational, or clearly exceeds a specifically enumerated limitation on the arbitration panel's power (see Metropolitan Transp. Auth. v. Westfield Fulton Ctr., LLC, 228 A.D.3d 435, 436, 213 N.Y.S.3d 38 [1st Dept. 2024];  Matter of Chaindom Enters., Inc. [Furgang & Adwar, L.L.P.], 10 A.D.3d 495, 496, 781 N.Y.S.2d 504 [1st Dept. 2004]).  The parties’ settlement agreement expressly provides that the panel has jurisdiction over “all disputes involving the appraisal process and the [c]losing,” and the date of the closing and the value of the appraisal were both disputes within the scope of that jurisdiction (see Westfield Fulton Ctr., 228 A.D.3d at 436, 213 N.Y.S.3d 38).  Thus, the arbitration panel acted well within its authority in deciding those disputes (see id.;  see also DS–Concept Trade Inv. LLC v. Wear First Sportswear, Inc., 128 A.D.3d 585, 585, 10 N.Y.S.3d 60 [1st Dept. 2015]).  Moreover, the final award was issued in accordance with paragraph 10 of the settlement agreement, which required petitioner to sell his shares in the company to respondent at a closing to take place no more than 60 days after the panel determined the value of those shares (see Westfield Fulton Ctr., 228 A.D.3d at 436, 213 N.Y.S.3d 38).

We reject petitioner's assertion that under paragraph 30 of the settlement agreement, he may decline to proceed with the closing.  Under the circumstances presented, where the parties engaged in months of settlement negotiations and arbitration proceedings, this interpretation of section 30 is unreasonable and would render the agreement's terms meaningless (see Perlbinder v. Board of Mgrs. of 411 East 53rd Street Condominium, 65 A.D.3d 985, 886 N.Y.S.2d 378 [1st Dept. 2009]).  In any event, petitioner fails to articulate any material breach that would trigger the provisions of paragraph 30.