Vermont Aerospace Industries, LLC v. Schwoeri (Appendix)

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Vermont Aerospace Industries, LLC v. Schwoeri

APPENDIX
VERMONT AEROSPACE INDUSTRIES, LLC
v. LAWRENCE W. SCHWOERI*
Superior Court, Judicial District of Bridgeport
File No. CV-XX-XXXXXXX-S

Memorandum filed September 26, 2024

Proceedings

Memorandum of decision on plaintiff’s application
to vacate, correct and/or modify arbitration award and
on defendant’s motion for order confirming arbitration
award. Application to vacate, correct and/or modify
arbitration award denied; motion for order confirm-
ing arbitration award granted.

Jay Levin, with whom was James Philopena, for the
plaintiff.
John Cesaroni, for the defendant.

Opinion

HON. BARRY K. STEVENS, judge trial referee.
STATEMENT OF THE CASE
This present action was instituted on February [23],
2024, by the plaintiff, Vermont Aerospace Industries,
LLC (VAI), against the defendant, Lawrence W.
Schwoeri (Schwoeri), seeking to vacate, correct or
modify an arbitration award. On March 7, 2024, in
response to the application, Schwoeri filed a motion
for an order confirming the award. On April 5, 2024,
VAI filed a memorandum in support of its application
to vacate, correct, or modify the arbitration award. On
* Affirmed. Vermont Aerospace Industries, LLC v. Schwoeri, 235 Conn.
App. 576 , A.3d (2025).
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May 3, 2024, Schwoeri filed a memorandum in opposi-
tion to VAI’s application. The court heard oral argument
on the matter on June 4, 2024.
The filings of the parties provide the following rele-
vant information. VAI is a limited liability company
organized and existing under the laws of the state of
Wyoming. Schwoeri resides in Florida and formerly
served as the chief executive officer (CEO) of VAI. On
June 1[5], 2016, Schwoeri signed an Executive Term
Sheet (term sheet) as the CEO of VAI, which summa-
rized the terms of his employment. Section 3.2 of the
operating agreement between the parties provides that
Schwoeri may sell or put his interest in the company
(the put right) or, alternatively, that VAI may purchase
Schwoeri’s interest in the company in certain circum-
stances. On or about June 14, 2021, Schwoeri attempted
to exercise his put option for VAI. However, Leonard
M. Levie, the chairman of VAI, refused to honor the put
right. In February, 2022, Levie terminated Schwoeri’s
employment.
On January 30, 2023, Schwoeri commenced arbitra-
tion with the American Arbitration Association (AAA),
entitled Lawrence W. Schwoeri v. Vermont Aerospace
Industries, LLC and Leonard M. Levie, Docket No. 01-
23-0000-3897. Schwoeri asserted four claims against VAI
and Levie: (1) breach of contract: refusal to pay put
option; (2) breach of contract: failure to pay taxes; (3)
breach of fiduciary duties (asserted against Levie); and
(4) unjust enrichment. On April 25, 2023, VAI filed [its]
answer and asserted three counterclaims against
Schwoeri: (1) breach of fiduciary duties; (2) construc-
tive fraud; and (3) corporate waste. Abigail Pessen was
designated as the arbitrator. The arbitrator received
extensive witness testimony, including expert witness
testimony, and over 200 exhibits into evidence. There-
after, both parties submitted postarbitration briefs. The
AAA hearing was declared closed as of December 8,
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2023, but the parties mutually agreed to January 12,
2024, as the deadline for the issuance of a final award.
On January 9, 2024, the arbitrator issued the final award.
In the final award, the arbitrator found that Schwoeri
was entitled to the sum of $2,829,794, the credible valua-
tion of the put right. The arbitrator further found that
Schwoeri did not commit any fraud, misconduct, or
violate the term sheet based on a breach of his fiduciary
duties, explaining that the operating agreement did not
impose a fiduciary duty on LLC managers. Because the
operating agreement did not include a clause indicating
that a breach of fiduciary duty was a ground to disallow
executing the put right, breaching his fiduciary duty
was not a valid ground to bar Schwoeri from executing
his put option. Next, the arbitrator found that Schwoeri
was entitled to the income tax distributions for the
years of 2021 and 2022 and that VAI would pay his tax
distribution for 2023 if they did not remove him as a
shareholder per the language of the operating agree-
ment. Finally, the arbitrator dismissed Schwoeri’s third
claim of breach of fiduciary duties against Levie and
fourth claim of unjust enrichment.
Regarding VAI’s counterclaims, the arbitrator found
that, as to Schwoeri’s breach of fiduciary duty, that
Schwoeri was not candid or transparent in his dealings
with the company and his manager for all post-June 5,
2020 monetary transfers. The arbitrator specified that
Schwoeri was insubordinate and breached the fiduciary
duty owed to VAI as the manager of the LLC and as VAI’s
employee. As a result of this conduct, the arbitrator
awarded to VAI as a setoff the amount of $297,916.66.
DISCUSSION
I
’’The standard of review for arbitration disputes is
well settled. Judicial review of arbitral decisions is nar-
rowly confined. . . . When the parties agree to arbitra-
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tion and establish the authority of the arbitrator through
the terms of their submission, the extent of our judicial
review of the award is delineated by the scope of the
parties’ agreement. . . . Because we favor arbitration
as a means of settling private disputes, we undertake
judicial review of arbitration awards in a manner
designed to minimize interference with an efficient and
economical system of alternative dispute resolution.’’
(Internal quotation marks omitted.) Girolametti v.
Rizzo Corp., 152 Conn. App. 60, 63–64, 97 A.3d 55
(2014); see also Zelvin v. JEM Builders, Inc., 106 Conn.
App. 401, 406, 942 A.2d 455 (2008).
General Statutes § 52-417 provides that ‘‘[a]t any time
within one year after an award has been rendered and
the parties to the arbitration notified thereof, any party
to the arbitration may make application to the superior
court for the judicial district in which one of the parties
resides or, in a controversy concerning land, for the
judicial district in which the land is situated or, when
the court is not in session, to any judge thereof, for an
order confirming the award. The court or judge shall
grant such an order confirming the award unless the
award is vacated, modified or corrected as prescribed
in sections 52-418 and 52-419.’’
The standard of review that guides the analysis of
arbitration awards is well established. ‘‘Our review is
limited to a comparison of the award to the submission.
Our inquiry generally is limited to a determination as
to whether the parties have vested the arbitrators with
the authority to decide the issue presented or to award
the relief conferred. With respect to the latter, we have
explained that, as long as the arbitrator’s remedies were
consistent with the agreement they were within the
scope of the submission.’’ (Footnotes omitted; internal
quotation marks omitted.) Harty v. Cantor Fitzgerald &
Co., 275 Conn. 72, 85–86, 881 A.2d 139 (2005).
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In VAI’s application to vacate, correct, or modify the
final arbitration award and in [its] supporting memoran-
dum, VAI argues that, although the arbitrator found that
Schwoeri breached [his] fiduciary duty as an employee
and CEO of VAI, the arbitrator failed to determine
whether that breach of fiduciary duty amounted to a
violation of the term sheet and, consequently, the
operating agreement between the two parties. Further,
VAI argues that the arbitrator ignored the language of
the operating agreement regarding Schwoeri’s put right
and failed to determine whether Schwoeri’s conduct,
which violated his fiduciary duties, also violated the
covenant of good faith and fair dealing. Finally, VAI
argues that the arbitrator’s award amounts to a manifest
disregard of the law and a violation of public policy.
In opposition, Schwoeri argues that VAI’s positions
merely reflect disagreement with the arbitrator’s deci-
sion, which was well within the scope of the
unrestricted submission provided under the parties’
arbitration agreement. Schwoeri maintains that there
is no evidence to support VAI’s argument that the arbi-
trator ignored the language of the operating agreement
when issuing the final award. Schwoeri further argues
that the arbitrator, when deciding the final award, did
not manifestly disregard the law simply because she
misinterpreted a contractual provision or violate pub-
lic policy.1
II
UNRESTRICTED SUBMISSION
As an initial matter, the court finds that the parties’
submission to arbitration was unrestricted. See gener-
ally Girolametti v. Rizzo Corp., supra, 152 Conn. App.
1
In [his] memorandum in opposition to the application to vacate the
award, the defendant filed an affidavit summarizing the facts of the arbitra-
tion. VAI moves to strike the affidavit on the ground that it alleges new
facts and evidence. Although the affidavit does not appear to present any-
thing new, the court, treating the motion to strike as an objection, sustains
the objection on the ground that this affidavit is unnecessary and superflu-
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63 (‘‘[w]hen the scope of the submission is unrestricted,
the resulting award is not subject to de novo review
even for errors of law so long as the award conforms
to the submission’’). ‘‘The authority of an arbitrator to
adjudicate the controversy is limited only if the agree-
ment contains express language restricting the breadth
of issues, reserving explicit rights, or conditioning the
award on court review. In the absence of any such
qualifications, an agreement is unrestricted.’’ (Internal
quotation marks omitted.) LaFrance v. Lodmell, 322
Conn. 828, 850–51, 144 A.3d 373 (2016).
‘‘Where the submission does not otherwise state, the
arbitrators are empowered to decide factual and legal
questions and an award cannot be vacated on the
grounds that . . . the interpretation of the agreement
by the arbitrators was erroneous. Courts will not review
the evidence nor, where the submission is unrestricted,
will they review the arbitrators’ decision of the legal
questions involved. . . . In other words, [u]nder an
unrestricted submission, the arbitrators’ decision is
considered final and binding; thus the courts will not
review the evidence considered by the arbitrators nor
will they review the award for errors of law or fact.’’
Harty v. Cantor Fitzgerald & Co., supra, 275 Conn. 80.
Section 12.4 of the VAI operating agreement states:
‘‘Arbitration. Each party hereto, for itself and its succes-
sors and assigns, irrevocably agrees that any dispute,
claim or controversy arising out of or relating to this
Agreement or the breach, termination, enforcement,
interpretation or validity thereof, including the determi-
nation of the scope or applicability of this agreement
to arbitrate, shall be determined by arbitration in accor-
dance with the then prevailing American Arbitration
ous. The court is bound to review the findings made by the arbitrator,
making the affidavit unnecessary. See Reyes v. Allstate Ins. Co., Superior
Court, Docket No. CV-XX-XXXXXXX-S (March 18, 1996) (holding that court
would not consider evidence not previously considered by umpire).
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Association (‘‘AAA’’) Rules and Procedures (except as
modified herein). Failing timely agreement, the arbitra-
tors shall be selected by AAA. The place of arbitration
shall be Fairfield County, Connecticut. This clause shall
not preclude [the] parties from seeking provisional rem-
edies in aid of arbitration from a court of appropriate
jurisdiction.’’ (Defendant’s Memorandum in Opposition;
Entry at Docket No. 107.00, Ex. 3, p. 20).
This language of the arbitration clause of the operating
agreement indicates an unrestricted arbitration submis-
sion because there is nothing indicating any limitations
on the breadth of issues subject to arbitration or any-
thing reserving any explicit rights. The Appellate Court
has held that an arbitration clause that provided ‘‘[a]ny
controversy or claim arising out of, or relating to this
agreement, or the breach thereof, shall be settled by
arbitration . . .’’ is unrestricted because it ‘‘contained
no language restricting the breadth of issues, reserving
explicit rights, or conditioning the award on court
review.’’ (Internal quotation marks omitted.) Exley v.
Connecticut Yankee Greyhound Racing, Inc., 59 Conn.
App. 224, 227 n.3, 230, 755 A.2d 990, cert. denied, 254
Conn. 939, 761 A.2d 760 (2000).
In summary, because the submission of the parties’
dispute to arbitration was unrestricted, the court may
not review the award for errors of fact and law, but
may reverse the award if the arbitrator manifestly disre-
garded the law or if the award violates public policy.
III
MANIFEST DISREGARD OF THE LAW
’’Judicial inquiry under the manifest disregard stan-
dard is . . . extremely limited. The governing law
alleged to have been ignored by the arbitrators must
be well defined, explicit, and clearly applicable. [The
court is] not at liberty to set aside an arbitration panel’s
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award because of an arguable difference regarding the
meaning or applicability of laws urged upon it.’’ (Inter-
nal quotation marks omitted.) Merrill Lynch, Pierce,
Fenner & Smith, Inc. v. Bobker, 808 F.2d 930, 934 (2d
Cir. 1986); see also Nxegen, LLC v. Carbone, 155 Conn.
App. 264, 270–71, 109 A.3d 534, cert. denied, 316 Conn.
906, 111 A.3d 882 (2015).
‘‘A litigant seeking to vacate an arbitration award
based on alleged manifest disregard of the law bears a
heavy burden, as awards are vacated on grounds of
manifest disregard only in those exceedingly rare
instances where some egregious impropriety on the
part of the arbitrator is apparent.’’ (Internal quotation
marks omitted.) Smarter Tools, Inc. v. Chongqing
SENCI Import & Export Trade Co., Ltd., 57 F.4th 372,
383 (2d Cir. 2023). ‘‘[A] claim that the arbitrators have
exceeded their powers may be established under [Gen-
eral Statutes] § 52-418 in either one of two ways: (1)
the award fails to conform to the submission, or, in
other words, falls outside the scope of the submission;2
or (2) the arbitrators manifestly disregarded the law.’’
(Footnote added; internal quotation marks omitted.)
Harty v. Cantor Fitzgerald & Co., supra, 275 Conn. 85.3
2
‘‘Section 52-418 (a) (4) provides that an award shall be vacated if the
arbitrators have exceeded their powers or so imperfectly executed them
that a mutual, final and definite award upon the subject matter submitted
was not made. In our construction of § 52-418 (a) (4), we have, as a general
matter, looked to a comparison of the award with the submission to deter-
mine whether the arbitrators have exceeded their powers.’’ (Internal quota-
tion marks omitted.) Garrity v. McCaskey, 223 Conn. 1, 7, 612 A.2d 742
(1992); see also New Haven v. AFSCME, Council 15, Local 530, 208 Conn.
411, 415, 544 A.2d 186 (1988).
3
General Statutes § 52-418 (a) provides: ‘‘Upon the application of any
party to an arbitration, the superior court for the judicial district in which
one of the parties resides or, in a controversy concerning land, for the
judicial district in which the land is situated or, when the court is not in
session, any judge thereof, shall make an order vacating the award if it
finds any of the following defects: (1) If the award has been procured by
corruption, fraud or undue means; (2) if there has been evident partiality
or corruption on the part of any arbitrator; (3) if the arbitrators have been
guilty of misconduct in refusing to postpone the hearing upon sufficient
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‘‘Manifest disregard can be established only where a
governing legal principle is well defined, explicit, and
clearly applicable to the case, and where the arbitrator
ignored it after it was brought to the arbitrator’s atten-
tion in a way that assures that the arbitrator knew its
controlling nature.’’ (Internal quotation marks omitted.)
Goldman v. Architectural Iron Co., 306 F.3d 1214, 1216
(2d Cir. 2002); see also New York Telephone Co. v.
Communications Workers of America Local 1100,
AFL-CIO District One, 256 F.3d 89, 91 (2d Cir. 2001)
(‘‘[t]o modify or vacate an award on [manifest disre-
gard], a court must find both that (1) the arbitrators
knew of a governing legal principle yet refused to apply
it or ignored it altogether, and (2) the law ignored by
the arbitrators was well defined, explicit, and clearly
applicable to the case’’ (internal quotation marks omit-
ted)); Siegel v. Titan Industrial Corp., 779 F.2d 891,
892–93 (2d Cir. 1985) (‘‘[t]he erroneous application of
rules of law is not a ground for vacating an arbitrator’s
award . . . nor is the fact that an arbitrator errone-
ously decided the facts’’ (citation omitted)).
‘‘In determining whether an arbitrator has exceeded
the authority granted under the contract, a court cannot
base the decision on whether the court would have
ordered the same relief, or whether or not the arbitrator
correctly interpreted the contract. . . . [A]s long as the
arbitrator is even arguably construing or applying the
contract and acting within the scope of authority, the
award must be enforced.’’ (Internal quotation marks
omitted.) Comprehensive Orthopaedics & Musculo-
skeletal Care, LLC v. Axtmayer, 293 Conn. 748, 755,
980 A.2d 297 (2009).
cause shown or in refusing to hear evidence pertinent and material to the
controversy or of any other action by which the rights of any party have
been prejudiced; or (4) if the arbitrators have exceeded their powers or so
imperfectly executed them that a mutual, final and definite award upon the
subject matter submitted was not made.’’
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‘‘[A] necessary predicate to a claim that the arbitra-
tors manifestly disregarded the law is that the arbitra-
tors generally were vested with the authority to decide
the issue or to grant the relief but ignored clearly appli-
cable law in making that determination.’’ Harty v. Can-
tor Fitzgerald & Co., supra, 275 Conn. 88. Further, ‘‘a
party must show that the arbitrator knew that her award
was contrary to the law.’’ Lathuras v. Shoreline Dental
Care, LLC, 65 Conn. App. 509, 515, 783 A.2d 83, cert.
denied, 258 Conn. 936, 785 A.2d 231 (2001). Therefore,
‘‘[i]n reviewing arbitrators’ decisions, manifest disre-
gard of the law may be found only where the arbitrators
understood and correctly stated the law but proceeded
to ignore it.’’ (Internal quotation marks omitted.) Id.,
514; see also Merrill Lynch, Pierce, Fenner & Smith,
Inc. v. Bobker, supra, 808 F.2d 936–37.
VAI argues that the arbitrator manifestly disregarded
the law when she failed to determine whether Schwoeri’s
insubordination, lack of candor and transparency, and
breach of fiduciary duty amounted to a breach of the
term sheet, and thus amounted to an automatic termina-
tion of Schwoeri’s put right. More specifically, VAI con-
tends that the arbitrator committed an obvious error
when she ‘‘fail[ed] to even analyze whether Schwoeri’s
conduct, which she admitted breached his fiduciary
duty as an employee and CEO of VAI, was a breach of
the term sheet.’’ (Plaintiff’s Memorandum in Support;
Entry at Docket No. 106.00, p. 12). According to VAI,
this failure to analyze and decide this issue is made more
egregious because VAI specifically raised the issue, and
because the arbitrator allegedly exceeded her power
by consciously disregarding issues plainly before her,
amounting to a failure to apply basic contractual princi-
ples of the operating agreement the parties signed and
a manifest disregard of the law.
On this issue, the arbitrator states that ‘‘in my view
breach of fiduciary duty does not constitute breach of
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Vermont Aerospace Industries, LLC v. Schwoeri

the [o]perating [a]greement. In sum, none of the
grounds for forfeiture of the [p]ut set forth in § 3.2, are
applicable here to bar Schwoeri from executing his
[p]ut [right]. The [o]perating [a]greement could have
included ‘breach of fiduciary duty’ as a grounds for
disallowing the [p]ut [right]. It did not do so. Similarly,
the VAI [t]erm [s]heet could have included ‘breach of
fiduciary duty’ as [grounds] for termination for cause
. . . . It did not do so. In the face of these contractual
silences, Schwoeri’s breach of fiduciary duty does not
bar his [p]ut [right]. Accordingly, Schwoeri is entitled
to the sum of $2,829,794.’’ (Defendant’s Memorandum;
Entry at Docket No. 107.00; Ex. 6, pp. 12-13).
On the basis of the arbitrator’s finding, Schwoeri
insists that ‘‘VAI’s complaint is not that the arbitrator
failed to address the claims submitted to her but that
she resolved them incorrectly . . . by misconstruing
and/or ignoring the parties’ agreements. . . . Such a
claimed error cannot be the basis to vacate an arbitra-
tion award for failing to conform to the submission.’’
(Citation omitted.) (Defendant’s Opposition; Entry at
Docket No. 107.00, p. 9). The court agrees with Schwoeri.
There is no evidence that the arbitrator ignored
whether Schwoeri’s conduct, which was found to be a
breach of his fiduciary duty as employee and CEO of
VAI, was also a breach of the term sheet. On the con-
trary, based on the arbitrator’s final award, the arbitra-
tor accounts for Schwoeri’s breach of fiduciary duty in
her decision. Consequently, the arbitrator did not dis-
play a manifest disregard for the law when she submit-
ted the final award, and VAI’s claim must be denied.
‘‘Where the submission does not otherwise state, the
arbitrators are empowered to decide factual and legal
questions and an award cannot be vacated on the
grounds that the [construction] placed upon the facts
or the interpretation of the agreement by the arbitrators
was erroneous. Courts will not review the evidence nor,
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where the submission is unrestricted, will they review
the arbitrators’ decision of the legal questions involved.’’
(Internal quotation marks omitted.) Bic Pen Corp. v.
Local 134, 183 Conn. 579, 584, 440 A.2d 774 (1981).
‘‘The arbitrator is only required to render an award in
conformity to the submission and an award need not
contain an explanation of the means by which he
reached the award.’’ Id., 585.4
IV
VIOLATION OF PUBLIC POLICY
The Supreme Court has recognized that one ground
for vacating an arbitration award is when the award
violates public policy. See Garrity v. McCaskey, supra,
223 Conn. 6. ‘‘[T]he public policy exception to arbitral
authority should be narrowly construed . . . .’’ (Inter-
nal quotation marks omitted.) State v. AFSCME, Coun-
cil 4, Local 387, AFL-CIO, 252 Conn. 467, 475, 747 A.2d
480 (2000). ‘‘When a party raises the issue of a public
policy violation with regard to an arbitral award, a two
step process is required.’’ Sandhu v. Haverson Con-
struction Management, LLC, Superior Court, judicial
district of Stamford-Norwalk, Docket No. CV-09-
4016359-S (September 7, 2010). ‘‘First, the court deter-
mines whether an explicit, well-defined and dominant
public policy can be identified. If so, the court then
[determines] if the arbitrator’s award violated the public
policy.’’ (Internal quotation marks omitted.) State v.
4
For similar reasons, the plaintiff’s alternative request for a modification
of the award must also be denied. The plaintiff contends that the arbitration
award should be modified to comply with a provision of the parties’ contract
allowing the payout to Schwoeri to be made over time rather than through
a lump sum payment. Contrary to the plaintiff’s position, the court does not
find the existence of any evident miscalculation or mistake by the arbitrator
in this regard. The arbitrator explicitly considered this contractual provision
and found it to be inapplicable to an award of damages. Although the plaintiff
may disagree with the arbitrator’s decision on this issue, this determination
by the arbitrator does not constitute a mistake warranting judicial modifica-
tion.
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AFSCME, Council 4, Local 387, AFL-CIO, supra, 476.
The court ‘‘look[s] to statutes, administrative decisions,
and case law to determine the existence of public pol-
icy.’’ Stratford v. AFSCME, Council 15, Local 407, 315
Conn. 49, 56, 105 A.3d 148 (2014). ‘‘When a party chal-
lenges a consensual arbitral award on the ground that
it violates public policy, and where that challenge has
a legitimate, colorable basis, de novo review of the
award is appropriate in order to determine whether
the award does in fact violate public policy.’’ (Internal
quotation marks omitted.) State v. Connecticut State
Employees Assn., SEIU Local 2001, 287 Conn. 258, 272,
947 A.2d 928 (2008); see also Schoonmaker v. Cum-
mings & Lockwood of Connecticut, P.C., 252 Conn. 416,
429, 747 A.2d 1017 (2000).
Here, VAI emphasizes that the arbitrator found that
Schwoeri was insubordinate, lacked candor and trans-
parency, and breached his fiduciary duty as CEO and
an employee of VAI. As a result of this conduct, the
arbitrator awarded VAI a setoff in the amount of
$297,916.66. Notwithstanding this setoff, VAI argues
that Schwoeri’s receipt of any arbitral award under
these circumstances violates public policy. According
to VAI, ‘‘Connecticut has a well defined public policy
disfavoring compensation to employees who breach
their fiduciary duties and [VAI] has shown that the final
award violates that policy. The final award should there-
fore be vacated on this ground.’’ (Plaintiff’s Reply; Entry
at Docket No. 108.00, p. 5). The obvious problem with
VAI’s argument is that it cites no authority identifying
any explicit, dominant public policy to support its posi-
tion.
The burden is on VAI to support its public policy
argument with the identification of an explicit, well
defined and dominant public policy. See State v. New
England Health Care Employees Union, District 1199,
AFL-CIO, 271 Conn. 127, 136, 855 A.2d 964 (2004) (‘‘[t]he
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party challenging the award bears the burden of proving
that illegality or conflict with public policy is clearly
demonstrated’’ (internal quotation marks omitted)).
This burden requires VAI to identify ‘‘some explicit pub-
lic policy that is well defined and dominant, and is
to be ascertained by reference to the laws and legal
precedents and not from general considerations of sup-
posed public interests.’’ (Internal quotation marks omit-
ted.) Id. This burden cannot be met by VAI asserting a
desirable position in the abstract that amounts to noth-
ing more than a statement that it dislikes how the arbi-
trator decided the dispute. Certainly there may be cir-
cumstances, as indicated by the plaintiff, when an
employer may withhold all compensation owed to a
disloyal employee, but the plaintiff has not cited any
authority that this consequence is an inviolable, domi-
nant public policy doctrine. Certainly, the plaintiff has
not shown the existence of a rule of public policy explic-
itly stating or establishing that the circumstances of the
parties’ dispute as found by the arbitrator cannot be
addressed and resolved in a manner as done by the
arbitrator here.
Furthermore, for similar reasons, even if VAI were
able to show that there is an express public policy at
issue, VAI still fails to satisfy the second prong of the
public policy inquiry, which is to show that the arbitra-
tors’ decision actually violates this public policy. There-
fore, VAI’s public policy argument must be denied.
CONCLUSION
For the foregoing reasons, VAI’s application to vacate
the arbitration award is denied and Schwoeri’s motion
for an order confirming the award is granted.