Evexia Holdings, Inc. v. Geurts

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Evexia Holdings, Inc. v. Geurts

EVEXIA HOLDINGS, INC., ET AL. v.
DALE A. GEURTS
(AC 48365)
Moll, Seeley and Westbrook, Js.

Syllabus

The plaintiffs appealed from the trial court’s judgment denying their applica-
tion to vacate an arbitration award and granting the defendant’s motion to
confirm the award, which had been issued in connection with a dispute
regarding the parties’ consulting agreement. The plaintiffs claimed, inter
alia, that the court improperly rejected their argument that the arbitrator
manifestly disregarded the law by imposing a constructive trust on certain
shares of stock owned by the plaintiff B. Held:

The trial court properly denied the plaintiffs’ application to vacate and
granted the defendant’s motion to confirm the arbitration award because
the plaintiffs failed to demonstrate that the arbitrator exceeded his authority
or manifestly disregarded the law and the arbitrator’s decision to impose
a constructive trust was consistent with the parties’ broad, unrestricted
submission to arbitration, as the arbitrator reasonably could have concluded
that, in order to ensure that the defendant received the benefits to which
he was entitled under the consulting agreement, a constructive trust on
B’s stock was justified, the arbitrator’s failure to award relief for unjust
enrichment did not preclude him from fashioning an equitable remedy neces-
sary to vindicate his findings that the plaintiffs had engaged in bad faith
conduct, breached their fiduciary duties, and violated the Connecticut Unfair
Trade Practices Act (§ 42-110a et seq.) in their dealings with the defendant,
and the plaintiffs failed to establish that the arbitrator was aware of and
chose to ignore some obvious and readily perceived legal principle that
would have precluded the imposition of a constructive trust or otherwise
limited his broad authority to fashion legal and equitable remedies.

Argued October 9—officially released December 23, 2025

Procedural History

Application to vacate an arbitration award, brought
to the Superior Court in the judicial district of Stamford-
Norwalk, where the defendant filed a motion to confirm
the arbitration award; thereafter, the case was tried to
the court, Zingaro, J.; judgment denying the plaintiffs’
application to vacate the arbitration award and granting
the defendant’s motion to confirm the arbitration
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236 Conn. App. 0 DECEMBER, 2025 3
Evexia Holdings, Inc. v. Geurts

award, from which the plaintiffs appealed to this court.
Affirmed.
Michael J. Donnelly, for the appellants (plaintiffs).
Scott R. Lucas, with whom was Douglas J. Varga,
for the appellee (defendant).
Opinion

WESTBROOK, J. The plaintiffs, Evexia Holdings, Inc.
(Evexia), Evexia Diagnostics, Inc. (EDI), and Kevin K.
Bodling, appeal from the judgment of the Superior
Court denying their application to vacate an arbitration
award rendered in favor of the defendant, Dale A.
Geurts, and granting the defendant’s motion to confirm
the award. The plaintiffs claim that the court improperly
rejected their argument that the arbitrator manifestly
disregarded the law by imposing a constructive trust
on certain shares of stock owned by Bodling that the
plaintiffs assert were not directly at issue in the arbitra-
tion. We affirm the judgment of the court.
The following facts, as found by the arbitrator, and
procedural history are germane to our resolution of
the present appeal. Bodling is a chiropractor and the
majority shareholder, chief executive officer, and presi-
dent of Evexia and its subsidiary, EDI.1 During the
period of time at issue, Bodling exercised complete
control over Evexia and EDI and conducted business
without proper adherence to corporate formalities,
including by comingling corporate and personal
1
‘‘Evexia is a Connecticut corporation that conducts business in the well-
ness industry. Through EDI and other related companies, Evexia provides
diagnostic testing products and nutraceuticals to health professionals and
organizations to enable their respective clients and customers to diagnose
and treat issues to maximize their health. EDI is a Connecticut corporation
and a wholly owned subsidiary of Evexia. EDI organizes laboratory testing
and functional health reports for patients/clients of various organizations,
and offers products such as meals, nutraceuticals, health record manage-
ment, and educational tools and webinars.’’
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Evexia Holdings, Inc. v. Geurts

finances. In 2018, the defendant, who is an investor and
2

consultant with a long history in the finance industry,
declined Bodling’s invitation to invest directly in Evexia
but executed a consulting agreement with the plaintiffs
dated November 18, 2018 (agreement). The agreement
provided, inter alia, that, in exchange for the defen-
dant’s services regarding corporate strategies and the
restructuring of corporate debt, the plaintiffs would
grant the defendant a 10 percent equity stake in Evexia
and, beginning on March 15, 2019, would also pay him
monthly dividends equaling 2 percent of the prior
month’s gross revenues of Evexia and its subsidiaries.
There was no end date in the agreement with respect
to the monthly revenue payments, but the plaintiffs
retained an option to buy out their obligation to make
the payments, which they never exercised. The agree-
ment also included a personal guaranty of performance
from Bodling.
The parties thereafter became dissatisfied with each
other’s performance under the agreement, and the
plaintiffs withheld making the monthly revenue pay-
ments to the defendant. In accordance with the agree-
ment’s binding arbitration clause,3 the defendant initi-
ated proceedings with the American Arbitration
2
The arbitrator made the following findings with respect to Bodling’s
business practices: ‘‘Bodling directs, manages, and exercises complete con-
trol over Evexia and EDI and their finances. Bodling has operated the
companies informally, (a) failing to observe corporate formalities; (b) failing
to maintain accurate books and records; (c) creating inaccurate business
records [that] conceal personal use of Evexia and EDI funds; (d) drawing
money from Evexia and EDI for personal use and for the use of other entities
in which he maintains an interest; (e) employing overlapping ownership,
management, and/or personnel between Evexia, EDI and other entities in
which he maintains an interest; [f] using common office space, addresses,
and/or means of communications for Evexia, EDI and other entities in which
he maintains an interest; [and (g)] exercising full and complete business
discretion over Evexia and EDI, rendering Evexia neither adequately capital-
ized nor able to distribute dividends.’’
3
The parties’ agreement provided in relevant part: ‘‘It is acknowledged
by the parties that a quick and efficient resolution of all claims, disputes
and other matters in question under this Agreement after the Closing (‘Dis-
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Evexia Holdings, Inc. v. Geurts

Association (AAA) claiming that, as of that date, he had
not received any dividend payments due to him under
the agreement. The defendant calculated that, as of
March, 2024, the plaintiffs owed him $1,834,000, and he
asserted claims against the plaintiffs sounding in breach
of contract, breach of guaranty, breach of the implied
covenant of good faith and fair dealing, breach of fidu-
ciary duty, promissory estoppel, negligent misrepresen-
tation, unjust enrichment, and a violation of the Con-
necticut Unfair Trade Practices Act (CUTPA), General
Statutes § 42-110a et seq. He sought both monetary dam-
ages and declaratory relief. The plaintiffs filed a
response denying the defendant’s substantive allega-
tions and a counterclaim in which they asserted counts
against the defendant for breach of the duty of loyalty,
unjust enrichment, fraudulent misrepresentation, negli-
gent misrepresentation, declaratory judgment, breach
of contract, breach of the implied covenant of good
faith and fair dealing, and a violation of CUTPA.
Attorney Gary Klein was appointed to serve as the
arbitrator of the dispute. On June 24, 2024, following a
putes’) is critical to the implementation of the terms of this Agreement. In
order to effectuate such intent, the parties do hereby establish this Dispute
procedure for use during the term of this Agreement. All Disputes shall be
subject to this Section, it being the intention of the parties that all such
Disputes be subject hereto regardless of any specific reference or absence
of such reference to arbitrability herein. Prior to submission of any Dispute
for resolution in accordance with this Section, the parties will negotiate in
good faith to resolve such Dispute. Only if such parties cannot reach agree-
ment within ten (10) business days of written notice by any party to the
other party that a Dispute exists, the Dispute will be submitted for resolution
in accordance with the rules and procedures of the American Arbitration
Association in Hartford, Connecticut. Upon such Dispute being submitted
to the American Arbitration Association for resolution, the arbitrators shall
assume exclusive jurisdiction over the Dispute and the decisions of such
arbitrators shall be binding upon the parties hereto and may be entered in
any court of competent jurisdiction.’’
Because the agreement was executed after October 1, 2018, it is governed
by the provisions of the Revised Uniform Arbitration Act, General Statutes
§ 52-407aa et seq., rather than General Statutes §§ 52-408 to 52-424, which
govern arbitration agreements made before October 1, 2018. See General
Statutes §§ 52-407cc and 52-407eee.
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one day hearing,4 the arbitrator issued a ‘‘partial final
award’’ (June 24, 2024 award). The arbitrator found,
contrary to the arguments made by the plaintiffs, that
the parties had entered into a valid and binding contract.
The arbitrator fully resolved all of the legal claims
before him, finding for the defendant on his claims of
breach of contract, breach of guaranty, bad faith, breach
of fiduciary duty and a violation of CUTPA. Because
the arbitrator found in favor of the defendant on his
contract claims, the arbitrator declined to award relief
for unjust enrichment or promissory estoppel. The arbi-
trator also found that the defendant had failed to prove
his claim of negligent misrepresentation. Finally, the
arbitrator rejected all of the plaintiffs’ defenses and
all counts of the counterclaim, concluding that they
lacked merit.

By way of relief, the arbitrator awarded the defendant
compensatory damages in the amount of $1,838,000;
punitive damages—both common-law and pursuant to
CUTPA—totaling $400,000; prejudgment interest of
$422,000; postjudgment interest; costs; and reasonable
attorney’s fees.5 The arbitrator, inter alia, also imposed
‘‘a constructive trust on Bodling’s shares of common
and preferred stock in all Evexia entities for the benefit
of [the defendant] until the [plaintiffs] satisfy this partial
final award and any final award in full.’’ The arbitrator
explained that, ‘‘[s]hould [the plaintiffs] fail, timely and
fully, to pay all amounts due under this partial final
award and any final award, then [the defendant] shall
At the hearing, the defendant testified and presented fifty-three exhibits;
4

the plaintiffs presented no witnesses or exhibits. Both sides filed posthear-
ing briefs.
5
On the basis of his findings regarding the corporate governance practices
of Bodling; see footnote 2 of this opinion; the arbitrator ‘‘pierce[d] the
corporate veil’’ and held the plaintiffs jointly and severally liable for all of
the damages awarded.
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Evexia Holdings, Inc. v. Geurts

have the right to seek and obtain a turnover order pursu-
ant to [General Statutes] § 52-356b.’’6 The arbitrator
directed the defendant to submit proof of his attorney’s
fees and costs on or before July 15, 2024, with any
response by the plaintiffs due by August 5, 2024. The
defendant timely filed an application for attorney’s fees
and costs with supporting documentation, and the
plaintiffs thereafter filed a brief in opposition.
On July 23, 2024, the plaintiffs timely filed an applica-
tion with the Superior Court to vacate the arbitrator’s
June 24, 2024 award. According to the plaintiffs, the
arbitrator had exceeded his powers in contravention
of General Statutes § 52-407ww.7 Specifically, the plain-
tiffs asserted that ‘‘[t]he award is the result of a gross
and manifest disregard and misapplication of clearly
controlling legal principles that were well-known to the
arbitrator, particularly with respect to the imposition
of a constructive trust on property [that] is indisputably
owned by [Bodling] and over which [the defendant] has
made no claim.’’
On August 30, 2024, the arbitrator issued his ‘‘final
award’’ (August 30, 2024 award). The August 30, 2024
6
General Statutes § 52-356b provides in relevant part: ‘‘(a) If a judgment
is unsatisfied, the judgment creditor may apply to the court for an execution
and an order in aid of the execution directing the judgment debtor, or any
third person, to transfer to the levying officer either or both of the following:
(1) Possession of specified personal property that is sought to be levied on;
or (2) possession of documentary evidence of title to property of, or a debt
owed to, the judgment debtor that is sought to be levied on.
‘‘(b) The court may issue a turnover order pursuant to this section, after
notice and hearing . . . on a showing of need for the order. . . .’’
7
General Statutes § 52-407ww provides in relevant part: ‘‘(a) Upon motion
to the court by a party to an arbitration proceeding, the court shall vacate
an award made in the arbitration proceeding if . . . (4) [a]n arbitrator
exceeded the arbitrator’s powers . . . .
‘‘(b) A motion under this section must be filed within thirty days after
the movant receives notice of the award pursuant to section 52-407ss or
within thirty days after the movant receives notice of a modified or corrected
award pursuant to section 52-407tt . . . .’’
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Evexia Holdings, Inc. v. Geurts

award did not alter or modify the June 24, 2024 award
but fully incorporated it by reference. On the basis of
the parties’ submissions, the August 30, 2024 award
ordered the plaintiffs to pay the defendant’s costs of
$7250.01 and reasonable attorney’s fees of $733,055.
The plaintiffs did not file an application to vacate the
August 30, 2024 award or seek to amend their pending
application to vacate the June 24, 2024 award.
On November 5, 2024, the defendant filed a motion
to confirm the June 24 and August 30, 2024 awards
pursuant to General Statutes § 52-407vv.8 The court,
Zingaro, J., conducted a remote hearing on November
18, 2024, following which it issued orders denying the
plaintiffs’ application to vacate the June 24, 2024 award
and granting the defendant’s motion to confirm both
the June 24 and August 30, 2024 awards. This appeal
followed.9
8
General Statutes § 52-407vv provides: ‘‘After a party to an arbitration
proceeding receives notice of an award, the party may make a motion to
the court for an order confirming the award at which time the court shall
issue a confirming order unless the award is modified or corrected pursuant
to section 52-407tt or 52-407xx or is vacated pursuant to section 52-407ww.’’
9
Prior to oral argument, the defendant filed a motion to dismiss the appeal
asserting that this court lacked subject matter jurisdiction over the appeal.
The defendant argued in his motion that the trial court lacked jurisdiction to
entertain any challenge to the defendant’s motion to confirm the arbitration
awards because the plaintiffs never timely moved to vacate the August 30,
2024 award, which had incorporated the June 24, 2024 award. The defendant
further asserted that, ‘‘if the trial court lacks jurisdiction, then [this court]
lacks jurisdiction.’’ We denied the motion to dismiss because a challenge
to a trial court’s jurisdiction or authority to act may be raised as an issue
on appeal and ordinarily is not a proper ground for seeking dismissal of an
appeal. It is axiomatic that this court has subject matter jurisdiction to
determine whether a trial court lacked jurisdiction. See, e.g., Just Restau-
rants v. Thames Restaurant Group, LLC, 172 Conn. App. 103, 106, 158
A.3d 845 (2017) (rejecting argument that, ‘‘because the trial court lacked
jurisdiction, this court also is without jurisdiction’’); see also Belden v.
Sedgwick, 68 Conn. 560, 567, 37 A. 417 (1897) (‘‘[t]his court has jurisdiction
to review any judgment of the Superior Court from which an appeal is taken
on the ground that [the judgment] was void for want of jurisdiction’’).
In his appellee’s brief, the defendant reasserts the same arguments
directed at this court’s jurisdiction that he made in his motion to dismiss.
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Evexia Holdings, Inc. v. Geurts

After filing the appeal, the plaintiffs filed a motion
for articulation with the Superior Court. They asked
the court to set forth the factual and legal basis for its
decision denying their application to vacate and grant-
ing the defendant’s motion to confirm the arbitration
awards because the court provided no analysis or expla-
nation for its rulings. The court granted the motion and
issued an articulation dated March 10, 2025.
With respect to the arbitrator’s imposition of a con-
structive trust, the court stated: ‘‘The arbitrator did not
award [the defendant] relief for unjust enrichment, rea-
soning that his finding of breach of contract precluded
an award of damages under an unjust enrichment claim.
The imposition of a constructive trust is an equitable
remedy, but it is not solely relegated to the finding of
unjust enrichment. [A] constructive trust arises con-
trary to intention and in invitum, against one who, by
fraud, actual or constructive, by duress or abuse of
confidence, by commission of wrong, or by any form
of unconscionable conduct, artifice, concealment, or
questionable means, or who in any way against equity
and good conscience, either has obtained or holds the
legal right to property which he ought not, in equity
and good conscience, hold and enjoy. . . . The issue
raised by a claim for a constructive trust is, in essence,
whether a party has committed actual or constructive
fraud or whether he or she has been unjustly
enriched. . . .
‘‘The arbitrator found that the plaintiffs misappropri-
ated corporate assets that were to be distributed to [the
defendant] as dividends. These assets were, instead,
It is neither necessary nor prudent for us to revisit or reevaluate arguments
previously raised and rejected by another panel of this court, and we decline
to do so. Cf. Kellogg v. Middlesex Mutual Assurance Co., 211 Conn. App.
335, 345–46, 272 A.3d 677 (2022). Any question regarding the trial court’s
jurisdiction is addressed in conjunction with our resolution of the plaintiffs’
claim on appeal.
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diverted by the plaintiffs for Bodling’s personal benefit,
including the formation of new entities and the lev-
eraging of income and stock to the exclusion of [the
defendant] in violation of their fiduciary duties. . . .
The arbitrator cited the wrongful creation of Evexia
related entities by Bodling as an effort to deprive [the
defendant] of the benefit of his bargain, as well as ongo-
ing bad faith conduct, as a sufficient basis to support
equitable relief and to find violations of [CUTPA].’’
(Citations omitted; emphasis omitted; internal quota-
tion marks omitted.)
The court subsequently concluded: ‘‘The crux of the
[plaintiffs’] claim is that the arbitrator exceeded his
authority within the meaning of § 52-407ww because
he imposed the constructive trust on Bodling stock. The
arbitrator found factors [that] support the imposition of
the constructive trust. The plaintiff[s] failed to produce
evidence sufficient to demonstrate that the arbitrator
made an obvious error capable of being readily per-
ceived, that he ignored the governing legal principles
or that he ignored a well-defined governing law. The
court concludes that the arbitrator’s partial final arbitra-
tion award does not manifest an egregious or patently
irrational application of the law.’’
The sole claim raised by the plaintiffs is that the court
improperly rejected their argument that the arbitrator
manifestly disregarded the law by imposing a construc-
tive trust on shares of stock owned by Bodling that,
according to the plaintiffs, were not directly at issue in
the arbitration. The defendant responds that the arbitra-
tor’s imposition of equitable relief in the form of a
constructive trust was appropriate and justified on the
basis of the arbitrator’s findings that the plaintiffs had
diverted assets that should have been distributed to the
defendant as dividends, including through the forma-
tion of new corporate entities and by impermissibly
leveraging Evexia stock. We agree with the defendant
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Evexia Holdings, Inc. v. Geurts

that the court properly determined that the plaintiffs
have failed to demonstrate that the arbitrator exceeded
his authority or manifestly disregarded the law.
We begin with well established principles governing
our review. ‘‘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. . . . Further-
more, in applying this general rule of deference to an
arbitrator’s award, [e]very reasonable presumption and
intendment will be made in favor of the [arbitration]
award and of the arbitrators’ acts and proceedings. . . .
Judicial review of [arbitration] decisions is narrowly
confined. . . . [If] the parties agree to arbitration 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’ [arbitration] agreement. . . . This is because
[a]rbitration is a creature of contract and the parties
themselves, by the terms of their submission, define the
powers of the arbitrators.’’ (Citations omitted; internal
quotation marks omitted.) Blondeau v. Baltierra, 337
Conn. 127, 152–53, 252 A.3d 317 (2020). ‘‘We review de
novo a court’s determination [whether] an arbitration
award should be vacated on the ground that the arbitra-
tors manifestly disregarded the law.’’ Torrington v.
Council 4, AFSCME, AFL-CIO, Local 442, 232 Conn.
App. 45, 57, 336 A.3d 115, cert. denied, 352 Conn. 902,
335 A.3d 65 (2025).
‘‘If the parties have agreed in the underlying contract
that their disputes shall be resolved by arbitration, the
arbitration clause in the contract is a written submission
to arbitration.’’ (Internal quotation marks omitted.)
Ahmed v. Oak Management Corp., 348 Conn. 152, 186–
87, 302 A.3d 850 (2023), cert. denied, U.S. , 144
S. Ct. 2520, 219 L. Ed. 2d 1200 (2024). The scope of our
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review depends, in large part, on whether the submis-
sion to arbitration is restricted or unrestricted. See
Toland v. Toland, 179 Conn. App. 800, 807, 182 A.3d
651, cert. denied, 328 Conn. 935, 183 A.3d 1174 (2018).
‘‘The arbitrator’s award in an unrestricted submission
. . . is considered final and binding; thus the courts
will not review the . . . award for errors of law or fact.
. . . Courts will not review the evidence nor, where
the submission is unrestricted, will they review the arbi-
trators’ decision of the legal questions involved.’’ (Cita-
tion omitted; internal quotation marks omitted.) Blondeau
v. Baltierra, supra, 337 Conn. 153–54.
It is undisputed in the present case that the submis-
sion to the arbitrator was unrestricted.10 See footnote
3 of this opinion; see also Harty v. Cantor Fitzgerald &
Co., 275 Conn. 72, 87, 881 A.2d 139 (2005) (submission is
unrestricted if arbitration clause of agreement requires
parties to submit all disputes to arbitration without
qualifications); Zelvin v. JEM Builders, Inc., 106 Conn.
App. 401, 408, 942 A.2d 455 (2008) (courts deem submis-
sion restricted only if arbitration clause contains
express language that restricts breadth of issues
deemed arbitrable, reserves explicit rights, or condi-
tions award on judicial review). The plaintiffs’ applica-
tion to vacate the award asserted that the arbitrator
exceeded his authority pursuant to § 52-407ww (a) (4)
by imposing a constructive trust as a measure of the
relief granted, which, according to the plaintiffs, was
in manifest disregard of the law.11
10
The plaintiffs do not claim in their appellate briefs that the submission
was restricted. Moreover, both parties analyze whether the award should
be vacated on the ground that the arbitrator exceeded his statutory authority
by virtue of a manifest disregard of the law, which analysis presupposes
an unrestricted submission. See Blondeau v. Baltierra, supra, 337 Conn.
154, citing Toland v. Toland, supra, 179 Conn. App. 807 n.5.
11
Section 52-407ww is the successor statute to General Statutes § 52-418,
which governs applications to vacate arbitration awards rendered pursuant
to an arbitration agreement executed prior to October 1, 2018. See footnote
3 of this opinion. Both statutes provide that a court shall vacate an arbitration
award if an arbitrator exceeded the arbitrator’s powers. See General Statutes
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We adhere to a highly deferential standard in consid-
ering whether an arbitration award should be over-
turned for manifest disregard of the law. Blondeau v.
Baltierra, supra, 337 Conn. 161. ‘‘[T]he manifest disre-
gard of the law ground for vacating an arbitration award
is narrow and should be reserved for circumstances of
an arbitrator’s extraordinary lack of fidelity to estab-
lished legal principles. . . . This level of deference is
appropriate because the parties voluntarily have chosen
arbitration as a means to resolve their legal dispute.
. . . As an essential component of that choice, they
have agreed to bypass the usual adjudicative apparatus,
including its conventional appellate features, for the
advantages that accompany private arbitration. To bor-
row a phrase from the marriage ceremony, that choice
is made for better or for worse, which, in this context,
means that the arbitrator’s decision is final and binding
unless it is manifestly, obviously, and indisputably
wrong. Review by a judicial authority is not forfeited
entirely, but it is conducted under a different and far
less rigorous level of scrutiny.
‘‘Under this highly deferential standard . . . our
precedent instructs that three elements must be satis-
fied before we will vacate an arbitration award on the
§§ 52-407ww (a) (4) and 52-418 (a) (4). In Garrity v. McCaskey, 223 Conn.
1, 10, 612 A.2d 742 (1992), our Supreme Court stated that ‘‘an award that
manifests an egregious or patently irrational application of the law is an
award that should be set aside pursuant to § 52-418 (a) (4) because the
arbitrator has ‘exceeded [his] powers or so imperfectly executed them that
a mutual, final and definite award upon the subject matter submitted was
not made.’ ’’ In Harty v. Cantor Fitzgerald & Co., supra, 275 Conn. 84,
our Supreme Court relied on this statement in Garrity as support for its
determination that ‘‘a claim that the arbitrators have manifestly disregarded
the law may be asserted under § 52-418 (a) (4) . . . .’’ Accordingly, it is
well established under our § 52-418 jurisprudence that review of whether
an arbitrator exceeded the arbitrator’s authority can be established in one
of two ways: ‘‘(1) the award fails to conform to the submission, or, in other
words, falls outside the scope of the submission; or (2) the [arbitrator]
manifestly disregarded the law.’’ (Internal quotation marks omitted.)
Blondeau v. Baltierra, supra, 337 Conn. 155. We perceive no reason why
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Evexia Holdings, Inc. v. Geurts

ground that the [arbitrator] manifestly disregarded the
law: (1) the error was obvious and capable of being
readily and instantly perceived by the average person
qualified to serve as an arbitrator; (2) the [arbitrator]
appreciated the existence of a clearly governing legal
principle but decided to ignore it; and (3) the governing
law alleged to have been ignored by the [arbitrator] is
[well-defined], explicit, and clearly applicable. . . .
[E]very reasonable presumption and intendment will
be made in favor of the [arbitration] award and of the
[arbitrator’s] acts and proceedings.’’ (Citations omitted;
emphasis added; internal quotation marks omitted.) Id.,
161–62. The plaintiffs have failed to demonstrate that
these elements are satisfied in the present case.
We are not persuaded that the arbitrator’s decision
to impose a constructive trust under the facts and cir-
cumstances before him constituted legal error, let alone
the type of obvious and indisputable error that would
warrant vacating an arbitration award.12 The imposition
our jurisprudence regarding § 52-418 should not logically also extend to
applications to vacate filed pursuant to § 52-407ww.
12
Because we reject the plaintiffs’ claim that the trial court should have
vacated the June 24, 2024 award for manifest disregard of the law and affirm
the trial court’s judgment confirming both the June 24 and August 30, 2024
awards, it is not necessary to address the defendant’s argument that the
trial court lacked jurisdiction to do anything but confirm the final August
30, 2024 award due to the plaintiffs’ failure to file an application to vacate
that award. We note nevertheless that the partial June 24, 2024 award fully
disposed of all legal claims that were before the arbitrator and, thus, that
award was final for purposes of triggering the filing of an application to
vacate the award. As part of the relief granted in the June 24, 2024 award,
the arbitrator awarded reasonable attorney’s fees to the defendant, giving
the parties an opportunity to litigate the amount of those fees as well as
the amount to be awarded as costs. Just as a civil judgment is final for
purposes of appellate review despite an unresolved issue regarding an attor-
ney’s fee award; see O & G Industries, Inc. v. American Home Assurance
Co., 204 Conn. App. 614, 640–41 n.15, 254 A.3d 955 (2021); the arbitrator’s
June 24, 2024 award was final for purposes of filing an application with the
court to vacate that award. The plaintiffs filed an application to vacate the
June 24, 2024 award within the thirty day statutory period and, therefore,
the court had jurisdiction to consider that application. See A Better Way
Wholesale Autos, Inc. v. Saint Paul, 338 Conn. 651, 660–61, 258 A.3d 1244
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Evexia Holdings, Inc. v. Geurts

of a constructive trust is governed by well established
standards. As explained by the trial court in its articula-
tion, ‘‘[a] constructive trust arises contrary to intention
and in invitum, against one who, by fraud, actual or
constructive, by duress or abuse of confidence, by com-
mission of wrong, or by any form of unconscionable
conduct, artifice, concealment, or questionable means,
or who in any way against equity and good conscience,
either has obtained or holds the legal right to property
which he ought not, in equity and good conscience,
hold and enjoy.’’ (Internal quotation marks omitted.)
‘‘Moreover, the party sought to be held liable for a
constructive trust must have engaged in conduct that
wrongfully harmed the plaintiff. . . . The imposition
of a constructive trust by equity is a remedial device
designed to prevent unjust enrichment. . . . Thus, a
constructive trust arises where a person who holds title
to property is subject to an equitable duty to convey it
to another on the ground that he would be unjustly
enriched if he were permitted to retain it.’’ (Citation
omitted; internal quotation marks omitted.) Giulietti v.
Giulietti, 65 Conn. App. 813, 856, 784 A.2d 905, cert.
denied, 258 Conn. 946, 788 A.2d 95 (2001), and cert.
denied sub nom. Vernon Village, Inc. v. Giulietti, 258
Conn. 947, 788 A.2d 97 (2001), and cert. denied, 258
Conn. 947, 788 A.2d 96 (2001), and cert. denied sub
nom. Giulietti v. Vernon Village, Inc., 258 Conn. 947,
788 A.2d 96 (2001).
(2021) (thirty day statutory time limit in General Statutes § 52-420 (b) for
seeking to vacate arbitration award, which is analogous to time limit now
found in § 52-407ww (b), is subject matter jurisdictional in nature). Once
the arbitrator determined the amount of attorney’s fees and costs and issued
the final August 30, 2024 award, which left fully intact and incorporated the
earlier, partial June 24, 2024 award, it was not necessary for the plaintiffs
to file a new application to vacate the later award and their failure to do
so did not negate the earlier application or rob the court of jurisdiction to
consider it along with the defendant’s motion to confirm the awards. The
only effect of the plaintiffs’ failure to file a new application to vacate the
later award was to preclude any challenge to the amount of attorney’s fees
and costs awarded.
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Evexia Holdings, Inc. v. Geurts

Pursuant to the 2022 AAA Commercial Arbitration
Rules and Mediation Procedures (AAA Rules), arbitra-
tors, like trial courts of general jurisdiction, enjoy a
wide-ranging discretion to fashion appropriate reme-
dies, and an ‘‘arbitrator may grant any remedy or relief
that the arbitrator deems just and equitable and within
the scope of the agreement of the parties . . . .’’ AAA
Rule R-49;13 see Ahmed v. Oak Management Corp.,
supra, 348 Conn. 185; see also Cianbro Corp. v.
National Eastern Corp., 102 Conn. App. 61, 69, 924
A.2d 160 (2007) (‘‘[An] arbitrator is authorized from [an]
unrestricted submission to fashion any remedy that is
rationally related to a plausible interpretation of the
agreement . . . . Put another way, when the submis-
sion is unrestricted, the remedy determined by an arbi-
trator will be upheld as long as the remedy draws its
essence from the . . . agreement.’’ (Internal quotation
marks omitted.)). In reviewing the relief granted by an
arbitrator in an arbitration award, a court will deem
the arbitrator as having exceeded his authority only if
13
AAA Rule R-49, entitled ‘‘Scope of Award,’’ provides: ‘‘(a) The arbitrator
may grant any remedy or relief that the arbitrator deems just and equitable
and within the scope of the agreement of the parties, including, but not
limited to, specific performance of a contract.
‘‘(b) In addition to a final award, the arbitrator may make other decisions,
including interim, interlocutory, or partial rulings, orders, and awards. In
any interim, interlocutory, or partial award, the arbitrator may assess and
apportion the fees, expenses, and compensation related to such award as
the arbitrator determines is appropriate.
‘‘(c) In the final award or any order disposing of all of the case, the
arbitrator shall assess the fees, expenses, and compensation provided in
[AAA] Rules R-55, R-56, and R-57. The arbitrator may also assess such fees,
expenses, and compensation in any order or award disposing of part of the
case. The arbitrator may apportion such fees, expenses, and compensation
among the parties in such amounts as the arbitrator determines is appro-
priate.
‘‘(d) The award of the arbitrator may include:
‘‘i) interest at such rate and from such date as the arbitrator may deem
appropriate; and
‘‘ii) an award of attorneys’ fees if all parties have requested such an award
or it is authorized by law or the parties’ arbitration agreement.’’
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Evexia Holdings, Inc. v. Geurts

the submission clearly restricts the type of relief avail-
able. See, e.g., Office of Labor Relations v. New England
Health Care Employees Union, District 1199, AFL-
CIO, 288 Conn. 223, 232, 951 A.2d 1249 (2008) (conclud-
ing that arbitrator exceeded authority by fashioning
relief for entire bargaining unit rather than limiting relief
to those individuals named in submission).
As previously stated, the submission here was
unrestricted. The plaintiffs have not directed us to any
language in the arbitration clause of their agreement,
nor have we found any, that reasonably can be interpre-
ted as limiting the arbitrator’s authority to grant a partic-
ular type of relief. See, e.g., Benihana, Inc. v. Benihana
of Tokyo, LLC, 784 F.3d 887, 902 (2d Cir. 2015) (‘‘[w]here
an arbitration clause is broad . . . arbitrators have the
discretion to order remedies they determine appro-
priate, so long as they do not exceed the power granted
to them by the contract itself’’ (internal quotation marks
omitted)). Here, having found that the plaintiffs
breached the parties’ agreement, the arbitrator properly
refrained from adjudicating the alternative claims of
unjust enrichment and promissory estoppel. We agree
with the trial court, however, that the failure to award
relief for unjust enrichment did not preclude the arbitra-
tor from fashioning an equitable remedy necessary to
vindicate his findings that, in their dealings with the
defendant, the plaintiffs had engaged in bad faith con-
duct, breached their fiduciary duties, and violated
CUTPA.
The arbitrator, confronted with the facts and circum-
stances before him, reasonably could have concluded
that, in order to ensure the defendant was able to
receive the benefits to which he was entitled under the
parties’ agreement, a constructive trust on Bodling’s
Evexia and Evexia related stock was justified. As the
defendant argues in his appellate brief, ‘‘Bodling was
found to have enriched himself unjustly by failing to
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Evexia Holdings, Inc. v. Geurts

properly distribute Evexia assets, and the constructive
trust prevents him, consistent with the terms of the
[parties’ agreement], from transferring or disposing of
that stock until the Evexia dividends are properly dis-
tributed to the defendant.’’ The plaintiffs simply have
not established that the arbitrator was aware of and
chose to ignore some obvious and readily perceived
legal principle that would have precluded the imposi-
tion of a constructive trust or otherwise limited the
arbitrator’s broad authority to fashion both legal and
equitable remedies.
In light of the highly deferential and limited nature
of our judicial review of arbitration awards and the
remedies imposed, we will not second guess the arbitra-
tor’s decision to impose a constructive trust, which
was consistent with the broad, unrestricted submission.
Having reviewed the record and the arguments of the
parties, we conclude that the trial court properly denied
the plaintiffs’ application to vacate and granted the
defendant’s motion to confirm the June 24 and August
30, 2024 arbitration awards.
The judgment is affirmed.
In this opinion the other judges concurred.