Vermont Aerospace Industries, LLC v. Schwoeri

************************************************
The “officially released” date that appears near the
beginning of an opinion is the date the opinion will be
published in the Connecticut Law Journal or the date it
is released as a slip opinion. The operative date for the
beginning of all time periods for the filing of postopin-
ion motions and petitions for certification is the “offi-
cially released” date appearing in the opinion.
All opinions are subject to modification and technical
correction prior to official publication in the Connecti-
cut Law Journal and subsequently in the Connecticut
Reports or Connecticut Appellate Reports. In the event
of discrepancies between the advance release version of
an opinion and the version appearing in the Connecti-
cut Law Journal and subsequently in the Connecticut
Reports or Connecticut Appellate Reports, the latest
version is to be considered authoritative.
The syllabus and procedural history accompanying
an opinion that appear in the Connecticut Law Jour-
nal and subsequently in the Connecticut Reports or
Connecticut Appellate Reports are copyrighted by the
Secretary of the State, State of Connecticut, and may
not be reproduced or distributed without the express
written permission of the Commission on Official Legal
Publications, Judicial Branch, State of Connecticut.
************************************************
Page 0 CONNECTICUT LAW JOURNAL 0, 0

2 ,0 0 Conn. App. 1
Vermont Aerospace Industries, LLC v. Schwoeri

VERMONT AEROSPACE INDUSTRIES, LLC
v. LAWRENCE W. SCHWOERI
(AC 48111)
Cradle, C. J., and Elgo and Wilson, Js.

Syllabus

The plaintiff appealed from the trial court’s judgment denying its application
to vacate, correct and/or modify a certain arbitration award and granting
the defendant’s motion for order confirming the arbitration award. The
plaintiff claimed, inter alia, that the court improperly denied its application
and granted the defendant’s motion because the arbitrator acted in manifest
disregard of the law and violated public policy. Held:

The judgment of the trial court was affirmed, as the trial court properly
resolved the issues raised in this appeal, and this court adopted the trial
court’s thorough and well reasoned memorandum of decision as a proper
statement of the facts and the applicable law on the issues.

Argued May 21—officially released October 7, 2025

Procedural History

Application to vacate, correct and/or modify an arbi-
tration award, and for other relief, brought to the Supe-
rior Court in the judicial district of Bridgeport, where
the defendant filed a motion for order confirming the
arbitration award; thereafter, the case was tried to the
court, Hon. Barry K. Stevens, judge trial referee; judg-
ment denying the plaintiff’s application to vacate, cor-
rect and/or modify the arbitration award and granting
the defendant’s motion for order confirming the arbitra-
tion award, from which the plaintiff appealed to this
court. Affirmed.

Jay M. Levin, with whom were James J. Philopena
and, on the brief, Thomas J. Riley and Joseph J. Sel-
inger, for the appellant (plaintiff).

John L. Cesaroni, for the appellee (defendant).
0, 0 CONNECTICUT LAW JOURNAL Page 1

0 Conn. App. 1 ,0 3
Vermont Aerospace Industries, LLC v. Schwoeri

Opinion

PER CURIAM. The plaintiff, Vermont Aerospace
Industries, LLC, appeals from the judgment of the trial
court denying its application to ‘‘partially vacate, cor-
rect, and/or modify’’ an arbitration award and granting
the motion for order confirming that award filed by
the defendant, Lawrence W. Schwoeri. On appeal, the
plaintiff claims that the court improperly denied its
application and granted the defendant’s motion for
order because the arbitrator acted in manifest disregard
of the law and violated public policy. The plaintiff alter-
natively contends that the court improperly declined
to modify the manner in which the damages awarded
to the defendant must be paid. We affirm the judgment
of the trial court.
This appeal concerns an employment dispute. The
plaintiff is a limited liability company that manufactures
metal components used by defense contractors and
commercial aircraft. At all relevant times, the defendant
was a minority shareholder who owned 15 percent of
the plaintiff. On June 15, 2016, the defendant was named
chief executive officer of the plaintiff. His employment
was governed by an ‘‘Executive Term Sheet’’ dated June
15, 2016 (term sheet). Section 3.2 of the term sheet
memorialized the defendant’s right to exercise a ‘‘put’’
option regarding his shares in the plaintiff.1 The term
sheet also contained an arbitration clause that pertained
to any disputes regarding the defendant’s employment.
On June 15, 2021, the defendant notified the plaintiff
that he was exercising his put option pursuant to § 3.2
of the term sheet.
On February 11, 2022, the plaintiff terminated the
defendant’s employment. The defendant thereafter filed
1
‘‘A put is [a]n option that conveys to its holder the right, but not the
obligation, to sell a specific asset at a predetermined price until a certain
date.’’ (Internal quotation marks omitted.) Securities & Exchange Commis-
sion v. Dorozhko, 574 F.3d 42, 44 n.1 (2d Cir. 2009).
Page 2 CONNECTICUT LAW JOURNAL 0, 0

4 ,0 0 Conn. App. 1
Vermont Aerospace Industries, LLC v. Schwoeri

a demand for arbitration, in which he asserted four
counts. Relevant to the present appeal is the first count,
in which the defendant alleged breach of contract due
to the plaintiff’s failure to pay his put option.2 In
response, the plaintiff filed an answer and a three count
counterclaim, in which it alleged breach of fiduciary
duty, constructive fraud, and corporate waste.
On January 9, 2024, the arbitrator issued a decision
in which she found in favor of the defendant on his
two breach of contract claims and awarded him a total
of $2,983,382 plus interest.3 The arbitrator also found
in favor of the plaintiff on its breach of fiduciary duty
count of its counterclaim and awarded the plaintiff
$297,916.66 plus interest as a setoff against the damages
awarded to the defendant.4
On February 7, 2024, the plaintiff filed an application
with the Superior Court to vacate in part or modify
the arbitration award.5 The defendant, in turn, filed a
motion for an order confirming the arbitration award.
The parties thereafter submitted memoranda of law and
the court held a hearing on the motion for order to
confirm and the application to vacate the arbitration
award on June 4, 2024. By memorandum of decision
dated September 26, 2024, the court granted the defen-
dant’s motion for order to confirm and denied the plain-
tiff’s application to vacate. The court rendered judg-
ment accordingly, and this appeal followed.
2
The defendant also alleged breach of contract due to the plaintiff’s failure
to pay certain taxes and unjust enrichment claims against the plaintiff, as
well as a breach of fiduciary duty claim against Leonard M. Levie, who at
all relevant times was the chairman and majority shareholder of the plaintiff.
3
The arbitrator dismissed the defendant’s unjust enrichment and breach
of fiduciary duty counts.
4
The arbitrator dismissed the plaintiff’s constructive fraud and corporate
waste counts of its counterclaim.
5
The plaintiff sought to vacate the arbitration award only with respect to
the court’s ruling on the first count of the defendant’s demand for arbitration,
which alleged breach of contract due to the plaintiff’s failure to pay the put
option. The plaintiff alternatively asked the court to modify the manner in
which the damages awarded to the defendant must be paid.
0, 0 CONNECTICUT LAW JOURNAL Page 3

0 Conn. App. 1 ,0 5
Vermont Aerospace Industries, LLC v. Schwoeri

Our plenary review of the record, briefs, and argu-
ments of the parties persuades us that the judgment
should be affirmed. The issues properly were resolved
in the court’s thorough and well reasoned memorandum
of decision. See Vermont Aerospace Industries, LLC
v. Schwoeri, Superior Court, judicial district of Bridge-
port, Docket No. CV-XX-XXXXXXX-S (September 26, 2024)
(reprinted at 235 Conn. App. 580, A.3d (2025)).
We therefore adopt that memorandum of decision as
a proper statement of the relevant facts, issues, and
applicable law, as it would serve no useful purpose
for us to repeat the discussion contained therein. See
Citizens Against Overhead Power Line Construction
v. Connecticut Siting Council, 311 Conn. 259, 262, 86
A.3d 463 (2014); Phadnis v. Great Expression Dental
Centers of Connecticut, P.C., 170 Conn. App. 79, 81,
153 A.3d 687 (2017).
The judgment is affirmed.