{ "id": 6139543, "name": "Joseph M. HART; Cheryl Lynn Hart; and Vinewood Communications v. Norman D. McCHRISTIAN", "name_abbreviation": "Hart v. McChristian", "decision_date": "2000-10-18", "docket_number": "CA 00-50", "first_page": "178", "last_page": "189", "citations": [ { "type": "official", "cite": "71 Ark. App. 178" }, { "type": "parallel", "cite": "36 S.W.3d 357" } ], "court": { "name_abbreviation": "Ark. Ct. App.", "id": 13370, "name": "Arkansas Court of Appeals" }, "jurisdiction": { "id": 34, "name_long": "Arkansas", "name": "Ark." }, "cites_to": [ { "cite": "47 U.S.C. \u00a7 309", "category": "laws:leg_statute", "reporter": "U.S.C.", "year": 1995, "opinion_index": 0 }, { "cite": "932 P.2d 1312", "category": "reporters:state_regional", "reporter": "P.2d", "case_ids": [ 11929714 ], "year": 1997, "opinion_index": 0, "case_paths": [ "/p2d/932/1312-01" ] }, { "cite": "324 Ark. 52", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 9158294 ], "weight": 3, "year": 1996, "opinion_index": 0, "case_paths": [ "/ark/324/0052-01" ] }, { "cite": "Ark. Code Ann. \u00a7 16-108-212", "category": "laws:leg_statute", "reporter": "Ark. Code Ann.", "year": 1987, "pin_cites": [ { "page": "(a)" } ], "opinion_index": 0 }, { "cite": "Ark. Code Ann. \u00a7 16-108-208", "category": "laws:leg_statute", "reporter": "Ark. Code Ann.", "year": 1987, "pin_cites": [ { "page": "(a)" } ], "opinion_index": 0 }, { "cite": "Ark. Code Ann. \u00a7 16-108-209", "category": "laws:leg_statute", "reporter": "Ark. Code Ann.", "year": 1987, "opinion_index": 0 }, { "cite": "36 Ark. App. 197", "category": "reporters:state", "reporter": "Ark. App.", "case_ids": [ 6139975 ], "weight": 2, "year": 1991, "opinion_index": 0, "case_paths": [ "/ark-app/36/0197-01" ] }, { "cite": "54 Ark. App. 336", "category": "reporters:state", "reporter": "Ark. App.", "case_ids": [ 6141057 ], "weight": 2, "year": 1996, "opinion_index": 0, "case_paths": [ "/ark-app/54/0336-01" ] }, { "cite": "234 Ark. 619", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 1688289 ], "weight": 2, "year": 1962, "opinion_index": 0, "case_paths": [ "/ark/234/0619-01" ] }, { "cite": "29 Ark. App. 107", "category": "reporters:state", "reporter": "Ark. App.", "case_ids": [ 6138764 ], "weight": 3, "year": 1989, "opinion_index": 0, "case_paths": [ "/ark-app/29/0107-01" ] }, { "cite": "69 Ark. App. 137", "category": "reporters:state", "reporter": "Ark. App.", "case_ids": [ 6138711 ], "weight": 5, "year": 2000, "opinion_index": 0, "case_paths": [ "/ark-app/69/0137-01" ] }, { "cite": "67 Ark. App. 221", "category": "reporters:state", "reporter": "Ark. App.", "case_ids": [ 6138966 ], "weight": 2, "year": 1999, "pin_cites": [ { "page": "224" }, { "page": "3" } ], "opinion_index": 0, "case_paths": [ "/ark-app/67/0221-01" ] }, { "cite": "62 Ark. App. 247", "category": "reporters:state", "reporter": "Ark. App.", "case_ids": [ 6140693 ], "weight": 2, "year": 1998, "opinion_index": 0, "case_paths": [ "/ark-app/62/0247-01" ] }, { "cite": "263 Ark. 580", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 1672640 ], "weight": 2, "year": 1978, "opinion_index": 0, "case_paths": [ "/ark/263/0580-01" ] }, { "cite": "255 Ark. 583", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 8722983 ], "weight": 2, "year": 1974, "opinion_index": 0, "case_paths": [ "/ark/255/0583-01" ] }, { "cite": "266 Ark. 556", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 8720825 ], "weight": 2, "year": 1979, "opinion_index": 0, "case_paths": [ "/ark/266/0556-01" ] }, { "cite": "34 Ark. App. 247", "category": "reporters:state", "reporter": "Ark. App.", "case_ids": [ 6141244 ], "weight": 2, "year": 1991, "pin_cites": [ { "page": "248" }, { "page": "795" } ], "opinion_index": 0, "case_paths": [ "/ark-app/34/0247-01" ] }, { "cite": "Ark. Code Ann. \u00a7 16-108-214", "category": "laws:leg_statute", "reporter": "Ark. Code Ann.", "year": 1987, "opinion_index": 0 } ], "analysis": { "cardinality": 873, "char_count": 20770, "ocr_confidence": 0.744, "pagerank": { "raw": 4.947487136851577e-08, "percentile": 0.31000533235721467 }, "sha256": "2eca764d7958f40fdd94b6565191de144c2cec24fcf02af24ff7c17d61d6c0e0", "simhash": "1:72f270abb65bf250", "word_count": 3284 }, "last_updated": "2023-07-14T17:32:31.293590+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "Pittman and Meads, JJ., agree." ], "parties": [ "Joseph M. HART; Cheryl Lynn Hart; and Vinewood Communications v. Norman D. McCHRISTIAN" ], "opinions": [ { "text": "JOSEPHINE Linker Hart, Judge.\nAppellants Joseph and Cheryl Hart appeal an order of the chancellor confirming an arbitration award and denying their petition to vacate that award. They also seek review of the court\u2019s order holding them in civil contempt. We reverse and remand that part of the judgment concerning the arbitration award because we conclude there is a need for further development and clarification in this case. We also modify the contempt order concerning the punishment assessed by the chancellor. In all other respects, we affirm.\nOn January 27, 1990, appellants Joseph and Cheryl Hart, appellee Norman McChristian, and a corporation called DD&B, Inc., formed a limited partnership called Vinewood Communications for the purpose of owning and operating a radio station in northwest Arkansas. Appellants were the company\u2019s general partners and owned ten percent of the partnership units. Appellee was a limited partner and owned eighteen percent of the partnership units. The remaining seventy-two percent of the units were owned by DD&B, the other limited partner, who is not a party to this appeal.\nThe agreement gave the general partners exclusive discretion in the management and control of partnership business. However, it also provided that the general partners could be removed upon a proposal for their removal being made by the limited partners holding fifty percent of the partnership units. Following such a proposal, removal would be accomplished by agreement of the limited partners holding seventy-five percent of the partnership units. If the general partners objected to their removal, the matter was to be \u201csubmitted within thirty (30) days of such notice of objection ... to binding arbitration. ...\u201d\nOn June 16, 1998, DD&B, Inc., assigned all of its partnership units to appellee in consideration for $275,000. This transaction resulted in appellee holding ninety percent of the partnership units. On July 13, 1998, appellee notified appellants of the assignment and of a scheduled meeting wherein their removal as general partners would be voted upon. According to appellee, appellants were removed at the meeting that was held on August 17, 1998. Following these events, appellee filed a complaint in Washington County Chancery Court alleging that appellants had breached the limited partnership agreement by mismanaging the partnership, misappropriating partnership assets, and operating the company for their personal benefit. Appellee sought an accounting, the appointment of a receiver, and an order requiring arbitration should appellants object to their removal. In connection therewith, appellee filed a demand for arbitration on January 25, 1999.\nOn February 22, 1999, a hearing was held before the chancellor during which appellants objected to arbitration. They argued that, at the time the removal vote was taken, appellee was the holder of only eighteen percent of the partnership units and thus had no authority to remove them as general partners. The question of appellee\u2019s authority to remove them, they contended, should be resolved prior to arbitrating the question of whether their conduct merited removal. The chancellor disagreed and ruled that their argument could be made to the arbitrators. A decree was entered ordering the parties to arbitration.\nThe arbitration hearing took place on May 10, 1999. At its conclusion, the arbitrators determined that the removal of the general partners was appropriate. The chancellor confirmed the arbitrators\u2019 award on June 28, 1999, appointed a receiver as requested by appellee, and restrained appellants from interfering with the receiver or the company assets. The receiver was directed to take possession of all partnership assets and to file an application with the Federal Communications Commission to transfer control of Vine-wood Communications to a successor general partner.\nOn July 12, 1999, appellants filed motions to amend or vacate the arbitrators\u2019 award and the court\u2019s order confirming the award. Appellants again raised the issue of appellee\u2019s authority, as an eighteen percent owner, to effect their removal. They also claimed that the arbitrators had violated several procedural rules concerning notice, exchanges of evidence, and requests for continuances. On July 14, 1999, appellee filed a motion asking that appellants be held in contempt for violating the chancellor\u2019s June 28 order by fifing an objection with the FCC to the transfer of Vinewood Communications to the receiver. All these matters were addressed at a hearing on September 8, 1999. Following the hearing, the chancellor denied appellants\u2019 motions to vacate or modify the arbitrators\u2019 award and entered a judgment on the arbitration award commensurate with Ark. Code Ann. \u00a7 16-108-214 (1987). In addition, as requested by appellee, the chancellor held appellants in contempt on the ground that the opposition they filed with the FCC interfered with the receiver, in violation of the June 28 order. He directed appellants to withdraw their opposition, and, as punishment, to pay $7,118.90, which was the full cost of the arbitration proceedings, plus other costs incurred as the result of the contempt, and attorney fees \u201cas subsequently determined.\u201d This appeal is brought from that judgment and order.\nOn review of a chancery matter, \u201cthe whole case is open for review; therefore, all issues raised in the court below are before us for decision, and [a] trial de novo on appeal in chancery involves determination of both fact questions and legal issues.\u201d Bradford v. Bradford, 34 Ark. App. 247, 248, 808 S.W.2d 794, 795 (1991). See also Ferguson v. Green, 266 Ark. 556, 587 S.W.2d 18 (1979); Lewis v. Lewis, 255 Ark. 583, 502 S.W.2d 505 (1974). In our de novo review, we will reverse only on grounds argued by appellant. See, e.g., Country Gentlemen, Inc. v. Harkey, 263 Ark. 580, 569 S.W.2d 649 (1978). Moreover, we will affirm the chancellor\u2019s findings unless the findings are clearly erroneous. See Ark. R. Civ. P. 52(a); see also Adkinson v. Kilgore, 62 Ark. App. 247, 970 S.W.2d 327 (1998). \u201cA finding is clearly erroneous when, although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.\u201d Smith v. Parker, 67 Ark. App. 221, 224, 998 S.W.2d 1, 3 (1999).\nAppellants\u2019 first argument has two components: 1) whether the chancellor erred in ordering the parties to arbitrate the issue of appellee\u2019s authority to seek their removal; and 2) whether appellee actually had the authority to seek their removal, i.e., whether he in fact held seventy-five percent of the partnership units at the time the removal vote was taken. As to the first component, we agree with the chancellor\u2019s decision to send the issue to arbitration. Article XI of the written partnership agreement sets out a method by which a general partner may be removed. It establishes the percentage of ownership required to propose removal, the percentage required to effect removal, and the grounds for removal. It then provides that, if the general partner objects to removal, the matter shall be submitted to arbitration. The arbitrators shall then render \u201ca decision as to whether or not the removal of the General Partner was appropriate under the circumstances.\u201d\nArbitration is simply a matter of contract between parties. Neosho Constr. Co. v. Weaver-Bailey Contractors, 69 Ark. App. 137, 10 S.W.3d 463 (2000). The question of whether a dispute should be submitted to arbitration is a matter of contract construction. Id. The same rules of contract construction and interpretation apply to arbitration agreements as apply to agreements generally. Id. Therefore, we should seek to give effect to the intent of the parties as evidenced by the arbitration agreement itself, with doubts and ambiguities being resolved in favor of arbitration. Id.\nThe contract in this case does not, as appellants suggest, distinguish between the undisputedly arbitrable issue of whether the partner\u2019s conduct merits removal and the allegedly nonarbitrable issue of whether those seeking removal have the authority to do so. The arbitrators are given the broad task of determining whether the removal of the partners was \u201cappropriate under the circumstances.\u201d If we resolve all doubts in favor of arbitration, the \u201cappropriateness\u201d of a partner\u2019s removal encompasses the threshold question of whether removal was appropriately sought in the first place. Thus, the chancellor was correct in directing the parties to arbitrate this issue.\nHaving decided that the parties were properly ordered to arbitration, we turn to appellants\u2019 argument that appellee did not have the authority to remove them as general partners because he held only eighteen percent of the partnership units at the time the removal vote was taken. Appellants claim that the purported assignment from DD&B to appellee was deficient, thus depriving appel-lee of the authority to seek or vote on their removal. Our review of this argument is made difficult by the fact that appellants make no citation to authority. Generally, we do not address arguments that are not supported by convincing argument or authority. See Golden Host Westchase, Inc. v. First Serv. Corp., 29 Ark. App. 107, 778 S.W.2d 633 (1989). However, we have indicated that an unsupported assignment of error will be addressed if it is apparent without further research that it is well-taken. See id.\nWhile we do not address the merits of appellants\u2019 arguments on this point, it is apparent without further research that the issue requires a remand for further action. Despite their repeated requests, appellants were unable to obtain a clear ruling from either the chancellor or the arbitrators regarding appellee\u2019s authority to seek their removal. At the February 2 hearing in chancery court, appellants specifically objected to arbitration on the basis that appel-lee\u2019s authority to remove them should be determined first. The chancellor ruled that \u201carbitration...is the place to raise [this].\u201d However, when appellants attempted to raise the issue in arbitration, the arbitrators questioned whether it was within their purview. Arbitrator Bradford, in response to appellants\u2019 request to broach the issue, said, \u201c[n]o, that\u2019s not what we\u2019re doing today. What we\u2019re doing today is, we\u2019re going to have an arbitration hearing over whether or not the removal of the general partners was appropriate under the circumstances pursuant to the ... limited partnership agreement.\u201d Later, Bradford said that appellee\u2019s allegations and exhibits showing the assignment and notice of removal made a preliminary showing of a right to arbitrate but he also said that \u201capparently the [chancellor] heard the same thing, because he ordered that this matter would be arbitrated.\u201d The arbitration hearing that followed was devoted to the issue of appellants\u2019 alleged misconduct in connection with their management of the partnership. There was no indication in either the transcript of the arbitration hearing or the written award that the arbitrators actually considered and ruled upon appellants\u2019 argument.\nAt the September 8 hearing in chancery court following arbitration, appellants argued that the arbitrators failed to address the issue of appellee\u2019s authority to remove them. The chancellor ruled that if the arbitrators \u201cdeclined to [address the issue], that\u2019s their prerogative....\u201d When appellants argued again that arbitration was not proper in the first instance, the chancellor said that he had already ruled on the matter.\nIt is clear that appellants strove for a determination of whether appellee possessed the authority to oust them. However, the chancery court thought the matter should be resolved by the arbitrators; and the arbitrators, it appears, may well have thought the matter had been resolved by the chancellor, thus leaving the issue in a legal limbo. In equity cases, we have recognized that the interests of justice may be served by remanding a case to allow it to be more fully developed or clarified. See Arkansas State Hwy. Comm\u2019n v. Elliot, 234 Ark. 619, 353 S.W.2d 526 (1962); Jones v. Ray, 54 Ark. App. 336, 925 S.W.2d 805 (1996); McLain v. McLain, 36 Ark. App. 197, 820 S.W.2d 295 (1991). Accordingly, we reverse and remand this issue with directions to the chancellor to order the arbitrators to clarify whether they addressed the threshold question of appellee\u2019s authority to seek appellants\u2019 removal as general partners. See Ark. Code Ann. \u00a7 16-108-209 (1987). If so, the arbitrators shall set out their award in writing, as they are required to do. Ark. Code Ann. \u00a7 16-108-208(a) (1987). If not, they shall hear the issue as originally intended by the chancellor.\nAppellants argue next that the chancellor\u2019s denial of their motion to vacate was in error because the arbitrators failed to follow the rules established by the American Arbitration Association (AAA) in that they (1) failed to grant a continuance reasonably requested by appellants, (2) failed to require the exchange of exhibits five days prior to the arbitration, (3) and failed to include appellants\u2019 appointed arbitrator (Mrs. Hart) in a post-arbitration conference. We, however, disagree with appellants. The chancellor refused to vacate the award on the first two grounds argued by appellants because: (1) appellants were fully aware of the grounds upon which appellee would rely for their removal; (2) appellants had the opportunity to engage in discovery while the case was in chancery court and thus had an opportunity to ask appellee for his evidence; (3) appellants waived their argument by failing to attend a preliminary hearing on May 4, 1999, during which exhibits could have been exchanged; (4) appellants did not provide their exhibits to appellee five days in advance; and (5) appellants did not proffer any evidence contradicting the exhibit evidence offered by appellee, nor did they deny the validity of appellee\u2019s exhibits. The chancellor rejected appellants\u2019 final argument by finding that Mrs. Hart was scheduled to participate in a conference call at 10:00 a.m. on May 13, but the operator could not reach her, despite several attempts. The other two arbitrators then reviewed the evidence and made a decision on the case. Shordy thereafter, Mrs. Hart appeared and threatened one of the arbitrators. According to the chancellor, the tactics used by appellants made arbitration more difficult than normal, but there was no evidence that the arbitrators failed to follow the rules of the AAA.\nAn arbitration award may be vacated on the basis of the following grounds set out in Ark. Code Ann. \u00a7 16-108-212(a) (1987):\n(1) The award was procured by corruption, fraud, or other undue means;\n(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;\n(3) The arbitrators exceeded their powers;\n(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 \u00a7 16-108-205, as to prejudice substantially the rights of a party; or\n(5) There was no arbitration agreement and the issue was not adversely determined in proceedings under \u00a7 16-108-202 and the party did not participate in the arbitration hearing without raising the objection.\nOur review on appeal is limited to vacating an arbitration award only on statutory grounds, unless the award violates strong public policy. See Anthony v. Kaplan, 324 Ark. 52, 918 S.W.2d 174 (1996). The only applicable grounds in the above-quoted statute that correspond with appellants\u2019 allegations are contained in subsection (a)(2) \u2014 misconduct by an arbitrator prejudicing the rights of any party \u2014 and subsection (a)(4) \u2014 refusal to postpone a hearing upon sufficient cause being shown.\nNeither this court nor the Arkansas Supreme Court has reviewed an arbitration award on the ground of procedural irregularities such as those alleged here. As a result, the standard for reviewing procedural irregularities in an arbitration hearing has not been established. However, if there is no case law on an arbitration issue, we may look to other states that have adopted the Uniform Arbitration Act. See Anthony v. Kaplan, supra. The Alaska Supreme Court has held that the arbitrators\u2019 procedural decisions are entitled to a \u201cdeferential review\u201d and that a litigant should be required to show \u201cgross error\u201d to obtain reversal on a procedural ground. See Ebasco Constructors, Inc. v. Ahtna, Inc., 932 P.2d 1312 (Alaska 1997). While we do not necessarily adopt the \u201cgross error\u201d rule, we agree that an arbitrator\u2019s procedural decisions are entitled to deference. In light of that, we cannot say that the chancellor erred in refusing to vacate the award in this case. The well-considered reasons set forth by the chancellor for refusing to vacate the award are sound and are supported by the evidence. Therefore, we find no error on this point and affirm.\nThe remaining issues concern the chancellor\u2019s decision to hold appellants in contempt. In the June 28, 1999 order confirming the arbitration award, the chancellor ordered appellants to deliver all the limited partnership\u2019s assets to the receiver and \u201cenjoined and restrained [them] ... from interfering with the Receiver....\u201d By that same order, the chancellor directed the receiver to \u201cfile an application with the FCC to transfer control of Vinewood Communications to [the successor general partner]....\u201d Appellants, however, filed an objection with the FCC to the transfer of control of the limited partnership to the receiver. The chancellor found this act contemptuous and, as appellants\u2019 punishment, awarded appellee a $7,118.90 judgment representing the full costs of arbitration. He also awarded an undetermined amount to appellee for attorney\u2019s fees and losses occasioned by the contempt. Appellants argue that the finding of contempt was in error and, alternatively, that the punishment was erroneous. We address each issue respectively.\n\u201c \u2018Civil contempt\u2019 is defined as that which exists in failing to do something ordered to be done by a court in civil action or is a violation of a court order resulting in a proceeding for the benefit of an aggrieved party.\u201d 17 C.J.S. Contempt \u00a7 9 (1999). Appellants argue that they were, as citizens, free to file objections with the FCC pursuant to 47 U.S.C. \u00a7 309 (1995), and, pursuant to the supremacy clause, the finding of civil contempt must be reversed. We disagree. Appellants provide no authority supporting their argument that this federal statute provides immunity from an order of a court that presides over a case in which they are a party. In this case, appellants were plainly ordered not to interfere with the receiver, and despite that order, they purposefully interfered with the receiver\u2019s efforts to transfer control to the new general partner by filing an objection with the FCC. In light of these facts, we conclude that the chancellor\u2019s finding of contempt was not clearly erroneous and affirm.\nWe do, however, modify the amount of the contempt award. Generally, \u201c[t]he sanction of civil contempt serves two remedial purposes: to enforce compliance with an order of the court and to compensate for losses caused by noncompliance.\u201d 17 C.J.S. Contempt \u00a7 9 (1999). The $7,118.90 in arbitration costs awarded by the chancellor was in no way related to the contemptuous conduct in which appellants engaged. Thus, as a sanction, it did not serve the purpose of enforcing compliance with the chancellor\u2019s order or compensating appellee for appellants\u2019 violation of the order. Further, the partnership agreement had already mandated that each party pay one-half of any arbitration costs, and the arbitrators\u2019 award assessed those costs accordingly.\nBased upon the foregoing, we modify the chancellor\u2019s contempt award to delete the $7,118.90 in arbitration costs which, in effect, reinstates the arbitrators\u2019 division of costs. Appellants also challenge the chancellor\u2019s award of attorney fees as punishment for contempt. We do not address that issue because no attorney fee award had been made at the time this appeal was filed.\nAffirmed in part as modified, reversed in part, and remanded.\nPittman and Meads, JJ., agree.", "type": "majority", "author": "JOSEPHINE Linker Hart, Judge." } ], "attorneys": [ "Harrington, Miller, Neihouse & Krug, P.A., by: Wayne Krug, for appellants.", "John R. Eldridge, III, for appellee." ], "corrections": "", "head_matter": "Joseph M. HART; Cheryl Lynn Hart; and Vinewood Communications v. Norman D. McCHRISTIAN\nCA 00-50\n36 S.W.3d 357\nCourt of Appeals of Arkansas Division II\nOpinion delivered October 18, 2000\n[Petition for rehearing denied November 29, 2000.]\nHarrington, Miller, Neihouse & Krug, P.A., by: Wayne Krug, for appellants.\nJohn R. Eldridge, III, for appellee." }, "file_name": "0178-01", "first_page_order": 206, "last_page_order": 217 }