Supreme Court 

No. 2023-148-Appeal.

(WC 16-402)

The University of Rhode Island Board 

of Trustees et al. 

:

v. :

Hellenic Society Paideia – 

Rhode Island Chapter.

:

 

NOTICE: This opinion is subject to formal revision 

before publication in the Rhode Island Reporter. Readers 

are requested to notify the Opinion Analyst, Supreme 

Court of Rhode Island, 250 Benefit Street, Providence, 

Rhode Island 02903, at Telephone (401) 222-3258 or 

Email opinionanalyst@courts.ri.gov, of any typographical 

or other formal errors in order that corrections may be 

made before the opinion is published.
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Supreme Court 

No. 2023-148-Appeal.

(WC 16-402)

The University of Rhode Island Board 

of Trustees et al. 

:

v. :

Hellenic Society Paideia – 

Rhode Island Chapter.

:

Present: Suttell, C.J., Goldberg, Robinson, Lynch Prata, and Long, JJ.

O P I N I O N 

Justice Long, for the Court. The defendant, Hellenic Society Paideia –

Rhode Island Chapter (defendant), challenges a judgment of the Superior Court that 

confirmed an arbitration award in favor of the plaintiffs, the University of Rhode 

Island Board of Trustees and the University of Rhode Island (plaintiffs). The 

defendant argues that the trial justice erred in affirming the arbitration award based 

on the arbitrator’s manifest disregard of the law in his arbitration decision and his 

issuance of an indefinite remedy. 

This case came before the Supreme Court pursuant to an order directing the 

parties to appear and show cause why the issues raised in this appeal should not be 

summarily decided. After considering the parties’ written and oral submissions and 

reviewing the record, we conclude that cause has not been shown and that we may 
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decide this appeal without further briefing or argument. For the reasons set forth in 

this opinion, we affirm the judgment of the Superior Court. 

Facts and Procedural History

This appeal arises from nearly a decade of litigation concerning a 

breach-of-contract dispute related to the construction of a Center for Hellenic 

Studies at the University of Rhode Island in Kingston, Rhode Island. On 

April 24, 2005, plaintiffs and defendant entered into a “Ground Lease Agreement” 

(lease agreement) that established the parameters for this construction project.1

 The 

factual background and travel of this dispute—detailing the failure to construct the 

Center for Hellenic Studies within thirty months of the commencement of

construction and the ensuing litigation—can be found in our prior opinion, Rhode 

Island Council on Postsecondary Education v. Hellenic Society Paideia – Rhode 

Island Chapter, 202 A.3d 931 (R.I. 2019); we limit our recitation of facts and 

procedural history accordingly. See Hellenic Society Paideia, 202 A.3d at 933-34. 

Following remand, the Superior Court stayed the litigation pending 

arbitration, consistent with our mandate. The parties participated in arbitration 

proceedings held on September 27 and 28, 2022, at the University of Rhode Island

1 The University of Rhode Island and the Rhode Island Board of Governors for 

Higher Education were the original signatories to this lease with defendant. See 

Rhode Island Council on Postsecondary Education v. Hellenic Society Paideia –

Rhode Island Chapter, 202 A.3d 931, 933 n.1 (R.I. 2019). By operation of statute, 

plaintiffs have become the successors in interest. See G.L. 1956 § 16-32-2. 
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in Kingston pursuant to Section 14.3.2 of the lease agreement.

2 The parties 

submitted the lease agreement as a joint exhibit, and each party presented a question 

for the arbitrator’s resolution. Specifically, plaintiffs asked the arbitrator to resolve 

the following issue: “Did the Hellenic Society breach the Ground Lease Agreement 

and did the University of Rhode Island properly terminate said Agreement, and if 

2 Section 14.3.2 provides:

“Arbitration – If the parties fail to resolve any such controversy, claim 

or dispute by amicable arrangement and compromise within the thirty 

(30) day period immediately following the date of the notice initiating 

such discussions referred to in subsection (a) above, or if the party 

receiving such notice, fails to commence such discussions within the 

ten (10) day period immediately following the date of such notice, the 

aggrieved party shall submit the controversy, claim or dispute to 

arbitration before a single arbitrator to be conducted in accordance with 

the rules of the American Arbitration Association, and judgment upon 

the award rendered by the arbitrator may be entered in any court have 

[sic] jurisdiction thereof. Any award rendered by the arbitrator shall be 

final and binding upon the parties. The arbitrator shall explain in 

writing the reasons for his award in reasonable detail, including a 

statement of the facts as determined by him and the rules of law applied. 

Any arbitration proceeding hereunder shall be held in Kingston, Rhode 

Island.[] The parties shall be entitled to discover all documents and 

information reasonably necessary for a full understanding of any 

legitimate issue raised and may use all methods to discovery, including 

but not limited to depositions, written interrogatories, requests for 

admission and requests for production of documents. The arbitrator 

may set reasonable time periods for compliance and reasonable limits 

on the scope of the discovery. Each party shall bear its own costs and 

expenses in connection with the preparation of or the presentation of its 

case at the arbitration proceedings, including without limitation its own 

counsel and witness fees. Fees and expenses of the arbitrator and all 

other expense of arbitration (except those referred to in the preceding

sentence) shall be shared equally by the parties.”
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so, what shall be the remedy?” Conversely, defendant sought resolution of the 

following issue: “Was there a joint venture, and was it breached by the University, 

and if so, what shall be the remedy?”

In response to these issues, the arbitrator issued a twenty-seven-page decision.

He summarized the facts relevant to the dispute; outlined the positions of each party; 

analyzed the lease agreement between the parties, identified therein as landlord and 

tenant, as well as caselaw governing joint ventures; and considered the testimony of 

relevant witnesses. The arbitrator determined that the lease agreement constituted 

an enforceable contract that plaintiffs permissibly terminated, pursuant to its terms,

after defendant breached the lease agreement by defaulting on its obligations. 

Specifically, the arbitrator found that defendant failed to construct the Center for 

Hellenic Studies within the requisite timeframe, among other failures. The arbitrator

also determined that a joint venture did not exist between the parties, not only 

because the express language of the lease agreement prohibited a joint venture, but 

also because the parties’ actions did not give rise to a joint venture under Fireman’s 

Fund Insurance Company v. E.W. Burman, Inc., 120 R.I. 841, 391 A.2d 99 (1978). 

The arbitrator directed defendant to reimburse plaintiffs for the cost and expenses 

that plaintiffs will incur in their efforts to restore the construction site to its prior 

status, which he characterized as vacant land. 
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Thereafter, on January 4, 2023, plaintiffs filed a motion in Superior Court to 

confirm the arbitration award, prompting defendant to file an objection and crossmotion to vacate that same award. After a hearing on the parties’ motions, the trial 

justice issued a written decision granting plaintiffs’ motion to confirm the award and 

denying defendant’s cross-motion to vacate. The trial justice declined defendant’s 

invitation to reexamine or reconstrue the lease agreement, or to disturb the 

arbitrator’s findings that the parties failed to form a joint venture. Moreover, the 

trial justice declined to review the arbitrator’s determination that plaintiffs properly 

terminated the lease agreement. Finally, the trial justice rejected defendant’s 

objection to the arbitral remedy, leaving defendant responsible for the cost and 

expenses associated with restoring the land to its prior condition.

3

 

Following the trial justice’s decision and entry of judgment, defendant filed a 

timely notice of appeal to this Court. We consider whether the trial justice erred in 

confirming the arbitrator’s award. 

Discussion

Based on the overwhelming public policy considerations favoring arbitration, 

judicial review of arbitration awards is exceedingly limited and begins with a 

3 Regarding the remedy, the trial justice also declined to disturb the arbitrator’s 

decision based on defendant’s argument that section 10.2.2 and Article XI of the 

lease agreement required plaintiffs to pay defendant the surrender value of the 

building, which both parties agreed did not exist, upon the lease’s termination. 
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presumption of their validity. Berkshire Wilton Partners, LLC v. Bilray Demolition 

Co., Inc., 91 A.3d 830, 834-35 (R.I. 2014). Nevertheless, arbitrators must perform 

their role in a manner consistent with their power and authority. See id. at 835. 

Therefore, this Court, like the Superior Court, will vacate an arbitration award when 

arbitrators exceed their powers or fail to execute them in a manner that results in 

their failure to make a mutual, final, and definite award. Id.; G.L. 1956 § 10-3-12(4).4

 

When considering a challenge to an arbitration award, this Court makes every 

reasonable presumption in favor of upholding the award; we will uphold the 

4 General Laws 1956 § 10-3-12 provides the following: 

“In any of the following cases, the Court must make an 

order vacating the award upon the application of any party 

to the arbitration:

“(1) Where the award was procured by corruption, fraud 

or undue means.

“(2) Where there was evident partiality or corruption on 

the part of the arbitrators, or either of them. 

“(3) Where the arbitrators were guilty of misconduct in 

refusing to postpone the hearing, upon sufficient cause 

shown, or in hearing legally immaterial evidence, or 

refusing to hear evidence pertinent and material to the 

controversy, or of any other misbehavior by which the 

rights of any party have been substantially prejudiced. 

“(4) Where the arbitrators 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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arbitration award if it draws its essence from the contract governing the dispute, and 

we will refuse to disturb it if the award reflects a tolerably plausible form of contract 

interpretation. Berkshire Wilton Partners, LLC, 91 A.3d at 835. Consequently, an 

arbitrator’s mere error of law does not warrant reversal. Id. at 836. However, if an 

arbitrator manifestly disregards the law or a contractual provision, or reaches an 

irrational result, this Court must vacate the award. Id. at 836-37. An arbitrator 

manifestly disregards the law when she or he demonstrates a correct understanding 

of the law and then proceeds to disregard that understanding in reaching a decision. 

Id. at 837. Finally, the party claiming that an arbitrator exceeded her or his authority 

bears the burden of proving that assertion. Id. at 835. 

The arbitrator who presided over the dispute under consideration issued a 

thorough, well-reasoned award that reflects more than a plausible interpretation of 

the lease agreement. As required by Section 14.3.2 of the lease agreement, the 

written decision explained the arbitrator’s reasons in reasonable detail: The 

arbitration award directly responded to each issue presented by the parties, provided 

a summary of the relevant facts, and addressed the parties’ competing arguments. 

The arbitrator evaluated the unambiguous language of the parties’ lease agreement, 

which detailed the roles and responsibilities of plaintiffs as landlord, and defendant 

as tenant, as described in the opening clause of the standard ground lease. He 

reviewed the testimony of relevant witnesses who denied the existence of a joint 
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venture and resolved the issue presented by defendant based on his interpretation of 

the controlling language in the lease agreement. Most notably, in dismissing 

defendant’s contention that this construction project constituted a joint venture 

between the parties, the arbitrator identified the following explicit language 

contained in Section 3.2 of the lease agreement:

“The Landlord’s participation in this process is primarily 

for administrative purposes to ensure [that] the work is 

being conducted in a timely manner and in accordance 

with this agreement and shall not constitute an agency, 

joint venture, or partnership relationship with the 

Tenant.”

In finding that defendant breached the lease agreement, the arbitrator relied 

on the undisputed fact that construction of the Center for Hellenic Studies was not 

completed within thirty months of the beginning of construction. The arbitrator also

relied on the explicit contractual provisions governing default and termination, and 

the documentary evidence reflecting plaintiffs’ notice of default and termination. 

Specifically, he relied on the foregoing when he determined (1) that defendant 

breached the lease agreement and further, (2) that plaintiffs properly complied with 

the lease agreement’s termination provisions. Finally, as requested by each party, 

the arbitration award provided a remedy consistent with the arbitrator’s decision: 

reimbursement of the cost and expenses required to restore the site to its prior status. 

We are satisfied that the arbitrator’s award easily meets the presumption of validity: 
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It undoubtedly draws its essence from the parties’ lease agreement and lacks any 

indication that the arbitrator manifestly disregarded the law. 

The defendant, in attempting to meet the high burden of proving that the 

arbitrator exceeded his authority, points to what it characterizes as numerous 

reversible errors that the trial justice overlooked. The defendant predominantly

argues that the arbitrator (1) impermissibly, and without lawful authority, 

determined that defendant should reimburse plaintiffs as the exclusive remedy and 

failed to provide guidance regarding how defendant should do so; (2) improperly 

determined that a joint venture did not exist between the parties; and (3) erroneously 

concluded that the lease agreement constituted a valid, enforceable contract between 

the parties. The defendant has failed to meet its burden.

Regarding defendant’s objection to the remedy and suggestion that the 

arbitrator should have provided defendant with the surrender value of the property

in fashioning the remedy, we emphasize that the arbitrator provided this remedy in 

direct response to questions presented by both parties. The remedy directs defendant 

to reimburse plaintiffs for the cost of restoring the building site to its prior 

condition—vacant land—and, as the trial justice correctly noted, this constitutes a 

permissible exercise of the arbitrator’s authority pursuant to American Arbitration 

Association Rules, which permit the arbitrator to order specific performance. As a 
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result, defendant has failed to show that this claimed error took place as a result of 

the arbitrator’s manifest disregard of the law. 

We similarly reject defendant’s attempt to argue that the arbitrator did not 

properly define a joint venture when relying on the definition contained in Fireman’s 

Fund Insurance Company. See Fireman’s Fund Insurance Company, 120 R.I. at 

844, 391 A.2d at 101. The arbitrator’s decision simply does not constitute a manifest 

disregard of the law, especially considering the fact that the arbitrator also relied on 

language from the lease agreement explicitly stating that a joint venture did not exist 

between the parties. See Prospect CharterCARE, LLC v. Conklin, 185 A.3d 538, 544 

(R.I. 2018) (noting that this Court will not permit parties who have contractually 

agreed to arbitrate their dispute to circumvent an arbitration award by appearing in 

court alleging that the arbitrator misconstrued the contract or misapplied the relevant 

law). 

Finally, based on the fact that the arbitrator determined that the lease 

agreement constituted a valid, enforceable contract, and that this conclusion drew its 

essence from the contract itself, we decline defendant’s poorly concealed request for 

it to relitigate its breach-of-contract claim. Moreover, we emphatically reject 

defendant’s attempt to seek a ruling from this Court invalidating this lease agreement 

when defendant previously appeared before this Court and argued that we must 
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enforce its terms by sending it to arbitration. See Hellenic Society Paideia, 202 A.3d 

at 935. 

Accordingly, we conclude that the defendant has failed to demonstrate that 

the arbitrator acted in a manner that would permit us to disturb his award and we 

therefore uphold the trial justice’s order confirming the arbitration award. 

Conclusion

Based on the foregoing, we affirm the judgment of the Superior Court and 

remand the record in this case. 
SU-CMS-02A (revised November 2022)

STATE OF RHODE ISLAND

SUPREME COURT – CLERK’S OFFICE

Licht Judicial Complex

250 Benefit Street

Providence, RI 02903

OPINION COVER SHEET

Title of Case The University of Rhode Island Board of Trustees et 

al. v. Hellenic Society Paideia - Rhode Island Chapter.

Case Number No. 2023-148-Appeal.

(WC 16-402)

Date Opinion Filed July 3, 2024

Justices Suttell, C.J., Goldberg, Robinson, Lynch Prata, and 

Long, JJ.

Written By Associate Justice Melissa A. Long 

Source of Appeal Providence County Superior Court 

Judicial Officer from Lower Court Associate Justice Brian P. Stern

Attorney(s) on Appeal

For Plaintiffs:

Paul V. Sullivan, Esq. 

For Defendant:

Bruce Gladstone, Esq.