************************************************

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 postopinion motions and petitions for certification is the “officially released” date appearing in the opinion. 

All opinions are subject to modification and technical 

correction prior to official publication in the Connecticut 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 Connecticut 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 Journal 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. 1

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

CHABAD LUBAVITCH OF WESTERN AND

SOUTHERN NEW ENGLAND, INC. v.

MOSHE SHEMTOV ET AL.

(SC 20787)

Robinson, C. J., and McDonald, D’Auria, Mullins,

Ecker, Alexander and Dannehy, Js.

Syllabus

The plaintiff organization sought to recover possession of certain commercial property occupied by the defendants S, C Co., and G Co. by way of

a summary process action. Chabad Lubavitch (Chabad) is a hierarchical

religious movement of Hasidic Judaism. D, the founder and former

president of the plaintiff, had served the Chabad community in the city

of Stamford as the shliach, or ecclesiastical leader, until 2014, when he

entered into a written agreement to transfer his responsibilities to S.

The 2014 agreement provided that, going forward, S would serve as the

shliach for Stamford and assume various responsibilities in connection

with that position, but it made no express reference to the plaintiff’s

property, which served as the central site for various services for the

local Chabad community. S thereafter took possession of, and operated

C Co. and G Co. out of, the property, and began making regular mortgage

payments in connection with its possession of the property. When D

and S’s relationship deteriorated, S stopped making mortgage payments.

D thereafter sent a letter to S, on the plaintiff’s letterhead and in his

capacity as the plaintiff’s authorized representative, ordering him to

vacate the property and purporting to remove him from his position as

shliach. D and S then entered into an arbitration agreement, pursuant

to which they agreed to resolve their various disagreements before a

Bais Din, which is a rabbinical tribunal authorized to adjudicate disputes

in accordance with Jewish law. D and S signed the arbitration agreement

individually and on behalf of their respective institutions. The Bais Din

ruled that S would continue to serve as shliach and ordered S to make the

mortgage payments but that D would retain ownership of the property

for three years, after which the issue of the ownership of the property

would be reviewed. The Bais Din subsequently reaffirmed that ruling.

When D and S were summoned to return to the Bais Din to adjudicate

the ownership issue, D did not comply. Instead, D sought, and was

granted, permission from a different rabbinical tribunal to bring the

dispute before a civil court. Thereafter, the plaintiff served the defendants with a notice to quit, and, when the defendants failed to quit

possession of the property, the plaintiff initiated this summary process

action. The defendants moved to dismiss the action for lack of subject

matter jurisdiction. The trial court denied the motion but ordered a

three month stay of the proceedings to allow the parties to arbitrate
0, 0 CONNECTICUT LAW JOURNAL Page 1

0 Conn. 1 , 0 3

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

before the Bais Din. In reaching its decision, the court found that D had

signed the arbitration agreement with the intent of binding the plaintiff

and that the parties had intended the issue of ownership of the property

to be adjudicated by the Bais Din. Following the stay period, the defendants filed a motion to stay the proceedings and to compel arbitration.

The trial court, without making additional findings that a change in

circumstances had rendered the arbitration agreement unenforceable,

denied the defendants’ motion, concluding that the plaintiff was not a

party to any arbitration agreement and that the parties could still seek

religious remedies in the appropriate forum while the court resolved

ownership and landlord-tenant issues. The trial court subsequently rendered judgment of possession in favor of the plaintiff, from which the

defendants appealed.

Held that the trial court erred in failing to enforce the arbitration agreement,

and, accordingly, this court reversed the trial court’s judgment and

remanded the case with direction to grant the defendants’ motion to

stay the proceedings and to compel arbitration:

In its initial ruling, the trial court concluded that the parties were bound

to arbitrate the issue concerning the ownership of the property before

the Bais Din on the basis of its finding that, when D signed the arbitration

agreement, he did so in a representative capacity with the intent to bind

the plaintiff, and that finding was substantially supported by the record,

insofar as D, as the plaintiff’s founder and then president, signed the

agreement on his own behalf and on behalf of the Chabad institutions,

the two rulings of the Bais Din dealt with issues relating to the ownership

of the property, the arbitration agreement was signed subsequent to the

defendants’ taking possession of the property, and D wrote the letter

ordering S to vacate the property in D’s capacity as the plaintiff’s authorized representative and on the plaintiff’s letterhead.

The trial court, however, improperly denied the defendants’ subsequent

motion to stay the proceedings and to compel arbitration, as it had already

concluded that the parties were bound to the arbitration agreement, it

made no findings that there was a change in circumstances that rendered

the parties’ arbitration agreement unenforceable, and, accordingly, in

the absence of any legal basis for not enforcing the agreement, the trial

court erred in declining to stay the proceedings.

Moreover, the plaintiff’s action fell within the scope of the arbitration

agreement, which provided that the parties would submit all of their

arguments in the case between them to arbitration, the plaintiff’s claim

that the defendants were no longer entitled to possess the property for

failure to make mortgage payments was clearly such an argument, and,

therefore, the plaintiff’s action was arbitrable.

Argued December 14, 2023—officially released July 12, 2024*

* July 12, 2024, the date that this decision was released as a slip opinion,

is the operative date for all substantive and procedural purposes.
Page 2 CONNECTICUT LAW JOURNAL 0, 0

4 , 0 0 Conn. 1

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

Procedural History

Summary process action, brought to the Superior

Court in the judicial district of Stamford-Norwalk,

Housing Session at Norwalk, where the court, Spader,

J., denied the motions to dismiss, to stay the proceedings, and to compel arbitration filed by the named defendant et al.; thereafter, the case was tried to the court,

Spader, J.; judgment for the plaintiff, from which the

named defendant et al. appealed. Reversed; further proceedings.

L. Martin Nussbaum, pro hac vice, with whom were

Brenden P. Leydon and, on the brief, Andrew Nussbaum, pro hac vice, for the appellants (named defendant et al.).

Gerard N. Saggese III, with whom were Juliette Taylor and, on the brief, Trevor J. Larrubia, for the appellee (plaintiff).

Opinion

ALEXANDER, J. This appeal requires us to determine

the enforceability of an agreement to arbitrate before

a Jewish rabbinical court called a ‘‘Bais Din’’ to resolve

a dispute between the parties concerning the possession

of certain real property. The defendants Rabbi Moshe

Shemtov, Chabad of Stamford, Inc., and Gan Yeladim

of Stamford, Inc.,1 appeal from the trial court’s judgment

granting possession of a commercial property to the

plaintiff, Chabad Lubavitch of Western and Southern

New England, Inc. On appeal,2 the defendants claim that

1 The plaintiff also named John Doe 1, John Doe 2, John Doe 3, John Doe

4, John Doe 5, and John Doe 6 as defendants in this action. Those defendants

have not participated in this appeal. For convenience, we refer to Shemtov,

Chabad of Stamford, Inc., and Gan Yeladim of Stamford, Inc., collectively

as the defendants and individually by name when appropriate. 2 The defendants appealed to the Appellate Court, and we transferred the

appeal to this court pursuant to General Statutes § 51-199 (c) and Practice

Book § 65-1.
0, 0 CONNECTICUT LAW JOURNAL Page 3

0 Conn. 1 , 0 5

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

the trial court erred in failing to enforce an arbitration

agreement that the plaintiff was bound by and refused

to honor. We agree and reverse the judgment of the

trial court.

The record reveals the following relevant facts and

procedural history. Chabad Lubavitch (Chabad) is a

hierarchical religious movement of Hasidic Judaism led

by its spiritual leader, known as the ‘‘Rebbe.’’ Rabbi

Yisrael Deren, founder and former president of the

plaintiff, served the Chabad community as the shliach,

or ecclesiastical leader, of Stamford3 until August, 2014,

when he entered into a written agreement (2014 agreement) to transfer his responsibilities as shliach to Shemtov. Pursuant to the 2014 agreement, Shemtov would

serve as the shliach of Stamford going forward and

would be responsible for ‘‘the vision for Chabad of

Stamford, its implementation, institutions, programming, staffing, marketing, [public relations] and everything else related to Chabad of Stamford.’’ The 2014

agreement made no express reference to the plaintiff’s

commercial property located at 752, 760, and 770 High

Ridge Road in Stamford, known as the Chabad Center

(property), which served as the central site of religious

education, programming, and services for the Chabad

community in Stamford. The 2014 agreement provided

that any ‘‘misunderstandings or disputes’’ would be

mediated before a ‘‘Vaad,’’ which is a designated tribunal of select shluchim4 empowered to resolve disputes

arising out of the agreement.

Subsequently, Shemtov took possession of, and operated Chabad of Stamford, Inc., and Gan Yeladim of

Stamford, Inc., out of, the property. The relationship

between Shemtov and Deren deteriorated, however,

3 In his capacity as shliach, Deren served as the Rebbe’s ‘‘emissary’’ for

the Chabad community in Stamford. 4 Shluchim is the plural form of shliach.
Page 4 CONNECTICUT LAW JOURNAL 0, 0

6 , 0 0 Conn. 1

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

and Shemtov stopped making the regular mortgage payments on the property. In May, 2016, Deren and Shemtov went before the Vaad to resolve ‘‘areas of serious

disagreement . . . as to what the obligations of the

other party are [under the 2014 agreement].’’ The Vaad

specifically considered the following question: ‘‘Must

[Deren] turn over ownership (or control of the [c]orporation that has ownership) of [the property] to [Shemtov]?’’ The Vaad concluded that ‘‘neither the [2014]

agreement nor its intent requires [Deren] to cede control of the [property’s] ownership. . . . As such,

[Shemtov’s] obligation to pay the mortgage is . . . part

of his obligation to fund the Chabad activities in Stamford akin to paying rent for use of the [property].’’ In

June, 2016, Deren sent a letter ordering Shemtov to

vacate the property and terminating him from his position as shliach. Deren wrote the letter on the plaintiff’s

letterhead and in his capacity as the plaintiff’s authorized representative.

On July 15, 2016, Deren and Shemtov entered into

an arbitration agreement pursuant to which they agreed

to resolve their various disagreements before a Bais

Din, which is a panel of rabbinical judges that serves

as a tribunal to adjudicate a particular dispute in accordance with Jewish law. The arbitration agreement,

which was in Hebrew with a separate English translation, established that the ‘‘jurisdiction of this [B]ais

[D]in . . . shall be in force until its ruling is carried

out in full, and [it is] empowered to make a decision

on every disagreement about how the ruling should be

carried out, or about the meaning of the ruling. [It] also

retain[s] jurisdiction to come to a decision if it happens

that one of the [parties] has arguments or [proof] to

contradict the ruling, and likewise if in the ruling [it

does] not make a decision (for whatever reason) on all

issues . . . .’’ The arbitration agreement was signed by
0, 0 CONNECTICUT LAW JOURNAL Page 5

0 Conn. 1 , 0 7

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

both Deren and Shemtov individually and on behalf of

their respective Chabad institutions.5

In August, 2016, the Bais Din issued a ruling6 in which

it determined as follows: ‘‘(a) [Shemtov] remains in the

full power of his function as [shliach] . . . and

according to the conditions of the [2014] agreement.

‘‘(b) [Concerning] all differences of opinion between

[the parties] about the meaning of the [2014] agreement,

they shall turn to the committee of three shluchim

agreeable to both of them, and . . . [the committee]

shall give the opportunity to the . . . parties to properly present and express their opinions about this.

‘‘(c) [Shemtov] has to pay the . . . mortgage, and he

has to return to [Deren] the sum of money that [Deren]

has already paid in his stead. That means that [Shemtov]

has to pay ten equal payments, one payment every

month, to [Deren] for what [Deren] has paid for the

mortgage.

‘‘(d) The [property] shall remain for the time being,

as it has been until now, under [Deren’s] ownership.

‘‘(e) After a period of three years, the discussion

concerning the transfer of the [property] to [Shemtov]

shall be reviewed again by the committee of three

shluchim (or by the Central Committee of Chabad-Lubavitch Rabbis if one of the parties so desires), obviously

in the hope that the agreement between them is fulfilled.

‘‘(f) [Shemtov] should not be dismissed from his position as [shliach] except after bringing the issue before

a [B]ais [D]in, as is customary . . . .

5 Although the translated version of the arbitration agreement that was

admitted into evidence was not signed, it was undisputed that the original,

untranslated version was signed by both Deren and Shemtov. 6 The Bais Din’s ruling was in Hebrew with a separate English translation

that included bracketed language ‘‘added by the translator for clarification

of the original [Hebrew] text.’’
Page 6 CONNECTICUT LAW JOURNAL 0, 0

8 , 0 0 Conn. 1

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

‘‘(g) Both parties have to work together in an appropriate manner to arrange refinancing of the mortgage.

‘‘(h) Neither party should arrange on his own to raise

the mortgage [obligation] or [to take] equity loans [on

the property] or the like without agreement of the other

[party]; if it is agreed and done for the benefit of one

of them, it is his responsibility to pay the extra payment

that results from this.’’

In the course of its ruling, the Bais Din observed

that, ‘‘[a]lthough the [2014] agreement does not state

explicitly that [Shemtov] is obligated to pay the monthly

mortgage payments . . . there is the assumption and

assessment that since he is the person responsible for

the institutions . . . it is taken for granted that he is

obligated to pay also the mortgage for the [property

where] the institutions [are located].’’ In June, 2017, the

Bais Din reconvened and issued another ruling concerning certain financial disagreements between the parties.

In its ruling, the Bais Din reaffirmed its previous ruling.7

Three years after the Bais Din’s initial ruling, Rabbi

Nochum Schapiro, secretary of the Central Committee

of Chabad-Lubavitch Rabbis, issued a series of summonses instructing Deren to return to the Bais Din to

adjudicate the issue of ownership of the property. Deren

did not comply but, instead, sought, and was granted,

permission from a different rabbinical court located in

Monsey, New York, to bring the dispute to civil court for

resolution. The validity of that permission is disputed

by the parties; Schapiro declared the decision to be of

‘‘no value . . . .’’

In November, 2019, the plaintiff purported to terminate the defendants’ right to occupy the property through

7 The Bais Din’s 2017 ruling included the following directive: ‘‘[Shemtov]

must pay from now . . . on the mortgage in full every month, and cannot

avoid it with claims that he is owed money or other claims. . . . [I]f he

has other claims, he should present [them] to the Vaad, but he must pay

the mortgage.’’
0, 0 CONNECTICUT LAW JOURNAL Page 7

0 Conn. 1 , 0 9

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

proper service of a notice to quit. When the defendants

failed to quit possession of the property, the plaintiff

filed a three count complaint, alleging that the defendants’ right or privilege to occupy the property had

terminated, nonpayment of rent, and lapse of time. The

defendants moved to dismiss the action for lack of

subject matter jurisdiction, claiming equitable ownership of the property and that the parties were subject

to arbitration agreements that provided for binding arbitration of their dispute. The trial court denied the

motion to dismiss, observing that it maintained exclusive jurisdiction over landlord-tenant matters. The court,

however, ordered a stay of the proceedings to allow the

parties to conclude the arbitration proceedings pending

before the Bais Din. The court found that Deren’s signature, which ‘‘indicated [that] he was signing on his own

behalf and on behalf of the ‘[Chabad] [i]nstitutions,’ ’’

bound the plaintiff to the arbitration agreement. (Emphasis in original.) The court also noted that the plaintiff

was ‘‘representing itself [in the action] as the owner of

the [property]’’ and that ‘‘[t]he factual issue of ownership . . . was agreed to be the subject of . . . arbitration [before] the Bais Din.’’

After the conclusion of the stay period, the plaintiff

filed a motion for default for failure to plead and judgment for possession (motion for judgment),8 and the

defendants filed a motion to stay the proceedings and

to compel arbitration (motion to stay). The trial court

reversed course from its initial ruling and, without making any new factual findings regarding the obligatory

8 The plaintiff submitted an affidavit of Rabbi Yoseph Deren in support

of its motion for judgment in which he averred that he had spoken to Rabbi

Nochem Kaplan, who confirmed that ‘‘there is nothing to be done and nothing

more that the [Bais] Din can do. The parties had two arbitrations, and two

rulings, there is nothing more the [Bais] Din can do.’’ The defendants filed

an opposition to the motion and, in support thereof, attached affidavits of

Shemtov and Rabbi Moshe Bogomilsky in which they averred that the Bais

Din would continue to exercise jurisdiction.
Page 8 CONNECTICUT LAW JOURNAL 0, 0

10 , 0 0 Conn. 1

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

terms of the arbitration agreement, denied the motion

to stay and ordered use and occupancy payments.9 In

denying the defendants’ motion to stay, the court

explained that the parties could ‘‘still seek religious

remedies in the appropriate forums while [the] court

resolves ownership and landlord-tenant issues, as it is

the proper forum for said issues.’’ This was in direct

conflict with the court’s previous finding that the parties

intended that the issue of ownership be adjudicated by

the Bais Din. Without further explanation, and despite

its previous conclusion that the plaintiff was bound by

the arbitration agreement, the court expressly concluded that, ‘‘as an entity, [the plaintiff] is not a party

to any arbitration agreement.’’10

The defendants filed an answer in which they acknowledged receipt of the notice to quit but claimed a present

right or privilege to occupy the property and asserted

seven special defenses, including that the plaintiff’s

claims were subject to the arbitration agreement.11 Subsequently, the defendants filed another motion to dismiss, claiming that the religion clauses of the first amendment to the United States constitution and article first,

§ 3, of the Connecticut constitution deprived the trial

court of subject matter jurisdiction. The trial court

denied the motion but allowed the defendants to file

9 The defendants appealed from this interlocutory ruling to the Appellate

Court, claiming that General Statutes § 52-407bbb (a) (1) permitted an appeal

from the denial of a motion to stay the proceedings and to compel arbitration.

The plaintiff filed a motion to dismiss, contending that a motion to stay

made pursuant to General Statutes § 52-409 is an unappealable interlocutory

order. The Appellate Court granted the motion to dismiss and dismissed

the appeal. That order is not at issue in this appeal. 10 The trial court stated this conclusion in its order denying the defendants’

motion to compel arbitration, which the defendants acknowledged was

redundant to their motion to stay and was filed ‘‘solely to preserve their

appellate rights . . . .’’ 11 The defendants also asserted several contractual and equitable special

defenses, including unclean hands, breach of the duty of good faith and fair

dealing, estoppel, and equitable ownership.
0, 0 CONNECTICUT LAW JOURNAL Page 9

0 Conn. 1 , 0 11

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

four additional special defenses that asserted that the

plaintiff’s claims could not succeed on constitutional

grounds.

The trial court found for the plaintiff on all three

counts of its complaint. The court found that the plaintiff was the owner of the property. Thus, although the

defendants had been given permission to enter and

occupy the property, this right or privilege had been

terminated with the proper service of a notice to quit.

The court further found that Shemtov, after agreeing

to pay the monthly mortgage payments, had failed to

make payments since at least the fall of 2019, which

led to the initiation of a foreclosure action against the

property. Finally, the court found that the time the

defendants were permitted to be in possession of the

property had lapsed.

The trial court next considered each of the defendants’ special defenses. As for the constitutional defenses,

the court concluded that the resolution of the matter

would not ‘‘do anything other than [return] a property

owner into possession of a premises it owns from a

nonpaying tenant.’’ Acknowledging that it had ‘‘encouraged’’ the parties ‘‘to continue engaging in mediation

with church leadership,’’ the court determined that ‘‘this

is a possession of property dispute and not a matter of

faith or church doctrine.’’ (Emphasis in original.) The

court then rejected the defendants’ contractual special

defenses, finding that the plaintiff did not act in bad

faith and could pursue the summary process action.

The court similarly rejected the defendants’ equitable

special defenses, finding that, although the defendants

had made improvements to the property, those investments could have been protected by making payments

on the mortgage and that the defendants had no equitable interest in the property. Finally, the court rejected

the arbitration special defense, or the ‘‘Bais Din defense,’’

that the plaintiff was bound by the arbitration agree-
Page 10 CONNECTICUT LAW JOURNAL 0, 0

12 , 0 0 Conn. 1

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

ment and that it had refused to participate in ongoing

proceedings before the Bais Din in bad faith. The court

reasoned that the parties had attempted, but failed, to

resolve the dispute in the Bais Din and that there was

no pending arbitration proceeding known to the court.

Accordingly, the court rendered judgment in favor of

the plaintiff. This appeal followed.

On appeal, the defendants raise several claims, including that the trial court’s judgment violates the ecclesiastical abstention doctrine.12 However, we need address

only the defendants’ contention that the underlying dispute regarding possession of the property must be

resolved through arbitration because it is dispositive

of the defendants’ appeal. See, e.g., Mueller v. Tepler,

312 Conn. 631, 649 n.17, 95 A.3d 1011 (2014) (‘‘[t]his

court has a basic judicial duty to avoid deciding a constitutional issue if a nonconstitutional ground exists that

will dispose of the case’’ (internal quotation marks

omitted)).

The defendants claim that the trial court failed to

recognize that the plaintiff’s complaint was preempted

by the arbitration agreement. They contend that, although

the plaintiff is not an express signatory to the arbitration

agreement, it is nonetheless bound to arbitrate because

Deren acted in a representative capacity for the plaintiff

by (1) transferring ownership and control over the plaintiff’s finances in the 2014 agreement with Shemtov, (2)

terminating Shemtov from his position as shliach in his

capacity as authorized representative of the plaintiff,

12 The ecclesiastical abstention doctrine was first articulated by the United

States Supreme Court in Watson v. Jones, 80 U.S. (13 Wall.) 679, 727, 20 L.

Ed. 666 (1871). See Tilsen v. Benson, 347 Conn. 758, 773, 299 A.3d 1096

(2023). The doctrine ‘‘recognizes that the [e]stablishment [c]lause of the

[f]irst [a]mendment precludes judicial review of claims that require resolution of ‘strictly and purely ecclesiastical’ questions.’’ McRaney v. North

American Mission Board of the Southern Baptist Convention, Inc., 966

F.3d 346, 348 (5th Cir. 2020), cert. denied, U.S. , 141 S. Ct. 2852, 210

L. Ed. 2d 961 (2021).
0, 0 CONNECTICUT LAW JOURNAL Page 11

0 Conn. 1 , 0 13

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

and (3) signing the arbitration agreement on behalf of

the Chabad institutions. The plaintiff responds that it

is not bound by any agreement to arbitrate, and, in the

alternative, the dispute over possession of the property

is not covered by any arbitration agreement. We agree

with the defendants that the plaintiff is bound by the

arbitration agreement. The trial court, therefore, erred

in denying the defendants’ motion to stay the proceedings for the parties to participate in arbitration before

the Bais Din.

As a preliminary matter, we set forth the standard

of review. ‘‘The scope of our appellate review depends

[on] the proper characterization of the rulings made by

the trial court. To the extent that the trial court has

made findings of fact, our review is limited to deciding

whether such findings were clearly erroneous. When,

however, the trial court draws conclusions of law, our

review is plenary and we must decide whether its conclusions are legally and logically correct and find support in the facts that appear in the record. . . .

Therefore, the trial court’s conclusions must stand

unless they are legally or logically inconsistent with the

facts found or unless they involve the application of

some erroneous rule of law material to the case.’’ (Citation omitted; internal quotation marks omitted.) MSO,

LLC v. DeSimone, 313 Conn. 54, 62, 94 A.3d 1189 (2014).

‘‘Whether a contractual commitment has been undertaken is ultimately a question of the intention of the

parties. Intention is an inference of fact, and the conclusion is not reviewable unless it was one that the trier

could not reasonably make.’’ (Internal quotation marks

omitted.) Otto Contracting Co. v. S. Schinella & Son,

Inc., 179 Conn. 704, 709, 427 A.2d 856 (1980).

We begin with the defendants’ contention that the

trial court erred in failing to enforce the parties’ arbitration agreement. Connecticut has established a clear

public policy in favor of arbitrating disputes between
Page 12 CONNECTICUT LAW JOURNAL 0, 0

14 , 0 0 Conn. 1

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

parties that have agreed to do so. See, e.g., Nussbaum

v. Kimberly Timbers, Ltd., 271 Conn. 65, 71, 856 A.2d

364 (2004). ‘‘The issue of whether the parties to a contract have agreed to arbitration is controlled by their

intention. . . . The parties’ intent is determined from

the language used interpreted in . . . light of the situation of the parties and the circumstances connected

with the transaction.’’ (Citation omitted; internal quotation marks omitted.) State v. Philip Morris, Inc., 289

Conn. 633, 642, 959 A.2d 997 (2008). ‘‘When parties have

a valid arbitration agreement, the courts are empowered to direct compliance with its provisions.’’ (Internal

quotation marks omitted.) MCO, LLC v. DeSimone,

supra, 313 Conn. 63.

An agreement to arbitrate ‘‘shall be valid, irrevocable

and enforceable, except when there exists sufficient

cause at law or in equity for the avoidance of written

contracts generally . . . .’’ General Statutes § 52-408.

‘‘A party’s claim that it is not a signatory to a contract

and therefore not bound by the agreement is clearly

‘sufficient cause . . . for the avoidance of [written]

contracts generally.’ ’’ Total Property Services of New

England, Inc. v. Q.S.C.V., Inc., 30 Conn. App. 580, 588,

621 A.2d 316 (1993). Our Appellate Court has recognized

that ‘‘[t]here are five theories for binding nonsignatories

to arbitration agreements: [1] incorporation by reference; [2] assumption; [3] agency; [4] [veil piercing]/alter

ego; and [5] estoppel.’’ (Internal quotation marks omitted.) Henry v. Imbruce, 178 Conn. App. 820, 841, 177

A.3d 1168 (2017); see also Thomson-CSF, S.A. v. American Arbitration Assn., 64 F.3d 773, 776 (2d Cir. 1995)

(recognizing same theories and concluding that ‘‘such

agreements must not be so broadly construed as to

encompass claims and parties that were not intended

by the original contract’’).

We note the lack of consistency in the trial court’s

conclusions with respect to its determination of whether
0, 0 CONNECTICUT LAW JOURNAL Page 13

0 Conn. 1 , 0 15

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

the plaintiff was bound by the arbitration agreement.

The court initially concluded that the parties were

bound to arbitrate before the Bais Din and issued a

three month stay of the proceedings to allow the parties

to arbitrate.13 In support of this conclusion, the court

found that Deren signed the arbitration agreement with

the intent of binding the plaintiff. The court explained:

‘‘[Because] . . . Deren indicated [that] he was engaging in the arbitration process on behalf of himself and

the [plaintiff] in 2016, and the Bais Din anticipated a

further hearing regarding ownership of the [property]

that has not yet occurred, the ownership issue is still

subject to the . . . arbitration [agreement].’’ (Emphasis in original.) Yet, six months later, in September,

2020, the court denied the defendants’ subsequent

motion to stay the proceedings and concluded that the

parties ‘‘can still seek religious remedies in the appropriate forums while [the] court resolves ownership and

landlord-tenant issues, as it is the proper forum for

[those] issues.’’ The court made no additional findings

to indicate any change in circumstances that would

render the parties’ arbitration agreement unenforceable.

The trial court’s initial finding that ‘‘Deren represented in the arbitration agreement that the plaintiff

. . . was also subject to the arbitration,’’ is substantially

supported by the record. See, e.g., Rund v. Melillo, 63

Conn. App. 216, 222, 772 A.2d 774 (2001) (concluding

that ‘‘[trial] court had before it sufficient evidence to

find that the intent of the parties was to bind both

the individuals and the corporate entities’’). Deren, the

founder and, at the time, the president of the plaintiff,

signed the arbitration agreement on his own behalf and

13 The defendants also contend that the plaintiff was bound to arbitrate

because of a provision in the 2014 agreement that required the parties to

mediate their disputes before a Vaad. Because we conclude that the plaintiff

is bound by the arbitration agreement, we need not decide whether the

plaintiff was also bound to resolve the parties’ dispute before a Vaad pursuant

to the 2014 agreement.
Page 14 CONNECTICUT LAW JOURNAL 0, 0

16 , 0 0 Conn. 1

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

‘‘on behalf of the [Chabad] [i]nstitutions.’’ Although the

‘‘Chabad institutions’’ is not defined in the arbitration

agreement, the court found that ‘‘the plaintiff is such

an implied ‘institution,’ as it is representing itself [in

the present case] as the owner of the [property], and

one of the issues in the arbitration was ownership of the

[property].’’ The court, therefore, expressly considered

the actions of the plaintiff in finding that Deren acted

in a representative capacity to bind the plaintiff to the

arbitration agreement. See, e.g., Coppola Construction

Co. v. Hoffman Enterprises Ltd. Partnership, 309

Conn. 342, 353, 71 A.3d 480 (2013) (‘‘apparent authority

is to be determined, not by the agent’s own acts, but

by the acts of the agent’s principal’’ (internal quotation

marks omitted)). The two rulings of the Bais Din similarly support the trial court’s finding that the parties

understood the plaintiff to be bound by the arbitration

agreement because both rulings dealt with issues relating to the ownership of and mortgage payments for

the property.

As the trial court found, the parties agreed to arbitrate

before the Bais Din ‘‘subsequent to the defendants’ taking possession’’ of the property. The arbitration agreement was executed shortly after Shemtov received the

letter from Deren ordering him to vacate the property.14

The letter was written by Deren in his capacity as the

authorized representative of the plaintiff and sent on the

plaintiff’s letterhead. See, e.g., 2 Restatement (Third),

Agency § 6.01, p. 3 (2006) (‘‘[w]hen an agent acting with

actual or apparent authority makes a contract on behalf

of a disclosed principal . . . the principal and the third

14 The letter states in relevant part: ‘‘In light of your refusal to meet with

me and as per the . . . letters from the Vaad ruling and confirming that

your failure to pay . . . the mortgage on the [property] is your irrevocable

abrogation of our . . . 2014 agreement and it is your [de facto] resignation

as director of Chabad in Stamford, and as per my . . . letter to you revoking

your status as [s]hliach . . . you . . . are . . . [p]rohibited from entering

the [property].’’
0, 0 CONNECTICUT LAW JOURNAL Page 15

0 Conn. 1 , 0 17

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

party are parties to the contract’’). This letter further

supports the trial court’s implied finding that the plaintiff held Deren out as having the authority to bind it to

an arbitration agreement relating to this dispute and

that the parties intended for the plaintiff to participate

in the arbitration. The court, therefore, correctly concluded that the plaintiff was bound to arbitrate before

the Bais Din and issued a stay of the proceedings in

accordance with the terms of the arbitration agreement.

The trial court subsequently erred, however, in failing

to grant the defendants’ motion to stay after the plaintiff

filed its motion for judgment. General Statutes § 52-409

provides in relevant part that a court ‘‘shall, on motion

of any party to the arbitration agreement, stay the action

or proceeding until an arbitration has been had in compliance with the agreement, provided the person making application for the stay shall be ready and willing

to proceed with the arbitration.’’ The defendants moved

to stay the proceedings and indicated that they were

willing to proceed with arbitration before the Bais Din,

and the plaintiff opposed the motion. Section 52-409

‘‘provides relief when a party to a contract that contains

an arbitration clause [or an arbitration agreement]

desires arbitration of a dispute, and the other party,

instead of proceeding with arbitration, institutes a civil

action to resolve the dispute.’’ (Internal quotation marks

omitted.) MCO, LLC v. DeSimone, supra, 313 Conn. 63.

Having already concluded that both parties were bound

by the arbitration agreement, in the absence of any legal

basis for not enforcing the agreement, the trial court

erred in denying the defendants’ motion to stay under

§ 52-409.15 See General Statutes § 52-408 (‘‘an agreement

15 The only ground on which the plaintiff opposes the enforceability of

the arbitration agreement is its claim that it ‘‘is not now . . . nor has [it]

ever been, a party to an arbitration agreement with [Shemtov] or any of the

defendants.’’ The parties never argued, and the trial court never concluded,

that the arbitration agreement is otherwise ‘‘void for reasons that involve

the formation of [the] agreement, such as duress, misrepresentation, fraud

or undue influence.’’ Nussbaum v. Kimberly Timbers, Ltd., supra, 271 Conn.
Page 16 CONNECTICUT LAW JOURNAL 0, 0

18 , 0 0 Conn. 1

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

in writing between two or more persons to submit to

arbitration any controversy existing between them at

the time of the agreement . . . shall be valid, irrevocable and enforceable, except when there exists sufficient

cause at law or in equity for the avoidance of written

contracts generally’’); see also Morgan v. Sundance,

Inc., 596 U.S. 411, 418, 142 S. Ct. 1708, 212 L. Ed. 2d

753 (2022) (‘‘a court must hold a party to its arbitration

contract just as the court would to any other kind [of

contract]’’); Success Centers, Inc. v. Huntington Learning Centers, Inc., 223 Conn. 761, 767, 613 A.2d 1320

(1992) (‘‘the court, on motion of any party to the agreement, shall stay the action until arbitration has been

had in compliance with the agreement’’).

We now address the defendants’ contention that the

plaintiff’s action falls within the scope of the arbitration

agreement. The plaintiff argues, in response, that any

proceedings required by the agreement have been completed. ‘‘It is well established that, [in the absence of]

the parties’ contrary intent, it is the court that has the

primary authority to determine whether a particular

dispute is arbitrable, not the arbitrators.’’ New Britain

v. AFSCME, Council 4, Local 1186, 304 Conn. 639, 647,

43 A.3d 143 (2012). Moreover, ‘‘[i]t is a long-standing

principle of consensual arbitration that the nature and

scope of an arbitration panel’s authority is determined

by the language of the arbitration [agreement].’’ Lupone

v. Lupone, 83 Conn. App. 72, 75, 848 A.2d 539, cert.

denied, 270 Conn. 910, 853 A.2d 526 (2004).

The arbitration agreement provides in relevant part:

‘‘[The parties] have accepted upon us (in the most effective manner possible according to our holy Torah) to

set all our arguments in the case between us (including

74. The parties also do not argue that ‘‘an ordinary procedural rule—whether

of waiver or forfeiture or what-have-you—would counsel against enforcement of [the] arbitration contract . . . .’’ Morgan v. Sundance, Inc., 596

U.S. 411, 418, 142 S. Ct. 1708, 212 L. Ed. 2d 753 (2022).
0, 0 CONNECTICUT LAW JOURNAL Page 17

0 Conn. 1 , 0 19

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

all the [counterclaims] of the [parties]) before the [specified Bais Din] . . . . The jurisdiction of this [B]ais

[D]in . . . shall be in force until its ruling is carried

out in full, and [it is] empowered to make a decision

on every disagreement about how the ruling should be

carried out, or about the meaning of the ruling. [It]

also retain[s] jurisdiction to come to a decision if it

happens that one of the [parties] has arguments or

[proof] to contradict the ruling, and likewise if in the

ruling [it does] not make a decision (for whatever

reason) ... [it is] empowered to come to a decision

. . . later. . . . An explicit condition is hereby made

that no [B]ais [D]in in the world shall have power to

cancel or change the ruling even if, in their opinion,

this [B]ais [D]in has erred.’’ (Emphasis added.)

Although the parties have not manifested an intent

to reserve the issue of possession for the Bais Din, the

expansive language of the arbitration agreement leaves

us with no question that this dispute is arbitrable. The

arbitration agreement provides that the parties agreed

to ‘‘set all [their] arguments in the case between [them]’’

to arbitration. The plaintiff’s claim, therefore, that the

defendants are no longer entitled to possess the property for failure to make mortgage payments is without

question an ‘‘argument in the case between [them]’’

and, as such, falls squarely within the bounds of the

arbitration agreement. Indeed, the parties entered into

their agreement to submit the case to the Bais Din

shortly after Deren purported to revoke Shemtov’s

access to the property. The actions of the parties and

the Bais Din confirm our reading of the arbitration

agreement. The parties have made, and the Bais Din has

already considered, arguments relating to Shemtov’s

obligation to make mortgage payments in two previous

arbitrations. The Bais Din, moreover, expressly reserved

adjudication of ownership of the property after three
Page 18 CONNECTICUT LAW JOURNAL 0, 0

20 , 0 0 Conn. 1

Chabad Lubavitch of Western & Southern New England, Inc. v. Shemtov

years. We, thus, conclude that the present action is arbitrable.

The judgment is reversed and the case is remanded

with direction to grant the defendants’ motion to stay

the proceedings and to compel arbitration.

In this opinion the other justices concurred.