MAINE	SUPREME	JUDICIAL	COURT Reporter	of	Decisions Decision: 2017 ME 206 Docket: Cum

- 17

- 116 Argued: September	13,	2017 Decided: October	12,	2017
Panel: SAUFLEY,	C.J.,	and	ALEXANDER , MEAD, GORMAN,	JABAR , HJELM, and HUMPHREY, JJ.

MATTHEW	EASTWICK

v. CATE	STREET	CAPITAL,	INC.

ALEXANDER ,	J. [¶1] Cate	 Street	 Capital,	 Inc. , appeals	 from	 a	 judgment	 in	 which	 the Superior	 Court	 (Cumberland	 County, Horton,	J. )	granted	Matthew	 Eastwick’s application	 to	 confirm	 a n	 arbitration	 award	 and	 denied	 Cate	 Street’s competing	motion	 to	vacate	 that	award after	concluding	 that	 the	parties	had agreed	to	arbitrate disputes	arising from	a	settlement	agreement

. We affirm the	judgment.
I. CASE	HISTORY [¶2 ]		The	following	facts	are	taken	from	the	trial	court’s	findings	and	are supported	 by	 substantial	 evidence	 in	 the	 record. See Champagne	 v. Victory Homes,	Inc. ,	2006	ME	58,	¶	8,	897 A.2d 803.2 [¶3 ]	 	 Eastwick	 was	 employed	 by	 Cate	 Street	 from	 August	 2010	 u ntil February	2016 pursuant	to	an	employment	contract .		That	contract included	a dispute	 resolution	 process that	 required	 mediation	 and,	 if	 mediation	 was unsuccessful,	arbitration,	with	no opportunity for resolution	 through	a	court system

. The	dispute resolution	clause	in	the	employment	contract	stated: In	 the	 event	 any	 dispute	 arises	 between	 the	 parties	 to	 this Agreement,	the	matter	shall	be	submitted	promptly	to	mediation. In	 the	 event	 that	 mediation	 is	 unsuccessful,	 the	 dispute	 shall	 be submitted	 fo r	 arbitration	 in	 accordance	 with	 the	 rule[s]	 of	 the American	Arbitration	Association. [¶4 ] After	Eastwick	left	Cate	Street’s	employ,	a	dispute	aros e	under	the employment	 contract .	 	 In	accordance	with	 the	 dispute	 resolution	 clause,	 t he parties	sel ected a mediator to	address	the	dispute

. [¶5 ]		At	a	mediation	session	held	on	July	27,	2016,	the	parti es	reached	a settlement	of	the dispute. To	memorialize	the	settlement,	the	parties	signed	a memorandum	 of	 understanding	 (MOU),	 which	 provided,	 in	 part,	 for	 (1 )	 the
terminat ion	 of	 the	 employment	 contract ; (2)	 an	 exchange	 of	 releases	 in “standard	 terms”	 covering	 all	 c laims	 between	 the	 parties	 and	 requiring confidentiality; (3)	 payment	 by	 Cate	 Street	 to	 Eastwick	 of	 $100,000	 within thirty	days	after the	effective	d ate	of	the	release	and	$15,000	per	quarter	for ten	 quarters	 beginning	 on January	 15,	 2017; (4)	 a	 provision	 authorizing3 Eastwick

— if	Cate	Street	failed	to	make	a	timely	quarterly	payment	and	failed to	make	such	payment	within	 th irty	days	after demand

— to	“file	a	stipulated judgment	 for	 th e	 outstanding	 amount	 due	 to	 him ” ; and	 (5)	 a	 provision in paragraph	seven that	 read:	 “Any	disputes	 that	may	arise	during	 the	drafting and	 execution	 of	 the	 settlement	 shall	 be	 submitted	 to [the same	 individual who conducted	the	mediation ] for	review	and	resolution.” Drafting	the	MOU was	a	collaborative	effort	by	all	participants	in	the	mediation. [¶6 ]	 	 After	 the	 mediation, and	 after	 signing	 the	 MOU, the	 parties negotiated	 the	 terms	 of	 the	 releases	 and	 other	 as pects	 of	 the	 settlement contemplated	in	the	MOU. Because	Eastwick	and	Cate	Street	did	not	agree	on the	 final	 terms,	 the	 part ies	 agreed	 to	 return	 to	 the	mediator on	October	 11,
2016. The	 day	 before	 the	meeting ,	 Eastwick	 sent	 “proposed	exhibits”	an d	a “pro posed	 order”	 to	 the	 mediator and	 to	 Cate	 Street. Eastwick’s proposed order	contained	a	provision	 stating	 that	it	was	enforceable	as	an	arbitration award. [¶7 ]		At	the	October	11	meeting,	the	parties	discussed	the	disputes	that had	 arisen	 since	 the	 July 27	 mediation. Ultimately,	 the	 mediator signed Eastwick’s	proposed	 order,	which	contained	 findings	 of	 fact	and	conclusions of	law and required	 Cate	Street	 to	 comply	with the “Confidential	Settlement4 Agreement	and	Mutual	Release of	Claims, ” which was referred	to	as	the	“f inal agreement

. ” Cate Street	 objected	 to	 the	 October	 11	 meeting	 “as	 being anything	other	than	a	further	mediation	session”	and	filed a	written	objection to	the	mediator ’s	decision	at	or	just	after	the	meeting. [¶8 ] Eastwick	applie d	to	the	Superior	Court	to	confirm the October	11 mediation	decision	as	an arbitration	award, see 14	M.R.S.	§ 5937 (2016) ,	and filed	a	motion	for	approval	of	attachment	and	attachment	on	trustee	process,

see M.R.	Civ.	P.	4A,	4B. Cate	Street	 opposed	Eastwick’s	motions	and	 filed	an application	to	vacate	the	arbitration	award, see 14	M.R. S.	§ 5938(1)(E) (2016) , arguing ,	despite	 the	 terms	of	its	employment	contract, that	 the	parties	never agreed	to	arbitration. [¶9 ] In	January	2017 ,	t he	court	held	a	hearing	on	all	pending	motions , with	 the	 primary	 issue being whether	 the	 parties	 had	 agreed	 to	 arbitrate disputes	arising	out	of	the	MOU. Eastwick	argued	that	the	parties	intended	to submit	any subsequent	disputes	to	the	mediator for	 fi nal	resolution

— not	 for additional	negotiation	or	 further	mediation

— as	indicated	by	 the	language	in paragraph	seven

. Cate	Street	argued	that	paragraph	seven did not	express	“a clear	 contractual	 intent	 to	 go	 to	 binding	 arbitration,”	 but	 rather	 that	 the parties	would	return	to	the	mediator “in	his	role	as	a	mediator.”5 [¶1 0 ]	 	 By an order	 entered	 on	 January	 9,	 2017,	 the	 court	 denied	 Cate Street’s	 motion	 to	 vacate,	 granted	 Eastwick’s	 application	 to	 confirm	 the arbitration	 award,	 and	 appr oved	 a writ	 of	 att achment	 and	 attachment	 upon trustee	process	in	the	amount	of	$250,000. [¶1 1 ]		In	its	order,	the	court concluded	that	the	MOU was	an	integrated , binding	 settlement	 agreement	 even	 though	it	 contemplated	 the	 execution	 of further	documents and	 that	 the	parti es	had	agreed	 to	arbitrate	any	disputes arising	out	of	 the	drafting	and	execution	of	 the	settlement

. Citing	 to	several
f

ederal	 and	 state	 court	 precedents ,	 the	 court stated that	 the	 absence	 of	 an
expre ss	 reference	 to “ arbitration ” wa s	 not	 determinative and that “the existence	 of	 an	 arbitration	 agreement	 does	 not	 depend	 entirely	 on	 whether words	su ch	as	‘arbitrate’	or	‘arbitration ’	appear	in	the	agreement.” The	court then	concluded that	 the	plain	meaning	of	 the	disputed	provisio n	in	 the	MOU was	 that	 the mediator	 “ would	 deci de

— not	 mediate

— any	 such	 dispute between	 the	 parties.” The	 court	 added,	 “Mediators	 facilitate	 the	 parties’ resolution	 of	 disputes,	 but they	 themselves	 do	 not	 resolve disputes. Arbitrators	do.” [¶1 2 ]		The	court’s	order	also	addressed two provisions in	the	MOU ,	the meaning	 of	which Cate	 Street	 contested

. First,	 the	 court	 concluded	 that	 the6 plain	 meaning	 of	 the	 word	 “outstanding”	 allowed	 Eastwick	 to	 accelerate	 all remaining	 unpaid	 installments	 if	 any	 one	 payment	 was	 not	 made	 by	 C ate Str eet	within	 thirty	 days	after demand. Second,	 the	 court	 stated	 that	 “[o]ne aspect	 of	 the	 parties’	 settlement	 that	 cannot	 be	 preserved	 intact

.	 .	 . is	 the confidentiality	provision” due	to	the	public	nature	of	court	proceedings. [¶1 3 ]	 	 The	 court	 entered	 a judgment	 in	 conformity	 with	 the	 order confirming	the	arbitration	award

. See 14 M.R.S.	§ 5940	(2016)

. The	judgment awarded	 Eastwick	 $100,000	 to	 be	 paid	 immediately	 and	 an	 additional $150,000	 to	 be	 paid ,	 as	 originally	 agreed, in	 ten	 quarterly	 installments of $15,000 each, beginning on January	 15,	 2017; included	 the	 acceleration clause; and	incorporated	the	final	agreement as	a	declaratory judgment

. 1 [¶1 4 ] Cate	 Street	 filed	 a	 motion	 for	 reconsideration ,	 which	 the	 court denied

. No	 motion	 for	 further	 findings	 of	 fact	 and	 conclusions	 of	 law	 was filed. See M.R.	 Civ.	 P.	 52.	 	 Cate	 Street	 timely	 filed	 a	 notice	 of	 appeal. See
14 M.R.S.	§ 5945	(2016) ;	M.R.	App.	P. 2 (Tower 2016)

. 2

1 The	judgment	also	awarded	costs	to	Eastwick	as	the	prevailing	party	and	included	a	provision for	prejudgm ent	and	post

- judgment	interest.

2 Rule	2	of	the	Maine	Rules	of	Appellate	Procedure	(Tower	2016),	governing	filing	and	timing	of appeals,	was	replace d	by	Rules	2A	and	2B	of	the	Maine	Rules	of	Appellate	Procedure	in	the	restyling of	the	Maine	Rules	of	Appellate	Procedure	adopted	to	govern	appeals	filed	on	or	after	September	1, 2017.7 II. LEGAL	ANALYSIS
A. Standard s of Appellate Review [¶1 5 ]	 	 The	 Uniform	 Arbitration	 Act,	 14	 M.R.S.	 §§	 5927

- 5949	 (2016),

“ requires	a	 reviewing	 court	 to	 vacate	an arbitration award	if	 the	 parties	 did not	 agree	 to	 submit	 the	 dispute	 to	 arbitration. ” Cape Elizabeth	 Sch.	 Bd.	 v. Cape Elizabeth	 Teachers Assoc

. ,	 459 A.2d	 166,	 168	 (Me.	 1983) ; s ee 14	 M.R.S. § 5938(1)(E ).		“The	 final	decision	on	the	question	of	substantive	arbitrability rests	 with	 the	 court.” Roosa	 v.	 Tillotson ,	 1997	ME	 121,	 ¶	 2,	 695	 A.2d	 1196; accord Westbrook	Sch.	Comm.	v.	Westbrook	Teachers	Assoc. ,	404	A.2d	204,	207 (Me.	1979). We review the	trial	court’s	determination	of	arbitrability	de novo for	errors	of	law. Reg’l Sch.	Unit	No.	5	v.	Coastal	Educ.	Ass oc. ,	2015	ME	98,	¶	16, 121	 A.3d	 98; V.I.P.,	 Inc.	 v.	 First Tree	 Dev. Ltd.	 Liab.	 Co. ,	 2001	 ME	 73 ,	 ¶	 3,
770 A.2d	95. [¶1 6 ]	 	 “Parties	 cannot	 be	 compelled	 to	 submit	 their	 controversy	 to arbitration	 unless	 they	 have	manifested	in	writing	a	 contractual	intent to	 be bound	to	do	so.” Roosa ,	1997	ME	121,	¶	4,	695	A.2d	1196 (alteration	omitted)

. “General	 ru les	 of	 contract	 interpretation	 apply.” V.I.P. ,	 2001	 ME	 73,	 ¶	 3,
770 A.2d	95.		“A	contract	is	to	be	interpreted	to	effect	the	parties’	intentions	as reflected	 in	 the	 written	 instrument,	 construed	 with	 regard	 for	 the	 subject8 matter,	 motive,	 and	 purpose	 of	 t he	 agreement,	 as	 well	 as	 the	 object	 to	 be accomplished.” Id. [¶1 7 ] “ Whether	language	in	a	contract	is	ambiguous	is	a	question	of	law that we	review de	novo. Document	language	is	ambiguous	if	it	is	reasonably susceptible	 to	 different	 interpretations.” Champagne ,	 2006	 ME	 58,	 ¶ 8,
897 A.2d	 803	 (citation	 omitted). If	 a	 document	 is	 unambiguous,	 then	 its interpretation	 is	 also	 a question	 of	 law	 and	 “ must	 be	 determined	 from	 the plain	 meaning	 of	 the	 language	 used	 and	 from	 the	 four	 corners	 of	 the
instrument	 wi thout	 resort	 to	 extrinsic	 evidence.” Portland	 Valve,	 Inc.	 v. Rockwood	Sys.	Corp. ,	460	A.2d	1383,	1387	(Me.	1983). “The	 fact	 that	parties have	 different	 views	 of	 what	 an	 agreement	 means	 does	 not	 render	 it ambiguous.” Champagne ,	2006	ME	58,	¶ 10,	897 A.2d 803

. B. The	Settlement	Agreement [¶1 8 ] Cate	 Street	 contends	 that	 the MOU	 does	 not	 contain	 clear contractual	language	of	the	parties’	inten t	to	submit	disputes	to	the	mediator for	binding	arbitration. We	do	not	agree. [¶1 9 ] Paragraph	seven	of	t he	MOU	states	that	“[a]ny	disputes	that	may arise	during	the	drafting	and	execution	of	the	settlement	shall	be submitted to [the	mediator] for	review	and resolution .” (Emphasis	added.) A plain	reading9 of	 this provision	 indicates that the	 parties agreed	 to	 yield authority to the mediator to	 resolve

— not make	 recommendations on or	 merely	 assist	 the parties themselves to resolve

— any	 disputes

. See	 New	 Oxford	 American Dictionary 1486	(3d	ed.	2010)	(defining	“resolution”	as	“the	action	of	solving	a problem,	dispute,	 or	contentious	matter”) ; id. at 1734 (defining	 “submi t t ing ”

as “agree[ing]	to	refer	a	matter	to	a	third	party	for	decision	or	adjudication” )

. [¶20 ] Looking	 at	 the	 four	 corners	 of the	 MOU	 bolsters	 this	 plain language	 interpretation. See V.I.P. ,	 2001	 ME	 73,	 ¶	 3,	 770 A.2d	 95; Portland Valve,	 Inc. ,	 460	 A.2d	 at	 1387. T he	 purpose	 of	 the	 document	 was	 to memorialize	 the	 parties’	 agreement	 “to	 settle	 their dispute	 .	 .	 .	 after mediati[ on] .” The	 MOU	 provided	 for	 the	 termination	 of	 the	 employment agreement, which , notably , was	 drafted	 by	 Cate	 Street	 and required the parties to proceed	 to	arbitration	if	mediation	was un successful; an	exchange of	 releases	 in	 “standard	 terms”	 covering	 all	 claims	 between	 the	 parties	 and providing	for	confidentiality ; a nd	consideration	of	$250,000. Thus,	there	were no	remaining	iss ues	that	requi red	further	mediation.		The	mediator ’s	services

were required only to	 resolve	 any	 dispute s that arose	 in	 the	 drafting or execution	of	the	settlement in	order to	make	the	settlement	final.10 [¶ 2 1] The	language	 of paragraph	 seven and	 the language	 used	 by	 the parties	 to	 express	 the purpose	 of	 the MOU indicate	 finality. Given	 this language , we	conclude	that	the	parties	intended	to	submit	any	disputes	arising from the	MOU	 to the	mediator for arbitration. Cf. Champagne ,	 2006	ME	 58, ¶ 12,	 897 A.2d	 803 ( quoting	 the	 American	 Arbitration	 Association	 Rules which	 define “arbitration”	 as	 the	 “voluntary	 submission	 of	 a	 dispute	 to	 a disinterested	 person	 or	 persons for final	 and	 binding determination” ).
Because	we conclude	that	the	there	was	an	agreement	to	arbitrate,	we	turn	to Cate	Street’s	argument	 that	 the	 court	exceeded	 the	 scope	 of	its	auth ority by not	limiting	its	decision	to	confirming	the	arbitration	award.
C

. The	Judgment	Entered	Pursuant	to	Section	5940 [¶22 ] Cate	 Street	 contends	 that the	 court erred	 by	 construing and applying the acceleration	 clause	 and	 the	 confidentiality	 provision	 when Eastwick	did	not	file	a	breach	of	contract	claim. 3 [¶23 ] Upon granting	an	application	to	confirm an	arbitration	award,	the

c ourt	is	required	to	enter	a	judgment	in	conformity with	the	award

. 14	M.R.S. § 5940. There	 are	 limited	 circumstances in	 which a	 court	 may	 modify	 an arbitration	award. See	id. § §	 5937,	 5939; Me.	State	 Emps.	 Ass oc. Local	 1989,

3 Cate	 Street	 also	 argues	 that	 the	 court’s	 actions	 deprived	 it	 of	 due process. W e	 are	 not persuad ed	by	Cate	Street’s	argument	and do	not	address	it	further.11 SEIU	v.	State	Dep’t	of	Corr. ,	593 A.2d	650,	652	(Me.	1991). The	court	does	not modify	an	award ,	however, by	construing	a	term	in	the award when	the	term’s meaning	is unambiguous

. See M.S.E.A.	Local	1989 , 593	A.2d at	653. [¶24 ] Here ,	 the court	 explicitly	 stated that its	 interpretation	 of	 the acceleration	 clause was	 based	 on	 the	 clause’s	 unambiguous	 meaning : “Mr. Eastwick	is	not	entitled	to	judgment	for	t he	entire	$250,000,	at	least	as	of
ye t.		The	acceleration provision	.	.	. applies,	on	its face,	only	to	late	installment payments	 due	 under	 section	 1(b),	 not	 to	 the	 in itial	 payment	 due	 under
section 1(a).		Accordingly,	the	judgment	will	be	for	the	$100,000	that	is	clearly past	due,	and	will	provide that	 the	judgm ent	may	be	amended	 for	 the	entire unpaid	 amount if	 any	installment	 payment	is	missed	 and	 not	made	 within	 30 days	 of	 a	written	 demand	for	 paymen t

.	 .	 . .” (E mphasis	added

. ) Thus, there would	 be	 an	 acceleration	 requiring	 payment	 of all remaining	 unpaid
ins tallment s , not	 just	 the	 original	 $100,000	 payment	 and	 the	 four	 quarterly installment	 payments	 now	 past	 due ,	 only	if	 Cate	Street were	 to	 fail to	make the	 future quarterly payments	 as	 due	 or	 within	 30	 days	 after	 a	 written demand	 for	a	missed	payment. Otherw ise, those quarterly	payments	not	yet due	must	be	paid	as	s pecified	in	the	MOU.12 [¶25 ] A lthough	 the	 court	 noted	 in	 its	 order	 that	 the parties’ confidentiality	had	been compromised	by	 the litigation ,	 the	court’s	judgment incorporated	 the	 final	 agreement , including	 the	 ten	 quarterly	 payments, with out	 ordering	 acceleration	 of	 those payments	 not	 yet	 due	 and without modifying	any	of	its	terms ,	including	the	confidentiality	provision

. The	entry	is: Judgment	affirmed.

Melinda	 J.	 Caterine,	 Esq.,	 and	 David	 Strock,	 Esq. (orally) ,	 Littler	 Mendelson, P.C.,	Portland,	for	appellant	Cate	Stre et	Capital,	Inc. Julia	 G.	 Pitney,	 Esq. (orally) ,	 Drummond	 Woodsum,	 Portland,	 for	 appellee Matthew	Eastwick

Cumberland	County	Superior	Court	docket	number	CV

- 2016

- 398 F OR C LERK R EFERENCE O NLY