ELIZABETH A. ROCCOGRANDI AND CATHERINE E. PODOLAK
THERESA A. MARTIN, TONI F. MADDEN, AND DONNA M. SHULTZ Appellants
from the Order Entered November 28, 2018 In the Court of
Common Pleas of Luzerne County Civil Division at No(s):
BEFORE: STABILE, J., MURRAY, J., and MUSMANNO, J.
A. Martin, Toni F. Madden, and Donna M. Shultz (collectively,
Appellants) appeal from the trial court's November 28,
2018 order pertaining to arbitration, and confirming
"the awards on May 11, 2018 and June 27, 2018 and the
Gattuso Report dated August 15, 2018." Trial Court Order
and Decree Confirming Arbitration Award, 11/28/18, at
unnumbered 1. Upon review, we affirm.
May 11, 2018 interim award, American Arbitration Association
arbitrator Steven Petrikis (Arbitrator) provided the
following factual and procedural background:
[Appellants] are sisters Theresa [A]. Martin, Toni F. Madden
and Donna M. Schultz . [Appellees] are sisters Elizabeth A.
Roccograndi and Catherine E. Podolak . All are the children
of Anthony Roccograndi. All parties are all trustees of
certain trusts of all ownership of My Brother's Place
("MBP"), a former retail home improvements store,
and, currently, owner and operator of certain commercial real
estate in Wilkes-Barre. MBP was founded by Mr. Roccograndi
and his four brothers, but Mr. Roccograndi ultimately
purchased his brothers' interests. For many years, he was
the driving force for [MBP's] retail stores and
commercial leasing properties. He became incapacitated in
2010, and died on May 5, 2014.
At all relevant times, MBP was controlled by a Shareholder
Agreement dated January 26, 1992, and MBP's Rules and
Regulations governing the Board of Directors of [MBP] dated
June 5, 1994, executed by all [Appellants and Appellees].
[Appellants and Appellees] are all of the directors of MBP.
Ms. Podolak was the donee of a Power of Attorney for Mr.
Roccograndi during his incapacitation. Ms. Roccograndi served
as the [p]resident of MBP since 1995. [Appellants] through
the trust instruments were collectively the majority
shareholders of MBP at all relevant times, owning
approximately 57.2% of MBP.
[Appellants and Appellees] were also parties to a Joint
Venture Agreement ("JVA") known as Sisters'
Fund and dated November 1, 1977. The Sisters' Fund
operated as a type of private bank for savings, low interest
home loans and/or education for the parties, as well as a
vehicle for investments by the joint venturers. The JVA
directs that Ms. Roccograndi and Ms. Martin shall serve as
co-managing agents upon the death of Mr. Roccograndi.
On April 17, 2015, [Appellants] brought suit against
[Appellees] . . . in the Court of Common Pleas of Luzerne
County. The Complaint sought the liquidation of the assets of
MBP, and an accounting of the Sisters' Funds Joint
Venture . Subsequently, [Appellants] filed a Motion for
Appointment of a Custodian or Receiver requesting the Court
to "appoint a receiver to liquidate the business or, in
the alternative, a custodian and to manage the affairs of the
corporation (MBP) and its assets." [Appellees] objected
by asserting that all claims were subject to mandatory
arbitration. However, before the matters were directed to
this arbitration, the Luzerne County Court, by Order dated
August 24, 2015, appointed Walter Grabowski, Esq. as the
receiver of MBP with directions to liquidate and close the
retail operation of MBP. He has done so. The Order also
expressly stated that MBP's "real estate rental
business shall continue." The Order also barred all
parties from conducting any transaction unless specifically
authorized by the receiver or the Court.
As stated in the Scheduling Order entered in this matter
dated February 13, 2017, the parties agreed as follows:
The parties have agreed that all claims and defenses set
forth in the Demands and Answering Statements in the cases
identified above are properly subject to this arbitration.
The parties further agreed that to the extent said claims and
defenses are not encompassed by such arbitration provisions,
the parties submit all such claims and defenses to this
arbitration and consent to the jurisdiction of the American
Arbitration Association to resolve all such claims and
defenses. . . .
Accordingly, by the express agreement of the parties,
jurisdiction of this arbitration encompasses all remaining
* * *
At the parties' request, a single hearing . . . was held
November 15 through November 17, 2017, in Wilkes-Barre,
Pennsylvania. . . . The parties submitted post-hearing briefs
and post-hearing reply briefs.
Arbitrator's Interim Award, 5/11/18, at 2-4 (underlining
and emphasis omitted).
indicated above, after conducting a hearing and receiving
submissions from both parties, the Arbitrator issued an
interim award on May 11, 2018. The interim award issued legal
conclusions on many issues, with the Arbitrator ruling for
and against both parties. See Arbitrator's
Interim Award, 5/11/18, at 31 ("No party is blame free
for this matter and no party is wholly blameworthy.").
interim award, the Arbitrator ordered both parties to provide
complete status updates no later than June 1, 2018.
Id. at 30. Pertinent to this appeal, the status
updates were required to address "whether the
co-managing agents have agreed to the appointment of a person
to liquidate Sisters' Fund and the date when a proposed
distribution will be provided." Arbitrator's Interim
Award, 5/11/18, at 31. The Arbitrator retained jurisdiction
for the entry of a final award "following the
consideration of the parties' submission[s] of the status
27, 2018, the Arbitrator issued two final arbitration awards:
one pertaining to MBP, and one concerning the Sisters'
Fund. Both awards incorporated the findings and conclusions
of the May 11, 2018 interim award. Arbitrator's MBP Final
Award, 6/27/18, at 3; Arbitrator's Sisters' Fund
Final Award, 6/27/18, at 2. The final award regarding MBP
ordered, inter alia, the conclusion of Attorney
Grabowski's receivership "thirty days from the date
of this Final Award." Arbitrator's MBP Final Award,
6/27/18, at 3.
Sisters' Fund final award, the Arbitrator stated:
In my Interim Award dated May 11, 2018 the parties were
directed to advise whether the co-managing agents of the
Sisters['] Fund had agreed to the appointment of the
Gattuso Group to implement the liquidation of the
Sisters['] Fund in accordance with the terms of the Joint
Venture Agreement. I received a report from [Appellants] on
May 31, 2018, and a report from [Appellees] on June ...