Hall, Goodhue, Haisley & Barker, Inc. v. Marconi Conference Center Board

[1553]

Opinion

HANING, J.

Petitioner and appellant architectural firm Hall, Goodhue, Haisley and Barker, Inc., doing business as H.G.H.B., appeals an order denying its motion to amend a judgment confirming an arbitration award to add Marconi Conference Center Operating Corporation (MCCOC), alleged to be the alter ego of respondent Marconi Conference Center Board, a nonprofit organization, as an additional judgment debtor. Appellant contends (1) the arbitrator had no power to determine alter ego issues, and therefore the arbitration award could not have been timely corrected under Code of Civil Procedure sections 1284 and 1288; and (2) the trial court had jurisdiction to make an alter ego determination and amend the judgment accordingly.

Procedural History and Facts

The record before us is less than clear. Attached to appellant’s September 1992 “Petition to Confirm Arbitration Award” is a May 23, 1990, “Standard Form of Agreement Between Owner and Architect” executed by respondent as “Owner” and appellant as “Architect” for architectural services on phase two of the Marconi Conference Center. Attached to appellant’s December 1994 declaration in support of its motion to amend judgment are the face sheet and signature page of an April 27,1990, “Standard Form of Agreement Between Owner and Architect” between California State Department of Parks and Recreation as “Owner” and appellant as “Architect,” purportedly regarding the same architectural services for the Marconi Conference Center. Appellant’s opening brief states the contract was executed on May 23, 1990, and respondent’s brief states it was executed on April 27, 1990. However, the arbitration award states appellant and respondent entered into an arbitration agreement on April 27, 1989. The arbitration provision provided for arbitration between parties to the agreement, and any other person or entity not a party to the agreement upon the written consent of the parties.

In June 1992, after a dispute arose under the agreement, an arbitration was held resulting in an award in favor of appellant against respondent in the amount of $62,372.98 plus $34,020 in attorney fees. MCCOC was not a party to any of the aforementioned contracts or to the arbitration. In December 1992 a judgment issued confirming the arbitration award. On February 1, 1993, appellant obtained an order stating that funds on deposit in the name of Marconi Conference Center alone or together with “Marconi Conference Board” were subject to levy for the December 1992 judgment. On June 2, 1993, respondent’s counsel’s letter to its bank explained that the judgment