3H Investments v. Duncan CA4/3

INTRODUCTION

Kathleen Duncan appeals from a judgment entered after an arbitrator held that Duncan, as manager of Airport Storage, LLC, breached her fiduciary duties to the other members, Melissa Priest, Richard Priest, and 3H Investments, LLC (3H), (collectively respondents). The arbitrator ruled that Airport Storage should be wound up, appointed respondents to do the winding up, awarded $176,280 in withheld distributions to 3H, and awarded attorney fees and costs to respondents. When it came time to confirm the award and enter judgment, Duncan objected that the proposed judgment did not address indemnification, to which she claimed she was entitled as Airport Storage’s manager. Determining that the arbitration award as issued in its final form (including attorney fees and costs) did not include a ruling on indemnification, the trial court refused to include it in the judgment. Duncan has appealed from the judgment, arguing that it must include indemnification for her. We affirm the judgment as entered. The arbitration award did not include a ruling that Duncan was entitled to indemnification, and it would have constituted error for the trial court to add a provision to the…