Cheung

J.This is another in a series of recent cases where the parties agreed to a form of alternative dispute resolution without carefully considering the consequences of the agreement’s terms. They were unclear whether they intended to engage in a reference or contractual arbitration. The scope of judicial review applicable to a reference is very different from that applicable to contractual arbitration. This case requires us to determine the nature of the procedure adopted by the parties from their conduct and the primary characteristics of the process described in their agreement. Since judicial review of hybrids does not exist, we must decide if the stipulation is fish or fowl: Did it provide for a reference or for arbitration? We conclude it was the latter.

Facts

Plaintiffs, the Sy First Family Limited Partnership and Thomas Young, sued defendants, Palm Hills Development (PHD), a limited partnership, Andy Cheung, PHD’s general partner, and the Andy and Jenny Cheung Trust (Trust), over their investments as limited partners in PHD. The complaint asserted causes of action for breach of contract and fraud. It sought to invalidate the parties’ partnership agreement, recover…