Divorce; Domestic relations arbitration; Judicial review; Grounds for vacating an award; MCL 600.5081(2); Accounting for a party’s premarital contributions; Whether the parties formed a contract based on an email; Offer & acceptance; Valuation of one party’s dental practice; Kowalesky v Kowalesky; “Going-concern value”

The court held that defendant-husband did not identify “a legal error apparent on the face of the arbitrator’s award” as to his premarital contributions to one of plaintiff-wife’s dental practices, the existence of a contract between them, or the arbitrator’s valuation of one of the practices. Thus, it affirmed the divorce judgment that included the terms of the domestic relations arbitration award. Defendant contended the “arbitrator made a legal error by failing to compensate him for” premarital contributions he made to plaintiff’s dental practices (Modern and Brite). The arbitrator determined, based on the arguments and the evidence, that defendant had been adequately compensated for those contributions. That factual finding was beyond the scope of the court’s review. And the arbitrator’s express refusal to consider defendant’s “evidence of a premarital implied-in-fact contract was not an error apparent on the face of the award because no argument about the existence of” such a contract was before her. Defendant next argued that, if such a contract could not be found, the parties entered into an “express contract granting him an ownership interest in” Modern. This claim was based on an email, which the arbitrator concluded lacked the necessary elements to form a valid contract and did not satisfy the statute of frauds. The court held that the email did not “create a legally enforceable contract because—even granting for the sake of argument, as the arbitrator did, that [it] constitutes an effective offer—husband did not implicitly accept that offer by performing under the contract.” Given that no legally binding contract was formed, the court found that, even “assuming an error in law apparent on the face of the arbitrator’s award, the award would not have been substantially different and may not be set aside.” Finally, defendant asserted “the arbitrator impermissibly valued Modern based on the sale price of” Brite. He asserted that because plaintiff did not intend to sell Modern, “the arbitrator erred by accepting a valuation” based on Brite’s sale price. The court disagreed. The record did not support a finding “that Brite was sold as if it were going out of business.” The arbitrator relied on an expert valuation that “expressly factored goodwill into its valuation of Modern because [it] ‘was the main value used in’” Brite’s price.