Golden v. WorldQuant Predictive Technologies, LLC

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Golden v. WorldQuant Predictive Technologies, LLC

JAMES GOLDEN v. WORLDQUANT PREDICTIVE
TECHNOLOGIES, LLC, ET AL.
WORLDQUANT PREDICTIVE TECHNOLOGIES,
LLC, ET AL. v. JAMES GOLDEN
(AC 47099)
Alvord, Elgo and Westbrook, Js.

Syllabus

The plaintiff appealed from the trial court’s judgments denying his applica-
tion to vacate an arbitration award and granting the defendants’ application
to confirm that same award, which had been issued in connection with an
employment dispute. The award was issued in favor of the defendant W
Co., the plaintiff’s former employer, and the defendant B, a member of W
Co.’s board of managers. The plaintiff claimed, inter alia, that the court
improperly failed to vacate the award because the arbitrator exceeded the
scope of the arbitration submission and acted in manifest disregard of the
law in awarding attorney’s fees and costs to the defendants. Held:

The plaintiff’s failure to include the trial court docket number of the defen-
dants’ application to confirm the arbitration award on his appeal form did
not render his appeal moot, as the defendants provided no authority indicat-
ing that a party’s failure to list all of the trial court docket numbers on an
appeal form in accordance with the rule of practice (§ 61-7 (a) (1)) deprived
the trial court of subject matter jurisdiction, and the appeal form filed by
the plaintiff provided notice to the defendants that the plaintiff was challeng-
ing the propriety of both the judgment denying his application to vacate
the award and the judgment granting the defendants’ application to confirm
the award.

The plaintiff could not prevail on his claim that the trial court improperly
failed to vacate the arbitration award because the arbitrator both exceeded
the scope of the arbitration submission and acted in manifest disregard of
the law in awarding attorney’s fees and costs to the defendants, as the plain
language of the arbitration clause in the plaintiff’s employment agreement
provided that the prevailing party was entitled to receive an award of attor-
ney’s fees and costs in addition to all other damages to which such party
was entitled, the alleged ambiguity in the arbitration clause regarding the
arbitrator’s ability to award attorney’s fees undermined any claim that the
award fell outside of the scope of the submission, the court expressly found
that the defendants were the prevailing party in the arbitration, and the
plaintiff failed to demonstrate a manifest disregard of the law by the arbitra-
tor with respect to the award of attorney’s fees and costs.
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Golden v. WorldQuant Predictive Technologies, LLC
The arbitrator did not manifestly disregard the law by denying the plaintiff’s
counterclaim alleging breach of the duty of good faith and fair dealing, as
the arbitrator set forth the proper legal principles governing the duty of
good faith and fair dealing and made detailed findings with respect to the
conduct of both the plaintiff and W Co. based on his review and credibility
assessment of the documentary and testimonial evidence presented at the
arbitration proceeding.

The plaintiff failed to establish that the trial court improperly denied his
application to vacate the arbitration award or improperly granted the defen-
dant’s application to confirm the award because the arbitrator acted in
manifest disregard of the law by misapplying the after-acquired evidence
doctrine with respect to evidence that W Co. knew the plaintiff had provided
consulting services to a third party in violation of his employment agreement
prior to the termination of his employment, as the plaintiff failed to overcome
the high burden of showing that the governing law on waiver was well-
defined, explicit and clearly applicable in situations in which both the after-
acquired evidence doctrine and a reservation of rights clause were impli-
cated, that an obvious error existed that was capable of being readily and
instantly perceived by the average person qualified to serve as an arbitrator,
or that the arbitrator appreciated, yet ignored, a clearly governing legal prin-
ciple.

Argued February 11—officially released September 23, 2025

Procedural History

Application, in the first case, to vacate an arbitration
award, and application, in the second case, to confirm
an arbitration award, brought to the Superior Court in
the judicial district of Middlesex, where the court, Hon.
Edward S. Domnarski, judge trial referee, granted the
parties’ joint motion to consolidate the actions; there-
after, the actions were tried to the court, Shah, J.; judg-
ment, in the first case, denying the application to vacate
the award, and judgment, in the second case, granting
the application to confirm the award, from which the
plaintiff in the first case and the defendant in the second
case appealed to this court. Affirmed.
William J. Anthony, with whom were Stephen J.
Curley and, on the brief, Mathew W. Beckwith, for the
appellant (plaintiff in the first case and defendant in
the second case).
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Golden v. WorldQuant Predictive Technologies, LLC

David B. Zabel, with whom, on the brief, were Bar-
bara M. Schellenberg and Heather Spaide, for the appel-
lees (defendants in the first case and plaintiffs in the
second case).
Opinion

ELGO, J. The plaintiff, James Golden, appeals from
the judgments of the trial court denying his application
to vacate an arbitration award and granting an applica-
tion to confirm that award filed by the defendants,
WorldQuant Predictive Technologies, LLC (WorldQuant),
and Jeffrey Blomberg.1 On appeal, we consider whether
(1) the plaintiff’s failure to strictly comply with the
requirements of Practice Book § 61-7 (a) (1) renders
this appeal moot, (2) the arbitrator exceeded the scope
of the arbitration submission and acted in manifest
disregard of the law in awarding attorney’s fees and
costs to the defendants, (3) the arbitrator acted in mani-
fest disregard of the law in denying the plaintiff’s coun-
terclaim alleging breach of the duty of good faith and
fair dealing, and (4) the arbitrator acted in manifest
disregard of the law by misapplying the after-acquired
evidence doctrine. We affirm the judgments of the
trial court.
This appeal originates in an employment dispute. In
May, 2018, WorldQuant hired the plaintiff as its chief
executive officer. The plaintiff’s employment was gov-
erned by a written agreement, which the plaintiff signed
on May 22, 2018 (employment agreement). Pursuant to
that agreement, the plaintiff’s compensation included a
1
There are two actions underlying this appeal that were joined for trial.
The action seeking to vacate the arbitration award was commenced by
Golden and named WorldQuant and Blomberg as defendants. The action
seeking to confirm the arbitration award was commenced by WorldQuant
and Blomberg and named Golden as the defendant. For clarity in this opinion,
we refer to Golden as the plaintiff and to WorldQuant and Blomberg collec-
tively as the defendants and individually as WorldQuant and Blomberg. At all
relevant times, Blomberg was a member of WorldQuant’s board of managers.
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Golden v. WorldQuant Predictive Technologies, LLC

base salary of $800,000 per year, a discretionary annual
bonus, and 5000 ‘‘Incentive Units,’’ which amounted to a
5 percent equity stake in WorldQuant.2 The employment
agreement also contained an arbitration clause that per-
tained to any disputes regarding the plaintiff’s employ-
ment.3
On April 21, 2021, WorldQuant terminated the plain-
tiff’s employment.4 WorldQuant then filed a demand
2
As the arbitrator found in his September 7, 2022 decision, the incentive
units described in the employment agreement provided the plaintiff with a
5 percent equity interest in WorldQuant. The plaintiff’s eligibility for that
additional compensation was memorialized in a separate agreement between
the parties, titled ‘‘Restricted Unit Agreement,’’ which provided that the
plaintiff’s receipt of the incentive units was subject to a three year vest-
ing schedule.
3
The arbitration clause provides in relevant part: ‘‘Arbitration. . . . By
executing below, you agree that any dispute, controversy or claim arising out
of or relating to this [a]greement and/or your employment with [WorldQuant]
shall be submitted to and decided by binding arbitration as the exclusive
means of resolution thereof. Subject to the terms below, such arbitration
shall be administered by a single arbitrator appointed in accordance with
the rules and procedures of the American Arbitration Association and shall
be conducted in accordance with the American Arbitration Association rules
and procedures and the substantive laws of the State of Connecticut, without
regard to the state’s conflicts of laws provisions. Such arbitration shall take
place in Fairfield County, Connecticut at a specific location reasonably
determined by such appointed arbitrator, and each of you and [WorldQuant]
hereby consents to such forum and venue for arbitration hereunder. Any
controversy concerning whether an issue is arbitrable shall be determined
by the arbitrator. Any arbitral award determination shall be final and binding
upon you and [WorldQuant]. No arbitrator shall be empowered to award
punitive, consequential or exemplary damages, and you hereby waive any
right to recover any such damages; provided, that the party prevailing in
any such arbitration proceeding shall be entitled to receive, in addition to
all other damages to which such party may be entitled, the costs incurred by
such party in connection with such arbitration, including, without limitation,
reasonable attorneys’ fees, costs and expenses.’’
4
The notice of termination sent to the plaintiff stated in relevant part:
‘‘Regrettably, your employment with [WorldQuant] has been terminated for
cause effective April 21, 2021 . . . due to your gross negligence, mismanage-
ment, fraud, dishonesty, and other discriminatory and abhorrent conduct.
Your conduct violated your fiduciary duties owed to [WorldQuant], as well as
[WorldQuant’s] policies and procedures and, possibly, state and federal laws.
‘‘In addition to your flagrant and repeated abuse of [WorldQuant’s]
[e]xpense [r]eimbursement [p]olicy to pay for personal charges unrelated
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Golden v. WorldQuant Predictive Technologies, LLC

for arbitration on May 6, 2021, in which it sought a
declaratory judgment that the plaintiff’s employment
had been terminated for cause5 and asserted claims of
breach of fiduciary duty and breach of the duty of loy-
alty against him. In response, the plaintiff filed an
answer that was accompanied by several affirmative
defenses, counterclaims against WorldQuant, and third-
party claims against Blomberg.6
to [WorldQuant] business, [WorldQuant] has learned that you knowingly
and intentionally provided false or misleading information to the [b]oard of
[m]anagers and [WorldQuant’s] founder about personnel matters (among
other things) on multiple occasions. Upon subsequent investigation, it was
also determined that you made inappropriate and disparaging comments at
work regarding [WorldQuant’s] founder in the presence of other employees.
You have also made inappropriate and harassing comments to employees.
Such conduct is categorically unacceptable and in violation of numerous
[WorldQuant] policies and state and federal law. Additionally, audio
recordings of you made by a former employee demonstrate that you lied
to [WorldQuant’s] lawyers and management about personnel and contractual
matters that resulted in significant legal exposure and the payment to this
employee of monies not otherwise due to her based on your conduct. Accord-
ingly, [WorldQuant] is terminating your employment for [c]ause as defined in
and in accordance with the terms of your [e]mployment [a]greement . . . .
‘‘Please be advised that [WorldQuant] reserve[s] all of its rights under the
[e]mployment [a]greement . . . at law or otherwise, and nothing in this
letter shall be construed as a modification, release or waiver of any rights
or claims.’’
5
The employment agreement contains a definition of the term ‘‘[c]ause,’’
providing: ‘‘ ‘Cause’ shall mean (i) your material breach of [the employment
agreement], a material violation by you of any of [WorldQuant’s] policies or
procedures or your refusal to follow or your knowing disregard of reasonable
instructions by [WorldQuant] consistent with this [employment agreement];
(ii) fraud, gross negligence or willful misconduct in the performance of your
obligations or with respect to the business of [WorldQuant] or its Affiliates
(as defined on Schedule 1); or (iii) you are indicted for commission of any
felony, or of a misdemeanor arising out of volitional behavior involving
moral turpitude.’’
6
The plaintiff alleged claims of breach of contract, breach of the duty of
good faith and fair dealing, promissory estoppel, wrongful discharge, failure
to pay wages weekly, and failure to pay wages upon termination against
WorldQuant. The plaintiff also alleged conversion and an additional claim
of failure to pay wages against both WorldQuant and Blomberg. During the
arbitration proceeding, the plaintiff withdrew his claims of failure to pay
wages weekly and failure to pay wages upon termination against
WorldQuant. The parties also stipulated that the third-party claims asserted
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Golden v. WorldQuant Predictive Technologies, LLC

In January, 2022, WorldQuant filed a motion to amend
its demand for arbitration to augment its existing claims
and to add a breach of contract claim regarding con-
sulting services that the plaintiff performed for a com-
pany known as HX Square, Inc. (HXS), while employed
by WorldQuant. The arbitrator granted that motion on
February 7, 2022.
As the trial court noted in its memorandum of deci-
sion, the parties thereafter ‘‘were involved in an arbitra-
tion conducted by the American Arbitration Association
. . . . After discovery, which included the production
of thousands of pages of documents and ten prehearing
depositions, the parties filed cross motions for sum-
mary judgment with the permission of the arbitrator.
On April 26, 2022, the arbitrator issued his decision on
the cross motions for summary judgment (summary
judgment decision) which (1) granted summary judg-
ment in favor of WorldQuant dismissing [the plaintiff’s]
third counterclaim for promissory estoppel; (2) granted
summary judgment in favor of WorldQuant and Blom-
berg dismissing [the plaintiff’s] sixth counterclaim for
conversion; and (3) granted summary judgment in favor
of Blomberg on [the plaintiff’s] fourth counterclaim for
alleged failure to pay wages. Except as partially granted
in favor of WorldQuant and Blomberg, the parties’ cross
motions for summary judgment were denied. Because
not all of the claims and counterclaims asserted by the
parties had been resolved by the summary judgment
decision, a nine day evidentiary hearing was conducted
by the arbitrator from May 9, 2022, through May 19,
2022. Ten witnesses testified during the hearing, and
the parties submitted approximately 450 exhibits . . . .
Near the end of the arbitration hearing, the parties
agreed to, and the arbitrator approved, bifurcation of
against Blomberg, as well as any defenses and claims that he may assert
against the plaintiff, would be subject to the arbitration provision in the
employment agreement.
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the arbitrator’s consideration of the issues raised con-
cerning liability and damages. Accordingly, the parties
submitted posthearing briefs and reply briefs on the
liability issues to the arbitrator in July and August, 2022.
On September 7, 2022, the arbitrator issued his interim
decision of liability (liability decision).
‘‘In the liability decision, the arbitrator granted
WorldQuant’s claims against [the plaintiff], finding that
WorldQuant’s termination of [the plaintiff’s] employ-
ment was for cause, that [the plaintiff] breached his
employment agreement with WorldQuant, and that [the
plaintiff] breached his fiduciary duties and duty of loy-
alty to WorldQuant.7 The arbitrator also denied all of [the
plaintiff’s] remaining counterclaims against WorldQuant.
Following the liability decision, the parties submitted
to the arbitrator additional extensive briefing regarding
WorldQuant’s claims for damages and expenses of the
arbitration, including attorney’s fees, and argued the
issues at a hearing held by the arbitrator on December
13, 2022. On December 27, 2022, the arbitrator issued
his decision on damages and attorney’s fees, costs, and
expenses (damages decision). As a result of the sum-
mary judgment decision, the liability decision, and the
damages decision . . . all of WorldQuant’s claims
against [the plaintiff] in the arbitration were granted; all
of [the plaintiff’s] counterclaims and third-party claims
against WorldQuant and Blomberg in the arbitration
were denied and dismissed. The arbitration award
required [the plaintiff] to pay to WorldQuant the amount
In the liability decision, the arbitrator found that the plaintiff had materi-
7

ally breached the employment agreement and that the termination of his
employment was for cause. In light of those determinations, the arbitrator
concluded that the plaintiff had ‘‘forfeited his unvested and vested equity’’
in WorldQuant. See footnote 2 of this opinion. The arbitrator concluded by
noting that WorldQuant ‘‘is the prevailing party and is entitled to remedies.
The holding that [the plaintiff] forfeits his vested and unvested restrictive
units is one such remedy. . . . [O]ther damages will be reduced because
of [WorldQuant’s] own conduct.’’
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Golden v. WorldQuant Predictive Technologies, LLC

of $690,578.60 within thirty days after December 27,
2022.’’8 (Citation omitted; footnote added.)
On January 25, 2023, the plaintiff filed an application
with the Superior Court to vacate or modify the arbitra-
tion award pursuant to General Statutes § 52-418 (a)
(4),9 in which he alleged that the arbitrator had acted
in manifest disregard of the law.10 On February 23, 2023,
the defendants filed an application for an order confirm-
ing the arbitration award. The parties then filed a joint
request to consolidate their respective applications to
confirm and to vacate the arbitration award, which the
court granted.
The parties thereafter submitted memoranda of law,
and the court held a hearing on the applications to
confirm and to vacate the arbitration award on August
1, 2023. By memorandum of decision dated September
29, 2023, the court granted the defendants’ application
8
We note that the defendants had requested a total of $2,820,169.13 in
damages, attorney’s fees, costs and expenses. In the damages decision, the
arbitrator noted that he was exercising his equitable power to reduce the
total relief provided to the defendants because they ‘‘did not have ‘clean
hands’ . . . .’’ The arbitrator explained that ‘‘this reduction in the damages
and fees, costs and expenses sought must be viewed in the context of what
already has been awarded as a remedy in the [liability decision]. . . . [The
plaintiff was] stripped of his equity [in WorldQuant], which arguably was
the largest component of his compensation . . . .’’
9
General Statutes § 52-418 (a) provides in relevant part: ‘‘Upon the applica-
tion of any party to an arbitration, the superior court for the judicial district
in which one of the parties resides . . . shall make an order vacating the
award if it finds any of the following defects: (1) If the award has been
procured by corruption, fraud or undue means; (2) if there has been evident
partiality or corruption on the part of any arbitrator; (3) if the arbitrators
have been guilty of misconduct in refusing to postpone the hearing upon
sufficient cause shown or in refusing to hear evidence pertinent and material
to the controversy or of any other action by which the rights of any party
have been prejudiced; or (4) if the arbitrators have exceeded their powers
or so imperfectly executed them that a mutual, final and definite award
upon the subject matter submitted was not made.’’
10
As our Supreme Court has observed, ‘‘[a] proceeding to vacate an arbitra-
tion award is not a civil action, but is rather a special statutory proceeding.’’
Middlesex Ins. Co. v. Castellano, 225 Conn. 339, 344, 623 A.2d 55 (1993).
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Golden v. WorldQuant Predictive Technologies, LLC

to confirm and denied the plaintiff’s application to
vacate. The court rendered judgment accordingly in both
cases, and this appeal followed.
I
We begin by addressing an issue that implicates the
subject matter jurisdiction of this court. In their appel-
late brief, the defendants submit that the plaintiff’s fail-
ure to strictly comply with the requirements of Practice
Book § 61-7 (a) (1) renders the present appeal moot.
We disagree.
‘‘Mootness presents a legal question and implicates
this court’s subject matter jurisdiction, a threshold mat-
ter to resolve. . . . This court has a duty to dismiss
cases over which it lacks subject matter jurisdiction,
which cannot be conferred by the consent of the par-
ties.’’ (Citation omitted.) Gladstein v. Goldfield, 325
Conn. 418, 424, 159 A.3d 661 (2017). ‘‘[T]he question of
subject matter jurisdiction, because it addresses the
basic competency of the court, can be raised by any of
the parties, or by the court sua sponte, at any time
. . . .’’ (Emphasis in original; internal quotation marks
omitted.) M&T Bank v. Lewis, 349 Conn. 9, 20, 312 A.3d
1040 (2024). Our review of the question of mootness is
plenary. State v. Rodriguez, 320 Conn. 694, 699, 132
A.3d 731 (2016).
‘‘Because courts are established to resolve actual con-
troversies, before a claimed controversy is entitled to
a resolution on the merits it must be justiciable. Justicia-
bility requires (1) that there be an actual controversy
between or among the parties to the dispute . . . (2)
that the interests of the parties be adverse . . . (3) that
the matter in controversy be capable of being adjudi-
cated by the judicial power . . . and (4) that the deter-
mination of the controversy will result in practical relief
to the complainant. . . . [I]t is not the province of
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appellate courts to decide moot questions, discon-
nected from the granting of actual relief or from the
determination of which no practical relief can follow.
. . . In determining mootness, the dispositive question
is whether a successful appeal would benefit the plain-
tiff or defendant in any way.’’ (Citation omitted; empha-
sis in original; internal quotation marks omitted.) Mac-
Dermid, Inc. v. Leonetti, 328 Conn. 726, 754–55, 183
A.3d 611 (2018).
The defendants’ mootness claim is predicated on the
plaintiff’s failure to comply with Practice Book § 61-7
(a) (1), which provides: ‘‘Two or more parties in the
same case may appeal jointly or severally. Separate
cases heard together and involving at least one common
party may as of right be appealed jointly, provided all
the trial court docket numbers are shown on the appeal
form (JD-SC-033).’’ It is undisputed that the plaintiff
did not strictly comply with that rule of practice, as
he did not list the docket number for the defendants’
application to confirm on his November 14, 2023 appeal
form. The defendants contend that this omission indi-
cates that the plaintiff ‘‘failed to appeal the trial court’s
decision’’ to confirm the arbitration award and, there-
fore, ‘‘there is no practical relief that can be granted to
him in this appeal since an identical judgment remains
in place and in effect in the action to confirm.’’ We do
not agree.
As the November 14, 2023 appeal form filed with this
court plainly indicates, the plaintiff brought this appeal
from ‘‘[t]he decision and judgment denying the applica-
tion to vacate the arbitration award and granting the
application to confirm the arbitration award.’’ (Empha-
sis added.) The defendants, therefore, were on notice
that the plaintiff intended to challenge the propriety of
both judgments in this appeal.11
11
The plaintiff likewise argues in his principal appellate brief that ‘‘[t]he
trial court erred in denying [his] application to vacate the arbitration award
rendered in WorldQuant’s favor and granting [the defendants’] application
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Golden v. WorldQuant Predictive Technologies, LLC

It bears emphasis that, although the plaintiff’s appli-
cation to vacate and the defendants’ application to con-
firm were filed as separate cases in the Superior Court,
they were ordered consolidated at the request of the
parties. Moreover, following a joint hearing, the court
issued a single memorandum of decision that resolved
both cases and listed their respective docket numbers.

We recognize that the plaintiff did not list the trial
court docket number for the defendants’ application
to confirm on his November 14, 2023 appeal form, as
required by Practice Book § 61-7 (a) (1). Because that
deficiency is technical in nature, we decline to exalt
form over substance due to the plaintiff’s failure to
strictly comply with that rule of practice when it is
undisputed that the plaintiff expressly stated on that
appeal form that he was appealing from both the judg-
ment denying his application to vacate and the judgment
granting the application to confirm. See State v. Rios,
30 Conn. App. 712, 714, 622 A.2d 618 (1993) (although
appellate court does not condone failure to comply with
rule of practice, it will ‘‘not exalt form over substance
if the deficiency [is] of a technical nature’’); see also
Lostritto v. Community Action Agency of New Haven,
Inc., 269 Conn. 10, 34, 848 A.2d 418 (2004) (‘‘[t]his court
repeatedly has eschewed applying the law in such a
hypertechnical manner so as to elevate form over sub-
stance’’).

The defendants have provided no authority, nor are
we aware of any, in which a court of this state has
concluded that a party’s failure to list all trial court
docket numbers on an appeal form in accordance with
to confirm the award.’’ By way of relief, the plaintiff asks this court to
‘‘reverse the trial court’s decision denying [his] application to vacate and
granting [the defendants’] application to confirm . . . .’’ The basis of the
plaintiff’s challenge to both judgments is identical—namely, that the arbitra-
tion award was made in manifest disregard of the law.
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Golden v. WorldQuant Predictive Technologies, LLC

Practice Book § 61-7 (a) (1) deprived the court of sub-
ject matter jurisdiction. Because the appeal form filed
by the plaintiff provided notice to the defendants that
the plaintiff was challenging the propriety of both the
judgment denying his application to vacate and the judg-
ment granting the defendants’ application to confirm
the arbitration award, we conclude, on the undisputed
facts of this case, that the plaintiff’s failure to include
the docket number for the defendants’ application to
confirm does not render the present appeal moot.

II

We next consider the plaintiff’s claims that the court
improperly failed to vacate the arbitration award because
the arbitrator both exceeded the scope of the arbitration
submission and acted in manifest disregard of the law
in awarding attorney’s fees and costs to the defendants.
We disagree.

At the outset, we note that the plaintiff predicated
his application to vacate on § 52-418 (a) (4); see footnote
9 of this opinion; and alleged that the arbitrator exceeded
his authority in rendering the arbitration award. As our
Supreme Court has explained, ‘‘a claim that the arbitra-
tors have ‘exceeded their powers’ may be established
under § 52-418 in either one of two ways: (1) the award
fails to conform to the submission, or, in other words,
falls outside the scope of the submission; or (2) the
arbitrators manifestly disregarded the law.’’ Harty v.
Cantor Fitzgerald & Co., 275 Conn. 72, 85, 881 A.2d
139 (2005). When a party raises both of those issues,
as the plaintiff does here, they ‘‘require independent
consideration.’’ Id., 88.

In addition, we note that the appellate courts of this
state engage in de novo review of ‘‘a trial court’s deci-
sion . . . [on] whether an arbitration award violates
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Golden v. WorldQuant Predictive Technologies, LLC

the proscriptions of § 52-418 . . . .’’12 Ahmed v. Oak
Management Corp., 348 Conn. 152, 176, 302 A.3d 850
(2023), cert. denied, U.S. , 144 S. Ct. 2520, 219 L.
Ed. 2d 1200 (2024). The de novo standard applied in
the context of arbitration proceedings is fundamentally
distinct from that normally applied in other judicial
contexts, where no deference is accorded. See, e.g.,
Groton v. United Steelworkers of America, 254 Conn.
35, 51–52, 757 A.2d 501 (2000) (noting that ‘‘[o]ur legal
system . . . ordinarily give[s] great deference . . . to
both the factual and legal determinations of the arbitra-
tors’’ and that, even when appellate review ‘‘requires a
de novo determination by the court . . . we give defer-
ence to the arbitrator’s factual determinations’’ (citation
omitted)). As our Supreme Court observed, ‘‘what . . .
de novo review [in the arbitration context] encom-
passes depends on which ground for vacating an award
is at issue. Irrespective of which ground is at issue,
however, a court must afford substantial deference to
the arbitrator’s interpretation of the scope and meaning
of the agreement’s terms. . . . Because the parties bar-
gained for the arbitrator’s construction of their agree-
ment, an arbitral decision even arguably construing or
12
Because our review of the plaintiff’s claims regarding the award of
attorney’s fees and costs is de novo, we disagree with the defendants that
the record is inadequate for review. We recognize that the plaintiff distinctly
challenged the propriety of the award of attorney’s fees and costs in his
application to vacate, his memorandum of law in support thereof, and his
argument at the August 1, 2023 hearing. We also recognize that the court did
not expressly address those claims in its September 29, 2023 memorandum
of decision.
At the same time, the lack of an explicit statement of the court’s reasoning
for rejecting those claims does not inhibit our review thereof. Appellate
review of a claim that an arbitration award either exceeded the scope of
the submission or was made in manifest disregard of the law is identical
to that of the trial court. Like the trial court, an appellate court engages
in de novo review and does not ‘‘review the evidence considered by the
arbitrators’’ or ‘‘review the award for errors of law or fact.’’ (Internal quota-
tion marks omitted.) Harty v. Cantor Fitzgerald & Co., supra, 275 Conn.
80. Accordingly, the failure of the trial court to set forth its reasoning with
respect to these claims does not preclude our review on appeal.
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applying the contract must stand, regardless of a court’s
view of its (de)merits.’’ (Citation omitted; internal quo-
tation marks omitted.) Ahmed v. Oak Management Corp.,
supra, 176–77.
The application of such deference comports with the
precept that, ‘‘[w]hen arbitration is created by contract,
we recognize that its autonomy can only be preserved
by minimal judicial intervention. . . . Because the par-
ties themselves, by virtue of the submission, frame the
issues to be resolved and define the scope of the arbitra-
tor’s powers, the parties are generally bound by the
resulting award. . . . Since the parties consent to arbi-
tration, and have full control over the issues to be arbi-
trated, a court will make every reasonable presumption
in favor of the arbitration award and the arbitrator’s
acts and proceedings. . . . The party challenging the
award bears the burden of producing evidence suffi-
cient to invalidate or avoid it . . . .’’ (Internal quotation
marks omitted.) Bridgeport v. Kasper Group, Inc., 278
Conn. 466, 474, 899 A.2d 523 (2006). Accordingly, our
courts ‘‘afford an unparalleled level of deference to the
arbitrator and construe the grounds for vacatur quite
narrowly.’’ Ahmed v. Oak Management Corp., supra,
348 Conn. 183; see also Harty v. Cantor Fitzgerald &
Co., supra, 275 Conn. 80 (‘‘ ‘[j]udicial review of arbitral
decisions is narrowly confined’ ’’).
Moreover, with respect to the factual findings and
legal conclusions drawn by the arbitrator, we note that
an application to vacate predicated on claims that an
arbitrator exceeded the scope of the submission or
acted in manifest disregard of the law ‘‘presupposes an
unrestricted submission.’’ Blondeau v. Baltierra, 337
Conn. 127, 154, 252 A.3d 317 (2020); accord Toland
v. Toland, 179 Conn. App. 800, 807 n.5, 182 A.3d 651
(‘‘analysis under § 52-418 . . . applies when a party
attempts to vacate unrestricted submissions’’ (empha-
sis in original)), cert. denied, 328 Conn. 935, 183 A.3d
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1174 (2018). In such instances, our Supreme Court has
applied ‘‘the standard of review applicable to unrestricted
submissions’’; Blondeau v. Baltierra, supra, 154; pursu-
ant to which ‘‘courts will not review the evidence con-
sidered by the arbitrators nor will they review the award
for errors of law or fact.’’13 (Internal quotation marks
omitted.) Harty v. Cantor Fitzgerald & Co., supra, 275
Conn. 80. With those principles in mind, we turn to the
plaintiff’s claims.
A
The plaintiff claims that the court improperly failed
to vacate the arbitration award because the arbitrator
exceeded the scope of the arbitration submission in
awarding attorney’s fees and costs to the defendants.
In the present case, the arbitration clause in the employ-
ment agreement; see footnote 3 of this opinion; consti-
tutes the written submission to arbitration. See Ahmed
v. Oak Management Corp., supra, 348 Conn. 186–87.
‘‘The standard for reviewing a claim that the award
does not conform to the submission requires what we
have termed in effect, de novo judicial review. . . .
The de novo label in this context means something very
different from typical de novo review because review
under this standard and in this setting is limited to a
comparison of the award to the submission. Our inquiry
generally is limited to a determination as to whether
the parties have vested the arbitrators with the authority
to decide the issue presented or to award the relief
conferred. . . . In making this determination, the court
may not engage in fact-finding by providing an indepen-
dent interpretation of the contract, but simply is
charged with determining if the arbitrators have ignored
their obligation to interpret and to apply the contract
as written. . . . To justify vacating an award on the
13
In his appellate reply brief, the plaintiff states that he does not dispute
‘‘the facts found by the arbitrator.’’
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ground that the award exceeds the scope of the submis-
sion, we must determine that the award necessarily
falls outside the scope of the submission.’’ (Citations
omitted; emphasis in original; internal quotation marks
omitted.) Blondeau v. Baltierra, supra, 337 Conn. 155–
56.
On appeal, the plaintiff claims that the award of attor-
ney’s fees and costs exceeded the scope of the submis-
sion. The language of the arbitration clause indicates
otherwise. It provides in relevant part: ‘‘[A]ny dispute,
controversy or claim arising out of or relating to this
[a]greement and/or your employment with [WorldQuant]
shall be submitted to and decided by binding arbitration
as the exclusive means of resolution thereof. . . . Any
arbitral award determination shall be final and binding
upon you and [WorldQuant]. No arbitrator shall be
empowered to award punitive, consequential or exem-
plary damages, and you hereby waive any right to
recover any such damages; provided, that the party
prevailing in any such arbitration proceeding shall be
entitled to receive, in addition to all other damages to
which such party may be entitled, the costs incurred
by such party in connection with such arbitration,
including, without limitation, reasonable attorneys’
fees, costs and expenses.’’ By its plain language, that
clause provides that the prevailing party is ‘‘entitled’’
to receive an award of attorney’s fees and costs ‘‘in
addition to all other damages to which such party may
be entitled . . . .’’ (Emphasis added.) In light of that
unambiguous language, we cannot conclude that the
award of attorney’s fees and costs necessarily exceeded
the scope of the submission.
Even if the arbitration clause was ambiguous as to
whether attorney’s fees and costs are permitted in light
of the prohibition of punitive damages, the plaintiff still
could not prevail. As the Supreme Court has observed,
‘‘[t]o justify vacating an award . . . we must determine
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that the award necessarily falls outside the scope of
the submission. . . . Here, the ambiguity [in the sub-
mission] as to the parties’ intent precludes such a
result.’’ (Citation omitted; emphasis in original.) Harty
v. Cantor Fitzgerald & Co., supra, 275 Conn. 98–99.
Thus, even if an ambiguity exists in the arbitration
clause regarding the arbitrator’s ability to award attor-
ney’s fees and costs, as the plaintiff steadfastly has
argued,14 that ambiguity undermines any claim that the
arbitration award in the present case necessarily fell
outside the scope of the submission. See id. Accord-
ingly, the plaintiff’s claim fails.
B
The plaintiff also argues that the arbitrator acted in
manifest disregard of the law in awarding attorney’s
fees and costs to the defendants. That claim requires
a different analysis than the preceding one.
As our Supreme Court has explained, ‘‘[m]anifest dis-
regard of the law is an extremely deferential standard
of review. [T]he manifest disregard of the law ground
for vacating an arbitration award is narrow and should
be reserved for circumstances of an arbitrator’s extraor-
dinary lack of fidelity to established legal principles.
. . . This level of deference is appropriate because the
parties voluntarily have chosen arbitration as a means
to resolve their legal dispute. . . . As an essential com-
ponent of that choice, they have agreed to bypass the
14
At the August 1, 2023 joint hearing on the plaintiff’s application to
vacate and the defendants’ application to confirm the arbitration award, the
plaintiff’s counsel argued that an ambiguity existed in the arbitration clause
due to the existence of both a provision proscribing punitive damages and
a provision authorizing attorney’s fees and costs. He stated: ‘‘There is a
clear ambiguity on the face of this contract permitting attorney’s fees versus
prohibiting punitive damages . . . .’’ The plaintiff’s counsel also argued
that ‘‘[t]he arbitrator failed to reconcile this ambiguity in awarding [the
defendants] attorney’s fees and costs.’’ The plaintiff renewed that argument
in his principal appellate brief.
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usual adjudicative apparatus, including its conventional
appellate features, for the advantages that accompany
private arbitration. To borrow a phrase from the mar-
riage ceremony, that choice is made for better or for
worse, which, in this context, means that the arbitra-
tor’s decision is final and binding unless it is manifestly,
obviously, and indisputably wrong. Review by a judicial
authority is not forfeited entirely, but it is conducted
under a different and far less rigorous level of scrutiny.
‘‘Under this highly deferential standard . . . our
precedent instructs that three elements must be satis-
fied before we will vacate an arbitration award on the
ground that the arbitration panel manifestly disregarded
the law: (1) the error was obvious and capable of being
readily and instantly perceived by the average person
qualified to serve as an arbitrator; (2) the arbitration
panel appreciated the existence of a clearly governing
legal principle but decided to ignore it; and (3) the
governing law alleged to have been ignored by the arbi-
tration panel is [well-defined], explicit, and clearly
applicable. . . . [E]very reasonable presumption and
intendment will be made in favor of the [arbitration]
award and of the arbitrators’ acts and proceedings.’’
(Citations omitted; internal quotation marks omitted.)
Blondeau v. Baltierra, supra, 337 Conn. 161–62.
The plaintiff argues that the arbitrator manifestly dis-
regarded the law by awarding attorney’s fees and costs
because WorldQuant was not the prevailing party. That
claim requires little discussion. In the liability decision,
the arbitrator found in favor of the defendants on all
of their claims and denied all of the counterclaims
raised by the plaintiff. Moreover, the court expressly
found that the defendants were the ‘‘prevailing party’’
in this arbitration. By way of relief, the arbitrator
ordered the forfeiture of the plaintiff’s equity interest
in WorldQuant. See footnotes 2, 7 and 8 of this opinion.
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The foregoing belies any claim that the defendants were
not the prevailing party in this arbitration.
Those determinations also undermine the plaintiff’s
contention that the arbitrator manifestly disregarded
the law by awarding attorney’s fees and costs in the
absence of an award of damages. First, as a factual
matter, the plaintiff is mistaken. In his principal appel-
late brief, the plaintiff conflates the damages element
of breach of contract, breach of fiduciary duty, and
breach of the duty of loyalty actions with the relief
ultimately awarded by the arbitrator. The plaintiff
argues, in syllogistic fashion, that (1) damages are
essential elements of those actions, (2) the arbitrator
awarded no damages specific to those actions in the
damages decision, and (3) as a result, the damages
element of those actions was not established in this
case. The fallacy in that argument is the uncontroverted
fact that the primary relief granted to the defendants
was the forfeiture of the plaintiff’s equity interest in
WorldQuant. As the arbitrator noted in the damages
decision, the consequence of his decision in favor of
the defendants on all claims was that the plaintiff ‘‘is
stripped of his equity [in WorldQuant], which arguably
was the largest component of his compensation
. . . .’’15 The arbitrator further explained that he had
reduced the award of damages to WorldQuant due to
the sizeable relief that already had been granted to
WorldQuant in the liability decision. As the arbitrator
stated, his ‘‘reduction in the damages . . . sought [by
the defendants] must be viewed in the context of what
already has been awarded [to the defendants] as a rem-
edy’’—namely, the loss of that significant equity inter-
est. That explication indicates that the arbitrator con-
cluded that damages were warranted in light of the
15
In opposing the defendants’ request for more than $2.8 million in dam-
ages, attorney’s fees and costs, the plaintiff claimed that it ‘‘ ‘shocks the
conscience’ especially in light of the fact that the [liability decision] already
stripped [him] of his vested and unvested equity [in WorldQuant].’’
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plaintiff’s breaches of the employment contract, his
fiduciary duty, and his duty of loyalty, but that the
arbitrator opted to reduce those damages in light of his
decision to order the forfeiture of the plaintiff’s equity
interest in WorldQuant.
The plaintiff’s claim also incorrectly presumes that
an award of damages is a necessary prerequisite to an
award of attorney’s fees and costs. The plain language of
the arbitration clause does not support that contention;
rather, it explicitly provides that ‘‘the party prevailing
in any such arbitration proceeding shall be entitled to
receive, in addition to all other damages to which such
party may be entitled, the costs incurred by such party
in connection with such arbitration, including, without
limitation, reasonable attorneys’ fees, costs and
expenses.’’ In agreeing to that provision, the parties
memorialized the prevailing party’s right to receive
attorney’s fees and costs in addition to any other dam-
ages that may be awarded by an arbitrator. The inclu-
sion of such a provision in the employment contract
is consistent with Connecticut law.16 Accordingly, the
plaintiff has not demonstrated a manifest disregard of
the law by the arbitrator with respect to the award of
attorney’s fees and costs.
16
As our Supreme Court has observed, ‘‘[t]he general rule of law known
as the American rule is that attorney’s fees and ordinary expenses and
burdens of litigation are not allowed to the successful party absent a contrac-
tual or statutory exception. . . . Connecticut adheres to the American rule.
. . . There are few exceptions. [One] example [is] where a specific contrac-
tual term provides for the recovery of attorney’s fees and costs . . . .’’
(Citations omitted; internal quotation marks omitted.) 24 Leggett Street Ltd.
Partnership v. Beacon Industries, Inc., 239 Conn. 284, 311, 685 A.2d 305
(1996); see also McCarter & English, LLP v. Jarrow Formulas, Inc., 351
Conn. 186, 209–10, 329 A.3d 898 (2025) (declining to depart from ‘‘the major-
ity rule precluding an award of punitive damages in a breach of contract
action’’ but emphasizing that ‘‘there were alternative approaches [the plain-
tiff] could have pursued in an attempt to protect its interests,’’ including
inserting ‘‘a provision in a [contract] with [the defendant] addressing poten-
tial remedies should [the defendant] breach [the] contract’’).
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III
The plaintiff also claims that the court improperly
failed to vacate the arbitration award because the arbi-
trator acted in manifest disregard of the law by denying
his breach of the duty of good faith and fair dealing
counterclaim. We do not agree.
‘‘[E]very contract carries an implied duty requiring
that neither party do anything that will injure the right
of the other to receive the benefits of the agreement.’’
(Internal quotation marks omitted.) Ramirez v. Health
Net of the Northeast, Inc., 285 Conn. 1, 16 n.18, 938
A.2d 576 (2008). ‘‘To constitute a breach of [the implied
covenant of good faith and fair dealing], the acts by
which a defendant allegedly impedes the plaintiff’s right
to receive benefits that he or she reasonably expected
to receive under the contract must have been taken in
bad faith. . . . Bad faith in general implies both actual
or constructive fraud, or a design to mislead or deceive
another, or a neglect or refusal to fulfill some duty or
some contractual obligation, not prompted by an honest
mistake as to one’s rights or duties, but by some inter-
ested or sinister motive. . . . Bad faith means more
than mere negligence; it involves a dishonest purpose.’’
(Citation omitted; internal quotation marks omitted.)
De La Concha of Hartford, Inc. v. Aetna Life Ins. Co.,
269 Conn. 424, 433, 849 A.2d 382 (2004).
‘‘Whether a party has acted in bad faith is a question
of fact, subject to the clearly erroneous standard of
review.’’ Harley v. Indian Spring Land Co., 123 Conn.
App. 800, 837, 3 A.3d 992 (2010). ‘‘A finding of fact is
clearly erroneous when there is no evidence in the
record to support it . . . or when although there is
evidence to support it, the reviewing court on the entire
evidence is left with the definite and firm conviction
that a mistake has been committed.’’ (Internal quotation
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marks omitted.) De La Concha of Hartford, Inc. v.
Aetna Life Ins. Co., supra, 269 Conn. 432.
The following additional facts, as found by the arbi-
trator, are relevant to this claim. The plaintiff’s ‘‘actions
and misrepresentations’’ surrounding the termination
of the employment of Diana Novick, WorldQuant’s prin-
cipal salesperson, were ‘‘the triggering event for why
[WorldQuant] had reason to lose confidence in [the plain-
tiff] and [c]ause for his discharge.’’ As the arbitrator
found: ‘‘Starting in late-2019 and then in mid-2020, [the
plaintiff] expressed his dissatisfaction with Novick’s
performance to [legal counsel Joshua Hawks-Ladds]
and Human Resources Vice President [Jordana] Upton.
. . . On December 3, 2020, [the plaintiff] gave a year-
end performance review to Novick. . . . Novick
secretly recorded the meeting. . . . The performance
review was positive and included detailed discussions
of Novick’s compensation and equity in [WorldQuant].
Yet, shortly after the meeting, [the plaintiff] planned to
terminate Novick’s employment. . . . [The plaintiff]
also hired a new Director of Sales . . . who started in
January, 2021. On March 4, 2021, [WorldQuant] termi-
nated Novick. The decision was made by [the plaintiff]
in consultation with . . . [Upton and Hawks-Ladds].
‘‘On March 15, 2021, Novick’s attorney, Salvatore
Gangemi, sent a letter that challenged her termination
and requested additional severance. . . . The letter
recites Novick’s performance, the compensation and
equity discussions, and how she believed [the plaintiff]
and [WorldQuant] had limited her ability to be an effec-
tive salesperson. The letter also states that Novick
observed ‘circumstances that confirmed [the plaintiff’s]
unlawful biases, based on gender, religion and age.’ The
letter provided examples of the alleged discriminatory
conduct . . . . [WorldQuant] asked [the plaintiff] to
address Novick’s attorney’s letter, which he did,
explaining and strongly denying the allegations. . . .
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Hawks-Ladds then sent a response to the demand letter
from [Gangemi]; the seven page letter denied the allega-
tions against [the plaintiff] and explained that Novick’s
poor performance was the cause for her termination.
. . .
‘‘In response, [Gangemi] claimed that [WorldQuant’s]
letter contained misrepresentations and lies. Gangemi
also revealed that Novick had recordings that proved
what [WorldQuant] said was false. On April 7, 2021,
Gangemi provided the recordings to [WorldQuant].
. . . Blomberg testified that the recording was shock-
ing, as did Hawks-Ladds. . . . They both realized that
[the plaintiff] had not been truthful about Novick, and
he had deceived them about what he had said about
Novick’s performance and her entitlement to equity.
As a result, [WorldQuant] recognized it had possible
exposure and changed its negotiating posture.
[WorldQuant] then offered [Novick] eight months of
severance, additional commissions and payment of
[her] attorney’s fees. The result was that the severance
agreement with Novick paid her four times the original
severance offer. The agreement was reached on April
13, 2021. . . .
‘‘As part of the discussions leading to the settlement
agreement with Novick, her counsel demanded protec-
tion in the event that [the plaintiff] brought some action
against her. This resulted in a supplement to the agree-
ment with Novick. . . . The supplement . . . required
indemnification for any claims [the plaintiff] might
make against Novick. Hawks-Ladds, Blomberg and
Upton exchanged several emails about the final Novick
agreement and the supplement. . . . Some of these
emails were sent to [the plaintiff], but not all. On April
10, 2021, Hawks-Ladds wrote: ‘Attached is a new [s]epa-
ration [a]greement and a [s]upplement to the [a]gree-
ment for you to review. Do not send to [the plaintiff].
Once you approve these, I will send the [s]eparation
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[a]greement to [the plaintiff] (and not the [s]upplement)
and I will note the promises [the plaintiff] is making in
the [s]eparation [a]greement—I will explain to him that
we need these for a deal to be made (innocuous, etc.).
Please provide any changes. I am supposed to be on
vacation, so want to get this done ASAP and then sent
to Gangemi.’ . . .
‘‘[The plaintiff] contends he never saw the supple-
ment although he did see the ‘Do not show to [the
plaintiff]’ reference at the bottom of an email chain that
[WorldQuant] says was inadvertently forwarded to [the
plaintiff]. . . . [The plaintiff] also testified that he did
not have his own counsel review the ‘substance’ of the
Novick agreement he was asked to sign. Yet the facts
are otherwise: the supplement is mentioned in the email
chain dated April 12, 2021, between [the plaintiff] and
his attorney . . . .
‘‘[The plaintiff] testified that, at the time this supple-
ment was being circulated, he did not know that
[Hawks-Ladds] was not representing him. . . . [The
plaintiff] did not notice the differences in the several
drafts of the Novick agreement or that the references
to the supplement in the original drafts had been
removed.’’ (Citations omitted; emphasis altered; foot-
note omitted.)
At the request of counsel, the arbitrator listened to
‘‘the entire taped conversation’’ of Novick’s December
3, 2020 performance review conducted by the plaintiff.
The arbitrator found that this review ‘‘confirm[ed] . . .
that [the plaintiff’s] statements and misrepresentations
on the Novick matter support’’ the conclusion that
WorldQuant had cause to terminate the plaintiff’s
employment under the employment agreement. As the
arbitrator found, ‘‘[t]he tape gives no hint that Novick
was about to be terminated . . . . The tape documents
representations [the plaintiff] made about equity, and
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they discussed options and profits interest, although
he later denied such statements. . . . [T]he two key
areas where [the plaintiff] was not truthful are apparent:
that is, the review was positive despite [the plaintiff’s]
intent to terminate Novick; and there was ‘equity prom-
ised or implied,’ despite [the plaintiff’s] later denial.
. . . These statements are material and are directly
contradicted by [the plaintiff’s] explanations in the doc-
ument he prepared for counsel to respond to Novick’s
attorney. . . . That document includes misrepresenta-
tions and is reflective of [the plaintiff’s] overall credibil-
ity throughout this proceeding.’’ (Citations omitted;
emphasis omitted.) The arbitrator further found that
there was ‘‘no evidence that [the plaintiff’s] termination
was . . . done to avoid payment of vested or unvested
equity. It was a reaction to the material breach of [the
plaintiff’s] responsibilities as [chief executive officer]
and the resulting loss of trust [in him].’’
In evaluating the plaintiff’s breach of the duty of
good faith and fair dealing counterclaim, the arbitrator
correctly observed that ‘‘the key question . . . is
whether [WorldQuant] acted in bad faith.’’ The arbitra-
tor noted that ‘‘the investigation and termination pro-
cess [WorldQuant] followed is not ideal human resources
practice. And the conduct of [WorldQuant] in failing
to provide the Novick supplemental agreement to [the
plaintiff] is troubling to say the least. But [the plaintiff’s]
own behavior and lack of credibility in his testimony
about his sharing of the related emails with his counsel
. . . compounds the situation. Neither side has clean
hands.’’17 The arbitrator then concluded that, ‘‘[a]lthough
the termination and related events were poorly handled,
17
In light of his determination in the liability decision that ‘‘[n]either side
has clean hands,’’ the arbitrator awarded far less than the $2,820,169.13 in
total relief sought by the defendants. In the damages decision, the arbitrator
explained that he was exercising his equitable power to reduce the defen-
dants’ total award to $690,578.60 because they did not have clean hands.
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they do not rise to the level of dishonest or sinister
motive sufficient to meet the required bad faith stan-
dard. [WorldQuant] has not breached the covenant of
good faith and fair dealing.’’ (Emphasis omitted.)
Although the plaintiff does not agree with the arbitra-
tor’s finding that WorldQuant’s conduct did not rise to
the level of bad faith, ‘‘[a] party’s mere disagreement
with the [arbitrator’s] interpretation and application of
established legal principles is a far cry from the egre-
gious or patently irrational misperformance of duty that
must be shown in order to prove a manifest disregard
of the law . . . .’’ (Internal quotation marks omitted.)
Saturn Construction Co. v. Premier Roofing Co., 238
Conn. 293, 308, 680 A.2d 1274 (1996). In the present
case, the arbitrator set forth the proper legal principles
governing the duty of good faith and fair dealing and
made detailed findings with respect to the conduct of
both the plaintiff and WorldQuant based on his review
and credibility assessment of the documentary and tes-
timonial evidence presented at the arbitration proceed-
ing.18 Accordingly, this is not a case in which the arbitra-
tor ignored clearly applicable law. See, e.g., Blondeau
v. Baltierra, supra, 337 Conn. 162. The plaintiff’s claim
that the arbitrator manifestly disregarded the law, there-
fore, is unavailing.
IV
The plaintiff claims that the court improperly failed
to vacate the arbitration award because the arbitrator
acted in manifest disregard of the law by misapplying
the after-acquired evidence doctrine. Because the arbi-
trator found that the defendants had notice prior to the
18
We reiterate that, in considering a manifest disregard of the law claim
pursuant to § 52-418 (a) (4), our courts apply ‘‘the standard of review applica-
ble to unrestricted submissions’’; Blondeau v. Baltierra, supra, 337 Conn.
154; and ‘‘will not review the evidence considered by the arbitrators nor
will they review the award for errors of law or fact.’’ (Internal quotation
marks omitted.) Harty v. Cantor Fitzgerald & Co., supra, 275 Conn. 80.
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decision to terminate the plaintiff’s employment that
he had provided consulting services to HXS during the
course of his employment with WorldQuant, the plain-
tiff maintains that the proper application of the after-
acquired evidence doctrine compels the conclusion that
the defendants waived any claim with respect to that
conduct. We disagree.
Known also as the ‘‘after-acquired evidence defense’’;
see, e.g., Miller Plastic Products, Inc. v. National Labor
Relations Board, 141 F.4th 492, 520 (3rd Cir. 2025);
Tilkey v. Allstate Ins. Co., 56 Cal. App. 5th 521, 563,
270 Cal. Rptr. 3d 559 (2020); the after-acquired evidence
doctrine ‘‘is equitable in nature and is usually applied
in a situation involving termination or another adverse
employment action to ensure that an employee does
not benefit from the employee’s own misconduct or
misrepresentation. The rationale of the cases applying
the [doctrine] is that a plaintiff who was not entitled
to the employment in the first place cannot claim eco-
nomic damages for the loss of it.’’ (Internal quotation
marks omitted.) Silberstein v. Pro-Golf of America,
Inc., 278 Mich. App. 446, 461, 750 N.W.2d 615 (2008),
appeal denied, 483 Mich. 886, 759 N.W.2d 882 (2009).
As the United States Court of Appeals for the Eighth
Circuit explained, the after-acquired evidence doctrine
‘‘applies when an employee is fired for an unlawful
reason but the employer later learns of other conduct
that, by itself, would have resulted in discharge had it
come to the employer’s attention . . . . It is the
employer’s burden to prove that it would have fired the
employee upon discovery of the evidence.’’ (Citation
omitted.) Smith v. AS America, Inc., 829 F.3d 616,
625–26 (8th Cir. 2016). ‘‘Where an employer seeks to
rely upon after-acquired evidence of wrongdoing, it
must . . . establish that the wrongdoing was of such
severity that the employee in fact would have been
terminated on those grounds alone if the employer had
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Golden v. WorldQuant Predictive Technologies, LLC

known of it at the time of the discharge.’’ McKennon
v. Nashville Banner Publishing Co., 513 U.S. 352, 362–
63, 115 S. Ct. 879, 130 L. Ed. 2d 852 (1995).
The after-acquired evidence doctrine typically is uti-
lized by defendants as a shield to minimize or bar recov-
ery by a plaintiff pursuing a wrongful discharge claim.
See, e.g., O’Brien v. Ohio State University, 139 Ohio
Misc. 2d 36, 42, 859 N.E.2d 607 (2006) (‘‘[u]nder the
after-acquired evidence doctrine, when an employer
wrongfully terminates an employee but later learns that
good cause for termination then existed, the after-
acquired evidence doctrine operates to either lessen or
bar the employee’s recovery of damages’’), aff’d, 2007
WL 2729077 (Ohio App. September 20, 2007), appeal
denied, 117 Ohio St. 3d 1406, 881 N.E.2d 274 (2008);
see also Crawford Rehabilitation Services, Inc. v.
Weissman, 938 P.2d 540, 547 (Colo. 1997) (‘‘[t]he after-
acquired evidence doctrine shields an employer from
liability or limits available relief where, after a termina-
tion, the employer learns for the first time about
employee wrongdoing that would have caused the
employer to discharge the employee’’); Gassmann v.
Evangelical Lutheran Good Samaritan Society, Inc.,
261 Kan. 725, 727–28, 933 P.2d 743 (1997) (holding that
employee was not entitled to any relief if employer
could establish after-acquired evidence sufficient for
termination of employment); McDill v. Environamics
Corp., 144 N.H. 635, 640–41, 757 A.2d 162 (2000) (noting
that ‘‘[s]ome jurisdictions permit after-acquired evi-
dence to serve as a complete bar to an employee’s
recovery, while other jurisdictions apply the after-
acquired evidence doctrine only to mitigate an employ-
ee’s damages’’ and then holding that ‘‘in a breach of
contract action after-acquired evidence of employee
misconduct is a defense to a breach of contract action
for wages and benefits lost as a result of discharge if
the employer can demonstrate that it would have fired
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the employee had it known of the misconduct’’ (internal
quotation marks omitted)); R. White & R. Brussack,
‘‘The Proper Role of After-Acquired Evidence in
Employment Discrimination Litigation,’’ 35 B.C. L. Rev.
49, 94 (1993) (‘‘[a]fter-acquired evidence has rapidly
developed into a powerful defense tactic for employ-
ers’’).
The United States Supreme Court has held, as a mat-
ter of federal law in the employment discrimination
context, that when an employer meets its burden under
the after-acquired evidence doctrine, ‘‘neither reinstate-
ment nor front pay is an appropriate remedy [for a
wrongly discharged employee]. It would be both inequi-
table and pointless to order the reinstatement of some-
one the employer would have terminated, and will ter-
minate, in any event and upon lawful grounds.’’
McKennon v. Nashville Banner Publishing Co., supra,
513 U.S. 361–62; see also Stone Key Group, LLC v.
Taradash, 204 Conn. App. 55, 95, 328 A.3d 159 (‘‘[i]n
the federal system, as a general rule, after acquired
evidence is relevant to the relief due a successful plain-
tiff in an employment discrimination discharge case’’
(internal quotation marks omitted)), cert. denied, 338
Conn. 912, 259 A.3d 653 (2021), and cert. denied, 338
Conn. 912, 259 A.3d 653 (2021). This court has adopted
that precept as a matter of state law with respect to
damages awarded in the context of a wrongful dis-
charge action brought by an employee against an
employer. See Preston v. Phelps Dodge Copper Products
Co., 35 Conn. App. 850, 856–61, 647 A.2d 364 (1994).
The procedural posture of the present case stands
in stark contrast to that precedent. Here, it was the
employer that commenced this arbitration proceeding
and subsequently augmented the original complaint
with additional allegations regarding the conduct of its
employee in providing consulting services to an outside
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company in contravention of the employment agree-
ment.19 In the liability decision, the arbitrator found that
the plaintiff entered into a consulting agreement with
HXS while employed by WorldQuant and that Blomberg
and others at WorldQuant had knowledge about that
relationship prior to the termination of the plaintiff’s
employment. The arbitrator also found that the defen-
dants were unaware that the plaintiff received substan-
tial compensation from HXS until after his dismissal.
As the arbitrator stated: ‘‘Although [the plaintiff] does
not appear to have attempted to conceal the HXS deal,
he did not provide the [consulting agreement] or notice
of this project or the fee to [the defendants]. . . . [The
defendants discovered] the details of [the plaintiff’s con-
sulting agreement with HXS] in January, 2022, as part
of the discovery for this arbitration. . . . Receiving
$115,000 is more than de minimus and is a material
breach of the provision of the employment agreement
that required him to work full-time for [WorldQuant]
unless he received permission to do otherwise.’’ (Cita-
tions omitted.) Accordingly, as a factual matter, this is
not a case in which the defendants had knowledge at
the time of the termination of the plaintiff’s employment
19
The plaintiff’s employment agreement provides in relevant part: ‘‘Your
employment shall be on a full-time basis, which means that you shall devote
your full time to your employment during normal working hours, and not
carry on other business activities at any time that are competitive or that
may interfere in any manner with the business of [WorldQuant]. Subject to
the foregoing, and without limiting your obligations set forth in Section B
below, it is acknowledged and agreed that you may engage in the ‘permitted
activities’ listed on Schedule 2; provided that (i) such activities be and
remain de minimis in nature; (ii) you may not accept cash compensation
in connection with any such ‘permitted activity’ and (iii) you shall promptly
notify [WorldQuant’s] [b]oard of [m]anagers, in writing, in the event that
your status changes with respect to any such ‘permitted activity.’ No other
business activity shall constitute a ‘permitted activity,’ unless so determined
by [WorldQuant’s] [b]oard of [m]anagers in its sole discretion.’’ Schedule 2
of the employment agreement lists six entities by name and specifies the
nature of the plaintiff’s activities in connection therewith. HXS is not one
of the listed entities.
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that he was receiving substantial compensation from
HXS. Rather, that knowledge was acquired after this
arbitration proceeding commenced.

The present case is further distinguishable from case
law on the after-acquired evidence doctrine due to the
fact that the termination notice provided to the plaintiff
contained a reservation of rights clause, which pro-
vides: ‘‘Please be advised that [WorldQuant] . . .
reserve[s] all of its rights under the [e]mployment
[a]greement . . . at law or otherwise, and nothing in
this letter shall be construed as a modification, release
or waiver of any rights or claims.’’ In the liability deci-
sion, the arbitrator expressly weighed the plaintiff’s
claim that application of the after-acquired evidence
doctrine compelled the conclusion that the defendants
waived any claim regarding his consulting work with
HXS against the defendants’ claim that there was no
waiver due to the reservation of rights in the termination
notice. The arbitrator noted that ‘‘courts in Connecticut
have recognized that a reservation of rights in other
contexts can allow consideration of additional issues
that are related to the initial reasons given,’’ citing to
McCulloch v. Hartford Life & Accident Ins. Co., 363 F.
Supp. 2d 169, 188 (D. Conn. 2005). The arbitrator then
found that the issue of the plaintiff’s consulting work
with HXS did ‘‘relate to the reasons given for the termi-
nation of [the plaintiff’s employment], which were alle-
gations of policy violations in breach of the employment
agreement. Here the breach was of a fundamental com-
ponent of the employment agreement—the duty not to
work for pay from another entity. Unlike some cases
where courts have held that by failing to assert a specific
reason for termination, the party waives its rights to
do so later, here [WorldQuant] reserved its rights.’’ The
arbitrator further noted that he ‘‘is unaware of contrary
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precedent on waiver under Connecticut law.’’ The arbi-
trator thus concluded that ‘‘[t]here was no waiver in
this case’’ by the defendants.20

In light of the foregoing, we conclude that the plaintiff
has not met his burden of demonstrating that the arbi-
trator manifestly disregarded the law. He has not over-
come the ‘‘high hurdle’’; Harty v. Cantor Fitzgerald &
Co., supra, 275 Conn. 102; of showing that the governing
law on waiver is well-defined, explicit, and clearly appli-
cable in situations in which both the after-acquired evi-
dence doctrine and a reservation of rights clause are
implicated, that an obvious error existed that was capa-
ble of being readily and instantly perceived by the aver-
age person qualified to serve as an arbitrator, or that
the arbitrator appreciated yet ignored a clearly govern-
ing legal principle. See Blondeau v. Baltierra, supra,
337 Conn. 161–62. Accordingly, the plaintiff has not
established that the court improperly denied his appli-
20
In addition, we note that, outside the context of employment discrimina-
tion actions; see, e.g., McKennon v. Nashville Banner Publishing Co., supra,
513 U.S. 354; the after-acquired evidence doctrine arguably is inapposite
when an employer terminates an employee for cause and thereafter seeks
to supplement the grounds for termination. As the Restatement (Second)
of Agency provides, ‘‘[a] principal is privileged to discharge before the time
fixed by the contract of employment an agent who has committed such a
violation of duty that his conduct constitutes a material breach of contract
. . . .’’ 2 Restatement (Second), Agency, § 409 (1), p. 258 (1958). The com-
mentary to that section notes that, ‘‘[i]f a principal has cause for the discharge
of an agent and discharges him, the fact that the principal is not at the time
aware that he has cause for discharge is immaterial.’’ Id., comment (e), p.
261. The Restatement of Employment Law similarly provides that ‘‘[a]n
employer has cause for early termination of an agreement for a definite
term of employment if the employee has materially breached the agreement
. . . .’’ Restatement, Employment Law, § 2.04 (a), p. 71 (2015). As that
treatise explains, ‘‘under the approach adopted by this Restatement, the
employer must always establish the basis for cause. . . . Some decisions
require that the employer’s stated justification be the actual reason for the
termination, although the traditional rule is that the employer’s motivation
is irrelevant as long as adequate cause in fact existed at the time of dismissal.’’
(Citation omitted.) Id., reporter’s note to comment (e), p. 80.
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cation to vacate or improperly granted the defendants’
application to confirm the arbitration award.
The judgments are affirmed.
In this opinion the other judges concurred.