Present: Hassell, C.J., Koontz, Kinser, Lemons, Goodwyn, and
Millette, JJ., and Carrico, S.J.
CRISELL SEGUIN
OPINION BY
v. Record No. 080217 JUSTICE LAWRENCE L. KOONTZ, JR.
February 27, 2009
NORTHROP GRUMMAN
SYSTEMS CORPORATION, ET AL.
FROM THE CIRCUIT COURT OF FAIRFAX COUNTY
Dennis J. Smith, Judge
This appeal arises from the circuit court’s order
compelling arbitration pursuant to the provisions of the
Virginia Uniform Arbitration Act, Code § 8.01-581.01 et seq.
The dispositive issue in this case is whether the Act provides
a right to appeal from an order that compels arbitration.
BACKGROUND
During the course of Crisell Seguin’s employment,
Northrop Grumman Systems Corporation sent unilateral e-mails
and memoranda advising its employees that continued employment
signified agreement to the new arbitration requirements of the
company’s Dispute Resolution Process. After receiving these
emails and memoranda, Seguin continued in her employment at
Northrop Grumman, but never signed an arbitration agreement.
Seguin subsequently filed a complaint in the Circuit Court of
Fairfax County alleging that Northrop Grumman, and her
supervisor, John C. Gage, (collectively, “Northrop Grumman”)
had defamed her by making false statements in her work
performance evaluation. Northrop Grumman filed a motion to
compel arbitration, contending that Seguin’s claim was covered
by the company’s dispute resolution procedure requiring
binding arbitration. In support of its motion, Northrop
Grumman asserted that by continuing her employment with the
company after notice of the new dispute resolution procedure,
Seguin effectively agreed to forfeit her right to a trial by a
court and jury and to rely exclusively on arbitration to
settle her claim.
On October 26, 2007, the circuit court held a brief
hearing on Northrop Grumman’s motion to compel arbitration. 1
Following that hearing and on the same day, the circuit court
entered an order granting Northrop Grumman’s motion to compel
arbitration. Subsequently, Seguin filed this appeal seeking
this Court’s review of the circuit court’s order to compel
arbitration.
1
Code § 8.01-581.02(A) provides that “if the opposing
party denies the existence of the agreement to arbitrate, the
court shall proceed summarily to the determination of the
issue of the existence of an agreement and shall order
arbitration only if found for the moving party.” In this
case, the record is clear that the circuit court was mindful
of this statutory mandate and upon consideration of the
exhibits filed and the oral arguments of the parties
determined that an agreement to arbitrate existed. The
sufficiency of that hearing as contemplated by the statutory
mandate is not challenged in this appeal and, accordingly, we
express no opinion on that issue.
2
On appeal, mirroring the assertions made in the circuit
court, Seguin maintains that Northrop Grumman cannot create an
agreement by unilaterally declaring that her continued
employment constituted acceptance of an arbitration agreement.
The thrust of her assertion is that, while she continued her
employment with Northrop Grumman after receiving the company’s
communication of its new dispute resolution procedure, more
was required to bind her to that procedure. According to
Seguin, her silence did not constitute an acceptance so as to
form an arbitration agreement between her and her employer.
Northrop Grumman disputes the validity of Seguin’s
contentions.
DISCUSSION
It is self-evident that before this Court can consider
the merits of the parties’ contentions concerning the
existence of the arbitration agreement in question, we must
initially resolve the issue whether the circuit court’s
October 26, 2007 order compelling arbitration between the
parties in this case is an appealable order.
In this regard, Northrop Grumman asserts that this Court
lacks jurisdiction to consider Seguin’s appeal because Code
§ 8.01-581.016, contained in the Virginia Uniform Arbitration
Act, does not confer any right to appeal from an order
compelling arbitration. Northrop Grumman further asserts that
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such an order is not a final order in a civil case as
contemplated by Code § 8.01-670(A)(3) and, thus, the circuit
court’s October 26, 2007 order is not subject to appeal.
In response, Seguin maintains that an order compelling
arbitration is a final order because it “ ‘determines the
rights of the parties, and leaves nothing further to be done
by the court in the cause, though it may still enter such
. . . orders as may be necessary to carry the [order] into
execution.’ ” Leggett v. Caudill, 247 Va. 130, 133, 439
S.E.2d 350, 351 (1994) (quoting Lee v. Lee, 142 Va. 244, 250,
128 S.E. 524, 526 (1925)). In further support of her
contention that the order in question is appealable, Seguin
cites Amchem Products v. Asbestos Cases Plaintiffs, 264 Va.
89, 96, 563 S.E.2d 739, 742-43 (2002), in which this Court
stated that “Code § 8.01-581.016 confers upon this Court
jurisdiction to review a circuit court’s order that denies or
compels arbitration.” (Emphasis added.) 2
Pursuant to Code § 8.01-581.016:
2
The emphasized language, “or compels,” does not appear
in the bound volume of the Virginia Reports. Nevertheless,
the quoted language is accurate and was confirmed by this
Court as part of the Amchem opinion after the bound volume of
the Virginia Reports was published, and has been available on
this Court’s web site for the past six years with a notation
of the November 2002 amendment, as well as being available in
the correct form on various commercial electronic databases
since that time.
4
An appeal may be taken from: (1) An order denying
an application to compel arbitration . . . (2) An
order granting an application to stay arbitration
. . . (3) An order confirming or denying an
award; (4) An order modifying or correcting an
award; (5) An order vacating an award without
directing a rehearing; or (6) A judgment or
decree entered pursuant to the provisions of this
article.
Code § 8.01-581.016 does not grant a right to appeal an
order granting an application to compel arbitration. The
language of the statute is clear and unambiguous. It is
axiomatic that when the language of a statute is unambiguous,
we are bound by that language and will not add words to the
statute that would expand the scope of the statute. Jackson
v. Fidelity & Deposit Co. of Maryland, 269 Va. 303, 313, 608
S.E.2d 901, 906 (2005); Burlile v. Commonwealth, 261 Va. 501,
511, 544 S.E.2d 360, 365 (2001).
Seguin’s reliance on Amchem to support her contention
that there is a right to appeal from an order that compels
arbitration is misplaced. That case involved an appeal from a
circuit court’s order denying an application to compel
arbitration. Under Code § 8.01-581.016, the General Assembly
expressly created a right to appeal from such an order. The
Court’s statement in Amchem that “Code § 8.01-581.016 confers
upon this Court jurisdiction to review a circuit court’s order
that denies or compels arbitration” is dictum in so far as the
statement includes the phrase “or compels.” Id. at 96, 563
5
S.E.2d at 742-43. In no way does the Court’s prior decision
in Amchem circumvent the lack of an express right under Code
§ 8.01-581.016 to an appeal from an order compelling
arbitration.
Finally, we turn to Seguin’s contention that the order
compelling arbitration in this case was a final judgment order
contemplated by Code § 8.01-670(A)(3) which permits an appeal
from “a final judgment in any other civil case.” There is no
merit to this contention. An order that compels arbitration
pursuant to the Virginia Uniform Arbitration Act is not a
final judgment order. 3 Pursuant to Code § 8.01-581.010, the
circuit court retains jurisdiction to vacate an arbitration
award; pursuant to Code § 8.01-581.011, the circuit court
retains jurisdiction to modify or correct an arbitration
award.
CONCLUSION
For these reasons, we hold that the circuit court’s
October 26, 2007 order that compelled the parties to arbitrate
their dispute was not an appealable order and, thus, this
Court does not have jurisdiction to review the merits of
3
For further detailed discussion regarding what may
constitute a final order as contemplated by Code § 8.01-
670(A)(3), see Comcast of Chesterfield County, Inc. v. Board
of Supervisors of Chesterfield County, 277 Va. ___, ___,
S.E.2d ___, ___(2009) (this day decided).
6
Seguin’s contentions regarding the existence or enforceability
of the arbitration agreement in question. Accordingly, this
appeal will be dismissed without prejudice.
Dismissed.
7