## Facts

- The City of Hartford undertook construction of a civic center and engaged architects to design the project and prepare bid documents, including the construction contract form.
- The bid package distributed to potential bidders included contractual provisions requiring arbitration of claims and disputes.
- After the bidding process, Hartford accepted Gilbane Building Company’s bid, and the city manager executed the construction contract on the city’s behalf (January 22, 1972).
- The project began in 1972 and was largely completed by the end of 1974.
- In March 1975, Gilbane demanded arbitration through the American Arbitration Association concerning claims arising from the contract.
- Hartford filed suit to restrain the American Arbitration Association, the appointed arbitrators, and Gilbane from proceeding with arbitration.

## Issues

1. Whether the Hartford city manager had express or implied authority to bind the city to the contract’s arbitration provisions.
2. Whether Hartford was entitled to an injunction stopping the arbitration.

## Decision

- The court held that the city manager had authority to execute the construction contract and, as a reasonable incident of that authority, had implied authority to assent to the contract’s arbitration clause.
- The trial court’s contrary conclusion on the manager’s authority was erroneous.
- The denial of injunctive relief was affirmed; Hartford failed to show irreparable harm, and arbitration could proceed.
- Disposition: denial of injunction affirmed; Gilbane’s cross-appeal sustained as to the city manager’s authority to agree to arbitration.

## Legal Principles

- A municipality may enter into a binding arbitration agreement when the arbitration provision is reasonably incidental to a contract the municipality has lawful power to make.
- When a municipal executive officer is authorized to execute a contract on the municipality’s behalf, that authority may include implied authority to accept customary dispute-resolution terms included in the contract, absent a specific legal prohibition.
- Injunctive relief is an extraordinary remedy and generally requires a showing of irreparable harm and inadequacy of legal remedies; disagreement over arbitrability, without irreparable injury, does not justify enjoining arbitration.

## Conclusion

Because Hartford had power to enter the civic center construction contract and its city manager was authorized to execute it, the manager also had implied authority to bind the city to the arbitration clause; the city’s failure to demonstrate irreparable harm supported denying an injunction, and the arbitration was allowed to proceed.


City of Hartford v. Am. Arbitration Ass’n, 174 Conn. 472, 391 A.2d 137 (Conn. 1978)