## Facts

- Menard, Inc. hired Dawn M. Sands into a newly created in-house role to oversee its legal department; she ultimately served as Vice President and Executive General Counsel.
- Sands earned substantially less than the prior general counsel and repeatedly sought a raise; after renewed requests, a senior executive allegedly made demeaning, gender-based remarks.
- Sands asserted pay discrimination and related violations under employment-discrimination law.
- After a heated confrontation, John Menard fired Sands and ordered her to leave immediately.
- The parties submitted the dispute to binding arbitration before a three-attorney panel authorized to award remedies available under state and federal law.
- The arbitration panel found for Sands and awarded compensatory and punitive damages and ordered reinstatement to her former position.
- Menard agreed to pay monetary damages but refused reinstatement, asserting the attorney-client relationship had become irreparably damaged.
- In arbitration testimony, Sands described John Menard in extremely negative terms and stated she could continue representing Menard only if assured of her personal safety.

## Issues

1. Whether an arbitration panel exceeds its authority by ordering reinstatement of an in-house lawyer when reinstatement would violate strong public policy grounded in attorney ethical duties and the attorney-client relationship.
2. If reinstatement is invalid on public-policy grounds, whether front pay is the proper substitute remedy.

## Decision

- The Wisconsin Supreme Court held the arbitration panel exceeded its authority by ordering reinstatement because the remedy violated strong public policy tied to attorney loyalty and professional obligations.
- The court vacated only the reinstatement portion of the award and left the liability findings and monetary damages undisturbed.
- The court remanded to the circuit court to determine an appropriate award of front pay in lieu of reinstatement.

## Legal Principles

- Courts generally give substantial deference to arbitration awards, but an award may be vacated when it violates strong public policy.
- A lawyer’s fiduciary duty of loyalty and related ethical duties are deeply rooted in state law and reflect strong public policy protecting the integrity of the attorney-client relationship.
- A remedy that would force an attorney into representation under conditions incompatible with professional obligations may be set aside on public-policy grounds.
- In employment-discrimination cases, front pay may serve as a substitute when reinstatement is inappropriate or unavailable.

## Conclusion

The court vacated an arbitration award requiring reinstatement of an in-house general counsel because the remedy conflicted with public policy protecting attorney ethical duties and a functional attorney-client relationship, and it remanded for a front-pay determination as the appropriate substitute remedy.


Sands v. Menard, Inc., 787 N.W.2d 384 (Wis. 2010)