NOT FOR PUBLICATION WITHOUT THE
APPROVAL OF THE APPELLATE DIVISION
SUPERIOR COURT OF NEW JERSEY
APPELLATE DIVISION
DOCKET NO. A-1993-24
ANGELA GRAY,
Plaintiff-Appellant,
APPROVED FOR PUBLICATION
v. August 7, 2026
APPELLATE DIVISION
UNIVERSITY HOSPITAL,
Defendant-Respondent.
Argued May 14, 2026 ‒ Decided August 7, 2026
Before Judges Marcyk, Bishop-Thompson and
Puglisi.
On appeal from the Superior Court of New Jersey,
Law Division, Essex County, Docket No. L-3860-23.
Mark Mulick (Mark Mulick, PA) argued the cause for
appellant.
Andrew D. La Fiura argued the cause for respondent
(Jackson Lewis PC, attorneys; Andrew D. La Fiura,
on the brief).
The opinion of the court was delivered by
BISHOP-THOMPSON, J.A.D.
In this employment matter, plaintiff Angela Gray appeals from the
November 22, 2024 order granting defendant University Hospital's motion to
dismiss her complaint with prejudice. We affirm.
The central issue is whether N.J.S.A. 2A:23B-12 requires a partyappointed arbitrator to disclose prior employment of over twenty years as
corporate counsel for a former client, who is not involved in this litigation, and
whether this circumstance creates a conflict of interest. We conclude a partyappointed arbitrator has no duty to disclose prior employment of over twenty
years as corporate counsel for a former client, nor a prior professional
relationship with a plaintiff's counsel during a limited portion of that time,
because such remote relationships do not constitute a conflict of interest .
Furthermore, plaintiff's counsel's failure to comply with the applicable
American Arbitration Association (AAA) rules amounts to a waiver of any
objection to the appointment of the arbitrator.
I.
In 2017, plaintiff was hired by Adecco Staffing, USA (Adecco), a
temporary staffing agency. As part of the onboarding process, plaintiff
received workplace harassment training, the Adecco employee handbook, and
a "Commitment Sheet," which she signed. By signing the Commitment Sheet,
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she acknowledged in paragraph (f) she was "an employee of Adecco and not
an employee of any [c]lient of Adecco," would be paid by Adecco, and
"w[ould] not be entitled to any benefits or compensation from any [c]lient
benefit plan, policy, or program." Additionally, in paragraph (e), plaintiff
confirmed she had viewed a workplace video and was subject to the rules,
guidelines, and policies of Adecco as explained in the video.
Plaintiff also signed an "Employee Acknowledgement Confidentiality
and Non-Disclosure Agreement," which reiterated she was an employee of
Adecco. It explicitly stated: "Employee is seeking a temporary position with
Adecco to accept assignments at Adecco's [c]lients."
After interviewing with defendant's director of finance and the
department manager, plaintiff began a temporary assignment as an
administrative assistant and credentialing specialist sometime in July 2017.
Adecco managed her timekeeping and compensation.
On January 18, 2018, an anonymous letter alleged the director had
engaged in inappropriate romantic relationships with two women in the finance
department and showed favoritism toward them. This prompted an internal
investigation, but the allegations were not substantiated.
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On October 1, 2018, seven months after plaintiff's temporary assignment
with defendant ended, she reported to defendant's chief financial officer she
had heard "inappropriate[] noises, sexual in nature, coming from the staff
room," although she did not know the individuals involved. Nevertheless,
plaintiff complained about the director's perceived relationship with a female
in the finance department. A second investigation was conducted, which also
found plaintiff's complaint unsubstantiated. Defendant subsequently
terminated the director.
In February 2020, plaintiff filed a complaint against defendant, alleging
violations of the New Jersey Law Against Discrimination (NJLAD), N.J.S.A.
10:5-1 to -50. She claimed she was sexually harassed and retaliated against
by the director during her temporary work assignment. Defendant filed an
answer and asserted various defenses.
Although plaintiff and Adecco were parties to an arbitration agreement,
she declined to consent to arbitration with the AAA. Defendant moved to
dismiss her complaint and compel arbitration. Plaintiff opposed the motion
but later withdrew her opposition during argument. Ultimately, in an October
8, 2021 order, the motion court dismissed her complaint with prejudice, and
the parties submitted the matter to the AAA.
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Pursuant to the AAA rules, the parties selected a retired judge to serve
as the arbitrator from the AAA employment dispute resolution roster.1 On
August 5, 2022, the arbitrator entered an order granting summary disposition
in favor of defendant, dismissing plaintiff's retaliation claim. Following a
three-day evidentiary hearing and post-hearing briefing, the arbitrator issued a
Final Award and Decision (Final Award), dismissing plaintiff's arbitration
claims on April 19, 2023.
Two days later, plaintiff's counsel emailed the AAA's manager of
alternative dispute resolution services, seeking to vacate the Final Award and
remove the arbitrator. Counsel disclosed he had represented another litigant
1
Section 12, Number, Qualifications and Appointment of Neutral Arbitrators, reads in relevant part:
c. If the parties have not appointed an arbitrator and have not
provided any method of appointment, the arbitrator shall
be appointed in the following manner:
i. Shortly after it receives the [d]emand, the AAA shall
send simultaneously to each party a letter containing an
identical list of names of persons chosen from the
[e]mployment [d]ispute [r]esolution [r]oster. The
parties are encouraged to agree to an arbitrator from the
submitted list and to advise the AAA of their agreement.
Am. Arb. Ass'n, Employment Arbitration Rules and Mediation Procedures, r. 12 (rev. Jan. 2016).
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against Chilton Memorial Hospital 2 in 2003 and obtained a jury award in 2005.
He claimed in December 2022, after plaintiff finished testifying, the arbitrator
mentioned, in a casual conversation, he had served as corporate counsel for
Chilton for an extended period prior to his appointment to the bench in 2004.
Plaintiff's counsel asserted the arbitrator's biography did not disclose this prior
employment.3 Had he been aware of this information, he would not have
selected him as the arbitrator.
Defense counsel responded plaintiff waived any objection to the
arbitrator under Rule 36 of the AAA's Employment Arbitration Rules4 because
2
Chilton, an acute-care non-profit hospital, is located in Pompton Plains and is now known as Atlantic Health Chilton Medical Center. Atl. Health, Chilton Med. Ctr., Locations https://www.atlantichealth.org/locations/chiltonmedical-center (last visited July 27, 2026.)
3
Plaintiff did not include the employment dispute roster or the arbitrator's resume provided by the AAA in the appendix on appeal. However, the arbitrator's firm resume downloaded by plaintiff's counsel from the firm website stated: "Served as corporate counsel to Chilton Memorial Hospital in Pompton Plains, NJ for over [twenty-five] years."
4
Rule 36 Waiver of Objection/Lack of Compliance with These Rules provides: "Any party who proceeds with the arbitration after knowledge that any provision or requirement of these rules has not been complied with, and who fails to state objections thereto in writing or in a transcribed record, shall be deemed to have waived the right to object." Am. Arb. Ass'n, Employment Arbitration Rules and Mediation Procedures r. 36 (rev. Jan. 2016).
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the objection was not raised until after the Final Award had been issued in
defendant's favor. Furthermore, in late March 2023, when the AAA
specifically asked both parties if they had any objection to the arbitrator,
plaintiff's counsel did not raise any objection.
The AAA's director of operations informed the parties it lacked
jurisdiction to consider a request to remove the arbitrator because the matter
had been closed. The director further advised plaintiff's counsel the AAA had
no authority to vacate an arbitrator's award.
In early June 2023, plaintiff moved to reinstate her complaint, enforce
subpoenas, remove the arbitrator, and vacate the Final Award pursuant to
N.J.S.A. 2A:24-8. In response, defendant argued the complaint was "highly
inappropriate and procedurally improper," noting it had been dismissed with
prejudice in October 2021. Defendant asserted N.J.S.A. 2A:24-8 applies only
to arbitrations arising from collective bargaining or collective negotiation
agreements, and the proper mechanism to vacate an arbitration award in this
case was under N.J.S.A. 2A:23B-23, as a summary action pursuant to Rule
4:67-1. Additionally, plaintiff failed to comply with the procedural
requirements of Rule 4:67-1 by not filing a verified complaint with a
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supporting certification. She also improperly added the finance director as a
party, despite his dismissal from the case in 2020.
On June 16, 2023, plaintiff filed a verified complaint, asserting
violations of the NJLAD and common law claims. The factual allegations
were nearly identical to those previously arbitrated, with additional allegations
based on information learned during the arbitration.
Pursuant to N.J.S.A. 2A:24-8, plaintiff also sought to: vacate the
arbitration award on the grounds of a conflict of interest, enforce subpoenas,
and remove the arbitrator. The alleged conflict arose from the arbitrator's prior
employment with Chilton. Plaintiff further claimed the failure to disclose this
employment "smack[ed] of fraud, dishonesty and retaliation" because the Final
Award was "diametrically opposed to the record." Defendant moved to
dismiss the complaint under Rule 4:6-2(e) for failure to state a cognizable
claim.
On November 22, 2024, the court dismissed plaintiff's complaint with
prejudice. Citing relevant case law, the court determined the complaint was
barred by collateral estoppel, the entire controversy doctrine, and res judicata.
It further found the complaint was procedurally improper because plaintiff
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relied on materials outside of the pleadings and failed to follow the AAA
procedures for challenging the arbitration and the Final Award.
II.
Plaintiff argues the court should have vacated the Final Award because
the arbitrator did not disclose his long-term employment relationship with
Chilton, who was previously sued by her counsel, which would have led her
to object to his appointment. She also contends actual evidence of bias is not
required to remove the arbitrator. We are not persuaded.
We review orders granting a motion to dismiss for failure to state a claim
under Rule 4:6-2(e) de novo. Pace v. Hamilton Cove, 258 N.J. 82, 95-96
(2024). In doing so, we "examine 'the legal sufficiency of the facts alleged on
the face of the complaint,' giving the plaintiff the benefit of 'every reasonable
inference of fact.'" Baskin v. P.C. Richard & Son, LLC, 246 N.J. 157, 171
(2021) (quoting Dimitrakopoulos v. Borrus, Goldin, Foley, Vignuolo, Hyman
& Stahl, P.C., 237 N.J. 91, 107 (2019)). "[W]e must search the complaint
'thoroughly and with liberality to ascertain whether the fundament of a cause
of action may be gleaned even from an obscure statement of claim, opportunity
being given to amend if necessary.'" Robey v. SPARC Grp. LLC, 256 N.J.
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541, 554 (2024) (quoting Baskin, 246 N.J. at 171) (internal quotation marks
omitted).
We briefly summarize the statutory framework governing this appeal,
beginning with the New Jersey Arbitration Act (the Act), N.J.S.A. 2A:23B-1
to -36, which governs agreements to arbitrate. The Act expresses a general
policy favoring arbitration "as a means of settling disputes that otherwise
would be litigated in a court." Badiali v. N.J. Mfrs. Ins. Grp., 220 N.J. 544,
556 (2015). "Arbitration can attain its goal of providing final, speedy and
inexpensive settlement of disputes only if judicial interference with the process
is minimized; it is, after all, 'meant to be a substitute for and not a springboard
for litigation.'" Barcon Assocs., Inc. v. Tri-Cnty. Asphalt Corp., 86 N.J. 179,
187 (1981) (quoting Korshalla v. Liberty Mut. Ins. Co., 154 N.J. Super. 235,
240 (Law Div. 1977)). Accordingly, "[a]rbitration should spell litigation's
conclusion, rather than its beginning." Borough of E. Rutherford v. E.
Rutherford PBA Loc. 275, 213 N.J. 190, 201 (2013) (quoting N.J. Tpk. Auth.
v. Loc. 196, I.F.P.T.E., 190 N.J. 283, 292 (2007)).
Thus, we "review the trial court's decision on a motion to vacate an
arbitration award de novo." Yarborough v. State Operated Sch. Dist. of
Newark, 455 N.J. Super. 136, 139 (App. Div. 2018). "Private sector arbitration
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awards are . . . subjected to an extraordinarily deferential standard of review."
Rappaport v. Pasternak, 260 N.J. 230, 250 (2025).
The Act permits a summary action to vacate an arbitration award.
N.J.S.A. 2A:23B-23. Such an action may be commenced by filing a verified
complaint and an order to show cause (OTSC), in accordance with Rule 4:67-1(a). R. 4:67-2(a). In this case, plaintiff did not file an OTSC with her verified
complaint. The court correctly noted plaintiff's "failure to file a challenge as
prescribed by the rules of court defeats the claim that [she] would have
objected to the disclosure had a disclosure been made about [the arbitrator]."
We reach the same conclusion: plaintiff's challenge to the Final Award is
procedurally improper.
We likewise conclude plaintiff waived any objection to the arbitrator's
appointment. The arbitrator disclosed his prior employment in December
2022, before the record closed and the Final Award was issued. Instead of
raising a timely objection to the arbitrator's appointment, plaintiff's counsel
waited until after the issuance of the award—mistakenly believing the
arbitration was "overwhelmingly" in his client's favor, and he would have
breached his duty of care if he had objected. Even assuming the arbitrator's
statement constituted full disclosure of a potential conflict, plaintiff failed to
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timely object in writing and did not object on the record. Under both the AAA
Rule 36 and N.J.S.A. 2A:23B-11, plaintiff waived the right to object to the
arbitrator's appointment. Accordingly, we discern no error by the trial court
in granting defendant's motion dismissing plaintiff's complaint.
For completeness, we address plaintiff's argument, under N.J.S.A.
2A:24-8, the Final Award should be vacated because the arbitrator did not
disclose his long-term employment with Chilton, raising concerns of
corruption, fraud, undue means, partiality, and prejudicial conduct. In support,
she cites Del Piano v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 372 N.J.
Super. 503, 516 (App. Div. 2004), asserting arbitrators have a duty to
reasonably inquire and disclose any facts that might affect their impartiality.
Plaintiff also relies on Barcon, 86 N.J. at 213, contending because the
arbitrator's prior employment relationship was not disclosed at the outset, a
reviewing court may vacate the award if it finds the undisclosed fact would
have led a reasonable person to object to the arbitrator's appointment.
However, she misapprehends the applicable law.
The Act provides limited circumstances under which courts may vacate,
modify, or correct arbitration awards. See Tretina Printing, Inc. v. Fitzpatrick
& Assocs., Inc., 135 N.J. 349, 358 (1994). The two circumstances relevant to
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this matter include: (1) "the award was procured by corruption, fraud, or other
undue means"; and (2) the arbitrator was partial or corrupt, or committed
misconduct thereby prejudicing the parties' rights. N.J.S.A. 2A:23B-23(a).
"[B]ecause of the strong judicial presumption in favor of the validity of an
arbitral award, the party seeking to vacate it bears a heavy burden." Del Piano,
372 N.J. Super. at 510.
Guided by these principles, we reject plaintiff's contention the court
should have vacated the Final Award because the arbitrator's prior employment
constituted a conflict of interest, which should have been disclosed prior to
arbitration. The core of plaintiff's argument is that the arbitrator's previous
long-term employment with Chilton constituted a conflict of interest.
Although arbitrators, like judges, must remain unbiased and avoid the
appearance of partiality, their conflict-of-interest standards are governed by
separate statutory disclosure requirements rather than the Code of Judicial
Conduct. To safeguard the impartiality of arbitrations, N.J.S.A. 2A:23B-12(a)
requires
[b]efore accepting appointment, an individual who is
requested to serve as an arbitrator, after making a
reasonable inquiry, shall disclose to all parties to the
agreement to arbitrate and arbitration proceeding and
to any other arbitrators any known facts that a
reasonable person would consider likely to affect the
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impartiality of the arbitrator in the arbitration
proceeding, including:
(1) a financial or personal interest in the outcome of the
arbitration proceeding; and
(2) an existing or past relationship with any of the
parties to the agreement to arbitrate or the arbitration
proceeding, their counsel or representatives, a witness,
or other arbitrators.
Arbitrators have a continuing obligation to disclose any such facts learned after
accepting the appointment. N.J.S.A. 2A:23B-12(b).
Here, no prior relationship existed between the parties: defendant is an
independent, state-owned public academic hospital,5 while Chilton is not. Nor
does the record show there was any professional contact or relationship
between the arbitrator and plaintiff's counsel. Although litigation between
Chilton and plaintiff's counsel's former client began nearly twenty-two years
ago, during the final three years of the arbitrator's tenure as corporate counsel
for Chilton, plaintiff's counsel has not shown the arbitrator was involved in
that litigation.
5
Mission, Vision and Values, Univ. Hosp. Newark, NJ,
https://www.uhnj.org/about-us/credo-mission-values (last visited July 28, 2026).
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N.J.S.A. 2A:23B-12(a) requires more than the arbitrator's prior role as
corporate counsel; a mere reference to his former position, without additional
evidence, is insufficient. This statute, like Rule 1:12-1 governing judicial
recusal, applies only when the prior relationship creates a reasonable question
as to the arbitrator's impartiality or demonstrates actual prejudice. Ibid.; see
State v. Presley, 436 N.J. Super. 440, 456 (App. Div. 2014). We do not
interpret N.J.S.A. 2A:23B-12(a) as requiring recusal whenever an arbitrator
has had any prior relationship with a former employer, who is not a party to
the current litigation. Rather, recusal is required only where the prior
relationship would lead a reasonable, fully informed observer to question the
arbitrator's impartiality. Therefore, we hold a party-appointed arbitrator has
no duty to disclose prior employment of over twenty years as corporate counsel
for a former client, not a party to the litigation, nor a prior professional
relationship with a plaintiff's counsel during a limited portion of that time,
because such remote relationships do not constitute a conflict of interest.
Finally, we reject plaintiff's claims of fraud, corruption, undue means,
partiality, and prejudicial conduct by the arbitrator. Disagreeing with the Final
Award, plaintiff merely repeats the standard grounds for vacatur and seeks to
relitigate claims that were fully adjudicated during arbitration. In doing so,
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she assails the arbitrator's impartiality and challenges his comprehensive
written decision. However, our review of the record confirms plaintiff has not
established any of her allegations by a preponderance of the evidence sufficient
to call into question the arbitrator's findings of fact and conclusions of law .
Barcon, 86 N.J. at 191. Accordingly, there is no basis to reverse the dismissal
of plaintiff's complaint, vacate the Final Award, or remove the arbitrator.
Affirmed.
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