A respondent appealed from a trial court order which to the extent appealed from, granted, the petitioners’ motion to confirm the part of a final arbitration award that reduced the “Clawback Amount,” set forth in the parties’ “Contribution agreement” by $8,311,040 and denied the respondent’s cross-motion to vacate that part of the award.

In March 2014, the parties entered into “several agreements creating a joint venture whereby petitioner would acquire from respondents three parcels of real property…to develop for mixed residential and commercial use (property).” The agreements contemplated that petitioner would invest in a respondent entity that would indirectly own the property and the petitioner would take responsibility for rezoning the property from industrial to commercial and residential use with the goal of “maximizing the residential square footage on the property” (rezoning). The purpose of the transaction was to transfer sole ownership of a respondent entity from two other respondent entities to the petitioner.