“No Second Bite at the Apple” – Vermont Supreme Court Re-affirms the Non-Tolling, Strict 30-Day Deadline to Vacate Arbitration Awards

Introduction

Flat Fee, LLC v. Northwest Vermont Realtor Association, Inc. (Flat Fee) is a 2025 decision of the Vermont Supreme Court that clarifies and, arguably, tightens the timelines for challenging arbitration awards in Vermont. The case arose out of a commission dispute between two real-estate brokerages: Flat Fee, LLC and Coldwell Banker Hickok & Boardman Realty (H&B), all operating within the Multiple Listing Service (MLS) administered by PrimeMLS and the Northwest Vermont Realtor Association (NVRA). When an NVRA arbitration panel awarded H&B the full $18,060 commission, Flat Fee attempted—first pro se and then with counsel—to have the award vacated in the Superior Court. The lower court dismissed the second, counseled complaint as untimely and struck the collateral antitrust and unjust-enrichment claims as inextricably tied to the time-barred vacatur request. On appeal, the Vermont Supreme Court affirmed, holding that:

The 30-day filing limit in 12 V.S.A. § 5677(c) (Vermont Arbitration Act) is strictly enforced and not tolled or “related back” when an initial, timely filed action is dismissed for procedural defects (e.g., lack of counsel for an LLC).
Collateral claims that effectively attack the arbitration award cannot be used to evade that statutory deadline.
Pro se status does not create an equitable exception to these statutory time limits.

Summary of the Judgment

The Court unanimously affirmed dismissal of the second complaint, reasoning:

The Vermont Arbitration Act (VAA) requires an application to vacate an award to be filed within 30 days of “delivery of a copy of the award.” Even assuming the first pro se complaint was timely, its dismissal (for Flat Fee’s lack of counsel) ended that action. The subsequent complaint, filed more than 30 days after dismissal, was a new lawsuit and therefore untimely.
The Federal Arbitration Act (FAA) three-month period could not rescue the complaint because (a) plaintiffs had disavowed the FAA below, and (b) the second filing was untimely under the FAA as well.
Plaintiffs’ antitrust, unjust-enrichment, and declaratory-judgment counts were indistinguishable from an impermissible collateral attack on the award; the Superior Court lacked a justiciable controversy once vacatur was time-barred.
NVRA enjoyed arbitral immunity for its role in conducting the proceeding.

Analysis

Precedents Cited

Springfield Teachers Association v. Springfield School Directors, 167 Vt. 180 (1997) – Core authority emphasizing Vermont’s policy to “uphold arbitration awards whenever possible” and the purpose of short, strict deadlines.
Alger v. Department of Labor & Industry, 2006 VT 115 – Standard of review on a motion to dismiss; court accepts pleaded facts as true.
Sutton v. Purzycki, 2022 VT 56 – Clarifies that a statute-of-limitations defense is appropriately raised by motion to dismiss where the bar is apparent on the face of the complaint.
LaBrie, Inc. v. Vermont Department of Environmental Conservation, 157 Vt. 642 (1991) – Reinforces the rule that a corporation must appear through counsel.
Weisburgh v. McClure Newspapers, Inc., 136 Vt. 594 (1979) – Explains when the one-year “savings statute,” 12 V.S.A. § 558, can—and cannot—preserve claims after dismissal.
Progressive Insurance Co. v. Brown, 2008 VT 103 – Necessity of raising arguments below to preserve them for appeal.
Stevenson v. Capital Fire Mutual Aid System, Inc., 163 Vt. 623 (1995) – Focuses on substance over form when identifying causes of action.
Doria v. University of Vermont, 156 Vt. 114 (1991) – Explains the prohibition on advisory opinions in declaratory-judgment actions absent a live controversy.
Corey v. New York Stock Exchange, 691 F.2d 1205 (6th Cir. 1982) – Federal persuasive authority: FAA’s three-month limit bars collateral suits framed as due-process claims.

Legal Reasoning

The Court’s reasoning proceeds along three interlocking tracks:

Statutory Text & Policy. 12 V.S.A. § 5677(c) gives a strict, uncomplicated rule: 30 days to seek vacatur. Citing Springfield Teachers, the Court re-emphasized Vermont’s policy to prevent arbitration from becoming “another layer in the litigation process.”
Procedural Default & Non-Tolling. Dismissal of the first complaint for lack of counsel was without prejudice, yet the Court held that such a dismissal is still a “no-action” for limitations purposes because none of § 558(a)’s tolling categories (e.g., nonsuit, judgment of dismissal on the merits reversed on appeal) applied. Weisburgh supplied the analytical template: when § 558 does not apply, the plaintiff gets no second bite.
Substance Over Form. Following Stevenson, the Court collapsed the antitrust, unjust-enrichment, and declaratory counts into a single goal—undoing the arbitration award. Because that relief was time-barred, entertaining the satellite claims would create an advisory opinion (Doria).

Impact of the Decision

No “relation back” via dismissed pleadings. Litigants cannot file a quick, possibly defective complaint merely to stop the limitations clock while they assemble proper counsel or pleadings.
Pro se leniency has limits. While Vermont courts afford some flexibility to self-represented parties, Flat Fee confirms that statutory deadlines remain iron-clad.
Collateral attacks foreclosed. Parties cannot re-package vacatur requests as antitrust, consumer-protection, or unjust-enrichment claims once the statutory vacatur window closes. The ruling hesitates future creative pleadings.
Clarifies interplay with § 558 “savings statute.” Unless a dismissal falls into § 558(a)’s narrow categories, it will not preserve or revive arbitration challenges.
Bolsters arbitral immunity. The Court restated that organizations administering arbitration (NVRA here) enjoy immunity akin to judicial immunity for functions quasi-judicial in nature.

Complex Concepts Simplified

Arbitral Immunity: Similar to judges, arbitrators and organizations administering arbitrations cannot be sued over acts related to decision-making, unless they act “wholly outside” their jurisdiction.
Vacatur: A court “vacates” an award when it sets it aside (erases it). Federal and state statutes give only narrow grounds (e.g., fraud, evident partiality, exceeding powers).
Relation Back: A doctrine under civil-procedure rules allowing amended pleadings to be treated as filed on the date of the original pleading—not applicable when an entirely new case is filed after dismissal.
§ 558 “Savings Statute”: Vermont’s rule that, under limited circumstances (missed service, nonsuit), a plaintiff may re-file within one year after dismissal. Flat Fee clarifies it does not cover dismissals for lack of counsel.
Justiciable Controversy: Courts only decide real, live disputes; they cannot issue abstract rulings (“advisory opinions”).

Conclusion

Flat Fee, LLC v. Northwest Vermont Realtor Association, Inc. is notable less for its underlying brokerage dispute than for its procedural clarity: a strict, non-tolling 30-day deadline to vacate arbitration awards under the Vermont Arbitration Act. The ruling discourages litigants from using procedural gambles—such as filing placeholder, pro se complaints or re-branding vacatur petitions as other torts—to extend or avoid that limit. By re-affirming Vermont’s public policy favoring the finality of arbitration, the decision provides a reliable roadmap for counsel and parties: secure counsel early, plead correctly the first time, and respect the calendar. Arbitrations in Vermont can now proceed with heightened confidence that their awards, once past the 30-day mark, are virtually unassailable.