ROGERS, C.J.
The sole issue in this certified appeal
The Appellate Court opinion sets forth the extensive procedural background in the present case and we need not recite it here. See id., at 823-27, 40 A.3d 808. Rather, a brief overview of the relevant facts and procedural history, as described by the Appellate Court, adequately situates the issue on appeal in the present case. "The plaintiff leased a commercial space for its liquor store, Budget Rite Liquors, from the defendants pursuant to a lease agreement. The lease agreement permitted sublease or assignment of the lease only with the written consent of the defendants. The lease agreement also included an arbitration clause. The validity of the lease agreement is not disputed by either party. In its original complaint, filed May 9, 2006, the plaintiff claimed that the defendants unlawfully withheld consent to assign the lease, which withholding deprived the plaintiff of the opportunity to enter into `contracts with multiple ready, willing and able buyers' for the sale of its business.... On August 15, 2006, the defendants filed an answer, special defense and counterclaim alleging, inter alia, that they lawfully refused to consent to the assignment pursuant to the lease agreement and that the plaintiff owed unpaid rent and had damaged the subject property before vacating." Id., at 823-24, 40 A.3d 808. While the litigation was pending for more than two years, various discovery disputes arose and the parties filed several motions in the trial court. See id., at 824-27, 40 A.3d 808.
The record reveals the following additional procedural history relevant to our disposition of this appeal. On December 16, 2008, the defendants filed a motion for a stay of the proceedings, pursuant to General Statutes § 52-409,
The trial court granted the defendants' motion for a stay pending arbitration. In ruling on the motion for a stay, the trial court stated as follows: "When individuals enter a contract fully aware of what the elements of the contract are, and enter an agreement ... I have found in the past that if there is an arbitration clause, that the arbitration clause is going to control, and ... I am being consistent in other decisions I have made since coming to New Haven." (Emphasis added.) The plaintiff subsequently appealed from the trial court's decision in the defendants' favor to the Appellate Court.
A majority of the Appellate Court concluded that the plaintiff had failed to meet its burden to provide the court with an adequate record for review. MSO, LLC v. DeSimone, supra, 134 Conn.App. at 827, 40 A.3d 808. Because the plaintiff did not seek articulation of the trial court's succinct ruling on the defendants' motion for a stay, the majority could not conclude that the trial court made any findings on the issue of waiver. Id., at 828, 40 A.3d 808. In the absence of pertinent factual findings regarding waiver, the Appellate Court majority presumed that the trial court "undertook the proper analysis of the law and the facts in directing the parties to proceed to arbitration as provided in the lease agreement." Id., at 829, 40 A.3d 808; id. ("in the absence of an articulation — which the appellant is responsible for obtaining — we presume that the trial court acted properly" [internal quotation marks omitted]), quoting Orcutt v. Commissioner of Correction, 284 Conn. 724, 739 n. 25, 937 A.2d 656 (2007). This certified appeal followed.
We begin with the standard of review. "The scope of our appellate review depends upon the proper characterization of the rulings made by the trial court. To the extent that the trial court has made findings of fact, our review is limited to deciding whether such findings were clearly erroneous. When, however, the trial court draws conclusions of law, our review is plenary and we must decide whether its conclusions are legally and logically correct and find support in the facts that appear in the record." Morton Buildings, Inc. v. Bannon, 222 Conn. 49, 53, 607 A.2d 424 (1992). "Therefore, the trial court's conclusions must stand unless they are legally or logically inconsistent with the facts found or unless they involve the application of some erroneous rule of law material to the case." (Internal quotation marks omitted.) AFSCME, Council 4, Local 704 v. Dept. of Public Health, 272 Conn. 617, 622-23, 866 A.2d 582 (2005).
We now set forth the relevant statutory language and legal principles.
"[O]ur courts have wholeheartedly endorsed arbitration as an effective alternative method of settling disputes intended to avoid the formalities, delay, expense and vexation of ordinary litigation." (Internal quotation marks omitted.) Metropolitan District Commission v. AFSCME, Council 4, Local 184, 237 Conn. 114, 118, 676 A.2d 825 (1996); see also AFSCME, Council 4, Local 704 v. Dept. of Public Health, supra, 272 Conn. at 626, 866 A.2d 582 (noting "the strong public policy favoring arbitration"); Nussbaum v. Kimberly Timbers, Ltd., 271 Conn. 65, 71, 856 A.2d 364 (2004) ("Connecticut has adopted a clear public policy in favor of arbitrating disputes"); L & R Realty v. Connecticut National Bank, 246 Conn. 1, 12, 715 A.2d 748 (1998) ("[a]rbitration agreements illustrate the strong public policy favoring freedom of contract and the efficient resolution of disputes"); Waterbury Teachers Assn. v. Waterbury, 164 Conn. 426, 434, 324 A.2d 267 (1973) ("arbitration is a favored procedure in this state"). Notwithstanding the decided public policy in favor of arbitration, our case law is clear that "an arbitration clause may be waived by the parties or by the one entitled to its benefit." Batter Building Materials Co. v. Kirschner, 142 Conn. 1, 11-12, 110 A.2d 464 (1954).
"Waiver is the intentional relinquishment or abandonment of a known right or privilege.... Waiver does not have to be express, but may consist of acts or conduct from which waiver may be implied." (Citations omitted; internal quotation marks omitted.) AFSCME, Council 4, Local 704 v. Dept. of Public Health, supra, 272 Conn. at 623, 866 A.2d 582. "[U]njustifiable delay in seeking arbitration may warrant a finding of waiver.... The same result follows from going to trial without insisting upon the arbitration condition." (Citation omitted.) Batter Building Materials Co. v. Kirschner, supra, 142 Conn. at 11, 110 A.2d 464. Indeed, our courts have found waiver when a party engages in substantial litigation without asserting its right to arbitrate. See, e.g., Waterbury Teachers Assn. v. Waterbury, supra, 164 Conn. at 435, 324 A.2d 267 (party waived right to arbitrate by proceeding to trial on identical issues as those
Turning to the facts in the present case, the trial court granted the defendants' motion for a stay over the plaintiff's objection that the defendants had waived their right to enforce the arbitration clause by engaging in lengthy litigation. In its ruling granting the motion for a stay pending arbitration, the trial court made no express mention of waiver. Instead, the trial court simply asserted that "I have found in the past that if there is an arbitration clause, that the arbitration clause is going to control...." (Emphasis added.) Likewise, in the articulation ordered by this court; see footnote 7 of this opinion; the trial court explained its view that "the language of the agreement which was the basis of the litigation should take precedent over any issue of whether previous actions by either of the parties constituted waiver." (Emphasis added.)
There is no question that the trial court did not make any factual findings on the issue of waiver. It is also clear, however, from the trial court's ruling on the motion for a stay, and its subsequent articulation thereof, that the trial court held that it always enforces arbitration clauses no matter the circumstances, including the claimed defense of waiver in the present case.
Because the legal basis of the trial court's decision is at issue, a factual record on the question of waiver is not necessary to review the trial court's decision. "[W]here the legal conclusions of the court are challenged, we must determine whether they are legally and logically correct"; Pandolphe's Auto Parts, Inc. v. Manchester, 181 Conn. 217, 221, 435 A.2d 24 (1980); or whether the trial court's decision "involve[s] the application of some erroneous rule of law material to the case." (Internal quotation marks omitted.) AFSCME, Council 4, Local 704 v. Dept. of Public Health, supra, 272 Conn. at 623, 866 A.2d 582.
As we have discussed previously in this opinion, our case law clearly recognizes that a party may implicitly waive the right to enforce an arbitration clause in a contract. See Waterbury Teachers Assn. v. Waterbury, supra, 164 Conn. at 435, 324 A.2d 267; Batter Building Materials Co. v. Kirschner, supra, 142 Conn. at 11-12, 110 A.2d 464. In the present case, the trial court ignored the settled principles surrounding waiver when it concluded that waiver was unavailable as a matter of law due to the parties' written arbitration clause. Because the trial court based its decision upon an erroneous statement of the law, we conclude that the trial court improperly granted the defendants' motion for a stay pending arbitration. Accordingly, we agree with the plaintiff that the Appellate Court incorrectly determined that the trial court undertook the proper
Finally, we take this opportunity to clarify the standard for waiver because this issue is likely to arise on remand. See Nyenhuis v. Metropolitan District Com., 300 Conn. 708, 725-26, 22 A.3d 1181 (2011) (addressing issue likely to arise on remand); State v. Tabone, 292 Conn. 417, 431, 973 A.2d 74 (2009) (same). In Advest, Inc. v. Wachtel, 235 Conn. 559, 569, 668 A.2d 367 (1995), this court, citing Rush v. Oppenheimer & Co., 779 F.2d 885, 888 (2d Cir.1985), stated that "[a] party seeking to assert the defense of waiver must show that he was substantially prejudiced." The court further stated that, "[i]n order to determine whether a party has been substantially prejudiced, many factors must be considered, not the least of which is whether the claims that the defendants seek to assert in the arbitration are the same as those asserted in the prior litigation and whether initiation of the arbitration constituted an unjustifiable delay." Advest, Inc. v. Wachtel, supra, at 569, 668 A.2d 367, citing Waterbury Teachers Assn. v. Waterbury, supra, 164 Conn. at 435, 324 A.2d 267.
Today, we clarify that the court in Advest, Inc. v. Wachtel, supra, 235 Conn. at 569, 668 A.2d 367, did not announce a new waiver standard, but, rather, made explicit a prejudice requirement that was implicit in our prior case law regarding waiver of arbitration. That is, each factor that our court previously had identified as potentially supporting an inference of waiver — for instance, an unjustifiable delay or going to trial on identical issues as those claimed for arbitration; see Waterbury Teachers Assn. v. Waterbury, supra, 164 Conn. at 435, 324 A.2d 267; Batter Building Materials Co. v. Kirschner, supra, 142 Conn. at 11, 110 A.2d 464 — is conduct that may be prejudicial, either procedurally or substantively,
The judgment of the Appellate Court is reversed and the case is remanded to that court with direction to reverse the judgment of the trial court and to remand the
In this opinion the other justices concurred.
This appeal is not moot on account of the arbitration judgment rendered in the defendants' favor. "Mootness is a question of justiciability that must be determined as a threshold matter because it implicates [this] court's subject matter jurisdiction.... Because courts are established to resolve actual controversies, before a claimed controversy is entitled to a resolution on the merits it must be justiciable.... Justiciability requires ... that the determination of the controversy will result in practical relief to the complainant.... A case is considered moot if [the trial] court cannot grant the appellant any practical relief through its disposition of the merits...." (Internal quotation marks omitted.) Wyatt Energy, Inc. v. Motiva Enterprises, LLC, 308 Conn. 719, 736, 66 A.3d 848 (2013). On remand in the present case, the trial court can afford the plaintiff relief through its disposition on the merits. If the trial court determines that the defendants waived their right to arbitrate under the parties' lease agreement, then the trial court must deny the defendants' motion for a stay and vacate the arbitration award that resulted from the original stay order.
The trial court's December 27, 2012 articulation provides in relevant part: "The court felt that because arbitration was available and that both original parties to the lease agreement entered into a lease agreement recognizing that paragraph 23 stated that `any dispute arising under this agreement shall ... be settled by agreement' then that was the proper and practical course to take. The court felt that the language of the agreement which was the basis of the litigation should take precedent over any issue of whether previous actions by either of the parties constituted waiver." (Emphasis altered.)
Although three federal circuit courts do not require prejudice to establish waiver, prejudice is a relevant factor in the waiver analysis. See McWilliams v. Logicon, Inc., 143 F.3d 573, 576 (10th Cir.1998) (prejudice one of six relevant factors in waiver analysis); St. Mary's Medical Center of Evansville, Inc. v. Disco Aluminum Products Co., 969 F.2d 585, 590 (7th Cir.1992) (prejudice relevant factor but court may find waiver absent prejudice); National Foundation for Cancer Research v. A.G. Edwards & Sons, Inc., 821 F.2d 772, 777 (D.C.Cir.1987) (same).