## Facts

- The Ottawa Rapidz (Rapidz) joined the Canadian American Association of Professional Baseball, Ltd. (the league) in May 2008.
- As a condition of membership, Rapidz agreed to be governed by the league’s affiliation agreement, bylaws, and related league documents.
- Article 13.2 of the league bylaws provided that disputes between a member club and the league would be decided by the league’s Board of Directors, which consisted of the directors of the league’s other member clubs.
- Although Article 13.2 did not use the word “arbitration,” other provisions in the bylaws and league documents expressly referred to “arbitration” and treated the Board’s dispute-resolution role as arbitral in nature.
- Rapidz committed to participate in the 2008 and 2009 seasons, but after completing the 2008 season, Rapidz announced it would not play in 2009.
- Rapidz sought permission from the league to voluntarily withdraw due to financial difficulty. The Board held a hearing and denied the request.
- The Board concluded Rapidz’s conduct amounted to an unsanctioned withdrawal that violated league obligations, terminated Rapidz’s membership, and imposed financial and other consequences described in the Board’s written decision.
- The league filed suit in North Carolina state court against Rapidz and additional defendants connected to the club, asking the court to confirm the Board’s decision as an arbitration award. The case was removed to federal court and later remanded to state court.
- The trial court confirmed the arbitration award and entered judgment for the league. Rapidz appealed, arguing there was no valid arbitration because Article 13.2 did not expressly call for arbitration and because the Board was not an impartial third party.

## Issues

1. Did the league’s governing documents create an enforceable agreement to arbitrate disputes through the Board, even though the primary bylaw provision (Article 13.2) did not expressly use the word “arbitration”?
2. If an arbitration agreement existed, could the Board’s decision be treated as an arbitration award even though the Board was composed of directors of other member clubs rather than a neutral outside decision-maker?
3. Did the trial court properly confirm the Board’s decision and enter judgment for the league?

## Decision

- The Court of Appeals affirmed the trial court’s order confirming the award and entering judgment for the league.
- The court held the parties’ contracts and league documents, read together, showed an intent to submit league-member disputes to binding resolution by the Board, which satisfied the requirement of an agreement to arbitrate.
- The court rejected Rapidz’s argument that the proceeding was not arbitration simply because Article 13.2 did not use the word “arbitration,” noting that arbitration can exist when the parties agree to submit disputes to a designated nonjudicial decision-maker for final resolution.
- The court also rejected the argument that arbitration failed because the Board was not an impartial third party, reasoning that parties may contract to have disputes decided by a specified tribunal, including one connected to the organization, and that choice is generally enforceable absent a valid statutory ground to set the result aside.
- Because the Board’s decision qualified as an arbitration award under the parties’ agreement, confirmation and judgment were proper.

## Legal Principles

- Whether parties agreed to arbitrate is determined using ordinary contract principles, considering the relevant agreements and incorporated governing documents as a whole.
- An arbitration agreement need not use the term “arbitration” if it clearly provides for submission of disputes to a designated decision-maker for final, binding resolution outside of court.
- Parties may contract for dispute resolution by a particular nonjudicial tribunal, including a tribunal made up of persons affiliated with one side, and a court will generally enforce that contractual choice unless statutory grounds for vacatur or modification are shown.
- When an arbitral decision falls within the scope of a valid arbitration agreement, a court may confirm the award and enter judgment consistent with the award.

## Conclusion

The court affirmed confirmation of the league Board’s decision as an arbitration award, holding that the league’s bylaws and related documents formed a binding agreement to submit disputes to the Board for final resolution, and that Rapidz could not avoid confirmation by arguing that the bylaw provision did not expressly say “arbitration” or that the Board’s composition lacked neutrality.


Canadian American Association of Professional Baseball, Ltd. v. Ottawa Rapidz, 711 S.E.2d 834 (2011)