## Facts

- Dr. Charles Manes was a tenured professor at Dallas Baptist College under a written employment contract.
- The contract identified specified grounds for termination of a tenured faculty member, including insubordination and incompetence.
- The contract provided an internal review/appeal process through campus administration and stated that any action taken by the college’s Board of Trustees would be “final.”
- Dallas Baptist terminated Manes for alleged insubordination.
- Manes sued Dallas Baptist for breach of contract, asserting that the termination was not supported by a contractually permitted ground.
- Dallas Baptist moved for summary judgment, arguing that the internal review culminating in the Board’s “final” action amounted to common-law arbitration and therefore barred court review of the merits of the termination decision.
- The trial court granted summary judgment for Dallas Baptist; Manes appealed.

## Issues

1. Whether the contract provision stating that the Board of Trustees’ action “shall be final” created a common-law arbitration agreement that precluded judicial review of whether Manes was terminated for contractually authorized cause.
2. Whether Dallas Baptist established entitlement to summary judgment as a matter of law based on its theory that the Board’s decision was binding and not subject to judicial review.

## Decision

- The court of appeals reversed the summary judgment and remanded the case for further proceedings.
- The court held that the “final” language in the contract did not, without more, show an agreement to common-law arbitration.
- The internal appeal process described in the contract was treated as an administrative review procedure within the college, not as an arbitration proceeding that displaced the courts.
- Because no arbitration agreement was shown as a matter of law, the courts retained authority to decide whether the college complied with the contract’s termination-for-cause requirements.

## Legal Principles

- A common-law arbitration agreement requires contract language showing the parties’ intent to submit disputes to arbitration rather than to litigation; courts do not infer an agreement to arbitrate from ambiguous or general language.
- A provision stating that an internal decision is “final” typically means final within the organization’s internal process; it does not automatically waive judicial remedies for a claimed breach of contract.
- Arbitration contemplates a decision maker who functions as a third party to the dispute; an employer’s governing board deciding a dispute involving the employer is not treated as arbitration absent explicit agreement.
- On summary judgment, the movant must conclusively establish its legal theory; failure to prove an enforceable arbitration agreement defeats a claim that the dispute is insulated from judicial review.

## Conclusion

The Dallas court of appeals held that a tenure contract clause making the college board’s action “final” did not convert the internal review process into common-law arbitration or bar a breach-of-contract suit challenging whether the professor’s dismissal was supported by contractually authorized cause, so summary judgment for the college was reversed and the case remanded.


Manes v. Dallas Baptist College, 638 S.W.2d 143 (1982)