{ "id": 4233140, "name": "CANADIAN AMERICAN ASSOCIATION OF PROFESSIONAL BASEBALL, LTD. v. OTTAWA RAPIDZ, Former Member of Canadian American Association of Professional Baseball, Ltd., ROB HALL, Former Director of Ottawa Rapidz, SHELAGH O'CONNOR, Former Alternate Director of Ottawa Rapidz, and OTTAWA PROFESSIONAL BASEBALL, INC., as Lessee of the Ottawa Rapidz, Respondents", "name_abbreviation": "Canadian American Ass'n of Professional Baseball, Ltd. v. Rapidz", "decision_date": "2011-06-21", "docket_number": "No. COA10-758", "first_page": "15", "last_page": "25", "citations": [ { "type": "official", "cite": "213 N.C. App. 15" } ], "court": { "name_abbreviation": "N.C. Ct. App.", "id": 14983, "name": "North Carolina Court of Appeals" }, "jurisdiction": { "id": 5, "name_long": "North Carolina", "name": "N.C." }, "cites_to": [ { "cite": "671 S.E.2d 534", "category": "reporters:state_regional", "reporter": "S.E.2d", "case_ids": [ 12642554 ], "year": 2009, "pin_cites": [ { "page": "536" } ], "opinion_index": 0, "case_paths": [ "/se2d/671/0534-01" ] }, { "cite": "645 S.E.2d 825", "category": "reporters:state_regional", "reporter": "S.E.2d", "case_ids": [ 12638631 ], "weight": 2, "year": 2007, "pin_cites": [ { "page": "829" }, { "page": "829" } ], "opinion_index": 0, "case_paths": [ "/se2d/645/0825-01" ] }, { "cite": "640 S.E.2d 840", "category": "reporters:state_regional", "reporter": "S.E.2d", "case_ids": [ 12637774 ], "year": 2007, "pin_cites": [ { "page": "843", "parenthetical": "citation omitted" } ], "opinion_index": 0, "case_paths": [ "/se2d/640/0840-01" ] }, { "cite": "606 S.E.2d 708", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2005, "pin_cites": [ { "page": "711" } ], "opinion_index": 0 }, { "cite": "168 N.C. App. 223", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8468909 ], "year": 2005, "pin_cites": [ { "page": "226" } ], "opinion_index": 0, "case_paths": [ "/nc-app/168/0223-01" ] }, { "cite": "686 F. Supp. 2d 579", "category": "reporters:federal", "reporter": "F. Supp. 2d", "case_ids": [ 3613005 ], "weight": 2, "year": 2010, "pin_cites": [ { "page": "587" } ], "opinion_index": 0, "case_paths": [ "/f-supp-2d/686/0579-01" ] }, { "cite": "N.C. Gen. Stat. \u00a7 1-569.22", "category": "laws:leg_statute", "reporter": "N.C. Gen. Stat.", "year": 2009, "opinion_index": 0 }, { "cite": "9 U.S.C. \u00a7 9", "category": "laws:leg_statute", "reporter": "U.S.C.", "year": 2009, "opinion_index": 0 }, { "cite": "N.C. Gen. Stat. \u00a7\u00a7 1-569.23-24", "category": "laws:leg_statute", "reporter": "N.C. Gen. Stat.", "year": 2009, "opinion_index": 0 }, { "cite": "9 U.S.C. \u00a7\u00a7 10-11", "category": "laws:leg_statute", "reporter": "U.S.C.", "year": 2009, "opinion_index": 0 }, { "cite": "246 S.E.2d 564", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 8, "year": 1978, "pin_cites": [ { "page": "566" }, { "page": "565" }, { "page": "567" }, { "page": "567-68" }, { "page": "568", "parenthetical": "internal quotation marks omitted" }, { "page": "568" } ], "opinion_index": 0 }, { "cite": "37 N.C. App. 549", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8553981 ], "year": 1978, "pin_cites": [ { "page": "553" } ], "opinion_index": 0, "case_paths": [ "/nc-app/37/0549-01" ] }, { "cite": "194 N.C. App. 799", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 4163365 ], "year": 2009, "pin_cites": [ { "page": "803" } ], "opinion_index": 0, "case_paths": [ "/nc-app/194/0799-01" ] }, { "cite": "689 S.E.2d 198", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2010, "pin_cites": [ { "page": "207", "parenthetical": "\"Since the object of construction is to ascertain the intent of the parties, the contract must be considered as an entirety. The problem is not what the separate parts mean, but what the contract means when considered as a whole.\" (internal quotation marks omitted)" } ], "opinion_index": 0 }, { "cite": "534 S.E.2d 254", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2000, "pin_cites": [ { "page": "256", "parenthetical": "citation omitted" } ], "opinion_index": 0 }, { "cite": "139 N.C. App. 571", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 9497305 ], "year": 2000, "pin_cites": [ { "page": "574", "parenthetical": "citation omitted" } ], "opinion_index": 0, "case_paths": [ "/nc-app/139/0571-01" ] }, { "cite": "547 S.E.2d 124", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2001, "pin_cites": [ { "page": "127", "parenthetical": "\"[A]n insured is not entitled to read only the heading and ignore the operative language of the provision itself.\" (internal quotation marks omitted)" } ], "opinion_index": 0 }, { "cite": "144 N.C. App. 131", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 11433222 ], "year": 2001, "pin_cites": [ { "page": "135", "parenthetical": "\"[A]n insured is not entitled to read only the heading and ignore the operative language of the provision itself.\" (internal quotation marks omitted)" } ], "opinion_index": 0, "case_paths": [ "/nc-app/144/0131-01" ] }, { "cite": "184 N.C. App. 267", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8185437 ], "weight": 2, "year": 2007, "pin_cites": [ { "page": "272" }, { "page": "272" } ], "opinion_index": 0, "case_paths": [ "/nc-app/184/0267-01" ] }, { "cite": "588 S.E.2d 575", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2003, "pin_cites": [ { "page": "577", "parenthetical": "\"The law of contracts governs the issue of whether there exists an agreement to arbitrate!,]\" and \"the party seeking arbitration must show that the parties mutually agreed to arbitrate their disputes.\"" } ], "opinion_index": 0 }, { "cite": "161 N.C. App. 488", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8958700 ], "year": 2003, "pin_cites": [ { "page": "490-91", "parenthetical": "\"The law of contracts governs the issue of whether there exists an agreement to arbitrate!,]\" and \"the party seeking arbitration must show that the parties mutually agreed to arbitrate their disputes.\"" } ], "opinion_index": 0, "case_paths": [ "/nc-app/161/0488-01" ] }, { "cite": "523 U.S. 866", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 11504495 ], "weight": 2, "year": 1998, "pin_cites": [ { "page": "876" }, { "page": "1081" } ], "opinion_index": 0, "case_paths": [ "/us/523/0866-01" ] }, { "cite": "554 S.E.2d 676", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 2, "year": 2001, "pin_cites": [ { "page": "678", "parenthetical": "internal citations omitted" }, { "parenthetical": "citation omitted" } ], "opinion_index": 0 }, { "cite": "147 N.C. App. 133", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 9378395 ], "year": 2001, "pin_cites": [ { "page": "136", "parenthetical": "internal citations omitted" } ], "opinion_index": 0, "case_paths": [ "/nc-app/147/0133-01" ] }, { "cite": "535 S.E.2d 397", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2000, "pin_cites": [ { "page": "400", "parenthetical": "\"While public policy favors arbitration, parties may not be compelled to arbitrate their claims unless there exists a valid agreement to arbitrate ....\"" } ], "opinion_index": 0 }, { "cite": "140 N.C. App. 115", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 12122361 ], "year": 2000, "pin_cites": [ { "page": "120", "parenthetical": "\"While public policy favors arbitration, parties may not be compelled to arbitrate their claims unless there exists a valid agreement to arbitrate ....\"" } ], "opinion_index": 0, "case_paths": [ "/nc-app/140/0115-01" ] }, { "cite": "181 N.C. App. 723", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8376132 ], "year": 2007, "pin_cites": [ { "page": "726", "parenthetical": "citation omitted" } ], "opinion_index": 0, "case_paths": [ "/nc-app/181/0723-01" ] }, { "cite": "321 S.E.2d 872", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1984, "pin_cites": [ { "page": "879" } ], "opinion_index": 0 }, { "cite": "312 N.C. 224", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 4757161 ], "year": 1984, "pin_cites": [ { "page": "234" } ], "opinion_index": 0, "case_paths": [ "/nc/312/0224-01" ] }, { "cite": "602 S.E.2d 706", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2004, "pin_cites": [ { "page": "709", "parenthetical": "quoting Cyclone Roofing Co. v. David M. LaFave Co., 312 N.C. 224, 234, 321 S.E.2d 872, 879 (1984)" } ], "opinion_index": 0 }, { "cite": "166 N.C. App. 352", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8411351 ], "year": 2004, "pin_cites": [ { "page": "357", "parenthetical": "quoting Cyclone Roofing Co. v. David M. LaFave Co., 312 N.C. 224, 234, 321 S.E.2d 872, 879 (1984)" } ], "opinion_index": 0, "case_paths": [ "/nc-app/166/0352-01" ] } ], "analysis": { "cardinality": 1055, "char_count": 27912, "ocr_confidence": 0.737, "pagerank": { "raw": 5.0011153170616546e-08, "percentile": 0.3147615942087743 }, "sha256": "6297ce6fa29d5d0e5d1d808b1dfefff175163b45a75f87ba25d93a87d1351a10", "simhash": "1:6389e47ecdcc965f", "word_count": 4444 }, "last_updated": "2023-07-14T21:51:58.983312+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "Judges GEER and STEPHENS concur." ], "parties": [ "CANADIAN AMERICAN ASSOCIATION OF PROFESSIONAL BASEBALL, LTD. v. OTTAWA RAPIDZ, Former Member of Canadian American Association of Professional Baseball, Ltd., ROB HALL, Former Director of Ottawa Rapidz, SHELAGH O\u2019CONNOR, Former Alternate Director of Ottawa Rapidz, and OTTAWA PROFESSIONAL BASEBALL, INC., as Lessee of the Ottawa Rapidz, Respondents" ], "opinions": [ { "text": "BEASLEY, Judge.\nRespondents Ottawa Rapidz (Rapidz or Member), Rapidz\u2019 Former Director Rob Hall, and Former Alternate Director Shelagh O\u2019Connor (collectively Appellants) appeal from the trial court\u2019s order and judgment granting -a motion filed by Petitioner Canadian American Association of Professional Baseball, Ltd. (the League) to confirm an award of the arbitrators in an arbitration proceeding between the League and Respondents. We affirm.\nOn 19 December 2008, the League filed a \u201cMotion to Confirm Arbitration Award and for Order Directing Entry of Judgment\u201d (Motion) in Forsyth County Superior Court against former League member Rapidz; Hall and O\u2019Connor, as the Member\u2019s appointed representatives; and OPBI, the \u201cControlling Related Entity\u201d with a leasehold interest in Rapidz prior to termination of the latter\u2019s membership. The Motion alleged that Rapidz entered into a \u201cLeague Affiliation Agreement\u201d (Affiliation Agreement) with the League on 19 May 2008, entitling Rapidz to operate a professional baseball team for play in the League during the 2008 and 2009 seasons, but, after completing one season in 2008, Director Hall announced that Rapidz would not be fielding a team for play in the 2009 season. Rapidz applied to the League for a voluntary withdrawal therefrom, and a hearing was held before the League\u2019s Board of Directors (Board) on 29 September 2008 to determine if grounds existed for the involuntary automatic termination of Rapidz\u2019 membership. The Motion further alleged that the Board, \u201cacting as an arbitration panel pursuant to the League Agreements\u201d \u2014 which include its Articles of Incorporation, Bylaws, the Affiliation Agreement, Regulations, and Lease of Baseball Operations-denied Rapidz\u2019 request for voluntary withdrawal and concluded, rather, that Rapidz had committed an unsanctioned withdrawal of its membership, subjecting it to automatic and immediate termination as a League member. The Board\u2019s decision dated 11 November 2008 (Decision) also indicated that the League was therefore entitled: (1) to draw down in full the $200,000 (Canadian dollars (CDN)) letter of credit Rapidz had posted with the League to be eligible for membership; and (2) to the extent that Rapidz\u2019 stadium lease was assignable, to cause the lease to be assigned to the League at its sole option.\nWithout the consent of OPBI, Appellants removed the case to federal court on 4 February 2009 and included a request for a determination that OPBI had been either fraudulently joined in the action or misaligned due to its interests adverse to Rapidz. The League filed a motion to remand the action to state court on 4 March 2009, and on 19 February 2010, the Middle District of North Carolina remanded the case due to Appellants\u2019 failure to obtain unanimous consent to removal. On 5 March 2010, Respondent Rapidz filed a Rule 12(b)(6) motion to dismiss, and Hall and O\u2019Connor moved for dismissal also based on the League\u2019s failure to state a claim and for the lack of personal jurisdiction over them. Following a hearing on all motions, the trial court entered an order and judgment confirming arbitration, entering judgment in favor of the League pursuant to the arbitration award, and denying Appellants\u2019 motions to dismiss. On appeal, Appellants challenge the trial court\u2019s order and judgment based on contentions that: (1) Respondents\u2019 motions to dismiss should have been granted because there was no arbitration to confirm in the first place; (2) the arbitration award was not signed or otherwise authenticated by the arbitrators as required by the North Carolina Revised Uniform Arbitration Act (RUAA); (3) personal jurisdiction over Respondents Hall and O\u2019Connor was lacking, and where neither was a party to the purported arbitration award, their motion to dismiss should have been granted.\nBecause \u201cthis appeal arises from a decision on a motion to confirm an arbitration award, we first note \u2018that a strong public policy supports upholding arbitration awards.\u2019 \u201d WMS, Inc. v. Weaver, 166 N.C. App. 352, 357, 602 S.E.2d 706, 709 (2004) (quoting Cyclone Roofing Co. v. David M. LaFave Co., 312 N.C. 224, 234, 321 S.E.2d 872, 879 (1984)). However, our public policy in favor of arbitration \u201cdoes not come into play unless a court first finds that the parties entered into an enforceable agreement to arbitrate.\u201d Evangelistic Outreach Ctr. v. General Steel Corp., 181 N.C. App. 723, 726, 640 S.E.2d 840, 843 (2007) (citation omitted); see also Thompson v. Norfolk S. Ry. Co., 140 N.C. App. 115, 120, 535 S.E.2d 397, 400 (2000) (\u201cWhile public policy favors arbitration, parties may not be compelled to arbitrate their claims unless there exists a valid agreement to arbitrate ....\u201d). Reflecting this underlying principle, \u201c[t]he question of whether a dispute is subject to arbitration is an issue for judicial determinationf,] . . . reviewable de novo by the appellate court.\u201d Rapset v. Buck, 147 N.C. App. 133, 136, 554 S.E.2d 676, 678 (2001) (internal citations omitted).\nI.\nAppellants argue that the dispute resolution mechanism set forth in the agreement between the parties, together with the League Agreements, does not constitute arbitration and that the proceeding before the Board was not an arbitration because the dispute was not submitted to an impartial third-party. As such, Appellants contend that there was, in fact, no arbitration subject to confirmation by the trial court.\nA. Whether Arbitration was Contemplated by the Parties\nThe determination of \u201c[w]hether a dispute is subject to arbitration involves a two-pronged analysis; the court must ascertain both (1) whether the parties had a valid agreement to arbitrate, and also (2) whether \u2018the specific dispute falls within the substantive scope of the agreement.\u2019 \u201d Id. (citation omitted). Only the first prong is at issue: while Appellants do not deny there was a valid agreement between the parties that included an internal dispute resolution mechanism, they suggest that the process so described did not constitute \u201carbitration.\u201d Thus, their initial argumentas part of the broader contention that there was \u201cno arbitration award to confirm\u201d \u2014 is that the parties did not intend the agreed-upon procedure for resolving member-League disputes to be characterized as arbitration.\n\u201cOrdinarily, \u2018arbitration is a matter of contract and a party cannot be required to submit to arbitration any dispute which he has not agreed so to submit.\u2019 \u201d Air Line Pilots Ass\u2019n v. Miller, 523 U.S. 866, 876, 140 L. Ed. 2d 1070, 1081 (1998); see also Burgess v. Jim Walter Homes, Inc., 161 N.C. App. 488, 490-91, 588 S.E.2d 575, 577 (2003) (\u201cThe law of contracts governs the issue of whether there exists an agreement to arbitrate!,]\u201d and \u201cthe party seeking arbitration must show that the parties mutually agreed to arbitrate their disputes.\u201d). While neither the RUAA nor the Federal Arbitration Act (FAA) provides a definition of \u201carbitration,\u201d this Court has described the term as \u201ca process to privately adjudicate a final and binding settlement of disputed matters quickly and efficiently, without the costs and delays inherent in litigation.\u201d Capps v. Virrey, 184 N.C. App. 267, 272, 645 S.E.2d 825, 829 (2007).\nIn executing the Affiliation Agreement, Rapidz \u201cagree [d] to be bound by and comply with all of the League Agreements\u201d as a condition of membership and acknowledged that its affiliation with the League was subject thereto. The League\u2019s Bylaws are specifically included in the League Agreements. See Unif. Arbitration Act \u00a7 6 cmt. 1 (2009) (Uniform Law Comment) (noting that this section governing validity of agreements to arbitration \u201cis intended to include arbitration provisions contained in the bylaws of corporate or other associations as valid and enforceable arbitration agreements\u201d). Appellants argue that Article 13.2 of the Bylaws, entitled \u201cMember-League Disputes,\u201d governed this dispute between Rapidz and the League and, as reproduced below, does not contain the word \u201carbitration\u201d:\nAny dispute or controversy between any Member and the League arising out of the League Agreements or the breach thereof shall be heard and decided by the Board. . . . The Chairman of the Board will determine the schedule for a hearing which may be held in person or by telephone, in the Chairman\u2019s sole discretion. Rules of the hearing shall be set by the Chairman of the Board. The Commissioner and General Counsel shall act on behalf of the League. The Member may be represented by counsel. The Chairman of the Board shall conduct the hearing in the presence of the Board. The Board shall decide the dispute by majority vote. The Chairman shall be entitled to vote.\nWhile Appellants acknowledge that \u201cthe nomenclature used is not determinative,\u201d they contend that the language outlining the dispute resolution process never refers to \u201carbitration\u201d and the absence of that word \u201cin the relevant provision of the Bylaws\u201d suggests the proceedings before the Board did not constitute arbitration. However, several references to arbitration throughout the League Agreements, and therefore encompassed by Rapidz\u2019 Affiliation Agreement, undercut Appellants\u2019 contention.\nThe various documents comprising the League Agreements are replete with evidence that the Board is authorized to arbitrate disputes involving League members and that Rapidz agreed to submit any disputes over its membership to arbitration. Another Bylaw provision, under Article 2 dealing with \u201cMembership,\u201d addresses \u201cWithdrawal from the League.\u201d.. Specifically, \u00a7 2.8 distinguishing \u201cVoluntary Withdrawal\u201d from \u201cUnsanctioned Withdrawal,\u201d outlines the process for seeking voluntary withdrawal, and details the consequences of each. Subsection D thereof, whose heading reads \u201cInjunctive Relief,\u201d provides:\nIn the event of non-compliance by the withdrawing Member with the provisions described in this Section 2.8, the League shall have the right to seek injunctive relief from the court restraining the breach of the Affiliation Agreement and these Bylaws from a court of competent jurisdiction. This resort to the court for injunctive relief is a specific exception to the requirements contained in these Bylaws for the arbitration of matters in dispute between the League and its Members. The Members agree that the decision of the Directors pursuant to a hearing conducted in accordance with Article 2 shall have the full force and effect of binding arbitration and a court of competent jurisdiction shall be permitted to issue an injunction upon receipt of the decision of the Directors after a hearing. The Members, New Members, and the League direct that the decision of the Directors after a hearing shall be entitled to the status of a decision of a validly constituted arbitration panel to which each of the parties have submitted to final and binding arbitration, (emphasis added).\nWhile Appellants argue that \u00a7 2.8(D) is not applicable because it \u201cconcerns injunctive relief and no party sought injunctive relief in connection with this dispute,\u201d they ignore several fundamental tenets of contract interpretation. Initially, headings do not supplant actual contract language and are not to be read to the exclusion of the provisions they precede. See Doe v. Jenkins, 144 N.C. App. 131, 135, 547 S.E.2d 124, 127 (2001) (\u201c[A]n insured is not entitled to read only the heading and ignore the operative language of the provision itself.\u201d (internal quotation marks omitted)). Moreover, \u201c \u2018a contract must be construed as a whole, considering each clause and word with reference to all other provisions and giving effect to each whenever possible.\u2019 \u201d Williamson v. Bullington, 139 N.C. App. 571, 574, 534 S.E.2d 254, 256 (2000) (citation omitted); see also Lynn v. Lynn, - N.C. App. -, -, 689 S.E.2d 198, 207 (2010) (\u201cSince the object of construction is to ascertain the intent of the parties, the contract must be considered as an entirety. The problem is not what the separate parts mean, but what the contract means when considered as a whole.\u201d (internal quotation marks omitted)).\nWhere the \u201centire agreement\u201d between the parties includes the Bylaws, the provisions of the Bylaws themselves must be read in reference to each other and the individual clauses of the other League Agreements to discern the parties\u2019 intent as to arbitration. Thus, we reject Appellants\u2019 suggestion that our interpretation of the dispute resolution process set out in the contract must be limited to Article 13.2 or any other component part of the entire agreement. Neither are we persuaded by their argument that \u201c[o]ne isolated reference to \u2018arbitration\u2019 in Article 2.8(D) does not trump Article 13.2, which actually governed the proceedings.\u201d First, there is not only \u201cone isolated reference\u201d to arbitration in the League Agreements: the League\u2019s Articles of Incorporation specify that a primary purpose for organization was \u201carbitration and settlement of various disputes within the [League]\u201d; the Affiliation Agreement specifically incorporates \u00a7 2.8(D) of the Bylaws and requires the parties to \u201crecognize and agree that th[e] remedy to the court for injunctive relief is in addition to the sole remedy of arbitration right as provided in the Bylaws \u201d (emphasis added); and a \u201cConsent to Jurisdiction\u201d clause in the Affiliation Agreement exposes the parties to personal jurisdiction in North Carolina \u201c[s]ubject to the arbitration provisions set forth in the League Agreements.\u201d (emphasis added). Thus, the entire agreement demonstrates that the parties intended for the dispute resolution process referenced in Article 13 of the Bylaws to be arbitration.\nSecond, there is no \u201ctrumping\u201d to speak of; in fact, the provisions operate harmoniously, and Appellants\u2019 contention that Article 13 governed the proceedings to the exclusion of Article 2 is misconstrued. While the hearing fell under the broader terms of Article 13 as it involved a Member-League dispute, Article 2\u2019s more specific procedure for involuntary termination hearings governed this particular type of Member-League dispute. Bylaw 2.9(A)(3) establishes that a member\u2019s failure \u201cto field a team for play in the League during the season\u201d or \u201ctake action reasonably necessary to operate as a going concern\u201d are grounds for automatic, involuntary termination. The hearing process for any violation of \u00a7 2.9 is outlined by \u00a7 2.10, which requires, inter alia, a hearing before the Board at a special meeting. In this case, after Rapidz notified the League that it was seeking voluntary withdrawal on the basis of financial hardship, it received a \u201cNotice of Charges for Automatic Termination of the Membership of the Ottawa Rapidz\u201d for a hearing before the Board on 29 September 2008 in the event that its voluntary withdrawal motion was unsuccessful. The notice alleged possible violations of Bylaw 2.9A(3) as the grounds for the charges, and the Board\u2019s 11 November Decision likewise details that the hearing was held to determine whether Rapidz failed \u201cto take action reasonably necessary to operate as a going concern\u201d and \u201cfield a team for play in the 2009 [s]eason.\u201d The Decision also relates that Rapidz\u2019 motion for voluntary withdrawal under Article 2.8A of the Bylaws was heard before the Board but failed to receive the necessary approval, and a hearing under Article 2.10 ensued. Where \u201c[a]ll disinterested Directors thereafter voted to sustain the [cjharge made by the Commissioner,\u201d Rapidz\u2019 membership was automatically and immediately terminated pursuant to Article 2.11.\nThus, the hearing was \u201cconducted in accordance with Article 2,\u201d and the provision of \u00a7 2.8(D) thereunder that such proceedings \u201cshall have the full force and effect of binding arbitration\u201d unquestionably applies. To the extent the hearing also proceeded under the general terms of Article 13 of the Bylaws, \u00a7 13.3 incorporates Article 2.10 and \u00a7 13.6 establishes that \u201c[t]he dispute and appeal process provided in this Article 13 shall be the exclusive and sole remedy of all of the parties thereto\u201d and that the Board\u2019s decision \u201cshall be final, conclusive, and binding.\u201d Where this language clearly connotes arbitration, see Capps, 184 N.C. App. at 272, 645 S.E.2d at 829; where the entire agreement between the parties reveals their intent to arbitrate the type of dispute at issue in this case; and where \u201c[a]ny uncertainty as to the scope of the arbitration clause should be resolved in favor of arbitration,\u201d In re W.W. Jarvis & Sons, 194 N.C. App. 799, 803, 671 S.E.2d 534, 536 (2009), the dispute resolution mechanism set forth in the League Agreements is properly referred to as arbitration.\nOur conclusion is in accord with Parke Construction Co. v. Construction Management Co., where our Court construed contract language very similar to the terms of the Bylaws laying out the dispute resolution procedure under the League Agreements as \u201csimply and clearly\u201d providing that a dispute arising thereunder \u201cmust be resolved by binding arbitration.\u201d See Construction Co. v. Management Co., 37 N.C. App. 549, 553, 246 S.E.2d 564, 566 (1978) [Parke]. Paragraph X of the joint venture agreement in Parke read: \u201cAny and all disputes of any kind under or in connection with this Agreement will be submitted to Mr. Ira Hardin for absolute and final decision.\u201d Id,, at 551, 246 S.E.2d at 565. While the plaintiff contended that the provision was \u201cnot an agreement to arbitrate,\u201d and although Paragraph X did not contain the word \u201carbitration,\u201d the Court held that the intent of the parties was ascertainable from the plain words and clear language of the contract and excluded no dispute from arbitration. Id. at 553-54, 246 S.E.2d at 567. Similarly, Article 13.2 of the Bylaws as further defined by Article 2 \u2014 does not exclude any Member-League dispute from arbitration, and the entire agreement reveals the parties\u2019 intent that the specific dispute at issue here was to be arbitrated by the Board.\nB. Whether The Board\u2019s Role as Arbitrator was Fatal\nAppellants also argue that \u201cthe proceedings before the Board did not constitute arbitration because they did not take place before an impartial, third-party arbitrator.\u201d Instead, the Board, \u201cwhich consists of a representative from each League member,\u201d was the final decision-maker, and Appellants believe that \u201cthe submission of a dispute to one of the parties itself\u2019 negated any understanding that an arbitration occurred.\nParke again informs our analysis. There, the plaintiff contended that Paragraph X was unenforceable as violative of a \u201cgenerally prevailing public policy against permitting one of the parties to a dispute to serve as the arbitrator thereof\u2019 because \u201cMr. Hardin was designated by the parties to be arbitrator, and he [was] the Chairman of the Board of the company that owns [Defendant] Company.\u201d Id. at 554-55, 246 S.E.2d at 567-68. Despite the understanding \u201cthat arbitrators not only be completely impartial but also that they have no connection with the parties or the dispute involved,\u201d the Court noted: \u201cIt is well settled that parties knowing the facts, may submit their differences to any person, whether he is interested in the matters involved or is related to one of the parties, and the award will be binding upon them.\u201d Id. at 555-56, 246 S.E.2d at 568 (internal quotation marks omitted). Observing that the plaintiff \u201chad knowledge of the extent and nature of the relationship\u201d between Defendant and Mr. Hardin at the time the agreement was executed, and where the plaintiff merely assumed that the arbitrator would not be impartial without any evidence to support its belief, this Court was \u201cnot permitted to interfere with the contractual rights of the parties when each was aware and understood the contracts it entered into.\u201d Id. at 557, 246 S.E.2d at 568.\nHere, Article 13.2 of the Bylaws provides that \u201c[a]ny dispute or controversy between any Member and the League arising out of the League Agreements or the breach thereof shall be heard and decided by the Board[,]\u201d and Article 2.10 more particularly delineates said hearing before the Board for disputes involving involuntary termination. There is no indication in the record that Appellants did not know \u201cthe extent and nature of the relationship\u201d between the members of the Board and the League. See Id. Moreover, Appellants do not elaborate on how the Board members could not have been or indeed were not impartial in the performance of their duties as arbitrators of the dispute. They state only that Rapidz\u2019 involuntary termination entitled the League to draw down on its $200,000 letter of credit, but the League would have received nothing if the Board had ruled in Rapidz\u2019 favor. The Board, however, is made up of other teams\u2019 Directors \u2014 and therefore consists of Appellants\u2019 peers \u2014 who may themselves be compelled to arbitrate a similar dispute before the same panel, and it can thus also be presumed that the voting Board members would fairly safeguard each other\u2019s interests. Thus, without more than Appellants\u2019 generalized accusation, \u201cwe are not permitted to interfere with the contractual rights of the parties\u201d where Rapidz voluntarily and willingly agreed to have the Board act as arbitrators when it joined the League. See Id.\nII.\nIn the alternative, Appellants argue that \u201ceven if an arbitration occurred, the trial court erred in granting the League\u2019s Motion to confirm because the arbitration award was not signed or otherwise authenticated by the arbitrators as required by the RUAA.\u201d However, where we have concluded that the proceedings which transpired were intended to be and in fact constituted arbitration, Appellants were required to file a motion to vacate the award or a motion to modify or correct the award under both the RUAA and the FAA if it sought to challenge any of the disputable aspects thereof. See 9 U.S.C. \u00a7\u00a7 10-11 (2009); N.C. Gen. Stat. \u00a7\u00a7 1-569.23-24 (2009). Otherwise, the court properly authorized to confirm the arbitration decision must enter an order confirming the award upon a motion for confirmation by any party to the arbitration. See 9 U.S.C. \u00a7 9 (2009) (\u201cIf the parties in their agreement have agreed that a judgment of the court shall be entered upon the award made pursuant to the arbitration, and shall specify the court, then at any time within one year after the award is made any party to the arbitration may apply to the court so specified for an order confirming the award, and thereupon the court must grant such an order unless the award is vacated, modified, or corrected as prescribed in sections 10 and 11 of this title.\u201d (emphasis added)); N.C. Gen. Stat. \u00a7 1-569.22 (2009) (\u201cAfter a party to an arbitration receives notice of an award, the party may make a motion to the court for an order confirming the award. Upon motion of a party for an order confirming the award, the court shall issue a confirming order unless the award is modified or corrected pursuant to G.S. 1-569.20 or G.S. 1-569.24 or is vacated pursuant to G.S. 1-569.23.\u201d (emphasis added)).\nWhile Appellants argue they \u201cdid not know that the League contended that the hearing was an arbitration until the League filed its Motion,\u201d they certainly knew the League considered its Decision to be an arbitration award when the Motion for confirmation was filed and served. At no time did Appellants seek to file a motion to vacate or modify by writ of certiorari or otherwise, and their motions to dismiss, even if they could be treated as motions to vacate, do not request such relief. Where Appellants did not move to vacate or modify the award based on the alleged irregularity in the form of the award or pursuant to any other statutory grounds therefor, the trial court was required to grant an order confirming the award and did so properly.\nIII.\nAppellants\u2019 final arguments deal solely with Respondents Hall and O\u2019Connor, who contend that the trial court erred in denying their motion to dismiss due to a lack of personal jurisdiction and because they were not parties to the arbitration. However, as found by the Middle District in remanding this case, the League\u2019s Motion to confirm names these two Respondents, who both represented Rapidz at the arbitration hearing, \u201csolely in their representative capacities\u201d as Director and Alternate Director respectively, of the Rapidz baseball team. Canadian Am. Ass\u2019n of Prof\u2019l Baseball, Ltd. v. Ottawa Rapidz, 686 F. Supp. 2d 579, 587 (M.D.N.C. 2010). \u201cBecause both individuals are sued in their representative capacities, therefore, their rights and liabilities in this action are derivative of the entity they represent, Ottawa Rapidz.\u201d Id. Where neither Hall nor O\u2019Connor are personally affected in their individual capacities by the trial court\u2019s judgment and where they make no argument that they were not, in fact, Rapidz\u2019 Director and Alternate Director at the relevant times, or that jurisdiction over Rapidz was lacking, the trial court did not err in denying Hall and O\u2019Connor\u2019s motion to dismiss.\nAffirmed.\nJudges GEER and STEPHENS concur.\n. While Ottawa Professional Baseball, Inc. (OPBI) is not a party to this appeal, the term \u201cRespondents\u201d used hereinafter refers collectively to Appellants and OPBI.\n. While not fatal to our resolution of this appeal, the trial court did not include in its order and judgment any finding as to whether the FAA applies here, and we note that \u201c[t]his is a question of fact, which an appellate court should not initially decide.\u201d Hobbs Staffing Servs., Inc. v. Lumbermens Mut. Cas. Co., 168 N.C. App. 223, 226, 606 S.E.2d 708, 711 (2005).\n. Where any member seeks to withdraw from the League prior to the end of the term set out in its affiliation agreement, it may voluntarily do so after the completion of a season if it can prove \u201cfinancial hardship\u201d to the Board, which requires approval by % of the Directors.\n. Appellants make no argument on appeal as to whether or not they conceded that confirmation of an arbitration award was proper.", "type": "majority", "author": "BEASLEY, Judge." } ], "attorneys": [ "Hendrick Bryant & Nerhood, LLP, by Timothy Nerhood and T Paul Hendrick, for Petitioner-Appellee.", "Kilpatrick Stockton LLP, by Daniel R. Taylor, Jr., Adam H. Chames, and James J. Hefferan, Jr., for Respondent-Appellants Ottawa Rapidz, Rob Hall, and Shelagh O\u2019Connor." ], "corrections": "", "head_matter": "CANADIAN AMERICAN ASSOCIATION OF PROFESSIONAL BASEBALL, LTD. v. OTTAWA RAPIDZ, Former Member of Canadian American Association of Professional Baseball, Ltd., ROB HALL, Former Director of Ottawa Rapidz, SHELAGH O\u2019CONNOR, Former Alternate Director of Ottawa Rapidz, and OTTAWA PROFESSIONAL BASEBALL, INC., as Lessee of the Ottawa Rapidz, Respondents\nNo. COA10-758\n(Filed 21 June 2011)\n1. Arbitration and Mediation\u2014 failure to move to modify or vacate arbitration award \u2014 confirmation of arbitration award proper\nThe trial court did not err in a dispute concerning an arbitration agreement by granting a motion filed by petitioner Canadian American Association of Professional Baseball, Ltd. to confirm an award in an arbitration proceeding. Respondents failed to move to vacate or modify the award based on the alleged irregularity in the form of the award or pursuant to any other statutory grounds.\n2. Arbitration and Mediation\u2014 denial of motion to dismiss proper \u2014 neither respondent personally affected \u2014 no argument jurisdiction lacking\nThe trial court did not err in a dispute concerning an arbitration agreement by denying respondents Hall and O\u2019Connor\u2019s motion to dismiss for lack of personal jurisdiction and because they were not parties to the arbitration. Neither Hall nor O\u2019Connor were personally affected in their individual capacities by the trial court\u2019s judgment and no argument was made that they were not, in fact, respondent Rapidz\u2019s Director and Alternate Director at the relevant times, or that jurisdiction over Rapidz was lacking.\nAppeal by Respondents from order and judgment entered 26 March 2010 by Judge Patrice A. Hinnant in Forsyth County Superior Court. Heard in the Court of Appeals 13 January 2011.\nHendrick Bryant & Nerhood, LLP, by Timothy Nerhood and T Paul Hendrick, for Petitioner-Appellee.\nKilpatrick Stockton LLP, by Daniel R. Taylor, Jr., Adam H. Chames, and James J. Hefferan, Jr., for Respondent-Appellants Ottawa Rapidz, Rob Hall, and Shelagh O\u2019Connor." }, "file_name": "0015-01", "first_page_order": 25, "last_page_order": 35 }