KANSAS CITY ROYALS BASEBALL CORPORATION, Plaintiff, v. MAJOR

LEAGUE BASEBALL PLAYERS ASSOCIATION, Defendant; GOLDEN WEST

BASEBALL COMPANY, et al., Plaintiff-Intervenors

No. 75 CV 712-W-1

UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF

MISSOURI, WESTERN DIVISION

409 F. Supp. 233; 1976 U.S. Dist. LEXIS 16857

February 3, 1976

SUBSEQUENT HISTORY: Memorandumand Order, February 10, 1976, Reported at: 409F. Supp. 233 at 259. Final Judgement and De-cree, February 11, 1976, Reported at: 409 F.Supp. 233 at 262.

JUDGES: John W. Oliver.

OPINIONBY: OLIVER

OPINION: MEMORANDUM OPINIONAND ORDER

JOHN W. OLIVER

I.

This case presents questions concerning thescope and coverage of the arbitration clausecontained in Article X of the 1973 BasicAgreement between the American and NationalLeagues of Professional Baseball Clubs [theClub Owners] and the Major League BaseballPlayers Association [the Players Association].

The case was commenced on October 28,1975 when the Kansas City Royals BaseballCorp. filed its complaint invoking the declara-tory judgment jurisdiction of this Court. Theremaining 23 Major League clubs becameplaintiff-intervenors shortly thereafter. ThePlayers Association, the defendant in this case,

by way of original and amended counterclaim,invoked the independent jurisdiction of thisCourt conferred by § 301 of the Labor-Management Relations Act, as amended, 29U.S.C. § 185, praying that the Club Ownerscomply with the award of an Arbitration Panelwhich, pursuant to agreed procedures in thisCourt, had considered the grievances under thearbitration procedures provided in the collec-tive bargaining agreement between the partiesand had rendered its award on December 23,1975.

The Players Association filed notice ofgrievance No. 75-27 on October 7, 1975 on be-half of John A. Messersmith’s 1974 UniformPlayers Contract with the Los Angeles Dodg-ers.1 A similar grievance was filed in connec-

1 NOTICE OF GRIEVANCE

TO: Player Relations CommitteeFROM: Major League Baseball Players AssociationDATE: October 7, 1975SUBJECT: Grievance No. 75-27 Major League Baseball Players Association and the 24 Major League Clubs

tion with the 1974 Uniform Players Contract ofDavid A. McNally with the Montreal Expos.2

On or about March 10, 1975, the Los An-geles Dodgers renewed the 1974 UniformPlayer’s Contract of John A. Messersmith, pur-suant to paragraph 10 (a) thereof, for the periodof one year.

Paragraph 10 (a) of the Contract provides,in relevant part, as follows:

“. . . If prior to the March 1 next succeedingsaid December 20, the Player and the Clubhave not agreed upon the terms of such con-tract, then on or before 10 days after saidMarch 1, the Club shall have the right by writ-ten notice to the player . .. to renew this con-tract for the period of one year on the sameterms . . .” (Emphasis supplied)

The Uniform Player’s Contract defines“year”, in paragraph 1, as:

“. . . including the Club’s training season,the Club’s exhibition games, the Club’s playingseason, the League Championship Series andthe World Series (or any other official series inwhich the Club may participate and in any re-ceipts of which the Player may be entitled toshare).”

Mr. Messersmith performed for the LosAngeles Club in 1975 under the renewed Con-tract, and, since the Club was not eligible forany official post-season series, he completedthe renewal year on September 28, 1975. As ofSeptember 29, 1975, the specified term of Mr.Messersmith’s renewed Contract having ex-pired, there was no longer any relation betweenthe Los Angeles Club and the player, and Mr.Messersmith became free to negotiate with any

2 NOTICE OF GRIEVANCE

TO: Player Relations CommitteeFROM: Major League Baseball Players AssociationDATE: October 9, 1975SUBJECT: Grievance No. 75-28 Major League Baseball Players Association and the 24 Major League Clubs

of the 24 clubs with regard to his services for1976. However, the clubs, acting through theiragents and representatives, have conspired todeny Mr. Messersmith that right, and havemaintained the position that the Los AngelesClub is still exclusively entitled to his services.

The clubs promptly should be ordered totreat Mr. Messersmith as a free agent, andshould make Mr. Messersmith whole for anydamages he may suffer due to the delay in do-ing so.

On or about March 10, 1975, the MontrealExpos renewed the 1974 Uniform Player’sContract of David A. McNally, pursuant toparagraph 10 (a) thereof, for a period of oneyear.

As of September 29, 1975, the specifiedterm of Mr. McNally’s renewed Contract hav-ing expired, there was no longer any relationbetween the Montreal Club and the player, andMr. McNally became free to negotiate with anyof the 24 clubs with regard to his services for1976. However, the clubs, acting through theiragents and representatives, have conspired todeny Mr. McNally that right, and have main-tained that the Montreal Club is still exclu-sively entitled to his services.

The clubs promptly should be ordered totreat Mr. McNally as a free agent, and shouldmake him whole for any damages he may suf-fer due to the delay in doing so.

This Court conducted its first pretrial con-ference with counsel on November 6, 1975.Subsequent to that conference, the parties en-tered into a stipulation of record which pro-vided as follows:

1. That the scheduled arbitration pro-ceedings should go forward in accordancewith the letter of Mr. Peter Seitz, dated No-vember 3, 1975, to Mr. Marvin J. Miller andMr. John J. Gaherin which anticipates thatthe arbitration panel will afford the parties afull and fair opportunity to present all argu-

ments based on jurisdictional considera-tions;

2. That the arbitration panel shall hearand decide the jurisdictional question and, ifappropriate, proceed and decide the arbitra-tion proceedings on the merits; and

3. That the jurisdictional question maylater be presented to this Court for its deter-mination on the basis of the record made be-fore the arbitration panel, together with anyother relevant and material evidence whicheither side may wish to adduce before thisCourt.

In accordance with that stipulation, the par-ties proceeded to arbitration. Hearings wereheld before an Arbitration Panel composed ofPeter Seitz, Chairman and Impartial Arbitratoragreed upon by the parties; John J. Gaherin,Club Owners’ arbitrator; and Marvin J. Miller,Players Association arbitrator. Hearings wereheld before the Arbitration Panel on November21, 24 and December 1, 1975. Sworn testimonyamounting to 842 pages was presented, to-gether with 97 exhibits introduced as eitherJoint Exhibits, Club Owners exhibits or Playersexhibits. A 61 page Opinion of ImpartialChairman of Arbitration Panel was filed by Mr.Seitz, the Impartial Arbitrator, and the follow-ing award was rendered by the ArbitrationPanel on December 23, 1975, with Mr. Gaherindissenting. The award stated:

AWARD

1. Jurisdiction:

It is found and decided that the Messer-smith and McNally grievances, despite theclaimed effect of the provisions of ArticleXV of the Basic Agreement, are within thescope of the provisions of Article X of theBasic Agreement; and, accordingly, arewithin the duty and the power of the Arbi-tration Panel to arbitrate. The application ofthe leagues, made on jurisdictional or pro-cedural grounds, is denied.

2. The Merits

The grievances of Messersmith andMcNally are sustained. There is no con-tractual bond between these players and theLos Angeles and the Montreal clubs, re-spectively. Absent such a contract, theirclubs had no right or power, under the BasicAgreement, the Uniform Player Contract orthe Major League Rules to reserve theirservices for their exclusive use for any pe-riod beyond the “renewal year” in the con-tracts which these players had heretoforesigned with their clubs.

3. Relief:

The leagues involved in these proceed-ings, without delay, shall take such steps asmay be necessary to inform and instructtheir member clubs that the provisions ofMajor League Rules 4-A(a) and 3(g) do notinhibit, prohibit or prevent such clubs fromnegotiating or dealing with respect to em-ployment with the grievants in this case;also, that Messersmith shall be removedfrom the reserve list of the Los AngelesClub and McNally from the reserve or dis-qualified lists of the Montreal Club.

On the basis of the present record, theArbitration Panel denies the Messersmithand McNally grievances to the extent thattheir respective clubs shall make themwhole for any damage suffered by them inthe exercise of reserve rights to their serv-ices.

The Arbitration Panel retains jurisdictionof the disputes represented by these griev-ances; but only as to the nature and extent ofrelief to which the grievants may be entitledunder this Award.

Prior to the pretrial conference held in thisCourt on January 8, 1976, the parties were di-rected to file appropriate statements of theirrespective positions in regard to this case. Theresponses of both parties, filed as directed onJanuary 7, 1976, revealed that the positions of

all parties in regard to the questions presentedwere in substantial accord. All parties agreed insubstance that two questions are presented forthis Court’s determination: (1) Did the Arbitra-tion Panel have jurisdiction under the provi-sions of the Basic Agreement to hear and de-cide the grievances filed by the Players Asso-ciation on behalf of Messersmith and McNallyand to grant the relief awarded; and (2) is thePlayers Association entitled to an order of thisCourt specifically enforcing the Award of theArbitration Panel in regard to the Messersmithand McNally grievances?3

The Players Association stated in its Janu-ary 7, 1976 response to the Court’s inquiry thatit did not anticipate the necessity of adducingany additional evidence other than the variouspleadings, affidavits and documents filed in thisCourt together with a copy of all the proceed-ings before the Arbitration Panel, including atranscript of the testimony, the documentaryevidence introduced during the arbitration pro-ceedings, and the Opinion of Impartial Chair-man of Arbitration Panel and the Award of theArbitration Panel. The Players Associationstated that it was its position that any evidencewhich is not contained in that data was neitherrelevant nor material to the questions presentlybefore this Court.

The Club Owners tentatively indicated thatthey might wish to adduce a limited amount ofadditional evidence by calling Alexander Had-den, presently secretary-treasurer and generalcounsel in the Office of the Commissioner ofBaseball, but who was previously counsel forthe American League and had participated invarious meetings and negotiations held and

3 The Club Owners statement of the second question

was stated in somewhat more rhetorical language thanthat used by the Players Association. The Club Ownersposed the second question in the following language:

Did the Arbitrator exceed his power in imposinghis own philosophy and personal brand of industrialjustice in disregard of the plain meaning and centuryold practice of the baseball reserve system?

conducted during the 1967-1970 period of col-lective bargaining between the parties. TheClub Owners indicated that they might also callBowie K. Kuhn, Commissioner of Baseball, totestify concerning the meaning, effect, andhistory of the reserve system, and EwingKauffman, owner of the Kansas City Royals, totestify about the meaning and effect of the re-serve system and his reliance thereon as a sub-stantial investor.

Proceedings at the January 8, 1976 pretrialconference established that counsel for bothsides wished to cooperate with each other andwith this Court to eliminate all areas of sub-stantial dispute about any factual circumstanceswhich could be admitted by stipulation. Coun-sel were also agreeable to an attempt to designprocedures under which the questions of lawpresented by the case could be decided in a fairand expeditious manner.4

Further procedures were developed at alater pretrial conference held January 19, 1976,pursuant to which the parties subject to re-served objections to materiality and relevancy,agreed upon the factual accuracy of 73 pro-posed findings of fact which had theretoforebeen submitted by the Club Owners and uponall 18 proposed findings of fact proposed by thePlayers Association. In light of that stipulation,the Club Owners revised their original pro-posed findings of fact and submitted 37 newproposed findings. There is no substantial dis-pute about many of the new findings of factproposed by the Club Owners, although thereare a number of questions of law put in focusby the new proposed findings.

4 The Court reiterates its commendation, frequently

stated of record during the course of this litigation, inregard to all counsel for all parties in this case. The pro-cedures designed, primarily by counsel, but with thegrateful approval of the Court, will serve as a model ofhow unnecessary disputes in regard to factual circum-stances may be eliminated pursuant to the flexible proce-dures provided in the Federal Rules of Civil Procedure.

The Players Association adhered to its po-sition that no additional evidence was neces-sary under the circumstances and reiteratedthat, indeed, any additional evidence would beirrelevant and immaterial. The Club Owners,however, adhered to the position stated in theirresponse filed January 7, 1976, that additionalevidence, both testimonial and documentary,should be received. Accordingly, the matterwas set for plenary evidentiary hearing tocommence January 26, 1976. The record, con-sisting of well over 400 pages taken on January26, 27, and 28, 1976, contains the testimony ofWarren Giles, President Emeritus of the Na-tional League; Marvin J. Miller, Executive Di-rector of the Major League Baseball PlayersAssociation; Richard M. Moss, General Coun-sel for the Players Association; Alexander H.Hadden, formerly general counsel for theAmerican League and presently General Coun-sel in the Office of the Commissioner of Base-ball; and Louis Hoynes, General Counsel forthe National League. The Court also receivedin evidence, primarily by way of stipulation,voluminous exhibits which reflected the trialand appellate procedures incident to the case ofFlood v. Kuhn, 407 U.S. 258, 32 L. Ed. 2d 728,92 S. Ct. 2099 (1972); a copy of the “CellerReport,” a House Report of the Subcommitteeon Monopoly Power, 82nd Cong. 1952; and arecord of numerous arbitration decisions ren-dered pursuant to the grievance proceduresagreed upon by the parties in their various col-lective bargaining agreements.

By reason of the exemplary cooperation ofcounsel, the formal findings of fact which thisCourt deems material and relevant to the ques-tions presented in regard to the labor contro-versy before the Court are agreed to by the par-ties. Additional findings of fact which will bemade elsewhere in this memorandum opinionshall, of course, be considered as findings madepursuant to Rule 52 (a) of the Federal Rules ofCivil Procedure.

II.

On January 16, 1976, the Players Associa-tion proposed 18 separate findings of fact.Paragraphs 74 through 91, inclusive, of thestipulation subsequently entered into by theparties are stated in exactly the same languageas that contained in the Players Association’soriginal proposed findings. The stipulation, ofcourse, reserved objections as to relevancy andmateriality. We find and conclude that all 18 ofthe Players Associations’ proposed findings arerelevant and material. We accordingly make thefollowing 18 findings in the language stipulatedby the parties:5

1. The plaintiff and plaintiffs-intervenorsare employers in an industry affecting com-merce.

2. The defendant Major League BaseballPlayers Association is a labor organization,within the meaning of 29 U.S.C. § 152(5) rep-resenting employees in an industry affectingcommerce.

3. The defendant Major League BaseballPlayers Association is the sole and exclusivebargaining agent for all Major League BaseballPlayers including those of the plaintiff andplaintiffs-intervenors.

4. The defendant Association, and its offi-cers and/or agents, are engaged in representingits members within the geographical limits ofthis federal judicial district.

5. Exhibit A to the Original Complaint ofplaintiff Kansas City Royals Baseball Corpora-tion is a true and accurate copy of the collectivebargaining agreement in effect, to which allparties to this litigation are signatory, at thetime this litigation was commenced by plaintiff.

6. On October 7 and 9, 1975, respectively,the defendant Association filed two grievances,

5 We have renumbered the paragraphs as they appear

in the stipulation, our finding No. 1 appears as stipulationparagraph 74; our No. 2 is stipulation paragraph 75; etc.,and in sequence.

identified as Grievance No. 75-27 and Griev-ance No. 75-28.

7. True and accurate copies of said griev-ances are attached to the original complaint ofthe plaintiff Kansas City Royals Baseball Cor-poration, as Exhibits B and C thereto.

8. True copies of said grievances were alsoentered into evidence before the arbitrationpanel as Joint Exhibits 1 and 2.

9. The defendant Association affirmativelyasserts and contends that the grievances at issuemust be resolved in arbitration under the col-lective bargaining agreement.

10. The plaintiff and plaintiffs-intervenorsassert that the grievances involved are not thesubject of the grievance and arbitration provi-sions contained in the collective bargainingagreement.

11. There is a substantial and continuingcontroversy between the plaintiff and plaintiffs-intervenors on the one hand, and the defendantAssociation on the other hand, concerning thearbitrability under the collective bargainingagreement of the grievances involved, theplaintiff and plaintiffs-intervenors contendingthat said grievances are not arbitrable under theagreement, and the defendant Association con-tending that said grievances are subject to thegrievance and arbitration provisions of the col-lective bargaining agreement.

12. On November 14, 1975, the parties tothis proceeding entered into a stipulation andagreement which is on file with this Court, bywhich the grievances at issue were to proceedto arbitration. That stipulation provides as fol-lows:

1. That the scheduled arbitration pro-ceedings should go forward in accordancewith the letter of Mr. Peter Seitz, dated No-vember 3, 1975, to Mr. Marvin J. Miller andMr. John J. Gaherin which anticipates thatthe arbitration panel will afford the parties afull and fair opportunity to present all argu-

ments based on jurisdictional considera-tions;

2. That the arbitration panel shall hearand decide the jurisdictional question, and,if appropriate, proceed and decide the arbi-tration proceedings on the merits; and

3. That the jurisdictional question maylater be presented to this Court for its de-termination on the basis of the record madebefore the arbitration panel, together withany other relevant and material evidencewhich either side may wish to adduce beforethis Court.

13. Pursuant to the above stipulation, thegrievances at issue in this proceeding were pre-sented to the Arbitration Panel on November21, 1975, November 24, 1975, and December1, 1975.

14. The proceedings before the ArbitrationPanel are fully and completely reflected in thetranscript of the proceeding before the Arbitra-tion Panel on each of the above dates, which isbefore this Court by stipulation of the parties,which included Joint Exhibits 1-9; Players Ex-hibits 1-18 and Clubs Exhibits 1-72.

15. On December 23, 1975, the opinion ofthe Impartial Chairman of the Arbitration Panelwas issued, and the Award of the ArbitrationPanel was issued. A true and accurate copy ofsaid opinion and Award have by stipulation andagreement of the parties been entered into therecord of this case.

16. It is currently the position and conten-tion of plaintiff and plaintiffs-intervenors thatthe decision and Award of the Arbitration Panelshould be vacated and set aside by this Court.

17. The defendant Association requests, byway of its First Amended Counterclaim that theplaintiff and plaintiffs-intervenors be specifi-cally ordered and directed by this Court tocomply in all particulars with the Award of theArbitration Panel.

18. The plaintiff and plaintiffs-intervenorswill not comply with the Award of the Arbitra-tion Panel unless and until compelled to do soby order of this Court.

The stipulation of the parties reflects thatparagraphs 1 through 73 of that stipulation areproposed findings of fact as suggested by theClub Owners which the Players Associationagrees are true but which the Players Associa-tion contends are not relevant or material to anyissue present in this case. Except for the ClubOwners proposed findings which in substanceduplicate those proposed by the Players Asso-ciation (paragraphs 1 through 4, inclusive, 36and 39 of the stipulation of facts), we find andconclude that all of the remainder of the ClubOwners’ proposed findings, other than those tobe presently stated, are neither relevant normaterial to any question before the Court.

Accordingly, we expressly refuse to makeany of the findings proposed by the Club Own-ers, as they appear in the stipulation of the par-ties, except those stated in paragraphs 43, 45,46, 47, 62, 63, 63 (a), 64, 71, 72, 73, and 38.We make those findings stipulated in thoseparticular paragraphs of the stipulation for thepurpose of stating the background of the col-lective bargaining between the parties whichled to the 1968, 1970, and 1973 Basic Agree-ments to which the parties have made referencein their respective legal arguments. We ac-cordingly make the following additional find-ings in the language stipulated by the parties:6

19. In 1968, 1970 and 1973 three BasicAgreements were entered into between the As-sociation and the clubs.

6 Our findings are renumbered in the same manner

as followed in connection with our acceptance of thePlayers Association’s proposed findings. The sequence,however, follows the same order as the paragraphs of thestipulation earlier identified. In other words, our finding19 is stipulation paragraph 45, and our finding 20 isstipulation paragraph 46, etc., and in sequence.

20. The first Basic Agreement was executedon February 19, 1968.

21. Article VIII of the 1968 Basic Agree-ment provided as follows:

ARTICLE VIII -- Joint Studies

The parties shall review jointly the mat-ters of (a) length of the championship sea-son and (b) possible alternatives to the re-serve clause as now constituted.

The joint review of the matter of thelength of the championship season shallcommence as early as practicable and shallbe completed prior to the drawing up of thepreliminary schedules for 1969.

The joint review of the reserve clauseshall be completed prior to the terminationdate of this Agreement.

Subject to Article III, Section B, it ismutually agreed that the Clubs shall not beobligated to bargain or seek agreement withthe Players Association on either of theabove matters during the term of thisAgreement.

22. Subsequent to the execution of the 1968Basic Agreement three meetings between theparties took place pursuant to clause (b) of thefirst paragraph of Article VIII.

23. A second Basic Agreement was exe-cuted on May 21, 1970 between the Clubs andthe Association.

24. The 1970 Basic Agreement containedthe following provision in Article XIV withrespect to the Reserve System:

ARTICLE XIV -- Reserve System

Regardless of any provision herein to thecontrary, this Agreement does not deal withthe reserve system. The parties have differ-ing views as to the legality and as to themerits of such system as presently consti-tuted. This Agreement shall in no wayprejudice the position or legal rights of the

Parties or of any Player regarding the re-serve system.

25. The necessity of Article XIV to the As-sociation was suggested by Arthur Goldberg,counsel in the Flood litigation, in order to avoidany possibility of prejudicing the Flood litiga-tion as a result of the Association being chargedwith having agreed to the reserve system:

26. The 1970 Basic Agreement also con-tained the following Article relating to Man-agement’s rights:

ARTICLE XV -- Management Rights

Nothing in this Agreement shall be con-strued to restrict the rights of the Clubs tomanage and direct their operations in anymanner whatsoever except as specificallylimited by the terms of this Agreement.

27. On February 25, 1973, the Associationand the Clubs entered into a new Basic Agree-ment.

28. Article XV of the 1973 Basic Agree-ment provided as follows:

ARTICLE XV -- Reserve System

Except as adjusted or modified hereby,this Agreement does not deal with the re-serve system. The Parties have differingviews as to the legality and as to the meritsof such system as presently constituted. ThisAgreement shall in no way prejudice the po-sition or legal rights of the Parties or of anyPlayer regarding the reserve system.

During the term of this Agreement, nei-ther of the Parties will resort to any form ofconcerted action with respect to the issue ofthe reserve system, and there shall be noobligation to negotiate with respect to thereserve system.

29. Article XVI of the 1973 Basic Agree-ment provided as follows:

ARTICLE XVI -- Management Rights

Nothing in this Agreement shall be con-strued to restrict the rights of the Clubs tomanage and direct their operations in anymanner whatsoever except as specificallylimited by the terms of this Agreement.

30. The Major League Rules in 1966 in-cluded the following:

Rule 4-A

Reserve Lists

(a) FILING. On or before November 20in each year, each Major League Club shalltransmit to the Commissioner and to itsLeague President a list of not exceedingforty (40) active and eligible players, whomthe club desires to reserve for the ensuingseason; and also a list of all its players whohave been promulgated as placed on theMilitary, Voluntarily Retired, Restricted,Disqualified, Suspended or Ineligible Lists;and players signed under Rule 4 who do notcount in the club’s under control limit. On orbefore November 30 the League Presidentshall transmit all of said lists to the Secre-tary-Treasurer of the Executive Council,who shall thereupon promulgate same, andthereafter no player on any list shall be eli-gible to play for or negotiate with any otherclub until his contract has been assigned orhe has been released.

(b) SALARY UNPAID. A club shallhave no right to reserve a player to whom itis indebted for arrears in salary as to whichno bona fide undecided dispute exists; andupon application by any such player, theCommissioner may remove such player’sname from the Reserve List and declare hima free agent.

(c) RETIRED, RESTRICTED, DIS-QUALIFIED OR INELIGIBLE PLAYERS.A player reserved for two (2) consecutiveyears on the Voluntarily Retired, Restricted,Disqualified or Ineligible Lists shall beomitted from future Reserve Lists but shallnot be eligible until first reinstated in accor-

dance with Rule 16, Major League Rules,and upon such reinstatement, he shall be re-stored to the Active List of the club withwhich connected when he retired or becameineligible.

* * *

Rule 15

RESTRICTED, DISQUALIFIED ANDINELIGIBLE LISTS

(a) RESTRICTED LIST. If, withoutpermission from his club a player fails,within ten (10) days of the opening of hisclub’s championship season, to report to, orcontract with, his club, he may be reportedby the club to the Commissioner, if a MajorLeague player, or to the President of theNational Association, if a National Associa-tion player, for placement on the “RestrictedList.” A player on the Restricted List shallnot be eligible to play for any Major Leagueor National Association Club until he is re-instated.

(b) DISQUALIFIED LIST. A playerwho violates his contract or reservation maybe reported to the Commissioner, if a MajorLeague player, or to the President of theNational Association, if a National Associa-tion player, for placement on the “Disquali-fied List.” A player on the Disqualified Listshall not be eligible to play with any MajorLeague or National Association Club untilreinstated.

(c) INELIGIBLE LIST

(1) A PLAYER OR OTHER PERSONfound guilty of misconduct or other actsmentioned in Professional Baseball Rule 21,or convicted of a crime involving moral tur-pitude, may be placed on the “IneligibleList” by the Commissioner, if associatedwith a Major League or Major League Club,or by the President of the National Associa-tion, if associated with a National Associa-tion League or a National Association Club.

A player or other person on the IneligibleList shall not be eligible to play or associatewith any Major League or National Asso-ciation Club until reinstated. No applicationfor reinstatement from the Ineligible Listmay be made until after the lapse of one (1)year from the date of placement on the In-eligible List.

* * *

(e) PLAYER STATUS. A player on theRestricted, Disqualified, Voluntarily Retiredor Ineligible List shall not be tendered acontract. A player on the Restricted, Dis-qualified or Ineligible List shall not (1) beunconditionally released, and (2) shall notbe entitled to salary, while on any such list,nor after reinstatement from any such listuntil such date (not exceeding thirty (30)days after reinstatement) as he is in condi-tion to participate in championship games tothe satisfaction of his club.

* * *

(g) RESERVATIONS. A player on theRestricted, Disqualified or Ineligible Listmay be reserved as such for two (2) con-secutive years, at the expiration of which heneed not be reported on the club’s annualReserve List and will automatically be trans-ferred to a General Restricted List, GeneralDisqualified List or General Ineligible List.

* * *

Rule 3

* * *

(g) TAMPERING. To preserve disciplineand competition, and to prevent the entice-ment of players, coaches, managers and um-pires, there shall be no negotiations or deal-ings respecting employment, either presentor prospective, between any player, coach ormanager and any club other than the clubwith which he is under contract or accep-tance of terms, or by which he is reserved,or which has the player on its Negotiation

List, or between any umpire and any leagueother than the league with which he is undercontract or acceptance of terms, unless theclub or league with which he is connectedshall have, in writing, expressly authorizedsuch negotiations or dealings prior to theircommencement.

We reject the Club Owners’ proposed find-ings as they appear in paragraphs 5 through 32(a) for the reason that those proposed findingsrelate generally to the manner in which theowners of baseball clubs unilaterally operatedtheir business from 1879 through approxi-mately the end of World War II. The Panel con-sidered all that historical material. Those fac-tual circumstances, however, are not relevant ormaterial to the determination of the legal ques-tions presented in this case.

There can be no doubt, of course, that theClub Owners’ apparent preoccupation with howbaseball clubs were operated in the 19th Cen-tury and before the year 1968, when, by reasonof the 1968 Basic Agreement, the Club Ownersas employers and the players as employees bothbecame subject to Section 203 (d) of the Labor-Management Relations Act, 29 U.S.C. § 173(d), upon which the applicable federal law andpolicy favoring arbitration of labor disputes isgrounded, may have affected the willingness ofparticular Club Owners to recognize the quitefundamental differences between those two pe-riods of baseball history. But even if that quitespeculative circumstance be assumed to be true,an assumption which we need not and do notmake, the history of how club owners may haverun their business in the 19th Century and thatportion of the 20th Century before they enteredinto a collective bargaining agreement with arecognized labor organization representing itsemployees simply is not relevant or material tothe determination of the legal questions pre-sented in this case.

We reject findings 33 through 37 (a), inclu-sive, and 49 through 61, inclusive, paragraphsof the stipulation which relate to the Flood v.

Kuhn litigation, for the reason that we find andconclude that the Club Owners’ “Res Judicata-Preclusion; Inconsistent Positions” argument,as stated in its various briefs filed in this Court,is not tenable as a matter of law. We likewisefind and conclude that paragraphs 65, 66, and69 relating to what Mr. Miller stated in testi-mony before the Congress in 1972, what hesaid in a speech to the City Club in Clevelandon February 6, 1972, and what he said during aradio interview on December 24, 1972, cannot,as a matter of law, be considered to be relevantor material to any legal question presented inthis case.

The remaining paragraphs, which need notbe referred to specifically by number, relate tovarious preliminary proposals or statementsmade at one of the three Joint Study meetingsor during one of the negotiating sessions inconnection with some Basic Agreement, even-tually reduced to final form, and they cannot beconsidered for the purpose of altering or vary-ing the language which appears on the face ofthe 1973 Basic Agreement. See Local UnionNo. 787 v. Collinns Radio Co., (5th Cir. 1963)317 F.2d 214, a case which the Club Ownerscite and rely upon as stating their view of theparol evidence rule. See also Club Owners’ de-finitive statement of their position in regard tothe parol evidence rule on page 99 of the tran-script in this Court: “The Club Owners’ posi-tion is that the contract is clear on its face, thatour position is that parol evidence is not re-quired to interpret. Now, that’s our position.”Counsel for the Club Owners agreed that theirposition was substantially reflected by CollinsRadio, just cited. See page 100 of the transcriptof proceedings in this Court.

We turn now to the Club Owners’ proposedfindings of fact which were not included in thestipulation of facts.

III.

Many of the Club Owners’ 37 final pro-posed findings of fact which were not includedin the stipulation of the parties, generally

speaking, are directed to the same subject mat-ter already discussed in regard to our rejectionof the Club Owners’ proposed findings as con-tained in particular paragraphs of the stipula-tion. For example, paragraphs 1 through 6 ofthe Club Owners’ unstipulated proposed find-ings request that we accept particular broad andquite indefinite conclusions stated in the 1952Celler Report, prepared long before the PlayersAssociation became the recognized bargainingagent representing players employed by thepresently existing Major League Clubs.7

Paragraphs 9 through 12, inclusive, para-graphs 16 through 19, inclusive, and para-graphs 25 and 26, all relate to details of theFlood litigation and are rejected for the reasonsheretofore stated in connection with the Floodparagraphs contained in the stipulation.

While we find and conclude that the re-maining paragraphs in the Club Owners’ pro-posed findings are irrelevant and immaterial toany question of law presented in this case, webelieve it appropriate, in light of the almost in-evitable appeal which will follow this Court’sdecision, to add a word concerning the remain-der of the Club Owners’ proposed findingswhich are not stipulated.

We reject Club Owners’ proposed findings7 and 8, which suggest that we find that sincethe adoption of the first reserve rule in 1878, all

7 Indeed, the Celler Report was prepared before the

Major League Baseball Players Association was evenorganized. The New York Times Book of Baseball His-tory, at page 175, contains a reprint of an AP story pub-lished in the July 13, 1954 New York Times which re-ported the conversion of a players’ representatives group,organized informally in 1946 and known as a “players’fraternity,” into the association which later, in 1968, be-came the recognized bargaining agent under federal lawfor all Major League baseball players. The newspaperstory was carried under a headline and a subhead which,looking back over less than a quarter of the 20th Centuryof baseball history, somewhat ironically stated: “PLAY-ERS ORGANIZE AND RETAIN LEWIS. But AttorneyDenies Major League Representatives Have Formed aUnion.”

subsequent forms of reserve rules “have alwaysbeen applied and administered independently ofany contractual relationship the Club mighthave with the Players.” Proposed finding 8would have us find that since the 1903 PeaceCompact, the Clubs of the American and Na-tional Leagues “have agreed among them-selves” that each of those clubs “had a career-long right (absent assignment or release) asagainst the other League clubs to deal exclu-sively with the players reserved by each club.”

We reject both of those findings for the rea-son that the rights of the parties in this case arenot controlled by what may have been the uni-lateral practice of owners from 1878 to thesigning of the 1968 Basic Agreement. In thiscase, the rights of the parties are controlled bythe 1973 Basic Agreement, which expresslyprovides in Article III for the form of a Uni-form Players Contract “between a Club and aplayer . . . attached hereto as Schedule A,which is incorporated herein by reference andmade a part hereof.”

Paragraph 9 (a) of that Uniform PlayersContract provides that “the Club and the Playeragree to accept, abide by and comply with allprovisions of the Major League Agreement, theMajor League Rules, the Rules or Regulationsof the League of which the Club is a member,and the Professional Baseball Rules, in effecton the date of this Uniform Players Contract,which are not inconsistent with the provisionsof this contract or the provisions of any agree-ment between the Major League Clubs and theMajor League Baseball Players Association . ..”

Factual circumstances which relate to thepractices which may have been followed inconnection with reserve rules agreed upon uni-laterally by baseball clubs in existence in 1878,and practices followed under other unilateralagreements between the then-existing clubs ofthe American and National Leagues which mayhave been entered into since the 1903 PeaceCompact, simply are not relevant or material in

determining the legal rights and obligations ofthe parties under the 1973 Basic Agreement.That agreement is governed by the same federallaw applicable to any other collective bargain-ing agreement between employers engaged inan industry affecting commerce and a recog-nized labor organization representing employ-ees in that industry. The fact that the employeeshappen to be baseball players and the industryhappens to be business organizations owningbaseball clubs does not permit the applicationof a different rule of law than that applicable toall employers and all recognized labor organi-zations in any other industry which affectscommerce. The fact that the owners of theMajor League baseball clubs are, by reason ofSupreme Court decision, exempt from the An-titrust laws of the United States does not meanthat they, or their employees, are exempt fromother federal law applicable to industries whichaffect commerce.

The Club Owners’ proposed findings 13,14, 15, 22, 23, 24, 27, 28, 29, and 30, all relatein one way or another to the Club Owners’ ar-gument that the words “Reserve System” had adefinite meaning which was understood andagreed upon by the parties and that suchmeaning must be read into Article XV of the1973 Basic Agreement. Those findings also,somewhat inconsistently, proposed that we findthat the words “Reserve System” also must beconsidered as having a synonymous meaningwith what the Club Owners refer to as the“core,” or “heart,” or “guts” of “Baseball’s ca-reer-long player control mechanism,” whateverthose words might mean.

In regard to proposed finding 13, we couldfind, if relevant and material, that Mr. Carroll,then counsel for the National League, may havemade some statement on April 24, 1969, con-cerning the Celler Committee in 1951 generallyaccepted as the meaning of the “reserve clause”as including “(1) renewal option; (2) reservelist; and (3) no tampering rule . . . [and] manyother [unidentified] rules [such as] options,waivers, etc.” We could find, if relevant and

material, that those opening remarks were madeat the first meeting of the 1969 Joint Studymandated by the 1968 Basic Agreement as re-corded by the Hadden Notes.

We could not, however, find that thosewords in any way reflected an agreed under-standing between the parties at any time as towhat might be meant by the words “ReserveSystem” as those words were subsequentlyused in Article XIV in the 1970 Basic Agree-ment and as they were used in Article XV ofthe 1973 Basic Agreement. Although we madespecific inquiry, we have never been able tounderstand either the factual argument or thelegal argument which is based upon some sortof distinction which exists in the Club Owners’minds between the “core,” the “heart,” or the“guts” of the Reserve System, the “periphery”of the Reserve System, and the “Reserve Sys-tem” itself.8

On the basis of the evidence adduced beforethe Arbitration Panel, where the same argumentwas made and rejected, and on the basis of evi-dence introduced at the plenary evidentiaryhearing conducted in this Court, we find andconclude that the words “Reserve System,” asused in Article XV of the 1973 Basic Agree-ment, and as used in Article XIV of the 1970Basic Agreement, or as used in any otherdocument which could be said to be a part ofthe collective bargaining agreement betweenthe parties, never acquired the status of “words

8 The record in this case establishes that many pro-

posals made by the Players Association, which no onehas contended could conceivably involve even the “pe-riphery” of the “Reserve System” were rejected by theClub Owners because discussion of such a nonreservesystem proposal would “affect the bloodstream of theindustry.” See page 155 of Mr. Hadden’s notes of Mr.Gaherin’s report of the reaction concerning the PlayersAssociation proposal in regard to the scheduling ofgames, clearly a matter unrelated to the “Reserve System“. Mr. Gaherin reported that the Club Owners had been“astounded at the magnitude” of the proposal which theybelieved would “affect the bloodstream of the industryand its income.”

of purchase” and were never the subject of anyagreed meaning as understood by the parties tothe collective bargaining agreement.

We expressly find that the testimony bothbefore the Arbitration Panel and that independ-ently introduced before this Court, in whichvarious witnesses attempted to refresh theirrecollections concerning various cryptic notesmade contemporaneously at various negotiat-ing sessions, is not sufficient to carry the bur-den of establishing the Club Owners’ proposedfindings in regard to an established meaning ofthe words “reserve system” by the weight ofthe credible evidence. Indeed, we expresslyfind that the weight of the credible evidencesupports a finding directly contrary to the ClubOwners’ proposed findings in this area.

We reject the Club Owners’ proposed find-ings 20 and 21 for the reason that we wouldfind as a fact that neither Marvin Miller nor anyother representative of the Players Associationacquiesced in either the “reserve system” orthat the Players Association in any way agreedthat Article XIV of the 1970 Basic Agreementor Article XV of the 1973 Basic Agreementwas to be considered as an exclusionary clausewhich would bar the bringing of any grievancewhich could properly be considered under theprovisions of Article X of the 1970 and 1973Basic Agreements.

Proposed findings 31, 32, 35, and 36 in-volve mixed questions of fact and law whichare rejected for the reasons we shall later statein our discussion of the legal questions pre-sented. Club Owners’ proposed findings 33 and34 relate to the position taken by the parties inconnection with other grievances heard pursu-ant to the arbitration clauses contained in the1970 and 1973 Basic Agreements. Those like-wise will be discussed hereinafter.

IV.

The Club Owners, on page 7 of their finaltrial brief, cite Gateway Coal Co. v. UnitedMine Workers, 414 U.S. 368, 38 L. Ed. 2d 583,

94 S. Ct. 629 (1974), to support their argumentthat the principles stated in the Steelworkerstrilogy,9 handed down by the Supreme Court in1960, are somehow not applicable to this case.We agree that United Mine Workers is the latestcontrolling decision of the Supreme Court. Wedisagree that what was said in that case didanything other than reaffirm the principles ar-ticulated in the Steelworkers trilogy.

The question presented in United MineWorkers was whether a separate provision inthe collective bargaining agreement, outside thearbitration clause, when considered in light of §502 of the Labor Management Relations Act,29 U.S.C. § 143, could properly be construed toexclude mine safety disputes which might en-danger the lives of the miners from the cover-age of the general arbitration clause in theagreement. The District Court held that theprinciples stated in the Steelworkers trilogy ap-plied and ordered arbitration. The Third Circuitreversed, 466 F.2d 1157. The Supreme Courtdetermined that the District Court was right inthe first place in applying the usual federalpolicy favoring arbitration of labor disputes,even though the questions concerned the safetyof men in the mines.

Mr. Justice Powell, speaking for all mem-bers of the Court except Mr. Justice Douglas,the sole dissenter,10 concluded on the facts that

9 United Steelworkers of America v. American Mfg.Co., 363 U.S. 564, 4 L. Ed. 2d 1403, 80 S. Ct. 1343(1960); United Steelworkers of America v. Warrior &Gulf Navigation Co., 363 U.S. 574, 4 L. Ed. 2d 1409, 80S. Ct. 1347 (1960); and United Steelworkers of Americav. Enterprise Wheel & Car Corp., 363 U.S. 593, 4 L. Ed.2d 1424, 80 S. Ct. 1358 (1960).

10 Mr. Justice Douglas, of course, was the author ofall three of the Court’s opinions in the 1960 Steelworkerstrilogy. His 1974 dissenting opinion in United MineWorkers stated that “It is, of course, clearly establishedthat because of congressional policy favoring arbitrationof labor disputes, a general arbitration provision, asfound in the agreement here in question, is broadly con-strued [citing the Steelworkers trilogy]. This policy isgrounded, as the majority points out, in the expression ofpolicy by the Labor Management Relations Act.” [414

the arbitration clause involved in the collectivebargaining agreement “appears sufficientlybroad to encompass the instant dispute . . . Onits face, this contractual language admits ofonly one interpretation: that the agreement re-quired the union to submit this dispute to arbi-tration for resolution by an impartial umpire.”[Id. at 376 (emphasis ours)]. The Court thenstated that the Third Circuit had attempted toplace a limitation upon the established federalpresumption of arbitrability on the theory thatsuch presumption was overcome by a publicpolicy against forcing miners to stake theirlives on the judgment of an arbitrator, howeverimpartial he may be. In stating its disagreementwith the Third Circuit, the Supreme Court con-cluded that:

The federal policy favoring arbitrationof labor disputes is firmly grounded in con-gressional command. Section 203(d) of theLabor Management Relations Act, 29U.S.C. § 173(d), states in part:

Final adjustment by a method agreedupon by the parties is declared to be the de-sirable method for settlement of grievancedisputes arising over the application or in-terpretation of an existing collective-bargaining agreement.

In the Steelworkers trilogy, this Courtenunciated the now well-known presump-tion of arbitrability for labor disputes:

An order to arbitrate the particulargrievance should not be denied unless itmay be said with positive assurance that thearbitration clause is not susceptible of aninterpretation that covers the asserted dis-pute. Doubts should be resolved in favor ofcoverage. United Steelworkers of Americav. Warrior & Gulf Navigation Co., 363 U.S.

U.S. at 390-91] It is therefore obvious that all membersof the Court, including Mr. Justice Douglas, agreed withwhat Mr. Justice Powell said in that portion of UnitedMine Workers, which we shall later quote in the text.

574, 582-583, 4 L. Ed. 2d 1409, 80 S. Ct.1347 (1960).

The Court also elaborated the basis for thispolicy. It noted that commercial arbitration andlabor arbitration have different objectives. Inthe former case, arbitration takes the place oflitigation, while in the latter “arbitration is thesubstitute for industrial strife.” Id., at 578. Acollective-bargaining agreement cannot defineevery minute aspect of the complex and con-tinuing relationship between the parties. Arbi-tration provides a method for resolving the un-foreseen disagreements that inevitably arise.[Id. at 377-78]

The Supreme Court concluded that “‘thepresumption of arbitrability’ announced in theSteelworkers trilogy applies to safety disputes,and that the dispute in the instant case is cov-ered by the arbitration clause in the parties’collective-bargaining agreement.” [Id. at 379-380]

Footnote 10, appended to the sentence justquoted from United Mine Workers, shows thatthe party resisting arbitration in that case, as theClub Owners resist arbitration in this case, ar-gued that another provision in the collective-bargaining agreement outside the arbitrationclause should be read to limit the jurisdiction ofthe impartial arbitrator and therefore excludethe dispute from arbitration. In rejecting thatnotion, the Court stated:

The Court of Appeals also found supportfor its refusal to order arbitration in § (e) ofthe collective-bargaining agreement. Section(e) provides for an employee mine safetycommittee empowered to inspect mine fa-cilities and equipment and to report itsfindings to the management. If the commit-tee finds an “immediate danger,” it maymake a binding recommendation to removeall workers from the unsafe area.

Although the Court of Appeals did notstate that § (e) was an express exception tothe arbitration clause, it evidently believed

that the section created an ambiguity in theagreement which had to be resolved againstarbitrability. However, as the Court stated inUnited Steelworkers of America v. Warrior& Gulf Navigation Co., supra, “[doubts]should be resolved in favor of coverage.”363 U.S. at 583. Thus, “[in] the absence ofany express provision excluding a particulargrievance from arbitration, we think onlythe most forceful evidence of a purpose toexclude the claim from arbitration can pre-vail, particularly where, as here, the exclu-sion clause is vague and the arbitrationclause quite broad.” (Id., at 584-585). Since§ (e) clearly does not constitute an expressexception to the arbitration clause, it followsthat the safety dispute in the instant casemust be deemed to fall within the broad ar-bitration clause. [Id. footnote 10]

The Supreme Court reiterated in UnitedMine Workers well-established and familiarprinciples of federal labor law of at least fifteenyears standing when it decided that case in1974. Those principles require all lower federalcourts, and all parties to collective-bargainingagreements made by employers and employeesengaged in a business which affects commerce,to recognize that (1) the federal policy whichfavors arbitration of labor disputes is groundedin the command of Section 203 (d) of the LaborManagement Relations Act; (2) that principlesapplicable to commercial arbitration, whichseek only to avoid litigation, are different fromthose applicable to labor arbitration, whichprovide a substitute for industrial strife; (3) thatthe Steelworkers trilogy enunciated what isnow an established presumption of arbitrabilityof all labor disputes and grievances which canbe said to be within the coverage of a particulararbitration clause; (4) that an order to arbitratemay not properly be denied unless it may besaid with positive assurance that the arbitrationclause is not susceptible of an interpretationthat covers the asserted dispute; (5) that doubtsshould be resolved in favor of coverage by anarbitration clause; (6) that any ambiguity which

may be said to be created by some clause in acollective bargaining agreement which appearsoutside the arbitration clause itself may notproperly be resolved against arbitrability; (7)that in the absence of any express provisionexcluding a particular grievance from arbitra-tion, the Supreme Court requires that a party toa collective bargaining agreement who seeks toresist arbitration be under a duty to establish apurpose to exclude the claim by the most force-ful evidence; and (8) that the forceful evidencerule is particularly applicable where the exclu-sion clause is vague and the arbitration clausequite broad.

We find and conclude under the particularcircumstances of this case (a) that the arbitra-tion clause set forth in Article X of the control-ling 1973 Basic Agreement is quite broadwithin the meaning of the principles reiteratedin United Mine Workers; (b) that consistentwith, but not governed by, the finding of Im-partial Arbitration Chairman Seitz, Article XVis not an express provision which can properlybe said to exclude the particular grievances in-volved in this case; (c) that Article XV cannotproperly be considered an exclusion clause atall; (d) that even if it could be assumed for pur-poses of argument that Article XV could besaid to be a vague clause, a finding and conclu-sion which we expressly reject, the Club Own-ers have not adduced any forceful evidence toestablish a purpose to exclude the grievancesinvolved in this case; indeed, if it were appro-priate to make a finding in regard to such aquestion, we would find and conclude that theweight of the credible evidence establishes thatthe parties did not, in fact, establish a purposeto exclude the Messersmith and McNallygrievances from the scope and coverage of thearbitration clause agreed upon in Article X ofthe 1973 Basic Agreement.

In response to a direct question by theCourt to both parties in regard to “whether inthe absence of Article XV, the Messersmith andMcNally grievances would have been withinthe scope and coverage of the Arbitration

Clause as agreed to in Article X of the 1973Basic Agreement” [Tr. 95-96], the Club Own-ers, after giving the question full considerationover a noon recess, candidly stated that it wasthe Club Owners’ position that “assuming thatArticle XV was not in the agreement . . . weagree that the grievances submitted by Messer-smith and McNally would have been within theterms of [Article X].” [Tr. 100]11 It is thereforeapparent that we must, under the mandate ofthe principles enunciated in United MineWorkers, find and conclude that the presump-tion of arbitrability is applicable to this case,and that appropriate recognition must be givento the undisputed and conceded fact that theMessersmith and McNally grievances are infact covered by the language of Article X of the1973 Basic Agreement, and that it thereforecannot be said that the arbitration clause is notsusceptible of an interpretation that covers thegrievances involved in this case. We furtherfind and conclude that no ambiguity is createdby the language of Article XV of the 1973 Ba-sic Agreement and that even if it could be saidthat some sort of an ambiguity is present in thiscase, any doubt created by an assumed ambi-guity must be resolved in favor of coverage.

Application of established principles offederal labor law requires that we find and con-clude that the parties were under obligation tosubmit the Messersmith and McNally griev-ances to arbitration, and that the ArbitrationPanel established under Article X of the 1973Basic Agreement had jurisdiction to hear anddecide the grievances.

V.

11 The Players Association, of course, was of the

same view [Tr. 104-105]. In its response to the Court’squestion, counsel for the Players Association accuratelypointed out that the Club Owners, on pages 723-724 ofthe transcript of the proceedings before the ArbitrationPanel, conceded that except for their Article XV argu-ment, the grievances were clearly within the coverage ofArticle X.

The second question presented to this Courtis whether, as prayed for in its amended coun-terclaim, the Players Association is entitled toan order specifically enforcing the Award of theArbitration Panel. As may be noted in footnote3, the Club Owners’ statement of the secondquestion did not relate directly to the prayer ofthe Players Association’s amended counter-claim. Rather, the Club Owners’ position in re-gard to the second question implicitly assumesthat this Court has power to set aside theAward, decide the Messersmith and McNallygrievances on the merits, and, in effect, enter anew award consistent with the Club Owners’interpretation and construction of paragraph 10(a) of the Uniform Players Contract.

Consistent with that implicit assumption,the Club Owners’ stated position in regard tothe second question was directed against theImpartial Arbitrator and what he said in hisOpinion rather than against the Award. TheClub Owners contend in that connection that itwas the Impartial Arbitrator, rather than thePanel, who allegedly exceeded the power con-ferred upon the Panel by the 1973 BasicAgreement in that, according to the Club Own-ers’ argument, it was the Impartial Arbitratorwho imposed “his own philosophy and per-sonal brand of industrial justice in disregard ofthe plain meaning and century old practice ofthe baseball reserve system.”

The Award, which the Players Associationseeks to have enforced, is the Award of an Ar-bitration Panel established as agreed by theparties in the 1973 Basic Agreement. It is, ofcourse, true that the Impartial Arbitrator hadthe deciding vote on the Panel, but it is impor-tant to recognize that this Court, under applica-ble federal labor law, does not sit as an appel-late court to review the merits of the grievancessubmitted to arbitration panels established bycollective bargaining agreements or to reviewthe opinions of impartial arbitrators which maybe written under the circumstances of a par-ticular case. The parties’ collective bargainingagreement in this case, as is usually the case,

does not require either the Panel or the Impar-tial Arbitrator to write any opinion in supportof its Award.

The obvious unhappiness of the Club Own-ers with the Impartial Arbitrator and what hesaid in his Opinion, however, is so great that inthis case the Club Owners direct the initial fireof their legal argument, as reflected by theirstated position at the outset of the case and bytheir conclusions of law proposed at the end ofthe case, to mounting a preliminary attack onthe Impartial Arbitrator and his Opinion. Thethrust of that primary attack, however, reflectsbut a first step in the Club Owners’ attempt tohave this Court review the merits of the griev-ances and to interpret and construe the collec-tive bargaining agreement of the parties, in-cluding but not limited to paragraph 10 (a) ofthe Uniform Players Contract, in a manner dif-ferent from the construction and interpretationmade by the Arbitration Panel.

The Club Owners’ proposed conclusions oflaw 22 through 27, for example, suggest thatthis Court conclude as a matter of law that “thearbitrator exceeded his powers in determiningthat (a) the Club’s Reserve System is incom-patible with the doctrine or policy of freedomof contract in the economic and political soci-ety in which we live [Club Owners’ proposedconclusions of law, paragraph 22 (emphasisours)]; (b) the clubs could not reserve a player‘absent a contractual tie’ [Id., paragraph 23]; (c)the Los Angeles Dodgers could not reserveJohn A. Messersmith [Id., paragraph 24]; (d)the Montreal Expos could not reserve David A.McNally [Id., paragraph 25]; (e) the reservationof the Los Angeles Dodgers of John A. Messer-smith was ‘unavailing and ineffectual’ and di-recting said Club to remove his name from itsreserve list [Id., paragraph 26]; and (f) the res-ervation by the Montreal Expos of David A.McNally was ‘unavailing and ineffectual’ anddirecting said Club to remove his name from itsreserve list” [Id., paragraph 27].

Club Owners’ proposed conclusions of law

17, 19 and 20 are proposed on the apparenttheory that the initial barrage upon the Impar-tial Arbitrator and his Opinion,12 as mounted in

12 The Club Owners’ brief in support of its proposedconclusions of law is replete with general charges that,for example, “the arbitrator arrogated to himself juris-diction of the purported grievances . . . determined thatthe historic Reserve System was something quite differ-ent from what everyone had thought it was [and] with astroke of a pen . . . adopted a baseless and disingenuous‘theory’ of the Association . . . fundamentally upsettingbaseball’s status quo and putting at risk millions of dol-lars.” [page 2] In a footnote on page 10 of its brief, theClub Owners state that “the Reserve System has beendestroyed, as utterly as if by antitrust decree [and that] ifthe arbitrator’s award is permitted to stand, the clubs willhave lost -- by a spurious and arrogant theory of contract‘interpretation’ -- the very thing they successfully de-fended in Flood.”

On page 38, the Club Owners have lifted the “phi-losopher king” words out of the opinion in TorringtonCompany v. Metal Products Workers Union Local 1645,(2d Cir. 1966) 362 F.2d 677, and used that language outof context in order to charge the Impartial Arbitrator withhaving “improperly sought to become a ‘philosopher-king’ and adopted his own views as to how baseballshould operate.” On page 45 of the Club Owners’ brief,it is charged that the arbitrator had stated “his own per-sonal prejudice without authority or precedent to supporthis extra-legal views.” On page 46, without specificationor particularly, it is charged that “the arbitrator in hisdecision mis-stated indisputable facts, ignored massiveand conclusive evidence contrary to his desired conclu-sion and indicated nothing less than an obsessive desireto change (rather than interpret) the rules of the game byimposing upon the Clubs his own personal brand of in-dustrial justice.” And on page 47 it is stated that “Uponanalysis, it is apparent that the arbitrator’s argumentsamount to nothing more than a sham attempt to rational-ize the conclusion he reached initially -- that he did notlike the Reserve System and wanted to change it.”

Because of the implicit findings of fact requested bythe Club Owners in connection with the charges made insupport of their proposed conclusions of law, we deem itappropriate to expressly state that his Court can findnothing in any of the words spoken by the Impartial Ar-bitrator during the hearing conducted by the Panel, in themanner in which the arbitration proceedings were con-ducted, or in either the Opinion or the Award which canfairly be said to support the charge that Mr. Seitz didanything other than discharge the duties imposed uponhim Article X of the 1973 Basic Agreement with thehighest sense of fidelity, responsibility and intelligence.

paragraph 22 through 27 of the Club Owners’proposed conclusions of law, will have beensuccessful, and that this Court would accord-ingly consider the merits of the grievances andthereafter accept the construction and interpre-tation of the collective bargaining agreement asstated in Club Owners’ proposed conclusions17, 19 and 20.

Paragraph 17 of the Club Owners’ proposedconclusions of law directly and flatly involvesthe merits of the grievances determined by thePanel and proposes that this Court conclude, asa matter of law, that:

17. While paragraph 9(a) of the UniformPlayers Contract provides that the players“agree to accept and abide by and complywith the Major League Rules,” it does notincorporate such rules into the UniformPlayers Contract.13

The Club Owners proposed in their conclu-sion of law 19 that this Court, after it interpretsand construes paragraph 9 (a) of the UniformPlayers Contract in a manner diametrically op-posed to the construction and interpretationmade of that paragraph by the Panel, shouldthen go further in its review of the merits of thegrievances and conclude, as a matter of law,

13 To keep in perspective the Club Owners’ argu-

ment on the merits of the grievance in regard to howparagraph 9 (a) of the Uniform Players Contract shouldbe interpreted and construed, it is to be noted only inpassing, for we shall not reach the merits of the griev-ances, that paragraph 9 (a) of the Uniform Players Con-tract commences with the following language:

The Club and the Players agree to accept, abideby and comply with all provisions of the MajorLeague Agreement, the Major League Rules, theRules and Regulations of the League of which theClub is a member, and the Professional BaseballRules, in effect on the date of this Uniform Player’sContract. [Emphasis supplied]The portions of paragraph 9(a) of the Uniform Play-

ers Contract which are underlined for italics are not in-cluded in Conclusion of Law 17, which the Club Ownersproposed that this Court make on the merits of the griev-ances involved in this case.

that “The effect of Rules 4-A, 3 (G), 15 and therelated rules is to permit each club perpetuallyto reserve -- as against the other clubs -- thoseplayers who last played for it.”14

Paragraph 20 of the Club Owners’ proposedconclusions of law, consistent with the patternof 17 and 19, proposes a conclusion which alsogoes to the merits of the grievances in that itproposes that we conclude as a matter of lawthat “[Having] a player under contract or ac-ceptance of terms is not a precondition to aclub’s right to reserve a player.” That proposedconclusion of law obviously calls for a con-struction and interpretation of the collectivebargaining agreement of the parties, includingbut not limited to the Uniform Players Con-tract, a construction and interpretation whichthe Panel refused to accept after giving appro-priate consideration to all arguments presentedto it by the parties to the arbitration proceeding.In short, Club Owners’ proposed conclusion 20,much as do proposed conclusions 17 and 19,simply proposes that this Court review themerits of the grievances presented to the Paneland reverse the Award made by it.

Application of principles of federal laborlaw enunciated in the Steelworkers trilogy gen-erally, and most specifically in United Steel-workers of America v. Enterprise Wheel & CarCo., 363 U.S. 593, 4 L. Ed. 2d 1424, 80 S. Ct.1358 (1960), requires that all of the Club Own-ers’ proposed conclusions of law under discus-sion (22 through 27, inclusive, and 17, 19 and20) must be refused and expressly rejected bythis Court.

14 Neither conclusion of law 19 nor any other con-

clusion of law proposed by the Club Owners identify theother “related rules” the Club Owners contend wouldpermit “each club perpetually to reserve -- against otherclubs -- those players who last played for it.” Althoughthe Club Owners adduced a great deal of testimony be-fore the Panel and this Court in regard to the “periphery”or the “core” or “guts” of the “Reserve System,” none ofthe Club Owners’ proposed conclusions of law containany reference to those words.

The Club Owners’ preliminary charge thatthe Impartial Arbitrator was bent on dispensing“his own brand of industrial justice” is an obvi-ous attempt to have this Court read those wordsin a different sense than they were used in En-terprise. For it is to the Supreme Court’s deci-sion in Enterprise that we must look in consid-ering the question of whether the Players Asso-ciation is entitled to an order of this Court spe-cifically enforcing the Award of the ArbitrationPanel in regard to the Messersmith andMcNally grievances.

Enterprise clearly determined the questionof whether a court or an arbitration panel hasthe final say in regard to the merits of an awardrendered and the extent of relief granted by anarbitration panel. Consistent with the rationaleof the other two cases in the Steelworkers tril-ogy, the Supreme Court determined in Enter-prise that:

The refusal of courts to review the mer-its of an arbitration award is the proper ap-proach to arbitration under collective bar-gaining agreements. The federal policy ofsettling labor disputes by arbitration wouldbe undermined if courts had the final say onthe merits of the awards. [Id at 596]

The Supreme Court stated that the perva-sive federal policy favoring arbitration of labordisputes was based in part on the recognitionthat:

When an arbitrator is commissioned to in-terpret and apply the collective bargainingagreement, he is to bring his informed judg-ment to bear in order to reach a fair solution ofa problem. This is especially true when itcomes to formulating remedies. There the needis for flexibility in meeting a wide variety ofsituations. The draftsmen may never havethought of what specific remedy should beawarded to meet a particular contingency. [Id at597]

Enterprise teaches that ambiguities whichmay appear in an opinion of an arbitrator must

be viewed in the same manner as ambiguitieswhich may arise in regard to whether a par-ticular grievance is within the scope of the par-ticular arbitration clause of a collective bar-gaining agreement. Judicial doubts in eitherinstance must be resolved in favor of the arbi-tration procedures and the opinion of the arbi-trator. Enterprise held that:

A mere ambiguity in the opinion accompa-nying an award, which permits the inferencethat the arbitrator may have exceeded hisauthority, is not a reason for refusing to enforcethe award. Arbitrators have no obligation to thecourt to give their reasons for an award. To re-quire opinions free of ambiguity may lead ar-bitrators to play it safe by writing no supportingopinions. This would be undesirable for a well-reasoned opinion tends to engender confidencein the integrity of the process and aids in clari-fying the underlying agreement. [Id. at 598]

Enterprise further noted that “plenary re-view by a court of the merits would makemeaningless the provisions that the arbitrator’sdecision is final, for in reality it would almostnever be final.”

Article X of the 1973 Basic Agreementprovides, as do arbitration clauses in manycollective bargaining agreements, that “[The]decision of the Arbitration Panel shall consti-tute full, final and complete disposition of theGrievance appealed to it.” In spite of all thestatements of record and testimony in this casein regard to the difficulty and impracticabilityof attempting to litigate and to negotiate a newcollective bargaining agreement simultane-ously, it is quite clear that this case will shortlybe on its way to the Court of Appeals and, pos-sibly, to the Supreme Court, before anyone willconsider the decision of the Arbitration Panel tobe a “full, final and complete disposition” ofthe Messersmith and McNally grievance.15

15 We have, of course, long ago recognized that nei-

ther this nor any other court can do anything about that.See pages 22 to 24 of the transcript of the January 8,

Enterprise stated that the Court had empha-sized in one of the other Steelworker cases,United Steelworkers of America v. AmericanMfg. Co., 363 U.S. 564, 4 L. Ed. 2d 1403, 80 S.Ct. 1343 (1960) and it was therefore to be reit-erated in Enterprise that:

The question of interpretation of thecollective bargaining agreement is a ques-tion for the arbitrator. It is the arbitrator’sconstruction which was bargained for; andso far as the arbitrator’s decision concernsconstruction of the contract, the courts haveno business overruling him because theirinterpretation of the contract is differentfrom his. [Id. at 599]

Under the command of Enterprise, we havenot given any consideration to whether wewould have interpreted the Uniform PlayersContract and other portions of the collectivebargaining agreement of the parties involved inthis case in the same manner as did the Arbi-tration Panel. For the Supreme Court of theUnited States has determined that “courts haveno business overruling [an arbitrator’s decision]because their interpretation of the contract[may be] different from his.” [Id.] This is not tosay that if it were the business of this Court toconsider the merits of the grievances involvedin this case we would come to a conclusion dif-ferent from that of the Arbitration Panel. It is 1976 proceedings in this case, where we made referenceto what we wrote more than ten years ago in GreaterKansas City Laborers District Council v. Builders’ Asso-ciation of Kansas City (W.D.Mo. 193) 213 F. Supp. 429,433; aff’d. 326 F.2d 867 (8th Cir. 1964); cert. den. 377U.S. 917, 84 S. Ct. 1182, 12 L. Ed. 2d 186 (1964).

Pages 11 through 21 of that January 8, 1976 tran-script show that this Court’s suggestion that the partiesconsider exclusive use of collective bargaining ratherthan litigation was prompted by the discussion before thePanel which related to the question of whether still fur-ther litigation might, under particular circumstances,follow in the wake of an award in favor of the the Play-ers Association. Such a possibility, of course, is not aquestion presently before this Court. Nor do we indicatethat such a question may ever be before this Court inconnection with the pending litigation.

simply to say that under the applicable federallabor law as declared by the Supreme Court,when the parties to a collective bargainingagreement agree, as the parties in this case didagree in Article X of their 1973 Basic Agree-ment, that a grievance “which involves the in-terpretation of, or compliance with, the provi-sions of any agreement between the Associa-tion and the Clubs or any of them or anyagreement between a Player and a Club . . .[shall be submitted to arbitration and that] thedecision of the Arbitration Panel shall consti-tute full and complete disposition of the Griev-ance appealed to it,” the parties are entitled tothat decision. The parties did not bargain forthe decision of this or any other court. Underthe law as stated in Enterprise, it would not beproper for this Court to state how it would havedecided the merits of the grievances involved inthis case if it had been acting as the ImpartialArbitrator.

It is therefore appropriate that we find andconclude (1) that the Arbitration Panel had ju-risdiction of the grievances under Article X ofthe 1973 Basic Agreement; (2) that there is noevidence that the Panel exceeded the jurisdic-tion conferred upon it by the agreement of theparties; and (3) that the Award rendered by thePanel drew its essence from the collective bar-gaining agreement, and was within the lawfulrange and jurisdictional power of the Panel toformulate the particular remedy it deemed nec-essary to enforce its decision. We accordinglyfind and conclude that the Players Associationis entitled to an appropriate order of this Courtspecifically enforcing the Award.

Because of the apparent inevitability of ap-peal, we shall in the next part of this opiniondiscuss the circumstances under which evi-dence was adduced before this Court whichwas not adduced before the Panel. We shallthen state additional formal conclusions of lawand indicate which conclusions of law pro-posed by the parties are approved and whichare rejected. The final part of this opinion will

direct further proceedings in connection withthe final order and judgment of this Court.

VI.

The evidence adduced at the three-dayhearing in this Court added very little, if any-thing, of relevant and material substance to theevidence adduced before the Panel. Section 301cases to compel arbitration or to enforce arbi-tration awards infrequently involve disputedquestions of fact.16

Discussion at the pretrial conference heldJanuary 19, 1976, convened shortly after it be-came apparent that the Court might conceiva-bly be faced with “a battle of affidavits” in itsdetermination of this case, established thatthere were mountains of notes taken by partici-pants in the various meetings and negotiationsof which opposing counsel had no prior knowl-edge and which had not been introduced in evi-dence before the Arbitration Panel. Consistentwith standard pretrial procedures in this Courtwhere questions involving the reconstruction ofpast events are involved and where it becomesapparent that contemporaneously recordeddocumentary evidence is in existence, the fol-lowing agreed order was entered, page 36 ofthe transcript of the January 19, 1976 confer-ence:17

16 Builders’ Ass’n of Greater Kansas City, supra;

Oil, Chemical and Atomic Workers’ International Union,Local 5-348 v. Great Lakes Pipe Line Company, No.14771 (unreported, 1964); Communication Workers ofAmerica v. American Telephone and Telegraph, No.18927 (unreported, 1972); and American Fd. of TV &Radio Art. v. Taft Broad. Co., WDAF, (W.D. Mo. 1973)368 F. Supp. 123, are all examples of Section 301 casesdecided by this Division of this Court on the basis of afull stipulated record.

17 See United States v. Nygard, 324 F. Supp. 863,867 (W.D.Mo. 1971), footnote 3, where reference ismade to the necessity of assembling all relevant and ma-terial contemporaneous documentary evidence in con-nection with a hearing of a pretrial motion to suppressevidence in a criminal case. This case was discussed withcounsel at the January 19, 1976 pretrial conference inthis case.

In connection with and in preparation forthe plenary evidentiary hearing, the partieshave agreed that on or before January 22,1976 copies of all notes made contempora-neously by any persons who participate inthe meetings and negotiations just statedwill be furnished to the Court and furnishedto opposing counsel.

As the record shows, counsel exchangedcopies of the notes and provided the Court withall notes. We were therefore able to review andindex approximately three inches of RichardM. Moss’ handwritten notes produced by thePlayers Association and approximately nineinches of Club Owners’ notes which includedformer American League general counsel Al-exander H. Hadden’s 278 page notebook andthe notes of Messrs. Louis Hoynes, generalcounsel for the National League; James P. Gar-ner, general counsel for the American League;John Gaherin, of the Players Relations Com-mittee of the Major Leagues; and Barry Rona,counsel for the Players Relations Committee,before the three-day hearing commenced in thisCourt on January 26, 1976.

Our review of the proceedings before theArbitration Panel had established that althoughMr. Moss, as counsel for the Players Associa-tion before the Panel, and Messrs. Hoynes,Garner and Rona, who appeared as counsel forthe Club Owners before the Panel, did discussisolated portions of a very limited number ofpages of contemporaneously recorded notesand documents attached thereto, the notes takenby six participants at the various 1969 JointStudy meetings and at the negotiating sessionsleading up to the 1970 and 1973 Basic Agree-ments had not been introduced in evidence be-fore the Panel.

The transcript of the proceedings before thePanel also demonstrates that the Club Ownersdid not call as witnesses before the Panel any ofthe persons who had made contemporaneousnotes of the various meetings and negotiatingsessions, although all of those persons were

apparently present during the proceedings be-fore the Panel. While it is true that Mr. Millertook no permanent notes, he did refresh hisrecollection from Mr. Moss’ notes when he tes-tified before the Panel. Mr. Moss, however, wasnot called as a witness and his notes were notintroduced in evidence before the Panel.

Because the Club Owners’ action in filingMr. Hadden’s affidavit had opened up thewhole question of contemporaneously takennotes, counsel agreed that procedures should bedesigned in this Court which would remove anymystery about the notes taken by the variousparticipants and also avoid the possibility ofremand by an appellate court for further evi-dentiary hearing.

The parties accordingly prepared and filedexhibits which clearly identified all significantmeetings and negotiating sessions at whichnotes were taken and attached copies of thevarious written documents which were beforethe parties during those particular meetings andsessions which either side believed might berelevant or material under the circumstances.The notes made by all participants in thoseidentified meetings and sessions were adducedin evidence as separate exhibits.

Careful consideration of all the data intro-duced in the form of contemporaneous notes,documents, and all other evidence introduced inthis Court which may not have been adduced inevidence before the Arbitration Panel estab-lishes that the evidence introduced in this Courtwas cumulative in nature and did no more thancorroborate, in infinite detail, the evidence ad-duced before the Panel. The additional and de-tailed evidence adduced in this Court removesany possible doubt about whether the findingsof fact stated in the Opinion of the ImpartialArbitrator were supported by evidence adducedbefore the Panel.

We find and conclude under the circum-stances that it is not necessary to reach anyquestion which may relate to a party’s right tocall witnesses in a court action who, although

available to be called, were not in fact called aswitnesses at the arbitration proceeding. In thiscase, the evidence before this Court, althoughmore detailed and corroborated by contempo-raneous documentary evidence, was the samein substance as the evidence adduced before theArbitration Panel.

We think that it is significant, however, thatthere is not the remotest suggestion in all of thevoluminous contemporaneous notes made bysix participants at the various meetings and ne-gotiating sessions concerning the inclusion of aclause stating that grievances which might re-late to the “reserve system” in general, griev-ances which might relate to the “periphery” ofthe “reserve system,” grievances which mightrelate to the “core” or “guts” of the “reservesystem” or most important so far as this case isconcerned, grievances which might relate to themeaning of paragraph 10 (a) of the UniformPlayers Contract, should be excluded from thecoverage of Article X. For it is beyond disputethat the parties knew precisely how to excludegrievances which could arise in regard to aparticular paragraph of the Uniform PlayersContract. See paragraph 10A.1 (c) of Article Xof the 1973 Basic Agreement which stated that:

Notwithstanding the definition of “Griev-ance” set forth in subparagraph (a) above,“Grievance” shall not mean a complaint or dis-pute which involves the interpretation or appli-cation of, or compliance with the provisions ofthe first sentence of paragraph 3(c) of the Uni-form Player’s Contract. However, nothingherein shall alter or abridge the rights of theParties, or any of them, to resort to a court oflaw for the resolution of such complaint or dis-pute.

It is not necessary, indeed, it is redundant torecite the detailed history of Article XV of the1973 Basic Agreement. It is stipulated that thepredecessor of that Article appeared as ArticleXIV in the 1970 Basic Agreement, and that thenecessity of Article XIV was suggested to thePlayers Association by Arthur Goldberg, coun-

sel in the Flood litigation, in order to avoid anypossibility of prejudicing the Flood litigation asa result of the Association’s being charged withhaving agreed to the Reserve System. It is al-most ludicrous to suggest that the Players As-sociation would insist upon placing ArticleXIV in the 1970 Basic Agreement for the pur-pose of excluding grievances which it might inthe future desire to maintain in regard to theparticular paragraphs of the Uniform PlayersContract. The documentary history establishesthat the Players Association also proposed whatis now contained in Article XV of the 1973 Ba-sic Agreement. Certainly it did not propose thatprovision in the agreement to deprive itself ofthe paragraph 10 (a) grievances involved in thiscase.

In light of the foregoing, we find and con-clude that all evidence adduced in this Courtwhich had not been adduced before the Panelwas cumulative and corroborative in nature andthat the evidence before the Panel, standingalone, was more than sufficient to sustain thefindings stated by the Impartial Arbitrator in hisOpinion, in which he explained the factual cir-cumstances to support the Award of the Panel.

We need add but a short word concerningthe other grievances processed pursuant to thegrievance procedures in the Basic Agreementsof the parties. We find and conclude that evi-dence concerning other grievances is irrelevantand immaterial in that there is no necessity un-der the circumstances of this case to make in-quiry into the construction the parties may haveplaced on the scope of the arbitration clause inconnection with other grievances. This is par-ticularly true in light of the agreement of theparties that except for the presence of ArticleXV in the 1973 Basic Agreement, the ClubOwners would not even contend that the Mess-ersmith and McNally grievances would not fallwithin the coverage of Article X of the 1973Basic Agreement. We further find and concludethat the fact, if it be a fact, that this Court’s at-tention was directed to some grievance towhich the Arbitration Panel’s attention was not

directed has no legal significance or relevancyin regard to any question presented in this case.

VII.

Consistent with our usual practice, we shallstate additional formal conclusions of law andexpressly reject other proposed conclusions indirect response to all conclusions of law pro-posed by all parties. The following conclusionsof law were proposed by the Players Associa-tion and, while they generally report conclu-sions of law already stated, they are statedagain in the language proposed by the PlayersAssociation as that language has been slightlymodified to conform with descriptive languageused throughout this opinion. We have alsomade a few modifications of the language pro-posed by the Players Association in order thatall legitimate questions of inconsistency of ra-tionale be eliminated.

1. This Court has subject matter jurisdictionover the Amended and Supplemental Com-plaint of the Club Owners pursuant to Section301 of the Labor Management Relations Act of1947, as amended, 29 U.S.C. Section 185, inthat said complaint is for violation of a contractbetween employers and a labor organizationrepresenting employees within the meaning of29 U.S.C. Section 185.

2. This Court has jurisdiction over the FirstAmended Counterclaim of the Players Asso-ciation, independently of the Amended andSupplemental Complaint of the Club Owners,pursuant to Section 301 of the Labor Manage-ment Relations Act of 1947, as amended, 29U.S.C. Section 185, in that said First AmendedCounterclaims are for violation of a contractbetween employers and a labor organizationwithin the meaning of 29 U.S.C. Section 185.

3. The Club Owners’ Amended and Sup-plemental Complaint, First Cause of Action,prays for a declaratory judgment to the effectthat the grievances which are the subject matterof this lawsuit are not subject to the grievanceand arbitration provisions of the collective bar-

gaining agreement involved. Such a claim maynot be sustained under applicable law, unlessthis Court could say with positive assurancethat the arbitration clause of the collective bar-gaining agreement is not susceptible of any in-terpretation that covers the asserted dispute. Alldoubts must be resolved in favor of arbitrabilityof the grievances.

4. Based upon the contract and the recordpresented in this case, this Court cannot saywith positive assurance that the arbitrationclause of the collective bargaining agreementcontained in Article X of the 1973 BasicAgreement is not susceptible of an interpreta-tion which covers the dispute raised by thegrievances involved. Indeed, it is conceded thatit is, except for the alleged impact of ArticleXV. Thus, the relief prayed for by the ClubOwners in their Amended and SupplementalComplaint, First Cause of Action, cannot begranted.

5. The Club Owners contend that the Awardof the Arbitration Panel should be vacated andset aside, while the Players Association submitsthat it is entitled to an order of this Court spe-cifically enforcing the Award of the ArbitrationPanel. In considering this question, this Courtcannot review the merits of the substantive dis-putes that were submitted to the ArbitrationPanel. Nor can the Award of the ArbitrationPanel be vacated and set aside on the basis thatthis Court would reach a different conclusionon the merits of the grievances submitted thandid the Arbitration Panel. Rather, this Courtcould properly set aside and vacate the Awardof the Arbitration Panel only if that Award failsto draw its essence from the collective bar-gaining agreement. All doubts, if any, as to thevalidity of the Award of the Arbitration Panelmust be resolved in favor of the validity of theAward.

6. Based upon the record presented in thiscase, this Court is convinced and therefore con-cludes that the Award of the Arbitration Panel

draws its essence from the collective bargainingagreement.

7. Accordingly, the Award of the Arbitra-tion Panel cannot be vacated and set aside andmust be enforced. The prayer of the Club Own-ers’ Amended and Supplemental Complaint,Second Cause of Action, must be denied. Therelief prayed for by the Players Association inits First Amended Counterclaim will begranted. The Club Owners will be ordered anddirected to specifically comply with the Awardof the Arbitration Panel in all particulars andrespects.

The Club Owners submitted twenty-nineproposed conclusions of law for our considera-tion. In order that the record be clear for pur-poses of appellate review, we shall state ourview in regard to the Club Owners’ proposedconclusions of law.

Paragraphs 1 through 5, inclusive, whichrelate to the status of the parties and the juris-diction of this Court in this case, are correctstatements of the law and, in substance, dupli-cate similar conclusions proposed by the Play-ers Association which we have stated above. Itis not necessary to repeat those proposed con-clusions. We do, however, state our approvaland express acceptance of the first five para-graphs in the language proposed by the ClubOwners.

We refuse and expressly reject all otherconclusions of law proposed by the Club Own-ers, as contained in the remaining paragraphs 6through 29, inclusive, of the Club Owners’ pro-posed conclusions for the reasons heretoforestated.18

18 Paragraphs 6 through 10, inclusive, which have

not been heretofore discussed, propose conclusionswhich relate solely to an interpretation and constructionof the “does not deal with the reserve system” languagein Article XIV of the 1970 Basic Agreement. Thoseparagraphs are refused and expressly rejected becausethis case involves the rights of the parties to arbitrationunder the 1973 Basic Agreement, not the 1970 Basic

VIII.

For all of the reasons stated, it is

ORDERED (1) that the prayer for declara-tory judgment relief prayed for in the ClubOwners’ Amended and Supplemental Com-plaint should be and the same is hereby denied.It is further

ORDERED (2) that the prayer of the Play-ers Association’s first amended counterclaimshould be and the same is hereby granted. It isfurther

ORDERED (3) that, pursuant to Rule 58 ofthe Federal Rules of Civil Procedure, we directthat the Clerk shall not prepare the final judg-ment and decree in this case but shall awaitfurther direction of this Court in connectiontherewith. It is further

ORDERED (4) that counsel for the PlayersAssociation shall promptly prepare what itdeems to be an appropriate final judgment anddecree specifically enforcing the Award of theArbitration Panel and submit the same for ap-proval as to form to counsel for the Club Own-ers. If Players Association’s proposed finaljudgment and decree is approved as to form bycounsel for the Club Owners, counsel for thePlayers Association shall promptly present thesame to this Court for its consideration and ap-proval. It is further

ORDERED (5) that in the event counsel forall parties are not able to agree upon a proposedform of final judgment and decree, counselshall be prepared to appear before the Court forresolution of any disagreements which mayarise on Saturday morning, February 7, 1976,or at such earlier time as may be convenientlyscheduled with the assistance of the Court’s lawclerks. If Club Owners anticipate seeking anystay of execution of the final judgment and de-cree as finally entered by this Court, all mo-tions and papers deemed necessary for filing in

Agreement.

that connection shall be prepared and servedupon opposing counsel with copies to theCourt, before the time an approved final judg-ment and decree is presented to this Court forits consideration and approval.

We are confident that counsel will continueto cooperate with each other and with thisCourt so that appropriate procedures may bedesigned to give all parties whatever hearingthey may desire under the circumstances, thesame to be held not later than Saturday, Febru-ary 7, 1976.

John W. Oliver District Judge

Kansas City, Missouri

February 3, 1976