Opinion
G056432
12-17-2019
HARBOR CHRISTIAN FELLOWSHIP, Plaintiff and Appellant, v. THE SOUTHERN CALIFORNIA DISTRICT COUNCIL OF THE ASSEMBLIES OF GOD, Defendant and Respondent.
Prenovost, Normandin, Bergh & Dawe, Michael G. Dawe and Brian D. Cronin for Plaintiff and Appellant. Lewis Brisbois Bisgaard & Smith and Michael W. Connally for Defendant and Respondent.
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or reiving on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115. (Super. Ct. No. 30-2014-00709165) OPINION Appeal from orders of the Superior Court of Orange County, Derek W. Hunt and Thomas A. Delaney, Judges. Reversed. Prenovost, Normandin, Bergh & Dawe, Michael G. Dawe and Brian D. Cronin for Plaintiff and Appellant. Lewis Brisbois Bisgaard & Smith and Michael W. Connally for Defendant and Respondent.
Harbor Christian Fellowship (Local Church) appeals from a judgment confirming an arbitration award in favor of the Southern California District Council of the Assemblies of God (District Council), an intermediate governing body of the national hierarchical church Assemblies of God. Local Church challenges the trial court's order compelling arbitration, asserting there was no agreement to arbitrate. It also asserts the court should not have confirmed the award. Finding the first argument has merit, we need not reach the second contention. We reverse the orders compelling arbitration and confirming the arbitration award. We remand the matter to the trial court for further proceedings.
FACTS
In March 2014, Local Church filed a complaint for slander of title and quiet title. The complaint asserted Local Church was a California corporation, which established and maintained a church on Wilson Street in Costa Mesa (the Property). Local Church asserted District Council was also a California corporation having its principal place of business in Irvine.
The slander of title cause of action alleged District Council "recorded a false [q]uitclaim [d]eed on the Property purportedly transferring the Property from [Local Church] to [District Council] . . . ." Local Church alleged District Council employees, Richard Guerra and Gordon Houston, signed the deed "by falsely representing themselves as the President and Secretary of [Local Church]." Local Church maintained it was damaged by the theft of the Property and District Council's refusal to return ownership. It estimated damages were between $4.5 to $6 million, representing the value of the Property.
District Council filed a petition to compel arbitration based on the following provision contained in its bylaws: "Any controversy or claim between any District Council member church, or cooperative church, or any member or officer, or any person claiming to be a member or officer of any such Church and the District Council, for which either party may have a cause for legal action (redress from any civil court) shall be submitted to binding arbitration by a panel of three arbitrators . . . selected from the panel of arbitrators elected in accordance with the Article XII, Section 12 of these Bylaws."
Article XII does not have a Section 12, however, Section 5, provides the following: "In order to fulfill the biblical injunction that believers hear and resolve disputes within the church (1 Cor. 6:1-8), a Panel of Arbitrators is hereby established." Section 5(A)(1)(2) and (3) list the required qualifications for arbitrators. Arbitrators must be an ordained minister of "sound Christian character and ability, who is a member in good standing in the District . . . ." The arbitrator "shall be a person who has been active and cooperative with the District and Sectional activities and is current with his financial responsibilities to the District, the General Council and the public." If the selection of arbitrators is deemed unacceptable by either or both of the parties, the arbitrators shall be selected by the Christian Legal Society."
In its petition, District Council asserted Local Church changed its name from Harbor Assembly of God to Harbor Christian Fellowship, but it was still an Assemblies of God church. To prove this point, District Council pointed to a provision in Local Church's articles of incorporation stating its purpose is "'[t]o establish and maintain a Church in cooperative fellow-ship with the [District Council] . . . .'" (Fn. omitted.) It added Local Church enjoyed benefits of "affiliation" with District Council, such as sharing an insurance policy with District Council.
District Council argued Local Church was bound by the arbitration provision due to other provisions in its bylaws, as follows: (1) District Council's bylaws take precedence over the bylaws "'of any member church[;]'" (2) "'whenever member church governance provisions are silent'" on an issue the District Council's provisions "'shall rule[;]'" and (3) district affiliated churches are governed by District Council's bylaws.
Finally, District Council submitted evidence establishing Local Church was a "District Council affiliated church." District Council explained its bylaws described three levels of member churches, (1) General Council affiliated, (2) District Council affiliated, and (3) Parent affiliated churches. The bylaws also authorized the "district superintendent" to "declare a church as a district affiliated church." District Council explained district superintendent, T. Ray Rachels, "converted" Local Church on September 27, 2009, from a General Council affiliated church to a District Council affiliated church due to lack of members and financial struggles. District Council explained the bylaws permitted it to convert Local Church to a level where it would be bound by the arbitration provision, contained in the same bylaws. The elevated level of membership also gave the District Council the right to govern Local Church and its property, as also described in its bylaws.
Local Church opposed the petition to compel arbitration, arguing, "This case is not about God. It is not about religion or First Amendment Rights. This is about two separate and distinct corporate entities . . . and [District Council's] fraudulent attempt to misappropriate [Local Church's] property—a property valued at over four million dollars. Any mention of the 'special treatment' that should be afforded to [the District Council] due to its status as a religious organization is simply an attempt to muddy the waters in what is clearly a simple property dispute." Local Church argued there was no written agreement to arbitrate, Local Church is a distinct and separate corporate entity bound by its own set of bylaws, and Local Church did not sign the District Council's bylaws.
In its reply, the District Council maintained the case was not just a property dispute but also concerned how Assemblies of God churches should be governed. It argued Local Church agreed to be an Assemblies of God church, and its voluntary decision to become a member of the organization meant it agreed to be governed by the District Council's bylaws. District Council concluded it and the Local Church had an implied agreement, satisfying Code of Civil Procedure section 1280's requirement of an arbitration agreement.
All further statutory references are to the Code of Civil Procedure, unless otherwise indicated. --------
In May 2014, Judge Derek W. Hunt granted the petition. He prepared a lengthy minute order. He noted Local Church asserted the case was entirely secular and District Council claimed it was ecclesiastical. Judge Hunt recognized the arbitration dispute centered on the enforceability and meaning of an unsigned document, i.e., the District Council's bylaws. He noted the facts about the case, "were somewhat sketchy" and he summarized the status of the case based on the complaint, District Council employees' declarations (Houston and Rachels), documents attached to the petition, and comments made by counsel during argument. He also summarized relevant portions of the bylaws.
Turning to the merits, Judge Hunt noted the parties did not cite cases that were helpful about the enforceability of an arbitration agreement not signed by either party. Focusing next on the "ecclesiastical element," he noted some disputes relating to civil or property rights may fall in the ecclesiastical realm, but "civil courts are not automatically expected to abstain from jurisdiction." He considered the body of case authority discussing how courts treat doctrinal issues, and determined none of them were arbitration cases. Judge Hunt ruled as follows: "The court grants the motion and orders arbitration pursuant to the bylaws. It bases this decision chiefly on (a) the fact that [Local Church] remains an Assemblies of God church and has disclaimed that there is any debate respecting doctrinal deviation and (b) the inferential fact that such faithfulness necessarily implies acquiescence in the bylaws and their arbitration provisions recited above."
One year later, Local Church filed two "[u]pdated [s]tatement[s]" for the court's consideration at an upcoming review hearing. Local Church reported the matter was set for an arbitration trial, however, the date was withdrawn after Local Church moved to disqualify the panel of Christian arbitrators on the grounds that two failed to comply with disclosure requirements. Local Church asserted, "[T]he matter should not proceed in arbitration as there is no way that [it] can obtain a fair hearing in that forum." It explained all the arbitrators were being selected "from a pool consisting solely of [Assemblies of God] ministers 'in good standing,'" meaning they "participated, directly or indirectly, in the very actions under review in this lawsuit." Local Church concluded the pool of potential arbitrators would not qualify as impartial under section 1281.85 or the expected ethical standards for arbitrators. In addition to asking the court to reconsider the arbitration ruling, Local Church requested an opportunity to amend its complaint. The District Council filed oppositions.
At the end of 2015, Judge Randall J. Sherman considered Local Church's requests. He denied the motions without prejudice, stating the case was stayed after Judge Hunt granted the petition to compel arbitration. Judge Sherman stated it was unacceptable that it had taken over a year and one half to arbitrate the case and suggested the parties ask for assistance under section 1281.6 [court appoints arbitrator].
In August 2017, the dispute was arbitrated by "the Institute of Christian Conciliation's Certified Christian Conciliator Matthew W. Argue, Esq., sitting as the sole arbitrator." Argue issued a 10-page ruling in favor of District Council.
Six months later (April 13, 2018), Judge Thomas A. Delaney considered and granted District Council's petition to confirm the award and enter judgment in its favor. In his minute order, Judge Delaney explained, "The petition was timely filed and served, and [Local Church's] challenges to the award are untimely. [Citations.] The filing and service deadline for a challenge to the award is jurisdictional; compliance deprives a court of the power to vacate an award unless the party has timely requested vacation in response to a petition to confirm. [Citation.]" Final judgment was entered in June 2018.
DISCUSSION
Section 1281.2 provides the following: "On petition of a party to an arbitration agreement alleging the existence of a written agreement to arbitrate . . . the court shall order the petitioner and the respondent to arbitrate the controversy if it determines that an agreement to arbitrate the controversy exists . . . ." Arbitration is a matter of contract. (Avery v. Integrated Healthcare Holdings, Inc. (2013) 218 Cal.App.4th 50, 59 (Avery).) "'Even the strong public policy in favor of arbitration does not extend to those who are not parties to an arbitration agreement . . . .'" (Young v. Horizon West, Inc. (2013) 220 Cal.App.4th 1122, 1128.)
"The '"'"'. . . policy favoring arbitration cannot displace the necessity for a voluntary agreement to arbitrate.'" [Citation.] "Although '[t]he law favors contracts for arbitration of disputes between parties' [citation], '"there is no policy compelling persons to accept arbitration of controversies which they have not agreed to arbitrate . . . ."' [Citations.]"' [Citation.] 'Absent a clear agreement to submit disputes to arbitration, courts will not infer that the right to a jury trial has been waived.' [Citation.]" [Citation.]' [Citation.]" (Avery, supra, 218 Cal.App.4th at p. 59.)
"Accordingly, '"when presented with a petition to compel arbitration the trial court's first task is to determine whether the parties have in fact agreed to arbitrate the dispute. [¶] . . ." [Citation.]' [Citations.] 'A party seeking to compel arbitration has the burden of proving the existence of a valid agreement to arbitrate. [Citations.] Once that burden is satisfied, the party opposing arbitration must prove by a preponderance of the evidence any defense to the petition. [Citations.]' [Citation.]" (Avery, supra, 218 Cal.App.4th at p. 59.)
Courts "apply general California contract law to determine whether the parties formed a valid agreement to arbitrate their dispute [citation]. 'General contract law principles include that "[t]he basic goal of contract interpretation is to give effect to the parties' mutual intent at the time of contracting. [Citations.] . . . [Citations.]" [Citation.]' [Citation.] Contract law also requires the parties agree to the same thing in the same sense. [Citations.]" (Avery, supra, 218 Cal.App.4th at p. 60.)
"The trial court sits as the trier of fact, weighing all the affidavits, declarations, and other documentary evidence, and any oral testimony the court may receive at its discretion, to reach a final determination. [Citation.]" (Ruiz v. Moss Bros. Auto Group, Inc. (2014) 232 Cal.App.4th 836, 842.) "Interpreting a written document to determine whether it is an enforceable arbitration agreement is a question of law subject to de novo review when the parties do not offer conflicting extrinsic evidence regarding the document's meaning. [Citation.]" (Avery, supra, 218 Cal.App.4th at p. 60.) The court's order did not turn on conflicting evidence. We apply a de novo standard of review.
II. Ecclesiastical Rule of Judicial Deference
District Council asserts we must also apply an ecclesiastical rule of judicial deference. Therefore, before analyzing the court's ruling to compel arbitration, we will review the ecclesiastical rule. "The United States Supreme Court has adopted a two-pronged analysis in intrachurch disputes involving property. Civil courts may employ '"neutral principles of law, developed for use in all property disputes,"' as the basis for resolving such disputes, unless this determination depends on the resolution of an ecclesiastical controversy over religious doctrine, practice or polity. [Citations.] Difficulties arise when application of the neutral principles approach to a particular dispute requires a civil court to examine the governing documents of a religious organization, such as a church constitution, articles of incorporation, bylaws or instruments of property ownership. To the extent the interpretation or construction of these documents involves the resolution of a matter of ecclesiastical doctrine, polity or administration, the civil court must defer to the resolution of the issue by the 'authoritative ecclesiastical body.' [Citation.] Significantly, such ecclesiastical matters include not only issues of religious doctrine per se, but also issues of membership, clergy credentials and discipline, and church polity and administration. [Citations.]" (Concord Christian Center v. Open Bible Standard Churches (2005) 132 Cal.App.4th 1396, 1411 (Concord), italics added.)
"California courts apply the neutral principles of law approach, taking care in resolving church property disputes not to make determinations of underlying controversies over religious doctrine and polity. [Citations.] Accordingly, even where the matter at issue in a church dispute involves questions of ownership of property and assets, civil courts applying neutral principles of law must defer to the authoritative decisions of hierarchical ecclesiastical bodies on any matters of internal church polity necessarily involved in resolving the issue. [Citations.]" (Concord, supra, 132 Cal.App.4th at p. 1412.)
In Episcopal Church Cases (2009) 45 Cal.4th 467 (Episcopal Church Cases), our Supreme Court confirmed California courts should apply the neutral principles approach to resolve church property disputes. "State courts must not decide questions of religious doctrine; . . . the court must defer to the position of the highest ecclesiastical authority that has decided the point. But to the extent the court can resolve a property dispute without reference to church doctrine, it should apply neutral principles of law. The court should consider sources such as the deeds to the property in dispute, the local church's articles of incorporation, the general church's constitution, canons, and rules, and relevant statutes, including statutes specifically concerning religious property, such as Corporations Code section 9142. [Citations.]" (Id. at p. 485.) That case involved a property dispute arising when a local parish of the national Episcopal Church withdrew from the national organization after a doctrinal dispute over the national church's ordination of an openly gay man. (Id. at pp. 475-476.) Applying neutral principles of law (Corp. Code, § 9142), the court determined the governing documents of both entities provided all church property reverted to the national church upon disaffiliation. (Id. at p. 475.)
The question presented in this case is not whether the trial court had authority to resolve an intrachurch property dispute, but rather, whether the trial court lacked jurisdiction over the dispute because the parties voluntarily agreed to arbitration? This determination requires application of basic contract principles to the submitted documents, not "ecclesiastical matters such as theological doctrine, church discipline, or the conformity of members to standards of faith and morality. [Citations.]" (Singh v. Singh (2004) 114 Cal.App.4th 1264, 1275.)
III. Voluntary Agreement to Arbitrate
As mentioned, District Council, the entity seeking arbitration, had the burden of proving the existence of a valid arbitration agreement by a preponderance of the evidence. District Council concedes the parties did not negotiate or enter into a written arbitration agreement. Instead, it submitted a copy of its bylaws containing a section about binding arbitration. As noted by the trial court, neither party signed the bylaws containing the arbitration provision. District Council, therefore, had the burden of proving Local Church, a corporation bound to follow its own set of bylaws, agreed to terms in the District Council's bylaws.
District Council presented evidence Local Church voluntarily chose to be a member of Assemblies of God, and membership impliedly included an agreement to be governed by District Council's bylaws. To support this theory, they cite to section 1280, subdivision (f), which broadly defines "'written agreement'" to include "a written agreement which has been extended or renewed by an oral or implied agreement." It misunderstands both legal concepts.
The cases cited by the District Council do not hold members always impliedly agree to an organization's bylaws. King v. Larsen Realty, Inc. (1981) 121 Cal.App.3d 349, 357 (King), and other cases cited in the briefing, hold an arbitration agreement may be self-executing under certain factual circumstances, not present in this case.
In the King case, two realtors signed an application for membership with the local board of realtors in which they agreed "to abide by the constitution, bylaws, rules and regulations of the local board and the state association" and one of those bylaws imposed upon members the duty to arbitrate "on the terms set forth in the California Association of Realtors Arbitration Manual." (King, supra, 121 Cal.App.3d at p. 355.) The court noted the Arbitration Manual "was readily available" to the two realtors. It determined it was "beyond question" the realtors contracted to abide by the bylaws that imposed a duty to arbitrate. "A secondary document becomes part of a contract as though recited verbatim when it is incorporated into the contract by reference provided that the terms of the incorporated document are readily available to the other party. [Citation.]" (Id. at p. 357.)
In the case before us, there is no evidence Local Church signed any agreement, let alone a document that incorporated by reference the District Council's bylaws. To the contrary, there is evidence Local Church adopted its own set of bylaws and has always operated as an independent corporate entity.
District Council's submission of Local Church's articles of incorporation do not support its argument. The original articles of incorporation, drafted in 1955, state Local Church intended a "cooperative fellowship" which is not the same as a subservient relationship, agency affiliation, or subsidiary corporate structure with the District Council and its bylaws. Indeed, other provisions of Local Church's articles of incorporation clearly state its intention to operate independently and litigate disputes in court. For example, section 2 of the articles of incorporation lists five "purposes for which this corporation is formed." Subsection (d) explains one purpose is to "carry on any business whatsoever which this corporation may deem proper or convenient in connection with any of the foregoing purposes . . . or which may be calculated directly or indirectly to promote the interests of this corporation, or to enhance the value of its property or business." Another purpose, listed in subsection (c), is "to sue and be sued in its corporate name; to make contracts and to receive property by devise or bequest . . . ." In this respect, Local Church's bylaws contradict the District Council's bylaws requiring disputes be arbitrated.
Moreover, the District Council's bylaws noted a distinction between member churches and "cooperative" fellowship churches. The bylaws stated, "A church bearing the designation of cooperative church shall not be considered a member church." (Italics added.) This category of churches could become a General Council affiliated church only if it followed certain protocols. We note, Local Church took the title "Assembly of God" out of its name in 1996, and the District Council's bylaws required "member churches" to add the title "Assemblies of God to their present church name."
Finally, the District Council's bylaws defined its "member churches" as being either District Council affiliated churches or General Council affiliated churches. The bylaws explained the distinction between the two related to control and governance. "The District Council affiliated church shall be under the direct oversight and governance of the District Council in a manner provided for in these bylaws. The title of property of the District Council affiliated churches may be held in the corporate name of the [District Council]." Whereas, the General council affiliated church was "regarded, within the limits of these bylaws, as self-propagating, self-supporting, and self-governing." The General Council affiliated church could "hold property in its name [and] govern itself by articles of governance consistent with the requirements of these bylaws . . . ." In summary, a General Council affiliated church can hold property in its own corporate name and adopt its own governing documents. None of the documents submitted by the District Council indicated a General Council affiliated church voluntarily agreed to incorporate by reference all the provisions of the District Council's bylaws. The cases regarding self-executing arbitration provisions require that there be a written membership agreement that incorporated by reference the unsigned document, i.e., bylaws with an arbitration clause. (See King, supra, 121 Cal.App.3d at p. 357.)
We reject District Council's alternative argument that Local Church impliedly agreed to its bylaws's arbitration provision pursuant to section 1280, subdivision (f). Section 1280 simply provides a list of definitions, and states, "'Written agreement' shall be deemed to include a written agreement which has been extended or renewed by an oral or implied agreement." (§ 1280, subd. (f).)
This definition is important because under section 1281.2, an oral arbitration agreement is ordinarily unenforceable. "The statutory scheme for the enforcement of arbitration agreements applies only to written agreements. (§ 1281 et seq.)" (Magness Petroleum Co. v. Warren Resoutvrd of Cal., Inc. (2002) 103 Cal.App.4th 901, 907.) "The statute expressly requires a court to order arbitration if it finds an agreement exists, '[o]n petition of a party to an arbitration agreement alleging the existence of a written agreement to arbitrate a controversy and that a party thereto refuses to arbitrate such controversy . . . .' [Citations.]" (Ibid.) The only circumstances under which a written agreement to arbitrate is deemed to include an oral or implied provision, is when the written agreement was "extended or renewed" by an oral agreement. Courts have determined section 1280, subdivision (f), does not "include an oral agreement revising or modifying a written agreement that has not expired." (Id. at p. 908, fn. omitted.) In the case before us, there is no evidence of a written arbitration agreement. The legal principle a party may orally or impliedly renew a written agreement has no relevance to this appeal.
Judge Hunt determined Local Church was bound to follow a different corporation's bylaws because (1) the two corporations agreed they shared a common religious faith[,] and (2) "faithfulness necessarily implies acquiescence in the bylaws and their arbitration provision." This reasoning impermissibly and unnecessarily applied religious doctrine rather than "neutral principles" to resolve the secular issue of whether two church entities entered into a binding arbitration agreement.
We find instructive a case involving a dispute between two Assemblies of God churches. (Iglesia Evangelica Latina, Inc. v. Southern Pacific Latin American Dist. of the Assemblies of God (2009) 173 Cal.App.4th 420 (Iglesia).) That court began its analysis by describing the hierarchy of Assemblies of God churches in the same way the parties in this case represented it. "Within [the] hierarchy are three levels: The General Council sits at the peak of the hierarchy; below this are district councils that supervise specific geographic areas; on the third level are two types of churches—district council churches and general council churches." It explained, "the general council churches have their own boards and operate independently, while district council churches are subject to direct control by their district councils. [Citation.]" (Id. at p. 424, fn. omitted.)
In Iglesia, defendant was a District Council level church, called Southern Pacific Latin American District of the Assemblies of God (regional district), which covered "portions of California, Nevada, Hawaii and Arizona." (Iglesia, supra, 173 Cal.App.4th at p. 424.) Plaintiff, a general council church called Iglesia Evangelica Latina, Inc. (local church) and its pastor sued after the regional district removed the local church's pastors (because of a dispute between them), converted the local church to a district council church, and transferred the local church's real property to the regional district. (Ibid.) The trial court ruled it could not interfere with the regional district decisions because the national church was a hierarchical church and the local church agreed to be governed by the national church's and regional district's constitution and bylaws, which gave regional district the absolute authority to resolve disputes. (Id. at pp. 431-432.)
The Iglesia court reversed, reasoning as follows: "The rule of deference to ecclesiastical decisions . . . does not require us to ignore [the local church's] secular corporate form. Because we can resolve the issue of whether [the regional district's] corporate takeover of [the local church] was proper without reference to . . . church doctrine, we apply neutral principles of law to this dispute." (Iglesia, supra, 173 Cal.App.4th at p. 440.) The court examined the local church's bylaws and observed there was no evidence the regional district complied with those provisions in conducting its corporate takeover of the local church. (Id. at pp. 440-441.) It also examined the governing documents of the national church and the regional district, and concluded provisions in them were insufficient to permit the regional district to ignore the local church's corporate form. (Ibid.) Moreover, the governing documents did not allow the regional district to usurp the local church's ownership of its property and the regional district did not comply with the express provisions of its own bylaws governing transfers of property. (Id. at pp. 443-444.)
The Iglesia court expressly rejected the regional district's argument the court must defer to what was written in the bylaws regarding church governance. It reasoned, "Pursuant to Episcopal Church Cases, the state has an interest in resolving, and indeed an obligation to resolve, secular corporate disputes that do not implicate matters of doctrine. [Citation.] Here, we conclude that [the regional district] erroneously believed . . . it could ignore [the local church's] corporate form and applicable statutory and other corporate formalities in taking control of the church. The rule of deference to ecclesiastical decisions, such as to the decision to change [the local church's] status from general council church to district council church, does not require us to ignore [the local church's] secular corporate form. Because we can resolve the issue of whether [the regional district's] corporate takeover of [the local church] was proper without reference to Assemblies of God church doctrine, we apply neutral principles of law to this dispute." (Iglesia, supra, 173 Cal.App.4th at pp. 439-440.)
This case provides a good example of when a trial court need not defer to the ecclesiastical rule. While courts must avoid deciding questions of religious doctrine when presented with disputes between a local church and a national church, courts have a duty to examine the governing documents to determine whether the dispute may be resolved without reference to religious doctrine, and can instead be resolved by application of neutral principles of law. The court erred in failing to examine the governing documents and decide whether the dispute about the existence of a valid arbitration agreement could be resolved without reference to the Assemblies of God church doctrine.
Applying our de novo standard of review, we conclude the District Council failed its burden of showing the existence of a valid arbitration agreement by a preponderance of the evidence. To prevail on the theory the arbitration agreement was self-executing, the District Council needed additional documentation demonstrating Local Church's "membership agreement" incorporated by reference its unsigned bylaws. As noted by the trial court in its order, "the documentary evidence was meager" and "the facts which [were] put before the court were somewhat sketchy." The court needed only to apply neutral principles of law to reach the conclusion District Council did not satisfy its burden of proof and deny the petition on that basis.
DISPOSITION
The order granting the petition to compel arbitration and the order confirming the arbitration award are reversed. The matter is remanded. Appellant may recover its costs on appeal.
O'LEARY, P. J. WE CONCUR: ARONSON, J. FYBEL, J.