METEOR PHOTO & IMAGING CO V TRAVIS L PARR
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STATE OF MICHIGAN
COURT OF APPEALS
METEOR PHOTO & IMAGING COMPANY,
UNPUBLISHED
February 2, 1999
Plaintiff-Appellant,
v
No. 206366
Oakland Circuit Court
LC No. 97-547755 CZ
TRAVIS L. PARR,
Defendant-Appellee.
Before: Sawyer, P.J., and Wahls and Hoekstra, JJ.
MEMORANDUM.
Plaintiff appeals as of right from the circuit court order denying its motion to vacate an
arbitration award and granting defendant’s motion to confirm and enter judgment on the award. We
affirm. This appeal is being decided without oral argument pursuant to MCR 7.214(E).
Plaintiff and defendant entered into an agreement pursuant to which defendant accepted
employment as an “executive officer,” “[s]ubject to this Agreement’s terms and conditions.” He was
given the title of President and Chief Operating Officer, but agreed to accept any other title designated
by plaintiff’s Board of Directors, of which he was a member. Defendant was to remain “subject to the
direction and control” of the Board.
The Board abolished the position of President and Chief Operating Officer, and distributed its
duties among four vice-presidents. Defendant was assigned to the position of Sales Manager at the
Atlanta facility. After one month in this position defendant resigned. He asserted that plaintiff had
breached the agreement.
The matter was submitted to arbitration. The arbitrator found that defendant contracted for
employment as an executive officer, and that while that category was generic, a change in duties that
expelled defendant from that rank constituted a breach of contract. The arbitrator found that the
position of Sales Manager was not an executive officer position. The arbitrator concluded that plaintiff
breached the agreement, and entered a monetary award in defendant’s favor.
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Plaintiff appealed to circuit court, and filed a motion to vacate the award. Defendant filed a
motion to confirm and enter judgment on the award. The circuit court confirmed the award, noting that
it was required to give deference to the findings of the arbitrator, and that it could not disturb the
decision absent a substantial error of law.
Arbitrators exceed their powers whenever they act beyond the material terms of the contract
from which they primarily draw their authority, or in c
ontravention of controlling principles of law.
DAIIE v Gavin, 416 Mich 407, 434; 331 NW2d 418 (1982). This standard precludes review on the
grounds that the award was against the great weight of the evidence or was not supported by substantial
evidence. Donegan v Michigan Mutual Ins Co, 151 Mich App 540, 549; 391 NW2d 403 (1986).
This Court reviews a circuit court’s grant of a motion to confirm or vacate an award de novo.
Dohanyos v Detrex Corp (After Remand), 217 Mich App 171, 177-178; 550 NW2d 608 (1996).
On appeal, plaintiff argues that the arbitrator exceeded his powers by acting beyond the material
terms of the agreement. According to plaintiff, the arbitrator erred in concluding that plaintiff could only
assign defendant those titles and duties appropriate for an executive officer. We disagree, and affirm the
decision of the circuit court. No Michigan employment law case has defined the term “executive
officer.” The term is ambiguous, in that it reasonably may be understood in different ways. An
ambiguity must be resolved by the finder of fact by determining the intentions of the parties. The finder
of fact must construe the contract terms in light of the circumstances in which the contract was made.
The intention of the parties prevails over the literal terms of the contract. Klever v Klever, 333 Mich
179, 186; 52 NW2d 653 (1952). Here, the arbitrator concluded that the parties contracted for
defendant’s employment as an executive officer, and that the position of Sales Manager was not an
executive officer position. The arbitrator did not exceed his authority by interpreting the contract in this
fashion. The circuit court correctly deferred to the findings of the arbitrator. Gordon Sel-Way v
Spence Bros, Inc, 438 Mich 488, 497; 475 NW2d 704 (1991).
Affirmed.
/s/ David H. Sawyer
/s/ Myron H. Wahls
/s/ Joel P. Hoekstra
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