NO.

_____________

In the Supreme Court of Texas


I N RE TAILWIND SPORTS CORP. AND LANCE ARMSTRONG
Relators

ORIGINAL PROCEEDING FROM CAUSE NO. DC-13-01564
116TH JUDICIAL DISTRICT COURT OF DALLAS COUNTY, TEXAS
HON. TONYA PARKER PRESIDING
PETITION FOR WRIT OF MANDAMUS


SMITH LAW GROUP, P.C.
D. Todd Smith
State Bar No. 00797451
todd@appealsplus.com
Brandy Wingate Voss
State Bar No. 24037046
brandy@appealsplus.com
1250 Capital of Texas Hwy. S.
Three Cielo Center, Suite 601
Austin, Texas 78746
(512) 439-3230
(512) 439-3232 (fax)

HOWRY BREEN & HERMAN LLP
Timothy J. Herman
State Bar No. 09513700
therman@howrybreen.com
Sean E. Breen
State Bar No. 00783715
sbreen@howrybreen.com
1900 Pearl Street
Austin, Texas 78705
(512) 474-7300
(512) 474-8557 (fax)

Counsel for Relators
Tailwind Sports Corp. and Lance Armstrong
14-0328
FILED
14-0328
SUPREME COURT OF TEXAS
AUSTIN, TEXAS
5/2/2014 4:15:37 PM
BLAKE HAWTHORNE
CLERK
i
IDENTITY OF PARTIES AND COUNSEL
Relators: Appellate Counsel for Relators:
Tailwind Sports Corp. (erroneously
sued as Tailwind Sports, Inc.)

Lance Armstrong


D. Todd Smith
Brandy Wingate Voss
SMITH LAW GROUP, P.C.
1250 Capital of Texas Highway South
Three Cielo Center, Suite 601
Austin, Texas 78746

Timothy J. Herman
Sean E. Breen
HOWRY BREEN & HERMAN, L.L.P.
1900 Pearl Street
Austin, Texas 78705

Additional Counsel in Court of Appeals:

Michael K. Hurst
A. Shonn Brown
GRUBER HURST JOHANSEN HAIL SHANK LLP
1445 Ross Ave., Suite 2500
Dallas, Texas 75202

Trial Counsel for Relators:
Timothy J. Herman
Sean E. Breen
HOWRY BREEN & HERMAN, L.L.P.
1900 Pearl Street
Austin, Texas 78705







ii
Additional Trial Counsel for Relator
Lance Armstrong:

Michael K. Hurst
A. Shonn Brown
GRUBER HURST JOHANSEN HAIL & SHANK, LLP
1445 Ross Ave., Suite 2500
Dallas, Texas 75202

Cru Energy
Counter-Plaintiff/Intervention Defendant
Mark Cohen
Rose R. Cohen
LAW OFFICE OF MARK COHEN
805 W. 10th Street, Suite 100
Austin, Texas 78701

Respondent:
Hon. Tonya Parker
116TH JUDICIAL DISTRICT COURT
George L. Allen, Sr. Courts Building
600 Commerce Street, Box 640
Dallas, Texas 75202

Real Party in Interest:

SCA Promotions, Inc.
Counsel for Real Party in Interest:

Jeffrey M. Tillotson
LYNN TILLOTSON PINKER & COX, L.L.P.
2100 Ross Avenue, Suite 2700
Dallas Texas 75201



iii
TABLE OF CONTENTS
Identity of Parties and Counsel ................................................................................... i
Index of Authorities .................................................................................................. vi
Statement of the Case ................................................................................................. 1
Statement of Jurisdiction ............................................................................................ 3
Issues Presented ......................................................................................................... 3
1. Multiple legislative policies conflict in this case, and
Relators have no apparent means of recovering attorney fees
or costs through the re-convened arbitration. Do Relators
have an adequate remedy at law?
2. Did the district court abuse its discretion by denying
Relators’ respective motions to stay the re-commenced
arbitration based on its conclusions that:
a. the Settlement Agreement granted the arbitrators
authority to “resolve all disputes, including the issue of
arbitrability,” regardless of whether they “aris[e] under
or in connection with” the agreements at issue?
b Tailwind may be subjected to arbitration, even though
it dissolved more than three years before SCA brought
these claims and, therefore, can neither sue nor be
sued?
c. SCA’s claims for “sanctions” and for forfeiture of
“prize money” fall within the relevant agreements’
arbitration clauses?
d. arbitrators have an inherent power to sanction lasting
years after a final award has issued and the
proceedings have closed?
e. the parties impliedly modified the relevant arbitration
agreements to authorize open-ended, post-arbitration
sanctions arising from conduct that allegedly occurred
before rendition of the Final Award?
iv
Statement of Facts ...................................................................................................... 3
Argument.................................................................................................................... 6
I. This Case Warrants Extraordinary Relief ............................................. 7
A. Relators’ Inability to Recover Fees and Expenses
Weighs in Favor of Mandamus Review ..................................... 8
B. Conflicting Legislative Mandates Abound ................................. 9
II. The Trial Court’s Refusal to Stay the Re-convened
Arbitration Was an Abuse of Discretion ............................................. 10
A. The Settlement Agreement Does Not “Clearly and
Unmistakably” Permit the Arbitrators to Resolve
Arbitrability or to Decide All Disputes Between the
Parties ........................................................................................ 11
B. Tailwind Is No Longer a Party to Any Arbitration
Agreement ................................................................................. 12
C. SCA’s Sanctions and Forfeiture Claims Are Outside
the Scope of Any Express Arbitration Agreement ................... 13
1. The Settlement Agreement limits arbitrable
issues to those involving performance of its
terms................................................................................ 13
2. The trial court’s legal conclusions do not
support arbitrating SCA’s sanctions claim ..................... 15
3. USADA’s alleged requirement that Relators
forfeit “prize money” is not with the
agreements’ scope ........................................................... 18
D. Arbitrators Do Not Have Inherent Power to Sanction
After an Award Has Become Final ........................................... 19
E. There Is No Implied Agreement to Arbitrate Sanctions
Claims Independent of the Settlement ...................................... 21
Conclusion and Prayer ............................................................................................. 22
v
Record Certification ................................................................................................. 23
Certificate of Compliance ........................................................................................ 24
Certificate of Service ............................................................................................... 24
Appendix ............................................................................................................... post
vi
INDEX OF AUTHORITIES
Cases Page(s)
BDO Seidman, LLP v. J.A. Green Dev. Corp.,
327 S.W.3d 852 (Tex. App.—Dallas 2010, no pet.) .....................................10
Burlington Res. Oil & Gas Co., L.P. v. San Juan Basin Royalty Trust,
249 S.W.3d 34 (Tex. App.—Houston [1st Dist.] 2007, pet. denied) ............11
Chrysler Corp. v. Blackmon,
841 S.W.2d 844 (Tex. 1992) .........................................................................16
E. Texas Salt Water Disposal Co., Inc. v. Werline,
307 S.W.3d 267 (Tex. 2010) .....................................................................9, 10
Eichelberger v. Eichelberger,
582 S.W.2d 3959 (Tex. 1979) .......................................................................20
First Pres. Capital, Inc. v. Smith Barney, Harris Upham & Co., Inc.,
939 F. Supp. 1559 (S.D. Fla. 1996) ...............................................................20

Hamstein Cumberland Music Grp. v. Williams,
532 F. App’x 538, 540-43 (5th Cir. 2013) (not designated for
publication) ....................................................................................................20
Harrison v. Williams Dental Grp., P.C.,
140 S.W.3d 912 (Tex. App.—Dallas 2004, no pet.) .....................................21
In re D. Wilson Const. Co.,
196 S.W.3d 774 (Tex. 2006) .................................................................. 10, 11
In re FirstMerit Bank, N.A.,
52 S.W.3d 749 (Tex. 2001) .................................................................... 15, 16
In re Gulf Exploration, LLC,
289 S.W.3d 836 (Tex. 2009) .....................................................................7, 10
In re Ruby Tequila’s Amarillo W., LLC,
No. 07-11-00494-CV, 2012 WL 537812 (Tex. App.—Amarillo
Feb. 17, 2012, orig. proceeding) (mem. op.) .......................................... 17, 19
In re Schmitz,
285 S.W.3d 451 (Tex. 2009) ........................................................................... 9
vii
In re Sthran,
327 S.W.3d 839 (Tex. App.—Dallas 2010, orig. proceeding) ..................8, 10
In re Wyatt Services, L.P.,
No. 07-14-00100-CV, 2014 WL 1499676 (Tex. App.—Amarillo
Apr. 4, 2014, orig. proceeding) ....................................................................... 8
J.M. Davidson, Inc. v. Webster,
128 S.W.3d 223 (Tex. 2003) .................................................................. 10, 13
Kenseth v. Dallas County,
126 S.W.3d 584 (Tex. App.—Dallas 2004, pet. denied) ..............................17
Mantri v. Bergman,
153 S.W.3d 715 (Tex. App.—Dallas 2005, pet. denied) ..............................17
McReynolds v. Elston,
222 S.W.3d 731 (Tex. App.—Houston [14th Dist.] 2007, no pet.) ..............11

Pellow v. Cade,
990 S.W.2d 307, 313 (Tex. App.—Texarkana 1999, no pet.) ..................... 13

Pennzoil Co. v. Arnold Oil Co.,
30 S.W. 3d 494 (Tex. App. —San Antonio 2000, orig.
proceeding) ...................................................................................................15
Phillips v. ACS Mun. Brokers, Inc.,
888 S.W.2d 872 (Tex. App.—Dallas 1994, no writ) ....................................... 6
Pisciotta v. Shearson Lehman Bros., Inc.,
629 A.2d 520 (D.C. Ct. App 1993) ...............................................................20
Roe v. Ladymon,
318 S.W.3d 502 (Tex. App.—Dallas 2010, no pet.) .....................................11
Sutphin v. Tom Arnold Drilling Contractor, Inc.
17 S.W.3d 765 (Tex. App.—Austin 2000, no pet.) .......................................20
TransAmerican Natural Gas Corp. v. Powell,
811 S.W.2d 913 (Tex. 1991) .........................................................................16
TransCore Holdings, Inc. v. Rayner,
104 S.W.3d 317 (Tex. App.—Dallas 2003, pet. denied) ..............................17
viii

VSR Fin. Servs. Inc., v. McLendon,
409 S.W. 3d 817, 832 (Tex. App. —Dallas 2013, no pet.) .............................. 15
Statutes Page(s)
DEL. CODE ANN. tit. 8 § 278 ....................................................................................12
TEX. BUS. ORGS. CODE § 11.351 ..........................................................................9, 13
TEX. BUS. ORGS. CODE § 11.356 ..............................................................................13
TEX. BUS. ORGS. CODE § 11.359 ................................................................... 9, 12, 13
TEX. CIV. PRAC. & REM. CODE § 154.002 .................................................................. 9
TEX. CIV. PRAC. & REM. CODE § 171.087 ................................................................10
TEX. CIV. PRAC. & REM. CODE § 171.088 ................................................................10
TEX. CIV. PRAC. & REM. CODE § 171.092 ................................................................10
TEX. CONST. art. V, § 3 .............................................................................................. 3
TEX. GOV’T CODE § 22.002(a) ................................................................................... 3
Rules Page(s)
TEX. R. APP. P. 52.7(a)(1) .......................................................................................... 1
Tex. R. Civ. P. 91a ..................................................................................................... 5



1
TO THE HONORABLE SUPREME COURT OF TEXAS:
This is an extraordinary case in which the real party in interest is attempting
to undo an eight-year-old settlement and agreed final arbitration award. Mandamus
relief for Relators Tailwind Sports Corp. and Lance Armstrong should be granted.
STATEMENT OF THE CASE
Underlying Proceeding: Tailwind and Armstrong filed motions to
stay arbitration in the 116th Judicial
District Court of Dallas County, Texas in
Cause No. DC13-01564, which is styled
SCA Promotions, Inc. v. Lance Armstrong,
Tailwind Sports, Inc., and William
Stapleton. See MR:1, 354, 479, 595, 732.
1

Nature of the Case and Ruling at
Issue:
SCA brought the underlying lawsuit to
collaterally attack a Final Arbitration
Award rendered in February 2006 in a
dispute between the same parties. MR:1,
680 (Apx. B). The final award resulted
from a Compromise Settlement Agreement
that superseded all prior agreements.
MR:672 (Apx. A).
After Relators answered and filed
dispositive motions, SCA attempted to re-
convene the previous arbitration. MR:36,
315, 317, 348, 352, 768. By a 2-1 vote, the
arbitrators asserted jurisdiction over SCA’s
claims. MR:685 (Apx. C), 693 (Apx. D).

1
Relators are filing a consecutively paginated record, which is cited by page number (e.g.,
MR:1). See TEX. R. APP. P. 52.7(a)(1). The appendix is referenced by tab letter (e.g., Apx. A).
2
Tailwind and Armstrong separately moved
to stay the re-convened arbitration as
authorized by the Texas General
Arbitration Act (“TAA”). MR:354, 479,
595, 732. The trial court denied both
motions. MR:1412 (Apx. C).

Respondent: The Honorable Tanya Parker, Judge of the
116th Judicial District Court of Dallas
County, Texas.

Relief Sought: Relators seek a writ of mandamus directing
the trial court to vacate its order and issue a
new order permanently staying the re-
convened arbitration.
By separate motion, Relators intend to ask
this Court to grant them temporary relief
from any further action in the arbitration,
including any discovery, while this matter
remains pending.
Date Petition Filed in Court of
Appeals:
March 3, 2014.
Court of Appeals: Fifth District of Texas at Dallas. Justice
Kerry P. FitzGerald authored the opinion,
joined by Justices Molly Francis and David
Lewis. In re Tailwind Sports Corp., No.
05-14-00252-CV, 2014 WL 1678962 (Tex.
App.—Dallas Apr. 24, 2014, orig.
proceeding) (mem. op.) (Apx. F).
Disposition Below: Petition for writ of mandamus denied.
2


2
Relators also filed an interlocutory appeal, which was dismissed for want of jurisdiction. See
Armstrong v. SCA Promotions, Inc., No. 05-14-00300-CV, 2014 WL 1678988 (Tex. App.—Dallas
Apr. 24, 2014, no. pet. h.).
3
STATEMENT OF JURISDICTION
This Court has jurisdiction under Article V, Section 3 of the Texas
Constitution and Section 22.002(a) of the Texas Government Code. See TEX.
CONST. art. V, § 3; TEX. GOV’T CODE § 22.002(a).
ISSUES PRESENTED
1. Multiple legislative policies conflict in this case, and Relators have no
apparent means of recovering attorney fees or costs through the re-convened
arbitration. Do Relators have an adequate remedy at law?
2. Did the district court abuse its discretion by denying Relators’ respective
motions to stay the re-commenced arbitration based on its conclusions that:
a. the Settlement Agreement granted the arbitrators authority to “resolve
all disputes, including the issue of arbitrability,” regardless of whether
they “aris[e] under or in connection with” the agreements at issue?
b Tailwind may be subjected to arbitration, even though it dissolved
more than three years before SCA brought these claims and, therefore,
can neither sue nor be sued?
c. SCA’s claims for “sanctions” and for forfeiture of “prize money” fall
within the relevant agreements’ arbitration clauses?
d. arbitrators have an inherent power to sanction lasting years after a
final award has issued and the proceedings have closed?
e. the parties impliedly modified the relevant arbitration agreements to
authorize open-ended, post-arbitration sanctions arising from conduct
that allegedly occurred before rendition of the Final Award?
STATEMENT OF FACTS
Arbitration, Settlement, and Agreed Final Award: In June 2001,
Tailwind’s predecessor purchased Contingent Prize Contract #31122 from SCA.
MR:708. Through the Prize Contract, SCA insured Tailwind’s obligation to pay
4
incentive compensation under an employment agreement between Tailwind and
Armstrong, namely performance awards tied to the Tour de France. Id.
A dispute arose regarding SCA’s payment obligations, culminating in a
binding arbitration between Tailwind, Armstrong, and SCA. MR:9, 14; see
MR:708. During the arbitration, SCA alleged Armstrong violated the competition
rules during the 2002-2004 Tours by using performance-enhancing drugs
(“PEDs”). See MR:2-6, 8. SCA accused Armstrong of concealing his PED use and
examined him and other witnesses about these allegations. Id.; MR:693.
The parties settled before the arbitrators could issue a decision on the merits.
See MR:9, 23-24, 672 (Apx. A), 693-94 (Apx D). As part of the Compromise
Settlement Agreement, SCA agreed to pay $7.5 million and further agreed to a
Final Arbitration Award confirming its obligation. MR:15, 672-73 (Apx. A), 680
(Apx. B), 693-94 (Apx. D).
Per the Settlement Agreement, the arbitrators neither exercised discretion
nor relied on any testimony, but merely implemented the parties’ agreement.
MR:680. In light of the agreed disposition and satisfaction of the Agreement’s
terms, SCA did not move to modify or vacate the Final Award, and Tailwind did
not formally move to confirm. See MR:1413-14.
Tailwind Winds Up: Tailwind was incorporated in Delaware and registered
to do business in Texas. See MR:711-731. On December 31, 2007, Tailwind’s
5
directors dissolved the corporation and created a liquidating trust. Id. The
liquidating trust was itself dissolved in 2010. Id.
SCA Files Suit to Set Aside the Arbitration Award: In February 2013,
SCA filed the underlying lawsuit, naming Armstrong, Tailwind, and William
Stapleton (Tailwind’s former CEO) as defendants. See MR:1-35; 1416-17. Among
other things, SCA asked the trial court to vacate the Settlement Agreement and
Final Award because Armstrong concealed his PED use from racing officials and
was wrongfully declared the “Official Winner” of the 2002-2004 Tours. MR:27.
Armstrong and Stapleton sought dismissal under Texas Rule of Civil
Procedure 91a. MR:317. All defendants further brought pleas to the jurisdiction
based largely on SCA’s failure to timely assert a valid basis for vacating the Final
Award. MR:36, 315. These motions remain pending. See MR:1416-17.
SCA Asks the Arbitrators to Re-convene: Rather than respond to
defendants’ dispositive motions, SCA switched strategies, strip-mined some of its
judicial claims, and asked the arbitrators to “re-convene.” MR:768. SCA has
asserted two basic claims before the arbitrators: (1) that Relators should be
sanctioned for conduct during the 2005-2006 proceeding; and (2) that Relators
should forfeit “prize money” based on a Reasoned Decision from the United States
Anti-Doping Agency [“USADA”]. MR:769-72, 782-83. SCA seeks to punish both
Tailwind and Armstrong, but primarily intends to recoup what it paid under the
Settlement Agreement. MR:769-72, 786.
6
A Two-Arbitrator Majority Votes to Step In: Tailwind and Armstrong
objected to re-convening the arbitration. MR:1080, 1202, 1400. Nevertheless, two
of the three arbitrators issued a Partial Final Award on Jurisdiction declaring their
intent to re-convene. MR:685-92 (Apx. C). The third arbitrator dissented, opining
that SCA’s request was a belated attempt to vacate the Final Award. MR:695 (Apx.
D). The panel set a hearing date and ordered Armstrong’s deposition. MR:1418-21.
Motions to Stay and Lower Court Rulings: Tailwind and Armstrong
brought motions to stay the re-convened proceeding, which the trial court denied.
MR:595, 732, 1412 (Apx. E). At Relators’ request, the trial court issued findings of
fact and conclusions of law. MR:1517, 1548. Relators unsuccessfully challenged
the trial court’s order in the Fifth Court of Appeals. See Apx. F.
ARGUMENT
A trial court may “stay an arbitration commenced or threatened on
application and a showing that there is not an agreement to arbitrate.” TEX. CIV.
PRAC. & REM. CODE § 171.023(a) (Apx. G). The court decides (1) whether an
enforceable arbitration agreement exists; and (2) whether the claims fall within the
agreement’s scope. See Phillips v. ACS Mun. Brokers, Inc., 888 S.W.2d 872, 875
(Tex. App.—Dallas 1994, no writ).
SCA relies on arbitration clauses in the Settlement Agreement and the Prize
Contract. MR:847-48, 855-56. But Tailwind is no longer bound to those
agreements, and neither covers SCA’s claims. And allowing SCA another shot at
7
arbitration cannot be supported by any “inherent power” or implied modification
theory, despite the trial court’s conclusions.
I. This Case Warrants Extraordinary Relief
SCA argued below that this Court’s decision in In re Gulf Exploration, LLC,
closed the door to mandamus review of all pro-arbitration orders. See 289 S.W.3d
836 (Tex. 2009). To the contrary, this dispute more than warrants the writ.
In Gulf Exploration, the Court addressed the circumstances under which
mandamus review of an order compelling arbitration
3
may be available. The Court
began by confirming the general rule that “[t]here is no definitive list of when an
appeal will be ‘adequate,’ as it depends on a careful balance of the case-specific
benefits and detriments of delaying or interrupting a particular proceeding.” 289
S.W.3d at 842. However, the Court identified two factors in balancing the
adequacy of an appellate remedy: (1) whether the relator can recover fees and
expenses that would be incurred in arbitration; and (2) whether legislative
mandates might conflict, requiring mandamus to preserve legislative policies and
corresponding substantive and procedural rights. Id. at 843-44. At least two courts
have read Gulf Exploration as permitting mandamus when these factors tip the

3
No Texas appellate court appears to have held that an adequate legal remedy exists when, as
here, the trial court has denied a motion to stay arbitration. Until courts apply the law that way,
Relators are concerned that TAA section 171.088(a)(4) might preclude them from raising the lack
of an arbitration agreement as a ground to vacate a new award. If that is so, Relators would have no
legal remedy, much less an adequate one.
8
balance. See In re Wyatt Services, L.P., No. 07-14-00100-CV, 2014 WL 1499676,
at *3 (Tex. App.—Amarillo Apr. 4, 2014, orig. proceeding); In re Sthran, 327
S.W.3d 839, 846 (Tex. App.—Dallas 2010, orig. proceeding).
A. Relators’ Inability to Recover Fees and Expenses Weighs in Favor
of Mandamus Review
The unjustified expense of a second arbitration and Relators’ apparent
inability to recover fees from SCA no matter the outcome favors mandamus.
Positioned as the claimant, SCA is not making contractual claims—it is asking the
arbitrators to sanction Relators and order forfeiture. MR:632-36. Importantly,
Relators have no ready vehicle to recover costs and fees for having to defend
against these claims, as no statute or contract authorizes that relief. See generally
MR:672-78 (Apx. A), 708-09.
Relators have incurred significant fees in this matter and will continue to do
so absent the requested stay. Even if Relators were to prevail in arbitration, they
have no apparent basis for recouping their expenses. Accordingly, any appeal
following a re-convened arbitration will be inadequate.
B. Conflicting Legislative Mandates Abound
Several competing legislative mandates warrant a determination that
Relators lack an adequate legal remedy. First, the legislative policy favoring
arbitration clashes with an equally important policy that corporations, as part of the
winding-up process, must be able to mark a date after which they will no longer
9
have to incur fees and costs defending a claim or to endure a judgment. See TEX.
BUS. ORGS. CODE §§ 11.351, 11.359. The forum in which that claim is brought—in
court or in arbitration—should not affect Tailwind’s statutory rights. See, e.g., In re
Schmitz, 285 S.W.3d 451, 459 (Tex. 2009) (granting mandamus to preserve
corporation’s rights under Business Corporations Act).
Another conflict exists if the policy favoring arbitration is favored over the
equally important legislative mandate promoting voluntary settlements. See TEX.
CIV. PRAC. & REM. CODE § 154.002. Although the arbitrators heard considerable
evidence, the parties took their original dispute away from the panel and resolved it
themselves. MR:672-78 (Apx. A). SCA seeks an opportunity to change the result
based on information it claims did not exist when the settlement was concluded.
Permitting SCA to go behind the Settlement Agreement under the guise of
pursuing “sanctions” and “forfeiture” will render the agreement meaningless. “And
where, as here, the parties have agreed to ‘final and binding’ arbitration only for
[SCA] to be given a Mulligan, their right to contract is also subverted.” E. Texas
Salt Water Disposal Co., Inc. v. Werline, 307 S.W.3d 267, 271 (Tex. 2010).
Finally, blind adherence to the policy favoring arbitration would sacrifice an
equally fundamental legislative policy supporting the finality of arbitration awards.
The legislature has strictly limited the forum in which an arbitration award can be
challenged, the grounds on which any such challenge can be based, and the period
within which such challenges must be brought. See TEX. CIV. PRAC. & REM. CODE
10
§ 171.087-.088, .092. Allowing SCA to obtain a new award by skipping the
legislatively-established process, asserting non-statutory grounds for obtaining a
new award, and doing so years after the fact thwarts the legislature’s authority and
offers no deference to the original award.
“[W]hen legislative mandates might be construed to conflict, mandamus will
‘preserve important substantive and procedural rights from impairment and loss,
[and] allow the appellate courts to give needed and helpful direction to the law that
would otherwise prove elusive in appeals from final judgments.” Sthran, 327
S.W.3d at 847 (citing Gulf Explor., 289 S.W.3d at 843). Disallowing mandamus
review here would effectively “create an exception in a statutory provision that has
none, weaken the strictures on limited judicial review of arbitration awards, [and]
create the real possibility of a serious injustice by allowing endless re-arbitrations.”
See Werline, 307 S.W.3d at 276-77 (Willett, J., concurring). Because Relators lack
an adequate remedy at law, this Court should issue the writ.
II. The Trial Court’s Refusal to Stay the Re-convened Arbitration Was an
Abuse of Discretion
“Arbitration agreements are interpreted under traditional contract
principles.” J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 227 (Tex. 2003).
Whether a claim falls within an arbitration clause’s scope is a legal question. BDO
Seidman, LLP v. J.A. Green Dev. Corp., 327 S.W.3d 852, 854 (Tex. App.—Dallas
2010, no pet.). Doubts about scope ordinarily favor coverage. In re D. Wilson
11
Const. Co., 196 S.W.3d 774, 782 (Tex. 2006). However, the policy favoring
arbitration cannot support stretching a clause beyond the parties’ intent or
disregarding unambiguous contract provisions. Burlington Res. Oil & Gas Co.,
L.P. v. San Juan Basin Royalty Trust, 249 S.W.3d 34, 44 (Tex. App—Houston [1st
Dist.] 2007, pet. denied); McReynolds v. Elson, 222 S.W.3d 731, 740 (Tex. App.
—Houston [14th Dist.] 2007, no pet.).
A. The Settlement Agreement Does Not “Clearly and Unmistakably”
Permit the Arbitrators to Resolve Arbitrability or to Decide All
Disputes Between the Parties
The trial court concluded that the Settlement Agreement authorized the
arbitrators to resolve all disputes between the parties, including what is arbitrable.
MR:1557-58. However, “[a]bsent ‘clear and unmistakable evidence’ that the
parties agreed to the contrary, the primary power to decide such issues lies with the
courts—not an arbitrator.” Roe v. Ladymon, 318 S.W.3d 502, 512 (Tex. App.—
Dallas 2010, no pet.).
The only relevant evidence is Paragraph 5.6 of the Settlement Agreement:
The [original] Arbitration Panel … shall have exclusive jurisdiction
over the parties hereto with respect to any dispute or controversy
among them arising under or in connection with this [Settlement
Agreement] or [the Prize Contract] and, by execution and delivery of
this [Settlement Agreement], each of the parties hereby submits to the
jurisdiction of that Panel and waives any objection to such jurisdiction
on the grounds of venue or forum non conveniens, the absence of in
personam or subject matter jurisdiction and any similar grounds ….”
MR:676-77 (Apx. A). This passage does not support the trial court’s conclusion.
12
Paragraph 5.6 assumes the existence of a dispute “arising under or in
connection with” the referenced agreements. Without first satisfying that
condition—a contested issue that will be addressed below—the arbitrators’
“exclusive jurisdiction” means nothing. By placing that limitation on the scope of
arbitrable disputes, the parties made clear they did not intend every dispute that
might ever arise between them to be covered.
By interpreting Paragraph 5.6 as permitting the arbitrators not only to
determine arbitrability, but also to decide any and all disputes that may ever
emerge between the parties, the trial court read “arising under or in connection
with” out of the Settlement Agreement. This misinterpretation creates a dangerous
precedent and unnecessarily exposes the parties to future litigation despite their
clear intention otherwise.
B. Tailwind Is No Longer a Party to Any Arbitration Agreement
Under the Business Organizations Code, “an existing claim by or against a
terminated filing entity is extinguished unless an action or proceeding is brought
on the claim not later than the third anniversary of the date of termination of the
entity.” TEX. BUS. ORGS. CODE § 11.359.
4
A claim must be asserted in an “action
or proceeding,” and the statute bars actions and proceedings brought more than
three years post-dissolution. See id. The Code makes no allowance for arbitrations

4
Delaware law is the same. See DEL. CODE ANN. tit. 8 § 278.
13
instituted more than three years after a corporation dissolved. See id. §§ 11.351,
11.356, 11.359.
The three-year period is not a “limitations period”—it is a survival period,
the expiration of which extinguishes any claim by or against the corporation.
Pellow v. Cade, 990 S.W.2d 307, 313 (Tex. App.—Texarkana 1999, no pet.).
“[W]hen a cause of action is outside a survival statute’s ambit, the cause of action
is extinguished and no longer exists.” Id. Any judgment thereon is a “nullity.” Id.
Tailwind dissolved on December 31, 2007, more than three years before
SCA filed the underlying lawsuit and later persuaded the arbitrators to re-convene.
Compare MR:1 and MR:632-52, with MR:711-31. Because there is no longer an
entity capable of having agreed to arbitration, no enforceable arbitration agreement
exists between Tailwind and SCA.
C. SCA’s Sanctions and Forfeiture Claims Are Outside the Scope of
Any Express Arbitration Agreement
1. The Settlement Agreement limits arbitrable issues to
those involving performance of its terms
As with any contract, a court’s primary concern in interpreting an arbitration
agreement is to ascertain the parties’ intent as expressed in the instrument.
Webster, 128 S.W.3d at 227. No single provision is giving controlling effect;
instead, all provisions are considered with reference to the whole document. Id.
14
The Settlement Agreement reveals an intent to end the original controversy
and limit future claims to those involving performance of the Agreement. This
intent is expressed in terms providing for:
 Consideration consisting of SCA’s lone remaining obligation under
the Prize Contract—reimbursement of the bonus amount Tailwind
owed to Armstrong after the 2004 Tour de France. MR:672 (Apx. A);
see MR:645, 708.
 SCA to complete payments within one year unconditionally and
without any withholding or offset, “regardless of the circumstances or
any claim made by [SCA], including any claims by [SCA] that
[Relators] have breached this Agreement in any way.” MR:673.
 All three arbitrators to sign a final award ordering SCA to pay $7.5
million, and language expressly stating that “[n]o party may
challenge, appeal or attempt to set aside the Arbitration Award.” Id.
 An express disclaimer of reliance stating that the parties “execute this
[Settlement Agreement] without reliance on any representation of any
kind or character not expressly stated in this [Agreement] ….”
MR:674.
 A merger clause acknowledging that “this instrument constitutes the
entire agreement between [the parties] with respect to the matters
being compromised and settled …, and that [the Settlement
Agreement] supersedes any and all prior agreements and
understandings relating to the subject matter hereof.” MR:676.
Accordingly, the only “dispute[s] or controvers[ies]” that could possibly
“aris[e] under or in connection with” the Settlement Agreement or the Prize
Contract were any breaches of express conditions of the Settlement Agreement,
such as payment obligations, representations and warranties, and confidentiality
requirements. See MR:672-78 (Apx. A).
15
The Prize Contract imposes no greater obligation. That agreement provides
in part: “[Tailwind] agrees that any dispute arising under this contract shall be
resolved by binding arbitration pursuant to the [TAA].” MR:708. Because the
Settlement Agreement expressly supersedes the Prize Contract, no claim against
Relators can “arise under” or even “in connection with” that contract. Therefore,
no sanction or forfeiture claim could be arbitrable.
2. The trial court’s legal conclusions do not support
arbitrating SCA’s sanctions claim
To determine whether a party’s claims fall within a contractual arbitration
provision, courts focus on the claimant’s factual allegations, not legal claims
susceptible to artful pleading. In re FirstMerit Bank, N.A., 52 S.W.3d 749, 755
(Tex. 2001). Even in the face of a broad arbitration clause, claims are not arbitrable
when the facts alleged are independent from and the claim is maintainable without
reference to the contract. See VSR Fin. Servs. Inc., v. McLendon, 409 S.W. 3d 817,
832 (Tex. App. —Dallas 2013, no pet); Pennzoil Co. v. Arnold Oil Co., 30 S.W. 3d
494, 498 (Tex. App. —San Antonio 2000, orig. proceeding).
SCA’s first claim seeks sanctions for Relators’ alleged conduct during the
original arbitration but before the final settlement and consent award. MR:633-36.
The trial court concluded that this claim “is connected to the Compromise
Settlement Agreement” and therefore arbitrable for two specific reasons: (1)
Relators have a defense to sanctions based on language in the Settlement
16
Agreement; and (2) the Settlement Agreement “provided a benefit to Armstrong
and Tailwind that, at least partially, forms the basis of SCA’s claim for damages
allegedly suffered due to the sanctionable conduct . . . .” MR:1560-61.
The court’s reasoning does not support arbitrating SCA’s sanctions claim.
First, Relators’ possible defenses to sanctions are irrelevant to the inquiry, which
focuses on SCA’s factual allegations. See FirstMerit Bank, 52 S.W.3d at 755.
Second, the basic purpose of sanctions is to secure compliance with procedural
rules or orders, as well as punishment and deterrence. See Chrysler Corp. v.
Blackmon, 841 S.W.2d 844, 849 (Tex. 1992); TransAmerican Natural Gas Corp.
v. Powell, 811 S.W.2d 913, 918 (Tex. 1991). The allegedly sanctionable conduct
took place before the Settlement Agreement was signed, while the arbitrators
retained the ability to police the arbitration process. The arbitrators’ ability to
adjudicate the same sanctions claim before execution of the Settlement Agreement
disproves any connection with that agreement, bringing this case under the rule
that matters capable of standing without reference to the contract are not arbitrable.
The trial court confined reasoning about the Prize Contract to a footnote:
SCA’s claim for sanctions is a “dispute arising under [the]
contract” because the occasion and basis for the allegedly perjured
testimony was a dispute over the parties’ contractual obligations. But
for the [Prize Contract], Armstrong and Stapleton (testifying for
Tailwind) would not have testified—and likewise committed the
alleged perjury—before the Original Panel. Thus, the issue of whether
they should be punished for alleged wrongful conduct “arises under
the contract” and should be arbitrated.
17
MR:1560 n.5. This conclusion fails to recognize that the Settlement Agreement
expressly superseded all prior agreements between the parties. MR:676. Because
the Prize Contract is no longer in effect, it cannot serve as a basis for forcing
Relators into arbitration. See TransCore Holdings, Inc. v. Rayner, 104 S.W.3d 317,
320-23 (Tex. App.—Dallas 2003, pet. denied) (holding that termination of
agreement precluded enforcement of arbitration provision).
Even if the Prize Contract’s arbitration provision were still operable, Texas
law does not treat requests for sanctions as independent causes of action. Mantri v.
Bergman, 153 S.W.3d 715, 718 (Tex. App.—Dallas 2005, pet. denied). Rather,
“[a] sanctions order must be tied to the portion of the proceedings in which the
sanctionable conduct occurred.” Kenseth v. Dallas County, 126 S.W.3d 584, 599–
600 (Tex. App.—Dallas 2004, pet. denied). When “proceedings” are concluded
and a court loses plenary power, its ability to sanction the litigants for conduct
occurring in that proceeding ends. Id. at 600.
Arbitrators derive their power from the parties’ contract. Unless conferred to
them expressly, they cannot have greater power to sanction than courts. Thus,
construing the Prize Contract to require arbitration of a stand-alone sanctions claim
would produce an absurd result. See In re Ruby Tequila’s Amarillo W., LLC, No.
07-11-00494-CV, 2012 WL 537812, at *4 (Tex. App.—Amarillo Feb. 17, 2012,
orig. proceeding) (mem. op.).
18
3. USADA’s alleged requirement that Relators forfeit
“prize money” is not with the agreements’ scope
SCA’s second claim asks the arbitrators to enforce a USADA ruling
allegedly requiring Armstrong to forfeit all “prize money” won in official cycling
competitions. MR:633, 636. The trial court was less than specific in ruling on this
claim, holding that it “arises under or is connected with the [Prize] Contract and
the Compromise Settlement Agreement” and that the money “sought to be
forfeited was paid under the [Prize] Contract and, hence, any dispute related to it
must be arbitrated.” MR:1565.
The money SCA seeks to recover is not “prize money”—funds racing
sponsors award directly to event winners. Rather, the payments SCA made were
settlement proceeds or insurance proceeds covering compensation for services
Armstrong rendered to his employer. See MR:450-51, 708-09.
In any event, a claim for forfeiture of prize money does not fall within the
scope of any arbitration clause between these parties. Rather, SCA’s claim could
only have “arisen under” the USADA ruling, without which there could be no
claim at all. Indeed, SCA has not attempted to argue that Tailwind and SCA—
neither of which was the subject of the USADA proceeding—ever agreed to
arbitrate claims arising under or resolved by that decision.
Furthermore, like sanctions, upholding the forfeiture claim would require
interpreting the Settlement Agreement, the Prize Contract, or both in a manner
19
yielding an absurd result. See Ruby’s Tequila, 2012 WL 537812, at *4. For
example, SCA alleges that USADA has already ordered the remedy it seeks—
forfeiture of prize money. MR:633, 647. If true, Relators may be exposed to
redundant awards without any guidance on who is to benefit from the forfeiture—
SCA or perhaps racing sponsors or officials—or the procedure for allocating
forfeited funds among those entities.
The Court should see SCA’s claim for what it is: an attempt to force
Relators to re-litigate in a forum that might allow SCA to avoid the effect of a
settlement it now regrets. Public policy favors arbitration, but it also favors
settlements and the finality of previous arbitration awards, both of which will be
diluted if the trial court’s ruling stands.
D. Arbitrators Do Not Have Inherent Power to Sanction After an
Award Has Become Final
At SCA’s urging, the trial court issued the following conclusion of law:
Regardless of when the misconduct is discovered, allowing
parties to abuse the process only “serves to undermine the principles
of arbitration.” Accordingly, just as a court’s inherent power to police
its proceedings can be applied after the case has closed, so too can an
arbitrator’s power to police its proceedings be applied after the case
has closed, especially when the parties agree or submit to such
authority.
MR:1564 (citations omitted); see MR:1534-35. This conclusion lacks support in
Texas law and cannot justify forcing Relators to re-arbitrate.
20
Relators do not contest the arbitrators’ ability to sanction the parties before
they rendered the Final Award. The cases the trial court cited do just that, but they
do not take the remarkable next step of authorizing sanctions long after a final
award has ended the proceedings, particularly one issued as part of a settlement
resolving the entire dispute. See, e.g. Hamstein Cumberland Music Grp. V.
Williams, 532 F. App’x 538, 540-43 (5
th
Cir. 2013) (not designated for
publication); First Pres. Capital, Inc. v. Smith Barney, Harris Upham & Co., Inc.,
939 F. Supp. 1559, 1565 (S.D. Fla. 1996); Pisciotta v. Shearson Lehman Bros.,
Inc., 629 A.2d 520, 525 (D.C. Ct. App 1993).
Decisions discussing courts’ inherent power to sanction are easily
distinguished. Arbitrators’ authority is derived exclusively by contract; they have
no power equivalent to the courts’, which is conferred constitutionally and by
statute. See Eichelberger v. Eichelberger, 582 S.W.2d 395, 398-99 (Tex. 1979)
(describing source of courts’ inherent judicial powers). Furthermore, the trial court
misread Sutphin v. Tom Arnold Drilling Contractor, Inc., which did not hold that a
“court has inherent power to sanction conduct done in prior closed case, even
where court no longer has plenary power over the case,” much less that arbitrators
enjoy such unrestricted power. See MR:1564 (citing 17 S.W.3d 765, 773 (Tex.
App.—Austin 2000, no pet.)).
If the law were as the trial court described it, no significant arbitration would
ever become final. Instead, the losing party would strive to uncover “sanctionable”
21
conduct, take the issue back to the arbitrators, and seek a new award—as SCA has
done here. The public policy favoring the finality of arbitration awards cannot
tolerate that result.
E. There Is No Implied Agreement to Arbitrate Sanctions Claims
Independent of the Settlement
As an additional ground for denying Relators’ motion to stay, the trial court
concluded that “the parties … conferred on the Original Panel the authority to
award sanctions through their subsequent submissions.” MR:1563. Relators have
found no authority applying such a rule to a dispute governed by the TAA.
An implied contract exists when the facts and circumstances surrounding the
parties’ relationship imply a mutual intention to contract. Harrison v. Williams
Dental Grp., P.C., 140 S.W.3d 912, 916 (Tex. App.—Dallas 2004, no pet.). Every
contract requires a meeting of the minds, but the meeting can be implied from and
evidenced by the parties’ conduct and a course of dealing indicating the parties’
understanding of their contractual obligations. Id.
The trial court concluded that a single motion for sanctions Relators filed
shortly after the arbitration closed in 2006 “gave the Original Panel the authority to
consider and award sanctions.” MR:1563; see MR:893. However, there is no
course of dealing capable of giving rise to an implied contract expanding the
arbitrators’ authority. The only act that could have completed the modification did
not occur until June 2013, when SCA filed its motion to re-convene. MR:632, 652.
22
As a matter of law, these two events did not create the course of dealing necessary
to submit sanctions issues to the arbitrators for all time.
CONCLUSION AND PRAYER
For these reasons, Relators ask the Court to order full briefing; set oral
argument; and issue a writ of mandamus directing the trial court to vacate its
February 25, 2014 order and instead stay the pending arbitration. Relators request
all other appropriate relief to which they are entitled.
Respectfully submitted,
SMITH LAW GROUP, P.C.
/s/ D. Todd Smith
D. Todd Smith
State Bar No. 00797451
todd@appealsplus.com
Brandy Wingate Voss
State Bar No. 24037046
brandy@appealsplus.com
1250 Capital of Texas Highway South
Three Cielo Center, Suite 601
Austin, Texas 78746
(512) 439-3230
(512) 439-3232 (fax)

23
–and–


Timothy J. Herman
State Bar No. 09513700
therman@howrybreen.com
Sean E. Breen
State Bar No. 00783715
sbreen@howrybreen.com
HOWRY BREEN & HERMAN, L.L.P.
1900 Pearl Street
Austin, Texas 78705
(512) 474-7300
(512) 474-8557 (fax)

Counsel for Relators, Tailwind Sports
Corp. and Lance Armstrong



RECORD CERTIFICATION
By my signature below, I certify that I have reviewed the foregoing petition
and concluded that every factual statement in the petition is supported by
competent evidence included in the mandamus record.
/s/ D. Todd Smith
D. Todd Smith


24
CERTIFICATE OF COMPLIANCE
This document complies with the typeface requirements of Texas Rule of
Appellate Procedure 9.4(e) because it has been prepared in a conventional typeface
no smaller than 14-point for text and 12-point for footnotes. This document also
complies with the word-count limitations of Rule 9.4(i), if applicable, because it
contains 4,464 words, excluding any parts exempted by Rule 9.4(i)(1).
/s/ D. Todd Smith
D. Todd Smith

CERTIFICATE OF SERVICE
On May 2, 2014, in compliance with Texas Rule of Appellate Procedure 9.5,
I served this document by e-service, e-mail, facsimile, or mail to:
Hon. Tonya Parker
116TH JUDICIAL DISTRICT COURT
George L. Allen, Sr. Courts Building
600 Commerce Street, Box 640
Dallas, Texas 75202
Respondent

Jeffrey M. Tillotson
LYNN TILLOTSON PINKER & COX, L.L.P.
2100 Ross Avenue, Suite 2700
Dallas Texas 75201
Counsel for Real Party in Interest
SCA Promotions, Inc.

/s/ D. Todd Smith
D. Todd Smith
NO. _____________

In the Supreme Court of Texas


I N RE TAILWIND SPORTS, INC. AND LANCE ARMSTRONG
Relators

ORIGINAL PROCEEDING FROM CAUSE NO. DC-13-01564
116TH JUDICIAL DISTRICT COURT OF DALLAS COUNTY, TEXAS
HON. TONYA PARKER PRESIDING
APPENDIX TO THE PETITION FOR WRIT OF MANDAMUS
Compromise Settlement Agreement ..................................................................Tab A
Final Arbitration Award ..................................................................................... Tab B
Partial Final Award on Jurisdiction ................................................................... Tab C
Concurrence in Part and Dissent from Partial Final Award on Jurisdiction .....Tab D
Order Denying Motions to Stay Arbitration ..................................................... Tab E
Court of Appeals Memorandum Opinion .......................................................... Tab F
TEX. CIV. PRAC. & REM. CODE § 171.023 ..........................................................Tab G
COMPROMISE SETTLEMENT AGREEMENT
This Compromise Settlement Agreement is made and entered into by and bet\:veen
Tailwind Sports Corp. and Lance Armstrong (hereinafter referred to collectively as the
"Claimants"), on the one hand, and SCA Promotions, Inc. and SCA Insurance Specialists, Inc.
(Respondents), on the other, as of the dates appearing on the signatures below. The terms of
this Compromise Settlement Agreement are as follows:
1. Parties
The parties to this Compromise Settlement Agreement, \:vhich are sometimes collectively
referred to herein as the "parties," are the Claimants and Respondents, as defined above.
1.1 The "CONS ID ERA TION" which is given by Respondents means and consists of
the payment of $7,500,000.00 (Seven Million, Five Hundred Thousand and no/100 Dollars) by
Respondents to Tailwind, as specified below, as well as the acknowledgments, ratifications and
other promises also specified in this Agreement, including as follows:
a. The release and assignment to Tailwind of all funds presently held in the
registry of the 29gth Judicial District Court of Dallas County, Texas in
Cause No. 04-9557, on or before February 9, 2006;
b. $500,000.00, plus accrued interest at the rate of 6% per annum, on or
before April 10, 2006;
c. $2,000,000.00, plus accrued interest at the rate of 6% per annum, on or
before February I 0, 2007;
d. The sums described in (b) and ( c) hereof shall be secured by: (1) the
provision of Letter(s) of Credit issued by a national banking association
conditioned only upon presentment of a demand by Claimants in the
amount of $500,000.00, plus accrued interest, on or after April 10, 2006;
and presentment of a demand in the amount of $2,000,000.00, plus
accrued interest, on or after February 10, 2007; or (2) perfonnance bond(s)
issued by a surety or insurer acceptable to Claimants, which performance
bond(s) shall be subject to Claimants' approval and acceptance, but such
approval and acceptance by Claimants may not be unreasonably withheld.
MR 672
Tab A
e. The sums described in (b) and (c) are unconditionally due as and when
specified. Under no circumstances may such sums, or any portion thereof,
be withheld or offset by Respondents, regardless of the circumstances or
any claim made by Respondents, including any claims by Respondents
that Claimants have breached this Agreement in any way. Any and all
such other claims by either Respondent against any Claimant, must, if
pursued, be pursued independently and any such claim may not be the
basis for either Respondent to encumber or withhold any sum due under
this Agreement.
f. An Arbitration Award, signed by all three Arbitrators, ordering
Respondents to pay to Claimants the sum of $7,500,000.00, shall be
entered on or before February 9, 2006.
g. No party may challenge, appeal or attempt to set aside the Arbitration
Award.
h. By February 9, 2006, Respondents shall cause the North Carolina lawsuit
against CSE, William Stapleton and Street & Smith to be dismissed with
prejudice; and CSE and Stapleton shall not assert any claims against
Respondents as a result of the filing of such claims.
2. Indemnity
2.1 The Respondents agree to INDEMNIFY and to DEFEND and to HOLD
HARMLESS Claimants from any claims asserted by third parties, together with all costs,
expenses, and legal fees in defending such claims that may be asserted against Claimants
that relate to the release or provision of any documents, information or testimony related
to this arbitration by Respondents.
2.2 The Claimants agree to INDEMNIFY and to DEFEND and to HOLD
HARMLESS Respondents from claims asserted by third parties, together with all costs,
expenses, and legal fees in defending such claims, that may be asserted against
Respondents related to the release or provision of any documents, information or
testimony related to this arbitration by Claimants.
2.3 The indemnity obligations set forth in Paragraphs 2.1 and 2.2 shall not extend to
2
MR 673
any claim or disciplinary action asserted by a regulatory body against a Claimant.
3. Representations and Warranties
3.1 In return for the CONSIDERATION, THE PARTIES represent and warrant the
following to each other:
a. THE PAR TIES are correctly described m this SETTLEMENT
AGREEMENT;
b. Before executing this SETTLEMENT AGREEMENT, THE PARTIES
became fully informed of the terms, contents, conditions, and effect of this
AGREEMENT, and received independent legal counsel and advice before
agreeing to the terms of this AGREEMENT;
c. THE PARTIES are fully authorized and legally competent to execute this
SETTLEMENT AGREEMENT;
d. This SETTLEMENT AGREEMENT is fully and forever binding on THE
PARTIES, and their heirs, executors, administrators, successors and
assigns;
e. No promise or representation of any kind has been made to any Party or to
anyone acting for a Party, except as is expressly stated in this
SETTLEMENT AGREEMENT, and THE PARTIES execute this
SETTLEMENT AGREEMENT without reliance on any representation of
any kind or character not expressly stated in this SETTLEMENT
AGREEMENT;
f. In entering this SETTLEMENT AGREEMENT, THE PARTIES enter this
SETTLEMENT AGREEMENT freely, by THE PARTIES' ovvn choice
and judgment, and without duress or other influence; and
g. THE PARTIES recognize that the recitations contained in this
SETTLEMENT AGREEMENT are contractual and not mere recitals.
4. Confidentiality
4.1 The terms of this SETTLEMENT AGREEMENT shall be kept
CONFIDENTIAL unless otherwise required in response to any request for information in any
judicial proceeding in which the Claimants and/or Respondents are parties, or pursuant to
subpoena or other Court order. In the event any Party or their authorized representatives, or any
3
MR 674
of their employees, representatives, or attorneys, receives an order or other court process to be
furnished with this SETTLEMENT AGREEMENT or any of the information or terms of this
SETTLEMENT AGREEMENT, said Party and/or their representatives shall notify all
signatories as soon as possible after the receipt of such order, process, or demand and within a
reasonable time prior to furnishing the information. Notice of such a request or order should
stipulate the time period within which the Party must respond to the request. Notwithstanding
this agreement of confidentiality, any Party may disclose the terms to their spouse, accountants,
attorneys, subsidiaries, lenders, assigns, and successors, who shall agree to keep such
information confidential.
4.2 Claimants and their respective agents, representatives and employees shall be
released from the obligation of confidentiality upon the occurrence of either of the following:
a. Should any official, representative or employee of any regulatory body,
including, but not limited to, the World Anti Doping Agency, the United States Anti Doping
Agency, the UCI, the Tour de France and any affiliates or sponsors thereof, make public, directly
or indirectly, any testimony, statement, document or exhibit produced or introduced in
connection with the Arbitration proceeding; or
b. Should any testimony, statement, document or exhibit (or description
thereof) unfavorable to Lance Armstrong or Tailwind and which was produced or introduced in
connection with the Arbitration proceeding be published in any newspaper, magazine, television,
radio, internet site or other media.
c. Should Claimants exercise rights to disseminate information regarding the
Award and proceeding pursuant to the terms of Paragraph 4.2(a) or 4.2(b) above, Respondents
shall be released from the obligations of confidentiality as well.
4
MR 675
5. Miscellaneous
5.1 This SETTLEMENT AGREEMENT shall not be altered, amended, modified or
changed except in writing signed by all of the parties hereof.
5.2 THE PARTIES each acknowledge that this instrument constitutes the entire
agreement between them with respect to the matters being compromised and settled in this
SETTLEMENT AGREEMENT, and that this SETTLEMENT AGREEMENT supersedes any
and all prior agreements and understandings relating to the subject matter hereof.
5.3 Notwithstanding any provision in this SETTLEMENT AGREEMENT herein to
the apparent contrary, nothing herein contained is intended nor shall it be construed to create,
recognize, or ratify any third party beneficial rights, except as specifically noted herein.
5.4 THE PARTIES agree that the titles and/or headings used in this SETTLEMENT
AGREEMENT are for purposes of clarification only and should not be used in interpreting or
construing this SETTLEMENT AGREEMENT.
5.5 In the event that any one or more of the prov1s10ns contained in this
SETTLEMENT AGREEMENT shall be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof,
and this SETTLEMENT AGREEMENT shall be construed as if such invalid, illegal, or
unenforceable provision did not exist.
5.6 This SETTLEMENT AGREEMENT shall be governed by, construed, interpreted
and the rights of the parties determined in accordance with the laws of the State of Texas,
without regard to conflict of law principles thereof. The Arbitration Panel consisting of Richard
Faulkner, Richard Chernick and Ted Lyon shall have exclusive jurisdiction over the parties
hereto with respect to any dispute or controversy among them arising under or in connection
5
MR 676
witb. this SET'fLBMENT AGREEMENT or Contingent Pr.ize Contract #31122 and, by execution
and delivery of this SETTLEMENT AGREEMENT, each of the parties hereby submitcl to tbe
jurisdiction of that Panel and i's any objection to such jurisdiction on the grounds of vcnu e
or forum non conveniensa tbe absence of IN personam or subject matti::rr jurisdiction aod any
simHar grounds, consents to service of process by mail or any other manner pennitted by law,
and irrevocably agrees to be bound by any order or award isaucd or rendered thereby ill
connection with this SETTLEMENT AGREEMENT.
EXECUTED in multiple originals, each of equal dignity, on the dates as noted below
1
to
be effective ElS of the Closing Date, February 1__, 2006.
SCA PROM0110NS, INC.

R '7 -< .,.. i- r;) • ""'1ft'I. a !11
by:
Its: f'tz. c:: :!> " 1:;;.C A/-'/

SCA INSURANCE SPECIALISTS, INC.
by:
 
IJ... 17) 'i'" o. Jf., 111.m fF v
its: .I Ot:="ifl/T

6
MR 677
TAILWIND SPORTS CORP.
  y ~
..
7
MR 678
IN THE MATTER OF:
LANCE ARMSTRONG and §
TAILWIND SPORTS CORP.. §
§
Claimants, §
§
~ §
§
SCA PROMOTIONS, INC. and HAMMAN §
INSURANCE SERVICES, INC. d/b/a SCA §
INSURANCE SPECIALISTS, INC., §
§
Respondents. §
FINAL ARBITRATION AWARD
Having considered the evidence and testimony, the Arbitration Panel hereby ORDERS
SCA Promotions, Inc. and SCA Insurance Specialists, Inc. to pay Tailwind Sports Corp. and
Lance Armstrong the sum of Seven Million, Five Hundred Thousand Dollars ($7 ,500,000.00).
Signed this gtb day of February, 2006.
FINAL ARBITRATION A WARD
Page Solo
Ted Lyon
r u c ~   ;   c k ___ __JL_
MR 680
Tab B
IN THE MA TIER OF AN ARBITRATION BETWEEN
LANCE ARMSTRONG and
TAILWIND SPORTS CORP.
Claimants,
v.
SCA PROMOTIONS, INC., ET AL.
Respondents.
§
§
§
§
§
§
§
§
§
§
ARBITRATION BEFORE THE
HONORABLE RICHARD
FAULKNER, RICHARD
CHERNICK AND TED LYON
PARIIAL FINAL AWARD ON JUR]SDICTION
These parties return to this Arbitratio11 Tribunal yet again to consider the parties' latest
disputes raised in SCA Promotions, Inc.'s ("SCN') Motion to Reconvene Arbitration and Request
for Sanctions and Forfeiture Against Claimants ("Motion"), Lance Armstrong ("Annstrong") and
Tailwind Sports Corp.   (colleclively ''Claimants"). The Motion articulates multiple
assertions which presently center on effectively two issues: I) Does this Arbitration Tribunal have
jurisdiction to decide and resolve the existing disputes between these parties? and 2) If this
Tribunal has jurisdiction to hear the parties' disputes, who are the parties subject to that
jurisdiction?
The Arbitration Tribunal has heard Oral Argwnent on the Motion, received and
considered extensive briefing from the parties, directed the parties to provide supplemental
briefing analyzing particular jurisprudence, thoroughly reviewed all party submissions and the
applicable law. The Motion and issues are now appropriate for decision.
l. BACKGROUND
The history of the multiple disputes between these parties is to the
Arbitration Tribunal. The complicated reality is that this Tribunal was originally empanelled to
determine if SCA was required to honor the commitment it made to Claimants in the Contingent
Prize Contract 31122 ("CPC").
MR 685 Tab C
SCA denied liability asserting that Armstrong won using prohibited means. Claimants
strongly controverted that assertion. The Tribunal entertained extensive evidence at trial and was
prepared to rule. However, before this Tribunal rendered its own Final Award on the merits, the
parties privately resolved their disputes. Their agreement was memorialized in the private
Compromise Settlement Agreement ("CSA") and the public arbitration Award. The Award
provided for the payment of funds in the amount of $7,500,000.00 to Claimants. The CSA
addressed multiple additional issues. Most importantly, the CSA by its own tenns anticipated
future additional disputes could arise. The CSA affinnatively maintained the agreed arbitration
Tribunal by name, and granted the Tribunal exclusive jurisdiction to resolve any new disputes
arising Wlder or in coIUlection with the CSA and CPC. As provided for in the CSA, the parties
returned to this Tribunal to contest additional disputes after the public "consent" Award was
issued.
A. Return to Arbitration
After the first arbitration, questions continued concerning whether the various 'Tours de
France., were won fairly and within the rules by Armstrong. On two occasions after the entry of
the consent award, Armstrong and Tailwind sought relief from this panel for conduct of SCA
claimed to violate their rights. (App. 19-20; 276-289). Recently, Armstrong's status as the
"official" winner of the various "Tours de France," was revoked. Whether the process leading to
that revocation was consistent with due process or natural justice is not necessary for this Tribunal
to decide at present, nor are what, if any, remedies SCA may have available. After the
"revocation" SCA then proceeded to seek various relief in court and eventually returned again to
this Tribunal.
8. Ihe Issues Presented
The questions for determination are:
2
MR 686
1) Does this Arbitration Tribunal have jurisdiction to decide and resolve the existing
disputes between these parties; and
2) Who are the parties subject to any jurisdiction ofthis Tribunal.
C. CSA 4tbitraticlo.£rovbion
The key for determination of these issues is the language of the arbitration provision of the
CSA which states:
"Th.is SETTLEMENT AGREEMENT shall be governed by, construed, interpreted and the
rights of the parties determined in accordance with the laws of the State of Texas, without regard
to conflict of law principles thereof. The Arbitration Panel consisting of Richard Faulkner, Richard
Chernick and Ted Lyon shall have exclusive jurisdiction over the parties hereto with respect to any
dispute or controversy among them arising under or in connection with this SETTLEMENT
AGREEMENT or Contingent Prize Contract #31122 and, by execution and delivery of this
SETTLEMENT AGREEMENT, each of the parties hereby submits to the jurisdiction of that Panel
and waives any objection to such jurisdiction on the grounds of venue or forum non conveniens the
absence of in personam or subject matter jurisdiction and any similar grounds, consents to service
of process by mail or any other manner permitted by law, and irrevocably agrees to be bound by
any order or award issued or rendered thereby in connection with this SETTLEMENT
AGREEMENT." See CSA, p.5, § 5.6.
D. Le2al  
SCA asserts that the parties' agreements and the language of the CSA arbitration provision
establish the jurisdiction of this Tribunal to detennine the latest disputes between these parties to
the CSA and to the CPC. SCA also claims that the Tribunal has jurisdiction over Mr. William
Stapleton who executed the documents, though he was identified when doing so as acting in a
corporate capacity or as an agent of Armstrong.
J
MR 687
1. Purnorted Parties Before This Tribunal
The issue of which parties are properly before this Tribunal is in part easily disposed of.
The United States Supreme CoW1 has warned arbitration Tribunals that they are not common law
coW1S of general jurisdiction. Stolt-Nielson S.A. v. AnimalFeeds Int 'l Corp., 559 U.S. 662 (2010).
Arbitration tribunals only have jurisdiction of those parties and issues affirmatively delegated to
them. Stolt-Nielsen S. A. v. Anima/Feeds Int'/ Corp., 559 U.S. 662 (2010); AT&T Mobility LLC v.
Concepcion, 131 S. Ct. 1740 (2011). However, an arbitration tribunal's interpretation of party
agreements must be deferred to Oxford Health Plans LLC v. Sutter, 133 S. Ct. 2064 {2013). The
evidence clearly discloses that Mr. Stapleton acted in a disclosed capacity as a corporate officer or
as the authorized agent of Annstrong. In neither case did Mr. Stapleton agree to an.y jurisdiction of
this Tribunal over himself as an individual.
2. No Jurisdiction Over William Stapleton
The evidence and law do not provide any basis for this Tribunal to assert jurisdiction over
Mr. Stapleton. We express no opinion concerning what, if any, liability may be asserted against
him in any other forum.
3. Proper Parties Before This Tribunal
The documents in evidence before this Tribwial specify the parties agreeing to be parties to
the CSA and CPC. The listed parties are Tailwind Sports Corp.. Lance Annstrong, SCA
Promotions, Inc. and SCA Insurance Specialists, Inc. The evidence wiquestionably establishes that
those persons and entities agreed to arbitrate any disputes between them before this Tribunal.
II. BASIS FOR .nJRJSDICTION
SCA asserts multiple theories seeking remedies that could be perceived as attacking the
2006 Award. Claimants strongly dispute those assertions and rely heavily upon jurisprudence
regarding the doctrine of/unctus officio. We do not find that jurisprudence controlling.
MR 688
The facts and circwnstances of this case are unusual and distinct from virtually all of the
jurisprudence presented by Claimants and considered by the Tribwtal. The language of the CSA
was drafted to be interpreted by the Tribunal to address future disputes the parties perceived as
virtually inevitable. The acrimonious history of these parties mandated the creation of a private
mechanism for resolution of any additional disputes that could arise after publication of the
original Award. As anticipated) multiple disputes did arise, were brought before this Tribwtal and
resolved.
The facts clearly demonstrate that contrary to Claimants' current position, they
affirmatively asserted that this Tribunal had the authority and jurisdiction to sanction SCA after the
publication of the   Award. SCA did not contest Claimants' right to proceed before this
Tribw1al. Notably, all of the parties agreed on interpreting the CSA as creating and maintaining the
jurisdiction and authority of this Tribunal to determine any disputes between the parties relating to
the CSA whenever those disputes might arise. Thus, the authority and jurisdiction of this Tribunal
is directly analogous to that of the tribwtal in Lehigh Valley Railroad Company v. Germany, 8
R.l.A.A. 84 (1930) (rehearing 8 R.l.A.A. 222 (1936)) (rehearing 8 R.l.A.A. 225 (1939)).
The parallels between that tribwtal, and this one, are many and manifest. Both arbitrations
involve awards allegedly procured by a fraud upon the tribunal that remained unknown and
unknowable for many years. Each tribwtal was specifically created to address future disputes
which the parties reasonably expected would have to be determined after agreement of an
armistice. The CSA and original consent Award were merely the private equivalent of a temporary
"cease.fire." Hostilities between these panies reswned and continued as anticipated albeit at
varying intensity. The resumption of hostilities in the instant case simply reswned in five years
rather than the rune years in Lehigh, supra. The ability of both tribwtals to address and determine
disputes within the parameters of the parties' agreements is wtquestioned.
5
MR 689
The facts of the parties' disputes reveal that they fit within the parties' agreements, the
language of the CPC and within the broad arbitration provision of the CSA. The characterization of
the remedies sought is not presently the issue. The latest disputes fall within the parties'
agreements, the CSA and CPC. The parties themselves confirmed that previously hy their own
presentation of the "new" disputes to this Tribwial. It would be cwious indeed if only Claimants
could seek relief from this Tribunal under the CSA. Claimants previously interpreted the parties'
agreements and the CSA to demonstrate that this Tribwial had jurisdiction and authority to
determine any disputes between the parties. Claimants are precluded and estopped from taking a
contrary position now.
The actions of Claimants in bringing prior past Award disputes to this Tribunal requesting
relief similar to that now sought by SCA bar and preclude their present assertion contesting the
jurisdiction and authority of I.his Tribunal._APP 19-20, 276-287._ Rachal v. Reitz, 403 S. W.3d 840
(Tex. 2013), In Re First.Merit Bank, 52 S.W.3d 749, 754.
Ill. THE CURRENT STATUS OF TAILWIND SPORTS CORP.
Tailwind Sports, Corp. ("Tailwind") has asserted that it has been dissolved consistent with
Delaware law, thus no jurisdiction can exist in this Tribwial. We do not need to do more at this
time other than to note that the existence or nonexistence of Tailwind is, in our view, an issue
relating to the possible enforcement of any award that may be rendered. Tailwind is a party to the
parties' agreements, CSA and CPC at issue. Tailwind or its allies may pursue such strategies and
tactics as it and they deem most appropriate in this arbitration.
IV. SEPARATE CONCURRENCE IN PART AND DISSENT
Senator Lyon concurs in Section D(2) of this Award determining that this Tribunal has no
jurisdiction over Mr. William Stapleton. For the reasons he separately states in his Dissent to this
Award, he does not join the majority decision.
6
MR 690
V. CONCLUSION
Based upon the law and evidence received and analyzed above, the interpretation of the
parties' agreements. CSA and CPC, this Tribunal concludes, determines and publishes this Partial
Final Award on Jurisdiction finding and awarding that:
I. This Tribwial has no jurisdiction over Mr. William Stapleton; and
2. This Tribunal. by the agreement of the parties and the express terms of the CSA, does have
and will exercise jurisdiction to determine and make a final award resolving any disputes between
or among Tailwind Sports. Corp .. Lance Annstrong. and SCA Promotions, Inc. et al.: and
3. That any claims of any party contesting the continuing jurisdiction of this Tribwial were
waived, precluded and estopped by the parties' agreements to and actual previous submissions of
multiple other disputes to this Tribwial.
4. The parties shall meet and confer and suggest to the Panel dates for a preliminary
conference to address the nature and timing of further proceedings in this matter.
This award executed and published to the parties in Dallas Cowity Texas. this d.J_ d   y of
October, 2013.
Ted B. Lyon. Esq.
7
MR 691
IN THE MATTER OF AN ARBITRATION BETWEEN
LANCE ARMSTRONG and
TAILWIND SPORTS CORP.
§
§
§
§
§
§
§
§
Claimant,
v.
ARBITRATION BEFORE THE
HONORABLE RICHARD FAULKNER,
RICHARD CHERNIC AND TED LYON
SCA PROMOTIONS, INC., et al.
Respondents.
CONCURRENCE IN PART AND DISSENT FROM
PARTIAL FINAL AWARD ON JURISDICTION
On October 29, 2013, the Panel issued its Partial Final Award on Jurisdiction (the
"Award") granting itself jurisdiction to reconsider its Final Arbitration Award entered on
February 8, 2006 (the "2006 Final Award") and to consider sanctions for alleged misconduct
related to the proceedings leading to the 2006 Final Award.
I concur with Section D(2) of the Award determining that this Tribunal does not have
jurisdiction over William Stapleton. However, I dissent from the remainder of the A ward
because this Tribunal was divested of jurisdiction over these claims upon issuance of the 2006
Final Award and these claims do not fall within the scope of the Parties' arbitration agreement.
I. BACKGROUND
This Tribunal was originally empanelled to determine if SCA Promotions, Inc. ("SCA")
was liable to Lance Armstrong ("Armstrong") and Tailwind Sports Corp. ("Tailwind)
(collectively "Claimants") for payment pursuant to the Contingent Prize Contract 31122 ("CPC")
as a result of Armstrong wi nning the 2002-2004 Tour de France races.
SCA denied liability, asserting that Armstrong won using prohibited means. Claimants
strongly denied using prohibited means to win. After receiving extensive evidence at trial, the
Tribunal was prepared to rule. However, before the Tribunal rendered its own Final Award on
the merits, the parties privately resolved their disputes and entered into a Compromise Settlement
MR 693
Tab D
Agreement ("CSA"). Pursuant to the terms of the CSA, this Tribunal issued the 2006 Final
Award providing for the payment of funds in the amount of $7,500.000.00 to Claimants. See
Armstrong v. SCA Promotions, Inc., Final Arbitration Award (Feb. 8, 2006).
On February 7, 2013, SCA filed an application to vacate the 2006 Final Award in the
l 16lh District Court, Dallas County, Texas, on the basis that the award was obtained by the use of
fraudulent testimony by Armstrong. See Plaintiffs Original Petition, SCA Promotions, Inc. v.
Lance Armstrong, Tailwind Sports, Inc, and William Stapleton, Cause No. DC13-01564, filed in
the I 16th District Court, Dallas County, Texas.
SCA alleged that Armstrong's sworn testimony that he did not use prohibited
performance enhancing drugs ("PEDs") to win the 2002-2004 Tour de France races was false, as
indicated by Armstrong's public statements on January 15, 2013 when he admitted on the Oprah
Winfrey Show that he used PEDs for these races.
On June 10, 2013, SCA filed its Motion to Reconvene Arbitration and Request for
Sanctions and Forfeiture against Claimants, in which it requested this Tribunal to:
(1) administratively re-open the arbitration;
(2) order forfeiture of the $7,500,000.00 paid by SCA to Claimants pursuant to the 2006
Final Award; and
(3) to "sanction" the Claimants in the form of:
a. monetary damages for providing false testimony during the 2006 proceedings;
b. attorney fees, costs and expenses incurred by SCA in the 2006 proceedings;
c. monetary damages for business injury and reputation loss suffered as a result
of angry customers who believed Armstrong's assertions that he did not use
PEDs;
d. and unspecified monetary sanctions for filing fraudulent pleadings.
On October 29, 2013, the Panel issued its Partial Final Award on Jurisdiction granting
itself jurisdiction to reconsider the 2006 Final Award and to consider sanctions for alleged
misconduct related to the proceedings leading to the 2006 Final Award. See Armstrong v. SCA
Promotions, Inc., Partial Final A. ward on Jwisdiction (Oct. 29, 2013 ).
2
MR 694
II. LEGAL ANALYSIS
The issue before the Panel is whether this Arbitration Tribunal has jurisdiction to re-open
an arbitration that resulted in a Final A ward in 2006, order forfeiture of the relief granted to
Claimants in the 2006 Final Award, and make a new award granting SCA the relief it was
originally denied, as well as additional monetary sanctions against Claimants.
A. The Arbitration Tribunal does not have jurisdiction to vacate its own 2006 Final Award
SCA requests that this Tribunal re-open the arbitration and order forfeiture of the money
awarded to Claimants in the 2006 Final Award. In addition, it requests that Claimants be ordered
to pay its attorney fees, costs, and expenses incurred during the 2006 litigation.
Notably, the 2006 litigation was a breach of contract case concerning whether SCA was
liable to Claimants under the CPC. By requesting that the Tribunal re-open the 2006 arbitration
and order forfeiture of the funds paid under the 2006 Final Award and payment of SCA's
attorney fees, costs and expenses incurred in the 2006 litigation, SCA is effectively requesting
that the Tribunal reverse its prior final award and instead find for SCA. As such, this claim
should be properly construed as an application to vacate the 2006 Final Award, and is governed
by section 171.088 of the Texas Civil Practice and Remedies Code.
Section 171.088 provides, in relevant part:
§ 171.088 Vacating Award
(a) On application of a party, the court shall vacate an award if:
(1) the award was obtained by corruption, fraud, or other undue
means;
(b) ... A party must make an application under Subsection (a)(l) not later
than the 90th day after the date the gr0tmds for the application are
known or should have been known.
TEX .. CJV. PRAC. &REM. CODE§ 171.088(a), (b).
3
MR 695
The plain language of the statute grants authority to vacate an arbitration award to the
court who confirmed the award, not the arbitration panel who issued the award. See id. This
implicit limitation on an arbitration panel's ability to reconsider its final award complies with the
functus ofjicio doctrine, which the U.S. Supreme Court has described as providing that
"arbitrators exhaust their power when they make a final determination on the matters submitted
to them. They have no power after having made an award to alter it; the authority conferred on
them is then at an end." Bayne v. Morris, 68 U.S. 97, 99 (1863).
There are a few well-recognized exceptions to the functus officio doctrine: "an arbitrator
can (1) correct a mistake that is apparent on the face of the award; (2) decide an issue which has
been submitted but which has not been completely adjudicated by the original award; or (3)
clarify or construe an arbitration award that seems complete but proves to be ambiguous in its
scope and implementation." Brown v. Witco Corp. , 340 F.3d 209, 219 (5th Cir. 2003).
However, SCA has not pied nor established that any of these exceptions apply in this case.
SCA's reliance on Lehigh Valley R.R. Co. v. Germany to circumvent the functus officio
doctrine is unpersuasive. Lehigh Valley involved an international arbitration commission created
for the purpose of resolving reparation claims against Germany due to acts of sabotage against
American citizens during World War I, and was governed by detailed Rules of Procedure that
specifically provided for the re-opening of an arbitration upon an order by the arbitration
commission. See Reports of Int'l Arbitral Awards, Mixed Claims Comm'n (United States &
Germany), Vol. VIII, appx. I, art. VI( d). SCA has failed to identify a similar procedural rule
applicable to this case that provides for re-opening of this arbitration. Absent a specific grant of
authority to re-open the arbitration proceeding, the common Jaw doctrine of functus officio
precludes this Tribunal from having jurisdiction to effectively vacating and re-deciding its 2006
Final Award. See Bayne, 68 U.S. at 99.
4
MR 696
B. SCA's claim does not fall within the scope of the Parties' arbitration agreement
I further disagree with the maj ority's determination that the claims presented by SCA in
its Motion to Reconvene Arbitration and Request for Sanctions and Forfeiture against Claimants
fall within the scope of the parties' arbitration agreement, thereby providing this Tribunal
jurisdiction to decide the presented claims.
Arbitration tribunals only have jurisdiction of those parties and issues affirmatively
delegated to them. Stolt-Nielsen, S.A. v. Animal Feeds Int '[ Corp., 559 U.S. 662 (2010); AT&T
Mobility LLC v. Concepcion, 131 S. Ct. 1740 (2011). In order for this Panel to have jurisdiction,
SCA's claims must fall within the scope of the arbitration clause. See In re Rubio/a, 334 S.W.3d
220, 223 (Tex. 2011). A determination of whether a given dispute falls within the scope of an
arbitration clause is a matter of contract interpretation. See, e.g., Pennzoil Exp. and Prod. Co. v.
Ramco Energy Ltd., 139 F. 3d 1061, 1066 & n.7 (5th Cir. 1998); In re Choice Homes, Inc., 174
S.W.3d 408, 413 (Tex. App.-Houston [14th Dist.] 2005, orig. proceeding).
As noted in the   opinion, the controlling arbitration provision in this case is
found in section 5.6 of the CSA, which provides:
This SETTLEMENT AGREEMENT shall be governed by, construed, interpreted
and the rights of the parties determined in accordance with the laws of the State of
Texas, without regard to conflict of law principles thereof. The Arbitration
Panel consisting of Richard Faulkner, Richard Chernick and Ted Lyon shall
have exclusive jurisdiction over the parties her eto with respect to any dispute
or controversy among them arising under or in connection with t his
SETTLEMENT AGREEMENT or Contingent Prize Contract #31122 and, by
execution and delivery of this SETTLEMENT AGREEMENT, each of the parties
hereby submits to the jurisdiction of that Panel and waives any objection to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
personam or subject matter jurisdiction and any similar grounds, consents to
service of process by mail or any other manner pennitted by law, and irrevocably
agrees to be bound by any order or award issued or rendered thereby in
connection with this SETTLEMENT AGREEMENT.
See CSA, p.5, § 5.6 (emphasis added).
5
MR 697
Importantly, the CSA's arbitration clause limits itself to arbitration of any dispute among
the parties "arising under or in connection with [the CSA or CPC]." Courts have interpreted
arbitration clauses that provide for arbitration of "any and all disputes arising wider or in
connection" with a contract, such as the arbitration provision at issue in this case, as narrower in
scope than an arbitration clause providing for arbitration of "any and all disputes between the
parties. " See Tittle v. Enron Corp. , 463 FJd 410, 422 (5th Cir. 2006); Autonation USA Corp. v.
Leroy, 105 S.W.3d 190, 197 (Tex. App.-Houston [14th Dist.] 2003, orig. proceeding); In re
Conseco Fin. Serv. Corp., 19 S.W.3d 562, 570 (Tex. App.- Waco 2000, orig. proceeding).
If the facts alleged in support of the claim have a "significant relationship" to or are
"factually intertwined" with the contract that is subject to the arbitratiou agreement, the claim is
within the scope of the agreement and is arbitrable. Dennis v. College Station Hosp., L.P., 169
S. W.3d 282, 285 (Tex. App.- Waco 2005, pet. denied). If the facts alleged stand alone and are
completely independent of the contract, the claim is not subject to arbitratiou. Pennzoil Co. v.
Arnold Oil Co., 30 S.W.3d 494, 498 (Tex. App.-San Antonio 2000, orig. proceeding). To
determine whether a claim falls within the scope of an arbitration agreement, the Panel must look
at the terms of the agreement and the factual aJlegations iu the petition, rather than the legal
causes of action asserted. See Jn re Rubio/a, 334 S.W.3d at 223; Prudential Sec., Inc. v.
Marshall, 909 S.W.2d 896, 900 (Tex. 1995).
The relief requested by SCA in its Motion to Reconvene Arbitration and Request for
Sanctions and Forfeiture against Claimants is not predicated on a claim for breach of the CSA or
a claim for fraudulent inducement in connection with the CSA. Instead, it asserts that fraudulent
testimony by Armstrong in the 2006 litigation resulted in an improper award, and so the funds
paid to Claimants pursuant to that award should be returned to SCA. In addition, SCA requests
sanctions for the fraudulent conduct as compensation for certain tort-based damages.
6
MR 698
Since SCA's legal claims are based solely on fraud alleged to have occurred during the
2006 arbitration proceedings, the dispute could be maintained without reference to the CSA or
CPC. Therefore, the dispute is not "arising under or in COJUlection with" the CSA or CPC, and
so does not fall within the scope of the arbitration provision at issue in this case.
The majority opinion states that "the acrimonious history of these parties mandated the
creation of a private mechanism for resolution of any additional disputes that could arise after
publication of the award." Partial Final Award on Jurisdiction, at 5. However, the parties did not
create such a broad private mechanism. Instead, the parties chose to forego a broad "any and all
disputes between the parties" provision in favor of the more narrow "any dispute or controversy
among them arising under or in connection with (the CSA and CPC]."
The majority opinion further states " that contrary to Claimants' current position, they
affirmatively asserted that this Tribunal had the authority and jurisdiction to sanction SCA after
the publication of the 'consent' Award." Partial final Award on Jurisdiction, at 5. The majority
asserts that this action by Claimants "bar and preclude their present assertion contesting the
jurisdiction and authority of this Tribunal." Partial Final Award on Jurisdiction, at 6.
However, Claimants' claim based on the publication of the 'consent' Award is
substantively different than SCA's claims here because the Claimants' claim was that publication
of the 'consent' Award breached the CSA's confidentiality provisions. See SCA App. 276-287.
A breach of contract claim based on the CSA's confidentiality provisions is clearly a dispute
"arising under or in connection,, with the CSA, and so falls within the scope of the parties'
arbitration agreement.
7
MR 699
Ill.CONCLUSION
Based on the foregoing reasons, I would find that this Tribunal does not have jurisdiction
to decide the claims presented by SCA in its Motion to Reconvene Arbitration and Request for
Sanctions and Forfeiture against Claimants.
What Armstrong did, i.f true, is morally reprehensible, but the law does not allow this
Panel to address it at this time. SCA has not pied facts sufficient to grant this Tribunal
jurisdiction to re-decide claims that were resolved seven years ago when this Panel issued a Final
Award based on the agreement of the Parties. Accordingly, I concur with Section D(2) of the
Award and respectfully dissent from the remainder of the Award.
Signed this//th day of December, 2013.
 
Ted B. Lyon, Esq.
8
MR 700
02/25/2014 14:13
2145535755
115TH DISTRICT COURT
CAUSE NO. DC13-01564
SCA PROMOTIONS, INC.,
Plaintiff,
v.
LANCE ARMSTRONG, TAILWIND
SPORTS, INC., AND WILLIAM
STAPLETON,
Defendants.
§
§
§
§
§
§
§
§
§
§
§
ORDER
IN THE DISTRICT COURT
DALLAS COUNTY, TEXAS
116th JUDICIAL DISTRlCT
PAGE 02/02
Came on to be heard Defendant Lance Armstrong's Amended Motion to Stay Arbitration
Proceedings and Alternative Motion to Vacate Partial Final Award on Jurisdiction and Defendant
Tailwind Sports Corp.'s
1
Amended Motion to Stay Arbitration Proceedings and Alternative
Motion to Vacate Partial Final Award on Jurisdiction. The Court, having considered the
pleadings herein and the arguments of counsel, is of the opinion that both Motions should be and
are hereby DENIED.
So ordered this 25th day of February, 2014.
1
Named in this suit as Tailwind Sports, Inc.
MR 1412
Tab E
DENY and Opinion Filed April 24, 2014.
S
In The
Court of Appeals
Fifth District of Texas at Dallas
No. 05-14-00252-CV
IN RE TAILWIND SPORTS CORP. AND LANCE ARMSTRONG, Relators
Original Proceeding from the 116th Judicial District Court
Dallas County, Texas
Trial Court Cause No. DC-13-01564
MEMORANDUM OPI NI ON
Before J ustices FitzGerald, Francis, and Lewis
Opinion by J ustice FitzGerald
Relators file this petition for writ of mandamus requesting that the Court direct the trial
court to vacate its February 25, 2014 order and instead stay the pending arbitration. The facts
and issues are well known to the parties, so we need not recount them herein. Based on the
record before us, we conclude relators have not shown they are entitled to the relief requested.
See TEX. R. APP. P. 52.8(a); Walker v. Packer, 827 S.W.2d 833, 839–40 (Tex. 1992) (orig.
proceeding). Accordingly, we DENY relators’ petition for writ of mandamus.
140252F.P05 /Kerry P. FitzGerald/
KERRY P. FITZGERALD
J USTICE
Tab F
§ 171.023. Proceeding to Stay Arbitration, TX CIV PRAC & REM § 171.023
© 2014 Thomson Reuters. No claim to original U.S. Government Works. 1
Vernon's Texas Statutes and Codes Annotated
Civil Practice and Remedies Code (Refs & Annos)
Title 7. Alternate Methods of Dispute Resolution (Refs & Annos)
Chapter 171. General Arbitration (Refs & Annos)
Subchapter B. Proceedings to Compel or Stay Arbitrations (Refs & Annos)
V.T.C.A., Civil Practice & Remedies Code § 171.023
§ 171.023. Proceeding to Stay Arbitration
Currentness
(a) A court may stay an arbitration commenced or threatened on application and a showing that there is not an
agreement to arbitrate.
(b) If there is a substantial bona fide dispute as to whether an agreement to arbitrate exists, the court shall try the
issue promptly and summarily.
(c) The court shall stay the arbitration if the court finds for the party moving for the stay. If the court finds for the
party opposing the stay, the court shall order the parties to arbitrate.
Credits
Added by Acts 1997, 75th Leg., ch. 165, § 5.01, eff. Sept. 1, 1997.
Notes of Decisions (20)
V. T. C. A., Civil Practice & Remedies Code § 171.023, TX CIV PRAC & REM § 171.023
Current through the end of the 2013 Third Called Session of the 83rd Legislature
End of Document © 2014 Thomson Reuters. No claim to original U.S. Government Works.
Tab G

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