                          PUBLISHED

UNITED STATES COURT OF APPEALS
               FOR THE FOURTH CIRCUIT


EAST COAST HOCKEY LEAGUE,             
INCORPORATED,
                Plaintiff-Appellee,
                v.                             No. 02-1419
PROFESSIONAL HOCKEY PLAYERS
ASSOCIATION,
              Defendant-Appellant.
                                      
          Appeal from the United States District Court
        for the Eastern District of Virginia, at Richmond.
              Dennis W. Dohnal, Magistrate Judge.
                          (CA-01-691)

                     Argued: January 22, 2003

                     Decided: March 12, 2003

     Before WILLIAMS and MICHAEL, Circuit Judges, and
      Morton I. GREENBERG, Senior Circuit Judge of the
      United States Court of Appeals for the Third Circuit,
                     sitting by designation.



Reversed and remanded by published opinion. Senior Judge Green-
berg wrote the opinion, in which Judge Williams and Judge Michael
joined.


                           COUNSEL

ARGUED: Ronald Leonard Jaros, Sr., JAROS & JAROS, Hamburg,
New York, for Appellant. James H. Falk, Jr., FALK LAW FIRM,
2       EAST COAST HOCKEY LEAGUE v. PROFESSIONAL HOCKEY PLAYERS
P.L.C., Washington, D.C., for Appellee. ON BRIEF: Andrew S.
Kasmer, CHASEN & BOSCOLO, Falls Church, Virginia, for Appel-
lant.


                                OPINION

GREENBERG, Senior Circuit Judge:

                          I. INTRODUCTION

   This declaratory judgment matter comes on before this court on the
Professional Hockey Player Association’s ("Association") appeal
from an order entered in the district court on March 21, 2002, grant-
ing East Coast Hockey League, Incorporated’s ("League") motion for
summary judgment and denying that of the Association. This action
involves a controversy over whether two disputes between the parties
are subject to arbitration under the parties’ collective bargaining
agreement ("CBA"). A magistrate-judge, acting pursuant to 28 U.S.C.
§ 636(c)(1), and exercising jurisdiction under section 301 of the
Labor Management Relations Act of 1947, 29 U.S.C. § 185, entered
the order after determining that, as contended by the League, resolu-
tion of neither dispute is subject to arbitration.

   There is no controversy regarding the facts material to the limited
issues on this appeal, a circumstance that made this case appropriate
for resolution on the parties’ motions for summary judgment.1 The
Association is a labor organization that represents hockey players
throughout the United States and Canada and the League is a profes-
sional hockey league with hockey clubs operating in different states.
Article III of the CBA provides that the member clubs "recognize the
[Association] as the sole and exclusive collective bargaining represen-
tative for all professional hockey Players who are employed by, or
loaned to, [League] Clubs. . . ." App. at 20.
    1
   Indeed the Association as the appellant set forth the facts in its brief
and the League in its brief recited that it "is satisfied" with the Associa-
tion’s presentation. Appellee’s brief at 4.
    EAST COAST HOCKEY LEAGUE v. PROFESSIONAL HOCKEY PLAYERS           3
  Article XII of the CBA contains a grievance and arbitration proce-
dure for resolution of disputes between the parties, providing in perti-
nent part as follows:

    Any dispute, controversy, claim or disagreements (1) arising
    out of or relating to this Agreement; (2) arising out of or
    related to the [League] Standard Player’s Contract or any
    alleged breach thereof; (3) arising out of or relating to any
    term or condition of a Player’s employment; (4) arising out
    of or related to the [Association]; and/or (5) arising out of
    or related to a Player and any other [League] Club and/or
    the [League] shall be submitted to final and binding arbitra-
    tion . . . .

App. at 36 (footnote omitted).

   The CBA incorporates the standard player’s contract as an appen-
dix. Paragraph 8 of the contract, which relates to players’ fines and
suspensions, provides as follows:

    8. RULES AND REGULATIONS

         The Club and the Player severally and mutually
         promise and agree herein to be legally bound by
         the Governing documents of the League and by all
         the terms and provisions thereof, a copy of which
         shall be open and available for inspection by the
         Club and the Player, at the Main Office of the
         League and at the Main Office of the Club. The
         Club and the League each may from time to time
         during the continuance of this Contract establish
         rules, regulations, and guidelines governing the
         conduct and conditioning of the Player, and it is
         hereby recognized and agreed by the Player that
         such rules shall form part of this Contract as fully
         as if herein written. For violation of the Governing
         documents of the League or any other rules of the
         League or the Club, the Player may be fined or
         suspended. When a Player is fined or suspended,
         the Player shall be given written notice, via the
4   EAST COAST HOCKEY LEAGUE v. PROFESSIONAL HOCKEY PLAYERS
         Player’s Club, stating the amount of the fine
         and/or the duration of the suspension, and the rea-
         son therefore. Any dispute . . . or claim, of any
         nature, between the Player and any other [League]
         Club or the League, shall be submitted to final and
         binding arbitration pursuant to the dispute resolu-
         tion procedures set forth in the Collective Bargain-
         ing Agreement.

App. at 54. Thus, both the CBA and the standard player’s contract
have broad arbitration provisions.

   The two disputes between the Association and the League are the
"Tallahassee dispute" and the "Sugden dispute." The Tallahassee dis-
pute concerns the Association’s assertion that the Tallahassee Tiger
Sharks, a member club of the League, violated the salary cap provi-
sion contained in Article VII, Section 1, of the CBA. That provision
states in pertinent part as follows:

    B. Amount.

    At no time may a Member Club pay weekly Club Salary of
    more than:

                                 ***

    (b) $9,250 for the 2000/2001 regular and post-season play
    period[.]

App. at 25.

   The Association submitted a League Dispute Resolution Form to
the League arising out of the dispute between Tallahassee and its
players regarding the salary cap. In particular, the Association, as the
bargaining representative of the players on the Tallahassee club,
asserted that the Tallahassee club’s management violated the salary
cap during the 2000/2001 regular hockey season by paying a weekly
club salary greater than the CBA permitted.
    EAST COAST HOCKEY LEAGUE v. PROFESSIONAL HOCKEY PLAYERS          5
   Independently of the Association’s claim that the management of
the Tallahassee club violated Article VII of the CBA, the League
president, pursuant to its by-laws, imposed a fine on the Tallahassee
management and deducted a sufficient number of points from the club
in the League standings to prevent Tallahassee from participating in
the play-off rounds thereby causing the Tallahassee players to suffer
a loss of play-off bonuses. The Association demanded that its claim
against Tallahassee arising from the violation of the salary cap be
resolved by arbitration as provided in Article XII of the CBA but the
League refused to submit the dispute to arbitration.

   The Sugden dispute involves Brandon Sugden, a player member of
the Association employed under a standard player’s contract by the
Peoria Riverman, a League club. By reason of Sugden throwing a
stick at a patron, the League president suspended him for life thereby
permanently precluding him from playing for Peoria or for any other
League member club. The Association disputed both the factual basis
for the suspension and the appropriateness of its duration. Thus, it
demanded that the parties submit the Sugden dispute to arbitration
pursuant to Article XII of the CBA. The League, however, refused to
do so.

   Following its rejection of the Association’s arbitration demands,
the League brought this action in the district court, contending that
neither the Tallahassee dispute nor the Sugden dispute is arbitrable.
The Association counterclaimed, requesting the court to compel the
League to arbitrate the disputes pursuant to the CBA arbitration provi-
sion. As we have indicated, the court resolved the matter on cross-
motions for summary judgment and found in the League’s favor. The
Association then filed this appeal. We have jurisdiction under 28
U.S.C. § 1291 and exercise plenary review on this appeal. See Kansas
Gas & Elec. Co. v. Westinghouse Elec. Corp., 861 F.2d 420, 422 (4th
Cir. 1988).

                         II. DISCUSSION

   We start our discussion of the substantive issues by setting forth
the overarching principles applicable on this appeal. To start with,
"arbitration is a matter of contract and a party cannot be required to
submit to arbitration any dispute which he has not agreed so to sub-
6       EAST COAST HOCKEY LEAGUE v. PROFESSIONAL HOCKEY PLAYERS
mit." AT&T Techs., Inc. v. Communications Workers of Am., 475 U.S.
643, 648 (1986) (internal quotation marks omitted). Thus, the terms
of the implicated contract determine whether a dispute is arbitrable.2
United Steelworkers of Am. v. Am. Mfg. Co., 363 U.S. 564, 567-68
(1960). Second, a court should uphold a claim that a dispute is subject
to arbitration "unless it may be said with positive assurance that the
arbitration clause is not susceptible of an interpretation that covers the
asserted dispute." AT&T Techs., 475 U.S. at 650 (internal quotation
marks omitted). Third, "in deciding whether the parties have agreed
to submit a particular grievance to arbitration, a court is not to rule
on the potential merits of the underlying claims." Id. at 649.

   The magistrate-judge explained his ruling as follows. The CBA
provides that the League reserves and retains the right to issue rules
and regulations governing the conduct of the Association’s members.
These rules, regulations and by-laws are within the League’s and its
clubs’ jurisdiction and are not incorporated into the CBA and are not
susceptible to arbitration. In both the CBA and the standard player’s
contract the players are bound by the League’s rules, regulations and
guidelines governing the players’ conduct. The rules provide that the
League may fine or suspend a player and the League president

        shall interpret the playing rules, shall impose penalties/fines
        in accordance with the Regulations, and may impose a pen-
        alty/fine upon any Member, or coach or player of a Mem-
        ber’s teams, if such Member, or director, officer or
        employee thereof, has been guilty of conduct prejudicial or
        detrimental to the League, as the President determines in his
        sole discretion.

App. at 98. The magistrate-judge concluded from the foregoing provi-
sions that "although there is a valid arbitration clause in the Agree-
ment, the Association unambiguously waived the right to arbitrate
League decisions relating to player or member conduct . . . ." App. at
198-99.
    2
   We are not concerned here with a situation in which the claimed obli-
gation to arbitrate is imposed as a matter of law. See, e.g., 29 U.S.C.
§ 1401(a).
    EAST COAST HOCKEY LEAGUE v. PROFESSIONAL HOCKEY PLAYERS            7
  The magistrate-judge then explained that:

       . . . I find that the Sugden matter clearly involved player
    misconduct; therefore the decision of the League to sanction
    Sugden with a lifetime suspension is not susceptible to the
    binding arbitration clause of the Agreement. Additionally, I
    find that the Tallahassee matter involved member miscon-
    duct as well, even though the salary cap is addressed in the
    Agreement. Tallahassee admitted to violating the salary cap,
    there is no question or dispute but that Tallahassee was
    guilty of member misconduct, and that Tallahassee did not
    contest the allegation that may have made it subject to arbi-
    tration. Because the misconduct is undisputed, the appropri-
    ateness of a sanction falls squarely within the power of the
    League president and is not subject to the terms of the
    Agreement’s binding arbitration clause.

App. at 199.

   We reject the magistrate-judge’s conclusions. There are three
levels of documents involved here: the CBA between the League and
the Association; the constitution, by-laws, and rules and regulations
that the League adopts; and the standard player’s contract. Clearly, a
violation of a salary cap is a breach of the CBA and the fact that the
League president disciplined the club by reason of it does not make
it any less a violation of the CBA. Under the CBA, "[a]ny dispute,
controversy, claim or disagreements . . . arising out of or relating to
this Agreement [or] arising out of or relating to the [Association] . . .
shall be submitted to final and binding arbitration . . . ." App. at 36.
We are not concerned here with interference with the president’s
power to find that the Tallahassee club’s actions violated the salary
cap and his right to impose sanctions for the violation and the Associ-
ation does not contend otherwise. Indeed, the Association’s claim is
based on the consequence of that finding. Therefore the Association
in the Tallahassee dispute in no way is challenging the president’s
exercise of jurisdiction. Thus, the arbitration provision of the CBA
must be applied as written and the Tallahassee dispute is subject to
arbitration.

  The Sugden dispute is somewhat different because the Association
does challenge the League president’s decision in this matter. More-
8   EAST COAST HOCKEY LEAGUE v. PROFESSIONAL HOCKEY PLAYERS
over, the League’s rules provide that its president shall impose penal-
ties on players guilty of conduct prejudicial or detrimental to the
League in his sole discretion and that, after all, is what the president
did with respect to Sugden.

   Nevertheless, we reach the same result in the Sugden dispute that
we do in the Tallahassee dispute. It is essential in considering whether
the Sugden dispute is arbitrable to recognize that the Association does
not challenge the League’s president’s power to suspend a player.
Accordingly, the fact that the CBA does not incorporate the League’s
rules pursuant to which the president suspended Sugden is immaterial
as the exercise of the power to suspend a player can be made subject
to review in an arbitration proceeding by a document separate from
the League’s rules. Nor is it material that the standard player’s con-
tract provides that the rules which give the League president the
power to penalize a player form part of the contract as the exercise
of that power easily can co-exist with the Association’s right to chal-
lenge how the president exercises the power. Accordingly, we see no
inconsistency in the president being given the "sole discretion" to
make a decision and that exercise of discretion being reviewable. In
fact, a district court acting solely frequently exercises its discretion
but nevertheless a court of appeals ordinarily may review that exer-
cise.

    The significant provision in the CBA is that providing that any dis-
pute "arising out of or related to any term or condition of a Player’s
employment . . . shall be submitted to final and binding arbitration."
Moreover, the standard player’s contract provides that "[a]ny dispute
. . . or claim, of any nature, between the Player and . . . the League,
shall be submitted to final and binding arbitration pursuant to the . . .
[CBA]." We cannot conceive of what language could be clearer. Fur-
thermore, the League’s rules do not provide that the president’s exer-
cise of discretion under the rules is exempt from challenge in an
arbitration proceeding. The magistrate-judge’s conclusion that "the
Association unambiguously waived the right to arbitrate League deci-
sions relating to player or member conduct" simply is wrong.

                         III. CONCLUSION

   Overall, we are satisfied that the president’s decision to suspend a
player is subject to challenge by the Association through arbitration.
    EAST COAST HOCKEY LEAGUE v. PROFESSIONAL HOCKEY PLAYERS           9
Moreover, the Association may seek a remedy through arbitration for
a club’s violation of the CBA even though the president has penalized
the club for the violation. In view of our conclusions, we hold that the
magistrate-judge erred in his decision and that he should have denied
the League’s motion for summary judgment and, inasmuch as there
is no dispute of material fact, he should have granted that of the Asso-
ciation. Consequently, we reverse the order of the district court
entered March 21, 2002, and remand the matter to the district court
to enter summary judgment for the Association declaring that the dis-
putes are subject to arbitration.

                                      REVERSED AND REMANDED
