This is an appeal from the district court’s confirmation of, and entry of judgment upon, arbitration awards against Miriam Carroll and David Capps in favor of MBNA America Bank. We affirm.
I.
Factual and Procedural Summary
In December 2004, Capps and Carroll each mailed a letter 1 to MBNA, alleging that there was an error in their most recently received billing statements. Capps disputed a debt of over $21,000 and Carroll disputed a debt of over $24,000. MBNA did not respond to the letters or to subsequent letters wherein Capps and Carroll claimed MBNA had improperly made adverse credit report filings against them and demanded that it follow federal procedures for resolving billing and reporting disputes. Instead, MBNA filed separate arbitration proceedings against Capps and Carroll with the National Arbitration Forum (NAF).
In April 2005, the NAF received a letter from Carroll, urging that the arbitration be dismissed because her agreement with MBNA did not contain an arbitration provision and she did not receive notice of an amendment to the agreement, meaning that the NAF lacked jurisdiction to arbitrate. Capps sent a similar letter to the NAF in July 2005. On August 3, 2005, the NAF issued a decision, acknowledging that it may lack jurisdiction and requesting evidence on the issue of jurisdiction. Subsequently, the arbitrator found that the NAF did have jurisdiction and issued an award against Carroll for $30,241.41. A different arbitrаtor made the same finding against Capps and issued an award against him for $28,156.49.
On September 30, 2005, Carroll filed a complaint against MBNA in the Idaho Coun *264 ty District Court, alleging violations of the Truth in Lending Act, breach of contract and violation of rights, and seeking injunctive relief to invalidate the arbitration award against her. MBNA filed a collection suit against Capps, who answered, alleging the same claims and seeking the same relief as Carroll. MBNA moved for summary judgment on all claims asserted by Capps and Carroll and the cases were consolidated for hearing. The district court denied MBNA’s motions for summary judgment, finding that MBNA’s answers to requests for admissions concerning the billing dispute letters sent by Capps and Carroll were inconsistent and that it had failed to produce agreements that provided for arbitration between the parties. The court held that these issues created questions of fact precluding summary judgment.
The district court subsequently heard Capps’ and Carroll’s motions for injunctive relief, following an evidentiary hearing on the applicability of the arbitration clauses. On September 14, 2006, the district court issued an opinion on Capps’ and Carroll’s claims for injunctive relief, treating them as motions to vacate the arbitration awards. The court found that Delaware law applied to the agreements, the agreements allowed unilateral modification with implied acceptance, and the agreements had been properly modified to include arbitration clauses. On that basis, the district court confirmed the arbitration awards of $28,156.49 against Capps and $30,241.41 against Carroll.
Capps and Carroll moved for reconsideration, arguing for the first time that MBNA’s claim was fraudulent, the arbitrators did not have jurisdiction to issue the awards, the NAF was biased in favor of MBNA, the arbitrations were unconscionable because of bias on the part of arbitrators, the arbitration agreements were illusory and deceptive, the application of Delaware law was precluded by the Idaho Credit Code (ICC), and the district court should reopen discovery on the issue of MBNA’s standing to collect the debts. The district court denied the motions for reconsideration, finding that Capps and Carroll failed to present any new factual or legal arguments that would warrant overturning the arbitration awards, and that their request to reopen discovery was not timely. Capps and Carroll timely appealed to this Court.
II.
Issues on Appeal
The following issues аre presented on appeal: (1) whether the agreements between the parties are controlled by Delaware law; (2) whether the district court’s finding of valid agreements to arbitrate is supported by substantial, competent evidence; and (3) whether MBNA is entitled to attorney fees on appeal.
A.
Standard of Review
Choice-of-law analysis and the determination of the law governing a case are questions of law over which this Court exercises free review.
Grover v. Isom,
(1) The award was procured by corruption, fraud or other undue means;
(2) There was evident partiality by an arbitrator appointed as a neutral, or corruption in any of the arbitrators, or misconduct prejudicing the rights of any party;
(3) The arbitrators exceeded their powers;
(4) The arbitrators refused to postpone the hearing upon sufficient cause being shown therefor or refused to hear evidence material to the controversy or otherwise so conducted the hearing, contrary to the provisions of section 7-905, Idaho Code, as to prejudice substantially the rights of a party; or
(5) There was no arbitration agreement and the issue was not adversely determined in proceedings under section 7-902, Idaho Code, and the party did not participate in the arbitration hearing without raising the objection.
I.C. §§ 7 — 912(a)(1)—(5). If the district court makes additional findings of fact in confirming or denying the award, they must be supported by substantial and competent evidence.
Moore,
B.
Conflict of Laws
In this case, the agreements between MBNA and Capps and Carroll contain choice-of-law clauses that purport to apply Delaware Law. MBNA is also a national bank, governed by the National Banking Act (NBA), meaning several aspects of its operations are subject to federal law.
The NBA invests nationally chartered banks with powers enumerated in the NBA, as well as all incidental powers necessary to carry out the business of banking.
Watters v. Wachovia Bank, N.A.,
In determining the law applicable to a contract, this Court applies the Restatement (Second) of Conflict of Laws.
See Ward v. Puregro,
(a) the chosen state has no substantiаl relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice, or
(b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which, under the rule of § 188, would be the state of the applicable law in the absence of an effective choice of law by the parties.
Id. § 187(2).
In
Cerami-Kote,
this Court applied Florida law after it determined that a substantial relationship existed with the chosen state.
The next step in the
Cerami-Kote
analysis is to determine whether the chosen state’s lаw recognizes the choice-of-law clause.
The Restatement indicates that the key consideration in making a public policy determination is whether some policy of the forum state is contravened by applying the rules of the selected state. Restatement (Second) of Conflict of Laws § 6 cmt. e. (1971). In this ease, Idaho’s public policy is expressed in the ICC. The ICC provides that one of its key purposes is “[t]o protect debtors against unfair practices by some suppliers of credit.” I.C. § 28-41-102(2)(c). With regard to regulated credit transactions, such as those involved here, the ICC invalidates an agreement by a debtor that purports to apply the law of another state, unless the debtor was not a resident of this state at the time of the credit transaction. I.C. §§ 28-41-201(1), (7), &(8).
According to the tеstimony elicited from MBNA’s witness, Michael Milnes, during the evidentiary hearing, Capps and Carroll were both residents of this state at the time their accounts were modified. Thus, the ICC would apply to MBNA’s modification of their account terms because the proposed modification was sent to parties in this state by mail, triggering the application of the ICC according to section 28-41-201(1)(a). Because the ICC applies to the transactions in question, the choice-of-law clauses provided by MBNA are inapplicable because they are contrary to express statutory law and public policy in Idaho. This is because they apply the law of another state to a covered credit transaction; thus, in absence of an effective choice of law by the parties, analysis of the conflicts between Idaho and Delaware law must be analyzed under section 188 of the Restatement.
Under section 188 of the Restatement, when the laws of two states might potentially apply, the law of the state with the most significant relationship to the contract should apply.
Seubert Excavators, Inc. v. Anderson Logging Co.,
In this case, we find that Delaware law has the most significant relationship to the agreements. Despite the fact that Capps and Carroll are domiciled in Idaho, and MBNA has advertised and solicited business within the state of Idaho, the contacts with Idaho end there. Under the Restatement theory, repayment was to be made where MBNA was located, in Delaware. MBNA is also incorporated and has its principal place of business in Delaware. Finally, the formulation of the terms and conditions of the agreements took place in Delaware under the assumption that they would be governed by Delaware law.
The application of the section 6 policies also favors the application of Delaware law. As noted above, the policies of the forum are opposed to application of the laws of another state to a credit transaction in this state, meaning that Idaho law should apply under that consideration; however, all other considerations supрort the application of Delaware law. The needs of interstate and international systems would implicate application of Delaware law because the parties originally attempted to form the agreements under Delaware law, as indicated by the inclusion of the choice-of-law clauses. As for the policies of Delaware, as shown by Delaware case law, Delaware would apply the law that was in the contemplation of the parties when the agreements were formed, meaning that Delaware law should apply.
See, e.g., J.S. Alberici Constr. Co.,
Finally, despite the application of Delaware law to substantive issues, Idaho law applies to all procedural matters in this action. Even where a court is applying the laws of another state, the procedural law of the forum court will still apply. See
Houston v. Whittier,
C.
Arbitration Agreement
Capps and Carroll argue that the arbitrators’ аwards should be vacated because there *268 were no agreements to arbitrate, robbing the arbitrators of jurisdiction and providing grounds to vacate the awards under Idaho Code section 7-912(a)(5). MBNA argues that the original agreements contained provisions that allowed for unilateral amendment of the agreements, and that the unilateral amendment procedures were followed, adding an arbitration clause to both Capps’ and Carroll’s agreements. MBNA also argues that it is entitled to relief under the applicable Delaware law, even without introduction of the original agreements, because it has the right to unilaterally amend the agreements under Delaware Code, title 5, section 952. Capps and Carroll contend that there is no evidence to support MBNA’s unilateral right to amend their agreements and that a unilateral amendment is contrary to Idaho and Delaware law and public policy.
Although Capps and Carroll styled their claims for relief as injunctive in nature, they were motions to vacate arbitration awards pursuant to Idaho Code section 7-912. An action under section 7-912 is to be presented and decided as a motion. I.C. § 7-916. Here, despite the fact that the motion was improperly presented as a complaint for injunctive relief, in any civil case, a mislabeled claim may be treated according to its substance.
See Freeman v. State, Dept. of Corr.,
We first consider whether the district court correctly found the parties had agreed to arbitrate disputes. MBNA contends that both agreements were properly amended to include arbitration provisions. The evidence in the record indicates that Capps opened his account in February 1999, and that MBNA sent him a document in Decembеr 1999 purporting to amend the agreement to include the arbitration provision. Carroll’s credit card account was opened in March 1980 with another bank and converted to an MBNA account in July 2000. The evidence shows that MBNA mailed an amendment to Carroll at that time purportedly incorporating the arbitration provision. The question therefore is whether such unilateral amendments are permissible under Delaware law.
Title 5, section 952 of the Delaware Code contemplates unilateral amendment of credit agreements between parties; however, it also provides that unilаteral amendments cannot be made if the agreements specifically prohibit them. 5 Del.Code Ann., tit. 5, § 952(a) (1999). Consequently, in order to show that the NAF had jurisdiction, MBNA is required to demonstrate that the original agreements between the parties did not contain a restriction on its ability to modify the agreements. Thus, in order for this Court to uphold the district court’s finding of valid agreements to arbitrate between the parties in this matter, the record must reflect substantial and competent evidence of a valid agreement for both Capps and Carroll that either does not prohibit unilateral amendments of the agreеment or that contains a valid arbitration clause.
A very similar issue was addressed by this Court in
MBNA America Bank, N.A. v. Fouché;
however,
Fouché
is distinguishable from this case based on the evidence presented and the findings made.
Although there was also testimony in the record from MBNA’s witness that it had complied with the amendment procedures to add an arbitration clause, this Court held that the district court’s confirmation of the arbitration award was not supported by substantial and competent evidence because “[tjhere was no evidence admitted during trial that supported the finding that MBNA had the right to change the agreement.”
Id.
at 4,
This case differs from Fouché because MBNA has placed sufficient evidence in the record to allow a finding of an agreement to arbitrate and the district court made such a finding. MBNA relied on the testimony of one of its vice-presidents, Michael Milnes, who identified exhibits entered into the record as the amended agreements between MBNA and Carroll and Capps. These exhibits contained agreements to arbitrate, as well as provisions allowing for amendment of the cardholder agreements by MBNA. Further, MBNA pointed to applicable provisions of Delaware law, specifically, title 5, section 952, that empowered MBNA to unilaterally amеnd the agreements between the parties. Finally, the district judge made an explicit finding that both Capps and Carroll had an agreement to arbitrate with MBNA, based on the evidence in the record. Consequently, we find that, unlike the record presented in Fouché, the record in this case adequately establishes MBNA’s ability to modify the agreements between the parties, as well as the fact that the agreements had in fact been amended to provide for arbitration.
Carroll’s and Capps’ other arguments against confirmation of the arbitration award are unavailing. While a showing that the agreement to arbitrate itself was unconscionable or that the arbitrator was influenced by bias or prejudice would be sufficient to allow a court to set aside an arbitration award, those arguments were not raised or argued in front of the district court, nor was any evidence presented to support them. While Carroll and Capps did argue on reconsideration that the arbitration process itself was unconscionable because of arbitrator bias, that is not a basis for vacating the awards. The district court found that, although Capps and Carroll submitted affidavit and deposition testimony that NAF arbitrations werе biased in favor of the banking industry, they presented no evidence that the arbitrators presiding in their arbitrations were biased. Neither Capps nor Carroll has demonstrated why the district court’s findings should be disturbed. The other arguments raised by Carroll and Capps, including lack of mutuality of obligation or a meeting of the minds, simply go back to the existence of an agreement to arbitrate, which, as we noted above, was found as an established fact supported by substantial and competent evidence.
Accordingly, because the district court found agreements to arbitrate between the parties as аn established fact, and Capps and Carroll have failed to show any grounds for setting aside the arbitration awards entered under those agreements, the district court’s confirmation of the arbitration awards against Capps and Carroll was proper.
*270 D.
Attorney Fees
MBNA claims that it is entitled to attorney-fees on appeal pursuant to Idaho Code sections 12-120(3) and 12-121.
6
When a choice-of-law clause is in play, this Court must determine whether the award of attorney fees is procedural or substantive in order to establish which state’s law applies.
Houston,
III.
Because the district court’s findings concerning the arbitration awards agаinst Capps and Carroll are supported by substantial and competent evidence, we affirm the district court’s order confirming the awards and the judgment entered thereon. We award costs on appeal, but not attorney fees, to MBNA.
Notes
. Each letter stated:
I am writing regarding the above account. I believe that my most recent statement ... is inaccurate.
I am disputing the above amount because I believe that you failed to credit my account for prepayments you agreed to credit.... It was my understanding that when I entered into the agreement with you that you would accept my signed note(s) or other similar instrument(s) as money, credit or payment for previous account transactions, and then reflect those credits in the [December] statement.... They do not appear in the statement and I am wondering why. The amount of the credits on the prepayments of money or credit accepted by you should be the approximate amount that I list above [referring to the total balance due on the last statement received by the debtor]. I am making this billing inquiry because I am uncertain of all the dates of the prepaid credits and also because there may be additional credits that I am entitled to. Please provide me with a written explanation why these credits are not showing____
I am requesting that you provide me with an acknowledgment of this billing error and complete a full investigation by sending me a written explanation report related to the subject matter of this billing error....
I am also requesting additional documentary evidence of indebtedness of the account charges, which includes copies of the account charges and entries that made you arrive at the recent balance shown on my statement....
I am exercising my right to withhold the disputed amount until you comply....
. We should note, as we did in
Barbee v. WMA Securities, Inc.,
that the statute applicable to this matter is most likely the Federal Arbitration Act (FAA), 9 U.S.C. § 1, et seq., because the contracts in question involve interstate commerce.
. See Restatement (Second) of Conflicts of Law § 195, cmt. d. (1971) (noting that money lent by a bank is considered repayable at the bank itself).
. Those factors are:
(a) the needs of the interstate and international systems,
(b) the relevant policies of the forum,
(c) the relevant policies of other interested states and the relative interests of those states in the determination of the particular issue,
(d) the protection of justified expectations,
(e) the basic policies underlying the particular field of law,
(f) certainty, predictability and uniformity of result, and
(g) ease in the determination and application of the law to be applied.
Restatement (Second) of Conflict of Laws § 6 (1971).
. The relevant portion of the statute provides:
Unless the agreement governing a revolving credit plan otherwise expressly provides, any amendment may, on and after the date upon which it becomes effective as to a particular borrower, apply to all then outstanding unpaid indebtedness in the borrower's account under the plan....
Del.Code. Ann., tit. 5, § 952(a) (emphasis added).
. MBNA does not base its request for attorney fees on the provisions of the agreements between the parties, and, therefore, we do not consider whether fees may have been awardable under the agreements.