The underlying dispute involves James R. Rosencrantz & Sons, Inc., an authorized John Deere dealer, which initiated an AAA arbitration in May 2023 alleging that Deere violated N.H. RSA § 357-C. The arbitration panel unanimously ruled that Deere violated two provisions of that statute — RSA 357-C:3(III)(v) and RSA 357-C:3(I) — and declared JRS the prevailing party. JRS then filed a petition in New Hampshire Superior Court to confirm the award and obtain attorneys' fees under RSA § 357-C:12(X), which directs the superior court to determine and award reasonable fees to a prevailing party once a statutory violation has been found. Deere removed the petition to federal court.
Deere did not move to vacate or modify the award within the three-month window under 9 U.S.C. § 12. Instead, it argued that the panel's fee-related language was mere dicta, that the panel never resolved the preemption question, and that awarding fees in a confirmation proceeding would impermissibly expand the award. The court rejected each of those arguments.
On the dicta question, the court held that the panel's findings — that the New Hampshire Dealer Bill of Rights overrides the parties' fee-allocation clause in the 2003 Dealer Agreement, that the factual predicates for a fee award had been met, and that JRS was the prevailing party — were essential to the relief granted, not peripheral observations. The court also held that the panel did address preemption by finding that the Dealer Bill of Rights overrides the Agreement, and that under the deferential standard governing confirmation proceedings, the court lacked authority to second-guess that determination even if it disagreed.
The court nonetheless identified a genuine ambiguity. The award used the words "may" and "possible" in describing a fee award by the superior court, while RSA 357-C:12(X) uses mandatory language — the superior court "shall" determine reasonable attorneys' fees and costs and award them to the prevailing party once a violation is found. That tension left unclear whether the panel intended the court to calculate fees it had effectively already awarded, or whether the court retained independent discretion to decide whether to award fees at all.
Rather than resolve that ambiguity itself, the court ordered the parties to return to the arbitral panel for a limited clarification. The court grounded the remand in First Circuit precedent allowing clarification remands in the labor-arbitration context, and noted that other circuits have permitted the same procedure under the FAA. The court also noted that the parties agreed at oral argument that such a remand is permissible in a confirmation proceeding.
The panel is directed to answer a single question: given its findings that RSA 357-C:12(X) overrides the Dealer Agreement, that JRS is the prevailing party, that the factual predicate for an award under that provision has been established, and that such an award is appropriate, did the panel intend to award fees to JRS to be calculated by the superior court? The petition to confirm the award is held in abeyance. Within 30 days of receiving the panel's clarification, the parties must request a further proceeding before the court if one is needed to complete confirmation.