Antitrust Law Daily Wrap Up, FRANCHISING & DISTRIBUTION—D.N.H.: John Deere dealer fee fight sent back to arbitrators for clarification, (Apr 21, 2026)

By Martin A. Steinberg, J.D.

A New Hampshire John Deere dealer sought to confirm an arbitration award finding Deere violated the state Motor Vehicle Franchise Act and asked the court to award attorneys’ fees as the prevailing party under the statute.

The federal district court in Concord, New Hampshire held that it could not yet finalize confirmation of an arbitration award obtained by James R. Rosencrantz & Sons, Inc. (JRS) against John Deere because the award was ambiguous regarding attorneys’ fees. The arbitration panel had found Deere violated New Hampshire’s Motor Vehicle Franchise Act. It stated that the dealer, as the prevailing party, satisfied the factual predicate for seeking fees in superior court under RSA 357-C:12(X). Deere did not challenge the award itself, but argued the panel’s discussion of fees was dicta and that the court could not award fees in a confirmation proceeding. Rejecting Deere’s core reading of the award, the court said the panel had in fact made substantive findings that the statute overrode the parties’ fee-shifting provision and that a fee award was appropriate. But because the award’s phrasing left unclear whether the panel intended the court merely to calculate fees or to decide whether fees were available at all, the court remanded the matter to the arbitrators for limited clarification and held the petition in abeyance (James R. Rosencrantz & Sons, Inc. v. John Deere Co., No. 1:25-cv-00034-JL (D.N.H. Apr. 17, 2026)).

Background. JRS and Deere were parties to a dealer agreement requiring unresolved disputes to be arbitrated and generally providing that each side would bear its own attorneys’ fees. After JRS initiated an AAA arbitration in May 2023 alleging Deere violated New Hampshire’s Motor Vehicle Franchise Act, JRS sought attorneys’ fees under RSA 357-C:12(X), which allows a prevailing party to petition the superior court for fees and costs when a violation is found. Deere argued that the Federal Arbitration Act and the parties’ agreement foreclosed such a fee request, and also contended that the panel could not decide on fees because the amount had not been submitted in arbitration.

In its award, the arbitration panel found Deere violated two provisions of RSA 357-C, concluded that the New Hampshire dealer statute overrode the agreement’s fee provision, and stated that JRS, as the prevailing party, had established the factual predicate for seeking attorneys’ fees and costs in superior court. The panel’s relief also stated that it was subject to a possible superior-court award of fees and costs, while otherwise purporting to settle all claims submitted to arbitration. JRS then filed a state-court petition to confirm the award and obtain fees. Deere removed the case to federal court.

Preemption. The court held that, because the award did not clearly specify the court's role regarding attorneys’ fees, the ambiguity precluded straightforward confirmation and enforcement of the award. Deere insisted it was not asking the court to vacate or modify the award under the Federal Arbitration Act, but argued instead that the arbitrators’ statements about fees were merely dicta, that the panel had not actually decided the preemption issue, and that a fee award by the court would improperly expand the award. Deere also maintained it had no obligation to move to vacate or modify the award within the FAA’s three-month period because, in its view, the fee discussion had no legal effect. It further argued that the award was too ambiguous to be confirmed without clarification.

The court rejected Deere’s characterization of the award as a “studious misreading.” The court first held that the arbitration panel had, in fact, decided the preemption-related issue. The award expressly stated that although Deere relied on the dealer agreement’s provision requiring each party to bear its own arbitration costs and attorneys’ fees, the New Hampshire Dealer Bill of Rights overrode that agreement and gave the prevailing party the right to petition the superior court for fees and costs under RSA 357-C:12(X). The court said this language directly addressed Deere’s contention that the agreement displaced the statute.

Because the parties had thoroughly briefed that issue in the arbitration, the panel’s conclusion reflected an arguable construction of the contract and governing law, which was enough under the extremely deferential review standards applicable to arbitration awards. Even if the court believed the panel erred, it could not revisit the merits in a confirmation proceeding. The court also noted that Deere’s reliance on preemption case law was misplaced in a confirmation proceeding, especially because Deere emphasized that it was not seeking to vacate or modify the award and had not timely done so.

Not dicta. The court next held that the panel’s discussion of attorneys’ fees was not dicta. Deere had tried to reduce the award to a single sentence stating that fees “may be awarded” by the superior court, but the court found that such a reading ignored the rest of the award. The panel had already determined that the statute overrode the contract, that JRS was the prevailing party, that the factual predicate for a fee award had been established, and that such an award was appropriate.

The relief section also expressly made the granted relief “subject to” RSA 357-C:12(X) and a possible award of fees and costs by the superior court on JRS’s petition. The court reasoned that these findings were essential to the relief the panel granted and therefore were part of the holding, not stray commentary. In the court’s view, the award plainly authorized JRS to seek fees in superior court and clearly contemplated that it would do so.

Ambiguity. Even so, the court concluded that the award remained ambiguous in one critical respect. The problem arose from the panel’s use of the words “may” and “possible” when referring to a superior-court fee award. Under RSA 357-C:12(X), once the required statutory findings are made, the superior court “shall” determine and award reasonable attorneys’ fees and costs to the prevailing party, suggesting no discretion on whether to award fees at all.

The court explained that the panel’s wording could reasonably be read in at least two ways. One reading was that JRS was merely permitted, but not required, to seek fees in superior court, and if it did so, the court’s role would be limited to calculating the amount of fees the panel had effectively awarded. Another reading was that the superior court retained authority to decide for itself whether JRS met the statutory requirements and whether any fees should be awarded at all.

Appropriate remedy. The court then turned to the appropriate remedy for that ambiguity. Citing First Circuit and other federal precedent, it explained that when enforcement of an arbitration award requires interpretation of ambiguous language, the proper course is to remand to the arbitrators for clarification rather than have the court interpret, supplement, or modify the award itself.

Courts are supposed to be reluctant to act as interpreters of arbitration awards because the parties bargained for the arbitrators’ construction, not the court’s. Although the First Circuit had most clearly approved remands for clarification in labor-arbitration cases, the court found those authorities persuasive. It noted that other courts of appeals had approved similar remands in FAA cases. The court distinguished a clarification remand from an improper judicial effort to probe the merits of the arbitrators’ reasoning: a limited remand ensures that the court knows exactly what it is being asked to enforce.

Applying those principles, the court held that the most reasonable course was to remand the fee issue to the arbitration panel solely for clarification. The remand was not an appeal, an invitation to revisit the merits, or a request that the panel explain its reasoning. Instead, it was limited to one narrow question: given the panel’s findings that RSA 357-C:12(X) overrode the dealer agreement, that JRS was the prevailing party, that the factual predicate for a fee award had been established, and that such an award was appropriate, did the panel intend to award fees to JRS, with the amount to be calculated by the superior court?

The court ordered the parties to return to the panel for that clarification, held the confirmation petition in abeyance in the meantime, and directed the parties to request further proceedings within 30 days after receiving the panel’s response.

The Case is No. 1:25-cv-00034-JL.

Judge: Laplante, J.

Attorneys: Hilary Holmes Rheaume (Bernstein Shur PA) for James R. Rosencrantz & Sons, Inc. Lisa Kirby Haines (Seyfarth Shaw LLP) for John Deere Co.

Companies: James R. Rosencrantz & Sons, Inc.; John Deere Co.

Cases: FranchisingDistribution NewHampshireNews