## Facts

- Champion Chrysler and several other automobile dealers (the dealers) entered into separate but identical profit-sharing agreements (PSAs) with Dimension Service Corporation (Dimension), under which Dimension administered vehicle-service contracts sold to the dealers’ customers and shared profits with the dealers.
- Each PSA contained a mandatory arbitration provision governing disputes between the signing dealer and Dimension.
- A dispute arose after the PSAs were executed regarding Dimension’s payment of profit-share amounts allegedly due under the PSAs.
- The dealers served Dimension with a single joint arbitration demand asserting six claims, each seeking additional profit-share payments under the PSAs.
- The dealers requested consolidated arbitration because the PSAs were identical and the claims sought the same type of relief based on the same contract language.
- Dimension objected to consolidation, arguing that the PSAs did not authorize consolidation without agreement of all parties and that consolidation was a threshold arbitrability question reserved for courts.
- The arbitration panel rejected Dimension’s objection and ordered the dealers’ claims consolidated for discovery and motion-practice purposes.
- In doing so, the panel relied on PSA language granting arbitrators broad authority over how arbitration would be conducted, including provisions stating that arbitrators need not observe judicial formality or strict rules of evidence and that awards should be based on business considerations rather than strict law.
- The panel also reasoned that consolidation for prehearing proceedings was consistent with arbitration as an efficient, timely, and cost-effective substitute for litigation.
- The panel proceeded to resolve the dispute and issued a final arbitration award.
- The dealers moved in the Franklin County Court of Common Pleas to confirm the arbitration award, and the court confirmed it.
- Dimension appealed from the order confirming the award.

## Issues

1. Whether the decision to consolidate multiple dealers’ claims brought under separate but identical PSAs was a matter for the arbitrators to decide, rather than a threshold question for a court.
2. Whether the arbitration panel exceeded its authority by consolidating the claims for discovery and motion practice when Dimension objected to consolidation.

## Decision

- The appellate court affirmed the trial court’s judgment confirming the arbitration award.
- The court treated consolidation in this context as an issue concerning the conduct of the arbitration (how the arbitration should proceed), which is generally committed to the arbitrators when the parties’ agreement grants broad procedural authority.
- The court determined that the panel acted within the authority conferred by the PSAs when it ordered consolidation for discovery and motion practice, particularly given the PSAs’ express direction that arbitrators may proceed without judicial formality or strict evidentiary rules and may base decisions on business considerations.
- Because the consolidation order fell within the scope of the arbitrators’ contract-based authority, the court concluded there was no basis to disturb the award on the theory that the arbitrators exceeded their powers.

## Legal Principles

- Courts give strong deference to arbitration awards; judicial review is narrow and does not permit a court to revisit the merits of the dispute simply because a party disagrees with the arbitrators’ decisions.
- Questions about the conduct of arbitration proceedings—such as case management and whether to combine related claims for efficiency—are generally for arbitrators to decide when the arbitration clause grants broad authority over arbitral procedure.
- An arbitrator does not exceed assigned authority by choosing procedures that reasonably flow from the arbitration agreement’s language, especially where the agreement expressly relaxes judicial formality and channels decision-making toward business considerations.
- When parties agree to broad arbitral discretion over procedure, a court will generally not vacate an award based on objections to the arbitrators’ management of the proceeding, absent a clear contractual limit that the arbitrators disregarded.

## Conclusion

Champion Chrysler held that where separate but identical PSAs required arbitration and gave arbitrators broad procedural discretion, the arbitration panel could order consolidated proceedings for discovery and motion practice over Dimension’s objection, and the trial court properly confirmed the resulting final arbitration award.


Champion Chrysler v. Dimension Service Corp., 118 N.E.3d 490 (2018)