## Facts

- M & C Corporation (M&C), a Michigan manufacturer’s representative, and Erwin Behr GmbH & Co. (Behr), a German manufacturer, executed a 1985 agreement appointing M&C as Behr’s exclusive North American sales agent for certain automotive interior panels.
- The agreement required arbitration under ICC rules in London and applied Michigan law.
- Behr terminated the relationship in 1991; M&C asserted wrongful termination and related claims that proceeded to ICC arbitration.
- In 1994, an arbitrator issued an award in M&C’s favor; the federal district court confirmed the award and entered judgment, followed by enforcement proceedings.
- During later enforcement, the parties disputed how to apply a monetary component of the award (including calculations of amounts owed).
- The district court initially characterized the award as unambiguous, but later concluded it was unclear in application and ordered a remand to the original arbitrator for clarification without identifying the specific ambiguity.
- Behr appealed, arguing the remand was improper and the award had been satisfied; M&C argued the remand order was not appealable and that remand was permissible.

## Issues

1. Whether an order remanding a confirmed arbitration award to the original arbitrator for clarification is a final, appealable decision.
2. Whether a district court may remand an arbitration award for clarification without specifying the respects in which the award is ambiguous or incomplete.

## Decision

- The Sixth Circuit held it had appellate jurisdiction because the remand order, in context, was sufficiently final for review.
- The court recognized that remand to an arbitrator for clarification may be proper when an arbitration award is ambiguous, incomplete, or unclear in application.
- The court concluded it could not review the remand on the merits because the district court failed to identify what, specifically, was ambiguous or unclear.
- The case was remanded to the district court to specify the ambiguity and to cabin any subsequent remand to the arbitrator accordingly.

## Legal Principles

- A court may remand an arbitration award to the original arbitrator for clarification when the award is ambiguous, incomplete, or unclear in application.
- A remand order must identify the specific provisions or aspects of the award that are ambiguous or incomplete so the arbitrator can clarify rather than revisit the merits.
- A remand-to-arbitrator order may be treated as final and appealable when it effectively resolves the court’s role except for implementation dependent on clarification.

## Conclusion

The Sixth Circuit treated the district court’s remand order as appealable, approved remand for clarification in principle, and required the district court to articulate the precise ambiguity before sending the confirmed award back to the arbitrator.


M & C Corp. v. Erwin Behr GmbH & Co., 326 F.3d 772 (6th Cir. 2003)