Confirmation of an arbitration award; Whether the underlying contract was ambiguous; Whether there was a genuine issue of material fact when it terminated; Whether the arbitrator committed an error of law & exceeded his authority; Scope of the contract; Motion to vacate the award due to clear errors on its face; The trial court’s authority to remand to the arbitrator for clarification; MCL 691.1700(4); Whether the arbitrator exceeded the scope of the remand order

The court concluded there was no merit to plaintiffs’ arguments that the underlying contract terminated when they vacated defendant’s building and that “the arbitrator erred by granting summary disposition on liability because there was a genuine issue of material fact as to when” it terminated. Their assertions that the arbitrator committed an error of law and exceeded his authority, and that there were clear errors of law on the face of the arbitration award, also failed. Further, the circuit court did not err in remanding for clarification rather than vacating the award. Thus, the court affirmed the order granting defendant’s motion for summary disposition to confirm the award. The contract at issue referred to defendant as Baker Machining & Mold Technologies. It provided that plaintiffs would use defendant’s building and agreed “to offer first right of refusal on machining work that is selected to be outsourced to” Baker. There was no dispute that they outsourced machining work to defendant after vacating the building, or that they “were offering machining work to companies other than defendant.” Defendant sued, asserting that they “breached the agreement to offer defendant the right of first refusal on all machining work being outsourced by plaintiffs. The parties stipulated to dismiss the case and to arbitrate the matter.” The arbitrator granted defendant summary disposition on liability, and later awarded it $3,243,690. Plaintiffs sought to vacate the award. The trial court remanded the matter to the arbitrator for clarification, and the arbitrator issued a clarifying order. As to when the contract terminated, as it “did not contain any term, duration, or manner of termination indicating when, or for what reason, the right of first refusal would terminate, . . . the arbitrator did not err by concluding that it would terminate upon revocation by either party.” Further, the arbitrator did not error in finding “there was no genuine issue of material fact that the agreement for the right of first refusal terminated on” 3/24/13, when plaintiff-Hutton sent an email “stating that defendant should ‘find something’ other than outsourced machining work from plaintiffs ‘to look forward to.’”