216 F.3d 589 (7th Cir. 2000)
Agco Corporation,    Plaintiff-Appellee,v.Max Anglin, et al.,    Defendants-Appellants.
No. 98-3373
In the  United States Court of Appeals  For the Seventh Circuit
Argued March 2, 1999Decided June 9, 2000Rehearing Denied Aug. 1, 2000.

Appeal from the United States District Court  for the Southern District of Indiana, Indianapolis Division.  No. IP98-0050-C-T/G--John Daniel Tinder, Judge.
Before Cudahy, Eschbach, and Coffey, Circuit Judges.
Cudahy, Circuit Judge.


1
A farm equipment  dealership, Silver Lake Farm Service, Inc., and  its owners appeal from a district court order  denying their motion to vacate an arbitration  award and confirming an award for the farm  equipment manufacturer AGCO. This appeal presents  the question whether the arbitrators acted with  the authority conferred upon them by the parties'  agreement, or instead decided issues beyond those  which the parties had agreed to submit to  arbitration. Concluding that the arbitrators  exceeded their authority, we reverse.

I.

2
Max and Gary Anglin own Silver Lake Farm  Service, Inc., a farm implement store in Silver  Lake, Indiana. In 1987 Silver Lake became a  dealer of farm equipment for the Deutz-Allis  Corporation. Silver Lake bought inventory from  Deutz-Allis and sold it to farmers. In 1990 AGCO  acquired Deutz-Allis and assumed the dealership  agreement with Silver Lake.


3
In building its business, Silver Lake entered into  a series of financing agreements. First, to help  its customers obtain credit, it signed a Retail  Financing Agreement in 1989 with Agricredit  Acceptance Company, an equipment lease finance  company. At the same time, Agricredit required the  Anglins to execute separate personal guaranties of  Silver Lake's liabilities under the Retail Finance  Agreement. Significantly, neither these personal  guaranties nor the Retail Finance Agreement  provides for arbitration.


4
On June 3, 1992, Silver Lake entered into a  Wholesale Financing Agreement with AGCO to obtain  financing to purchase inventory from AGCO. A  binding arbitration provision required the  Anglins and AGCO to arbitrate all disputes  arising under the Agreement. On the same day, Max  and Gary Anglin and their wives executed personal  guaranties (the "Guaranties") of Silver Lake's  indebtedness to AGCO. Each of the Guaranties  (pre-printed, tiny-print forms drafted by AGCO)  contained the broad arbitration provision at  issue in this appeal:


5
BINDING ARBITRATION.  Except as otherwise  specifically provided below, all actions,  disputes, claims and controversies heretofore or  hereafter arising out of or directly or  indirectly relating to (a) this Guaranty . . . ,  (b) any subsequent agreement entered into between  the parties hereto, (c) any previous agreement  entered into between the parties hereto, (d) any  relationship or business dealings between the  parties hereto, and/or (e) the transactions  contemplated by this Guaranty or any previous or  subsequent agreement between the parties hereto  . . . will be subject to and resolved by binding  arbitration . . . and judgment upon the award  rendered by the arbitrator may be entered in any  court having jurisdiction.


6
(Emphasis added.) As will become apparent, the  elusive meaning of the "directly or indirectly"  clause is what has given rise to this litigation.


7
The scope of the Guaranties is set forth in a  separate provision, which also incorporates the  "direct or indirect" wording:


8
In consideration of financing provided or to be  provided by you [AGCO] to Silver Lake Farm  Service, Inc. ("Dealer"), . . . we [the Anglins]  . . . guaranty to you [AGCO] . . . the immediate  payment of all current and future liabilities  owed by Dealer to you when due, whether such  liabilities are direct or indirect.


9
(Emphasis added.)


10
By late 1992 AGCO was forging a close  relationship with Agricredit. In November,  unknown to the Anglins, AGCO entered into an  Operating Agreement with Agricredit, under which  AGCO agreed to purchase any retail finance  contract on which the purchase price warranty had  been breached. Soon thereafter (the precise time  is not clear from the record), AGCO acquired  Agricredit.1


11
Some time in 1994, Silver Lake began receiving  complaints of irregularities in a number of  retail contracts with customers. Although the  record is sketchy, the circumstances surrounding  six contracts--all of which were signed between  1992 and 1994 and then assigned to Agricredit--  have given rise to charges of fraud against  Silver Lake. These charges are not before us in  this appeal. What is before us--according to  AGCO--are Silver Lake's retail obligations to  Agricredit (the "Retail Obligations"), which AGCO  insists are covered by the broad arbitration  clause in the Guaranties. AGCO took assignment of  these Retail Obligations from Agricredit in July  and August 1995, several months after Silver  Lake's default led AGCO to terminate the  dealership agreement and the Wholesale Finance  Agreement.


12
In October 1995 AGCO sought arbitration against  Silver Lake and the Anglins based upon the  arbitration provision contained in the  Guaranties. Asserting fraud and breach of  contract claims against a Silver Lake manager  (who the Anglins assert in their brief "has since  disappeared"), AGCO complained about the six  contracts executed by Silver Lake customers that  involved Agricredit financing. In its written  demand for arbitration, AGCO somewhat diffusely  characterized the nature of its dispute as a  "Claim under Dealer Contract for defaults/fraud  under recourse consumer financing agreements and  for unpaid wholegood sales; claims against  guarantors for payment of principal obligor's  liabilities." The matter was submitted to an  arbitration panel of the American Arbitration  Association, which conducted a three-day hearing  in September 1997. No transcript was created.


13
In November 1997 the arbitration panel issued  its ruling. Although the arbitrators submitted no  findings of fact or law, they apparently  determined that the arbitration clause in the  Guaranties authorized them to consider the  disputed retail contracts, even though those  contracts involved not AGCO but Agricredit, a  nonsignatory to the Guaranties. The arbitrators  declared Silver Lake liable to AGCO for the debts  arising from five contracts; denied Silver Lake's  counterclaim for wrongful termination of its  dealership; and awarded AGCO damages of $148,517  plus attorney's fees.


14
In January 1998 AGCO petitioned the district  court under the Federal Arbitration Act, 9 U.S.C.  sec. 1 et seq., to confirm the award. The Anglins  promptly moved to vacate or modify the award  largely on the basis that the arbitrators  exceeded their powers by considering issues  outside the scope of the arbitration agreement.  The district court denied the Anglins' motion and  confirmed the award. It held that the arbitration  provision in the Guaranties authorized AGCO to  arbitrate a dispute with the Anglins over Silver  Lake's Retail Obligations to Agricredit because  that dispute directly or indirectly related to  the Anglins' Guaranties:


15
[A] direct liability would be a liability of  Silver Lake to AGCO under the Wholesale Financing  Agreement or under the Dealer Agreement. An  indirect liability would be a liability of Silver  Lake to AGCO through a liability of Silver Lake  to Agricredit, AGCO's wholly owned subsidiary,  under the Retail Financing Agreement.


16
(Dist. Ct. Order of 8/25/98, at 14.) This appeal  followed.

II.

17
We first consider whether the Anglins waived  any objection to the arbitrability of the Retail  Obligations when they consented to arbitration  and agreed to participate in the arbitration  hearing. If a party willingly and without  reservation allows an issue to be submitted to  arbitration, he cannot await the outcome and then  later argue that the arbitrator lacked authority  to decide the matter. See Jones Dairy Farm v.  Local No. P-1236, United Food & Commercial  Workers Int'l Union, AFL-CIO, 760 F.2d 173, 175-  76 (7th Cir. 1985). If, however, a party clearly  and explicitly reserves the right to object to  arbitrability, his participation in the  arbitration does not preclude him from  challenging the arbitrator's authority in court.  International Ass'n of Machinists & Aerospace  Workers, Lodge No. 1777 v. Fansteel, Inc., 900  F.2d 1005, 1009 (7th Cir. 1990). The record  suggests that the Anglins have followed the  latter course.


18
Although no transcript was made of the  arbitration proceedings, it is undisputed that  counsel for the Anglins objected to arbitration  of the Retail Obligations. In the district court,  counsel recounted that he registered his  objections once the parties "discovered" on the  "first or second day of arbitration" that the  Anglins had also executed personal guaranties of  the Retail Financing Agreement:


19
At that point, on behalf of the Anglins, I moved  for one of two things: Either that the  arbitration be dismissed because there was no  basis for it under the retail guaranties; or,  that if AGCO wanted to proceed with the  [arbitration], they do so solely under the  Wholesale Guaranties and stipulate to no claim  based on the retail guaranties. [AGCO] stipulated  they were making absolutely no claim under the  retail guaranties and that those retail  guaranties were not to be considered by the  arbitrators.


20
(Tr. of Dist. Ct. Hearing of 3/6/98, at 26-27.)  Like the defendant in Fansteel, counsel for the  Anglins "carefully and explicitly, in unambiguous  language, made known to the arbitrator[s] and  [AGCO their] clear intention" to preserve their  objection to the arbitrability of the Retail  Obligations, even though they agreed to proceed  with the arbitration hearing. Fansteel, 900 F.2d  at 1009. The Anglins therefore did not waive  their right to object to the scope of the  arbitration.


21
We turn to the question whether the arbitrators  went beyond the scope of the authority conferred  upon them by the parties. Arbitrators have the  authority to decide only those issues actually  submitted by the parties. American Postal Workers  Union, AFL-CIO, Milwaukee Local v. Runyon, 185  F.3d 832, 835 (7th Cir. 1999). "[A]rbitration is  simply a matter of contract between the parties;  it is a way to resolve those disputes--but only  those disputes-- that the parties have agreed to  submit to arbitration." First Options of Chicago,  Inc. v. Kaplan, 514 U.S. 938, 943 (1995). Thus,  although the Federal Arbitration Act embodies a  clear federal policy favoring arbitration  agreements, Moses H. Cone Mem'l Hosp. v. Mercury  Constr. Corp., 460 U.S. 1, 24-25 (1983), such  agreements must not be so broadly construed as to  encompass claims that were not intended to be  arbitrated under the original contract. As with  any contract, the touchstone for interpreting an  arbitration clause must be the intention of the  parties. Grundstad v. Ritt, 106 F.3d 201, 204  (7th Cir. 1997); Matteson v. Ryder Sys. Inc., 99  F.3d 108, 114 (3d Cir. 1996). Therefore, while  keeping in mind the federal policy favoring  arbitration, we must consider whether the Anglins  and AGCO intended for their dispute over the  Retail Obligations to be arbitrated. Our review  is extremely limited: we may vacate an  arbitration award only in narrowly defined cases,  such as when "the arbitrators exceeded their  power." 9 U.S.C. § 10(a)(4).Further, we  review findings of fact for clear error and  decide questions of law de novo. Publicis  Communication v. True North Communications, Inc.,  206 F.3d 725, 728 (7th Cir. 2000).


22
In considering the circumstances surrounding the  signing of the Guaranties, we conclude that there  is strong evidence that the Anglins never  intended to have the arbitration clause cover the  present controversy. In reaching this conclusion,  we rely on essentially three factors. First, the  arbitration clause did not seek to incorporate by  reference any provisions of the Retail Financing  Agreement; it expressly limited itself to  disputes concerning either the Guaranties or  other transactions between the two parties.  Second, at the time the Anglins entered into the  Guaranties, on June 3, 1992, AGCO had not yet  agreed to repurchase Agricredit's debt--such a  repurchasing agreement was not signed until five  months later, in November 1992. Third, the  Anglins signed their Guaranties before AGCO  acquired Agricredit as a subsidiary; because the  two companies shared no corporate identity as of  June 3, 1992, the Anglins had no reason to  suspect that their arbitration agreement with  AGCO would expand to encompass a dispute with  Agricredit, a nonsignatory. See, e.g., Kissun v.  Humana, 479 S.E.2d 751, 753 (Ga. 1997)  ("[P]iercing the corporate veil results in  disregard for the separate existence of parent  and subsidiary.").


23
This case resembles Eljer Mfg., Inc. v. Kowin  Dev. Corp., 14 F.3d 1250 (7th Cir. 1994), in  which we held that an arbitrator exceeded his  power by arbitrating a dispute involving a third  party not a signatory to the arbitration  agreement. Eljer Manufacturing, Inc. was the  parent corporation of the Simonds Division, a  producer of metal files. Simonds entered into an  agreement with Kowin Development, Inc. to form a  company called Kowin-Simonds, Inc. that would  participate in a Chinese joint venture to  manufacture files in China. Both Kowin and  Simonds agreed to arbitrate "any dispute" arising  under their agreement. Id. at 1252 n.1. Some time  later, Simonds--to aid the joint venture project-  -sold equipment to the Bank of China, which in  turn leased the equipment back to the joint  venture. The joint venture subsequently failed,  and Kowin sued Eljer and Simonds for fraudulently  misrepresenting facts about the equipment they  sold. After Eljer successfully moved to compel  arbitration, an arbitrator awarded Kowin damages,  including the sum that Eljer recovered from the  Bank of China for the purchase of Simonds'  equipment. We held that the arbitrator exceeded  his powers because the arbitration clause did not  authorize him to arbitrate disputes between Eljer  and a third party, the Bank of China. Id. at  1257.


24
Like Eljer, the Anglins' dispute involves a  third party, Agricredit, which is not a signatory  to the arbitration agreement. The arbitration  agreement contained in the Guaranties limited the  arbitrators' authority to issues arising from  transactions between either AGCO and Silver Lake  or AGCO and the Anglins. Eljer demonstrates that,  despite the Guaranties' broad arbitration  provision, the arbitrators were not authorized to  consider issues arising out of the Retail  Financing Agreement between Silver Lake and  Agricredit. The arbitrators exceeded their  authority when they considered the rights of  Agricredit asserted by AGCO as a result of  assignment. These rights, as the Anglins  correctly point out, are nothing more than "those  of a stranger to the arbitration agreement."


25
Moreover, it is a well-established principle of  Georgia law that an assignee of a contract  "stands in the shoes" of the assignor, has no  more rights under the contract than the assignor,  and is subject to all defenses which could have  been raised against the assignor. See Paulsen St.  Investors v. EBCO Gen. Agencies, 514 S.E.2d 904,  905 (Ga. Ct. App. 1999). Because AGCO acquired  its interests in the Retail Obligations through  assignment from Agricredit, it may assert claims  only to the extent of Agricredit's rights. The  Retail Obligations do not provide for  arbitration. As an assignee of the Retail  Obligations, AGCO is subject to the Retail  Obligations' limitations-- which include the  absence of an arbitration provision. AGCO may not  invoke the arbitration clause under the  Guaranties to arbitrate Retail Obligations that  are otherwise not arbitrable.


26
Besides addressing the contractual underpinnings  of arbitration and the nature of assignments, the  Anglins also express skepticism about the  expansive reach of the arbitration provision.  They liken the arbitration provision to an  unenforceable "dragnet" clause in a mortgage or  security agreement that secures an extensive  range of unanticipated debts, including those  that will arise in the future. The Anglins argue  that the arbitration provision, like an improper  dragnet clause, is unenforceable because it fails  to apprise them that it could encompass a dispute  over their subsequently assigned Retail  Obligations.


27
Georgia law, which expressly governs the  Guaranties, has long recognized and enforced  dragnet clauses. See, e.g., Hill v. Perkins, 127  S.E.2d 909 (Ga. 1962); Rose City Foods, Inc. v.  Bank of Thomas County, 62 S.E.2d 145 (Ga. 1950).  Unlike many jurisdictions that construe such  clauses narrowly, see Milton Roberts, Annotation,  Debts Included in Provision of Mortgage  Purporting to Cover All Future and Existing Debts  (Dragnet Clause)--Modern Status, 3 A.L.R. 4th 690  (1981 and Supp. 1999), Georgia is a "creditor's  state" that has given dragnet clauses their  fullest effect. In Rose City Foods, for instance,  the Georgia Supreme Court broadly construed a  dragnet clause to reach preexisting obligations  that the creditor had obtained from a third  party. Dragnet clauses, the court observed, are  a "matter of private contract" that "courts  should always guard with jealous care" and "give  . . . full effect when it is possible to do so."  62 S.E.2d at 148. Significantly, however, the  Georgia legislature later enacted a mortgage  statute to restrict the reach of dragnet clauses  to "obligations arising . . . between the  original parties to the security instrument." Ga.  Code Ann. sec. 44-14-1(b) (formerly sec. 67-1316).  This restriction thus limits Rose City Foods, see  Commercial Bank v. Readd, 242 S.E.2d 25, 28 n.1  (Ga. 1978) (Hill, J., concurring); Bowen v.  Kicklighter, 183 S.E.2d 10, 12 (Ga. Ct. App.  1971); Federal Deposit Ins. Corp. v. Willis, 497  F. Supp. 272, 281 (S.D. Ga. 1980), and calls into  question the enforceability of the dragnet clause  in this case, in which AGCO obtained the Retail  Obligations through assignment after the  Guaranties were signed. Indeed, other courts have  disapproved of dragnet clauses encompassing debts  that were originally owed by the mortgagor to  third parties and subsequently assigned to the  mortgagee. See, e.g., Hudson v. Bank of  Leakesville, 249 So.2d 371, 374 (Miss. 1971);  Wood v. Parker Square State Bank, 400 S.W.2d 898,  902 (Tex. 1966); Matter of E.A. Fretz Co., Inc.,  565 F.2d 366, 372 (5th Cir. 1978); Grant S.  Nelson & Dale A.Whitman, Real Estate Finance Law, sec.  12.8 at 900-902 (2d ed. 1985); 2 Grant Gilmore,  Security Interests in Personal Property 918 (1965).


28
Further, we are mindful that the Guaranties'  terms are construed against AGCO, which prepared  the document. Under Georgia law any ambiguity in  a guaranty is construed against the maker. See  Enterprise Fin. Corp. v. Ross White Enters.,  Inc., 441 S.E.2d 805, 806 (Ga. Ct. App. 1994);  St. Charles Foods, Inc. v. America's Favorite  Chicken Co., 198 F.3d 815, 821 (11th Cir. 1999)  (applying Georgia law). Although the Guaranties  here speak opaquely of the debtor's "direct or  indirect" liabilities, they do not mention  subsequent debts that have been obtained by  assignment from a third party. Like other  contracts, the arbitration clause in question  should be interpreted to reflect the parties'  actual expectations. Because AGCO did not obtain  assignment of the Retail Obligations until after  the signing of the Guaranties, we doubt that the  Anglins ever contemplated that their dispute with  Agricredit would find its way to the arbitration  table.

III.

29
Because the Anglins could not have contemplated  that their arbitration clause with AGCO would  encompass a dispute with a nonsignatory party, we  conclude that the arbitrators exceeded their  authority by arbitrating the Anglins' Retail  Obligations to Agricredit. We REVERSE the district  court's confirmation of the arbitration award,  and REMAND the case to the district court for  further proceedings consistent with this order.



Notes:


1
 The parties' briefs gloss over the timing of this  acquisition, and the record offers no  elaboration. The ambiguous chronology apparently  confused the district court, which traced  Agricredit's subsidiary status as far back as  1989: "In 1989, Agricredit, a wholly owned  subsidiary of AGCO . . . and Silver Lake entered  into a Retail Finance Agreement, dated July 31,  1989." According to AGCO's own website, however,  AGCO did not acquire Agricredit until 1993 and it  did not make Agricredit a wholly-owned subsidiary  until the following year. See  <http://www.agcocorp. com/>. The wholly-owned  subsidiary status was short lived. In late 1996  AGCO sold a majority stake in Agricredit to the  Dutch lending company Rabobank Nederland. See  id.; AGCO Completes Global Retail Finance Joint  Venture Agreement with Rabobank; Agricredit  Subsidiary Forms Global Alliance with AAA-Rated  Bank, PR Newswire, Nov. 4, 1996, available in  LEXIS database.


