                  NOT RECOMMENDED FOR FULL-TEXT PUBLICATION
                             File Name: 19a0258n.06

                                            No. 18-1566

                           UNITED STATES COURT OF APPEALS
                                FOR THE SIXTH CIRCUIT

 SINGH MANAGEMENT COMPANY, LLC,                            )
                                                           )
                                                                                     FILED
                                                                              May 20, 2019
         Plaintiff-Appellee,                               )
                                                                          DEBORAH S. HUNT, Clerk
                                                           )
 v.                                                        )
                                                           )
 SINGH DEVELOPMENT COMPANY, INC.;                          )
 SINGH GROUP, LLC; SINGH GROUP II, LLC;                    )       ON APPEAL FROM THE
 SINGH LENDING, LLC, dba Team Singh; SINGH                 )       UNITED STATES DISTRICT
 PROPERTY MANAGEMENT, LLC; DARSHAN                         )       COURT FOR THE EASTERN
 SINGH GREWAL; PARGAT SINGH GREWAL;                        )       DISTRICT OF MICHIGAN
 SINGH BUILDING COMPANY, INC.; SINGH                       )
 MORTGAGE GROUP, LLC; SINGH REAL                           )
 ESTATE, LLC; and JASJIT TAKHAR,                           )
                                                           )
         Defendants-Appellants.                            )


       Before: DONALD, LARSEN, and NALBANDIAN, Circuit Judges.

       LARSEN, Circuit Judge.            Singh Management Company, LLC filed trademark

infringement claims against Darshan Singh Grewal and Pargat Singh Grewal, as well as against

various entities they control. The district court ordered the claims to arbitration, and the arbitrator

issued an award. After ostensibly confirming the arbitration award, the district court then entered

injunctive relief which, Dashan and Pargat claim, was inconsistent with the confirmation order.

Darshan and Pargat filed a post-judgment motion to clarify or amend the judgment, but the district

court summarily denied their motion. Due to the apparent inconsistencies in the district court’s

orders, and our inability to discern an explanation for them, we cannot rule out the possibility that
No. 18-1566, Singh Mgt. Co., LLC v. Singh Dev. Co., Inc. et al.


the district court abused its discretion. We therefore VACATE the denial of the motion and

REMAND for further proceedings.

                                                   I.

          The extended Singh Grewal family operates “a vast network of real estate development

and management companies” which use the ‘Singh’ trade name, including the appellee entity

Singh Management LLC (collectively, Singh Management). The family patriarch, Gurmale Singh

Grewal, has been chief executive of Singh Management since 1973. Two of his nephews, Darshan

Singh Grewal and Pargat Singh Grewal, began working for Singh Management in the mid-1990s.

In 2010 and 2011 respectively, Darshan and Pargat were ousted from Singh Management over

allegations of financial misconduct.1 They subsequently formed their own real estate businesses

using the ‘Singh’ name.

          Darshan and Pargat initiated a shareholder lawsuit in Michigan state court against Singh

Management; the state court referred the case (including Singh Management’s counterclaims) to

arbitration. Before the arbitration began, Singh Management filed a complaint in federal court

alleging that Darshan, Pargat, and entities controlled by the two (collectively, Darshan and Pargat),

as well as a business associate named Jasjit Takhar, had infringed Singh Management’s trademark

rights in the ‘Singh’ name. The district court determined that the trademark claims were subject

to the parties’ arbitration agreements and compelled arbitration. The order noted, however, that

the arbitration agreements did not grant the arbitrator authority to issue injunctive relief. Thus, the

district court “retain[ed] jurisdiction to entertain post-arbitration motions to enter judgment on the

arbitration award and for injunctive relief.”




1
    The arbitrator ultimately found these allegations baseless.

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No. 18-1566, Singh Mgt. Co., LLC v. Singh Dev. Co., Inc. et al.


       One arbitrator heard all the state and federal claims in a consolidated proceeding governed

by the Michigan Uniform Arbitration Act (MUAA), Mich. Comp. Laws § 691.1681 et seq. The

arbitrator issued a comprehensive Arbitration Opinion and Award in January 2017 (“January

Award”) in which, among other things, he found that Darshan and Pargat’s use of the ‘Singh’ name

had infringed on Singh Management’s rights. The January Award stated that “consumers would

likely be confused if [Darshan and Pargat] continued to use the name ‘Singh’ alone in the names

of their business entities which are unrelated to those of [Singh Management].” But the arbitrator

also found that because Singh was Darshan and Pargat’s last name, they “may use the name ‘Singh’

in the name of a business entity provided that the name is used as the surname given to Plaintiffs

in conjunction with their full names.” The arbitrator declined to award Singh Management any

money damages for the infringement.

       After receiving the January Award, both sides asked the arbitrator to clarify various aspects

of the hundred-page decision—a procedure authorized by the MUAA. See Mich. Comp. Laws

§ 691.1700(1)(c). Specifically, Darshan and Pargat asked the arbitrator to clarify “[t]he scope of

injunctive relief regarding trademark claims,” saying that the January Award “discusses certain

hypothetical instances of the use of the name [i.e., the full name example] which may or may not

be permitted. We seek to confirm our understanding of your ruling.” Determining the scope of

injunctive relief was arguably beyond the arbitrator’s jurisdiction because the district court had

reserved jurisdiction to entertain motions for injunctive relief; nevertheless, Singh Management

did not object to the motion. The arbitrator responded to the motion by ordering both sides to

“prepare a proposed order, for review by the Arbitrator, consistent with the Arbitrator’s rulings on

the trademark issues in the [January] Award.” After receiving the proposed orders, the arbitrator

would “review each order and render a decision as to which Order [was] appropriate based on the”



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No. 18-1566, Singh Mgt. Co., LLC v. Singh Dev. Co., Inc. et al.


January Award. Once again, Singh Management failed to object to the arbitrator’s jurisdiction to

“render a decision” about the “appropriate” injunctive relief.

       Instead, both sides submitted proposed orders. Singh Management submitted one that

would enjoin Darshan and Pargat and their affiliates from using the ‘Singh’ name in any business

unless they used it as part of a full name—e.g., ‘Darshan Singh Grewal Building Company.’

Darshan and Pargat, on the other hand, submitted a less restrictive proposal that would have

allowed Darshan and Pargat to use the name in any way except “alone as the only identifying name

to describe its business in a manner that is likely to cause confusion with any common law rights

Singh LLC has in the word Singh.” In a letter accompanying their proposed order, Darshan and

Pargat explained that they viewed the January Award’s reference to using their full names as

illustrative, not exclusive. In other words, they believed the January Award indicated that using

Darshan’s or Pargat’s full name as part of a business name was one example of a permissible use

of the ‘Singh’ name but was not the only example. Darshan and Pargat’s proposed order also

specified that “[a]ll claims against [Takhar] are hereby dismissed, with prejudice.” They explained

that explicitly dismissing Takhar would tie up a “loose end” in the January Award, which “made

no finding against . . . Takhar,” and was “clear that ‘any other relief not expressly granted herein

is denied.’”

       Unsatisfied with the parties’ proposed orders, the arbitrator instructed Singh Management

“to submit a new order to him for consideration that addresses only the rulings made in the

[January] Award.” He explained that “the Order should not include any relief that was not

specifically ordered in the [January] Award.” Once Singh Management had submitted this new

draft order, Darshan and Pargat would have an opportunity to “provide their comments” on it.




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No. 18-1566, Singh Mgt. Co., LLC v. Singh Dev. Co., Inc. et al.


       The second round of proposed orders played out much like the first. Singh Management

again submitted a proposed order that would have prohibited Darshan and Pargat “from using

the . . . Singh name” unless “used in conjunction with their first and last names.” Darshan and

Pargat submitted edits that would prohibit them only from using the ‘Singh’ name “alone without

more to distinguish its business(es) from” Singh Management. And they again proposed language

dismissing all claims against Takhar with prejudice. As before, Singh Management did not object

to the exercise.

       The arbitrator issued an Order Regarding Trademark Rulings in July 2017 (July Order),

“to permit the Parties to present the rulings of the Arbitrator on the Trademark Issues for use by

the Federal Court in entry of a judgment in the trademark proceeding.” The July Order appeared

to adopt Darshan and Pargat’s less-restrictive formulation, directing that Darshan and Pargat be

“permanently enjoined and restrained from using the name ‘Singh’ alone as the only identifying

proper noun used to describe their business.” Furthermore, “[a]ll claims against . . . Takhar [we]re

dismissed with prejudice.” Singh Management made no objection to the arbitrator regarding his

authority to issue the July Order, and so seven months of dispute over the proposed injunction’s

scope ended—temporarily, it turned out.

       The parties returned to federal district court, and both sides filed motions to confirm the

arbitration award.2 But in reality, they asked for confirmation of different awards. Darshan and

Pargat requested confirmation of the January Award “as clarified by” the July Order. Singh

Management, on the other hand, asked that the district court confirm only the January Award.

Singh Management took the position that “[a]lthough styled as an ‘Order,’” the July Order “is


2
  All parties relied on both the MUAA and the Federal Arbitration Act (FAA), 9 U.S.C. § 1 et seq.,
in their confirmation motions, and agree that the choice of law does not affect the outcome here.
For convenience, we will principally rely on the FAA.

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No. 18-1566, Singh Mgt. Co., LLC v. Singh Dev. Co., Inc. et al.


advisory in nature and leaves to the Parties and this Court what relief should be awarded in light

of the [January] Award.” Singh Management argued that “the injunctive relief described in the

[July Order] is incompatible with the [January] Award and insufficient” to protect Singh

Management’s trademark rights. Singh Management simultaneously filed a Motion for Permanent

Injunctive Relief requesting that Darshan and Pargat (and Takhar, despite the arbitrator’s

dismissal) be permanently enjoined from using the ‘Singh’ name except as part of Darshan’s or

Pargat’s full names.

       The district court’s brief Confirmation Order did not grapple with the parties’ dispute over

what constituted the binding “award.” See 9 U.S.C. § 9. The parties’ briefing evinced clear

differences of opinion over the appropriate scope of injunctive relief and whether the arbitrator

had already ruled on that issue. Yet while acknowledging the dispute, the Confirmation Order did

not clearly resolve it—observing only (correctly, as a technical matter) that both parties “seek

confirmation of the arbitrator’s award, not that the award be vacated or modified.”           “[I]n

accordance with all parties’ request for confirmation,” the district court “confirm[ed] the

arbitrator’s [January Award], precisely as written, including as clarified by the arbitrator’s [July

Order], as reflected in the judgment entered simultaneously with this order.” The accompanying

Judgment, however, departed from the language in the July Order and awarded more restrictive

injunctive relief as follows:

       IT IS . . . ORDERED AND ADJUDGED that defendants are enjoined from using
       the word “Singh” in any of their business names as the only identifying name to
       describe the type of service being offered; defendants may use the word “Singh” in
       the name of a business entity provided that the name is used as the surname given
       to defendants in conjunction with their full names.

The Judgment also departed from the July Order in that it did not explicitly dismiss the claims

against Takhar.



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No. 18-1566, Singh Mgt. Co., LLC v. Singh Dev. Co., Inc. et al.


       Darshan and Pargat filed a motion to clarify or amend the Judgment under Rules 59(e) and

60 of the Federal Rules of Civil Procedure. They argued that, in light of the district court’s

statement that it was “confirm[ing] the arbitrator’s [January Award], precisely as written, including

as clarified by the arbitrator’s [July Order],” the Judgment had erred by “revert[ing] back to the

arbitrator’s [January Award] with respect to injunctive relief, and not as it was later clarified.” The

district court offered no explanation for the discrepancy between its Confirmation Order and its

Judgment. Instead, it summarily denied the post-judgment motion, stating only that the Judgment

needed no clarification and that Darshan and Pargat “have not shown any proper grounds for

seeking an amendment of the [J]udgment.” Darshan and Pargat timely appealed that denial.

                                                  II.

       The Federal Rules grant district courts broad discretion to “alter or amend a judgment” or

to grant “relief from a judgment or order.” Fed. R. Civ. P. 59(e), 60(a) & (b). We review the

disposition of motions brought under Rules 59(e) and 60 for abuse of that discretion. Am. Civil

Liberties Union of Ky. v. McCreary County, 607 F.3d 439, 450 (6th Cir. 2010); Braun v. Ultimate

Jetcharters, LLC, 828 F.3d 501, 515 (6th Cir. 2016). The district court abuses its discretion when

it “fails to consider the applicable legal standard or the facts upon which the exercise of its

discretionary judgment is based.” Braun, 828 F.3d at 515 (quoting In re Walter, 282 F.3d 434,

440 (6th Cir. 2002)). Likewise, the court abuses its discretion when it “relies on clearly erroneous

findings of fact, applies the wrong legal standard, misapplies the correct legal standard when

reaching a conclusion, or makes a clear error of judgment.” Pittington v. Great Smoky Mtn.

Lumberjack Feud, LLC, 880 F.3d 791, 799 (6th Cir. 2018).

       On appeal, we identify important issues with the Judgment that could have warranted relief.

Accordingly, Darshan and Pargat’s post-judgment motion deserved careful review on the merits.



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No. 18-1566, Singh Mgt. Co., LLC v. Singh Dev. Co., Inc. et al.


But the court below summarily denied the motion and we find ourselves unable to review its

resolution of the merits without further explanation from the district court.

                                                 A.

       Darshan and Pargat asked the court below “for an order clarifying and amending the

injunctive relief” set forth in its Judgment. The district court’s Confirmation Order stated that it

would “confirm the arbitrator’s [January Award], precisely as written, including as clarified by the

arbitrator’s [July Order].” But the final Judgment differed from the arbitrator’s July Order in two

respects—it entered injunctive relief more restrictive than that contained in the July Order and it

failed to dismiss Takhar from the proceedings. To the extent that these discrepancies between the

court’s Confirmation Order and its Judgment were merely inadvertent, Rule 60 provided a proper

channel for relief. “[A] court properly acts under Rule 60(a) when it is necessary to ‘correct

mistakes or oversights that cause the judgment to fail to reflect what was intended at the time of

trial.’” Walter, 282 F.3d at 441. And Rule 60(b) allows amendment of a judgment on the ground

of “mistake” or “inadvertence.” Fed. R. Civ. P. 60(b)(1). The district court denied Darshan and

Pargat’s Rule 60 motion, however, without explanation. We think one was warranted.

       Singh Management offers no persuasive argument that the Judgment’s language is

consistent with the July Order. It suggests that the Confirmation Order and Judgment are

“precisely in accord” because the July Order was just a “general statement of the scope of

injunctive relief,” whereas the January Award is the “more specific articulation.” But this position

directly contradicts the stance Singh Management took before the district court, where it argued

that “the injunctive relief described in [the July Order] is incompatible with the [January Award]

and insufficient” to protect its rights. We generally consider an argument forfeited when a party

has argued “the exact opposite . . . in its briefs below.” Guyan Int’l, Inc. v Prof. Benefits Adm’rs,



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No. 18-1566, Singh Mgt. Co., LLC v. Singh Dev. Co., Inc. et al.


Inc., 689 F.3d 793, 799 (6th Cir. 2012). Even were we to consider this argument on the merits, it

would fail. Singh Management’s belated attempt to reconcile the January Award and July Order

asks us to ignore the extensive motions practice before the arbitrator, in which the parties submitted

multiple proposed orders and argued in detail over this precise issue: whether the prospective

injunction should prohibit Darshan and Pargat from using the ‘Singh’ name except in conjunction

with their given names, or whether less-restrictive relief would be adequate to protect Singh

Management’s interests. Considering this background, it seems highly unlikely that the July Order

was intended to be merely a generalized summary of the January Award. And the district court’s

Confirmation Order must likewise be read in this context.

        Darshan and Pargat also argue that the Judgment’s failure to dismiss Takhar was

inconsistent with the July Order. As with the first inconsistency, Singh Management has failed to

persuade us that the Confirmation Order and Judgment can be reconciled on this point. In fact,

given Singh Management’s constantly shifting arguments on this issue, it seems Singh

Management has failed even to persuade itself that the two are consistent. Opposing Darshan and

Pargat’s post-judgment motion below, Singh Management argued that Takhar “was dismissed in

the [a]rbitration, so there is no need for clarification.” It reversed course in its briefing before this

court, taking the position that, notwithstanding the July Order, the district court had deliberately

and “properly determined that the permanent injunction should extend to [Takhar] as well.” Then,

at oral argument, Singh Management returned to its first theory, asserting that Takhar was not

actually bound by the district court’s injunction. Under this latest version, Takhar had been

‘constructively dismissed’ from the federal court action by virtue of the arbitrator’s dismissal in

the July Order.




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No. 18-1566, Singh Mgt. Co., LLC v. Singh Dev. Co., Inc. et al.


       There is an argument that one or both versions of Singh Management’s argument have

been forfeited. See Guyan Int’l, 689 F.3d at 799. But addressing them on the merits, neither

persuades. The ‘constructive dismissal’ theory is clearly inconsistent with Singh Management’s

principal position that the July Order was “merely advisory”—why would the July Order be

advisory regarding the scope of injunctive relief but binding as to who would be enjoined? And,

more importantly, recognizing a ‘constructive dismissal’ in this manner would be incompatible

with the bedrock principle that arbitration awards are not self-enforcing. See Mulhall v. UNITE

HERE Local 355, 618 F.3d 1279, 1293 (11th Cir. 2010) (“[A]rbitration awards are not self-

enforcing, [but] . . . must be given force and effect by being converted to judicial orders . . . .”

(alterations in original) (quoting D.H. Blair & Co., Inc. v. Gottdiener, 462 F.3d 95, 104 (2d Cir.

2006)). In other words, since there is no judicial order reflecting Takhar’s dismissal, there has

been no dismissal.

       As to Singh Management’s opposite theory, we cannot know whether the district court

made a conscious choice to enjoin Takhar because there is no record of it in the district court’s

decisions. “Courts must closely tailor injunctions to the harm that they address.” CFE Racing

Prods., Inc. v. BMF Wheels, Inc., 793 F.3d 571, 595 (6th Cir. 2015) (quotation marks omitted);

see also Amoco Prod. Co. v. Village of Gambell, 480 U.S. 531, 542 (1987) (stating that before

granting injunctive relief “a court must . . . consider the effect on each party of the granting or

withholding of the requested relief” (emphasis added)). Here, however, the arbitrator made no

findings against Takhar, either concerning personal acts of infringement or his relationship to

Darshan and Pargat, and neither did the district court, so far as we can tell. In such circumstances,

subjecting Takhar to the injunction could constitute a “manifest injustice.” Mich. Flyer LLC v.

Wayne Cty. Airport Auth., 860 F.3d 425, 431 (6th Cir. 2017). If the district court intended that



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No. 18-1566, Singh Mgt. Co., LLC v. Singh Dev. Co., Inc. et al.


Takhar be subject to the trademark injunction, it should explain, on remand, the basis for its

determination.

       In sum, we can perceive no way to reconcile the district court’s Judgment with its

Confirmation Order, and instead are left wondering which of the two documents reflected the

district court’s intent: was it the Confirmation Order stating that it “shall and hereby does confirm

the [January Award] precisely as written, including as clarified by the arbitrator’s [July Order]” or

the Judgment enjoining Darshan, Pargat, and Takhar from using the Singh name, except “in

conjunction with their full names”? On remand, the district court should clarify its ruling.

                                                 B.

       Even if the district court intended to grant injunctive relief on different terms than it

expressed in its Confirmation Order, that would not eliminate all difficulty. As we explain above,

to the extent that the district court intended to subject Takhar to the injunction, the absence of

factual findings for bringing him within the injunction’s scope could result in “manifest injustice.”

See Mich. Flyer, 860 F.3d at 431. And as we explain below, to the extent that the district court

intended to order injunctive relief more restrictive than that expressed in the July Order, it may

have committed a “clear error of law.” Id. Either would be grounds to alter or amend the Judgment

under Rule 59(e). See id.

       Singh Management takes the position that the Judgment reflected the district court’s intent.

It argues that the July Order was “merely advisory” anyway because the arbitrator lacked authority

to define the injunction’s scope. Since the district court retained authority over the scope of

injunctive relief, Singh Management asks us to affirm the Judgment because the district court “did

not err in granting an injunction limiting the Trademark Defendants to using the SINGH Mark in

conjunction with their full names.” If the Judgment does indeed reflect the district court’s intent,



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this would be a plausible defense of it, particularly since the district court specifically “retain[ed]

jurisdiction to entertain post-arbitration motions . . . for injunctive relief” when it ordered

arbitration in the first place.

        On the other hand, Darshan and Pargat have a not-insubstantial argument that Singh

Management waived any objections to the arbitrator’s jurisdiction by participating, without

objection, in seven months of back-and-forth before the arbitrator over the scope of injunctive

relief. See, e.g., Nationwide Mut. Ins. Co. v. Home Ins. Co., 330 F.3d 843, 846 (6th Cir. 2003) (“A

party may waive its objection to the jurisdiction of the arbitrators by acquiescing in the arbitration

with knowledge of the possible defect.”); Wells Fargo Bank, N.A. v. WMR e-PIN, LLC, 653 F.3d

702, 711 (8th Cir. 2011) (stating that a party who “willingly and without reservation allow[ed] an

issue to be submitted to arbitration” cannot “later argue that the arbitrator lacked authority to

decide the matter”).

        If Darshan and Pargat are right, then the July Order was a valid modification of the January

Award under Michigan law, see Mich. Comp. Laws § 691.1700(1) & (5), which was the agreed-

upon framework for the arbitration proceedings, see Volt Info. Scis., Inc. v. Bd. of Trs. of the Leland

Stanford Junior Univ., 489 U.S. 468, 478–79 (1989) (holding that the FAA allows parties to

contract to conduct arbitration proceedings under state procedural rules). It would follow that the

district court’s failure to enter an injunction precisely matching the July Order’s language would

be an unauthorized vacatur of a confirmable arbitration award. See 9 U.S.C. § 9 (stating that a

district court “must grant . . . an order [confirming an arbitration award] unless the award is

vacated, modified, or corrected as prescribed in sections 10 and 11 of [the FAA]”); Hall St. Assocs.,

LLC v. Mattel, Inc., 552 U.S. 576, 582 (2008). And if such an implicit vacatur occurred, it would

be a “clear error of law.” Mich. Flyer, 860 F.3d at 431.



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                                                   ***

        We find ourselves faced with a dilemma in this appeal. The district court’s Confirmation

Order is facially inconsistent with its Judgment, yet the district court summarily dismissed Darshan

and Pargat’s motion to clarify or amend. And if Singh Management is correct that the Judgment

reflects the district court’s real intent, there is a significant possibility that the district court abused

its discretion. Nevertheless, we cannot draw a conclusion either way without the benefit of the

district court’s analysis, and so we send the matter back to the court below. This time around, for

the litigants’ benefit and to assist any further appellate review, the district court should justify its

decision with reasoned explanation.

        For the foregoing reasons, we VACATE the denial of the motion and REMAND for further

proceedings consistent with this opinion.




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       NALBANDIAN, Circuit Judge, concurring. The district court’s decision below did not

adequately address the inconsistencies between its order and judgment enforcing the arbitration

award. On that point (and the decision to send this case back down) I fully agree with the majority

opinion. I write separately because I question whether Singh Management waived its right to have

the district court decide on the appropriate injunctive relief. Without a waiver, the district court

must exercise its own judgment to fashion an injunction that adequately enforces the merits of the

arbitrator’s ruling. And though I realize that the majority does not resolve this issue definitively,

I’m skeptical enough of the claim that it justifies some elaboration.

       We should not infer a waiver of contractual rights lightly. A party can “waive its objection

to the jurisdiction of the arbitrators by acquiescing in the arbitration with knowledge of the possible

defect.” Nationwide Mut. Ins. Co. v. Home Ins. Co., 330 F.3d 843, 846 (6th Cir. 2003). But the

burden rests on the party claiming the waiver. Id. Otherwise, we must enforce an arbitration

agreement according to its terms. See AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 339

(2011). And everyone agrees on the terms here: the arbitration agreement reserved equitable claims

like injunctive relief for the district court. See R. 43-5, PageID 1861; R. 60, PageID 2992, 2994.

So to avoid those terms, a court must find that Singh Management waived its rights under the

agreement by acquiescing to the arbitrator’s jurisdiction on this issue.

       I am skeptical that Singh Management’s conduct here amounts to that kind of

acquiescence. After the arbitrator issued the January Award, Singh Management continued to

assert that the district court retained jurisdiction over equitable relief. See R. 70-14, PageID 3602,

3603. That would have been the ideal time for Singh Management to waive its rights. The

arbitrator’s January Award described precisely the kind of injunctive relief that Singh Management

would have preferred. Yet when Darshan and Pargat Grewal asked the arbitrator to clarify its



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ruling, Singh Management submitted a proposed order reaffirming its position that the district

court retained its jurisdiction over the equitable claims. Id.

        After that, the arbitrator rejected both proposed orders and asked for new ones. Singh

Management’s second order admittedly looks much more ambiguous. See R. 70-17 (sealed).

Rather than having the district court enter the order on injunctive relief, the second proposal would

have had the arbitrator set the scope of the injunction and left the district court authority only to

“enforce[e] the Award, this Order, and rul[e] on any further issues relating to the Federal Case or

relief sought by the parties and not addressed herein.” Id. at PageID 3626. But Singh Management

submitted this order only after making clear on the record that it believed the district court retained

its jurisdiction over this issue and after the arbitrator rejected its proposal.

        To find a waiver here would require that Singh Management repeatedly make the same

objections or reservations simply out of persistence from the other side. The arbitration agreement

was clear. The initial award from the arbitrator was clear. And Singh Management’s reservation-

of-rights in its first proposed order was clear. That seems to be enough to enforce the agreement

as written.

        That said, even if Singh Management did not waive, it does not follow that the district court

has free rein to decide on the appropriate scope of injunctive relief. In a case like this where the

legal issue was resolved by a separate adjudication, the court must follow that decision when

fashioning equitable relief. See In re Lewis, 845 F.2d 624, 629 (6th Cir. 1988) (explaining that a

judge’s decision on equitable relief must conform to the jury’s determination of the legal claim).

While the arbitration award does not strip the court of its “traditional equitable power to craft

permanent injunctions tailored to the needs of each case,” Innovation Ventures, LLC v. N2G

Distrib., Inc., 763 F.3d 524, 545 (6th Cir. 2014), it does dictate what the scope of relief might look



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like. District courts cannot alter an arbitrator’s decision under the guise of crafting equitable relief.

And the risk of that seems particularly high in a case like this, when the parties have substantial

disagreement over the scope of the arbitrator’s decision.

        These are issues best left for the district court on remand. The district court can evaluate

whether Singh Management waived its right to have the court decide on equitable relief. And (no

matter how it answers that question) it can decide on an appropriate injunction. Resolving both

issues with a more complete explanation will leave the reviewing court in a better position to

adjudicate any remaining disputes. So I fully join the majority decision to send this matter back

down to the lower court.




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