Greenhouse Holdings, LLC v. International Union of Painters and Allied Trades District Council 91
MEMORANDUM OPINION AND ORDER by Senior Judge Joseph H. McKinley, Jr. on 11/18/2021: For the reasons set forth above, IT IS ORDERED that Greenhouse's Motion to Vacate Arbitrator's Supplemental Award 13 is GRANTED to the extent the arbitration award applies to Greenhouse. Additionally, in accordance with Federal Rule of Civil Procedure 19, the Court ORDERS Union to make Clearview TN a party to this action. cc:counsel (EAS)
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF KENTUCKY
CIVIL ACTION NO. 4:21-CV-00029-JHM
GREENHOUSE HOLDINGS, LLC
INTERNATIONAL UNION OF PAINTERS AND ALLIED
TRADES DISTRICT COUNCIL 91
MEMORANDUM OPINION AND ORDER
This matter is before the Court on Greenhouse Holding, LLC’s (“Greenhouse”) Motion
to Vacate [DN 13] the arbitration award [DN 18-4]. Also before the Court is the International
Union of Painters and Allied Trades District Council 91’s (“the Union”) Motion to Confirm [DN
17] that same award. Fully briefed, this matter is ripe for decision. For the following reasons,
the Motion to Vacate is GRANTED to the extent the arbitration award applies to Greenhouse.
Additionally, the Court orders the Union to make Clearview Glass and Glazing of Tennessee
(“Clearview TN”) a party to this case under Federal Rule of Civil Procedure 19 before it
addresses the Motion to Confirm.
The Court’s previous Memorandum Opinion and Order details this case’s underlying
facts. [DN 25 at 1–4]. In that opinion, the Court considered granting Greenhouse’s Motion to
Vacate to the extent the arbitration award applies against Greenhouse and granting the Union’s
Motion to Confirm as it applies to Clearview TN. [Id. at 13]. Before granting these motions, the
Court ordered oral argument on the motions. Now, after hearing those arguments, the Court’s
mind remains unchanged. The Court addresses each motion in turn.
A. Greenhouse’s Motion to Vacate
Greenhouse seeks to vacate the arbitration award “to the extent it applies to
Greenhouse[.]” [DN 13]. Since Greenhouse’s motion does not seek to invalidate the entire
arbitration award, the Court construes this motion as a motion to vacate in part. Scandinavian
Reinsurance Co. Ltd. v. Saint Paul Fire and Marine Ins. Co., 668 F.3d 60, 71 (2d Cir. 2012) (“A
court reviewing an arbitration award can confirm and/or vacate the award, either in whole or in
part.”). Following oral argument, the Court agrees that vacatur of the award to the extent it
applies to Greenhouse is appropriate.
An arbitration award must “draw[ ] its essence from the collective bargaining
agreement.” United Steelworkers of Am. v. Enter. Wheel & Car Co., 363 U.S. 594, 597 (1960).
Under the Federal Arbitration Act (“FAA”), a court may vacate an award upon a party’s motion
when “the arbitrators exceeded their powers, or so imperfectly executed them that a mutual,
final, and definite award upon the subject matter submitted was not made.” 9 U.S.C. § 10(a)(4).
“The burden of proving that the arbitrators exceeded their authority is great.”
Pharmaceuticals, Inc v. Duramed Pharmaceuticals, Inc., 442 F.3d 471, 476 (6th Cir. 200) (citing
Nationwide Mut. Ins. Co. v. Home Ins. Co., 330 F.3d 843, 845 (6th Cir. 2003)). “An arbitrator
does not exceed his authority every time he makes an interpretive error; he exceeds that authority
only when the collective bargaining agreement does not commit the dispute to arbitration.”
Michigan Fam. Ress., Inc. v. Serv. Emps. Intern. Union Loc. 517, 475 F.3d 746, 756 (6th Cir.
When an arbitrator determines the “rights or obligations of [a] non-part[y] to the
arbitration[,]” he exceeds his authority. Nationwide Mut. Ins. Co., 330 F.3d at 846.
The Court remains unconvinced that Greenhouse ever assented to the CBA. Only Shane
Reed (“Mr. Reed”), a Clearview TN employee, signed the agreement for the “Employer.” [DN
18-4 at 34].
No evidence in the record or presented at the hearing indicates Mr. Reed
represented both Greenhouse and Clearview TN. Nor does Greenhouse’s name ever appear in
either version of the CBA. See [18-3]; [DN 18-4]. In fact, the Union admits that “[the]
‘Employer’ referred to in the CBA is ‘Clearview Glass and Glazing Contractors of Tennessee,
LLC.’” [DN 24 at 2–3]. Thus, it appears only Clearview TN signed the CBA. “[T]he law
respects the separate nature of different corporations, and a[n entity] wanting to rely on a
contract with other businesses is well-advised to ensure that the contract clearly indicates who
the contracting parties are.” Town & Country Salida, Inc. v. Dealer Computer Servs., Inc., 521
F. App’x 470, 476 (6th Cir. 2013). Because only Clearview TN signed the CBA, it could only
bind Clearview TN. The arbitrator’s award vaguely entered the award against “Clearview Glass
and Glazing,” the trade name for both companies. [DN 18-2 at 2]. There is no explanation
whether that designation applies to Greenhouse, Clearview TN, or both. But, if that award does
apply to Greenhouse, it extends beyond the arbitrator’s authority by determining the “rights or
obligations of [a] non-part[y] to the arbitration.” Nationwide, 330 F.3d at 846. Therefore, the
Court will GRANT Greenhouse’s Motion to Vacate “to the extent it applies to Greenhouse[.]”
B. The Union’s Motion to Confirm
Next, the Court turns to the Union’s Motion to Confirm [DN 17]. Under the FAA, upon
a party’s motion to confirm, a “court must grant such an order unless the award is vacated,
modified, or corrected.” 9 U.S.C. § 9. The FAA “presumes that arbitration awards will be
confirmed.” Wachovia Securities, Inc. v. Gangale, 125 F. App’x. 671, 676 (6th Cir. 2005).
“There is nothing malleable about ‘must grant,’ which unequivocally tells courts to grant
confirmation in all cases, except when one of the ‘prescribed’ exceptions applies.” Hall St.
Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576, 587 (2008).
However, the Court is being asked to confirm an arbitration award against a party which
is not before the Court. Clearview TN has never been made a party in this case. In certain
instances, the Court may order a required party to be added to a case. Federal Rule of Civil
Procedure 19(a) states:
(1) Required Party. A person who is subject to service of process and whose
joinder will not deprive the court of subject-matter jurisdiction must be joined
as a party if:
(A) in that person’s absence, the court cannot accord complete relief
among existing parties; or
(B) that person claims an interest relating to the subject of the action and is
so situated that disposing of the action in the person’s absence may:
(i) as a practical matter impair or impede the person’s ability to
protect the interest . . .
(2) Joinder by Court Order. If a person has not been joined as required, the court
must order that the person be made a party. A person who refuses to join as a
plaintiff may be made either a defendant or, in a proper case, an involuntary
“There is no precise formula for determining whether a particular nonparty should be joined
under the compulsory party joinder rule; rather, the determination is heavily influenced by the
facts and circumstances of each case.” 35A C.J.S. Persons required to be joined if feasible §
At oral argument, the Court raised this question with counsel, and while they
acknowledged they had considered it, they offered no argument one way or the other on the
question. It seems obvious to the Court that Clearview TN must be made a party to this case
before the Court can confirm an arbitration award against it. “[C]onfirmation is a summary
proceeding where the Court merely converts an arbitration award into a final judgment.” IBEW
Local No. 573 v. Steen Elec., Inc., 232 F. Supp. 2d 797, 803 (N.D. Oh. 2002). If the Court
confirmed the arbitration award, it would amount to entering a final judgment against a party that
has never been involved in these proceedings. The large sum involved, $1,965,268.03, further
emphasizes the need for Clearview TN to be present in this case. Under Rule 19, confirming the
award against Clearview TN without it being a party would certainly “impair or impede [its]
ability to protect [its] interest . . . .” Fed. R. Civ. P. 19(a)(1)(B). With the Court having vacated
the arbitration award as it applies against Greenhouse, there is also a strong argument that “the
court cannot accord complete relief among existing parties” without the addition of Clearview
TN. Fed. R. Civ. P. 19(a)(1)(A). Therefore, the Court orders the Union to make Clearview TN a
party to this case.
As an aside, the Court recognizes that the Union maintains Greenhouse and Clearview
TN are essentially the same entity, making them both signatories to the CBA. While the Court
ultimately rejects this argument, the Union has preserved this argument on appeal despite being
required to add Clearview TN as a party under Rule 19.
In short, although the FAA requires that a court “must” confirm an arbitration award
absent vacation or modification, the Court cannot resolve this matter until Clearview TN is a
party to the case. Therefore, under Federal Rule of Civil Procedure 19(a)(2), the Court orders
the Union to make Clearview TN a party.
For the reasons set forth above, IT IS HEREBY ORDERED that Greenhouse’s Motion
to Vacate [DN 13] is GRANTED to the extent the arbitration award applies to Greenhouse.
Additionally, in accordance with Federal Rule of Civil Procedure 19, the Court orders the Union
to make Clearview TN a party to this action.
Counsel of Record
November 18, 2021
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?