Econergy v. Deol CA6 ( 2022 )

Filed 2/10/22 Econergy v. Deol CA6
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for
publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication
or ordered published for purposes of rule 8.1115.
IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SIXTH APPELLATE DISTRICT
ECONERGY, INC., et al., H046723
(Santa Clara County
Plaintiffs and Respondents, Super. Ct. No. 17CV314877)
v.
JASPAL SINGH DEOL,
Defendant and Appellant.
I. INTRODUCTION
Defendant Jaspal Singh Deol appeals from a judgment confirming a final
arbitration award. The arbitration involved a business dispute between Deol and
plaintiffs Econergy, Inc. (Econergy), Prabhakar Goel (Goel), and Goel Family Ventures I
LP (Goel Ventures).
On appeal, Deol contends that the arbitrator exceeded his powers by failing to
follow the law and by ordering overbroad injunctive relief, and therefore the arbitration
award must be vacated or corrected as to certain relief. Second, Deol argues that the trial
court judgment does not conform to the final arbitration award with respect to certain
relief, and therefore the judgment must be corrected. Third, he contends that the
injunctive relief in the judgment is void, based on a bankruptcy stay that was in place
after he filed for bankruptcy.
For reasons that we will explain, we will modify the trial court’s order confirming
the final arbitration award and the trial court’s judgment, so that the order and the
judgment conform to the final arbitration award. As so modified, we will affirm the
judgment.
II. FACTUAL AND PROCEDURAL BACKGROUND
In 2011, Deol was the president, CEO, and sole shareholder of Econergy, a
California corporation. Econergy sought to develop a solar power plant in India. Deol
acquired approximately 10.2 acres of land near Ludhiana, India (the Ludhiana land),
which he leased to Econergy for the power plant project.
Goel was the managing partner of Goel Ventures, a California partnership. Goel
Ventures was interested in investing in Econergy and developing the power plant project.
A. The Development Agreement
In June 2011, the four parties—Deol, Econergy, Goel, and Goel Ventures—
entered into a “Project Co-development and Investment Agreement” (the development
agreement). Under the development agreement, Deol would reduce his equity ownership
in Econergy to 51 percent, and Goel Ventures would take a 49 percent equity ownership
in Econergy by contributing $212,745, which was in addition to money it had previously
contributed. Deol and Goel were to be directors on Econergy’s two-member board of
directors. Goel Ventures was given an option to purchase one-half of the project land for
$300,000. The development agreement provided that “[a]ny disputes under this
Agreement” were subject to binding arbitration with JAMS.
B. The Loan Agreement
In November 2011, Goel entered into a loan agreement with Econergy in which
Goel agreed to loan Econergy up to $1.6 million, with an interest rate of 15 percent, to be
used for specified purposes, including installation of the plant and machinery for the
project. The loan was to be made “incrementally to service cash needs as they arise.”
Monthly repayments were to commence on July 1, 2012, and any unpaid portion had to
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be paid “as a balloon payment after 48 months.” The loan agreement provided that if a
delay in payment extended beyond 90 days, Goel “will be entitled to invoke any and all
guarantees and possess any and all collateral provided as Security . . . .”
Under the loan agreement, Deol personally guaranteed 51 percent of the loan
amount and interest. The agreement provided that Deol “shall pledge all his shares in
[Econergy] in favor of [Goel] and [Goel] shall have the right to forfeit the shares of
[Deol]” in the event of a default in the payment of the loan. The agreement further
provided that Deol “agrees to mortgage the [Ludhiana land] in favor of [Goel] . . . against
the Loan,” and that in the event of a default, Deol “shall transfer the Land to [Goel] . . . .”
The loan agreement contained an arbitration provision that applied to “[d]isputes
arising between the Parties out of or in connection with” the loan agreement. The loan
agreement provided that California law would be applied to the dispute, and that the
agreement would be governed by, and construed in accordance with, California law.
C. The Dispute
The power plant was completed in early 2012. By mid-2012, tensions began to
develop between Goel and Deol over a number of issues. In mid-2013, Deol took actions
aimed at taking control of Econergy, excluding Goel Ventures, and causing Econergy to
disavow its obligations on the loan from Goel.
D. The Arbitration
In late 2013, Goel, and later Goel Ventures, sought arbitration against Deol and
Econergy through JAMS for breach of the development agreement, breach of the loan
agreement, and breach of fiduciary duty. Deol and Econergy filed counterclaims, which
included breach of the development and loan agreements, breach of the implied covenant
of good faith and fair dealing, conversion, breach of fiduciary duty, and usury.
1. June 21, 2017 partial award regarding Deol’s breach of the loan agreement
Following an arbitration hearing in San Jose over the course of several days, the
arbitrator issued a corrected “partial final award” on June 21, 2017. (Capitalization
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omitted.) The arbitrator determined, among other things, that Goel had advanced nearly
$1 million to Econergy under the loan agreement, and that Econergy had defaulted on the
loan. After applying credits to Econergy against the amount, Goel was awarded
$690,801.16 for breach of the loan agreement by Econergy. Based on Deol’s personal
guarantee in the loan agreement, Deol was obligated to pay 51 percent of Econergy’s
obligation, which amounted to $352,308.59. The arbitrator gave Deol 30 days to pay this
amount. If Deol failed to do so, the arbitrator ordered Deol to “immediately transfer to
Goel the pledged security, i.e., [Deol’s] shares in Econergy and the land on which the
plant is located.” The arbitrator ruled that if the items were transferred to Goel, then Deol
would be entitled to a credit to the extent the fair market value of the land and the shares
exceeded Deol’s obligation under his personal guarantee. The arbitrator also appointed
an accountant to perform an accounting regarding various issues, including whether Deol
had improperly taken funds from Econergy and whether Goel Ventures had fully
accounted for items that it had ordered for the solar plant. A further hearing was set to
determine whether Deol had performed his personal guarantee and for a status report
from the accountant.
2. August 4, 2017 order requiring Deol’s transfer of Econergy shares and
Ludhiana land pursuant to loan guarantee
At an August 4, 2017 hearing with the arbitrator, Deol indicated that he would not
be making the payment of $352,308.59 pursuant to his personal guarantee of Econergy’s
loan. The arbitrator ordered Deol to transfer all his shares in Econergy and his interest in
the Ludhiana land to Goel. The arbitrator also ordered Deol to “preserve and protect the
assets of Econergy” and to not make any expenditure from Econergy’s funds “other than
those essential for the ordinary conduct of business by Econergy.”
3. August 16, 2017 injunctive order regarding Deol’s violations of prior orders
Goel and Goel Ventures requested injunctive relief from the arbitrator based on
Deol’s alleged violation of the arbitrator’s orders. In an August 16, 2017 order after
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hearing, the arbitrator determined that Deol (1) had failed to turn over his Econergy
shares and (2) had pursued at least one legal action on behalf of Econergy in a court in
India. In the legal action in India, Deol sought to relitigate matters that were previously
resolved in arbitration. The arbitrator found that the litigation in India was “clearly . . .
not part of the ordinary course of business of Econergy . . . .” The arbitrator ruled that
the litigation in India, or any similar litigation, “would be in direct violation of” the
arbitrator’s prior award and order. The arbitrator ordered Deol to, among other things,
(1) immediately cease pursuing any legal action purportedly on behalf of Econergy, and
(2) immediately resign as director of Econergy pursuant to the arbitrator’s prior award
and order regarding Deol’s forfeiture of Econergy shares. The arbitrator also appointed
Goel as the sole director of Econergy. The arbitrator reserved for later resolution the
issue of whether any claims by Deol in his individual capacity should be enjoined.
4. Deol’s request for modification of the arbitrator’s August 4 and 16, 2017
orders
In September 2017, Deol requested that the arbitrator modify the August 4, 2017
order, which required him to transfer land and Econergy shares, and the August 16, 2017
injunctive orders, which found him in violation of prior orders. Regarding the
August 4 order to transfer land and Econergy shares, Deol contended that, based on Code
of Civil Procedure section 7261 and California Uniform Commercial Code sections 9401
and 9604 and former section 9501, California law permitted sequential foreclosure on
collateral, not simultaneous foreclosure as in this case. Deol argued that either the land
or the shares alone were likely valued at more than the amount he owed. Regarding the
August 16 injunctive orders, Deol contended that his legal action in India had been
initiated prior to the arbitrator’s orders, and therefore the August 16 order finding him in
1
All further statutory references are to the Code of Civil Procedure unless
otherwise indicated.
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violation of prior orders was erroneous as it was based on the arbitrator’s mistaken belief
that Deol had violated a previous order. Goel and Goel Ventures opposed Deol’s motion
for modification. After a hearing, the arbitrator denied Deol’s motion.
5. February 20, 2018 rulings
a. February 20, 2018 further injunctive orders
In late 2017, Goel and Goel Ventures filed a motion in arbitration requesting
additional injunctive relief based on Deol’s failure to transfer his shares and land and his
continued litigation in India. The arbitrator received briefing by the parties and held a
hearing on the matter.
In a February 20, 2018 order, the arbitrator found that Deol had not transferred his
Econergy shares and the Ludhiana land, that he continued to pursue legal actions on
behalf of Econergy, and that he “continue[d] to pursue allegedly ‘individual’ legal claims
that are, in reality, (a) claims made on behalf of Econergy, Inc., or (b) claims that Deol
was required by the Co-Development Agreement and the Loan Agreement to pursue in
this arbitration, and which claims already have been the subject of hearings and rulings in
this arbitration.” Based on Deol’s conduct, the arbitrator ordered Deol to, among other
things, promptly take all actions needed to ensure the transfer of the Ludhiana land to
Goel and to allow Goel to have complete control over the solar power plant. The
arbitrator also ordered Deol, anyone “acting . . . on his behalf,” and anyone “acting in
concert or participating with [him]” to immediately cease from pursuing any legal action
“whether on behalf of Econergy Inc. or on Deol’s own individual behalf, involving the
affairs of Econergy, Inc., including the planning, development, and operation of
Econergy’s Ludhiana solar power plant.”
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b. February 20, 2018 further partial award determining value of Deol’s
interest in Econergy and value of Ludhiana land
Further hearings were held to determine the value of Deol’s 51 percent
shareholder interest in Econergy and the value of his Ludhiana land. The parties
submitted reports, documents, and briefs regarding the value of the two items.
In a February 20, 2018 “further partial final award,” the arbitrator found the value
of Deol’s shareholder interest was $634,600 and the value of his Ludhiana land was
$342,000. (Capitalization omitted.) The arbitrator ruled that after Deol transferred these
items to Goel, the amount of $352,308.59 would be deducted from the balance that
Econergy owed Goel under the loan agreement and Deol would be deemed to have
satisfied his personal guarantee under the loan agreement. In addition, Deol would be
entitled to a credit of $624,291.41, which was the amount by which the combined value
of the two transferred items exceeded the amount of his personal guarantee. This credit
would be applied to any financial obligations that may be imposed on Deol individually
in the arbitration. Any remaining credit thereafter would be paid by Goel to Deol.
6. April 2018 further partial award regarding remaining issues other than fees
and costs
The arbitrator held a further hearing on all remaining issues, other than regarding
attorney’s fees, costs, and interest. In an April 30, 2018 “further partial final award”
(capitalization omitted), which incorporated all prior partial awards and orders, the
arbitrator ordered the parties to pay various amounts, including $624,291.41 from Goel to
Deol for the excess value of the land and corporate shares that Goel received under
Deol’s personal guarantee. The arbitrator also determined that Deol “ha[d] not fully
complied” with the prior orders requiring him to turn over his Econergy shares and the
Ludhiana land and to refrain from collaterally attacking the rulings by way of legal action
in India. The arbitrator stated that “[e]nforcement through the courts appears needed.”
Regarding judicial enforcement, the arbitrator stated: “As the remaining matters in this
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arbitration involve only attorneys’ fees, costs, and interest . . . , and as Deol’s non-
compliance with the orders and awards herein appears on-going, it is the intention of the
[arbitrator] that all orders and awards issued to date in this matter, as now incorporated
into this Further Partial Final Award, be subject to proceedings under Code of Civil
Procedure § 1285 at this time. [Citation.]”
7. November 2018 final award
The parties provided briefing regarding attorney’s fees, costs, and interest, and
those matters were submitted for decision to the arbitrator in mid-June 2018. Shortly
thereafter, Deol filed for bankruptcy, and the arbitration was automatically stayed as a
result. Subsequently, the bankruptcy court partially lifted the stay on the arbitration.2
In a November 16, 2018 order, the arbitrator ruled on attorney’s fees, costs, and
interest.
That same day, on November 16, 2018, the arbitrator issued a “final award,”
which incorporated the prior awards and orders issued in the arbitration, as well as the
most recent order regarding attorney’s fees, costs, and interest. (Capitalization omitted.)
The monetary award included the following provisions: (1) $690,716 plus interest to
Goel for breach of the loan agreement by Econergy; (2) upon Deol’s transfer of his
Econergy shares and Ludhiana land to Goel pursuant to the loan guarantee, Econergy’s
loan balance to Goel would be reduced by $352,308.59; and (3) Deol was awarded
$624,291.41 against Goel for the excess value of the two transferred items. The
arbitrator also awarded money to Goel Ventures for dividends that Deol wrongfully
withheld, money to Deol for rent Econergy owed for use of the Ludhiana land, money to
2
Deol has filed an unopposed request for judicial notice of (1) his bankruptcy
petition that was filed in the bankruptcy court in June 2018, and (2) the bankruptcy
court’s September 6, 2019 order, which indicates that Deol’s appeal pending in our court
“is not affected by the bankruptcy automatic stay retroactive to the date of the notice of
appeal.” We grant Deol’s request for judicial notice of these two documents. (Evid.
Code, §§ 452, subd. (d), 459, subd. (a).)
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Econergy for a balance due from Deol on Econergy’s second capital call, and money to
Econergy for interest Deol had received on Econergy’s deposits. The final award
included a permanent injunction, which among other things required the following:
(1) Deol to transfer all his Econergy shares to Goel, (2) Deol to transfer the Ludhiana
land to Goel, and (3) Deol to cease from pursuing any legal action “whether on behalf of
Econergy Inc. or on behalf of Deol’s individual interests, involving the affairs of
Econergy, Inc., including the planning, development, and operation of Econergy’s
Ludhiana solar power plant.”
E. The Trial Court Proceedings
1. Goel’s civil complaint for injunctive relief
In the meantime, while the arbitration proceedings were ongoing, a civil complaint
for injunctive relief was filed in the trial court in August 2017, by Goel, Goel Ventures,
and Econergy. These parties sought to require Deol’s resignation as director of Econergy
and to enjoin Deol from pursuing any legal action in India purportedly on behalf of
Econergy. On September 11, 2017, the trial court ordered that, during the pendency of
the civil action, Deol was “enjoined and restrained from” (1) interfering with any actions
taken by Goel on behalf of Econergy in his capacity as the sole director of Econergy and
(2) pursuing any legal action purportedly on behalf of Econergy.
2. Deol’s motions to vacate the February 2018 partial arbitration award
and injunctive orders
In March and/or April 2018, while the arbitration proceeding was still ongoing,
Deol filed in the trial court (1) a motion to vacate the February 20, 2018 partial
arbitration award, which had determined the value of the Ludhiana land, and (2) a motion
to vacate the February 20, 2018 further injunctive orders. In the first motion, Deol
contended that the partial award concerning the value of the Ludhiana land should be
vacated or corrected because it violated California foreclosure laws and was contrary to
public policy. In the second motion, he contended that the order granting injunctive relief
9
should be vacated or corrected because the injunctive relief was contrary to law and
exceeded the scope of the arbitration. Deol’s motions were based on the following
contentions:
First, Deol contended that the arbitrator erred by ordering the transfer of both the
Econergy shares and the Ludhiana land, when the Econergy shares alone would have
satisfied Deol’s obligation for the loan. Based on Code of Civil Procedure section 726
and California Uniform Commercial Code section 9401, Deol argued that California law
prohibited a lender from simultaneously foreclosing on all assets pledged as security.
Deol contended that California Uniform Commercial Code sections 9501(4) and 9604
required the valuation of the shares and the real property first, and then an order for a
transfer that correlates to the outstanding loan amount. Deol argued that the trial court
had the authority to correct the arbitrator’s ruling by limiting the transfer order to only his
Econergy shares, which the arbitrator had already determined was worth more than the
outstanding debt.
Second, Deol contended that the arbitrator’s ruling requiring the immediate
transfer of his real property for $342,000 must be vacated because it was contrary to law
and in excess of the arbitrator’s authority. In this regard, Deol argued that the loan
agreement referred to his interest in the Ludhiana land as a “ ‘mortgage,’ ” and therefore
California foreclosure laws applied, including sections 725a and 726. In particular, a
public auction must be held to determine the fair market value of the property.
According to Deol, his counsel repeatedly requested that the arbitrator follow California
foreclosure laws because Goel was attempting to foreclose on the Ludhiana land as a
security. Deol also argued that California courts had no jurisdiction to direct the sale of
property located outside of California, and therefore the arbitrator had no authority to
order transfer of the land in India. Deol further contended the transfer of the property
was “impermissible under Indian law” because the arbitrator’s valuation was “far below
the government rate in India,” which had valued the land at $2 million.
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Third, Deol contended that the injunctive relief was overbroad and exceeded the
scope of the arbitrator’s powers. He argued that the parties’ arbitration agreement was
limited to disputes under the loan agreement, but that the ordered injunctive relief
required arbitration of all of Deol’s “individual claims ‘involving the affairs of
Econergy.’ ” Deol contended that “he ha[d] a right to assert viable individual claims on
his behalf.”
Goel, Goel Ventures, and Econergy opposed the motions to vacate. They
contended that the California law governing mortgages and deeds of trust, as well as the
California Uniform Commercial Code provisions cited by Goel, did not apply to the
Ludhiana land located in India. Further, although Goel contended that California courts
lack jurisdiction to direct the sale of property located outside of California, the parties in
this case had a written agreement requiring arbitration of all disputes between them, and
the arbitrator had the power to make an award involving real property located outside of
California. In addition, no law in India mandated the minimum price at which real
property may be sold, and therefore there was no restriction on Deol’s ability to transfer
the Ludhiana land. Regarding the injunctive orders, Goel contended that the arbitration
provisions in the development agreement and the loan agreement encompassed any
disputes between Deol and Goel relating to Econergy and the solar power plant, and
therefore any such disputes could not be litigated in India. Further, some of the disputes
alleged in Deol’s legal action in India pertained to claims already determined in the
arbitration, or were claims belonging to Econergy that Deol had no standing to litigate.
In reply, Deol contended that the parties expressly agreed that California law
governed the adjudication of any dispute submitted to arbitration, and therefore
California law applied to the property located in India. Regarding injunctive orders, Deol
contended that he “has stopped acting on behalf of Econergy long ago,” the “Econergy
bank accounts are controlled by” Goel, and Goel “is in full control of the plant.” He
argued that the injunctive orders were overbroad and exceeded the scope of the
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arbitrator’s authority because the injunctive orders cover, for example, claims he might
have against third parties that relate to the business of Econergy but that do not arise
under the development agreement or loan agreement.
After a hearing, the trial court filed a written order denying both of Deol’s motions
to vacate because “[he] had not demonstrated a ground under [section] 1286.2.”
3. Goel’s motion to confirm the November 2018 final arbitration award
Goel and Goel Ventures filed a motion to confirm the November 2018 final
arbitration award, which addressed all issues in the arbitration, including attorney’s fees,
costs, and interest. The motion was unopposed. In January 2019, the trial court granted
the motion, and a judgment was entered confirming the final arbitration award. Deol
filed a notice of appeal from the judgment.
III. DISCUSSION
Deol contends that the arbitrator exceeded his powers by failing to follow the laws
of California and India and by ordering overbroad injunctive relief, and therefore the
arbitration award must be vacated or corrected as to certain relief. Second, Deol argues
that the trial court judgment does not conform to the final arbitration award with respect
to certain relief, and therefore the judgment must be corrected. Third, he contends that
the injunctive relief in the judgment is void, based on the bankruptcy stay that was in
place after he filed for bankruptcy. Before considering Deol’s contentions, we first set
forth general legal principles regarding contractual arbitration.
A. General Legal Principles Regarding Arbitration
“After arbitration has resulted in an award, the [California] Arbitration Act
[(§ 1280 et seq.)] permits a party to petition ‘the court to confirm, correct or vacate the
award.’ (§ 1285.) The opposing party may respond to such a petition by requesting ‘the
court to dismiss the petition or to confirm, correct or vacate the award.’
(§ 1285.2; . . .) . . . A court presented with such a petition or response is empowered
only to confirm, correct, or vacate the award or to dismiss the proceeding. (§ 1286.) If
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the court confirms the award, it shall enter judgment accordingly. (§ 1287.4.)” (Toal v.
Tardif (2009) 178 Cal.App.4th 1208, 1220 (Toal).)
“ ‘ “[A]rbitration awards are generally immune from judicial review.” ’
[Citation.]” (Berglund v. Arthroscopic & Laser Surgery Center of San Diego, L.P.
(2008) 44 Cal.4th 528, 534, fn. omitted (Berglund).) Courts in general may not review
the merits of the dispute, the sufficiency of the evidence, or the reasoning in support of
the arbitrator’s decision. (Moncharsh v. Heily & Blase (1992) 3 Cal.4th 1, 11
(Moncharsh).) “[P]arties to an arbitration agreement accept the risk of arbitrator errors
[citation], and arbitrator decisions cannot be judicially reviewed for errors of fact or law
even if the error is apparent and causes substantial injustice [citations].” (Berglund,
supra, at p. 534.) “This is true even where . . . an arbitration agreement requires an
arbitrator to rule on the basis of relevant law . . . .” (Richey v. AutoNation, Inc. (2015) 60
Cal.4th 909, 916.)
Judicial review of an arbitration award is limited to the grounds set forth in
sections 1286.2 (to vacate) and 1286.6 (for correction). (Moncharsh, supra, 3 Cal.4th at
p. 33.) An arbitration award may be vacated or corrected by a court if “[t]he arbitrators
exceeded their powers.” (§§ 1286.2, subd. (a)(4), 1286.6, subd. (b).)
B. Whether the Arbitrator Exceeded His Powers
Deol contends that the arbitrator exceeded his powers by (1) ordering Deol to
transfer the Ludhiana land and Econergy shares in violation of California’s foreclosure
laws, (2) ordering the transfer of the Ludhiana land in violation of the law of India, and
(3) imposing overbroad injunctive relief. Deol argues that the arbitration award must be
vacated or corrected as a result.
We determine that these issues are not properly before this court. While Deol
contends that the arbitrator exceeded his powers, this court reviews de novo the trial
court’s judgment or order, not the arbitration award. (See Toal, supra, 178 Cal.App.4th
at p. 1217 [in an “ ‘appeal from an order confirming an arbitration award, we review the
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trial court’s order (not the arbitration award) under a de novo standard’ ”]; accord,
Advanced Micro Devices, Inc. v. Intel Corp. (1994) 9 Cal.4th 362, 376, fn. 9 (Advanced
Micro Devices).) Further, “[a] judgment or order of a lower court is presumed to be
correct on appeal . . . .” (In re Marriage of Arceneaux (1990) 51 Cal.3d 1130, 1133.) To
succeed on appeal, the appellant, Deol, has the burden of showing reversible error.
(Denham v. Superior Court (1970) 2 Cal.3d 557, 564; In re Marriage of Falcone & Fyke
(2008) 164 Cal.App.4th 814, 822.)
In this case, Deol appealed from the judgment confirming the arbitration award.
The judgment was entered after the trial court granted a motion by Goel and Goel
Ventures to confirm the November 2018 final arbitration award. Deol did not oppose the
motion. Given that Deol did not file any opposition, and in view of his failure in this
court to articulate any defects in the motion, Deol fails to meet his burden as appellant to
show error in the trial court’s granting of the motion to confirm the arbitration award.
Where, as here, a party appeals from a judgment confirming an arbitration award,
we may review an underlying order denying a petition to vacate an arbitration award.
(Mid-Wilshire Associates v. O’Leary (1992) 7 Cal.App.4th 1450, 1454; accord, Cinel v.
Christopher (2012) 203 Cal.App.4th 759, 766.) In this regard, Deol filed two motions to
vacate in the trial court: (1) a motion to vacate the February 2018 partial arbitration
award, which determined the value of the Ludhiana land, and (2) a motion to vacate the
February 2018 further injunctive orders. The trial court denied both motions on the
ground that Deol “had not demonstrated a ground under [section] 1286.2.” We review de
novo a trial court’s order denying a request to vacate an arbitration award. (SWAB
Financial, LLC v. E*Trade Securities, LLC (2007) 150 Cal.App.4th 1181, 1198.)
As we have explained above, a party to an arbitration “may petition the court to
confirm, correct or vacate the award.” (§ 1285; see Toal, supra, 178 Cal.App.4th at
p. 1220.) An “award” under the California Arbitration Act “shall include a determination
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of all the questions submitted to the arbitrators the decision of which is necessary in order
to determine the controversy.” (§ 1283.4.)
The issue here is whether either of the two February 20, 2018 rulings by the
arbitrator that Deol sought to vacate in the trial court constituted an “award” within the
meaning of section 1283.4. This issue is important because “[i]f a ruling constitutes an
‘award,’ the trial court . . . acquires jurisdiction to confirm, correct or vacate the award.
[Citations.] The issuance of an ‘award’ is what passes the torch of jurisdiction from the
arbitrator to the trial court.” (Lonky v. Patel (2020) 51 Cal.App.5th 831, 843 (Lonky).)
On the other hand, “a ruling that is not an ‘award’ ” is not subject to confirmation,
correction, or vacation by the trial court. (Id. at p. 844.)
A trial court has a “duty to assess for itself whether the ruling of the arbitrator at
issue meets the statutory definition of an ‘award.’ [Citations.] That is because, as
explained above, whether a ruling constitutes an ‘award’ is what confers jurisdiction
upon trial courts [citation], and because the parties may not by their consent move the
statutory boundaries of a court’s jurisdiction [citations].” (Lonky, supra, 51 Cal.App.5th
at p. 844; see Kaiser Foundation Health Plan, Inc. v. Superior Court (2017) 13
Cal.App.5th 1125, 1131 (Kaiser) [“failure of the partial final award to qualify as an
‘award’ under section 1283.4 deprived the court of jurisdiction to confirm or vacate it”];
Maplebear, Inc. v. Busick (2018) 26 Cal.App.5th 394, 407 (Maplebear) [“parties to an
arbitration agreement cannot confer jurisdiction on courts to review arbitrator’s rulings
by agreeing . . . to allow immediate review of some interim awards”]; Cowan v. Superior
Court (1996) 14 Cal.4th 367, 373 (Cowan) [“the act of a litigant cannot confer subject
matter jurisdiction on the court”]; Harrington v. Superior Court of County of Placer
(1924) 194 Cal. 185, 188 (Harrington) [“Jurisdiction of the subject matter cannot be
given, enlarged or waived by the parties.”].) In other words, if an arbitrator’s ruling does
not constitute an “award” under section 1283.4, a trial court lacks jurisdiction to hear a
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party’s petition to vacate the arbitrator’s ruling, and dismissal of the party’s petition “is
the appropriate action.” (Maplebear, supra, at p. 401; see id. at p. 407.)
Where, as here, an arbitrator issues a series of rulings during an arbitration, the
trial court must determine which of those rulings constitutes the requisite award under
section 1283.4 “by asking whether the ruling (a) determines all issues necessary to
resolve the entire controversy and (b) leaves unaddressed only those issues incapable of
resolution at that time because those issues are potential, conditional or contingent” or
“otherwise ‘could not have been determined’ at the time of that ruling. [Citations.]”
(Lonky, supra, 51 Cal.App.5th at pp. 835, 845.)
In this case, Deol filed in the trial court motions to vacate (1) the February 2018
partial arbitration award and (2) the February 2018 further injunctive orders. However,
neither of those February 2018 rulings by the arbitrator resolved the entire controversy
between the parties. Other issues remained, and the arbitration proceeding was still
ongoing when the arbitrator issued those February 2018 rulings. It was not until the
issuance of the April 30, 2018 further partial award that the arbitrator rendered a decision
on most of the remaining issues, other than the amount of attorney’s fees, costs, and
interest. Specifically, the April 30, 2018 further partial award addressed the following
issues: (a) “[w]hat amount, if any, Goel owe[d] to Econergy for surplus steel and cables
allegedly diverted to Goel’s other Indian solar projects,” (b) “[w]hether Deol [was]
entitled to a credit against his obligations to Econergy for having paid, out of his personal
funds, corporate expenses after January 1, 2012, and, if so, the amount of that credit,”
(c) “[t]he amount of deferred rent Deol [was] entitled to recover from Econergy,”
(d) “[t]he amount, if any, that Deol owe[d] to [Goel Ventures] as breach of contract
damages resulting from Deol’s non-performance of the land purchase option,” (e) “[w]hat
amount, if any, . . . Deol owe[d] to Econergy for interest he received on Econergy’s . . .
bank guarantees,” (f) “[t]he amount Deol and/or Econergy should pay to Rajeev Ranjan
and Niraj Mehta for work performed and for work-related expenses they incurred on
16
behalf of Econergy,” (g) “[w]hat amounts, if any, Deol owe[d] to Econergy for
misappropriated corporate funds after May 2013, and whether interest and sanctions on
those sums would be ordered,” (h) “[w]hich, if any, of the additional remedies requested
by Goel and [Goel Ventures] . . . [were] warranted under . . . [the] facts,” and (i) “[w]hich
party or parties [were] deemed the prevailing parties in this arbitration and entitled to
recover attorneys’ fees and costs under the provisions of the Co-Development Agreement
and the Loan Agreement.” The arbitrator eventually issued a “final award” in
November 2018, which addressed all issues, including attorney’s fees, costs, and interest.
(Capitalization omitted.)
In view of the later April 30, 2018 further partial award that contained the
arbitrator’s ruling on numerous additional issues between the parties, followed by a final
award in November 2018, it is apparent that the arbitrator’s earlier (1) February 2018
partial award and (2) February 2018 further injunctive orders, both of which Deol sought
to vacate, did not individually or collectively “include a determination of all the questions
submitted to the arbitrator[] the decision of which [was] necessary in order to determine
the controversy.” (§ 1283.4.) “The text of section 1283.4 is clear: It specifies that an
award must resolve the parties’ controversy, not a question within the controversy.”
(Kaiser, supra, 13 Cal.App.5th at p. 1146.) Because the two earlier February 2018
rulings by the arbitrator that Deol sought to vacate did not “determine[] all issues
necessary to resolve the entire controversy” and did not “leave[] unaddressed only those
issues incapable of resolution at that time” (Lonky, supra, 51 Cal.App.5th at p. 835; see
id. at p. 845), those earlier February 2018 rulings did not constitute an “award” under
section 1283.4.
As neither of the two February 2018 rulings by the arbitrator constituted an award
under section 1283.4, the trial court in this case did not have jurisdiction to rule on Deol’s
motions to vacate them. (Lonky, supra, 51 Cal.App.5th at pp. 843-844; Kaiser, supra, 13
Cal.App.5th at p. 1131; Maplebear, supra, 26 Cal.App.5th at p. 407; see Cowan, supra,17
14 Cal.4th at p. 373; Harrington, supra, 194 Cal. at p. 188.) If, as here, a trial court lacks
jurisdiction to hear a petition to vacate, then the trial court’s dismissal of the petition “is
the appropriate action.” (Maplebear, supra, at p. 401; see id. at p. 407.)
We are not persuaded by Deol’s arguments to the contrary. First, Deol contends
this case is analogous to Hightower v. Superior Court (2001) 86 Cal.App.4th 1415(Hightower), in which an appellate court determined that the arbitrator’s partial award
was subject to confirmation by the trial court. (Id. at pp. 1420, 1439.) In Hightower, the
arbitrator determined that one party, Hightower, had breached a shareholders agreement,
which prevented the other party, O’Dowd, from completing the purchase of Hightower’s
shares in a corporation that the parties had jointly formed. (Id. at pp. 1438, 1421.)
Fashioning a remedy for this breach “was no simple matter,” however, because (1) the
financing that O’Dowd had previously arranged was no longer available and (2) “it was
not at all clear that O’Dowd would be able, nearly two years later, to make a comparable
deal.” (Id. at p. 1438.) “The arbitrator determined that O’Dowd was entitled to a new
opportunity to acquire Hightower’s shares at the same price . . . . In order to make this
opportunity meaningful, O’Dowd would necessarily have to be given a reasonable
opportunity to obtain such new financing. To accomplish this, the arbitrator provided
that O’Dowd would have the right, but not the obligation, to purchase, upon certain
designated conditions, Hightower’s shares within six months of the date of the
confirmation of the award (which . . . the arbitrator designated as a Partial Final Award).
[¶] Obviously, this option would be of no value to O’Dowd unless it were a firm and
final right. Without assurance that O’Dowd’s legal right to make the purchase was
finally resolved, it would be difficult to obtain the new financing, and enforcement of the
option rights would be subject to continuing uncertainty.” (Id. at p. 1438, italics
omitted.) Because an arbitration award is not enforceable as a judgment until it is
confirmed, “[i]t was obviously for this reason that the arbitrator expressly provided that
his ‘Partial Final Award’ would be subject to confirmation while, at the same time, he
18
reserved jurisdiction to make a final award settling all remaining issues not capable of
resolution until after O’Dowd had exercised his option and completed the necessary
preparations to complete the purchase of Hightower’s shares. A number of actual and
potential unresolved issues were described in the Partial Final Award.” (Id. at p. 1439.)
For example, the “Partial Final Award” specified that the arbitrator reserved jurisdiction
to determine those “specific additional issues likely to arise after O’Dowd resubmitted his
offer to purchase Hightower’s shares,” including (1) an award of O’Dowd’s “costs that he
would have to incur in order to obtain the new financing needed to make the purchase[,
as] those costs were obviously unknown as of the date of the partial final award,” and
(2) “[i]f O’Dowd failed to tender the required consideration for Hightower’s shares, then
O’Dowd would nonetheless be entitled to an award of damages . . . which would have to
be determined by the arbitrator and included in the ‘final’ award.” (Id. at p. 1427-1428,
italics omitted.)
The appellate court determined that, “[i]n the specific factual context of this case,”
it was proper for the “arbitrator, in order to provide a proper remedy for the prevailing
party, [to] resolve certain critical areas of a dispute in a ‘partial final award’ but reserve
jurisdiction to later decide, by a ‘final award,’ issues which will likely arise as a result of
the implementation of that remedy.” (Hightower, supra, 86 Cal.App.4th at p. 1419.) In
this context, the appellate court found that “the arbitrator’s ‘partial final award’ was
procedurally proper and was confirmable as such by the [trial] court.” (Id. at p. 1420.)
The appellate court explained that under section 1283.4, the arbitrator had “not
improperly left undecided issues ‘necessary in order to determine the controversy.’
Rather, he . . . determined all issues that [were] necessary to the resolution of the essential
dispute arising from Hightower’s breach. . . . Nothing remain[ed] to be resolved except
those potential and conditional issues that necessarily could not have been determined . . .
when the Partial Final Award was issued.” (Hightower, supra, at p. 1439, fn. omitted.)
19
In contrast, in this case, at the time the arbitrator issued the orders that Deol sought
to vacate in the trial court, that is, (1) the February 2018 partial arbitration award
determining the value of the Ludhiana land and Econergy shares and (2) the
February 2018 further injunctive orders, there were still “undecided issues ‘necessary in
order to determine the controversy’ ” in the arbitration proceeding. (Hightower, supra,
86 Cal.App.4th at p. 1439.) Unlike in Hightower, the undecided issues in this case were
not issues “likely [to] arise as a result of the implementation of [any] remedy” in the
February 2018 partial award or injunctive orders. (Hightower, supra, 86 Cal.App.4th at
p. 1419, italics added.) Rather the undecided issues already existed based on events that
had already occurred, and those issues were capable of being determined within the same
arbitration proceeding. The undecided issues included (a) “[w]hat amount, if any, Goel
owe[d] to Econergy for surplus steel and cables allegedly diverted to Goel’s other Indian
solar projects,” (b) “[w]hether Deol [was] entitled to a credit against his obligations to
Econergy for having paid, out of his personal funds, corporate expenses after
January 1, 2012, and, if so, the amount of that credit,” (c) “[t]he amount of deferred rent
Deol [was] entitled to recover from Econergy,” (d) “[t]he amount, if any, that Deol
owe[d] to [Goel Ventures] as breach of contract damages resulting from Deol’s non-
performance of the land purchase option,” (e) “[w]hat amount, if any, . . . Deol owe[d] to
Econergy for interest he received on Econergy’s . . . bank guarantees,” (f) “[t]he amount
Deol and/or Econergy should pay to Rajeev Ranjan and Niraj Mehta for work performed
and for work-related expenses they incurred on behalf of Econergy,” (g) “[w]hat
amounts, if any, Deol owe[d] to Econergy for misappropriated corporate funds after
May 2013, and whether interest and sanctions on those sums would be ordered,”
(h) “[w]hich, if any, of the additional remedies requested by Goel and [Goel
Ventures] . . . [were] warranted under . . . [the] facts,” and (i) “[w]hich party or parties
[were] deemed the prevailing parties in this arbitration and entitled to recover attorneys’
fees and costs under the provisions of the Co-Development Agreement and the Loan
20
Agreement.” We disagree with Deol that these were “potential and conditional issues
that necessarily could not have been determined . . . when the [February 2018 partial
award and injunctive orders were] issued.” (Id. at p.1439.) Instead, these were
unresolved issues that could have been decided, but, as Goel explains, “were simply
reserved for later resolution after further hearing and briefing.”
Second, we are not persuaded by Deol’s attempt to characterize the February 2018
partial award as resolving “the critical area of dispute” between the parties, while the
April 2018 award addressed “only certain limited issues that related primarily to
accountings” or were simply part of “a ‘ “true-up process.” ’ ” The relevant test for
determining whether an arbitrator’s ruling is an “award” within the meaning of
section 1283.4 is not whether critical versus limited issues have been decided, but
“whether the ruling (a) determines all issues necessary to resolve the entire controversy
and (b) leaves unaddressed only those issues incapable of resolution at that time because
those issues are potential, conditional or contingent.” (Lonky, supra, 51 Cal.App.5th at
p. 835.) As we have explained, the February 2018 partial award and injunctive orders do
not meet this test regarding resolution of “the entire controversy.” (Ibid.; see § 1283.4.)
Third, Deol cites EHM Productions, Inc. v. Starline Tours of Hollywood, Inc.
(2018) 21 Cal.App.5th 1058 (EHM Productions), in which an appellate court determined
that a party, after an initial arbitration award had been affirmed by a JAMS appellate
panel and confirmed by the trial court, could later seek confirmation of the JAMS
appellate panel’s award of costs for the JAMS appeal. (Id. at pp. 1060-1063 & fn. 2.)
However, unlike in EHM Productions, arbitration appellate costs were not among the
unresolved issues in this case at the time the arbitrator issued the February 2018 partial
award and injunctive orders. Instead, as we have explained, numerous issues pertaining
to the substantive claims between the parties still had to be determined, and were capable
of being determined, by the arbitrator at the time of the issuance of the February 2018
partial award and injunctive orders.
21
Fourth, we understand Deol to argue that the trial court had jurisdiction to rule on
his motions to vacate the February 2018 rulings because “[t]he trial court had discretion”
to treat those motions to vacate the February 2018 rulings as instead a motion to vacate
the later April 2018 partial award. According to Deol, (1) the later April 2018 partial
award incorporated the earlier February 2018 rulings, (2) the later April 2018 partial
award was issued while his motions to vacate the February 2018 rulings were pending,
(3) the later April 2018 partial award constituted an “award” under section 1283.4, and
(4) the trial court had a copy of the April 2018 partial award due to Goel providing a copy
with his opposition to Deol’s motions to vacate.
Assuming, without deciding, that the April 2018 partial award constituted an
“award” under section 1283.4, we are not persuaded by Deol’s argument. Under Deol’s
reasoning, he could have in theory successively challenged each of the arbitrator’s seven
separate partial awards and/or orders before the arbitrator issued the final award, so long
as the final award incorporated all seven prior rulings. We decline to interpret
section 1283.4’s definition of an “award” in this manner. In this case, Deol’s motions in
the trial court expressly sought to vacate the February 2018 partial award and injunctive
orders. Subsequently, Goel brought a motion in the trial court to confirm the
November 2018 final award of the arbitrator. This procedural history shows the multiple
“awards” for which the parties sought review by the trial court. However, limiting
“award” status under section 1283.4 to “only . . . those rulings that resolve every part of
the parties’ controversy that can be resolved at that time furthers the underlying purpose
of arbitration. Arbitration is designed to provide an ‘ “efficient, streamlined” ’
mechanism for resolving disputes. [Citation.] Ensuring that trial court jurisdiction is
reserved for only those arbitral rulings that effectively determine all issues presented for
arbitration that are capable of determination at that time means that parties may not seek
seriatim judicial review of an arbitrator’s interlocutory rulings, which is critical because
such piecemeal judicial intervention would slow down the dispute resolution process as
22
the parties bounce back and forth between the arbitral and judicial fora. [Citations.]”
(Lonky, supra, 51 Cal.App.5th at p. 845, italics added.) We decline to take a broader
interpretation of “award” in this case under section 1283.4 as suggested by Deol.
Fifth, Deol contends that, although he “did not specifically oppose [Goel’s]
motion to confirm the final award,” the motion referred to Deol’s prior unsuccessful
motions to vacate the partial awards, and “there was no reason for Deol to burden the trial
court by refiling the motions again as oppositions.” Deol argues that the trial court “had
inherent authority at the time of confirming the award to reconsider its prior ruling in
light of the final arbitration award.” Deol also contends that the matter has been fully
briefed in this court and that the record is adequate to consider the underlying issue of
whether the arbitrator exceeded his powers.
We find Deol’s arguments unpersuasive. As we stated above, this court reviews
the trial court’s rulings de novo, not the arbitrator’s rulings. (Toal, supra, 178
Cal.App.4th at p. 1217; accord, Advanced Micro Devices, supra, 9 Cal.4th at p. 376,
fn. 9.) No error has been shown in the trial court’s grant of the unopposed motion by
Goel and Goel Ventures to confirm the November 2018 final award. Further, no
prejudicial error can be shown in the trial court’s denial of Deol’s motions to vacate the
arbitrator’s February 2018 rulings. Regarding this ruling, the trial court did not have
jurisdiction to rule on Deol’s motions to vacate and should have dismissed the motions,
and therefore Deol cannot establish prejudicial error in the trial court’s denial of those
motions. (See Kaiser, supra, 13 Cal.App.5th at p. 1144 [“How a trial court disposes of a
petition to confirm or vacate a putative award has no bearing on whether the award
satisfies section 1283.4’s strictures.”].)
Having concluded that Deol’s claims regarding the arbitrator exceeding his powers
are not properly before this court, we turn to Deol’s other claims on appeal.
23
C. Whether the Judgment Must Be Corrected to Conform to the Final
Arbitration Award
The November 2018 final arbitration award includes monetary relief to Goel,
including $690,716 plus interest from Econergy for the balance due under the loan
agreement. The final arbitration award also requires Deol to transfer (1) all his shares in
Econergy and (2) all his interest in the Ludhiana land to Goel. The final arbitration
award states that “once the land and shares are fully transferred to Goel, Econergy’s
loan balance to Goel . . . shall be reduced by $352,308.59, the amount that Deol will
have paid Goel under his loan guarantee.” (Italics added.)
Deol contends that the above italicized language from the final arbitration award is
not included in the trial court order confirming the award or in the judgment. He argues
that the judgment should be corrected to include the language concerning the reduction in
the loan balance because otherwise, Goel will receive a windfall by collecting both the
full loan amount from Econergy and the 51 percent guaranteed by Deol.
Goel, Goel Ventures, and Econergy agree that the order confirming the final
arbitration award and the judgment should be corrected. They propose that the following
sentence be added to the order confirming the final arbitration award (at page 2, under the
monetary relief section, in numbered paragraph 2) and to the corresponding paragraph in
the judgment (at page 2, under the monetary relief section, in numbered paragraph 23):
“Once the Ludhiana land and Jaspal Deol’s shares of stock in Econergy have been fully
transferred by Jaspal Deol to Prabhakar Goel, Econergy’s loan balance to Prabhakar Goel
3
Goel, Goel Ventures, and Econergy indicate in their respondents’ brief that the
proposed language should be added to paragraph 2 in the monetary relief section in the
order confirming the final arbitration award, and to the “corresponding Paragraph 1 of the
Monetary Relief Section of the Judgment.” It appears that this latter reference to
paragraph 1 is a typographical error because the “corresponding” paragraph regarding the
transfer of shares and land in the judgment is actually found in paragraph 2.
24
shall be reduced by $352,308.59, the amount that Jaspal Deol will have paid Prabhakar
Goel under Jaspal Deol’s loan guarantee.”
Deol does not object to this proposed language in his reply brief on appeal. As the
proposed language is consistent with the language in the final arbitration award, we will
order the trial court’s order confirming the final arbitration award and the judgment
modified accordingly. (See § 1286 [“the court shall confirm the award as made”].)
D. Whether the Injunctive Relief in the Judgment Is Void Due to the
Bankruptcy Stay
Deol contends that the bankruptcy court “explicitly refused to allow for any
enforcement of the arbitration award in its limited order modifying the [bankruptcy]
stay.” He argues that “portions of the judgment ordering injunctive relief necessarily
involve enforcement,” however, “by directly ordering [him] to take certain actions,” and
that therefore “these portions of the judgment are void.” For example, Deol contends that
the judgment includes orders requiring him to transfer “Econergy shares and the
Ludhiana land,” “ ‘immediately resign’ as Econergy’s director,” and “execute documents
and make instructions to third parties to effectuate the transfers.”
Goel, Goel Ventures, and Econergy contend that Deol failed to raise this issue in
the trial court, and therefore he has forfeited the issue. They also argue that neither the
bankruptcy automatic stay provisions nor the bankruptcy court’s order rendered the
injunctive relief void. Rather, enforcement of the injunctive relief is simply stayed at this
point.4
4
In connection with their argument, Goel, Goel Ventures, and Econergy request
judicial notice of (1) a motion they filed in the bankruptcy court in March 2021, seeking
limited relief from the automatic stay, and (2) the bankruptcy court’s May 21, 2021 order.
Deol opposes the request. We “ ‘decline’ to judicially notice” the documents because the
documents “ ‘ha[ve] no bearing on the limited legal question at hand.’ [Citation.]”
(Mangini v. R. J. Reynolds Tobacco Co. (1994) 7 Cal.4th 1057, 1063.)
25
In reply, Deol contends that the issue of whether the judgment is void due to the
bankruptcy stay may be raised at any time.
Assuming we may consider the issue, we determine that Deol fails to establish that
the trial court’s judgment is void.
As we have recited above, after the parties provided briefing to the arbitrator
regarding attorney’s fees, costs, and interest, those matters were submitted for decision to
the arbitrator in mid-June 2018. Shortly thereafter, Deol filed for bankruptcy, and the
arbitration was automatically stayed as a result.
On October 31, 2018, the bankruptcy court partially lifted the stay on the
arbitration. The bankruptcy court’s October 2018 order states in this regard:
“IT IS ORDERED that the automatic stay provisions of 11 U.S.C. § 362(a) are
modified as applicable to Jaspal Deol (‘Debtor’) to allow Prabhakar Goel and Goel
Family Partnership LP, its agents, representatives, and successors, and trustee under the
trust deed, and any other beneficiary or trustee, and their respective agents and successors
to conclude the arbitration before JAMS in San Jose in Case No. 1110016365 to permit
the Arbitrator to issue the ruling on the attorneys’ fees, costs, and interest awarded for
the arbitration, the issuance of the final arbitration award []based on the prior rulings
and the additional rulings on attorneys’ fees, costs, and interest, and Movant
[(Prabhakar Goel and Goel Family Partnership LP)] obtaining confirmation of that final
award under applicable law.
“IT IS FURTHER ORDERED that the automatic stay is not modified with respect
to the determination of any other issues by the Arbitrator, enforcement of the arbitration
final award or any judgment based on the arbitration final award against the Debtor, the
Chapter 13 Trustee, or property of the bankruptcy estate. Any final judgment obtained by
Movant shall be submitted to this court for the proper treatment of any claims arising
under the Bankruptcy Code.” (Boldface omitted; italics added.)
26
Thereafter, on November 16, 2018, the arbitrator issued an order regarding
attorney’s fees, costs, and interest. That same day, on November 16, 2018, the arbitrator
issued a final award. The final award expressly “incorporated” the “previous Orders and
Awards issued” in the arbitration, “summarized” the “relief granted in those previous
awards,” and made that relief “part of this Final Award.” Goel and Goel Ventures then
filed a motion to confirm the November 2018 final arbitration award. In January 2019,
the trial court granted the unopposed motion, and a judgment confirming the final
arbitration award was entered.
In view of this procedural history, we are not persuaded by Deol’s contention that
certain portions of the judgment regarding injunctive relief are void. The bankruptcy
court’s October 2018 order expressly allowed (1) “the Arbitrator to issue the ruling on the
attorneys’ fees, costs, and interest awarded for the arbitration,” (2) “the issuance of the
final arbitration award []based on the prior rulings and the additional rulings on
attorneys’ fees, costs, and interest,” (3) the “confirmation of that final award under
applicable law,” and (4) the “submi[ssion]” of the “final judgment . . . to [the bankruptcy]
court for the proper treatment of any claims arising under the Bankruptcy Code.” Here,
the record reflects that the arbitrator, consistent with the bankruptcy court’s order,
(1) “issue[d] the ruling on the attorneys’ fees, costs, and interest awarded for the
arbitration” and (2) “issu[ed] . . . the final arbitration award []based on the prior rulings
and the additional rulings on attorneys’ fees, costs, and interest.” The record further
reflects that, consistent with the bankruptcy court’s order, the trial court (3) ordered
“confirmation of that final award under applicable law,” and (4) filed a “final judgment.”
On this record, we are not persuaded by Deol’s attempt to recast the injunctive relief
contained in the final arbitration award, the order confirming the award, and the judgment
as improper “enforcement of the arbitration award.”
Accordingly, we determine that Deol fails to establish that the trial court’s
judgment is void.
27
IV. DISPOSITION
The trial court’s January 10, 2019 order confirming the final arbitration award is
modified on page 2, under the monetary relief section, by adding the following sentence
at the end of numbered paragraph 2: “Once the Ludhiana land and Jaspal Deol’s shares
of stock in Econergy have been fully transferred by Jaspal Deol to Prabhakar Goel,
Econergy’s loan balance to Prabhakar Goel shall be reduced by $352,308.59, the amount
that Jaspal Deol will have paid Prabhakar Goel under Jaspal Deol’s loan guarantee.”
The January 10, 2019 judgment is modified on page 2, under the monetary relief
section, by adding the following sentence at the end of numbered paragraph 2: “Once the
Ludhiana land and Jaspal Deol’s shares of stock in Econergy have been fully transferred
by Jaspal Deol to Prabhakar Goel, Econergy’s loan balance to Prabhakar Goel shall be
reduced by $352,308.59, the amount that Jaspal Deol will have paid Prabhakar Goel
under Jaspal Deol’s loan guarantee.”
As so modified, the judgment is affirmed. The parties shall bear their own costs
on appeal.
28
BAMATTRE-MANOUKIAN, J.
WE CONCUR:
ELIA, ACTING P.J.
WILSON, J.
Econergy, Inc. v. Deol
H046723