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UNITED STATES DISTRICT COURT 

EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

AMERICAN FURUKAWA, INC., 

a Delaware Corporation 

Plaintiff, 

v. 

ISTHIHAR HOSSAIN, an Individual and 

Michigan resident, and HT WIRE & CABLE 

AMERICAS, LLC, a Michigan limited liability 

company, 

Defendants. 

 / 

Case No. 14-cv-13633 

UNITED STATES DISTRICT COURT JUDGE

GERSHWIN A. DRAIN

UNITED STATES MAGISTRATE JUDGE

MICHAEL J. HLUCHANIUK

ORDER DENYING DEFENDANTS’ MOTION FOR RECONSIDERATION [103] 

I. INTRODUCTION

American Furukawa, Inc., (“American Furukawa” or “Plaintiff”), commenced the instant 

action against Isthihar Hossain on September 19, 2014. See Dkt. 1. On September 16, 2015, the 

Plaintiff filed an Amended Complaint adding HT Wire & Cable Americas, LLC (“HT Wire”) as 

a Defendant. See Dkt. No. 65. On October 5, 2015, the Defendants Moved to Dismiss and Defer 

the action to arbitration. See Dkt. No. 79. The Court denied the Defendants’ Motion on 

November 19, 2015. See Dkt. No. 97. 

 Presently before the Court is Defendants’ Motion for Reconsideration. See Dkt. No. 103. 

For the reasons discussed below, the Court will DENY the Defendants’ Motion. 

II. BACKGROUND

 Plaintiff, American Furukawa, is an American company owned by Furukawa Electric 

Co., Ltd. (“Furukawa Electric Group”). Dkt. No. 89 at 6 (Pg. ID No. 1697). Furukawa Electric 

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Group has several other subsidiaries, including Furukawa Electrical Industrial Cable Co. Ltd 

(“FEIC”) and Shenyang Furukawa Cable Co. Ltd. (“SFC”). Id. American Furukawa, FEIC, and 

SFC are all different companies with different management teams, directors and customers. Id.

(Exhibit 1, ¶¶ 5–8). Defendant Hossain is a former employee of American Furukawa, and is the 

resident agent of a competing company, Defendant HT Wire & Cable Americas, LLC (“HT 

Wire”). Id. at 6. 

 FEIC and SFC entered into a Joint Venture Agreement with Hebei Huatong and Cables 

Group Co. Ltd. (“Huatong”) on July 16, 2010. Id. at 7 (Pg. ID No. 1698). The Joint Venture 

Agreement contains an arbitration clause. Id. Neither the Plaintiff nor the Defendants were 

signatories to the agreement. Id. 

 American Furukawa filed this lawsuit against Hossain for the alleged misappropriation of 

trade secrets, and other related claims, including violation of the Computer Fraud and Abuse Act, 

in September of 2014. Id. at 8 (Pg. ID No. 1699). 

 After a about year of litigation, the Plaintiff added Defendant HT Wire. In September of 

2015, Defendants moved for deferral to arbitration. See Dkt. No. 79. The Defendants argued that 

the action was subject to the arbitration clause of the Joint Venture Agreement between Huatong, 

FEIC and SFC. This Court held that the Defendants waived that argument by conducting 

litigation for the past year. See Dkt. No. 97. Defendants have now moved for reconsideration. 

III. LEGAL STANDARD

Under this Court’s Local Rules, the Court may not grant a motion for reconsideration 

which merely presents the same issues that the Court already ruled on. LR 7.1(h)(3)(E.D. Mich. 

July 1, 2013). Additionally, the movant must demonstrate that there is a palpable defect in the 

opinion or order under attack and that correcting the defect will result in a different disposition of 

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the case. Id.; Indah v. U.S. S.E.C., 661 F.3d 914, 924 (6th Cir. 2011). “A ‘palpable defect’ is a 

defect which is obvious, clear, unmistakable, manifest, or plain.” Hawkins v. Genesys Health 

Systems, 704 F. Supp. 2d 688, 709 (E.D. Mich. 2010) (quoting Ososki v. St. Paul Surplus Lines 

Ins. Co., 162 F. Supp. 2d 714, 718 (E.D. Mich. 2001)).

IV. DISCUSSION

Defendants originally moved to defer on the grounds that the matter should be sent to 

arbitration in China pursuant to a “Joint Venture Agreement” between FEIC and Huatong. See

Dkt. No. 79. Although none of the parties to the present litigation were signatories to the Joint 

Venture Agreement, Defendants argue that the parties are bound by the agreement “by ordinary 

contract and agency principles.” Id. at 16 (Pg. ID No. 1341) (quoting Shammami v. Broad Street 

Securities, Inc., 544 F. Supp. 2d 585, 586–87 (E.D. Mich. 2008)). This Court has already stated 

that it found the applicability of the Joint Venture Agreement to be dubious but did not believe it 

necessary to rule on those merits. Dkt. No. 97 at 3 (Pg. ID No. 1834). However, the Court shall 

take this opportunity to set the record straight. 

A. The Purported Joint Venture Agreement 

There are four factors, identified by the Sixth Circuit, that the Court should consider 

when addressing a motion to compel arbitration: (1) Whether the parties agreed to arbitrate; (2) 

the scope of the arbitration agreement; (3) if federal statutory claims are asserted, whether 

Congress intended those claims to be nonarbitrable; (4) if some, but not all, of the claims in the 

action are subject to arbitration, whether to stay the remainder of the proceedings pending 

arbitration. Glazer v. Lehman Bros., Inc., 394 F.3d 444, 451 (6th Cir. 2005). 

As stated above, Defendants concede that none of the parties to the action are signatories 

to the purported Joint Venture Agreement. Dkt. No. 79 at 16 (Pg. ID No. 1341). Defendants 

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argue that Plaintiff “does not have to personally sign an agreement to be bound, but may stand in 

the shoes of the entity that signed the agreement.” Id. (citing Kruse v. AFLAC Intern, Inc., 458 F. 

Supp. 2d 375, 382–83 (E.D. Ken. 2006)). 

Defendants are partially correct. A nonsignatory of an arbitration agreement may be 

bound by the agreement under ordinary contract and agency principles. Arnold v. Arnold Corp.-

Printed Communications for Business, 920 F.2d 1269, 1281–82 (6th Cir. 1990) (citing Letizia v. 

Prudential Bache Securities, Inc., 802 F.2d 1185, 1187 (9th Cir. 1986)). Furthermore, there are 

“[f]ive theories for binding nonsignatories to arbitration agreements [that] have been recognized: 

(1) incorporation by reference, (2) assumption, (3) agency, (4) veil-piercing/alter ego, and (5) 

estoppel.” Javitch v. First Union Sec., Inc., 315 F.3d 619, 629 (6th Cir. 2003). However, the 

Defendants have not demonstrated that any of the five theories apply. 

a. Agency 

In Arnold, the Plaintiff brought suit against individual Defendants. However, the 

Defendants were agents of a party who had agreed to an arbitration agreement with Plaintiff. Id.

at 1271. The Sixth Circuit further found that the Defendants were alleged “to have committed 

acts related to their running of the corporation.” Id. at 1282. “[T]hese alleged wrongful acts relate 

to the nonsignatory defendants’ behavior as officers and directors or in their capacities as agents 

of the Arnold Corporation.” Id. Thus, the Court held that the Defendants were entitled to the 

benefits of the arbitration agreement. 

Defendants principally have argued that the same agency theory applies in the instant 

matter. Here however, both the Defendants and the Plaintiff are nonsignatories. Defendants offer 

no authority that a nonsignatory Defendant may invoke an arbitration agreement to a 

nonsignatory Plaintiff. See Reilly v. Meffe, 6 F. Supp. 3d 760, 778 (S.D. Ohio 2014). 

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Furthermore, just because Plaintiff is a sister-company to FEIC and SFC, that does not mean that 

Plaintiff is their agent that may be bound to an agreement that Plaintiff did not sign. Even under 

the assumption that Defendants were acting within their capacities as agents of Huatong, the 

same agency relationship does not exist between American Furukawa and its sister companies. 

See Dkt. No. 89 (Exhibit 1, ¶ 5); see also National Carbide v. C.I.R., 366 U.S. 422, 437 (1949) 

(“Whether the corporation operates in the name and for the account of the principal, binds the 

principal, by its actions, transmits money received to the principal, and whether receipt of 

income is attributable to the services of employees of the principal and to assets belonging to the 

principal are some of the relevant considerations in determining whether a true agency exists.”). 

Moreover, Defendants have not alleged facts, nor argued, that FEIC and SFC are 

corporate fronts for the parent company, Furukawa Electric Group. Thus, there is no way to 

connect American Furukawa to the Joint Venture Agreement through agency principles. 

b. Alter Ego

Defendants also hint that American Furukawa is merely an alter ego for FEIC. Dkt. No. 

79 at 17–18 (Pg. ID No. 1342–43). “The alter ego doctrine is an equitable doctrine ‘developed to 

prevent employers from evading obligations under the [National Labor Relations] Act merely by 

changing or altering their corporate form.” Trustees of Detroit Carpenters Fringe Benefit Funds 

v. Industrial Contract, LLC, 581 F.3d 313, 318 (6th Cir. 2009). When determining whether two 

companies are alter egos, “[w]e look to see ‘whether the two enterprises have substantially 

identical management, business, purpose, operation, equipment, customers, supervision and 

ownership.’ ” Id. (quoting NLRB v. Fullerton Transfer & Storage Ltd., Inc., 910 F.2d 331, 336 

(6th Cir. 1990)). “In applying these factors, no individual factor is outcome determinative; 

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instead, ‘all the relevant factors must be considered together.’ ” Id. (quoting NLRB v. Allcoast 

Transfer, Inc., 780 F.2d 576, 582 (6th Cir. 1986)). 

On Defendants’ list of facts purporting to demonstrate that FEIC and American Furukawa 

are “closely intertwined companies,” Dkt. No. 79 at 17–18 (Pg. ID No. 1342–43), Defendants 

merely demonstrate that American Furukawa and FEIC are subsidiaries of Furukawa Electric 

Group. Defendants have not demonstrated that American Furukawa and FEIC have identical 

management, equipment, operation, customers, and supervision. 

Instead there is evidence to the contrary. See Dkt. No. 89 (Exhibit 1, ¶¶ 5–7). American 

Furukawa and FEIC are located on opposite sides of the planet. Id. The two companies have 

different primary product lines. Id. The two companies have completely different management 

teams. Id. The two companies have completely different Boards of Directors. Id. The two 

companies have different customer bases. Id. There is very little to suggest that one is the alter 

ego of the other. 

c. The Demand Letter

Finally, Defendants argue that Plaintiff “acknowledged that it stood in FEIC’s shoes in its 

demand letter to Defendant Hossain on June 9, 2014.” Dkt. No. 79 at 19 (Pg. ID No. 1344). The 

Demand letter read, in relevant part, as follows: 

In addition to the foregoing, Furukawa has a joint venture agreement with 

Huatong, whereby Huatong has acquired know-how and trade secrets directly 

from Furukawa. By selling Huatong cables, which include Furukawa know-how 

and trade secrets, you may be liable, as a co-conspirator for violation of the joint 

venture agreement. 

Id. (Exhibit L: Demand Letter). Plaintiff argues that the joint venture agreement referenced in the 

demand letter is not the same agreement brought in Defendants’ Motion. Dkt. No. 89 at 16 (Pg. 

ID No. 1707). 

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The Court is not persuaded by Defendants’ argument. Pointing to a particular 

correspondence between the Plaintiff and Defendant Hossain referencing a generic “joint venture 

agreement” does not mean that the Plaintiff agreed to be bound to, what could be, a completely 

different joint venture agreement that Defendants may have found elsewhere. To say that these 

particular pieces of paper constitute the joint venture agreement referenced in a demand letter 

from last year is at best a speculative conclusion. 

Therefore, the Court finds that Defendants have failed to demonstrate that American 

Furukawa agreed to arbitrate the matter at hand. Thus, the Defendants have failed to point to a 

defect that if corrected would result in a different disposition of the case. Accordingly, the 

Motion for Reconsideration fails.

V. CONCLUSION

For the reasons discussed above, the Defendants’ Motion for Reconsideration [103] is 

DENIED.

IT IS SO ORDERED. 

Dated: December 30, 2015 s/Gershwin A. Drain 

 Detroit, Michigan GERSHWIN A. DRAIN 

 United States District Judge 

CERTIFICATE OF SERVICE 

 The undersigned certifies that the foregoing document was served upon counsel of record 

and any unrepresented parties via the Court's ECF System to their respective email or First Class 

U.S. mail addresses disclosed on the Notice of Electronic Filing on December 30, 2015. 

 s/Tanya R. Bankston 

 TANYA R.BANKSTON 

 Case Manager & Deputy Clerk 

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