UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTICT OF MICHIGAN 

SOUTHERN DIVISION 

 

JOYCE COLLINS 

Civil Action No. 15-11679 

 Plaintiff-Appellee, Honorable Mark A. Goldsmith 

 Magistrate Judge Elizabeth A. Stafford 

v. 

 

VASAN DESHIKACHAR, 

 Defendant-Appellant. 

___________________________/ 

REPORT AND RECOMMENDATION TO 

AFFIRM THE DECISION OF THE BANKRUPTCY COURT 

I. INTRODUCTION 

 On May 12, 2015, Defendant-Appellant Vasan Deshikachar, M.D., 

proceeding pro se, filed this action appealing the disposition of an 

adversary proceeding filed against him in United States Bankruptcy Court 

by Plaintiff-Appelle Joyce Collins. [R. 1]. Specifically, Deshikachar 

challenges United States Bankruptcy Judge Thomas J. Tucker’s order 

granting Collins’s motion to enforce settlement agreement and dismissing 

the adversary proceeding on terms consistent with the settlement 

agreement. [Id.]. The Honorable Mark A. Goldsmith referred the case to 

In re: Vasan Deshikachar, 

 Debtor. 

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the undersigned to prepare a report and recommendation on all dispositive 

matters pursuant to 28 U.S.C. § 636(b)(1)(B). [R. 5]. The parties 

submitted written briefs [R. 3; R. 6; R. 8], and the Court held a hearing on 

this matter on November 12, 2015. For the following reasons, the Court 

RECOMMENDS AFFIRMING the decision of the Bankruptcy Court [R. 1, 

PgID 3-4]. 

II. BACKGROUND

A. The State-Court Sexual Harassment Action 

 The subject matter of the adversary proceeding dates back to a 

sexual harassment suit Collins filed against Deshikachar and his 

corporation in 2006. [R. 4, PgID 103-11]; see also Collins v. Anchor Senior 

Med. Services PLLC, 2012 WL 1314142, at *1 (Mich. Ct. App. April 17, 

2012). In January 2011, the state trial court entered a default judgment 

against Deshikachar for $500,000 based on his repeated “failure to comply 

with the Court’s orders ... and efforts ... to manipulate the system.” Collins, 

2012 WL 1314142, at *1-*2. Deshikachar appealed, and the Michigan 

Court of Appeals affirmed the entry of default, but remanded the matter for 

a jury trial on the issue of damages. Id. at *2-*3. In January 2013, prior to 

the trial, the parties reached a settlement and entered into a consent 

judgment for $170,000, which was “due and owing upon execution of [the] 

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Judgment.” [R. 4, PgID 64-66]. 

B. Underlying Adversary Proceeding & Mediation Conference 

 Instead of fulfilling his obligations under the consent judgment, 

Deshikachar filed for Chapter 7 bankruptcy in December 2013, after which 

Collins filed the underlying adversary proceeding alleging that the consent 

judgment was a non-dischargeable debt. [R. 4, PgID 53-62]. The 

bankruptcy judge referred the matter to mediation before retired United 

States Bankruptcy Judge Ray Reynold Graves, which took place on 

January 30, 2015. [Id., PgID 93-94]. After facilitating the mediation, Judge 

Graves filed a notice with the Bankruptcy Court, pursuant to E.D. Mich. 

Local Bankruptcy Rule (“LBR”) 7016-2(a)(7), stating that “[t]he parties ... 

reached an agreed settlement on Friday, January 30, 2015. The parties 

and counsel signed a handwritten ‘term sheet’ confirming the settlement 

which will be drafted by counsel and presented to the Court for approval 

and entry.” [Id., PgID 115]. 

 The so-called “term sheet” provides the following: 

- Total Settlement Payment = $100,000 

o $20,000 down payment on or before 2/28/15 

o $1,000 per month for 60 months starting 3/31/15 

o $20,000 balloon payment due on 61st month 

- Settlement accrues 0% interest 

- No prepayment penalty 

- If a payment is not made after 30 days, Π’s counsel may send a 

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notice of default to ∆ who shall have 30 days to cure 

- In the event of an uncured default, Π may reopen the adversary 

proceeding to enter a consent judgment for $170,000, less all 

payments made on account of the settlement, under 11 USC § 

523(a)(2)(A) + (a)(6) 

- This settlement will not be discharged in BK Case No. 13-62545 

- Π shall dismiss A.P. # 14-4318-TJT w/n 30 days. 

[R. 4, PgID 44].1

 The term sheet was signed at the bottom by Collins and 

her attorney, and Deshikachar and his attorney, Elliot Crowder. [Id.]. 

 On February 3, 2015, the court entered a text-only order on the 

docket requiring that Collins file an agreed order of dismissal or a consent 

judgment within seven days of the order. [See R. 4, PgID 85]. Opposing 

counsel conferred and exchanged drafts of the language that would be 

submitted to the court; their discussions concerned “procedural issues.” 

[Id., PgID 75-77]. However, the discussions stalled because Deshikachar 

retained new counsel and claimed that no agreement was reached during 

the mediation. [Id., PgID 116-21]. 

C. Motion to Enforce Settlement 

 On February 9, 2015, Collins filed a motion to enforce the settlement 

agreement. [R. 4, PgID 27-39]. Deshikachar filed an objection to Collins’s 

motion to enforce, arguing that the Bankruptcy Court should set aside the 

 

1 The Bankruptcy Court case numbers for the underlying Chapter 7 and 

underlying adversary proceeding are No. 13-62545-TJT and No. 14-04318-

TJT, respectively. 

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mediation settlement agreement because: (1) he was “lured” by the 

mediator’s purported misrepresentations regarding aspects of the 

underlying claim; (2) his counsel coerced him into signing the agreement by 

“advising [him] to accept the mediation settlement and alluding to his desire 

to withdraw from the case if [he did] not accept [it]”; and (3) a mistake of 

fact regarding a $450,000 debt he owes to the Internal Revenue Service 

(“IRS”) – which “was not considered by the respective parties or mediator 

when the mediation settlement agreement was executed” – makes it likely 

he will default on the mediation agreement, such that it is unconscionable. 

[Id., PgID 45-49]. Collins filed a reply brief arguing that Deshikachar’s 

claims to set aside the settlement agreement failed as a matter of law. [Id., 

PgID 125-29]. 

 On March 16, 2015, Deshikachar filed an addendum to his objection, 

without assistance of counsel, arguing that the term sheet did not constitute 

an enforceable settlement agreement because it: (1) fails to affirmatively 

state the parties’ intent to settle or for it to be binding; (2) does not define 

the term “consent judgment” or identify with particularity the identity of all 

parties involved; (3) fails to “precisely identify the duties of the parties like 

to where, whom and [h]ow the obligation is to be fulfilled”; and (4) did not 

include language limiting his obligation to pay if the IRS garnished his 

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assets, which he claims “was a condition precedent for the existence and 

performance of the contract.”2

 [R. 4, PgID 72-73]. He also argued that 

entering the term sheet into evidence would violate E.D. Mich. LBR 7016-

2(a)(5), which made “proceedings and writings incident to ... mediation” 

inadmissible. [Id.]. 

 The Bankruptcy Court ordered supplemental briefing regarding the 

meaning of LBR 7016-2(a)(5). [R. 4, PgID 79-81]. The parties submitted 

supplemental briefs [id., 199-215, 216-20], and the court held oral 

argument on April 29, 2015. [Id., PgID 226-276]. 

D. Bankruptcy Judge’s Order and Deshikachar’s Appeal 

 After hearing the parties’ arguments, Bankruptcy Judge Tucker 

announced a detailed ruling on the record and subsequently entered an 

order granting Collins’s motion to enforce settlement agreement and 

dismissing the adversary proceeding on terms consistent with the 

agreement. [R. 1, PgID 3-4; R. 4, PgID 276-313]. 

 On May 11, 2015, Deshikachar initiated this action by filing a notice of 

appeal. [R. 1]. The parties each filed an appellate brief, and Deshikachar 

 

2

 Deshikachar’s credibility on his claim that the parties “intended” the 

settlement agreement to contain a condition precedent regarding his IRS 

tax debt is challenged by his earlier objection to Collins’s motion to enforce, 

where he stated that “[the IRS tax debt] was not considered by the 

respective parties or mediator when the mediation settlement agreement 

was executed.” [See R. 4, PgID 49]. 

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filed a rebuttal and addendum to his opening brief. [R. 3; R. 6; R. 8]. The 

Court held a hearing on November 12, 2015, at which Deshikachar argued 

on his own behalf and Collins’s counsel, Keith Flynn, argued on her behalf. 

III. STANDARD OF REVIEW 

 Federal district courts have jurisdiction to hear appeals from “final 

judgments, orders, and decrees ... of bankruptcy judges.” 28 U.S.C. § 

158(a). The Court reviews the bankruptcy court’s findings of fact using a 

clearly erroneous standard, whereas conclusions of law are reviewed de 

novo. In re Musilli, 398 B.R. 447, 452-53 (E.D. Mich. 2008). 

IV. ANALYSIS 

 Deshikachar argues that the term sheet is not an enforceable 

settlement agreement under general contract law; that the term sheet is 

inadmissible under E.D. Mich. LBR 7016-2(a)(5); and that his assent to the 

terms of the agreement was defective due to duress, undue influence, 

misrepresentation, and/or mistake. [R. 3; R. 6]. For the following reasons, 

Deshikachar’s arguments fail. 

 A. The Term Sheet is an Enforceable Settlement Agreement 

It is well-established that courts have the authority to enforce 

settlement agreements upon finding that the parties have agreed on all 

material terms. RE/MAX Int'l, Inc. v. Realty One, Inc., 271 F.3d 633, 645-

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46 (6th Cir. 2001). In determining whether a settlement agreement is an 

enforceable contract, the Court applies state substantive law, thus 

Michigan contract law governs. McCormick v. Brzezinski, No. 08-10075, 

2010 WL 1463176, at *2 (E.D. Mich. April 13, 2010) (Cleland, J.) (citations 

omitted). The interpretation of a contract is a question of law, which the 

Court reviews de novo. Royal Ins. Co. of America v. Orient Overseas 

Container Line Ltd., 525 F.3d, 409, 421 (6th Cir. 2008) (citations omitted). 

“If a contract is clear and unambiguous ... there is no issue of fact to be 

determined.” Id. (citations and quotation marks omitted). 

To form a valid contract under Michigan law, there must be a meeting 

of the minds, or mutual assent, with regard to all essential terms of the 

contract. Kamalnath v. Mercy Memorial Hosp. Corp., 194 Mich. App. 543, 

548-49 (1992) (citations omitted). “A meeting of the minds is judged by an 

objective standard, looking to the express words of the parties and their 

visible acts, not their subjective states of mind.” Kloian v. Domino’s Pizza 

LLC, 273 Mich. App. 449, 454 (2006) (citation and quotation marks 

omitted). 

Deshikachar argues that the term sheet is a preliminary negotiation 

memo, or an agreement to agree, which lacks essential components of a 

valid contract, and that the parties intended to meet and negotiate a final 

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settlement agreement with additional terms. Specifically, he says that it 

lacks: a definition for “consent judgment,” a confidentiality provision, an 

express statement of offer and acceptance, a dispositive disclaimer or 

affirmation, the identity of the parties, and material terms regarding to 

whom, how and when payments are made. [R. 3]. The Court disagrees 

and finds that the parties agreed on all material terms. 

It is obvious that Collins was the plaintiff and Deshikachar was the 

defendant in term sheet; those were their designations in the underlying 

adversary proceeding and Deshikachar was the party who owed on a 

consent judgment, not the other way around. The terms plainly indicate 

that Collins agreed to dismiss the adversary proceeding in exchange for 

Deshikachar’s agreement to pay her $100,000 according to the following 

schedule: a $20,000 down payment due on or before February 28, 2015; 

$1,000 per month for 60 months, due by the last day of each month and 

starting on March 31, 2015; and a $20,000 balloon payment due by the end 

of the 61st month. [R. 4, PgID 44]. The parties agreed that there would be 

no prepayment penalty. [Id.]. Moreover, the term sheet stated, “This 

settlement will not be discharged in BK Case No. 13-62545,” [id. (emphasis 

added)], deeming ludicrous Deshikachar’s subsequent claim that the 

parties did not agree to a settlement. 

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The settlement agreement further detailed the consequences of its 

breach. If Deshikachar failed to make a payment under its terms, Collins’s 

counsel could send a notice of default to Deshikachar after 30 days had 

passed, and Deshikachar then had 30 days to cure the default. [R. 4, PgID 

44]. If Deshikachar failed to cure the default during that period, Collins 

could reopen the adversary proceeding and obtain a consent judgment 

against him in the amount of $170,000.00, less all payments made under 

the settlement, which would be non-chargeable under 11 U.S.C. §§ 

523(a)(2)(A) and 523(a)(6). [Id.]. The language in the term sheet is simple, 

straightforward, and clear, and it is not susceptible to two or more 

reasonable interpretations; thus, the language in the agreement is 

unambiguous. See Royal Ins. Co. of America, 525 F.3d at 421. 

Deshikachar’s assertion that there is no express statement of offer or 

acceptance is immaterial. By signing their names at the bottom, the parties 

objectively expressed their assent to the clear and unambiguous terms of 

the agreement, demonstrating a meeting of the minds, thus satisfying 

Michigan’s requirements for establishing a binding contract. See 

Kamalnath, 194 Mich. App. at 549 (“A contract is made when both parties 

have executed or accepted it, and not before.”). 

Despite Deshikachar’s argument to the contrary, the settlement 

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agreement need not include any “magic words” in order to be binding. 

Maida v. Ret. & Health Servs. Corp., 795 F. Supp. 210, 215 n.3 (E.D. Mich. 

1992) aff'd, 36 F.3d 1097 (6th Cir. 1994). Indeed, an agreement does not 

even need to be memorialized in writing in order to be valid. “When parties 

have agreed on the essential terms of a settlement, and all that remains is 

to memorialize the agreement in writing, the parties are bound by the terms 

of the oral agreement.” RE/MAX Int'l, 271 F.3d at 646. Here, the parties 

agreed, in writing, on the essential terms of the settlement on January 30, 

2015, leaving the Bankruptcy Court to expect either an agreed order of 

dismissal of consent judgment before mid-February. [See R. 4, PgID 85]. 

Deshikachar’s arguments that the terms of the term sheet were not 

intended to constitute a binding settlement agreement are unsustainable 

given all of the evidence to the contrary.

B. Interpretation of E.D. Mich. LBR 7016-2(a)(5) 

Deshikachar argues the term sheet should have been precluded from 

evidence under LBR 7016-2(a)(5), which provides that: 

All proceedings and writings incident to the mediation shall be 

privileged and confidential, and shall not be reported or placed 

in evidence. No party shall be bound by mediation unless a 

settlement is reached. If a settlement is reached, the 

agreement shall be reduced to writing. 

E.D. Mich. LBR 7016-2(a)(5). Determining the applicability of this rule is a 

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question of law, which the Court reviews de novo. In re Musilli, 398 B.R. at 

452-53. 

Deshikachar cites to a section of the California Evidence Code and 

related California precedent for the proposition that a written settlement 

agreement entered into during mediation is inadmissible under LBR 7016-

2(a)(5) unless it specifically states that it is “admissible,” “subject to 

disclosure,” “enforceable” or “binding,” or contains a declaration in other 

terms with the same meaning. [R. 3, PgID 14]. Deshikachar’s reliance on 

California precedent is misguided. California law is not binding or 

persuasive to the interpretation of the local bankruptcy rule. 

The second and third sentences of LBR 7016-2(a)(5) provide that a 

party is not bound by mediation unless a settlement is reached, and that if 

a settlement is reached, the settlement agreement must be in writing. E.D. 

Mich. LBR 7016-2(a)(5). Here, Deshikachar and Collins reached a 

settlement during mediation, and they complied with LBR 7016-2(a)(5) by 

reducing their settlement agreement to a signed writing containing all 

essential terms. Under these circumstances, there is no logical reason to 

preclude the settlement agreement from being placed into evidence. In 

fact, deeming the signed settlement agreement inadmissible would 

contradict the second and third provisions of E.D. Mich. LBR 7016-2(a)(5). 

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Thus, the term sheet constitutes a written settlement agreement that 

is admissible under LBR 7016-2(a)(5). 

C. Defective Assent Due to Duress, Undue Influence, 

Misrepresentation, and Mistake

 Deshikachar’s final argument, that the agreement is unenforceable 

because his assent was the product of duress, undue influence, 

misrepresentation, and/or mistake, fails for two reasons. 

 First, this argument is deemed waived because Deshikachar merely 

mentions it in conclusory fashion, failing to explain the elements of the 

underlying defenses or develop an argument in any meaningful way. See

McPherson v. Kelsey, 125 F.3d 989, 995-96 (6th Cir. 1997) (“[I]ssues 

adverted to in a perfunctory manner, unaccompanied by some effort at 

developed argumentation, are deemed waived. It is not sufficient for a 

party to mention a possible argument in the most skeletal way, leaving the 

court to ... put flesh on its bones.”) (citation and quotation marks omitted). 

Second, Deshikachar’s claims of duress, undue influence, 

misrepresentation, and mistake all rely on alleged statements the mediator 

and/or his counsel made to him during the January 30, 2015 mediation. 

[See R. 3, PgID 11-12]. These are the type of statements that are 

precluded from evidence by the Local Bankruptcy Rule, and Deshikachar 

fails to proffer any exception to the rule that would allow them to be 

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admitted. E.D. Mich. LBR 7016-2(a)(5) (“All proceedings and writings 

incident to the mediation shall be privileged and confidential, and shall not 

be reported or placed in evidence.”). 

For these reasons, Deshikachar’s argument that his agreement to the 

settlement was the product of duress, undue influence, misrepresentation, 

and/or mistake should be disallowed. 

V. CONCLUSION 

 Deshikachar was accused long ago during the state court 

proceedings of attempting to manipulate the system. Collins, 2012 WL 

1314142, at *1-*2. That observation remains apt, as he continues to 

unreasonably obstruct Collins’s ability to find closure from this nine-year-old 

case despite his agreements to the 2013 consent judgment and the 2015 

bankruptcy settlement. The Court views Deshikachar’s appeal as frivolous 

and contumacious, and RECOMMENDS AFFIRMING the decision of the 

Bankruptcy Court [R. 1, PgID 3-4] to enforce the settlement agreement. 

 s/Elizabeth A. Stafford 

 ELIZABETH A. STAFFORD 

 United States Magistrate Judge 

Dated: November 13, 2015 

NOTICE TO THE PARTIES REGARDING OBJECTIONS

Either party to this action may object to and seek review of this 

Report and Recommendation, but must act within fourteen days of service 

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of a copy hereof as provided for in 28 U.S.C. § 636(b)(1) and Fed. R. Civ. 

P. 72(b)(2). Failure to file specific objections constitutes a waiver of any 

further right of appeal. Thomas v. Arn, 474 U.S. 140 (1985); Howard v. 

Secretary of HHS, 932 F.2d 505 (6th Cir. 1991); United States v. Walters, 

638 F.2d 947 (6th Cir. 1981). Filing objections which raise some issues but 

fail to raise others with specificity will not preserve all objections that party 

might have to this Report and Recommendation. Willis v. Secretary of 

HHS, 931 F.2d 390, 401 (6th Cir. 1991); Smith v. Detroit Fed'n of Teachers 

Local 231, 829 F.2d 1370, 1373 (6th Cir. 1987). A copy of any objection 

must be served upon this Magistrate Judge. E.D. Mich. LR 72.1(d)(2).

 Each objection must be labeled as “Objection #1,” “Objection #2,” 

etc., and must specify precisely the provision of this Report and 

Recommendation to which it pertains. Not later than fourteen days after 

service of objections, the non-objecting party must file a response to 

the objections, specifically addressing each issue raised in the objections in 

the same order and labeled as “Response to Objection #1,” “Response to 

Objection #2,” etc. The response must be concise and proportionate in 

length and complexity to the objections, but there is otherwise no page 

limitation. 

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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 November 13, 2015. 

 s/Marlena Williams 

 MARLENA WILLIAMS 

 Case Manager 

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