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I.

BACKGROUND
On November 22, 2013, the Court determined that the appointment of a

receiver was necessary to marshal and preserve the assets of DMP and entered an
order appointing Jason S. Alloy (the Receiver) to serve as receiver for the DMP
estate. (November 22, 2013, Order [51] (the Receiver Order) 2). The Receiver
Order provides that the following proceedings . . . are stayed until further Order
of this Court:
All civil legal proceedings of any nature, including, but not limited to,
bankruptcy proceedings, arbitration proceedings, foreclosure actions, default
proceedings, or other actions of any nature involving: (a) the Receiver, in his
capacity as Receiver; (b) any Receivership Property, wherever located;
(c) the Receivership Defendant; or, (d) any of the Receivership Defendants
past or present officers, directors, managers, agents, or general or limited
partners sued for, or in connection with, any action taken by them while
acting in such capacity of any nature, whether as plaintiff, defendant,
third-party plaintiff, third-party defendant, or otherwise (such proceedings
are hereinafter referred to as Ancillary Proceedings).
(Receiver Order 24). The Receiver Order also provides: parties to any and all
Ancillary Proceedings are enjoined from commencing or continuing any such legal
proceeding, or from taking any action, in connection with any such proceeding,
including, but not limited to, the issuance or employment of process. (Id. 25).
The Receiver Order also restrains and enjoins all persons receiving notice
of this Order from directly or indirectly taking any action or causing any action
to be taken, without the express written agreement of the Receiver, which would:
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B.
Hinder, obstruct or otherwise interfere with the Receiver in the
performance of his duties; such prohibited actions include but are not
limited to, concealing, destroying or altering records or information
C.
Dissipate or otherwise diminish the value of any Receivership
Property; such prohibited actions include but are not limited to,
releasing claims or disposing, transferring, exchanging, assigning or
in any way conveying any Receivership Property, enforcing
judgments, assessments or claims against any Receivership Property
or any Receivership Defendant, attempting to modify, cancel,
terminate, call, extinguish, revoke or accelerate (the due date), of any
lease, loan, mortgage, indebtedness, security agreement or other
agreement executed by any Receivership Defendant or which
otherwise affects any Receivership Property; or,
D.
Interfere with or harass the Receiver, or interfere in any manner
with the exclusive jurisdiction of this Court over the Receivership
Estates.
(Id. at 21(B-D)).
On May 15, 2015, Mr. Baydoun sent a litigation hold letter to Detroit
Memorial Partners, David Shipper, Mark Morrow, and Midwest Memorial Group,
relating to a claim Mr. Baydoun was asserting on behalf of Mr. Abdul Charara and
Mr. Waad Charara (the Chararas). ([145.3] (the May 15th Letter)).4 The
claim related to the alleged wrongful burial of a person in a plot owned by the
Chararas (the Claim). (Id. at 1). The May 15th Letter was also sent to the

The May 15th Letter was admitted as an exhibit at the January 4, 2016,
Contempt Hearing.
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Receiver. (Id.). In discussing the Claim in the May 15th Letter, Mr. Baydoun
stated to DMP and its principals:
Common sense tells me that the viability of your business is now at
stake, and a quick resolution with both families was in your interest,
more than anyone else. As of yet, we have not received any
assurances that you will do anything, let alone the right thing by these
families and this community. I have assured everyone involved of my
intent to shame the cemetery, its management and owners in a very
public way until they do right by my clients and assure them that this
cannot happen ever again.
(Id.). Mr. Baydoun stated in the letter that he had hired two investigators to
investigate the controversies and allegations pertaining to the cemetery, and had
provided the investigators findings to the media. (Id. at 2). Mr. Baydoun also told
the recipients, including the Receiver, [y]ou all ought to be ashamed of
yourselves. (Id.).
Attached to the May 15th Letter were some of the documents purportedly
obtained during Mr. Baydouns investigation. On the page that preceded these
documents Mr. Baydoun wrote, by hand in large letters, taking up half a page, the
underlined statement:

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(Id. at 3).
On May 19, 2015, after the Receiver received the May 15th Letter, the
Receiver wrote to Mr. Baydoun, including in the letter a copy of the Receiver
Order. ([126.1] (the May 19th Letter)). In his letter, the Receiver stated that the
Receiver Order barred the commencement of civil proceedings against DMP.
(Id.).5

The Claim related to certain plots at a cemetery owned by Midwest


Memorial Group. DMP is a minority member of Midwest Memorial Group. It
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In e-mails between Mr. Baydoun and the Receiver on May 19, 2015 and
May 20, 2015, Mr. Baydoun acknowledged that he read the Receiver Order and
expressly stated to the Receiver that he would first seek leave of the Receiver
before any action was filed based on the Claim. ([126.2] (the May 2015
E-mails) at 5-6). Mr. Baydoun stated that he planned to name DMP, Mr. Morrow,
and Mr. Shipper as defendants in an action on the Claim, and he asked the
Receiver to provide information regarding whether Mr. Shipper had any role in
DMP. (Id.). The Receiver responded by telling Mr. Baydoun that the Receiver
would not consent to the filing of an action against DMP, Mr. Shipper, or
Mr. Morrow. (Id. at 4). The Receiver told Baydoun: If you or anyone else
violates the Court order, we will move for contempt. (Id.). In a follow-up e-mail,
the Receiver told Mr. Baydoun that the information he requested about
Mr. Shipper was not relevant to the Claim because DMP does not operate any
cemeteries and any individuals implicated in Mr. Baydouns planned litigation
were those employed by Midwest Memorial Group (MMG), and not DMP. (Id.
at 3). The Receiver stated that he remain[ed] very concerned that the allegations

does not operate or control the Midwest Memorial Group business, including its
cemeteries. (See May 19th Letter at 1). Actions against Midwest Memorial Group
are not barred by the Receiver Order. (Receiver Order 24).
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being made against DMP are way off base, frivolous, and being pursued for
illegitimate purposes. (Id.). Mr. Baydoun replied:
You should be very concerned. I am concerned that you seem to be
representing DMP as opposed to representing [the] courts interest in
the receivership estate as it relates to a potential claimant. Your
conclusion and decision to vigorously oppose any claims against
DMP is both premature and prejudicial. It may instead be time for
another capital call to settle our claims before the [Michigan]
attorney generally seizes all of the cemeteries again to protect the
consumers. Then your estate may be worthless.
(Id. at 2).
On August 6, 2015, Mr. Baydoun filed an action based on the Claim in the
Michigan State Court (the Michigan Action). (See [141.1] (the Michigan
Complaint)). The Michigan Complaint named DMP as an Unidentified Owner
(Believed to be Detroit Memorial Partners, LLC). (Michigan Compl. at 8). The
Michigan Complaint named Messrs. Shipper and Morrow as defendants. The
Michigan Complaint alleges that Mr. Shipper, as President and CEO of MMG and
an initial investor in DMP, caused the burials at issue in the Michigan Action. (Id.
50-54). The Michigan Complaint alleges that Mr. Morrow was an initial
investor in DMP, and DMPs managing member until May 2013. (Id. 55). The
Michigan Complaint alleges that Mr. Morrow mismanaged trust funds meant for
the daily operation of MMGs cemetery operations which was a direct cause of the
burials at issue in the Michigan Action. (Id. 56).
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On August 13, 2015, the Receiver filed his Contempt Motion against
Mr. Baydoun, Mr. Hicks, the Meridian Law Group (the Respondents), and the
Chararas.6 The Receiver alleged the Respondents knowingly violated the Receiver
Order by naming DMP, Mr. Shipper, and Mr. Morrow as defendants in the
Michigan Action, without first seeking leave of the Court. (Contempt Mot. at 3-4).
By doing so, the Receiver claimed the Respondents were in contempt of the
Receiver Order. The Receiver sought an award of attorneys fees for the cost of
pursing the Contempt Motion, an order requiring the Chararas to dismiss DMP,
Mr. Shipper, and Mr. Morrow from the Michigan Action, and any additional
penalties or sanctions the Court deemed appropriate. (Id. at 10).
On August 14, 2015, Mr. Baydoun wrote to the Receiver concerning the
filing of the Contempt Motion. ([145.2] at 57-63) (the August 14th Letter). In
this letter, Mr. Baydoun restated his intent to file a motion for leave to file a
complaint against DMP. (August 14th Letter at 1). Mr. Baydoun went on to
question the Receivers responsibilities to DMP and the receivership estate, and
questioned the Receivers authority and how the Receiver was performing his
responsibilities. (Id. at 2-7).

The Chararas did not respond to the Contempt Motion.


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On November 5, 2015, Mr. Baydoun dismissed Messrs. Shipper and


Morrow from the Michigan Action. ([141.4] at 1). Because DMP was never
served with the Michigan Complaint, DMP was dismissed from the Michigan
Action on November 6, 2015, by operation of the Michigan Court Rules. (Resp.
[141] at 2 n. 2).
On December 2, 2015, the Court ordered a hearing on the Contempt Motion
to be held on January 4, 2016. ([134]). On December 8, 2015, the Receiver told
Mr. Baydoun that he would withdraw the Contempt Motion if he: (i) dismissed
DMP from the Michigan Action; (ii) amended the Michigan Complaint to remove
references to Messrs. Shippers and Morrows roles with DMP; and (iii) paid all of
DMPs attorneys fees in relation to the Contempt Motion. (December 8, 2015,
E-mails [137.1] at 4). Mr. Baydoun responded by stating: I hope and trust the
Georgia weather will be more kind than you have been. (Id. at 3). Mr. Baydoun
alleged the Receiver was acting improperly, stating:
I trust you are preparing to be sued personally and publically. Please
consider this email notice that we intend to intervene in your case, file
a motion to disqualify the receiver, a motion for leave to sue the
defendants, and a motion for leave to sue you personally for abuse of
process if we are forced to travel to Georgia for an unnecessary
hearing on this Motion.
...
Please also take this as notice that my client may be filing a complaint
with the bar regarding your retaliatory conduct and the clear conflict

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of interest you have engaged in by acting both as attorney for the


defendant AND receiver for the court in the same matter.
...
I urge you, for the sake of all involved, and your professional
standing, to reconsider this approach.
(Id.). Mr. Baydoun still later asked the Receiver if he was engaging in
impermissible ex parte communication with the Court regarding this matter or do
those rules of conduct not apply to party DMPs attorney because he happens to
also be the Receiver. (Id. at 1).7
On December 21, 2015, the Respondents filed their Motion for Leave to File
a Response [139] to the Contempt Motion. On December 23, 2015, the Court
granted the Motion for Leave, and the Respondents filed their Response [141].
The Respondents argue that under Michigan Court Rules:
naming of a defendant unidentified owner is essentially a
placeholder for a defendant to be named later. (See MCR 2.201(D))
However, it does not actually name any person or any entity as a
defendant, and a motion to amend to add a defendant is still required
under [the Michigan Court Rules]. Therefore, even if the
unidentified owner relates to a specific individual or entity, they are
not placed in legal jeopardy, no summons has been created by the
court against that specific individual or entity, and no litigation has
been instituted against them.

Mr. Baydoun admitted at the hearing that he did not have any information
that ex parte communications had been held. (Tr. of Contempt Hearing at
84:21-23).
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(Resp. at 2 n.2). The Respondents argue that by identifying DMP only as an


unidentified owner, DMP was not a named defendant in the Michigan Action.
(Id.). The Respondents also argue that any violation of the Receiver Order was
cured by dismissing DMP, Mr. Shipper, and Mr. Morrow from the Michigan
Action.
The Respondents argue further that the Receiver Order bars only the
commencement of civil proceeding against DMPs past and present officers and
directors who are sued for, or in connection with, any action taken by them while
acting in such capacity. (Id. at 7-8). They assert that they named Mr. Shipper as a
defendant based on his involvement with MMG, and in his individual capacity, and
not based on his involvement with DMP. (Id. at 8). The Respondents argue that
Mr. Morrow was named as a defendant in his individual capacity and as an agent
and officer of MMG. The Respondents thus contend they did not violate the
Receiver Order. (Id. at 8-9).
On January 4, 2016, the Court held a hearing on the Contempt Motion (the
Contempt Hearing). Mr. Baydoun attended the hearing and Mr. Hicks, at his
request, participated by telephone. The Chararas, who live in Lebanon, did not
attend or otherwise participate in the hearing. The Receiver argued at the hearing
that the Respondents violated the injunction against filing suit against DMP and its

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former officers and directors, and violated the provisions of the Receiver Order
preventing anyone from hindering, obstructing, interfering, or harassing the
Receiver. (Tr. of Contempt Hearing at 5:5-20). The Receiver argued further that
Mr. Baydouns May 15th Letter was extortionate, that his other communications
with the Receiver were harassing, and that Mr. Baydoun, despite repeatedly stating
he was going to file a motion for leave in this Court in order to sue DMP,
Mr. Shipper, and Mr. Morrow, filed the Michigan Action without seeking leave.
The Receiver represented that the fees he incurred in connection with the
Contempt Motion were in excess of $28,000. (Id. at 29:8-10); ([145.2] at 136-54).
Mr. Baydoun testified at the Contempt Hearing. He admitted he did not file
a motion for leave to file the Michigan Action, but explained he identified DMP
only as an unidentified owner, which, under Michigan Court Rules, meant that
DMP was not technically a defendant in the Michigan Action. (E.g., id. at
64:14-17). Mr. Baydoun explained that his correspondence with the Receiver was
not meant to undermine the Receivers authority. (Id. at 65:23-67:1).
Mr. Baydoun testified he was not going to defend himself, and apologized for his
conduct, noting that it may have been brash and perhaps even a little . . . offensive
to Your Honor, and I apologize for that. (Id. at 68:12-18). Baydoun testified that

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everything he did was, to him, zealous advocacy and all [he] was trying to do was
advance [his] clients best interests. (Id. at 68:16-18).
Mr. Baydoun acknowledged that the Chararas were not provided with
copies of his correspondence with the Receiver. (Id. at 90:3-91:6). He also
acknowledged that Mr. Hicks did not draft any of the correspondence or
communications with the Receiver relevant to this case, except perhaps one
e-mail. (Id. at 35:3-6). Mr. Baydoun acknowledged that Mr. Hicks drafted the
Michigan Complaint, but under Mr. Baydouns authority and supervision. (Id. at
36:12-25). Mr. Baydoun approved and signed the pleading. (Id.). Mr. Baydoun
testified that neither Mr. Hicks nor the Chararas are responsible for any contempt
in which Mr. Baydoun may have engaged. (Id. at 82:9-12).
II.

DISCUSSION
A.

Legal Standard

To establish civil contempt, a movant must show by clear and convincing


evidence that: (1) the order allegedly violated was valid and lawful; (2) the order
was clear and unambiguous; and (3) the alleged violator had the ability to comply
with the order. Ga. Power Co. v. NLRB, 484 F.3d 1288, 1291 (11th Cir. 2007);
Riccard v. Prudential Ins. Co., 307 F.3d 1277, 1296 (11th Cir. 2002). The movant
bears the initial burden of producing evidence that establishes by clear and

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convincing evidence that the alleged contemnor violated the courts earlier order.
United States v. Roberts, 858 F.2d 698, 700-01 (11th Cir. 1988). If the movant
meets its required showing, the burden shifts to the alleged contemnor to produce
detailed evidence specifically explaining why he cannot comply with the order.
Id. at 701. A contemnor cannot merely assert an inability to comply with the
order, but must show that he has made in good faith all reasonable efforts to
comply. Id. (quoting United States v. Rizzo, 539 F.2d 458, 465 (5th Cir. 1976)).
An order of civil contempt may be issued to coerce the contemnor into
compliance and compensate the complainant for losses suffered. Mercer
v. Mitchell, 908 F.2d 763, 768 n.8 (11th Cir. 1990) (citing United States v. United
Mine Workers, 330 U.S. 258, 303-04 (1947)). District courts have broad
discretion in fashioning civil contempt sanctions. Howard Johnson
Co. v. Khimani, 892 F.2d 1512, 1519 (11th Cir. 1990). In cases of receivership, it
is well established that district courts have the authority to require that leave of
court be obtained before an action may be brought in which the principal of the
receiver property is involved or that involve the receivership property itself. See,
e.g., Liberte Capital Grp., LLC v. Capwill, 462 F.3d 543, 552 (6th Cir. 2006)
(citing In re Tyler, 149 U.S. 164, 182 (1893)); see also Wright, Miller & Marcus,
Federal Practice and Procedure: Civil 3d 2984, at 30.

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B.

Analysis

The Court first finds that the Chararas are not responsible for Mr. Baydouns
conduct in this case. The Chararas are not attorneys and they relied on
Mr. Baydoun who recommended that the Michigan Action be filed. They did not
know about the communications between Mr. Baydoun and the Receiver, and were
not aware of the Receiver Order. (Tr. of Contempt Hearing 90:3-91:6). The
Chararas did not willfully violate the Receiver Order, or hinder, obstruct, interfere,
or harass the Receiver. They cannot be held in contempt, and the contempt action
against them is dismissed.
The Court also finds that Mr. Hicks did not violate the Receiver Order and
did not participate in the communications between Mr. Baydoun and the Receiver.
Although he drafted the Michigan Complaint, he did so under Mr. Baydouns
supervision and direction. He did not sign the Michigan Complaint or cause it to
be filed. Mr. Hicks may have at some point suggested to Mr. Baydoun that his
correspondence with the Receiver went too far. (Tr. of Contempt Hearing at
83:2-13). Mr. Baydoun overruled any of the objections Mr. Hicks may have
expressed. (Id.). The only conduct at issue here is Mr. Baydouns filing of the
Michigan Action and his communications with the Receiver, conduct for which
Mr. Hicks is not responsible. Mr. Hicks is dismissed from this contempt action.

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To prove civil contempt, the Receiver must show, by clear and convincing
evidence, that: (1) the Receiver Order was valid and lawful; (2) it was clear and
unambiguous; and (3) that Mr. Baydoun had the ability to comply. See Ga. Power
Co., 484 F.3d at 1291. The Receiver also must show that Mr. Baydoun violated
the Receiver Order. Mr. Baydoun concedes that the Receiver Order is valid and
lawful and that he had the ability to comply with it. (Resp. at 5). Mr. Baydoun
disputes that the Receiver Order was clear and unambiguous. (Id. at 5-9). He also
disputes that he violated it and argues that, even if he did, he took sufficient
corrective steps to cure any alleged violation. (Id. at 5-11).
Paragraphs 24 and 25 of the Receiver Order are not ambiguous. Paragraph
24 plainly states that all civil legal proceedings of any nature involving DMP or its
past or present officers and directors are stayed. (Receiver Order 24). Paragraph
25 plainly provides that parties to Ancillary Proceedings are enjoined from
commencing or continuing any such legal proceeding, or from taking any action, in
connection with any such proceeding, including, but not limited to, the issuance or
employment of process. (Id. 25). Ancillary Proceedings are defined in the
Receiver Order as civil legal proceedings of any nature including those
involving . . . (c) the Receivership Defendant; or, (d) any of the Receivership
Defendants past or present officers, directors, managers, agents, or general or

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limited partners sued for, or in connection with, any action taken by them while
acting in such capacity of any nature . . . . (Receiver Order 24).
The Michigan Complaint named in its caption an Unidentified Owner,
Mr. Shipper, and Mr. Morrow as defendants. (Michigan Compl. at 1). The
Michigan Complaint later elaborated on the owner defendant by stating:
Unidentified Owner (Believed to be Detroit Memorial Partners, LLC). (Id. at 8).
The Michigan Complaint asserted specific allegations against DMP. (Id.
37-45). The complaint also alleged that DMP was an unidentified owner
until such point in time that Plaintiffs may name DMP as a Defendant directly.
(Id. 45). Mr. Baydoun argues that Michigan Court Rule 2.201(D) allows him to
name DMP as an unknown owner without placing DMP in legal jeopardy and
without actually commencing suit against DMP. (Resp. at 2 n.2).
Michigan Court Rule 2.201(D), entitled Unknown Parties; Procedure,
provides:
(1) Persons who are or may be interested in the subject matter of an
action, but whose names cannot be ascertained on diligent inquiry,
may be made parties by being described as: (a) unknown claimants;
(b) unknown owners; or (c) unknown heirs, devisees, or assignees of a
deceased person who may have been interested in the subject matter
of the action.
Mich. Ct. R. 2.201(D)(1) (emphasis added). Rule 2.201(D) allows for John Doe
pleadings when a plaintiff genuinely does not know the identity of the putative
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defendant. It allows a plaintiff to describe a party as an unknown owner only if


the partys name[] cannot be ascertained on diligent inquiry . . . . See id.8 DMP
was not unknown to Mr. Baydoun. Mr. Baydoun was well aware of DMPs name,
and its relationship to the Claim and its interest in the Michigan Action. Indeed, he
specifically identified, and made allegations against, DMP in the Michigan
Complaint.
By its plain terms, Rule 2.201(D) does not apply where, as here, the
unnamed owner was specifically known to Mr. Baydoun and he specifically
named DMP in the Michigan Complaint. All of the Michigan cases that discuss
Rule 2.201(D) involve true John Doe pleadings, where the identity of a putative
defendant is truly unknown at the time the complaint is filed. See, e.g., Thomas
v. Process Equip. Corp., 397 N.W.2d 224, 226 (Mich. Ct. App. 1986) (Plaintiffs
attempted to avoid the limitations bar by filing a John Doe complaint, i.e.,
naming no specific defendants, but instead referring to them as XYZ Corp., etc.
This type of complaint is authorized by [Rule 2.201(D)].).

Rule 2.201(D) provides further that a plaintiff that names an unidentified


owner as a defendant must state in the complaint the efforts made to identify and
locate [the unidentified party]. Mich. Ct. R. 2.201(D)(2). Mr. Baydoun did not
add this required information to the Michigan Complaint because he knew DMPs
identity. The requirement of Rule 2.201(D)(2) undercuts the concocted arguments
Mr. Baydoun offered at the Contempt Hearing.
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Mr. Baydoun testified at the Contempt Hearing that under the Michigan
Court Rules, one can refer to a John Doe or unidentified party with
particularity. (See Tr. of Contempt Hearing at 77:15-24). Mr. Baydoun
acknowledged that he had never seen it done as specifically has he had done, but
his understanding was that it was proper under Rule 2.201(D). (See id. at
77:25-78:4). The Court finds Mr. Baydouns stated belief that he was in
compliance with Rule 2.201(D) to be incredible, and unsupported by the plain
terms and clear purpose of Rule 2.201(D) to allow for true John Doe pleadings.
Mr. Baydoun violated the Receiver Order when he identified DMP and made
specific allegations against DMP, despite calling DMP an unidentified owner.9

The Court notes also that, even if an action was not commenced against
DMP, the Receiver Order prohibits more than just the commencement of a lawsuit
naming DMP as a party. It also stays any civil legal proceeding involving DMP.
(Receiver Order 24). The Michigan Complaint, which refers specifically to
DMP, was an action involving DMP. This involvement required DMP to
actively respond. Naming DMP as an unidentified owner, asserting specific
allegations against DMP in the Michigan Complaint, and providing the Receiver
with a copy of the Michigan Complaint, required the Receiver to respond to a
pleading in which DMP was specifically named and in which it was forecast that
DMP would eventually be required to respond as a party to the action. Naming
DMP as an unidentified defendant in the Michigan Complaint and stating that
DMP would be an Unidentified Owner, until such point in time that Plaintiffs
may name DMP as a Defendant directly, violated the Receiver Order and its
purpose. The Court concludes that identifying DMP in the Michigan Complaint
and making specific allegations against it violated the anti-commencement
provision of Paragraph 25.
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Even if the Receiver Order was not violated when DMP was named as an
unidentified owner,which the Court finds that it wasnaming Mr. Morrow as
a defendant also violated the Receiver Order.10 Mr. Baydoun identified
Mr. Morrow as an initial investor in DMP, and as DMPs managing member until
May 2013. (Michigan Compl. 55). Mr. Baydoun alleged that Mr. Morrow, as a
DMP principal, was able to unlawfully and fraudulently funneled funds away from
MMG, contributing to the misburial. (Id. 56). Mr. Baydoun alleged further that
Mr. Morrow is part of the SECs suit against DMP in this case. (Id. 57). The
Michigan Action was brought against Mr. Morrow in his capacity as an officer of
DMP. Naming Mr. Morrow in the Michigan Action based on actions taken as a
managing member of DMP violated Paragraph 25 of the Receiver Order.
Mr. Baydoun also violated Paragraph 21(B), and (D) of the Receiver Order.
Paragraph 21(B) restrains and enjoins all persons receiving notice of this Order
from directly or indirectly taking any action or causing any action to be taken,
without the express written agreement of the Receiver, which would [h]inder,
10

Regarding Mr. Shipper, Mr. Baydoun alleged that he, as President and CEO
of MMG, caused the misburials at issue in the Michigan Action. While
Mr. Baydoun also identified Mr. Shipper as an initial investor in DMP, it is clear
that the allegations in the Michigan Complaint are directed at his conduct as
President and CEO of MMG. (Michigan Compl. 50-54). Mr. Baydoun, thus,
did not name Mr. Shipper as a defendant in the Michigan Action because of his
association with DMP, but rather on account of his involvement with MMG.
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obstruct or otherwise interfere with the Receiver in the performance of his


duties . . . . (Receiver Order 21(B)). Paragraph 21(D) restrains and enjoins
people from interfering with or harass[ing] the Receiver, or interfer[ing] in any
manner with the exclusive jurisdiction of this Court over the Receivership Estates.
(Id. 21(D)).
Mr. Baydouns correspondence with the Receiver was harassing and
extortionate in nature, and hindered and interfered with the Receivers ability to
administer the receivership estate by forcing the Receiver to address
Mr. Baydouns baseless, inappropriate, and extortionate threats. Mr. Baydouns
first communication with the Receiver included the threat that Mr. Baydoun
intended to shame the cemetery, its management and owners in a very public way
until they do right by my clients and assure them that this cannot happen ever
again. (May 15th Letter at 1). The threat made to extract payment on the Claim
was extraordinary, and disturbing, conduct by a lawyer. After the Receiver
responded to this letter, Mr. Baydoun made even more direct and personal attacks
on the Receivers administration of the receivership estate. Mr. Baydoun attacked
the Receivers conduct as unethical, stating that Mr. Baydoun was:
concerned that you seem to be representing DMP as opposed to
representing [the] courts interest in the receivership estate as it relates
to a potential claimant. Your conclusion and decision to vigorously
oppose any claims against DMP is both premature and prejudicial. It
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may instead be time for another capital call to settle our claims
before the [Michigan] attorney generally seizes all of the cemeteries
again to protect the consumers. Then your estate may be worthless.
(May 2015 E-mails at 2). The Court has specifically approved the payment of
estate funds to make capital calls for DMP to preserve its ownership interest in
MMG. Mr. Baydouns demand that the Receiver make a capital call to pay the
Claim so the Receiver can avoid the depletion of DMP assets that Mr. Baydoun
would cause to occur is unquestionably harassing, intimidating, and improper
conduct engaged in to extract payment of the Claim.
After the Contempt Motion was filed, Mr. Baydoun continued to ratchet up
his improper and contemptuous conduct, including by writing to the Receiver,
stating: I trust you are preparing to be sued personally and publically.
(December 8, 2015, E-mails at 3). Mr. Baydoun stated that his client may be
filing a complaint with the bar regarding your retaliatory conduct and the clear
conflict of interest you have engaged in . . . . (Id.).11 Mr. Baydoun urged the
Receiver for the sake of all involved, and your professional standing, to
reconsider this approach. (Id.).
Mr. Baydouns conduct in this case caused the Receiver to spend time and
resources to respond to the filing of the Michigan Complaint and to address
11

It is doubtful Mr. Baydoun ever discussed the filing of a bar complaint with
the Chararas.
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Mr. Baydouns conduct aimed to hinder, obstruct, interfere and harass the
Receiver, all motivated to extract payment on the Claim asserted by Mr. Baydoun.
The time and effort required by the Receiver to address threats to shame DMP
into compliance with Mr. Baydouns demands, and his suggestion that DMP have
another capital call to address his clients claims is, quite simply, extortionate in
nature and adversely impacted the administration of the receivership estate.
The Receiver Order was unambiguous that harassing the Receiver or
otherwise hindering or interfering with his performance of his duties violates the
Receiver Order. Mr. Baydouns conduct was harassing in nature, and hindered and
interfered with the Receivers performance of his duties and responsibilities to the
receivership estate. Mr. Baydouns conduct practically, effectively, and
intentionally violated Paragraphs 21(B) and (D) of the Receiver Order.
Mr. Baydouns testimony at the Contempt Hearing that everything he did
was, to him, zealous advocacy and all [he] was trying to do was advance [his]
clients best interests,12 is not credible. The nature and content of his
communications with the Receiver, both before and after the Contempt Motion
was filed, when read in isolation and the aggregate, show that his purpose was to
exert leverage to extract payment from the Receiver to resolve the Claim.
12

(Tr. of Contempt Hearing at 68:16-18).


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Mr. Baydouns testimony at the Contempt Hearing was calculated to disguise the
purpose behind filing the Michigan Action and harassing and interfering the
Receiver in the performance of his duties under the Receiver Order. As the Court
noted at the Contempt Hearing, the tone and rhetoric of Mr. Baydouns
communications, and the dispersions that he cast on another attorney and his client
were extraordinary, and disappointing. Mr. Baydouns conduct went far beyond
zealous advocacy, and became contemptuous when Mr. Baydoun personally
attacked and harassed the Receiver in an attempt to extract payment on the Claim.
Having found that Mr. Baydouns conduct violated the terms of the Receiver
Order, which Mr. Baydoun conceded was valid and lawful, the Court further finds
that the Receiver proved by clear and convincing evidence that Mr. Baydoun
engaged in civil contempt of the Receiver Order. See, e.g., Ga. Power Co.,
484 F.3d at 1291; Roberts, 858 F.2d at 700-01. The Court finds further, based on
the evidence presented at the January 4, 2016, hearing, that Mr. Baydoun did not
prove that he made a good faith effort to comply with the Receiver Order. See
Roberts, 858 F.2d at 701.13 To the contrary, the Court finds that Mr. Baydoun
13

Mr. Baydoun argues that he has cured any violation of the Receiver Order
by dismissing DMP and Messrs. Shipper and Morrow from the Michigan Action.
The cure of this violation does not address his conduct that violated the Receiver
Order and the claimed corrective action did not cure the evasive, harassing,
and interfering conduct in which he also engaged. The later conduct caused the
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engaged in his contemptuous conduct to seek to coerce the Receiver to pay to settle
the Claim.
An order of civil contempt may be issued to force the defendant into
compliance and compensate the complainant for losses suffered. E.g., Mercer,
908 F.2d at 768 n.8. DMP and Mr. Morrow were dismissed from the Michigan
Action, and action is not necessary to require Mr. Baydoun to comply with the
anti-commencement provision of Paragraph 25. The Receiver, however, also
suffered loss in the form of attorneys fees and expenses required to address
Mr. Baydouns interfering and harassing conduct and to prepare and file the
Contempt Motion. At the Contempt Hearing, the Court noted that Mr. Baydoun
had not had a chance to review the attorneys fees request made by the Receiver at
the Contempt Hearing. The Court stated that it would allow Mr. Baydoun to
respond to the request for fees and would decide later whether the Court needed
further evidence regarding the fees. (Tr. of Contempt Hearing at 96:10-18).

Receiver to incur attorneys fees, including by having to file the Contempt Motion.
Simply put, curing the violation after the fact does not negate the harm
Mr. Baydouns contemptuous conduct caused. That Mr. Baydoun waited until
three months after the Contempt Motion was filed to dismiss Mr. Morrow and
DMP from the Michigan Action forced the Receiver to continue to spend time and
resources on this matter even after filing the Contempt Motion, negating any
curative value his dismissal of DMP and Mr. Morrow may have caused.
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An award to the Receiver of his reasonable attorneys fees is appropriate in


this case. Attorneys fees will be awarded for any legal fees incurred to respond to
Mr. Baydouns interfering and harassing communications during the period
May 15, 2015, to December 8, 2015, and to file and prosecute the Receivers
Contempt Motion, including the fees incurred to prepare for and attend the
Contempt Hearing. The Court requires the Receiver to detail the attorneys fees he
incurred to respond to Mr. Baydouns communications and to prosecute his
Contempt Motion. The submission shall include a description of each service
performed by each time keeper, the time required to perform each service, and the
billing rate of the person who performed the service. This submission shall be
filed on or before March 4, 2016. Mr. Baydoun should file, on or before
March 18, 2016, his objections to the attorneys fees claimed.14

14

The Court notes that the parties, in seeking to resolve this matter amicably,
had submitted proposed orders that required the payment of a reduced amount of
attorneys fees, though the parties did not come to a complete agreement on the
specific amount. In lieu of further briefing on this matter, the parties are welcome
to negotiate an agreed upon amount of attorneys fees which Mr. Baydoun
should be required to pay to the Receiver. If the parties reach such an agreement,
they should notify the Court and submit a proposed consent order.
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III.

CONCLUSION
For the foregoing reasons,
IT IS HEREBY ORDERED that Detroit Memorial Partner, LLCs Motion

for Contempt Against Non-Parties Tarek M. Baydoun, Jeffrey R. Hicks, the


Meridian Law Group, Abdul K. Charara, and Waad Charara [126] is GRANTED
IN PART and DENIED IN PART. It is GRANTED with respect to Mr. Tarek
Baydoun. It is DENIED with respect to Mr. Jeffrey Hicks, Mr. Abdul Charara,
Mr. Waad Charara, and the Meridian Law Group.15
IT IS FURTHER ORDERED that the Receiver is entitled to an award of
attorneys fees that he would not otherwise have incurred in this action but for
Mr. Baydouns contempt. The Court requires the Receiver to detail the attorneys
fees he incurred to respond to Mr. Baydouns communications and to prosecute his
Contempt Motion. The submission shall include a description of each service
performed by each time keeper, the time required to perform each service, and the
billing rate of the person who performed the service. This submission shall be
filed on or before March 4, 2016. Mr. Baydoun should file, on or before
March 18, 2016, his objections to the attorneys fees claimed.

15

Because there was no testimony or evidence submitted regarding why the


Meridian Law Group, as an entity, is liable to the Receiver, the Court concludes
that only Mr. Baydoun should be held personally responsible for his conduct.
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IT IS FURTHER ORDERED that the Non-Parties Motion for Extension


of Time to Respond [129] is DENIED AS MOOT.

SO ORDERED this 11th day of February, 2016.

_______________________________
WILLIAM S. DUFFEY, JR.
UNITED STATES DISTRICT JUDGE

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