Request to clarify a judgment entered after arbitration; Grounds allowing entry of a judgment deviating from an arbitration award; Effect of obtaining a certificate of withdrawal from the Department of Licensing & Regulatory Affairs; MCL 450.5008(i), (g), & (j); Long Mfg Co, Inc v Wright-Way Farm Serv, Inc; Penalties for a foreign limited liability company (LLC) transacting business in Michigan without a certificate of authority; MCL 450.5007; Agency; Identity of the parties to the arbitration agreement; Changing the name of the party against whom a judgment was entered; MCL 600.2301; The doctrine of misnomer; Entry of a final order closing the case before a foreclosure sale; MCL 570.1121

The court held that plaintiff-TSP did not establish grounds allowing the trial court to enter a judgment deviating from an underlying arbitration award. Further, it rejected TSP’s contention that “the trial court had the authority to change the name of the party against whom the judgment was entered under the doctrine of misnomer or under MCL 600.2301.” Finally, as the trial court did not enter an order of foreclosure, it did not err in determining that its order deciding the parties’ cross-motions for summary disposition as to TSP’s request to clarify the judgment entered after arbitration was a final order closing the case. Defendants-DW-National Standard and National-Standard are Delaware LLCs owned by the same parent. DW-National Standard owned and operated a plant on the property where TSP performed demolition work. The trial court found “there were no errors on the face of the arbitrator’s award, and it entered judgment on the award without including TSP’s desired language, i.e., to specify that the judgment was against DW-National Standard” not National-Standard. While TSP emphasized “that National-Standard withdrew its right to conduct business in this state before the events at issue[,]” the court determined that it placed “far too much weight on National-Standard’s filing of a certificate of withdrawal.” The court concluded that “the undisputed evidence showed that National-Standard owned the real property at issue as the successor to National-Standard Company and that DW-National Standard had no interest in the real property.” It additionally found that “even if National-Standard were required to have a current certificate of authority to execute a contract with TSP, the fact that it did not have a valid certificate does not establish that the actual party to the underlying agreement must have been DW-National Standard rather than National-Standard.” The civil penalties the Legislature has provided for a foreign LLC transacting business in Michigan without a certificate of authority notably “do not include that any agreement entered into by the foreign entity shall be deemed void or even voidable on that basis[.]” The court determined that “the arbitrator arbitrated a dispute between TSP and National-Standard, which was the entity that owned the real property for which TSP contracted to provide remediation and demolition services.” Affirmed.