NOT RECOMMENDED FOR PUBLICATION File Name: 26a0265n.06
Case Nos. 25-1883/1957/1958
UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT
JPMORGAN CHASE BANK, N.A., ) FILED ) Jun 15, 2026 Plaintiff, KELLY L. STEPHENS, Clerk ) ALTER DOMUS (US) LLC, ) ) Plaintiff - Appellant (25-1883), ) ON APPEAL FROM THE UNITED Plaintiff - Appellee (25-1957/1958), ) STATES DISTRICT COURT FOR v. ) THE EASTERN DISTRICT OF ) MICHIGAN LARRY J. WINGET, ) Defendant - Appellee (25-1883), ) OPINION Defendant - Appellant (25-1957/1958), ) ) LARRY J. WINGET LIVING TRUST, ) Defendant - Appellee (25-1883), ) Defendant - Appellant (25-1958). ) )
Before: SUTTON, Chief Judge; BATCHELDER, and THAPAR, Circuit Judges.
THAPAR, J., delivered the opinion of the court in which SUTTON, C.J., and BATCHELDER, J., concurred. BATCHELDER, J. (pg. 20), delivered a separate concurring opinion.
THAPAR, Circuit Judge. In 2022, we concluded our ninth opinion on the decades-long
litigation between Alter Domus and Larry J. Winget and his trust with the “hope this marks the
final chapter” in “the story that never ends.” JPMorgan Chase Bank, N.A. v. Winget, No. 21-1568,
2022 WL 2389287, at *11 (6th Cir. July 1, 2022). It did not. Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
Four years and a few opinions later, we’re faced with another three appeals about the
execution of a $750 million judgment against Winget and his trust after his companies defaulted
on a loan. Winget argues that Alter Domus lacked standing to secure the judgment and contests
an order holding him in civil contempt. Alter Domus, in turn, challenges the judicial sale of trust
assets to satisfy the judgment, arguing that the sale allowed Winget, the sole bidder, to purchase
the assets for mere pennies on the dollar.
Once again, we find that Winget must pay up. We thus affirm the district court’s denial of
Winget’s motion to set aside the judgment, affirm its grant of Alter Domus’s motion to renew the
judgment, affirm the contempt order, and reverse its confirmation of the judicial sale.
I.
In 2002, one of Larry J. Winget’s companies defaulted on a $450 million loan from a group
of banks (the Lenders). That default triggered an acceleration clause in Winget’s loan agreement.
But the Lenders agreed to hold off accelerating the timeline for collection in exchange for Winget
putting up new collateral.
Winget then entered a guaranty agreement (Guaranty) with the Administrative Agent
representing the Lenders. Under the Guaranty, Winget partially secured the outstanding debt by
pledging ownership interests in several of his companies if he defaulted. Winget held those
ownership interests—and almost all his other assets—in the Larry J. Winget Living Trust, a
revocable trust that he managed as the sole trustee and beneficiary. The Guaranty capped Winget’s
personal liability at $50 million but didn’t limit the Trust’s liability.
Winget’s companies later filed for bankruptcy, which constituted default. So the Lenders
demanded that Winget and the Trust pay them the outstanding debt in collateral, plus interest. That
now amounts to over $750 million. In 2015, we confirmed that the Trust’s liability under the
-2- Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
Guaranty wasn’t capped and directed the district court to enter judgment in favor of the Agent.
JPMorgan Chase Bank, N.A. v. Winget, 602 F. App’x 246, 258–59 (6th Cir. 2015).
While that appeal was pending, Winget revoked the Trust (unbeknownst to the Agent or
the court). He then argued that the Agent had no recourse to recover from the Trust. The Agent
claimed that the revocation of the Trust was a fraudulent transfer. The district court agreed and
granted the Agent judgment on the pleadings. Winget then reinstated the Trust. But before he did
so, Winget caused a company previously held in the Trust to distribute over $100 million dollars
in cash and promissory notes to him and a specialty trust. So the Agent sued for unjust enrichment,
and the district court granted summary judgment in its favor. Then, in 2021, the district court
entered a final judgment on the Agent’s fraudulent-transfer and unjust-enrichment claims, which
we largely affirmed. Winget, 2022 WL 2389287, at *2, *5, *9.
The parties now take issue with three of the district court’s recent orders. We address each
in turn.
II.
First, Winget challenges the district court’s denial of his motion to vacate the 2021
judgment and grant of Alter Domus’s motion to renew the 2015 judgment against him. He argues
that Alter Domus doesn’t have standing. But he’s wrong.
A.
To understand Winget’s standing argument, wind the clock back to the beginning of this
saga. In 1999, when Winget accepted the loan, the Lenders designated an Agent to represent them.
The original documents named First National Bank of Chicago, one of the Lenders, as the Agent.
First National then went through a series of mergers culminating in one with JPMorgan Chase
-3- Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
Bank. After that merger, Chase dutifully fulfilled the responsibilities of the Agent for nearly two
decades.
But as collection dragged on, Chase decided to step back from its role as the Agent. In
2021, Chase invoked its right to “resign at any time by giving written notice” and “appoint a
successor” as the Agent. R. 23-2, Pg. ID 743. Chase appointed Alter Domus (US) LLC to
represent the Lenders. Alter Domus has never lent Winget money and isn’t a party to the original
loan documents.
Chase and Alter Domus formalized the handoff with a detailed transfer agreement. That
agreement “vested [Alter Domus] with all the rights, powers, privileges and duties of the
Administrative Agent under the Primary Credit Agreement and the Loan Documents.” R. 1212-
2, Pg. ID 35379. After the transfer, Alter Domus became entitled to “execute and deliver such
further instruments and take such further actions reasonably requested by [the Lenders]” to
perform the responsibilities of the Agent. Id. The agreement further confirmed that “all
references” to the Agent in the credit and loan documents would “mean and refer to Alter Domus.”
Id. at 35379–80. In short, Chase “assign[ed]” its responsibilities as the Agent and Alter Domus
“assume[d]” them. Id. at 35378.
Chase told Winget about the substitution. When Winget didn’t object, Chase filed an
unopposed motion to substitute Alter Domus as a party to this litigation, which the district court
granted. See Fed. R. Civ. P. 25(c). Since then, Alter Domus has represented the Lenders as the
Agent, listed itself as the named plaintiff on all legal filings, and appeared repeatedly before the
court as the Agent. Crucially, the substitution became final just in time for the district court to
enter a judgment in Alter Domus’s favor on the long-running unjust-enrichment and fraudulent-
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conveyance claims against Winget. For its own part, Chase remained involved in the litigation
only in its capacity as a lender.
Winget first objected to Alter Domus’s status as the Agent in 2025. During a bench trial
in a related case, one of Alter Domus’s representatives testified that Alter Domus was “a third-
party administrative agent, meaning that [it doesn’t] have a financial stake” in the litigation.
Transcript of Bench Trial—Volume 1 at 130–31, Alter Domus (US) LLC v. Winget, No. 2:23-cv-
10458 (E.D. Mich. Feb. 19, 2025), Dkt. No. 267. Based on that representation, Winget believed
that Alter Domus never had standing to secure a judgment against him because it hadn’t suffered
an injury in fact. So Winget moved to vacate the 2021 judgment. See Fed. R. Civ. P. 60(b)(4).
While that motion was pending, Alter Domus moved to renew the decade-old judgment against
Winget because he still hadn’t paid up. See Fed. R. Civ. P. 69(a); Mich. Comp. Laws
§ 600.5809(3). Winget opposed that motion, arguing that Alter Domus lacked standing to renew
the 2015 judgment too.
The district court denied Winget’s motion to vacate the 2021 judgment and granted Alter
Domus’s motion to renew the 2015 judgment, and Winget timely appealed that order.
B.
We must first decide whether Alter Domus has standing to execute the 2015 and 2021
judgments. It does.
Winget’s breach of the Guaranty injured Alter Domus, and that injury was redressable by
our judgments requiring Winget to pay up. In the Guaranty, Winget agreed to pay the Agent—
and only the Agent—if he defaulted. When Alter Domus became the Agent, it also became the
sole counterparty to that agreement. After Winget defaulted, the Agent was injured because it
didn’t get the money he had promised to pay it in the Guaranty. See TransUnion LLC v. Ramirez,
-5- Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
594 U.S. 413, 425 (2021). And courts could provide effectual relief by ordering Winget to repay
the Agent for the amount he guaranteed. Because the Agent was injured by Winget’s breach, Alter
Domus had standing to secure the 2021 judgment and renew the 2015 judgment.
Winget brings two primary arguments in response. First, he argues that the Agent must
have some financial stake in the litigation beyond its breach-of-contract claim to have Article III
standing. Winget contends that Chase had standing as the Agent to initiate the lawsuit because it
was also a jilted lender that stood to benefit from a favorable judgment. But Alter Domus, an
alternative asset manager, never lent Winget money and thus wouldn’t receive a payout from the
successful execution of the judgment. Transcript of Bench Trial—Volume 1, supra, at 131
(explaining Alter Domus had no “financial stake” in the lawsuit). Instead, Alter Domus would
simply pass along that money to the injured Lenders.
But the Supreme Court has squarely rejected this theory. See Sprint Commc’ns Co. v.
APCC Servs., Inc., 554 U.S. 269 (2008). In Sprint, payphone operators assigned their claims for
compensation against telecommunications providers to a group of aggregators. Id. at 272. Based
on history and tradition, the Court found that the aggregators had standing even if they later passed
on their recovery to the operators. Id. at 274–75. So just like the payphone operators, the Lenders
may allow Alter Domus to diligently pursue recovery and pass it along to them. Receiving the
judgment makes the Agent whole after Winget’s breach, regardless of whether Alter Domus
“remit[s] the litigation proceeds to the [Lenders], donate[s] them to charity, or use[s] them to build
new corporate headquarters.” Id. at 287; see Cortlandt St. Recovery Corp. v. Hellas Telecomms.,
S.a.r.l, 790 F.3d 411, 420 (2d Cir. 2015). That means Alter Domus’s plan to pass the proceeds of
the judgment along to the Lenders doesn’t affect its standing to pursue the judgment in the first
place.
-6- Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
Second, Winget argues that Chase’s assignment of the Agent’s contractual responsibilities
to Alter Domus was faulty. But it wasn’t. Under Michigan law, contractual assignment requires
both the assignor and assignee to manifest an intent to transfer obligations. See Burkhardt v.
Bailey, 680 N.W.2d 453, 463 (Mich. Ct. App. 2004). Chase and Alter Domus expressed such
mutual intent when they signed an agreement under which Chase “assign[ed]” its interest to Alter
Domus and Alter Domus “assume[d]” that interest.” R. 1212-2, Pg. ID 35378. Alter Domus then
became vested with “all the rights, powers, privileges and duties of the Administrative Agent”
under the loan document. Id. at 35379.
Winget replies that Chase never assigned its obligations to Alter Domus “lock, stock and
barrel” because it didn’t transfer its claims as a Lender alongside the role of Agent. Winget 25-
1957/1958 Br. at 22–25 (“[T]he Lender’s ‘injuries’ were not assigned to Alter Domus.”). But
that’s irrelevant. The Administrative Agent was the sole counterparty to the Guaranty with rights
and privileges linked to its status as a signatory. To transfer that interest, Chase just needed to
hand off all its rights and privileges as the Agent to Alter Domus. Chase unequivocally did so.
But Chase never needed to transfer other interests from other lending documents alongside its
responsibilities as the Agent. That’s particularly clear here because the credit agreement that
originally created the role of Agent contemplated that a non-Lender could pursue remedies for
breach. See R. 23-2, Pg. ID 742 (outlining the Agent’s rights only “[i]n the event the
Administrative Agent is a Lender”). So Chase never needed to hand off its financial stake as a
Lender to assign all its rights and interests as the Agent to Alter Domus.
Because Alter Domus has standing, Winget’s efforts to set aside the 2015 and 2021
judgments as void and contest Alter Domus’s renewal of the 2015 judgment fail. Start with
voidness. A district court may relieve a party from a final judgment if that “judgment is void”
-7- Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
because the court lacked even an “arguable basis for jurisdiction.” Fed. R. Civ. P. 60(b)(4); In re
G.A.D., Inc., 340 F.3d 331, 336 (6th Cir. 2003) (quotation omitted); see United Student Aid Funds,
Inc. v. Espinosa, 559 U.S. 260, 271 (2010); see also G.A.D., 340 F.3d at 336 (requiring a standing
defect “so glaring as to constitute a total want of jurisdiction” (cleaned up)). Alter Domus doesn’t
just have an “arguable basis” for standing—it has standing, plain and simple. So there’s no reason
to overturn a valid judgment that has long been enforceable.
Turn to renewal. Because no federal statute applies, we adopt the procedures of the forum
state—here, Michigan—for enforcing judgments. Fed. R. Civ. P. 69(a)(1). Michigan requires “an
action founded upon a judgment” to be brought within 10 years. Mich. Comp. Laws
§ 600.5809(3). But parties may extend a valid and enforceable judgment “indefinitely by filing
renewal actions.” Consol. Rail Corp. v. Yashinsky, 170 F.3d 591, 595 (6th Cir. 1999). Alter
Domus timely requested to renew the judgment before it expired. See Van Reken v. Darden, Neef
& Heitsch, 674 N.W.2d 731, 735 (Mich. Ct. App. 2003). And none of Winget’s arguments about
Alter Domus’s standing shows that the judgment is invalid or unenforceable. So the district court
properly granted Alter Domus’s motion to renew the judgment.
In sum, the Agent—the only counterparty to the Guaranty—has standing to recover losses
from Winget’s breach of that contract. Because Chase assigned the role of Agent to Alter Domus,
Alter Domus has standing to pursue recovery.
III.
Winget also challenges the district court’s order holding him in contempt for failing to turn
over a $20 million payment.
-8- Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
Recall that while a prior appeal was pending, Winget revoked the Trust without informing
the Agent. During that “Revocation Period,” JVIS-USA LLC (JVIS-USA)—a subsidiary formerly
held by the Trust—distributed $150 million in promissory notes and cash to Winget and a specialty
trust.
The district court ultimately determined these actions constituted a fraudulent conveyance.
In response, Winget reinstated the Trust. The Agent then began the lengthy process of unwinding
the actions Winget took during the Revocation Period. As part of that process, the Agent
discovered that JVIS-USA had made a payment on the promissory notes worth $22.5 million.
In 2021, the district court agreed that this payment unjustly enriched Winget. So it imposed
a constructive trust on the notes. The constructive trust extended to the “$22.5 million payment,
plus any other payments made to Winget on account of the promissory notes.” R. 986, Pg. ID
31897 (emphasis added). The court also ordered Winget to turn over to the Agent any “amounts
paid on the promissory notes, including the $22.5 million payment.” Id. After we resolved
Winget’s appeal of that order, he handed over the $22.5 million but continued to contest the
repayment of the principal remaining on the notes.
But something wasn’t adding up. Winget maintained that the balance on the notes’
principal was $22.5 million lower than the Agent’s figure. Based on that missing sum, the Agent
began to suspect that Winget had caused JVIS-USA to make a second undisclosed payment of
$22.5 million on the notes after reinstating the Trust. Stitching together JVIS-USA’s tax returns
and disclosures from parallel litigation, the Agent discovered that JVIS-USA had made a $2.5
million payment to Winget in 2017 and a $20 million payment to one of Winget’s companies—
-9- Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
JVIS Investments, LLC—in 2018. Instead of denying that JVIS-USA made the payments, Winget
insisted that the Agent failed to diligently examine JVIS-USA’s tax filings when requesting relief.
The Agent then asked the district court to hold Winget in contempt. The district court
agreed to hold Winget in contempt for failing to repay the $2.5 million he pocketed in 2017. But
the district court requested additional factfinding to confirm whether the $20 million payment to
JVIS Investments constituted a payment “to Winget” on the notes.
After a trial, the district court concluded that the $20 million payment was covered by its
turnover order. Winget’s employees testified that Winget owned and controlled “100 percent” of
JVIS Investments. Transcript of Bench Trial—Volume 1, supra, at 163. He viewed it as a “central
cash management company” that would “take in funds and then utilize them for other purposes.”
Id. The primary other purpose? Using the company’s coffers as Winget’s own “bank
account . . . for tax purposes.” Id. The testimony also revealed that the $20 million payment was
allocated “100 percent . . . to Mr. Winget” and was considered “a loan repayment” on the
promissory notes. Id. at 160, 166. Based on this testimony, the district court concluded that the
$20 million consisted of “payments made to Winget on account of the promissory notes.” R. 1240,
Pg. ID 36037 (emphasis omitted). So those payments were subject to the court’s turnover order.
Because Winget didn’t turn over those payments, the district court held him in civil
contempt. But it told Winget he could purge his contempt by paying the $20 million. Winget
instead appealed.
To prevail on its contempt motion, the Agent needed to show by clear and convincing
evidence that Winget “violated a definite and specific order of the court requiring [him] to perform
or refrain from performing a particular act.” Rolex Watch U.S.A., Inc. v. Crowley, 74 F.3d 716,
- 10 - Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
720 (6th Cir. 1996) (quotation omitted). We review the district court’s contempt finding for abuse
of discretion. Id. The district court didn’t abuse its discretion here when it held Winget in
contempt.
First, the Agent proved by clear and convincing evidence that Winget violated a “definite
and specific” order compelling action. Id. (quotation omitted). The district court required Winget
to turn over all “amounts paid on the promissory notes” to the Agent. R. 986, Pg. ID 31897 . This
included the $20 million paid to JVIS Investments, which Winget owned and controlled. Indeed,
once the money was sent to JVIS Investments, it allocated the money to Winget and treated those
funds as a “loan repayment.” Transcript of Bench Trial—Volume 1, supra, at 166. In other words,
the money passed straight through the company into Winget’s pocket—just like the $2.5 million.
The district court thus properly concluded Winget violated its order by refusing to hand over the
$20 million.
In response, Winget asserts that the district court turned to contempt “as a first resort.”
Winget 25-1957/1957 Br. at 34 (quotation omitted). But the opposite is true. The district court
held him in contempt only after the parties conducted extensive factfinding. Far from resorting to
its contempt powers immediately, the district court clarified that the $20 million fell within the
order, warned Winget that contempt was a possibility, and told him how to lift the contempt order
once imposed. Ultimately, the district court thoroughly investigated Winget’s noncompliance and
still didn’t impose contempt until over four years after Winget failed to pay the Agent.
Second, Winget argues that the $20 million wasn’t subject to the turnover order because
only payments made during the Revocation Period unjustly enriched him. But Winget
misunderstands the remedy for unjust enrichment. The goal of relief “is not to compensate for an
injury . . . but to return to the plaintiff the benefit that ‘unjustly enriched’ the defendant.” Winget,
- 11 - Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
2022 WL 2389287, at *6. So Winget needed to return to the Agent any value he wrongfully
received from the promissory notes—not just value he received during the Revocation Period.
That included the subsequent payments on the notes, regardless of their timing. And that means
the $20 million was subject to the turnover order.
Finally, Winget argues that the turnover order doesn’t apply to the $20 million because
those payments covered taxes that Trust-held companies owed. For starters, as the district court
stated, it seems “improbable” that Winget used the distributions to pay the companies’ taxes.
R. 1188, Pg. ID 34741. But even if he did, the notes don’t specify that the payments were
earmarked to pay the companies’ taxes. And the notes themselves exclude all “conditions or
understandings” for the payments that aren’t included in the notes’ terms. R. 926-26, Pg. ID
30460; R. 926-27, Pg. ID 30465. As we’ve explained, “we can’t look beyond the four corners of
the notes” to consider whether the notes eventually helped fulfil the companies’ debts, fund their
operations, or pay their taxes. Winget, 2022 WL 2389287, at *7. Because the turnover order
applied to any amounts paid on the notes, Winget’s alleged secondary uses for the payments don’t
affect his obligation to hand the money over to the Agent.
In sum, the district court didn’t abuse its discretion by holding Winget in contempt for
failing to repay the $20 million covered by the turnover order.
IV.
Finally, we consider Alter Domus’s objections to the judicial auction of the Trust’s assets.
After we affirmed the judgment against Winget and the Trust, the district court organized
a public sale of the corporate assets held in the Trust. Those assets included corporate stock from
PIM Management Company (PIM)—the Trust’s largest asset—as well as Venture Sales and
- 12 - Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
Engineering Corp., VIMCO Corporation, Oakland Land Company, and two golf-course
developments. The Agent requested to either enter a cash bid or submit increments of its
outstanding judgment as its bid for the assets, a process commonly used during bankruptcy asset
sales. See 11 U.S.C. § 363(k). A special master recommended that the district court adopt the
Agent’s credit-bidding mechanism.
But the district court departed from that recommendation by imposing two new bidding
restrictions. First, the auctioneer could “not accept any credit bid or aggregate bid that has a credit
component unless it is in the full amount of the judgment that remains outstanding.” R. 1103, Pg.
ID 33659. Second, the auctioneer could not “accept any individual bid by a creditor of [the Trust]
represented by the Agent, or a joint bid in which such a creditor participates, unless it is in the full
amount of the judgment that remains outstanding.” Id. Together, those conditions limited the
creditors to bidding either the full amount of the judgment or nothing at all, regardless of the actual
value of the assets.
Before the auction, the Agent retained Angle Advisors to value the assets and market them
to potential bidders. Angle prepared an initial fact sheet based on limited disclosures and public
information about the Trust. In response, seven potential bidders requested a Confidential
Information Presentation (CIP) about the companies’ control structures and revenues. But instead
of agreeing to Angle’s proposed CIP, Winget threatened to sue or ask the court to hold Angle in
contempt of the sale order. Due to this litigation threat, Angle ultimately failed to distribute the
CIP to the potential qualified bidders.
In Angle’s opinion, Winget’s stonewalling effectively ensured that potential bidders
wouldn’t complete the qualification process, which required the bidders to make significant
financial disclosures to Angle. After all, why would they expose their own sensitive financial
- 13 - Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
position without basic substantive information about the auction assets? And sure enough,
multiple prospective bidders complained about the lack of information on the auction assets. Only
two sought qualification, but they were interested solely in low-value assets related to golf courses.
One of them never finished the qualification process, and the other withdrew shortly before the
auction.
The value of the assets remained contested going into the auction. At the time of the
auction, the Agent valued them at less than the total judgment amount of over $750 million but
more than $350 million. It reached this minimum value by noting that PIM, one of the Trust-held
companies, publicly reported assets of $378 million. In contrast, Winget valued the companies at
only $29 million based on a rough estimate of some of the Trust-held subsidiaries’ net assets and
liabilities.
The sale happened in April 2025. Only Winget and the Agent participated. Winget bid
$19 million for the corporate assets, and the Agent refused to counter with its required credit bid
of over $750 million. Instead, the Agent stated it “was prepared to credit bid up to hundreds of
millions” for the stock—but not the full amount of the judgment. R. 1220-5, Pg. ID 35676. So
Winget won the assets with a single bid. The Agent then moved to set aside the sale.
The district court rejected that motion. Citing Winget’s estimate that the assets were worth
$29 million, the court found that Winget’s bid of $19 million “simply [was] not conscience-
shocking.” R. 1232, Pg. ID 35907. It then entered a final confirmation order accepting Winget’s
bid as the winner.
On appeal, Alter Domus argues that the judicial sale must be set aside because the district
court conducted an unfair auction. We agree.
- 14 - Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
Federal courts must follow state law for proceedings that aid the execution of a final
judgment unless a federal statute demands a different result. Fed. R. Civ. P. 69(a)(1). No such
federal law applies here, and under Michigan law, courts may enter “any order as within [their]
discretion seems appropriate” to “carry[] out the full intent and purpose” of satisfying money
judgments. Mich. Comp. Laws § 600.6104(5); see also id. § 600.6031. Such orders may direct
assets to be sold at a public auction to satisfy outstanding debts. We review a district court’s
structuring of a judicial auction for abuse of discretion and its factual findings for clear error. In re
Wolke Lead Batteries Co., 294 F. 509, 511 (6th Cir. 1923); see In re Glob. Technovations Inc.,
694 F.3d 705, 715 (6th Cir. 2012).
Since judicial auctions are designed to satisfy outstanding judgments, their primary
purpose is transferring the assets for the highest possible price. Belcher v. Curtis, 77 N.W. 310,
311 (Mich. 1898). The key to achieving the highest possible sale price: competition. Porter v.
Graves, 104 U.S. 171, 173 (1881). Free and fair competition between interested buyers typically
raises the final sale price of the assets at auction. Messmore v. Haggard, 9 N.W. 853, 855 (Mich.
1881). This kind of competition requires the auction to be open to the public on equal and
transparent terms. Id. If an auction’s conditions advantage one bidder over the others, it
“practically put[s] competition entirely out of the question.” Id.; Belcher, 77 N.W. at 311. The
same is true for conditions that promote or permit “fraud, irregularities[,] or unfairness.”
Greenberg v. Kaplan, 268 N.W. 788, 791 (Mich. 1936); see also Ballentyne v. Smith, 205 U.S.
285, 290 (1907). Unfair conditions that reduce bidders’ willingness to compete for the assets can
thus make the auction itself “inadmissible.” Belcher, 77 N.W. at 311.
Here, the district court abused its discretion by structuring an auction that didn’t maximize
sale price by providing for free competition. Start with the sale price. Winget estimated the value
- 15 - Case Nos. 25-1883/1957/1958, JPMorgan Chase Bank, N.A., et al. v. Winget, et al.
of the assets at $29 million based on a rough net asset valuation. At the same time, the Agent
believed the assets were worth “hundreds of millions.” R. 1220-5, Pg. ID 35676. But despite
potential oversights in Winget’s estimate, the district court viewed it as the only estimate of fair
market value advanced by the parties. Based on the assets’ estimated value of $29 million, the
court found that Winget’s bid of $19 million—65% of the assets’ purported fair market value—
was “simply . . . not conscience-shocking.” R. 1232, Pg. ID 35907.
It’s not surprising that the auction resulted in such a low price. The district court’s
conditions created a noncompetitive auction, which ensured that Winget’s lowball bid went
uncontested. First, the district court’s requirement that the Agent bid the judgment or refrain from
credit bidding ensured that the Agent wouldn’t participate in the auction. Second, its condition
preventing the Lenders from bidding less than the judgment amount effectively barred these
creditors from participating. These issues were compounded by Winget’s refusal to disclose
information about his companies in the lead-up to the auction, which scared off interested bidders.
In short, the district court’s bid restrictions effectively ensured that the assets would be transferred
at a noncompetitive auction.
Start with the Agent. The district court’s conditions discouraged the Agent from bidding
by functionally requiring the Agent to bid a minimum of over $750 million to participate in the
auction. That’s because the Agent couldn’t submit a credit bid unless it was in the amount of the
full judgment. Nor could the Agent bid cash. After all, the Agent serves in an administrative
position, so it couldn’t bid cash unless one of the Lenders it represents participated. By any
estimate of the assets’ fair market value, the district court set a floor for credit bidding that far
exceeded the assets’ value and made incremental credit bidding virtually impossible. None of the
typical rationales for bidding limits supports a floor on credit bids—especially not one that far
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exceeds the bidder’s estimate of the assets’ value.1 This “all-or-nothing” bid restriction directly
contributed to the shockingly low price by effectively excluding the Agent from participating in
the auction.
Turn to the Lenders. The district court barred the Lenders from participating in any cash
or credit bid for less than $750 million. But of course, no single Lender had any incentive to bid
the entire judgment amount to recover on an initial loan worth a fraction of that sum. So in its
efforts to prevent collusion, the district court’s conditions inadvertently excluded a group of
potential bidders from participating. This broad exclusion further transformed the sale into an
“empty exercise[]” that rigged the auction in favor of one bidder. First Nat’l Bank of Jefferson
Par. v. M/V Lightning Power, 776 F.2d 1258, 1261 (5th Cir. 1985).2 As a result, this condition
fell short of achieving the auction’s goal of free and fair competition.
And the district court proceeded with the auction despite information asymmetries that
discouraged other potential bidders from participating in the sale. See Belcher, 77 N.W. at 311
(“[T]he policy of [the auction] is defeated if some . . . party may bid with such advantages as [to]
render competition impossible.”). The district court required Winget to “cooperate in good faith”
with the sale by “providing documentation or other relevant information promptly” to the Agent,
Angle, and any potential qualified bidders. R. 1103, Pg. ID 33657. But Winget didn’t do that. As
1 See, e.g., In re Antaeus Tech. Servs., Inc., 345 B.R. 556, 564 (Bankr. W.D. Va. 2005) (preventing a judgment creditor from credit bidding when another entity agreed to act as a “stalking-horse” bidder); In re Fisker Auto. Holdings, Inc., 510 B.R. 55, 57, 59–61 (Bankr. D. Del. 2014) (capping a bidder with a $168 million claim at a $25 million credit bid), appeal denied, 2014 WL 576370 (D. Del. Feb. 12, 2014); In re The Free Lance-Star Publ’g Co. of Fredericksburg, 512 B.R. 798, 807–08 (Bankr. E.D. Va. 2014) (capping credit bids due to inequitable conduct by the would-be credit bidder), appeal denied sub nom., DSP Acquisition, LLC v. Free Lance-Star Publ’g Co. of Fredericksburg, 512 B.R. 808 (E.D. Va. 2014). 2 In one instructive parallel, a court refused to confirm a sale when procedural confusion excluded a party that had committed to bid 55% more than the winning bid. Tramp Oil & Marine Ltd. v. Adriatic Tankers Shipping Co., 914 F. Supp. 527, 531–32 (S.D. Fla. 1996); see also Munro Drydock, Inc. v. M/V Heron, 585 F.2d 13, 14–15 (1st Cir. 1978) (reversing confirmation when the winning bid was $7,500 even though another prospective purchaser proposed bidding $50,000).
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the Agent informed the district court, Winget’s refusal to disclose standard data on the assets
prevented Angle from valuing them. Without basic information about the price of the assets, other
bidders were unlikely to participate in the burdensome qualification process. Sure enough, though
seven potential bidders expressed interest, only two sought qualification. One of those bidders
abandoned the qualification process. And the other bidder later withdrew because the information
provided wasn’t sufficient for it to value the sale assets. In short, the absence of basic information
about the sale assets made it impossible for the auction to be efficient, competitive, and fair.
Nevertheless, the district court still confirmed the judicial sale.
The results of the auction prove that something went wrong along the way. If the sale price
of $19 million reflected the assets’ value, then the restrictions effectively requiring the Agent and
Lenders to bid over $750 million weren’t linked to securing a fair purchase price. But if the
judgment amount of over $750 million accounted for the assets’ value, then the winning bid of
$19 million was grossly inadequate. Simply put, either Winget’s winning bid was shockingly low,
or the Agent’s bidding floor was shockingly high. Or both could be true. In any case, the auction’s
circumstances are shocking enough that the sale must be set aside.
* * *
Judicial auctions must be fair, open, and competitive to ensure that the sale assets are sold
for the highest possible price. But the district court structured an auction that effectively prevented
any bidders except Winget from participating. The district court’s bid restrictions enabled Winget
to win the assets with a single lowball offer. These circumstances warrant a do-over.
V.
In sum, we affirm the district court’s denial of Winget’s motion to set aside the 2021
judgment and its grant of Alter Domus’s motion to renew the 2015 judgment. We likewise affirm
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the district court’s order holding Winget in civil contempt for failing to pay the Agent $20 million.
But we reverse the district court’s denial of the Agent’s motion to set aside the judicial auction of
the Trust’s corporate assets. And we remand for the district court to conduct another judicial sale
with conditions that maximize price and facilitate competition.
We affirm in part, reverse in part, and remand for proceedings consistent with this opinion.
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ALICE M. BATCHELDER, Circuit Judge, concurring. I explained my views of this
case in my prior dissent, see JPMorgan Chase Bank, N.A. v. Winget, No. 21-1568, 2022 WL
2389287, at *11 (6th Cir. July 1, 2022) (Batchelder, J., dissenting), and I stand by those views. It
is disheartening to see Larry Winget yet again trapped by those prior holdings, which I believe to
be incorrect. But the law of the case binds me to the panels’ prior decisions on those matters,
which dictate the outcome here. Therefore, I must respectfully concur. But I do not like it.
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