Raymond Jonna; Simon Jonna; Farid Jamardov v. GIBF GP, INC., d/b/a Bitcoin Latinum

NOT RECOMMENDED FOR PUBLICATION
File Name: 25a0248n.06
No. 24-1537
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
RAYMOND JONNA; SIMON JONNA; FARID
JAMARDOV,
Plaintiffs-Appellees,
v.
GIBF GP, INC., d/b/a Bitcoin Latinum,
Defendant-Appellant.
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ON APPEAL FROM THE
UNITED STATES DISTRICT
COURT FOR THE EASTERN
DISTRICT OF MICHIGAN
OPINION
Before: GRIFFIN, NALBANDIAN, and MATHIS, Circuit Judges.
GRIFFIN, Circuit Judge.
Defendant GIBF GP, Inc., d/b/a/ Bitcoin Latinum, appeals from an order denying its
motion to compel arbitration. For the following reasons, we affirm.
In the fall of 2021, plaintiffs Raymond Jonna, Simon Jonna, and Farid Jamardov decided
to purchase over $500,000 of defendant Bitcoin Latinum’s cryptocurrency, Token. They did so at
the recommendation of Kevin Jonna (Raymond and Simon’s cousin), and wired their money to
Latinum (which they designated as “for Kevin Jonna”) and to a third party, Jason Otto. In essence,
Kevin Jonna was the conduit for plaintiffs’ investment in Latinum’s product. Although they could
have invested directly with Latinum, they favored purchasing the product through Kevin Jonna
because he represented he could obtain a better deal.
But plaintiffs never received their Tokens and, suspecting fraud, ultimately commenced
this fifteen-count lawsuit against Kevin Jonna and Latinum, asserting various federal and Michigan
securities-fraud claims and several Michigan common-law claims. The parties then engaged in

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extensive motion and discovery practice, one motion of which resulted in an appeal. After we
resolved that appeal, Latinum moved to compel arbitration—more than two years into the
litigation. That motion is the subject of this appeal.
The basis for Latinum’s motion is its Simple Agreement for Future Tokens (SAFT), a
purchase agreement between Latinum and its investors that provides for binding arbitration of
disputes. Citing that provision, Latinum moved to compel plaintiffs to arbitrate. But plaintiffs
never signed the SAFT (a fact Latinum does not dispute). Instead, Latinum asserts that plaintiffs
are bound because Kevin Jonna executed the SAFT, and plaintiffs funneled their money through
him. The district court disagreed, concluding that plaintiffs “never assented to be bound by the
SAFT or its arbitration provision” and, alternatively, that Latinum waived its right to enforce the
arbitration provision by extensively litigating the merits of the dispute before moving to compel
arbitration. Latinum appeals.
Following completion of briefing on appeal, Latinum’s counsel moved to withdraw. The
court clerk entered an order advising that Latinum had thirty days for new counsel to appear, and,
if not, that the appeal would be submitted on the briefs. After the thirty days passed without action
by Latinum, we then ordered Latinum to show cause why we should not dismiss its appeal for lack
of prosecution for its failure to be continuously represented by counsel. See Doherty v. Am. Motors
Corp., 728 F.2d 334, 340 (6th Cir. 1984) (“[A] corporation cannot appear in federal court except
through an attorney.” (citations omitted)). When it failed to respond, we dismissed the appeal for
want of prosecution. But we reinstated the appeal after counsel appeared on Latinum’s behalf and
sufficiently demonstrated cause to set aside our dismissal.
After reviewing the record, the parties’ briefs, and the applicable law, we conclude that a
comprehensive written opinion would serve no jurisprudential purpose and thus affirm for the

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reasons stated in the district court’s opinion. In sum, there is no record evidence indicating
plaintiffs knew the SAFT existed, let alone that they agreed to abide by its terms when they wired
money at Kevin Jonna’s direction—this, as the district court rightly concluded, demonstrates a
lack of assent. And even if this were not the case, the district court more than aptly held that
defendant waived any right to enforce its contractual right to arbitration with its two-plus years of
litigation conduct that included filing several motions (some of which were dispositive), engaging
in extensive discovery, and appealing the district court’s disqualification order. See Schwebke v.
United Wholesale Mortg. LLC, 96 F.4th 971, 974–77 (6th Cir. 2024).
On appeal, defendant largely restates its arguments that the district court thoroughly
considered and rejected. The only new arguments it raises concern enforcing arbitration
agreements against third parties, which it forfeited by failing to advance them below. See Potter
v. Comm’r of Soc. Sec., 9 F.4th 369, 381 (6th Cir. 2021).
For these reasons, we affirm the district court’s judgment.

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