Barron & Newburger, P.C. v. Texas Skyline, Ltd. (In Re Woerner)

758 F.3d 693, 2014 U.S. App. LEXIS 13486, 59 Bankr. Ct. Dec. (CRR) 212, 2014 WL 3443653
CourtCourt of Appeals for the Fifth Circuit
DecidedJuly 15, 2014
Docket13-50075
StatusPublished
Cited by6 cases

This text of 758 F.3d 693 (Barron & Newburger, P.C. v. Texas Skyline, Ltd. (In Re Woerner)) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fifth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Barron & Newburger, P.C. v. Texas Skyline, Ltd. (In Re Woerner), 758 F.3d 693, 2014 U.S. App. LEXIS 13486, 59 Bankr. Ct. Dec. (CRR) 212, 2014 WL 3443653 (5th Cir. 2014).

Opinions

EDWARD C. PRADO, Circuit Judge:

This case concerns a bankruptcy court’s order reducing the fees a debtor’s counsel received under 11 U.S.C. § 330. On May 13, 2010, on the eve of a major state court judgment against him, Debtor Clifford Woerner (“Woerner”)1 filed a voluntary petition under Chapter 11 of the Bankruptcy Code. Appellant Barron & Newbur-ger (“B & N”), a law firm, represented Woerner in his Chapter 11 bankruptcy. On April 20, 2011, the bankruptcy court converted the case to Chapter 7. Its services terminated, B & N filed an application for fees in excess of $130,000. The bankruptcy court allowed approximately $20,000 and disallowed the remainder, finding that the additional fees were unreasonable. The district court affirmed. B & N appeals, contending that the bankruptcy court misapplied Fifth Circuit precedent and 11 U.S.C. § 330 in reducing the fees awarded to it. We affirm.

I. FACTUAL AND PROCEDURAL BACKGROUND

A. Events Before Woerner Filed for Bankruptcy

In 2006, Woerner and Texas Skyline, Ltd. (“Texas Skyline”) formed a limited partnership for the purpose of a real estate venture. Within the partnership, DPRS — a company Woerner owned — was the sole general partner, Woerner was a limited partner with a 49.99% interest in the partnership, and Texas Skyline was the sole investor and a limited partner in the project. Over the course of the next three years, Woerner misappropriated funds from the partnership for personal use. When Texas Skyline discovered Woerner’s activities, it sued him in state court for breach of the partnership agreement and breach of fiduciary duties. The case proceeded to a bench trial on April 27, 2010. After the parties rested, the state court announced an oral ruling in favor of Texas Skyline and set a remedies hearing for May 14, 2010.

Woerner and his state-court trial counsel met with B & N on May 4, 2010 to discuss filing for bankruptcy. Woerner was “agitated” and wanted to find counsel that would “stand up to the Texas Skyline parties,” although “he wanted to make sure that every creditor with legitimate claims against him was paid.” B & N agreed to the representation and filed Woerner’s voluntary petition for Chapter 11 bankruptcy relief on May 13-the night before the state-court remedies hearing. That filing triggered the Bankruptcy Code’s automatic stay provision, which brought the state-court proceeding to a halt. See 11 U.S.C. § 362(a).

B. B & N Litigates Woerner’s Chapter 11 Case

In the ensuing eleven months, B & N provided services that it claimed were worth $134,800 in legal fees. These services included the filing of a mandatory disclosure statement. On May 18, 2010, Woerner filed mandatory disclosure documents with the bankruptcy court — namely, schedules and a statement of financial affairs.

These services also included efforts to defend Woerner in adversary proceedings to prevent Woerner from discharging lia[697]*697bilities. On August 4, 2010, Texas Skyline initiated an adversary proceeding with the bankruptcy court under 11 U.S.C. 523(a)(4) for a breach of fiduciary duty. Texas Skyline then fought to lift the stay of the state court judgment. Woerner contested and lost, and the stay of state court proceedings was lifted. Woerner also contested adversary proceedings brought by John Baker II (“Baker”), one of the other active creditors in this case. On November 2, 2010, Woerner filed Amended Schedules (b) and (c) and also amended his Statement of Financial Affairs.

B & N helped Woerner negotiate with his creditors. Woerner and the adversarial creditors agreed to mediation with a bankruptcy judge. Talks with Texas Skyline broke down, but on December 17, 2010, B & N filed a Joint Motion to Compromise with the bankruptcy court, which B & N maintained would have resolved this case had it completely settled. Yet Baker insisted that the settlement was merely a proposal, objected to it and refused to execute it. For these negotiation services, B & N sought over $6,000. See infra Part 1(D).

B & N also investigated the concealment of some of Woerner’s assets and subsequently amended Woerner’s financial disclosures to include approximately $9,000 of additional personal goods, including investments, jewelry, firearms, and fur coats that were not originally disclosed. This concealment prompted Baker to move to convert Woerner’s case from a Chapter 11 reorganization to a Chapter 7 trustee-administered liquidation. See 11 U.S.C. § 1112(b)(1) (requiring the bankruptcy court to convert or dismiss a Chapter 11 case upon finding “cause”). Texas Skyline moved to intervene in the motion to convert. B & N litigated Woerner’s attempts to press for a motion to approve the settlement and oppose the motion to convert. The billing records show that the firm (1) prepared a motion to sell some of Woer-ner’s personal property for the purpose of funding an appeal from the state-court judgment; (2) started investigating potential causes of action against Texas Skyline and Baker; (3) drafted a disclosure statement and reorganization plan; and (4) deposed a representative from Texas Skyline about potential mismanagement of partnership assets.

C. Woerner’s Case Is Converted to Chapter 7, Ending B & N’s Employment

The bankruptcy court conducted a hearing on the pending motions, denying the motion to approve settlement and granting the motion to convert on April 20, 2011. As the bankruptcy court summarized in its oral ruling on the fee application, “the Court found that it was appropriate to convert this case to Chapter 7 because the Court was of the opinion ... that [Woer-ner] w[as] not forthright as a Debtor[] under the Bankruptcy Code in terms of listing [his] assets and giving proper evaluations.” On September 3, 2011, B & N filed an application for approximately $134,000 in fees under § 330. Following the U.S. Trustee’s objection, B & N amended its fee application. B & N ultimately sought $130,656.50 in fees, and $5,793.37 in expenses. The Trustee renewed its objection to the fees. Skyline also objected, arguing that all of the fees were unreasonable because (1) Woerner never had the means to fund a Chapter 11 reorganization and (2) B & N’s actions were dilatory and required creditors to incur unnecessary attorneys’ fees.

D. The Bankruptcy Court Disallows Most of B & N’s Requested Fees

The bankruptcy court then conducted a hearing on the fee request. B & N offered testimony from Woerner’s nonbankruptcy counsel and two attorneys from B & N to prove that (1) Woerner brought the case [698]*698for a legitimate purpose and (2) the litigation costs were driven up by Texas Skylines’s alleged intransigence.

The bankruptcy court took the fee application under advisement and entered an oral ruling on April 11, 2012. Citing In re Pro-Snax Distributors, Inc.,

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758 F.3d 693, 2014 U.S. App. LEXIS 13486, 59 Bankr. Ct. Dec. (CRR) 212, 2014 WL 3443653, Counsel Stack Legal Research, https://law.counselstack.com/opinion/barron-newburger-pc-v-texas-skyline-ltd-in-re-woerner-ca5-2014.