In re Holly Marine Towing, Inc.

669 F.3d 796, 2012 WL 32065, 2012 U.S. App. LEXIS 239, 55 Bankr. Ct. Dec. (CRR) 254
CourtCourt of Appeals for the Seventh Circuit
DecidedJanuary 6, 2012
DocketNo. 11-1787
StatusPublished
Cited by15 cases

This text of 669 F.3d 796 (In re Holly Marine Towing, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Seventh Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Holly Marine Towing, Inc., 669 F.3d 796, 2012 WL 32065, 2012 U.S. App. LEXIS 239, 55 Bankr. Ct. Dec. (CRR) 254 (7th Cir. 2012).

Opinion

BAUER, Circuit Judge.

The debtor, Holly Marine Towing, Inc., filed for bankruptcy. The principals of the company reached a settlement during the bankruptcy proceedings that divided up funds from the sale of certain property. As part of that agreement, the company’s bankruptcy attorneys received a portion of the proceeds as payment for their services. The bankruptcy court issued an order approving the settlement. The appellant, Scouler & Company, LLC, then moved under Federal Rule of Civil Procedure 59 to amend that order, challenging the payout to the estate’s bankruptcy attorneys. The bankruptcy court denied the motion. Scouler & Company appealed to the district court, arguing that the settlement violated the Bankruptcy Code’s rule of priorities and that it was not in the best interest of the estate. The district court disagreed, affirming the bankruptcy [799]*799court’s order. This appeal followed. Finding no error on the part of the district court, we affirm.

I. BACKGROUND

Holly Marine Towing, Inc. (“Holly Marine”) was a Chicago company that owned and operated a tug boat service on Lake Michigan. The company filed for Chapter 11 bankruptcy on January 8, 2007, and the bankruptcy court converted the case to a Chapter 7 liquidation bankruptcy the following year. A trustee was appointed to manage the estate’s assets and pay off creditors.

During the proceedings, a dispute arose over the sale of property at 9320 South Ewing Avenue (“Ewing property”) in Chicago, the site at which Holly Marine operated its business. Several competing claims to the Ewing property surfaced. Glenn Dawson (“Dawson”) and Holly Headland (“Headland”), Holly Marine’s principals, were going through a divorce, and each sought to establish ownership interests in the property. Separately, Holly Marine had brought claims against Dawson for breach of fiduciary duty and usurping corporate opportunities and sought to have the Ewing property declared an asset of the bankruptcy estate.

The parties reached a settlement that divided up the $911,620.40 from the sale of the Ewing property. Headland and Dawson each received 25% ($229,126.09) of the proceeds while the bankruptcy estate received the other 50% ($458,252.18) through its trustee. Dawson and Headland paid Holly Marine’s bankruptcy attorneys, Bauch & Michaels, LLC (“Bauch”), a total of $65,000 from their personal share of the proceeds as part of the agreement.

The appellant, Scouler & Company, LLC (“Scouler”), is a financial services firm and a creditor of the bankruptcy estate that provided financial consulting services to Holly Marine during the Chapter 11 bankruptcy proceedings. Scouler objected to the $65,000 payout to Bauch in the settlement agreement, believing that a portion of those funds should have been distributed to it and other Chapter 11 creditors. It thus challenged the bankruptcy court’s order approving the settlement.

II. DISCUSSION

The bankruptcy court issued an order under Bankruptcy Rule 9019(a) approving the settlement entered into by the trustee, Headland, and Dawson. Scouler challenged the settlement by seeking to amend the order through Federal Rule of Civil Procedure 59(e). The motion under Rule 59 was denied by the bankruptcy court, and the district court affirmed that denial. Scouler now reasserts the two primary arguments it made below. First, it argues that the payout to Bauch was an impermissible bypass of the bankruptcy code’s rule of priorities, which would have required a pro rata distribution of Bauch’s $65,000 to all the Chapter 11 administrative creditors. Second, it argues that the settlement agreement was not in the best interests of the estate. Bauch and the trustee respond that the assets transferred to Bauch were non-estate assets and so the rule of priorities should not apply. They also argue that Scouler’s appeal should be dismissed for lack of standing.

We will not disturb a bankruptcy court’s approval of a settlement unless such approval constituted an abuse of discretion. In re Doctors Hosp. of Hyde Park, Inc., 474 F.3d 421, 426 (7th Cir.2007). This standard is highly deferential since the bankruptcy court is in the best position to consider the reasonableness of a particular settlement. See id. We review questions of fact for clear error and questions of law de novo. Id.

[800]*800A. Scouler’s Standing to Challenge the Settlement

To have standing to challenge a bankruptcy order, the challenger must be a “person aggrieved” by that order; in other words, he must demonstrate that he has “ ‘a pecuniary interest in the outcome of the bankruptcy proceedings.’ ” In re Resource Tech. Corp., 624 F.3d 376, 382-83 (7th Cir.2010) (quoting In re Cult Awareness Network, Inc., 151 F.3d 605, 607 (7th Cir.1998)). This requirement promotes judicial efficiency by ensuring that only those parties who are “directly and adversely affected” by a bankruptcy order are able to challenge it. See In re Fondiller, 707 F.2d 441, 442 (9th Cir.1983). Whether a challenger has a pecuniary interest in a bankruptcy order is a question of fact, and so we review for clear error. In re Ray, 597 F.3d 871, 875 (7th Cir.2010) (citation omitted).

Bauch and the trustee contend that Scouler has no pecuniary interest in this matter because the $65,000 payment to Bauch, if disgorged as Scouler requests, would revert back to Headland and Dawson rather than to the estate. As part of Headland’s and Dawson’s personal funds, that amount would be unreachable by Scouler. If Scouler cannot reach that amount, then it has no pecuniary interest, they argue. But this is exactly the aspect of the settlement that Scouler challenges: the distribution of assets between the estate and its principals, and whether that distribution was in the estate’s best interests. No party disputes that Scouler provided services to the estate during the Chapter 11 proceedings. Indeed, the bankruptcy court approved a fee application from Scouler, finding the company was entitled to $24,094.88 for its work. Thus, Scouler has a clear pecuniary interest in the management of the estate’s assets. The parties’ arguments over the reasonableness of the settlement and which assets belong to the estate go to the merits of this dispute. Even if Scouler’s claims ultimately fail, that does not negate its demonstrated “pecuniary stake in the manner in which the estate is liquidated.” See In re Cult Awareness Network, 151 F.3d at 610. We find no error in the district court’s determination that Scouler has a pecuniary interest in the settlement.

B. The Priority Scheme

The Bankruptcy Code sets forth a priority scheme dictating the order in which various creditors’ claims will be satisfied in the course of bankruptcy proceedings. See, e.g., 11 U.S.C.

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Bluebook (online)
669 F.3d 796, 2012 WL 32065, 2012 U.S. App. LEXIS 239, 55 Bankr. Ct. Dec. (CRR) 254, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-holly-marine-towing-inc-ca7-2012.