IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
______________________
No. 91-1991 Summary Calendar ______________________
IN THE MATTER OF: PAT S. HOLLOWAY,
Debtor.
BROWNING INTERESTS,
Appellants,
versus
LINDA W. ALLISON,
Appellee.
__________________________________________________________________
Appeal from the United States District Court for the Northern District of Texas _________________________________________________________________ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (March 23, 1992)
Before JOLLY, DAVIS, and SMITH, Circuit Judges.
E. GRADY JOLLY, Circuit Judge:
The Browning Interests1 appeal from the district court's
judgment affirming the judgment of the bankruptcy court which
1 Jane H. Browning, individually and as Co-Independent Executrix of the Estate of William W. Browning, Jr., Deceased; Michael G. Starnes, individually and as Co-Independent Executor of the Estate of William W. Browning, Jr., Deceased, and as Trustee for Katherine Louise Browning Cook, Averille Adams Browning Dawson, William Webb Browning, III, Winifred Fallon Browning Vaughn, and Robert Holland Browning; Katherine Agnes Land Starnes, individually; Katherine Louise Browning Cook, individually; Averille Adams Browning Dawson, individually; William Webb Browning, III, individually; Winifred Fallon Browning Vaughn, individually; and Robert Holland Browning, individually. refused to set aside as a fraudulent conveyance the transfer of a
security interest from the Debtor, Pat S. Holloway ("Holloway") to
one of his ex-wives, Linda W. Allison ("Allison"). Under a correct
application of the law, the evidence can only support the
conclusion that Allison is an insider; therefore, the transfer of
the security interest is voidable as a fraudulent conveyance.
Accordingly, we reverse the judgment of the district court, vacate
the judgment of the bankruptcy court, and remand the case for entry
of judgment in favor of the Browning Interests in accordance with
this opinion.
I
Allison and Holloway were married to each other for twenty
years, from 1949 to 1969, and have three children in common. On
November 11, 1979, Holloway filed a Chapter 11 reorganization case,
which was converted to a Chapter 7 liquidation case in 1982.
Beginning January 5, 1984, and continuing through February 7, 1989,
Allison loaned him $326,337.05, initially without any collateral.
According to Allison, the loans were made "to provide for his
sustenance and living expenses incurred due to the financial
hardship brought upon Holloway by his lengthy bankruptcy
proceedings."
In 1986, Holloway obtained a judgment for approximately
$1,400,000 ("the HECI Judgment") against the HECI Exploration
Company Employees' Profit Sharing Plan ("the Plan"). On February
5, 1987, Holloway executed a Collateral Assignment and Security
-2- Agreement in favor of Allison granting a security interest in the
HECI Judgment.
Because there were numerous claims to the proceeds of the HECI
Judgment, the Plan filed an adversary proceeding interpleading the
funds into the registry of the bankruptcy court. The claimants
initially included Holloway's second wife, Robbie Holloway, and the
Internal Revenue Service. The Browning Interests, who hold a
$72,000,000 judgment against Holloway, also actively participated
in the proceedings before the bankruptcy court.
In addition, Holloway made several unsuccessful attempts to
obtain the funds. First, he attempted to have the bankruptcy court
disburse the funds to him in satisfaction of his alleged pro se
attorney's fees. He then attempted to have the funds declared his
exempt property under Texas law. Next, he tried to have the funds
declared the community property of his marriage to his third and
current wife, Brenda Holloway, and to obtain enforcement of an
alleged partition agreement. Holloway later voluntarily dismissed
his claim based on the alleged partition agreement.
On February 27, 1989, the Government filed a motion for relief
from the automatic stay so that it could file tax liens and levy on
the funds in the registry of the bankruptcy court. On March 21 and
22, 1989, Allison caused financing statements to be filed,
perfecting her security interest in the HECI Judgment. Although
Allison was aware of the claims of the Browning Interests and the
Government, as well as Holloway's efforts to obtain the funds, she
-3- made no effort to assert her claim to a portion of the funds until
she filed her Motion to Determine Status of Claim on March 31,
1989. Shortly thereafter, Holloway, in his role as Trustee of his
children's trusts, asserted a claim to $284,892.46 of the funds,
plus interest and attorney's fees, pursuant to an alleged security
agreement dated February 5, 1987, recorded on April 19, 1989,
securing loans allegedly made by the trusts to Holloway.
On May 8, 1989, the United States filed four Notices of
Federal Tax Liens against Holloway totaling $4,433,176.48.
II
The case was tried in bankruptcy court to determine the
validity and priority of Allison's claim to the proceeds of the
HECI Judgment. The bankruptcy court entered judgment in favor of
Allison in the amount of $364,346.47, plus additional interest and
attorney's fees, to be paid out of the funds on deposit in the
registry of the court. The bankruptcy court's judgment was
affirmed by the district court. Disbursement of the funds was
stayed pending appeal. The Browning Interests and the Government
appealed from the district court's judgment, but the Government
settled with Holloway and dismissed its appeal.
III
The Browning Interests contend that the collateral assignment
to Allison is avoidable as a fraudulent conveyance under Tex. Bus.
Com. Code Ann. § 24.006(b), and that the bankruptcy and district
courts erred in holding that Allison was not an "insider."
-4- The bankruptcy court's findings of fact "will not be set aside
unless clearly erroneous." Matter of Delta Towers, Ltd., 924 F.2d
74, 76 (5th Cir. 1991). However, "when a finding of fact is
premised on an improper legal standard, that finding loses the
insulation of the clearly erroneous rule." Matter of Fabricators,
Inc., 926 F.2d 1458, 1464 (5th Cir. 1991). "Conclusions of law, on
the other hand, are subject to plenary review on appeal." Id.
Transfers made after September 1, 1987 are governed by the
Uniform Fraudulent Transfer Act, Tex. Bus. & Com. Code Ann.
§§ 24.001, et seq. (West 1987). The transfer at issue is
Holloway's granting of the security interest to Allison, which is
deemed to have been made when it was filed of record so as to be
perfected. Tex. Bus. & Com. Code Ann. § 24.007(1)(B). Section
24.006(b) provides:
A transfer made by a debtor is fraudulent as to a creditor whose claim arose before the transfer was made if the transfer was made to an insider for an antecedent debt, the debtor was insolvent at that time, and the insider had reasonable cause to believe that the debtor was insolvent.
The record establishes, and the bankruptcy court found, that:
(1) the Browning Interests' claims arose prior to the transfer,2
2 Allison contends that the Browning Interests have not satisfied their burden of proof under § 24,006(b) because they introduced no evidence to prove their status as a present creditor of Holloway whose claim arose before the transfer was made. Allison made no such contention before the bankruptcy court, and that court found that, with the exception of Allison's status as an insider, all of the elements of § 24.006(b) were satisfied. It is clear and undeniable from the record that the Browning Interests' have a $72,000,000 judgment against Holloway and that their status
-5- (2) the transfer was for an antecedent debt, (3) Holloway was
insolvent at the time of the transfer, and (4) Allison knew that
Holloway was insolvent. Therefore, the only disputed issue is
whether Allison is an "insider". Section 24.002(7) defines an
"insider" as follows:
(7) "Insider" includes:
(A) if the debtor is an individual:
(i) a relative of the debtor or of a general partner of the debtor;
(ii) a partnership in which the debtor is a general partner;
(iii) a general partner in a partnership described in Subparagraph (ii) of this paragraph; or
(iv) a corporation of which the debtor is a director, officer, or person in control.
Tex. Bus. Com. Code Ann. § 24.002(7) (emphasis added).
The bankruptcy court held that Allison was not an insider,
apparently because she did not fit within one of the four
categories listed in the statute:
Allison was an ex-wife of twenty years whose only substantial contact with Debtor was to provide him with funds to help defray living and legal expenses. "Insider" is narrowly defined in § 24.002(7). Allison is not a "relative" under the definition of § 24.002(11) or under Texas law because divorce terminates the marital relation. Allison is not an insider; thus, Uniform Fraudulent Transfer Act § 24.006(b) does not apply.
as a present creditor whose claim arose prior to the transfer at issue.
-6- Memorandum Opinion at 5 (citation omitted; emphasis added). The
bankruptcy court's finding was based upon an erroneous
interpretation of the law. As the Texas Court of Appeals in Dallas
recently made clear, the UFTA's definition of "insider" is not
intended to limit an insider to the four listed subjects. Instead,
"the drafters provided the list for purposes of exemplification."
J. Michael Putman, M.D.P.A. Money Purchase Pension Plan v.
Stephenson, 805 S.W.2d 16, 18 (Tex. App.--Dallas 1991, no writ).
The UFTA's definition of "insider" is very similar to the
definition in the Bankruptcy Code, 11 U.S.C.A. § 101(31) (West
Supp. 1991), and both parties agree that cases interpreting §
101(31) are instructive. Collier on Bankruptcy states that "[a]n
`insider' generally is an entity whose close relationship with the
debtor subjects any transactions made between the debtor and such
entity to heavy scrutiny." 2 Collier on Bankruptcy ¶ 101.31 at
101-87 (15th ed. 1991). The legislative history of § 101(31)
defines an insider as a person or entity with "a sufficiently close
relationship with the debtor that his conduct is made subject to
closer scrutiny than those dealing at arm's length with the
debtor." S. Rep. No. 95-989, 95th Cong. 2d Sess., reprinted in
1978 U.S. Code Cong. & Admin. News 5787, 5810.
The cases which have considered whether insider status exists
generally have focused on two factors in making that determination:
(1) the closeness of the relationship between the transferee and
the debtor; and (2) whether the transactions between the transferee
-7- and the debtor were conducted at arm's length. E.g., In re
Friedman, 126 B.R. 63, 70 (9th Cir. B.A.P. 1991) ("insider status
may be based on a professional or business relationship with the
debtor, in addition to the Code's per se classifications, where
such relationship compels the conclusion that the individual or
entity has a relationship with the debtor, close enough to gain
advantage attributable simply to affinity rather than to the course
of business dealings between the parties"); In re Schuman, 81 B.R.
583, 586 (9th Cir. B.A.P. 1987) ("The tests developed by the courts
in determining who is an insider focus on the closeness of the
parties and the degree to which the transferee is able to exert
control or influence over the debtor."); In re Benson, 57 B.R. 226,
229 (Bankr. N.D. Ohio 1986) (an insider may be anyone "whose close
relationship with the debtor subjects transactions made between the
two parties to careful scrutiny"); Matter of Lemanski, 56 B.R. 981,
983 (Bankr. W.D. Wis. 1986) (a transferee is an insider if, as a
matter of fact, he exercises such control or influence over the
debtor as to render their transaction not arms-length"); Matter of
Montanino, 15 B.R. 307, 310 (Bankr. D.N.J. 1981) (an insider "is
one who has such a relationship with the debtor that their dealing
with one another cannot be characterized as an arm's-length
transaction").
-8- IV
A
The following undisputed facts demonstrate the closeness of
the relationship between Holloway and Allison, which requires
"careful scrutiny" of the subject transactions:
1. They were married to each other for twenty years and had
three children in common.
2. They maintained "frequent" contacts with one another after
their divorce. Allison testified:
Q. During the twenty years since you divorced Mr. Holloway, how often have you had contact with him?
A. Well, I don't really -- I mean often enough that it is difficult to say. Frequently.
3. Holloway wanted to protect Allison and keep her from
becoming embroiled in the bitter controversy between him and the
Browning Interests.3 At a hearing on February 27, 1989, Holloway
testified that his third and current wife, Brenda, had borrowed
money from Allison; however, Brenda did not sign the promissory
notes. Holloway did not mention that the loans from Allison were
secured by any collateral. At that same hearing, when Holloway was
questioned on cross-examination about Allison, he was evasive.
Before reluctantly admitting that she was his first wife and the
"mother of my children," he first stated that "[s]he is the widow
3 This court has likened that controversy to the feud between "the Hatfields and the McCoys." Browning v. Navarro, 887 F.2d 553, 554 (5th Cir. 1989).
-9- of Mr. Jimmy Allison"; and when asked about their relationship,
Holloway replied, "She has an old friend relationship." Finally,
he acknowledged that she was his former wife. At the hearing on
Allison's motion, Holloway stated:
I was trying to keep my first wife [Allison] from being involved in the warfare between the Brownings and me. And that's the reason that they have not presented a claim prior to now, I think.
4. Allison also desired to "protect Holloway; she
characterized herself and Holloway together as victims of a
"siege," and testified that they tried to "protect each other."
5. Despite Allison's desire to avoid getting involved in the
controversy between Holloway and the Browning Interests, the record
indicates that she was keenly interested in that litigation and
strongly supported Holloway's position. In addition to helping
finance Holloway while he pursued the Browning litigation, she
admitted that she had sat in the back of the courtroom a few times
during hearings.
6. The closeness of the relationship between Holloway and
Allison is succinctly illustrated by her response to cross-
examination as to why she made the loans to Holloway when she knew
that he was insolvent:
[I]t's very hard to describe to you what this ten years of litigation and the untrue allegations that have been made against Pat have done to my children. My daughter Marcie was paralyzed in an automobile accident on the night of the day that she read those allegations for the first time. There is nothing strange about two sane people coming together and cooperating in any way they can
-10- in the aftermath of a tragedy like that.
Contrary to Allison's characterization, we see no "paranoia" in the
Browning Interests' supposition that Allison sought to assist
Holloway in continuing his expensive litigation crusade against
them because she blames them for the injury to her child.
B
Because of the closeness of the relationship between Allison
and Holloway, we turn to give our careful scrutiny to the subject
transactions. The following undisputed facts lead us to conclude
that the transactions between Allison and Holloway were not
conducted at arm's length:
1. The loans were initially unsecured by any collateral.
(Allison testified that she anticipated being repaid when Holloway
prevailed, as she hoped he would, against the Browning Interests.)
See In re Standard Stores, Inc., 124 B.R. 318, 325 (Bankr. C.D.
Cal. 1991) (making a significant loan on an unsecured basis and
without inquiring into the debtor's ability to repay the loan, is
a significant factor in determining whether a transaction was
conducted at arm's length).
2. Allison knew that Holloway was insolvent, both at the time
she made the loans and at the time she received and recorded the
security agreement. Although Allison was aware of Holloway's
successive attempts to get his hands on the funds, as well as the
competing claims to the funds made by others, including the United
States, the Browning Interests, and Robbie Holloway, she did not
-11- perfect the purported security interest or assert her claim until
March 1989, after the United States sought relief from the
automatic stay.
3. The loans were not commercially motivated; Allison
testified that her motivation for the loans stemmed from the damage
that the lengthy litigation with the Browning Interests had caused
to her children. No prudent lender would have made such loans to
an insolvent Chapter 7 debtor in Holloway's circumstances. We also
note the unusual circumstance that although Allison testified that
funds were advanced to Holloway either by check or wire transfer,
she introduced no cancelled checks or other evidence that funds
were actually advanced.
4. Holloway, who had no apparent reason or standing to become
involved in the priority dispute between Allison and other
claimants, did not remain disinterested--instead, the record
clearly reveals that he sided with Allison. In his response to her
motion to determine the status of her claim, he "acknowledge[d]
that the security interest held by Allison is valid, perfected and
entitled to priority to any other competing claims against the
collateral." Holloway also filed a motion to dismiss the cross-
action of the Browning Interests against Allison and the fraudulent
conveyance defenses of the United States to her claim.
V
Allison contends that she is not an insider even under an
expansive interpretation of that term. She relies upon In re
-12- Schuman, 81 B.R. 583 (9th Cir. B.A.P. 1987), an action by the
trustee to set aside as a preference the debtor's transfer of a
community property residence to his ex-wife. The court concluded
that the ex-wife was not an insider, stating:
Although it is true that the parties had been married for nineteen years, and the Debtor had expressed a desire that his children be well provided for, these facts do not indicate that Mrs. Schuman was able to exert sufficient influence over the Debtor to render her an insider. Rather, the facts that the Debtor was remarried at the time of the transfer and that his relationship with Mrs. Schuman was hostile, suggest that she was unable to exert control over the Debtor in his financial decisions. The negotiations between the Debtor and Mrs. Schuman were adversarial in nature. In fact, Mrs. Schuman had previously pursued the Debtor in court to get child support payments and both parties had retained counsel to represent their interests. Thus, it is clear that the Debtor was not volunteering payment on his child support obligation. These factors suggest that the transaction was, indeed, arms-length. Accordingly, we conclude that the trial court correctly determined that Mrs. Schuman did not exert the necessary degree of control or influence to render her an insider.
81 B.R. at 586. Although Schuman is certainly illustrative, it is
distinguishable in several important respects. First, the record
contains no evidence of any recent hostility, certainly none at the
time of the transfer, between Allison and Holloway. On the
contrary, their relationship, as depicted by the record, was quite
cordial from 1984 onward; a hostile ex-wife would hardly lend money
to her ex-husband. Second, the factors listed in part IV B above
suggest that the transactions between Holloway and Allison were
conducted at anything but arm's length.
-13- Allison also urges us to examine the criteria utilized by the
Texas Court of Appeals in Putman to make its determination that the
wife's physician was an insider:
A review of the evidence reveals that Putman had a close personal relationship with both Husband and Wife. Both families engaged in social activities together, such as hunting. Putman also maintained a business relationship with both Husband and Wife. Putman was Wife's personal physician and he delivered the two children of Husband and Wife. As noted earlier, Wife discussed the financial difficulties she and Husband were experiencing during her doctor's appointment with Putman. She also asked Putman to help her convince Husband to seek treatment for his alcoholism. Putman and Husband entered into several business deals together. For example, they entered into a hunting lease together, they jointly purchased the property in question and discussed the possibility of growing hay on this property, and they discussed investing in a restaurant together. In light of his personal knowledge of the business, financial, and personal affairs between Husband and Wife, we conclude that Putman was an insider under UFTA with respect to the conveyance of the Kaufman County property.
805 S.W.2d at 18-19. Allison contends that there was no evidence
that she and Holloway have any type of "special relationship" or
"close personal relationship," based upon the following factors:
(1) she lived in Dallas and Holloway lived in Giddings, Texas; (2)
all contacts between her and Holloway were made by telephone, with
one exception consisting of a meeting in her attorney's office at
which her attorney negotiated a loan transaction; (3) both parties
have remarried twice since their divorce; (4) there is no evidence
of any ongoing social relationship; (5) there is no evidence of any
business relationship outside of the loan transactions; (6)
-14- Holloway, a lawyer, has never represented Allison; and (7) their
relationship was hostile in the past, as evidenced by an appeal
from a lengthy custody battle, Holloway v. Allison, 494 S.W.2d 612
(Tex. Civ. App. -- Tyler 1973, no writ).
We do not think that the facts that Holloway and Allison lived
in different locations and negotiated nearly all of the loan
transactions by telephone support Allison's contentions; instead,
those facts are further evidence that tell us that the transactions
were not commercially motivated and were not conducted at arm's
length. Surely, an arm's length, commercially motivated lender
simply would not have made such undocumented loans to an insolvent
and without security under these informal and careless
circumstances.
The fact that both parties have remarried twice since their
divorce only highlights the extraordinary nature of both their
continued relationship and the generous and casual loan
transactions. Although there is little evidence of a social
relationship between Holloway and Allison, the record reveals the
existence of a committed personal and even emotional relationship,
as evidenced by Allison's characterization of herself and Holloway
as joint victims of a "siege," which was largely his fight, and by
the bond between them resulting from their daughter's tragic
accident.
Furthermore, the circumstances of the loan transactions
constitute evidence of a business relationship, albeit an unusual
-15- one for ex-spouses. We agree that there is no evidence of an
attorney-client relationship between Holloway and Allison, but she
testified that Holloway prepared the collateral assignment and
security and agreement, as well as other documents evidencing the
loan transactions.
Finally, it is irrelevant that Holloway and Allison might have
been hostile toward one another at the time of their divorce and
during the custody battle which ended in 1973, eleven years before
the first loan was made. Any such hostility clearly had dissipated
and certainly did not exist at the time Allison perfected her
security interest.
We agree that there is no evidence that Allison exerted direct
control over Holloway's financial affairs; further, she is correct
in her assertion the mere lending of money is not sufficient to
impute insider status to a lender. However, the closeness of the
relationship between Allison and Holloway, together with the
unusual circumstances of the loan transactions, support an
inference that Allison was in a position to exert influence over
Holloway, as evidenced by his support for her position in the
priority dispute to which he was not a party. Although an
examination of the amount of control a lender has over a debtor's
day-to-day activities is very important in the context of
commercial loan transactions, such an analysis is much less
relevant in situations like the present one, involving loans made
with no commercial motivation.
-16- Allison repeatedly stresses that the transactions were "real
loans of real money evidenced by real notes and a real security
agreement." We do not disagree; however, the transfer at issue
under the UFTA is not the loans, but the granting of the security
interest in the HECI Judgment. Holloway's liability to Allison on
the notes is not at issue.
In conclusion, Allison's arguments that she is not an insider
simply will not support such a conclusion against the overwhelming
and undisputed evidence to the contrary.
VI
Courts that have considered the issue, albeit in somewhat
different contexts, have concluded that the determination of
insider status is a question of fact. E.g., Matter of Missionary
Baptist Foundation of America, 712 F.2d 206, 210 (5th Cir. 1983);
In re Friedman, 126 B.R. 63, 67 (9th Cir. B.A.P. 1991); In re
Hydraulic Industrial Products Co., 101 B.R. 107, 109 (Bankr. E.D.
Mo. 1989). Cf. In re Schuman, 81 B.R. at 586 n.1 ("[W]here the
underlying facts are undisputed, a trial court is free, on a motion
for summary judgment, to determine whether the established facts
satisfy the statutory standard. In this sense, it would be more
accurate to consider the insider determination as a mixed question
of law and fact.") Although it would appear to us that once the
underlying facts are resolved, insider status ultimately is
question of law, we need not address that prickly problem.
The bankruptcy court found that Allison's "only substantial
-17- contact with [Holloway] was to provide him with funds to help
defray living and legal expenses," and concluded that she was not
an insider.4 However, because that finding was based upon an
incorrect, narrow interpretation of the statute, it is not subject
to the "clearly erroneous" standard of review. See Bose Corp. v.
Consumers Union of United States, Inc., 466 U.S. 485, 501 (1984)
("Rule 52(a) does not inhibit an appellate court's power to correct
errors of law, including those that may infect a so-called mixed
finding of law and fact, or a finding of fact that is predicated on
a misunderstanding of the governing rule of law."). Because the
bankruptcy court made no findings applying the correct legal
standards, we ordinarily would remand the case for a new
determination of Allison's status based upon the proper
interpretation of the law. However, "it is settled that findings
are not jurisdictional and the appellate court may decide the
appeal without further findings if it feels that it is in a
position to do so." 9 C. Wright & A. Miller, Federal Practice &
Procedure, §2577 at 699-70 (1971). We are in a position to do so
in this case and on this record, where the underlying facts are
undisputed, where there are no credibility resolutions to be made,
and where no view of the record would permit a finding that Allison
was not an insider. See Tomlin v. Ceres Corp., 507 F.2d 642, 648
4 It appears to us that the fact that Allison was willing to support Holloway personally and to help finance his litigation with the Brownings demonstrates the closeness of their relationsip and, consequently, militates in favor of insider status.
-18- (5th Cir. 1975) (where the only factual finding supportable by the
record was that Ceres Ranches was not a party to an agreement, a
remand was not necessary; "[s]uch a finding, if the trial judge had
made it, would be clearly erroneous"); Smithkline Diagnostics v.
Helena Laboratories Corp., 859 F.2d 878, 886 n.4 (Fed. Cir. 1988)
(remand is unnecessary when "as a matter of law, the court could
only make one finding of fact or decide the fact in only one way.
Otherwise, protracted litigation and unnecessary delay and expense
would occur.").5
We believe that a remand for a new determination of Allison's
status based upon the proper interpretation of the law would be
only a hollow ritual. The undisputed, established facts can only
support one inescapable conclusion: Allison was an insider at the
time of the transfer. Any other finding would be clearly
erroneous. Therefore, the transfer of the security interest from
Holloway to Browning should have been set aside as a fraudulent
conveyance pursuant to Tex. Bus. & Com. Code Ann. § 24.006(b). We
5 See also Matter of Legel, Braswell Gov't Securities Corp., 648 F.2d 321, 327 n.8 (5th Cir. 1981) (remand for finding of fact on whether party acted in good faith unnecessary where "a complete and fair resolution of this issue may be made from the record on appeal and that . . . record as a whole reflects that there was no genuine issue of material fact regarding Irving Trust's good faith"); Adams v. Agnew, 860 F.2d 1093, 1097 (D.C. Cir. 1988) (remand for finding on question of whether party had reasonable time for performance of contract unnecessary because decision of appellate court "based on undisputed historic facts contained in the record"); Otto v. Variable Annuity Life Ins. Co., 814 F.2d 1127, 1138 & n.11 (7th Cir. 1986), cert. denied, 108 S.Ct. 2004 (1988) (in the interest of judicial economy, remand is unnecessary where issues are clear and turn on undisputed facts in the record).
-19- see no compelling reason to subject the parties and the courts to
further delays and expense by remanding the case for application of
the proper legal standard to the undisputed facts. Accordingly, we
REVERSE the judgment of the district court, VACATE the judgment of
the bankruptcy court, and REMAND the case to the district court for
the entry of judgment against Allison and in favor of the Browning
Interests in accordance with this opinion.
REVERSED AND REMANDED.
-20-