Official Committee of Unsecured Creditors v. Henry Mayo Newhall Memorial Hospital (In Re Henry Mayo Newhall Memorial Hospital)

282 B.R. 444, 48 Collier Bankr. Cas. 2d 1716, 2002 Daily Journal DAR 9913, 2002 Cal. Daily Op. Serv. 7906, 2002 Bankr. LEXIS 918, 40 Bankr. Ct. Dec. (CRR) 14
CourtUnited States Bankruptcy Appellate Panel for the Ninth Circuit
DecidedAugust 2, 2002
DocketBAP No. CC-02-1282-KMaKi. Bankruptcy No. SV-01-20903-AG
StatusPublished
Cited by10 cases

This text of 282 B.R. 444 (Official Committee of Unsecured Creditors v. Henry Mayo Newhall Memorial Hospital (In Re Henry Mayo Newhall Memorial Hospital)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Appellate Panel for the Ninth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Official Committee of Unsecured Creditors v. Henry Mayo Newhall Memorial Hospital (In Re Henry Mayo Newhall Memorial Hospital), 282 B.R. 444, 48 Collier Bankr. Cas. 2d 1716, 2002 Daily Journal DAR 9913, 2002 Cal. Daily Op. Serv. 7906, 2002 Bankr. LEXIS 918, 40 Bankr. Ct. Dec. (CRR) 14 (bap9 2002).

Opinions

OPINION

KLEIN, Bankruptcy Judge.

This is an appeal from a three-month extension of the debtor-in-possession’s exclusive period in which to file a chapter 11 plan of reorganization. Concluding that the pendency of a motion for a further extension of time saves the appeal from mootness and that the standard of review is de novo, we AFFIRM the order granting the first extension.

FACTS

Henry Mayo Newhall Memorial Hospital (“Hospital”), a California nonprofit public benefit corporation, owns and operates a 217-bed hospital in the Santa Clarita Valley of northern Los Angeles County. It is the only Level II Trauma Center and General Acute Care facility within 400 square miles.

On November 26, 2001, the Hospital, which was losing about $1 million/month, filed a chapter 11 case. As debtor, it was presumptively entitled under 11 U.S.C. §§ 1121(b)-(c) to “exclusive” periods of 120 days (until March 26, 2002) in which only it could file a plan of reorganization and 180 days (until May 28, 20022) to obtain acceptance by each impaired class.

On February 20, 2002, the Hospital filed a motion to extend exclusivity dates to June 28 and August 30, 2002, some 214 and 277 days, respectively, after the order for relief.

The Hospital argued the complexity of the case was “cause” to extend exclusivity and pointed to the need to: (1) resolve a dispute with the radiology group that is essential to its ability to operate as an [447]*447acute care facility; (2) challenge a particular claim; (3) renegotiate contracts with health care plans; and (4) negotiate with governmental creditors. The supporting evidence was intended to demonstrate progress in key negotiations and improvement in net revenue from a loss of $1 million/month to a gain of $1 million/month.

The court did not act on the motion to extend before expiration of the 120-day plan filing period on March 26, 2002.

On April 10, 2002, the appellant Official Committee of Unsecured Creditors (“Committee”) filed an opposition, asserting that the Hospital was not forthcoming about intended terms of a plan and had refused to consider a sale of assets despite inquiries by potential purchasers with track records of acquiring and managing hospitals.

The Committee argued that: (1) unsecured creditors should be allowed to protect themselves by proposing competing plans because the nonprofit status of the Hospital blunts the force of the absolute priority rule, which usually affords creditors leverage to block plans that give value to owners; (2) all parties would benefit from the end of exclusivity; and (3) the Hospital’s refusal to explore possible sales of itself or its assets constituted a breach of its fiduciary duty to creditors.

The Hospital replied that opening the door to a sale of assets to another hospital operator would unduly interfere with the Hospital’s efforts to reorganize itself without changing its organizational structure or management. It contended that the sale process would: (1) be expensive and protracted; (2) upset negotiations with creditors, service providers, unions, and employees; (3) impede efficient management; and (4) disrupt fund-raising activities on behalf of the Hospital. Finally, conceding that the absolute priority rule does not protect unsecured creditors in this case, the Hospital argued that they would nonetheless be sufficiently protected by other § 1129(a) plan confirmation elements, including “good faith,” “best interest,” and “feasibility.”

The bankruptcy court granted the motion. It found “cause” to extend exclusivity periods from 120 and 180 days to 214 and 277 days because: (1) this was a first extension; (2) in a complicated case; (3) that had not been pending for a long time, relative to its size and complexity; (4) in which the debtor did not appear to be proceeding in bad faith; (5) had improved operating revenues so that it was paying current expenses; (6) had shown a reasonable prospect for filing a viable plan; (7) was making satisfactory progress negotiating with key creditors; (8) did not appear to be seeking an extension of exclusivity to pressure creditors; and (9) was not depriving the Committee of material or relevant information. The order was entered on May 15, 2002.

This timely appeal followed. We imposed an expedited schedule for briefs and argument.

The debtor did not file a plan of reorganization by the June 28, 2002, deadline, but rather filed another motion to extend exclusivity. The parties indicated at oral argument that they agreed to extend exclusivity until July 23, 2002, when a status hearing was to be held in bankruptcy court.3

[448]*448JURISDICTION

Federal subject-matter jurisdiction was based on 28 U.S.C. § 1334. Adjustment of exclusivity under § 1121(d) is a “core proceeding” plan confirmation matter that a bankruptcy judge may hear and determine. 28 U.S.C. § 157(b)(2)(L). Our jurisdiction to review interlocutory § 1121(d) orders is founded upon 28 U.S.C. § 158(a)(2).

ISSUES

1. Whether expedited schedules are required for review of § 1121(d) decisions to adjust exclusivity periods.

2. Whether the appeal is moot.

3. Whether the applicable standard of review is de novo or abuse of discretion.

4. Whether the bankruptcy court erred in extending the debtor’s § 1121 exclusivity periods to file and to obtain acceptances of a chapter 11 plan of reorganization.

STANDARD OF REVIEW

As we shall later explain, we conclude that the question of § 1121(d) “cause” to adjust exclusivity is a mixed question of law and fact that is reviewed de novo. Groner v. Miller (In re Miller), 262 B.R. 499, 503 (9th Cir. BAP 2001). Mootness is a question of law that we raise sua sponte and address de novo. Menk v. LaPaglia (In re Menk), 241 B.R. 896, 903 (9th Cir. BAP 1999). We review findings of fact for clear error.

DISCUSSION

This appeal reflects a battle for long-term control of the Hospital. Existing management wishes to remain in place and in control of the reorganization process by extending the debtor’s exclusive right to propose a plan. Unsecured creditors want to be able to propose a competing plan because they think that more of the accumulated debt might be paid either if another entity took over the Hospital or if the credible threat of that happening caused various parties in interest to take more accommodating positions in plan negotiations.

We begin with the timing issue that was resolved during the motion stage of this appeal and proceed to consider questions of mootness, the appropriate standard of review, and the merits of the extension of exclusivity.

I

Appeals from interlocutory orders under § 1121(d) increasing or reducing exclusivity periods pose special scheduling challenges to the courts entertaining the appeals.

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282 B.R. 444, 48 Collier Bankr. Cas. 2d 1716, 2002 Daily Journal DAR 9913, 2002 Cal. Daily Op. Serv. 7906, 2002 Bankr. LEXIS 918, 40 Bankr. Ct. Dec. (CRR) 14, Counsel Stack Legal Research, https://law.counselstack.com/opinion/official-committee-of-unsecured-creditors-v-henry-mayo-newhall-memorial-bap9-2002.