Second Grand Traverse School v. Boyd

100 F. App'x 430
CourtCourt of Appeals for the Sixth Circuit
DecidedJune 4, 2004
DocketNo. 03-1297
StatusPublished
Cited by1 cases

This text of 100 F. App'x 430 (Second Grand Traverse School v. Boyd) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Second Grand Traverse School v. Boyd, 100 F. App'x 430 (6th Cir. 2004).

Opinion

DUGGAN, District Judge.

Plaintiffs-Appellants Second Grand Traverse School, L.P. and JS Development II, L.L.C. (“Appellants”) appeal from the district court’s order dismissing an appeal of a bankruptcy court’s sale order. For the reasons set forth below, the decision of the district court is affirmed.

Background & Procedural History

An involuntary bankruptcy petition filed against the Debtor. Second Grand Traverse School, underlies this appeal. In May 2000, the Debtor contracted with Comstock Construction Company (“Com-stock”) for the construction of a school building on Debtor’s property. After construction began, the Debtor failed to pay Comstock.1 Due to nonpayment. Com-stock stopped construction, filed construction liens on the property, pursued relief in state court, and eventually filed an involuntary Chapter 11 bankruptcy petition against the Debtor on July 19, 2001. The bankruptcy court held that the state court ordered arbitration should proceed, and on March 6, 2002, an arbitration award was entered in favor of Comstock. On April 18, 2002, the parties consented to an Order of Relief pursuant to Chapter 11 and to the appointment of a Chapter 11 Trustee, James W. Boyd.

On June 14, 2002, the Trustee moved to sell Debtor’s estate, the property and the partially constructed school (“property”), for $8.5 million. However, the motion was withdrawn when the purchaser failed to secure funding. On July 8, 2002, the Trustee moved to sell the property again, this time to Comstock for a purchase price of $3,579,844.40. According to Appellants, this amount “was exactly the amount owed to the creditors of the Debtor, including Comstock, plus the amount to be paid to the Trustee.” (Appellants’ Br. at 9).

On July 18, 2002, the bankruptcy court held a hearing on the Trustee’s motion. During the lengthy hearing, the Debtor argued that Comstock’s offer was unfair and the property could have been sold for a higher price. (J.A. Vol. I at 171). On that same day, the bankruptcy court issued an order granting the Trustee’s motion to sell the Debtor’s estate. That order states in part:

6. The Purchase and Sale Agreement for Real Property (hereinafter the “Agreement”) entered into by the Trustee as Seller and Comstock Construction Company as Purchaser contains reasonable terms and has been entered into in good faith.
8. Comstock Construction Company has purchased the Property in good faith.

(J.A. Vol. I at 227). Athough such orders authorizing sales are normally stayed for ten days, at the request of the Trustee, the bankruptcy court ordered that the automatic stay would not apply in this case. On the day following the hearing before the bankruptcy court, Comstock purchased the property.

On July 24, 2002, Appellants filed their notice of appeal. In conjunction with their notice of appeal. Appellants filed a Statement of Issues, outlining the reasons why the bankruptcy court’s order approving the sale on an expedited basis was in error. The Appellants noted that the Trustee had never listed the property with a realtor, had not advertised the property, and had taken no efforts to market the [432]*432property. In addition, the Appellants asserted that the expedited sale “served to chill bidding,” and that the Appellants presented testimony that the proposed sale price was for a price “far below the current market price.” (J.A. Vol. I at 18).

On October 11, 2002, the Trustee filed a motion to dismiss the appeal as moot pursuant to 11 U.S.C. § 363(m). Appellants opposed the motion to dismiss arguing that § 363(m) does not apply in cases such as this, where the issue of whether the sale was made in good faith is disputed. In an opinion filed January 28, 2003, the district court granted the motion to dismiss. No hearing was held on the motion.

Discussion

The two issues before the Court are: (1) whether the district court committed reversible error by prematurely dismissing their appeal as moot pursuant to 11 U.S.C. § 363(m); and (2) whether the bankruptcy court abused its discretion by waiving the automatic stay provision found in Federal Rule of Bankruptcy Procedure 6004(g). The district court did not address this latter issue. Appellants believe that the district court erred by “failing to determine whether the mootness doctrine applies when the bankruptcy court erroneously waives the automatic stay of a sale order.” (Appellants’ Br. at 20).

Central to the district court’s opinion is the mootness rule found in 11 U.S.C. § 363(m). It provides:

The reversal or modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or lease of property does not affect the validity of a sale or lease under such authorization to an entity that purchased or leased such property in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and such sale or lease were stayed pending appeal.2

Courts refer to this section as the “mootness rule” and have interpreted it to mean that where property is sold to a good faith purchaser pursuant to a bankruptcy court’s authorization, any appeal of the sale authorization is moot unless the appellant has obtained a stay of the sale pending appeal.3 See 255 Park Plaza Assocs. Ltd. P’ship v. Conn. Gen. Life Ins. Co. (In re 255 Park Plaza Assocs. Ltd. P’ship), 100 F.3d 1214 (6th Cir.1996). It is undisputed that the mootness rule only operates to bar an appeal when a purchaser buys property in good faith. Thus, courts will reconsider a sale on appeal where the purchaser was not a good faith purchaser. Plotner v. AT & T, 172 B.R. 337, 341 (W.D.Okla.1994).

Appellants’ first argument on appeal is that the district court erred in dismissing the appeal pursuant to § 363(m) because the good faith of the purchaser was disputed. The crux of Appellants’ argument is that they are entitled to a “full review on the merits of the purchaser’s bad faith.” (Appellants’ Reply Br. at 9). Appellants had an opportunity to contest the bad faith of the purchaser in the context of the Trustee’s motion to dismiss before the district court. Thus, the district court did not err in dismissing the case pursuant to § 363(m).

[433]*433At the Trustee’s request, the bankruptcy-court made a finding at the hearing that Comstock’s purchase was in good faith:

Mr. Schuknecht [Counsel for Trustee]: Lastly, I would like the Court, if it would, to make a finding based on the record here today that Comstock is purchasing in good faith, which I believe you can from the record that’s here before you today.
The Court: I’m prepared to do that based on the position that Comstock holds in this case and the fact it hasn’t been paid for several years.

(J.A. I at 181).

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