Shure v. Vermont ex rel. Vermont Industrial Development Authority

983 F.2d 1015
CourtCourt of Appeals for the Eleventh Circuit
DecidedFebruary 16, 1993
DocketNo. 91-5446
StatusPublished

This text of 983 F.2d 1015 (Shure v. Vermont ex rel. Vermont Industrial Development Authority) is published on Counsel Stack Legal Research, covering Court of Appeals for the Eleventh Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Shure v. Vermont ex rel. Vermont Industrial Development Authority, 983 F.2d 1015 (11th Cir. 1993).

Opinion

EDWARD S. SMITH, Senior Circuit Judge:

Bradford National Bank (Bradford) appeals an order entered by the United States District Court for the Southern District of Florida denying Bradford’s motion for attorney fees as the prevailing party on appeal.1 The district court had previously entered a judgment in favor of Bradford in an appeal filed by Sure-Snap Corporation (Sure-Snap) and its guarantor, Elaine Shure, from the United States Bankruptcy Court for the Southern District of Florida.2 The district court then issued its order holding that Bradford was not entitled to attorney fees because the parties’ mortgage and security agreement (the Agreement), which contained an attorney fee provision, was terminated by the confirmation of Sure-Snap’s Chapter 11 plan of reorganization. We reverse and remand with instructions for the district court to grant reasonable appellate attorney fees to Bradford.

Issues

Bradford appeals two issues. First, did the district court err in ruling that the confirmation of Sure-Snap’s Chapter 11 plan terminated Sure-Snap’s contractual liability for Bradford’s attorney fees, where those fees were incurred in a post-confirmation appeal initiated by Sure-Snap from a pre-confirmation adversary proceeding upholding the validity of the Agreement? Second, did the confirmation of Sure-Snap’s Chapter 11 plan discharge Elaine Shure’s liability, as Sure-Snap’s guarantor, for Bradford’s appellate attorney fees?

Background

Sure-Snap, a Chapter 11 debtor, filed an action in the Bankruptcy Court for the Southern District of Florida on 21 April 1988 seeking a declaration that its indebtedness under a mortgage and security agreement held by Bradford was void under Vermont law. The bankruptcy court upheld the enforceability of the Agreement by its order of 20 June 1988. While the declaratory judgment action was pending, Sure-Snap filed its Chapter 11 plan of reorganization. The bankruptcy court confirmed Sure-Snap’s plan on 28 June 1988. Pursuant to the plan, Sure-Snap’s obligations under the Agreement were discharged in consideration of Sure-Snap’s conveyance of certain mortgaged real property to Bradford.

The Post-Confirmation Appeal

On 12 August 1988, Sure-Snap and Elaine Shure appealed to the United States District Court for the Southern District of Florida the final judgment of the bankruptcy court upholding the validity of the Agreement. The district court affirmed the bankruptcy court’s decision by memorandum opinion dated 15 September 1989. As the prevailing party, Bradford filed a motion to tax appellate attorney fees and costs against Sure-Snap. The district court denied Bradford’s motion on the ground that confirmation of Sure-Snap’s Chapter 11 reorganization plan had terminated the Agreement and consequently had extinguished Bradford’s contractual basis for an award of attorney fees.

Standard of Review

The district court held, as a matter of law, that there was no contractual or statutory basis for an award of attorney fees to Bradford. The district court’s conclusion of law is subject to complete and independent review by this court. In re Thomas, 883 F.2d 991, 994 (11th Cir.1989), cert. denied, Thomas v. Southtrust Bank, 497 U.S. 1007, 110 S.Ct. 3245, 111 L.Ed.2d 756 (1990).

Sure-Snap’s Liability for Attorney Fees

Federal courts apply state law when ruling on the interpretation of contractual attorney fee provisions. See American Family Life Assurance Co. v. United States Fire Co., 885 F.2d 826, reh’g [1018]*1018denied en banc, 892 F.2d 89 (11th Cir.1989); In re East Side Investors, 694 F.2d 242 (11th Cir.1982), reh’g denied, 702 F.2d 214 (11th Cir.1983). The law is well settled in Florida, the forum state, that matters bearing on the validity and interpretation of a contract are governed by the law of the state where the contract was made. In re Interstate Markings, Inc., 73 B.R. 1 (Bankr.M.D.Fla.1987); Goodman v. Olsen, 305 So.2d 753 (Fla.1974). The dispute in this case involves the interpretation of an attorney fee provision in the Agreement. Since Bradford and Sure-Snap executed the mortgage and security agreement in Vermont, its law of contract interpretation controls. Under Vermont law, attorney fees are not awarded unless authorized by legal authority or as a matter of contract. In re Appeal of Gadhue, 149 Vt. 322, 544 A.2d 1151 (1987); Myers v. Ambassador Ins. Co., 146 Vt. 552, 508 A.2d 689 (1986).

Bradford relies on a specific contractual provision found in the Agreement for its claim for attorney fees. The Agreement provides:

(7) Court Proceedings.... [I]f the Company [Sure-Snap] is in default hereunder, the Trustee [Bradford] may enforce the provisions of this Agreement by appropriate legal proceedings ... and may recover damages caused by any breach by the Company of the provisions of this Agreement, including court costs, reasonable attorney’s fees and other costs and expenses incurred in enforcing the obligations of the Company hereunder.

The district court erroneously refused to award Bradford’s appellate attorney fees based on the reasoning that “[t]he provision in the parties’ mortgage and security agreement for the award of attorney’s fees no longer is in force, given the termination of that agreement by virtue of the confirmation and consummation of the Appellant corporation’s Chapter 11 plan.” 3 There is no statutory support for the district court’s conclusion that confirmation of Sure-Snap's Chapter 11 plan “terminated” the Agreement. The Bankruptcy Code provides that “[e]xcept as otherwise provided ... in the plan, or in the order confirming the plan, the confirmation of a plan ... discharges the debtor from any debt that arose before the date of such confirmation.” 11 U.S.C. § 1141(d)(1)(A) (1988). The confirmation of Sure-Snap’s Chapter 11 plan did not terminate the Agreement; rather, confirmation prevented Bradford from enforcing the terms of the Agreement against Sure-Snap to collect pre-confirmation debt. See Wagner v. United States, 573 F.2d 447 (7th Cir.1978) (“[A] discharge does not cancel the obligation; the obligation still exists. A discharge merely disables the creditor from enforcing its claim.” Id. at 453.); In re Tinsley, 98 B.R. 791 (Bankr.S.D.Ohio 1989) (contractual obligation made unenforceable by the discharge). Furthermore, neither the plan nor the order confirming the plan provided for termination of the Agreement.

The confirmation of Sure-Snap’s Chapter 11 plan discharged its pre-confir-mation liabilities under the Agreement.

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Related

Goodman v. Olsen
305 So. 2d 753 (Supreme Court of Florida, 1974)
In Re Scranes, Inc.
67 B.R. 985 (N.D. Ohio, 1986)
Matter of Hadden
57 B.R. 187 (W.D. Wisconsin, 1986)
Grynberg v. Danzig (In Re Grynberg)
143 B.R. 574 (D. Colorado, 1990)
Myers v. Ambassador Ins. Co., Inc.
508 A.2d 689 (Supreme Court of Vermont, 1986)
In Re Tinsley
98 B.R. 791 (S.D. Ohio, 1989)
Wright v. Doolin
607 A.2d 1137 (Supreme Court of Vermont, 1992)
Danzig v. Grynberg (In Re Grynberg)
113 B.R. 709 (D. Colorado, 1990)
Matter of Interstate Markings, Inc.
73 B.R. 1 (M.D. Florida, 1987)
In Re Appeal of Gadhue
544 A.2d 1151 (Supreme Court of Vermont, 1987)
Thomas v. Southtrust Bank of Alabama
110 S. Ct. 3245 (Supreme Court, 1990)
Michael-Regan Co. v. Lindell
527 F.2d 653 (Ninth Circuit, 1975)
Universal Drilling Co. v. Camay Drilling Co.
737 F.2d 869 (Tenth Circuit, 1984)

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Bluebook (online)
983 F.2d 1015, Counsel Stack Legal Research, https://law.counselstack.com/opinion/shure-v-vermont-ex-rel-vermont-industrial-development-authority-ca11-1993.