Mesabi Metallics Co LLC v. B Riley FBR Inc ( 2022 )

PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
____________
No. 20-3002
_____________
In re: ESSAR STEEL MINNESOTA, LLC; ESML
HOLDINGS, INC.,
Debtors
MESABI METALLICS COMPANY, LLC, F/K/A ESSAR
STEEL MINNESOTA, LLC; CHIPPEWA CAPITAL
PARTNERS, LLC,
Appellants
v.
B. RILEY FBR, INC., F/K/A B. RILEY & CO., LLC
________________
Appeal from the United States Bankruptcy Court
for the District of Delaware
(District Court Nos. 1-16-bk-11626;
18-ap-50833; 1-19-cv-00397)
________________
Argued September 29, 2021
Before: AMBRO, KRAUSE, and BIBAS, Circuit Judges
(Opinion filed: August 25, 2022)
Jeffrey M. Schlerf
Gray Robinson
1007 North Orange Street
4th Floor, Suite 1278
Wilmington, DE 19801
Counsel for Debtor
Joshua A. Berman (Argued)
White & Case
1221 Avenue of the Americas
New York, NY 10020
Jeffrey M. Schlerf
Gray Robinson
1007 North Orange Street
4th Floor, Suite 1278
Wilmington, DE 19801
Counsel for Appellant
G. David Dean
Katherine M. Devanney
Andrew J. Roth-Moore
Cole Schotz
500 Delaware Avenue
Suite 1410
Wilmington, DE 19801
Counsel for Appellee
2
Joseph M. Pastore, III (Argued)
Pastore & Dailey
100 Summit Lake Drive
Suite 120
Valhalla, NY 06905
Counsel for Appellee
__________
OPINION OF THE COURT
___________
AMBRO, Circuit Judge
The scope of a bankruptcy court’s jurisdiction narrows
after the confirmation of a debtor’s restructuring plan. Parties
thus often dispute whether bankruptcy jurisdiction extends to
their post-confirmation proceedings. We review such an issue
here, where the Delaware Bankruptcy Court dismissed for lack
of jurisdiction an adversary proceeding asking it to interpret
and enforce a discharge injunction issued in its prior
restructuring plan and confirmation order. For the reasons
below, we hold that the Bankruptcy Court had jurisdiction over
the adversary proceeding, and so reverse its decision and
remand for further proceedings.
I. BACKGROUND
A. The Essar Steel/ESML Bankruptcy
ESML Holdings Inc. and Essar Steel Minnesota LLC
(together with their debtor-affiliates, “ESML”) filed for
3
Chapter 11 bankruptcy in the District of Delaware in July 2016.
In re ESML Holdings Inc., No. 16-11626, ECF No. 1 (Bankr.
D. Del. July 8, 2016). Nearly a year later, the Bankruptcy
Court confirmed ESML’s bankruptcy plan of reorganization.
Chippewa Capital Partners, LLC (“Chippewa”), as the plan’s
sponsor, funded ESML’s exit from bankruptcy. Of relevance
here, the plan and confirmation order (1) discharged all claims
against ESML arising before the plan’s effective date and
(2) enjoined actions against ESML and Chippewa by holders
of those claims. The Court retained jurisdiction over “any
matter (a) arising under the Bankruptcy Code, (b) arising in or
related to the Chapter 11 [c]ases or the [p]lan, or (c) that relates
to” various other matters stemming from the plan or its
confirmation order. J.A. at 103–05; see also J.A. at 204. The
plan became effective on December 22, 2017, at which time
ESML emerged from bankruptcy as Mesabi Metallics
Company LLC (“Reorganized Mesabi”).
B. The Engagement Agreement with B. Riley
During the bankruptcy case, Chippewa sought to
acquire ESML. Its affiliate, ERP Iron Ore (“ERPI”), agreed to
engage B. Riley & Co., LLC (now known as B. Riley FBR,
Inc.) as its exclusive financial advisor to assist the “Company”
(defined as ERPI and its affiliates) with the acquisition; B.
Riley would receive a “Restructuring Transaction Fee” if ERPI
successfully acquired ESML. The parties later amended the
agreement to stipulate, among other things, that B. Riley would
“provide additional financial advisory services to the
Company” in connection with a financing transaction for
which B. Riley would receive a success fee of 3–5% on
4
consummation of certain debt financing transactions.1 J.A. at
342–43.
On December 21, 2017—a day before the plan’s
effective date—B. Riley, ERPI, and Chippewa entered a
second amendment (as so amended, the “Engagement
Agreement”). Most relevant here, that amendment purported
to bind ERPI, Chippewa, and the post-effective date
Reorganized Mesabi.2
C. The Fee Dispute and Ensuing Litigation
After a debt financing transaction closed in June 2018,
B. Riley sought payment from Chippewa and Reorganized
Mesabi (for ease of reference, they are jointly referred to
hereafter as simply “Mesabi”) of more than $16 million as a
success fee under the Engagement Agreement. When Mesabi
refused to pay, B. Riley brought two actions to collect: (1) a
lawsuit in the United States District Court for the District of
Minnesota, see B. Riley FBR, Inc. v. Chippewa Cap. Partners
1
The initial agreement and first amendment were signed on
behalf of ERPI by Thomas Clarke, as CEO of Chippewa and
CEO and controlling owner of ERPI.
2
Clarke signed the second amendment on behalf of ERPI and
Chippewa. A week before the parties entered that amendment,
ESML had disclosed that Clarke would become a board
member of Reorganized Mesabi, which had yet to come into
existence. Following the effective date, he became CEO of that
entity.
5
LLC, No. 18-cv-2575 (D. Minn.); and (2) an arbitration filed
with the Financial Industry Regulatory Authority (“FINRA”).3
In response, Mesabi filed in the Bankruptcy Court an
adversary complaint for civil contempt, declaratory judgment,
and breach of the plan, maintaining the fee had been discharged
by the plan and its confirmation order, and B. Riley’s actions
to collect violated that order. B. Riley moved to dismiss the
adversary proceeding, contending, among other things, that its
claim was not a pre-effective date claim enjoined by the plan
and confirmation order. Mesabi opposed dismissal and
asserted that (1) Clarke lacked authority to bind Reorganized
Mesabi before the effective date, and (2) even if he had
authority, any claim B. Riley may have under the Engagement
Agreement arose when the second amendment was entered on
December 21, 2017, and so was discharged a day later on the
plan’s effective date.
The Bankruptcy Court took the matter under
advisement and held oral argument, during which subject
matter jurisdiction was raised. In a bench ruling the next day,
the Court ruled it lacking, thus dismissing the adversary
proceeding.
3
The Minnesota action was dismissed with prejudice, and the
FINRA arbitration has been stayed pending the outcome of this
case. In addition to these actions against Mesabi, B. Riley sued
Clarke personally, alleging fraud in connection with the
negotiation, execution, and performance of the Engagement
Agreement. See B. Riley FBR, Inc. v. Clarke, No. 18-cv-2318
(D. Minn.). That case settled following the Minnesota District
Court’s denial of Clarke’s motion to dismiss.
6
Mesabi appealed to the District Court and requested,
with the support of B. Riley, the appeal be certified directly to
our Court. The District Court, without ruling on the merits, did
so on the following issues:
(1) whether the Bankruptcy Court erred in concluding it
lacked subject matter jurisdiction to interpret and
implement the Discharge Injunction it issued by prior
Confirmation Order and related Plan, and (2) whether
the Bankruptcy Court erred in concluding it lacked
subject matter jurisdiction to redress contempt of its
prior Confirmation Order.
J.A. at 28. We agreed to hear the appeal.
II. JURISDICTION AND STANDARD OF REVIEW
The Bankruptcy Court’s jurisdiction is at issue and is
discussed in detail below. The District Court had jurisdiction
under 28 U.S.C. § 158(a) to hear bankruptcy appeals “from
final judgments, orders, and decrees,” and discretionary
jurisdiction over appeals “from other interlocutory orders and
decrees.” Id. § 158(a)(1), (3). We have jurisdiction under 28
U.S.C. § 158(d)(2), as the District Court certified the
Bankruptcy Court’s order for direct appeal, and we authorized
that appeal.
We review a bankruptcy court’s dismissal for lack of
subject matter jurisdiction anew, or de novo. In re W.R. Grace
& Co., 591 F.3d 164, 170 n.7 (3d Cir. 2009).
7
III. ANALYSIS
The parties suggest different approaches for
determining whether the Bankruptcy Court had jurisdiction
over the adversary proceeding. B. Riley urges us to follow the
lead of that Court and apply the “close nexus” test from In re
Resorts International, Inc., 372 F.3d 154, 166–68 (3d Cir.
2004). Under that test, as the term sounds, if a post-
confirmation proceeding lacks a close connection to the
implementation of a plan of reorganization or the underlying
bankruptcy case, the bankruptcy court lacks jurisdiction. Id.Mesabi counters that the action was a core proceeding over
which bankruptcy courts unequivocally have jurisdiction and
to which the close nexus test did not apply. It also contends
the Bankruptcy Court’s ruling conflicted with the Supreme
Court’s declaration that a bankruptcy court “plainly ha[s]
jurisdiction to interpret and enforce its own prior orders.”
Travelers Indem. Co. v. Bailey, 557 U.S. 137, 151 (2009).
A. The Contours of Statutory Bankruptcy
Jurisdiction
Before delving into the substance of the parties’
arguments, we ground our discussion in the broader context of
bankruptcy jurisdiction. The aim of the Bankruptcy Code, 11
U.S.C. § 101 et seq., is to sort out, as much as possible, a
debtor’s financial affairs in one place. See Douglas G. Baird,
The Elements of Bankruptcy 24 (7th ed. 2022). That place is a
bankruptcy court.
Getting there requires a pass-through, however. Only
district courts are directly assigned the authority to rule in
bankruptcy matters. Under 28 U.S.C. § 1334(a)–(b), “district
courts shall have original and exclusive jurisdiction of all cases
8
under title 11 [in the Bankruptcy Code],” and “original but not
exclusive jurisdiction of all civil proceedings arising under title
11, or arising in or related to cases under title 11.” Think of a
“case” as the entirety of the process a bankruptcy petition
triggers, and a “proceeding” is one of the discrete activities
within that process that may include, among other things,
contested matters and certain litigated matters (the latter called
“adversary proceedings,” see Fed. R. Bankr. P. 7001). See
generally 1 Collier on Bankruptcy ¶ 3.01[2] (16th ed. 2022).
Fleshed out, district courts may have jurisdiction over four
types of title 11 matters (the first of which is not relevant here):
“(1) cases under title 11, (2) proceeding[s] arising under title
11, (3) proceedings arising in a case under title 11, and
(4) proceedings related to a case under title 11.” Resorts, 372
F.3d at 162 (internal quotation marks omitted). As one court
recently explained:
A case4 ‘arises under’ [the Bankruptcy Code]
when the cause of action is based on a right or
remedy expressly provided by the Bankruptcy
Code. Proceedings ‘arising in’ a case under [the
Bankruptcy Code] include matters that, though
not explicitly mentioned in the Code, would not
exist outside of bankruptcy. Related matters are
generally causes of action under state law that are
imported into the bankruptcy because of their
impact on the size of the debtor’s estate, and
hence the distribution to the debtor’s creditors.
4
“[C]ase” here is used colloquially to refer to a matter of
litigation (thus a proceeding) and not a bankruptcy case as
intended in the next sentence.
9
In re Weiand Auto. Indus., 612 B.R. 824, 854 (Bankr. D. Del.
2020) (internal quotation marks omitted) (footnote added).
So where do bankruptcy courts come in? They are
adjuncts of district courts who, under 28 U.S.C. § 157(a), may
“refer[]” Title 11 cases to bankruptcy judges in their districts.
By institutional custom and practice, that is what routinely
occurs. Section 157 also sets out the types of proceedings
bankruptcy courts may hear. Under that section, they may
“hear and determine . . . core proceedings,” 28 U.S.C.
§ 157(b)(1) (emphasis added), but in non-core proceedings
may only hear and make proposed findings of fact and
conclusions of law unless all parties consent, id. § 157(c)(1)–
(2). These categories overlap with § 1334’s four avenues to
bankruptcy jurisdiction discussed above. Core proceedings are
“[c]ases under title 11, proceedings arising under title 11, and
proceedings arising in a case under title 11,” while non-core
proceedings are “‘related to’ a case under title 11.” In re
Combustion Eng’g, Inc., 391 F.3d 190, 225 (3d Cir. 2004).
Because the words “arising under,” “arising in,” and “related
to” are so general and indeterminate, courts seek to sift
meaning from context. And there we go next.
B. The Applicability of the Close Nexus Test
The proceeding here (asking the Bankruptcy Court to
interpret and implement the discharge injunction it issued in
the plan and confirmation order) is a post-confirmation
adversary proceeding. While “the scope of bankruptcy court
jurisdiction diminishes with plan confirmation, [that]
jurisdiction does not disappear entirely.” Resorts, 372 F.3d at
165. To determine whether a bankruptcy court has jurisdiction
over a proceeding, courts must consider whether it falls into
one of these core or non-core categories. B. Riley begins with
10
“related to” jurisdiction and argues that the Bankruptcy Court
lacked jurisdiction because Mesabi failed to show a close
nexus to the underlying bankruptcy. See id. at 166–67. We
disagree, as we conclude that test does not apply to Mesabi’s
claims.
The close nexus test derives from Resorts, where our
Court addressed the scope of a bankruptcy court’s jurisdiction
over a post-confirmation adversary proceeding. Id. at 159,
161. It involved a malpractice action brought by a litigation
trust set up under the debtors’ confirmed bankruptcy plan
against an accounting firm that had provided the trust with tax
advice and accounting services. Id. at 158–59. We focused
our analysis on whether the Bankruptcy Court had “related to”
jurisdiction over the malpractice dispute. Id. at 171. In so
doing, we declined to decide whether the malpractice action
was a core proceeding, because “‘related to’ jurisdiction is the
broadest of the potential paths to bankruptcy jurisdiction.” Id.
at 163.
The key question in Resorts thus became whether there
existed “a close nexus to the bankruptcy plan or proceeding
sufficient to uphold bankruptcy court jurisdiction over the
matter.” Id. at 166–67. When that happens, such “as when a
matter affects the interpretation, implementation,
consummation, execution, or administration of a confirmed
plan or incorporated litigation trust agreement, retention of
post-confirmation bankruptcy court jurisdiction is normally
appropriate.” Id. at 168–69. But the malpractice action in
Resorts lacked a close connection “to the bankruptcy plan or
proceeding and affect[ed] only matters collateral to the
bankruptcy process,” as “resolution of the[] malpractice claims
[would] not affect the estate” and would “have only incidental
11
effect on the reorganized debtor.” Id. at 169. We thus held the
Bankruptcy Court lacked “related to” subject matter
jurisdiction. Id. at 170–71.
B. Riley contends Resorts’ close nexus test governs here
and disposes of this case. Yet that analytical tool does not
extend to core proceedings. In re Seven Fields Dev. Corp., 505
F.3d 237, 260 (3d Cir. 2007). A non-exhaustive list of the
categories of core proceedings is set out in § 157(b)(2), and
includes “determinations as to the dischargeability of particular
debts,” “objections to discharges,” and “confirmations of
plans.” 28 U.S.C. § 157(b)(2)(I), (J), (L).
This matter falls within those categories of core
proceedings, as Mesabi asked the Bankruptcy Court to
interpret the discharge injunction order in its own plan and
confirmation order to determine whether B. Riley’s fee was
discharged in the bankruptcy.5 Indeed, bankruptcy courts
routinely recognize similar requests as core. See, e.g., Weiand
Auto. Indus., 612 B.R. at 831, 855 (post-confirmation request
to interpret and enforce discharge injunction in plan and
confirmation order is a core proceeding under § 157(b)(2)(I)–
(J)); In re G-I Holdings, Inc., 580 B.R. 388, 424 (Bankr. D.N.J.
2018) (“Enforcing the discharge injunction is within this
5
B. Riley contests this framing, contending Mesabi “merely
asked [the Bankruptcy Court] to enforce the discharge
provision, not to interpret it.” Appellee Br. at 20. Not so. The
nature of this adversary proceeding required the Court to
determine the interplay between the Engagement Agreement
on the one hand, and the plan and confirmation order on the
other—a task that necessarily requires interpretation of those
documents.
12
Court’s core jurisdiction because it is enforcing this Court’s
confirmation order based on rights provided in the Code . . . .”
(internal quotation marks omitted)); In re Christ Hosp., 502
B.R. 158, 179–80 (Bankr. D.N.J. 2013) (motion to enforce
confirmation order is core under § 157(b)(2)(L) & (N) because
“[e]nforcement motions relating to such orders are . . . squarely
within this court’s jurisdiction to hear and determine”); In re
Texaco Inc., 182 B.R. 937, 944 (Bankr. S.D.N.Y. 1995)
(“There can be no question that a proceeding such as this, to
enforce and construe a confirmation order issued by this Court
in this case, constitutes a proceeding arising in or related to a
case under title 11 . . . [, and so] is a core proceeding under
section 157(b)(2).” (internal quotation marks omitted)).
Moreover, executing the second amendment a day
before the plan’s effective date may hint that Chippewa and
ERPI tried to circumvent the bankruptcy process to bind
Reorganized Mesabi to a contract containing a major
contingency fee before the entity came into existence and could
independently review and consent—something that, viewed in
this light, we would consider a core bankruptcy proceeding.
Our conclusion is further supported by In re Allegheny Health
Education & Research Foundation, where we determined that
an adversary proceeding requesting a bankruptcy court
interpret and enforce its own sale orders “was a core
proceeding because it required the court to interpret and give
effect to its previous sale orders.” 383 F.3d 169, 174–76 (3d
Cir. 2004); cf. In re Somerset Reg’l Water Res., LLC, 949 F.3d
837, 844 (3d Cir. 2020) (dispute asking bankruptcy court to
interpret and enforce its own loan order “falls within the
bankruptcy court’s statutory jurisdiction over core
proceedings”).
13
B. Riley nonetheless contends “post-confirmation plan
and confirmation order disputes can be ‘related to’ matters that
trigger application of the close nexus standard . . . [if they are]
not per se ‘core’ matters falling under the bankruptcy court’s
jurisdiction.”6 Appellee Br. at 15–16 (citing In re Shenango
Group, Inc., 501 F.3d 338, 342–44 (3d Cir. 2007)). In
Shenango, we held that a post-confirmation motion to reopen
a bankruptcy case to compel the reorganized debtor to comply
with the bankruptcy plan and fully fund benefit increases for
certain pensioner-creditors fit “related to” jurisdiction. 501
F.3d at 343–44. We never addressed whether these
proceedings could also qualify as core. Doing so was
unnecessary, as “‘related to’ jurisdiction is the broadest of the
potential paths to bankruptcy jurisdiction, so we need[ed] only
[to] determine whether [the] matter [was] at least ‘related to’
the bankruptcy” to ascertain our authority to decide. Resorts,
372 F.3d at 163. Because it was related, we had jurisdiction
and needed go no further. Thus Shenango only shows post-
6
In a similar vein, B. Riley also cites In re Wilshire Courtyard,
where the Ninth Circuit applied the close nexus test to hold that
“related to” jurisdiction extended to a motion to reopen a
bankruptcy case to enforce a discharge order. 729 F.3d 1279,
1287–93 (9th Cir. 2013). Before applying that test, the Court
rejected the reorganized debtor’s argument that there was
“arising under” (or core) jurisdiction. Id. at 1285. Resolution
of the underlying dispute implicated § 346 of the Bankruptcy
Code, but, the Court noted, that section did “not provide the
substantive rule of decision.” Id. (citing 11 U.S.C. § 346).
Wilshire Courtyard does not apply because it concerned a
different Code provision than the one implicated here. And to
the extent that case conflicts with our ruling, we are, in any
event, not bound by it.
14
confirmation proceedings can be “related to” matters; it does
not go so far as to say they cannot be core.7 See also Seven
Fields, 505 F.3d at 260 n.21 (“Our decision in Shenango Group
does not affect this case[,] as here the issue is not whether the
suit is ‘related to’ the bankruptcy, but, instead, whether it is
‘arising in’ the bankruptcy.”).
The Bankruptcy Court here also had subject matter
jurisdiction to redress a possible contempt of its plan and
confirmation order. As our sister circuits have explained,
“[c]ivil contempt proceedings arising out of core matters are
themselves core matters.” In re Ocean Warrior, Inc., 835 F.3d
1310, 1318 (11th Cir. 2016) (alteration in original) (quoting In
re Skinner, 917 F.2d 444, 448 (10th Cir. 1990)); see also In re
White-Robinson, 777 F.3d 792, 795–96 (5th Cir. 2015) (per
curiam) (observing that a contempt order fell “within one of
the statutorily-enumerated examples of core proceedings
because it was a ‘matter concerning the administration of the
estate’” (alterations adopted) (quoting 28 U.S.C. § 157(b)(2))).
Because the contempt proceeding here arose out of the
previously entered plan and confirmation order—which, as we
have explained, themselves implicated explicitly enumerated
core proceedings under § 157(b)(2)—it was also a core
proceeding over which the Bankruptcy Court had jurisdiction.
7
We likewise note that we do not hold that post-confirmation
plan and confirmation order disputes are per se core
proceedings that confer bankruptcy jurisdiction. Rather,
whether a proceeding is core should be decided on a case-by-
case basis, and, for the reasons stated above, the facts here
make this case a core proceeding.
15
C. The Travelers Principle
In addition, the Bankruptcy Court’s conclusion that it
lacked subject matter jurisdiction over the adversary
proceeding conflicted with Travelers, where the Supreme
Court recognized that bankruptcy courts have jurisdiction to
interpret and enforce their prior orders. That decision arose out
of the bankruptcy proceedings of Johns-Manville Corporation,
a major supplier and manufacturer of asbestos products.
Travelers, 557 U.S. at 140. After becoming mired in lawsuits
for injuries caused by asbestos, it filed for bankruptcy under
Chapter 11.
Travelers, as Johns-Manville’s primary insurer, had a
stake in the outcome of the bankruptcy proceedings. Id. In
1986, the Bankruptcy Court issued an insurance settlement
order that created a creditor trust to compensate future injured
claimants. Id. at 141. That order provided that Travelers and
other insurers would fund the trust in exchange for an
injunction against future actions by injured claimants. Id. at
141–42. The settlement order was later incorporated by
reference in the Bankruptcy Court’s order confirming the
reorganization plan. Id. at 142.
More than a decade later, Travelers, facing new
asbestos-related claims, asked the Bankruptcy Court to enjoin
those lawsuits under the 1986 orders. Id. at 142–43. The Court
issued a clarifying order that the prior orders barred the new
actions. Id. at 143–45. On appeal, the Second Circuit reversed,
holding that the new claims fell outside the scope of the 1986
orders, so the Bankruptcy Court lacked jurisdiction to enjoin
the new actions and enter the clarifying order. Id. at 146–47.
16
Travelers appealed to the Supreme Court. It reversed
and upheld the clarifying order because the Bankruptcy Court
properly interpreted its 1986 orders. Id. at 148–51. Whether
that Court had jurisdiction to issue the clarifying order was
“easy,” as it “plainly had jurisdiction to interpret and enforce
its own prior orders.” Id. at 151.
We apply that same principle here. Like Travelers,
Mesabi asked the Bankruptcy Court to enforce the discharge
and injunction provisions of its plan and confirmation order
after the debtor emerged from bankruptcy. Moreover, where a
reorganized debtor seeks to invoke the jurisdiction of the
Bankruptcy Court to enjoin third-party lawsuits is arguably
closer to the underlying bankruptcy than the Travelers
proceeding, which merely involved a third party’s request to
enjoin third-party lawsuits.
B. Riley tries to distinguish Travelers, arguing it is out
of step with our Circuit’s “fact-based approach to post-
confirmation jurisdiction,” and that applying it here “threatens
unending jurisdiction.” Appellee Br. at 24–25 (quoting
Resorts, 372 F.3d at 160). We are not persuaded. As we
explained, the cases are factually similar in key respects, so we
see no reason why the Travelers principle should not apply
here. Just because the facts do not compel B. Riley’s desired
result does not mean we have deviated from our precedent.
Also not persuasive is its specter of “unending jurisdiction.”
Bankruptcy courts are quite capable of recognizing and
distinguishing the key facts here from other cases. Moreover,
a court has wide latitude under 28 U.S.C. § 1334(c)(1) to
“permissively abstain from any proceeding over which it has
17
jurisdiction.”8 Bricker v. Martin, 348 B.R. 28, 34 (W.D. Pa.
2006). Accordingly, we conclude the Bankruptcy Court
“plainly had jurisdiction to interpret and enforce” the discharge
and injunction provisions of its plan and confirmation order.
See Somerset Reg’l Water Res., 949 F.3d at 845 (internal
quotation marks omitted) (recognizing bankruptcy court
“plainly had jurisdiction to interpret and enforce” previously
issued loan order under Travelers).
* * *
In an adversary proceeding, Mesabi asked the
Bankruptcy Court to determine whether a fee it purportedly
owed B. Riley was discharged under the prior-issued plan and
confirmation order, and, if so, to enforce that order against B.
Riley. Applying the close nexus test, the Court dismissed the
proceeding for lack of subject matter jurisdiction. But as the
8
B. Riley also argues that, even if the Bankruptcy Court did
have jurisdiction over the adversary proceeding, we may still
affirm its ruling on the ground that the Court had discretion to
abstain from hearing the matter. We disagree. While 28
U.S.C. § 1334(c)(1) allows bankruptcy courts to abstain from
hearing any proceeding “arising under [the Bankruptcy Code]
or arising in or related to a case under [the Bankruptcy Code],”
if it is “in the interest of justice, or in the interest of comity with
State courts or respect for State law,” 28 U.S.C. § 1334(c)(1),
permissive abstention decisions are the exclusive domain of
the bankruptcy courts and are not reviewable by our Court. See
Seven Fields, 505 F.3d at 251; see also 28 U.S.C. § 1334(d).
We thus cannot affirm the ruling of the Bankruptcy Court on
this ground. We note, of course, that it may consider abstaining
on remand if it is so inclined.
18
action was a core proceeding under the Bankruptcy Code, the
close nexus test is not in play. Further, dismissal here deviated
from the principle the Supreme Court articulated in Travelers
that a bankruptcy court “plainly ha[s] jurisdiction to interpret
and enforce its own prior orders.” 557 U.S. at 151. As
jurisdiction exists for this action, we reverse and remand to the
Bankruptcy Court for further proceedings.
19