In Re Alabama Aircraft Industries, Inc. , 514 F. App'x 193 ( 2013 )

NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
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No. 12-1290
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IN RE: ALABAMA AIRCRAFT INDUSTRIES, INC., et al.,
Debtors
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THE BOEING COMPANY,
Appellant
v.
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On Appeal from the United States District Court
for the District of Delaware
(D.C. No. 1:11-cv-01003)
District Judge: Hon. Joseph E. Irenas
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Submitted Pursuant to Third Circuit L.A.R. 34.1(a)
December 21, 2012
BEFORE: McKEE, Chief Judge, and SLOVITER, VANASKIE, Circuit Judges.
(Opinion Filed: March 5, 2013)
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OPINION
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McKee, Chief Judge.
The Boeing Company (“Boeing”) appeals an order of the District Court affirming
the Bankruptcy Court‟s judgment approving the vesting of certain causes of action
belonging to Alabama Aircraft Industries, Inc. (“AAII”), in a litigation trust whose
proceeds benefit both AAII and Kaiser Aircraft Industries, Inc. (“Kaiser”), a third-party
acquirer. For the reasons set forth below, we will dismiss the appeal as moot.
I.
As we write primarily for the parties, it is unnecessary to provide the factual or
procedural history of this litigation except insofar as it helps our discussion.1
Boeing appealed the Bankruptcy Court‟s judgment to the District Court, and
Kaiser moved to dismiss Boeing‟s appeal, claiming it was moot under 11 U.S.C.
§ 363(m). That provision of the Bankruptcy Code protects a sale if bankruptcy estate
property has been sold to a good faith purchaser and the party seeking reversal has failed
to obtain a stay. On January 17, 2012, the District Court entered an order ruling in favor
of Kaiser and the Debtors. See In re Alabama Aircraft Indus., 464 B.R. 120, 123-26 (D.
Del. 2012). This appeal followed.
1
The Bankruptcy Court had jurisdiction under 28 U.S.C. §§ 157 and 1134. The District
Court had subject matter jurisdiction over Boeing‟s appeal of the Bankruptcy Court‟s
order under 28 U.S.C. § 158(a). We have jurisdiction over Boeing‟s appeal from the
District Court‟s order pursuant to 28 U.S.C. §§ 158(d) and 1291. Our review of the legal
conclusions of both the Bankruptcy Court and the District Court is plenary. In re
Heritage Highgate, Inc., 679 F.3d 132, 139 (3d Cir. 2012). We review the District
Court‟s findings of fact for clear error. In re Marvel Entm’t Grp., Inc., 140 F.3d 463, 470
(3d Cir. 1998).
2
II.
Section 363(b)(1) of the Bankruptcy Code provides that the “trustee, after notice
and a hearing, may . . . sell . . . other than in the ordinary course of business, property of
the estate.” Section 363(m) then provides that “[t]he reversal or modification on appeal
of an authorization under subsection (b) or (c) of this section of a sale . . . of property
does not affect the validity of a sale . . . under such authorization to an entity that
purchased or leased such property in good faith . . . unless such authorization and such
sale . . . were stayed pending appeal.”
We have held that an appeal of the denial of a challenge of a sale of estate
property may be dismissed as moot if (1) the sale was not stayed pending appeal, and (2)
reversal or modification of the Bankruptcy Court‟s authorization would affect the validity
of the sale. See Krebs Chrysler-Plymouth, Inc. v. Valley Motors, Inc., 141 F.3d 490, 499
(3d Cir. 1998).
Here, Boeing failed to move for a stay of the sale after its oral request for a stay
was denied in the District Court. Boeing also failed to move for a stay of the formation
of the Trust in either the District Court or this court. Accordingly, the appeal should be
dismissed as moot if reversal or modification of the Bankruptcy Court‟s sale order would
“affect the validity of the sale.”2 Id.
2
Boeing contends that the Trust‟s creation is not a “sale” that would benefit from
§ 363(m) protection and relies primarily on the fact that the Bankruptcy Court‟s order
described it as a “fair and appropriate use” of estate property. J.A. at 422 (emphasis
added). However, even if the Bankruptcy Court at some point referred to the Trust as a
“use” instead of a “sale,” it is demonstrably clear that the Court intended the Trust be
entitled to protection from appeal under § 363(m). Most notably, the Bankruptcy Court‟s
3
In considering whether reversal or modification would affect the validity of a sale,
courts must look to the remedies sought and assess whether these would impact the terms
of the bargain struck by the buyer and seller. See id. A challenge to an authorized
transaction will necessarily impact that transaction‟s validity if it seeks to affect “the
validity of a central element,” such as the sale price. Pittsburgh Food & Beverage v.
Ranallo, 112 F.3d 645, 649 (3d Cir. 1997).
In the present case, Boeing asks us to either reverse the vesting of the causes of
action in the Trust or, in the alternative, to vacate the Bankruptcy Court‟s ruling so that
the question of whether it was proper to create the Trust can be litigated anew at a later
date. We agree with the District Court‟s conclusion that either of these remedies would
inevitably undermine the validity of the sale. It is clear that the value of the assets that
Kaiser purchased would be affected if the contract terms that Boeing challenges – i.e.,
those that entitle Kaiser to 90% of proceeds obtained from causes of action vested into
the Trust – are either excised from the APA or burdened with the threat of further
litigation. Accordingly, Boeing‟s appeal is moot.3
order included language stating that “the establishment of the Litigation Trust, and the
vesting of the Trust Causes of Action in the Litigation Trust shall be protected by Section
363(m) of the Bankruptcy Code in the event that this Order is reversed or modified on
appeal.” J.A. at 185. This language reiterates what the Bankruptcy Court had already
communicated to the parties during the September 1, 2011 hearing and clears any doubt
regarding the Court‟s intention to protect the creation of the Trust under § 363(m).
3
Boeing also claims that Kaiser and the Debtors should not benefit from § 363(m)
protection because, according to Boeing, they argued that the Trust‟s creation was not a
“sale” at the Bankruptcy Court only to switch positions before the District Court.
Boeing‟s argument is grounded on estoppel principles. This court has recognized that
judicial estoppel is properly reserved for particularly egregious litigation practices. See
Chao v. Roy’s Constr., Inc., 517 F.3d 180, 186 n.5 (3d Cir. 2008) (“[J]udicial estoppel is
4
III.
For the reasons set forth above, we will dismiss the appeal as moot.
an extreme remedy, to be used only „when the inconsistent positions are tantamount to a
knowing misrepresentation to or even fraud on the court.‟” (quoting Krystal Cadillac-
Oldsmobile GMC Truck, Inc. v. Gen. Motors Corp., 337 F.3d 314, 324 (3d Cir. 2003)).
We do not believe that Kaiser‟s characterizations to this court or to the courts below rise
to this level and find Boeing‟s estoppel argument unavailing.
5