Arlington Capital, LLC v. Bainton McCarthy, LLP , 828 F.3d 602 ( 2016 )

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 15-2543
IN RE: GT AUTOMATION GROUP, INC.,
Debtor.
____________________
ARLINGTON CAPITAL, LLC,
Objector-Appellant,
v.
BAINTON MCCARTHY LLC and
SMITH, GAMBRELL & RUSSELL, LLP,
Applicants-Appellees.
____________________
Appeal from the United States District Court for the
Northern District of Indiana, Fort Wayne Division.
No. 1:14-CV-98 — Theresa L. Springmann, Judge.
____________________
ARGUED JANUARY 6, 2016 — DECIDED JULY 8, 2016
____________________
2 No. 15-2543
Before POSNER and WILLIAMS, Circuit Judges, and
PALLMEYER, District Judge. *
WILLIAMS, Circuit Judge. The appellees in this case, who
we refer to as the “Law Firms,” performed legal services for
a bankrupt estate and asked the bankruptcy court to ap-
prove their fees. The appellant, Arlington Capital, LLC, is a
general unsecured creditor of the estate. Arlington objected
to the fee petitions, arguing that the Law Firms should not
be paid because their work never had a chance of benefiting
the estate. The bankruptcy court approved the petitions and
the district court affirmed. Arlington wants us to reverse but
it has not shown that it stands to benefit if the Law Firms’
fees are denied. So we remand and instruct the district court
to dismiss the case for lack of standing.
I. BACKGROUND
GT Automation Group, Inc., owed its bank, Comerica,
Inc., about $7.8 million, and that loan was secured by a lien
on all of GT’s assets. GT filed for bankruptcy and its assets
were auctioned off. Bids were submitted, including a “credit
bid” from Comerica (meaning Comerica offered to take GT’s
assets in exchange for forgiving the $7.8 million debt). Also,
Comerica agreed that its lien would be extinguished by the
sale. So if the assets sold for more than $7.8 million, Comeri-
ca would get $7.8 million and the excess would go to the es-
tate. If the assets sold for less than $7.8 million, all of the
purchase money would go to Comerica, and Comerica
would have an unsecured claim for the difference. Either way,
the successful bidder would take the assets free and clear of
* Of the Northern District of Illinois, sitting by designation.
No. 15-2543 3
Comerica’s lien. Arlington—the appellant here—was the
successful bidder, with a bid of about $2.7 million.
Later, the bankruptcy trustee came to believe that Arling-
ton had colluded with some GT insiders to keep the auction
price down. If that were so, 11 U.S.C. § 363(n) would allow
the trustee to undo the sale or recover from the colluders the
difference between the true value of the assets and the de-
pressed sale price. The trustee hired the Law Firms—the ap-
pellees here—to pursue the § 363(n) claim against Arlington
and the GT insiders. In that lawsuit, the trustee contended
that GT’s assets had truly been worth $5 million ($2.3 million
more than Arlington paid). The GT insiders settled the case
but Arlington went to trial, and won. Because it was award-
ed its litigation costs, Arlington became a general unsecured
creditor of GT’s estate, for about $5,000.
After the § 363(n) claim was resolved, the Law Firms
asked the bankruptcy court to approve their fees. Arlington
objected, contending that the Law Firms’ services had not
been reasonably likely to benefit the estate. (Bankruptcy
courts cannot approve fee petitions in such situations. 11
U.S.C. § 330(a)(4)(A)(ii)(I).) Arlington argued that even if the
§ 363(n) suit had been successful, GT’s estate would not have
benefited because any recovery would have gone to Comeri-
ca. Arlington’s argument was based on its reading of the
Bankruptcy Code, and also on its observation that the trustee
did not even allege that GT’s assets had been worth more
than $7.8 million (the amount of Comerica’s original lien). So
even if there had been collusion, only Comerica was harmed,
not the estate.
The Law Firms disagreed. Under their reading of the
Bankruptcy Code, because Comerica had agreed that its lien
4 No. 15-2543
was extinguished by the auction, any recovery from a
§ 363(n) suit would have belonged to GT’s estate, not Comer-
ica. The bankruptcy court agreed with the Law Firms and
approved the fee petitions. The district court affirmed and
Arlington now appeals.
II. ANALYSIS
Before we can reach the merits, we must ensure that we
have jurisdiction. We lack jurisdiction if Arlington lacks “Ar-
ticle III standing.” United States v. Windsor, 133 S. Ct. 2675,
2685 (2013). A plaintiff has Article III standing if, and only if,
it has suffered an “injury in fact,” which is “fairly traceable”
to the challenged action of the defendant, and which would
“likely” be redressed by a favorable decision. Id. at 2685–86
(internal brackets omitted) (quoting Lujan v. Defenders of
Wildlife, 504 U.S. 555, 559–62 (1992)). Standing is lacking if it
is merely “speculative”—as opposed to “likely”—that the
plaintiff’s injury would be redressed by a favorable decision.
Id. In the bankruptcy context we have said that an appellant
lacks standing if it is “unable to realize any economic benefit
from a potential reversal.” In re Stinnett, 465 F.3d 309, 315
(7th Cir. 2006). We have noted that debtors often lack stand-
ing to challenge bankruptcy orders “because no matter how
the estate’s assets are disbursed by the trustee, no assets will
revert to the debtor.” In re Cult Awareness Network, Inc., 151
F.3d 605, 607 (7th Cir. 1998). 1
1 We have written that “bankruptcy standing” is “a form of pruden-
tial standing,” In re Ray, 597 F.3d 871, 875 (7th Cir. 2010), that is “narrow-
er than Article III standing,” Cult Awareness, 151 F.3d at 607. The Su-
preme Court has since clarified the meaning of “prudential standing”
and reaffirmed that “a federal court’s obligation to hear and decide cases
within its jurisdiction is virtually unflagging.” Lexmark Int’l, Inc. v. Static
No. 15-2543 5
Arlington, as the party “invoking federal jurisdiction,”
bore the burden of demonstrating standing. Lewert v. P.F.
Chang’s China Bistro, Inc., 819 F.3d 963, 966 (7th Cir. 2016)
(quoting Lujan, 504 U.S. at 561). It utterly failed to carry that
burden. Arlington made no mention of standing in its open-
ing brief. In their brief, the Law Firms made a substantial ar-
gument that Arlington lacks standing. Specifically, the Law
Firms noted that: (i) the estate’s only asset is cash of about
$225,000; (ii) under Arlington’s own theory, most of that
money is owed to Comerica, leaving only about $105,000;
(iii) as Arlington acknowledged in the bankruptcy court,
$300,000 of administrative claims have already been filed,
which would take priority over Arlington’s general unse-
cured claim; and (iv) additional administrative claims, which
would also take priority over Arlington’s claim, are still like-
ly to be filed. So, the Law Firms argued, it is “difficult to im-
agine any scenario where Arlington would ever be entitled
to a distribution on its general unsecured claim.” In its reply
brief, Arlington countered the Law Firms’ argument with …
nothing.
An argument not responded to is ordinarily deemed
waived. Dawson v. Newman, 419 F.3d 656, 660 (7th Cir. 2005).
Nevertheless, we gave Arlington’s lawyer an opportunity to
orally argue that Arlington has Article III standing, but no
such argument was made. Asked whether Arlington would
get “even a dollar” from a favorable decision, he responded,
“Who knows?” He urged that it was “theoretically possible”
Control Components, Inc., 134 S. Ct. 1377, 1386–88 (2014) (internal quota-
tion marks omitted). This case concerns Article III standing only, so we
do not discuss whether, after Lexmark, the standing analysis in bankrupt-
cy cases involves any “prudential” considerations.
6 No. 15-2543
that Arlington would benefit, but he could not describe his
theory. Indeed, he confirmed that he had “no idea” how
many claims had been filed against GT’s estate that would
take priority over Arlington’s claim, nor did he know the ag-
gregate dollar value of such claims, nor the likelihood that
any such claim would be approved by the bankruptcy court.
Without a doubt, Arlington has failed to demonstrate that it
has Article III standing. Cf. Cult Awareness, 151 F.3d at 608
(debtor, whose standing required a reasonable possibility
that assets would remain after all creditors were paid, did
not carry its burden by speculating that it would receive
large awards from victories in other pending lawsuits).
Oral argument revealed that Arlington’s true goal has
nothing to do with its general unsecured claim for $5,000.
Arlington hopes to file a separate lawsuit against the Law
Firms for their role in bringing the § 363(n) suit, and thinks it
would be useful to have an opinion from us saying that the
§ 363(n) suit was pointless. Whatever the merits of its con-
templated suit, Arlington is not entitled to—and indeed we
lack the authority to offer—an advisory opinion to be used
as a sword in independent litigation.
III. CONCLUSION
The judgment is VACATED and the case is REMANDED to
the district court with instructions to dismiss for want of ju-
risdiction.