[DO NOT PUBLISH]


            IN THE UNITED STATES COURT OF APPEALS

                    FOR THE ELEVENTH CIRCUIT
                                                                 FILED
                                                      U.S. COURT OF APPEALS
                                                        ELEVENTH CIRCUIT
                                                           September 5, 2007
                              No. 06-15723               THOMAS K. KAHN
                                                                CLERK

                           D. C. Docket Nos.
                          06-60299-CV-CMA
                           95-24079-BKC-JK

In Re:    LINDA JANE GAUL,

                                        Debtor,
__________________________________________________________________

DWIGHT H. MATLACK,
LINDA MCVEIGH MATLACK,
                                              Plaintiffs-Appellants,

                                 versus

LINDA JANE GAUL,

                                              Defendant-Appellee.



               Appeal from the United States District Court
                   for the Southern District of Florida


                          (September 5, 2007)
Before DUBINA and MARCUS, Circuit Judges, and PROCTOR,* District Judge.

PER CURIAM:

       This is an appeal from the district court’s judgment affirming the

bankruptcy court’s order denying the Matlack’s request for relief from stay. The

basis of the bankruptcy court’s ruling was that the settlement agreement between

the parties was an executory contract since the debtor’s obligation included a

possible payment to the Matlacks of the sum of $200,000 and was not merely an

obligation to transfer property to them. The district court entered a well-reasoned

order affirming the bankruptcy court’s order but held that both the settlement

agreement and the underlying contract were executory. The Matlacks then

perfected this appeal.

       We review factual findings under a clearly erroneous standard and

conclusions of law de novo. In Re: Bilzerian, 

, 1281 (11th Cir.

1998).

       After reviewing the record and reading the parties’ briefs, we agree with the

district court’s finding that both the settlement agreement and the terms of the

contract were executory. We also reject the Matlack’s contention that the

_____________________

        *Honorable R. David Proctor, Judge, United States District Court for the Northern
District of Alabama, sitting by designation.

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bankruptcy court rendered an “advisory opinion” or otherwise deprived the

Matlacks of due process. Likewise, we reject the Matlack’s claim for judicial

estoppel as they have failed to demonstrate the existence of any perversion of

justice.

       Finally, we agree with the district court’s finding that the Matlacks waived

their “bad faith” argument since they failed to present that argument to the

bankruptcy court.

       For the above-stated reasons, we affirm the district court’s judgment

affirming the bankruptcy court’s order.

       AFFIRMED.




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