SCHERMER, Bankruptcy Judge.
The Debtors Raymond Kelley and Karen Patrice Kelley, (the "Debtors") appeal from an August 31, 2012 order of the bankruptcy court
The issue in this appeal is whether the bankruptcy court erred in its interpretation of the phrase "abandon the properties to Centennial Bank," as used in its earlier order and in the Debtors' confirmed Chapter 11 plan, to require the Debtors to convey real property to the Bank.
On May 18, 2010, the Debtors filed a petition for relief under Chapter 13 of Title 11 of the United States Code (the "Bankruptcy Code"). A few months later, the Debtors' case was converted to Chapter 11.
The Bank, a long-time creditor of the Debtors with a security interests in various parcels of the Debtors' real property, objected to confirmation of the Debtors' Chapter 11 plan and filed a motion to
The Debtors filed an amended Chapter 11 plan that incorporates as its Paragraph 2.08.5 the language set forth above. The amended plan also incorporates other required language from the Agreed Order. The bankruptcy court confirmed the amended plan (the "Confirmed Plan").
The Agreed Order and Confirmed Plan address details regarding the sale of the properties listed in Paragraph 2.08.5 of the Confirmed Plan, including contingencies that could arise, such as disagreement about price. In addition, the Agreed Order and Confirmed Plan make separate provisions for times when the Bank may file ex parte motions for relief from the automatic stay for the Debtor's failure to comply with their other obligations under the Confirmed Plan, such as failure by the Debtors to keep tax and insurance on various properties current.
The one year period in the Agreed Order and in Paragraph 2.08.5 of the Confirmed Plan expired without a sale of the properties and the Debtors did not convey the properties to the Bank. Thereafter, the Bank filed a "Petition" with the bankruptcy court, seeking an order directing the Debtors to convey the properties to the Bank. The Debtors objected to the Bank's Petition. After a hearing, the bankruptcy court stated its position on the record and in a written order dated August 31, 2012 (the "August 31, 2012 Order"), noting that the evidence produced at the hearing showed that the Debtors had not cooperated with the Bank's efforts to market and sell the properties and that the properties had not been sold. The bankruptcy court interpreted the phrase "abandon the properties to Centennial Bank" used in the Agreed Order and in Paragraph 2.08.5 of the Confirmed Plan and enforced its Agreed Order and Confirmed Plan. The Debtors were required to "execute the necessary documents to convey to Centennial the parcels of real property referred to in the ... Agreed Order, and included in Paragraph 2.08.5 of the Debtor's confirmed Chapter 11 plan."
The bankruptcy court's August 31, 2012 Order required it to interpret the phrase "abandon the properties to Centennial Bank" from the Agreed Order and the Confirmed Plan. A bankruptcy court's interpretation of its own order is reviewed for an abuse of discretion. Trilogy Dev. Co., LLC v. J.E. Dunn Const. Co. (In re Trilogy Dev. Co.), 468 B.R. 835, 837 (8th Cir. BAP 2012) (citation omitted). A bankruptcy court's "interpretation of the confirmed plan is entitled to deference as an interpretation of its own order and `should be reviewed under the abuse of discretion standard.'" JCB, Inc. v. Union
The Debtors argue that the term "abandon," in the phrase "abandon the properties to Centennial Bank" as used in the Agreed Order and the Confirmed Plan, should not be interpreted to require the Debtors to convey the properties to the Bank. Rather, the Debtors maintain that the bankruptcy court should have interpreted "abandon" as a term of art under Bankruptcy Code § 554 to mean to abandon from the bankruptcy estate and revert to its pre-petition status as property of the Debtors, accordingly, the Bank might be allowed, at most, relief from the automatic stay to pursue its state law remedies.
The Agreed Order and the Confirmed Plan do not define the term "abandon" as used in the phrase "abandon the properties to Centennial Bank." But the bankruptcy court is in the best position to interpret the meaning of its own orders. Trilogy Dev. Co., LLC, 468 B.R. at 838 (citation omitted). And the bankruptcy court did not abuse its discretion in its interpretation.
The analysis provided by the bankruptcy court is logical, thorough and supported by the record. The court determined that the Bank refrained from exercising its rights at the time of the parties' settlement in exchange for its right to get the properties back after a year if they were not sold, and it interpreted the Agreed Order and Confirmed Plan to mean that the Debtors would cooperate in giving the properties to the Bank. The court read the Agreed Order and the Confirmed Plan as a whole, noting the thorough details and finding nothing ambiguous about the agreement of the parties. It stated at the hearing on the Petition: "Abandonment is not to be considered as some concept in the [Bankruptcy] Code or the common law. This is an agreement between two parties. It says if the properties do not sell, quote: `The [D]ebtor will abandon the properties to Centennial.' That's just very clear."
In its August 31, 2012 Order, the bankruptcy court classified the Debtors' argument that the term "abandon" did not require a conveyance of the properties by the Debtors, as an argument that "elevates form over substance." Pointing out that the parties had provided language allowing the Bank to receive ex parte relief from the stay if the Debtors did not meet other
Recognizing that it would have been clearer if the parties had used the term "conveyed," the court stated that "the provisions of the Agreed Order, taken as a whole, clearly contemplate that if the properties did not sell, Centennial would obtain the properties." With respect to "abandonment" as a term of art under the Bankruptcy Code, the court, stated that "[t]here is no evidence the parties intended to use the term `abandon' to refer only to `abandonment' by the estate as that term is used in 11 U.S.C. § 554 (which would not make sense in the context of the Agreed Order)." And we agree that abandonment under § 554 does not make sense here where the properties were to be abandoned specifically to Centennial.
The bankruptcy court's decision is not based on clearly erroneous factual findings or erroneous legal conclusions. The court acted within its discretion.
The decision of the bankruptcy court is AFFIRMED.