IN THE UNITED STATES COURT OF APPEALS

                       FOR THE FIFTH CIRCUIT



                           No. 95-10879

                         Summary Calendar


MICHAEL A. PACIELLA,
                                           Plaintiff-Appellee,

                              versus

GARY MAYES Et. al.,
                                           Defendant-Appellant.




          Appeal from the United States District Court
               For the Northern District of Texas
                         (3:95-CV-630-H)


                          April 19, 1996

Before HIGGINBOTHAM, DUHÉ, and EMILIO GARZA, Circuit Judges.
PER CURIAM:*

     This case is an appeal from a district court’s affirmance of

decree issued by a bankruptcy court.    We affirm.

                                 I

     We rely on the statement of the facts of the district court’s

opinion below.   We add only that Paciella’s contract was with

McAdams as an independent entity.    Nothing in this contract, or in

the oral testimony in the record, supports the supposition that


    *
     Local rule 47.5 provides: “The publication of opinions that
have no precedential value and merely decide particular cases on
the basis of well-settled principles of law imposes needless
expense on the public and burdens on the legal profession.”
Pursuant to that Rule, the Court has determined that this opinion
should not be published.
Mass   Mutual   owed   commissions      to    Paciella       directly.     To    the

contrary, the contract expressly provided that Mass Mutual will be

liable to pay commissions and other outstanding amounts directly to

Paciella only in the event that it terminated its relationship with

McAdams.

                                       II

       The district court rejected Paciella’s appeal on estoppel

grounds, relying primarily on Kaiser v. Standard Oil Co., 

(5th Cir. 1937).      We are uncertain that this case remains good

law after United States v. Hougham, 

(1960), especially

where, as here, the party accepting the benefit of the judgment

never manifested       its   intent   to     make    such    acceptance   a   final

settlement of all claims.         We express no view on this question

because we affirm the bankruptcy judge’s equitable decree on the

merits.

       Paciella’s    first   contention       is    that    McAdams’   refusal   to

disburse funds in late November constituted a violation of the

bankruptcy court’s automatic stay.             Citizens Bank of Maryland v.

Strumpf, 

(1995), forecloses this argument. Paciella

provides us with no reason to distinguish Strumpf.

       Paciella’s second argument is that lack of mutuality prevented

operation of the doctrines of recoupment and set-off.                  He contends

that McAdams is merely a disbursing agent for Mass Mutual, and

therefore that Mass Mutual owes him his commissions directly.                    The

earlier $4500       transactions,     which    were    designated      “commission




                                        2
advances” in the receipts Paciella signed, were in fact personal

loans from McAdams to Paciella.

     The contract between Paciella and McAdams stated otherwise.

Under this contract, Mass Mutual became responsible to pay Paciella

only in the event that it terminated its relationship with McAdams,

an event that never occurred.

     Regarding the appellees’ motion for sanctions, we hold that

Strumpf foreclosed only one of Paciella’s arguments on this appeal,

and therefore that Paciella did not act in bad faith.

     The district court’s decision is AFFIRMED.     The appellees’

motion for sanctions is DENIED.




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