BYBEE, Circuit Judge:
The Bankruptcy Code confers a "right to be heard" with respect to "any issue in a
Appellant Alexander Hughes ("Hughes") is the only son of Mark Hughes, the founder of Herbalife who passed away in 2000, and is the sole, non-contingent beneficiary of the Mark Hughes Family Trust ("Trust"). Mark Hughes' estate had an estimated worth of over $300 million at the time of his death, and the bulk of his estate was placed in the Trust. See Hughes v. Klein, 2015 WL 1455981, at *1 (Cal.Ct.App. Mar. 30, 2015) (unpublished). The Trust principal must remain in the Trust, per Mark Hughes' instructions, until Alexander turns 35 in 2026. Id. Before his death, Mark Hughes named three successor trustees to the Trust: Conrad Lee Klein, Christopher Pair, and Jack Reynolds. Id. Once they assumed responsibility for the Trust, the trustees agreed that Klein would act as the lead, full-time trustee and manager of the Trust's various corporate holdings. Id. The Trust owns two LLC's relevant here: Hughes Investment Partnership, LLC ("HIP") and MH Holdings II H, LLC ("MH II") (together, the "Hughes Entities"). Virtually all of the Trust's assets are held either by one of the Hughes Entities or another LLC owned by the Trust.
At the time of Mark Hughes' death, MH II owned a real property asset called "Tower Grove" — a 157-acre undeveloped residential property located on a hill overlooking Beverly Hills, California. In 2004, the trustees authorized the sale of the Tower Grove property to Tower Park Properties, LLC ("Tower Park"), the debtor and appellee. Notably, the sale was entirely seller-financed; MH II loaned Tower Park the $23.75 million required to purchase the property. HIP advanced additional funding to Tower Park for the purpose of developing Tower Grove. Through that transaction, MH II and HIP became the two largest secured creditors of Tower Park.
Tower Park soon defaulted on its obligations and, in July 2008, filed for Chapter 11 bankruptcy. As of 2009, HIP and MH II's aggregate claims, which included the purchase, construction, and development financing plus interest, amounted to approximately $57 million. Tower Park's proposed plan of reorganization restructured the Hughes Entities' loans, modifying the interest rates and conditionally reducing the principal balance on certain loans. The proposed plan further provided that HIP would provide Tower Park with $7 million in exit financing. The bankruptcy court entered an order confirming Tower Park's Chapter 11 plan in April 2010. After the confirmation of the plan, however, disputes arose between the trustees, the Hughes Entities, and Tower Park over the implementation of the plan provisions. For two years, the parties litigated various disputes in bankruptcy court and, in at least one adversary proceeding, Tower Park named Klein individually as a defendant, alleging various claims of personal misconduct.
Consequently, Tower Park entered into negotiations with the trustees and Hughes Entities to settle the disputes. After six weeks of negotiations and two full-day mediation sessions, Tower Park and its various associated entities entered into a Settlement Agreement with HIP, MH II, Conrad Klein (individually and as trustee), and Jack Reynolds (individually and as trustee).
Meanwhile, Hughes had just completed a several months long trial in California probate court concerning a petition he had filed back in 2010 to remove the three trustees. The petition alleged that each of the trustees had committed various breaches of fiduciary duty with respect to the sale of Tower Grove and other trust management decisions. The parties were still awaiting a final decision by the probate court when Tower Park filed its motion for approval of the Settlement Agreement. Six days after the Agreement was filed, Hughes filed an ex parte application with the probate court seeking the immediate suspension of the trustees and the appointment of a successor trustee. The probate court granted the motion the same day. In place of the trustees, the probate court appointed Fiduciary Trust International of California ("FTIC") as trustee ad litem. The court ordered FTIC to "analyze... and independently determine whether the [Settlement] ... is proper and in the best interests of the Trust," and "take whatever action is necessary and appropriate to promote or forestall approval of [the Settlement]."
The day after the probate court suspended the trustees, Hughes filed an Objection to the Settlement Agreement with the bankruptcy court. He asked the bankruptcy court to take judicial notice of the pending probate court proceedings, including his petition for removal in probate
FTIC filed a "Limited Joinder" to Hughes' Objection, joining only the portion requesting abeyance of the approval motion "to enable [FTIC] to review and independently determine whether the Agreement is proper and in the best interests of the Trust."
On January 16, Tower Park filed a reply opposing Hughes' Objection and FTIC's Limited Joinder on the grounds that both Hughes and FTIC lacked standing to object to the Settlement Agreement. Tower Park argued that Hughes' status as beneficiary of the Trust does not confer standing to object. Additionally, it contended, FTIC lacked standing because it represents the Trust, and the Trust was not a party to the Settlement Agreement. Tower Park further argued that the Settlement meets the Rule 9019 criteria, offers benefits to the estate, does not constitute an impermissible plan modification, and was negotiated in good faith under the mediator's guidance. Hughes did not file a response to Tower Park's reply.
In late January 2013, the bankruptcy court held its scheduled hearing on the approval of the Settlement Agreement. The debtor argued that the Settlement is "great" for the estate, discounting the debt by over $20 million. "But the main thing," the debtor explained, "is that the litigation goes away. There's finality, there's certainty[,] and we can move forward with developing the property and getting the lender paid knowing what the amount is." Counsel for Hughes explained his reasons for objecting to the Settlement and argued that Hughes had standing to object because, among other reasons, he would be financially impacted by the Settlement as the sole, non-contingent beneficiary of the Trust. FTIC also defended its standing to object and explained that it needed more
At the close of the hearing, the bankruptcy court stated that it would approve the Settlement. Although the Settlement "troubled" the court, it was not an improper modification and it clearly benefited the estate. The court also concluded that Hughes and FTIC had standing: "[A]lthough I have questions about it, I think from my standpoint that you have standing. It's a close question, but I think that they have standing." Later on, the court acknowledged that standing is "a tricky little question," but explained that "I always like to give the benefit of the doubt to people that have standing." With that explanation, the court issued its order granting Tower Park's motion to approve the Settlement Agreement and overruling Hughes' objection.
In March 2013, after the Settlement Agreement was finalized, the probate court issued its final decision regarding the removal of the co-trustees. The court found that the trustees breached their duty to act with prudence, skill and diligence when, among other things, they sold Tower Grove to Tower Park. The court explained that the Tower Park principal to whom the co-trustees entrusted the development of Tower Grove "had no formal education in real estate, property management, real estate financing, and no professional licenses or certifications." Consistent with its prior ruling, the court ordered the co-trustees removed from their duties and retained FTIC in place as the interim trustee ad litem. The probate court's decision was recently affirmed by the California Court of Appeal. See Hughes v. Klein, 2015 WL 1455981, at *8 (Cal.Ct.App. Mar. 30, 2015) (unpublished).
In February 2013, Hughes and FTIC took separate appeals to the U.S. District Court for the Central District of California to challenge the bankruptcy court's approval of the Settlement. The district court dismissed Hughes' appeal for lack of bankruptcy standing, principally because it concluded that Hughes was not a "party in interest" as required under the Bankruptcy Code. Quoting the Second Circuit's decision in In re Refco Inc., 505 F.3d 109, 118 (2d Cir.2007), the court explained that "`[b]ankruptcy court is a forum where creditors and debtors can settle their disputes with each other,'" and it would be "unfair to allow what is essentially a dispute between Alex Hughes and the Hughes Trust trustees about whether the Settlement is `too good' for [Tower Park] to obstruct [Tower Park's] `speedy and efficient' reorganization." The court noted that Hughes also had alternative forums available to resolve his dispute with the trustees, and indeed, had been using them: "since 2010, he has been litigating in probate court a petition to remove the Hughes Trust trustees for alleged `self[-]dealing and breaches of fiduciary duties.'" In sum, the court concluded, "[Hughes'] stake is too remote, and allowing such remote parties to participate would unduly obstruct the bankruptcy with collateral issues." After holding that Hughes lacked party-in-interest status, the court analyzed Hughes' Article III standing and found that he had none. The district court thus declined to address whether Hughes had prudential standing. Accordingly, the court dismissed Hughes' appeal for lack of standing. Hughes timely appealed.
The question before us is whether Hughes has standing such that he possesses a right to be heard on his objection to the Settlement Agreement. The bankruptcy court thought the issue "close" and "tricky," but granted Hughes "party-ininterest" standing and ruled against him on the merits. The district court, however, dismissed his appeal on the grounds that he lacked standing in the bankruptcy court. Hughes has standing to appeal the district court's decision, so the question presented is one of bankruptcy standing. In re Thorpe Insulation Co., 677 F.3d 869, 883-84 (9th Cir.2012).
In order to have standing in bankruptcy court, Hughes must satisfy three requirements. First, he must satisfy the statutory requirements of the Bankruptcy Code and qualify as a "party in interest" under 11 U.S.C. § 1109(b). Second, because he seeks standing in federal court, he must satisfy the constitutional minimum required by Article III. Third, he must meet federal court prudential standing requirements. Thorpe, 677 F.3d at 884. The district court concluded that Hughes satisfied neither the "party in interest" nor the Article III requirements of the bankruptcy standing test, and declined to reach the prudential standing requirement.
We first address whether Hughes is a party in interest. Hughes advances two arguments. He claims that he is a party in interest because of his future financial stake in the Trust, which holds corporations that are parties to the Settlement. Hughes also argues that he is a party in interest because, under California law, he has a cause of action against Tower Park for its complicity in the trustees' breach of their fiduciary duty. Because we conclude that neither rationale supports the conclusion that Hughes is a party in interest for purposes of § 1109, we decline to address Article III and prudential standing requirements.
We turn to the question whether Hughes is a "party in interest," as required for bankruptcy standing. Section 1109(b) of the Bankruptcy Code governs the right to be heard in Chapter 11 proceedings:
11 U.S.C. § 1109(b) (emphasis added). The Bankruptcy Code does not define the
Both parties agree that Hughes does not fall under any of the categories of parties in interest listed in § 1109(b). They disagree over whether Hughes has a legally protected interest in the Settlement approval proceedings such that he constitutes a party in interest under the Bankruptcy Code. Hughes argues that he has a legally protected interest because any loss borne by the Hughes Entities as a result of the Settlement will create a loss for the Trust, which will, in turn, create a loss for Hughes. By contrast, Tower Park contends that Hughes' interest in the Trust assets is too remote, and that allowing trust beneficiaries to participate would clutter the bankruptcy proceeding with collateral issues. While we have not previously addressed whether a trust beneficiary has bankruptcy standing to object to a settlement that may detrimentally affect trust assets, a comparison of our decision in Thorpe, 677 F.3d 869, with the Second Circuit's decision in In re Refco Inc., 505 F.3d 109 (2d Cir.2007), is instructive.
In Thorpe, we considered whether certain insurers of a debtor had standing to object to the debtor's Chapter 11 reorganization plan. 677 F.3d at 876. The debtor, Thorpe Insulation Company, faced substantial asbestos-related liability and thus filed a plan of reorganization under 11 U.S.C. § 524(g), a provision of the Bankruptcy Code specially enacted to deal with asbestos claims. Id. at 877. As required under § 524(g), Thorpe established a trust for the primary purpose of distributing funds to present and future holders of asbestos claims. Id. at 877-78. Thorpe also reached settlements with thirteen of its insurers, which together agreed to provide
We concluded that the non-settling insurers were parties in interest because the plan directly affected their legal interests. We identified two interests relevant here. First, we determined that the non-settling insurers might be bound by the trust's determination of liability. Thus, the trust's actions would have preclusive effect on the non-settling insurers. Id. at 885-86; cf. In re Teligent, Inc., 640 F.3d 53, 60-61 (2d Cir.2011) (because entity lacked standing to challenge the settlement in bankruptcy court, it was not estopped from asserting a defense challenging the validity of the agreement in another forum). Second, the settlement affected the non-settling insurers' rights to recover costs against settling insurers, and cost recovery had previously been negotiated in a contract between the two groups of insurers. Thorpe, 677 F.3d at 886-87. The non-settling insurers "reasonably complain[ed]" that if they lacked standing to challenge the bankruptcy plan, which increased their liabilities, they might be bound by the plan's valuation of particular insurance claims even though "they were not permitted to participate in establishing the valuation matrix" and could not challenge it. Id. at 886.
In Refco, the Second Circuit considered whether investors were parties in interest with standing to object to an allegedly fraudulent settlement between their company and the debtor company. 505 F.3d at 111. In that case, approximately $300 million worth of investment funds belonging to Sphinx, an investment management company, were transferred from Refco Capital Markets, Ltd. ("RCM") — where the funds had previously been invested — to accounts held on Sphinx's behalf at Lehman Brothers. Id. at 112. Five days after the transfer, Refco, Inc. and its RCM affiliate filed for Chapter 11 bankruptcy. Id. at 112 & n. 3. RCM's creditors sued Sphinx, complaining that Sphinx had effected a preferential transfer and demanding a return of the funds to the RCM estate. Id. at 112. Sphinx and RCM's creditors eventually reached a settlement in which Sphinx agreed to return $263 million to the RCM estate and waive any claim against RCM related to the transfer, including its right to file a claim against RCM's estate. RCM filed a 9019 motion, seeking bankruptcy court approval of the settlement. Id. at 111-13. Sphinx's investors objected, arguing that the settlement was the product of collusion and fraud, and
On appeal, the investors argued that the settlement would cost them tens of millions of dollars, imposing a direct, pecuniary harm. Id. at 115. In the alternative, the investors contended that when the Sphinx directors breached their fiduciary duty by entering into a fraudulent settlement, the funds became the res of a constructive trust, of which the investors were the beneficiaries. Because they held a constructive trust over the funds used in the Settlement, they argued, they had standing under the direct-pecuniary-interests test. Id.
The Second Circuit disagreed with the investors' arguments. It concluded that party-in-interest standing does not extend to those seeking to assert rights that are purely derivative of another party's rights, and here, the investors could not claim to enforce any rights distinct from those of Sphinx. Id. at 117. The court reasoned that, "[b]y investing in Sphinx, Investors placed control of their funds entirely within the hands of the Sphinx directors.... Only Sphinx, not individual Investors, or even Investors as a group, could assert a claim against the Refco estate, and only Sphinx was permitted to negotiate a settlement...." Id. Therefore, "Investors maintain a financial `interest' in Sphinx, but they are not a party in interest within the meaning of the Bankruptcy Code." Id.
With respect to the investors' allegations of breach, the court acknowledged that "[i]t may be that the Sphinx directors violated their fiduciary duties by entering into a settlement that was not in the best interests of Investors." Id. at 118. But the court concluded that the bankruptcy court was not the appropriate forum in which to resolve such a dispute: "Bankruptcy court is a forum where creditors and debtors can settle their disputes with each other. Any internal dispute between a creditor and that creditor's investors belongs elsewhere." Id. at 118 (emphasis in original). Permitting too many "peripheral parties" status as parties in interest "thwarts the traditional purpose of bankruptcy laws which is to provide reasonably expeditious rehabilitation of financially distressed debtors with a consequent distribution to creditors who have acted diligently." Id. (quoting In re Ionosphere Clubs, Inc., 101 B.R. 844, 850-51 (Bankr. S.D.N.Y.1989)). Thus, the court concluded, permitting the investors to enter the bankruptcy plan confirmation process and attempt to prove the "litany of wrongs allegedly wrought by the officers and directors of Sphinx upon Investors" — claims, the court noted, the investors could file elsewhere — would cause a substantial delay in the Refco bankruptcy proceeding and would not be countenanced. Id. at 119.
Applying Refco and Thorpe to the facts of this case, we conclude that Hughes' financial stake in the Trust assets does not make him a party in interest within the meaning of § 1109(b). The California Court of Appeal has explained that "[a] trust beneficiary has no legal title or ownership interest in the trust assets," and as such, in civil lawsuits, a trust beneficiary's "right to sue is ordinarily limited to the enforcement of the trust, according to its terms." Saks v. Damon Raike & Co., 7 Cal.App.4th 419, 427, 8 Cal.Rptr.2d 869 (1992). In general, therefore, a trust beneficiary is not the entity positioned to take legal recourse to protect the trust assets, unless the beneficiary is seeking only to enforce the terms of the trust. Here, Hughes' objection to the Settlement
Hughes' interest in the Settlement is therefore distinct from that of the insurers in Thorpe. Whereas the insurers demonstrated that the proposed plan directly interfered with their legal rights and financial liabilities, Hughes makes no such showing.
Refco also demonstrates that an allegation of fraud lodged against parties to the settlement does not change the party-ininterest analysis. While acknowledging that there may very well have been a breach of fiduciary duty by the Sphinx directors, the Second Circuit concluded that such disputes do not belong in bankruptcy court. Id. at 119. Likewise, even though Hughes has alleged serious claims of breach against the former trustees of the Trust, such allegations do not convert Hughes into a party in interest. His disputes with the trustees, like the investors' disputes with the Sphinx directors, belong elsewhere. Permitting Hughes to object
As Refco recognized, the true party in interest is the party properly charged with representing the financial interests of the affected entity. See 505 F.3d at 117 ("Only Sphinx, not individual Investors, or even Investors as a group, could assert a claim against the Refco estate, and only Sphinx was permitted to negotiate a settlement.... The party in interest in the bankruptcy sense, representing the Investors' financial interest, is Sphinx."). At present, the Trust is represented by FTIC, which has shown itself willing and able to defend the interests of the Trust. It not only joined Hughes' objection and motion to dismiss before the district court, but has also continued to litigate the Settlement Agreement after Hughes' suit was dismissed. FTIC's appointment as trustee ad litem allays any remaining doubt over whether Hughes' objections should be heard in light of concerns about the former trustees' loyalty to the trust. Indeed, the trustee ad litem was charged with representing the Trust in bankruptcy proceedings and with "analyz[ing] ... and independently determin[ing] whether the [Settlement] ... is proper and in the best interests of the Trust," and "tak[ing] whatever action is necessary and appropriate to promote or forestall approval of [the Settlement]."
FTIC continues, to this day, to challenge the enforceability of the Conditional Provisions. It holds the duty to manage and invest trust funds, and, if necessary, maintain legal proceedings against third parties on behalf of the Trust and its beneficiaries. See Restatement (Third) of Trusts § 107(3) (2012) ("In appropriate circumstances, a trustee ad litem may be appointed to consider and, if appropriate, to maintain a proceeding against a third party on behalf of the trust and its beneficiaries."). Thus, even if there were reasons to doubt the adequacy of the former trustees' representation of the Trust, those trustees have since been replaced by FTIC for purposes of litigating the Settlement's scope and validity. FTIC is the present trustee for the Trust, a willing and able advocate for the Trust's assets, and the proper party in interest in this case.
Hughes seeks to distinguish his case from Refco, arguing that he falls into a narrow exception to the general rule that
We disagree. At best, Hughes' purported Atascadero claim fails under that case's own rationale. Atascadero held that where a successor trustee is willing and available to protect the trust through appropriate legal proceedings, a trust beneficiary may not maintain separate proceedings to accomplish the same end. Although Atascadero held that beneficiaries may sue third parties directly for participating in a breach of trust, the California Court of Appeal was careful to specify that trust beneficiaries may maintain such a suit only if a successor trustee appointed to replace the breaching trustee "has refused to sue or is unavailable." 68 Cal. App.4th at 467-68, 80 Cal.Rptr.2d 329 (quoting 4 Scott on Trusts, supra, § 294.4). So long as "the trustee is ready and willing to undertake the necessary proceedings," then "the beneficiaries cannot maintain a suit against adverse third parties." Id. at 464-65, 80 Cal.Rptr.2d 329; see also Restatement (Third) of Trusts § 107(2)(b) ("A beneficiary may maintain a proceeding related to the trust or its property against a third party only if ... the trustee is unable, unavailable, unsuitable, or improperly failing to protect the beneficiary's interest." (emphasis added)). There is no evidence here that the trustee ad litem failed to take the "necessary and appropriate [actions] to promote or forestall approval of [the Settlement]," as the probate court instructed it to do.
Even if Hughes could bring a direct Atascadero claim against Tower Park, it would not change our conclusion that the bankruptcy court is not the appropriate forum for Hughes' dispute with Tower Park. There are more appropriate fora available to adjudicate the numerous and time-consuming issues involved in Hughes' Atascadero claim. See Refco, 505 F.3d at 118-19 ("We note that although they are not parties in interest ... Investors may still have remedies for fraud perpetrated by their fiduciaries."). Adjudicating Hughes' Atascadero claim would involve a significant amount of time and a litany of issues: whether Tower Park induced, "actively participated with," or aided and abetted the trustees in a breach of trust; whether Tower Park did so for its own financial gain; whether Tower Park received and retained the benefits under the Settlement in knowing breach of trust, etc. See Atascadero, 68 Cal.App.4th at 462, 80 Cal.Rptr.2d 329. Surely, these questions would have caused a substantial delay in Tower Park's bankruptcy proceeding, contravening the purpose of Chapter 11 to promote "speedy and efficient reorganization." Refco, 505 F.3d at 119. Accordingly, even if Hughes has a direct claim
In sum, we adopt the reasoning of the Second Circuit's opinion in Refco and hold that Hughes, as a trust beneficiary, does not possess party-in-interest status under § 1109(b), at least where his interests are adequately represented by a party-in-interest trustee. We also reject Hughes' argument that Atascadero distinguishes his case from Refco. Because we hold that Hughes lacks statutory party-in-interest status, we decline to address whether Hughes satisfies the Article III and prudential standing requirements. The judgment of the district court is