THOMAS B. RUSSELL, Senior District Judge.
This is a consolidation of two appeals from the United States Bankruptcy Court for the Western District of Kentucky (Bankruptcy Court) in relation to the approval of a settlement agreement (Settlement Agreement) between the bankruptcy trustee and a group of fifteen plaintiffs collectively referred to as the "Bennett Plaintiffs."
Robert Leasure is the court-appointed Chapter 11 trustee (Trustee) for the debtors in the bankruptcy proceedings below, Mammoth Resource Partners, Inc. (MRP), Mammoth Field Services, Inc., and Mammoth Resource, LLC (collectively "Debtors"). The Appellants are Roger Cory and Daniel Northcutt, who collectively own one-hundred percent of the stock of the Debtors. The Appellees are the Trustee and the Bennett Plaintiffs.
On October 2, 2007, the Bennett Plaintiffs filed suit in the United States District Court for the Western District of Kentucky, Bowling Green Division, styled Paul Daniel Bennett, et al. v. Mammoth Resource Partners, Inc., et al., No. 1:07-CV-168-JHM (Bennett Lawsuit
On September 8, 2010, the Debtors filed Chapter 11 bankruptcy petitions in the Bankruptcy Court.
On February 17, 2011, the Bennett Plaintiffs moved the Bankruptcy Court to dismiss the Chapter 11 case or, alternatively, to appoint a Chapter 11 trustee to manage and operate the Debtors' affairs. In re Mammoth Resource Partners, Inc., No. 10-11377, Docket No. 128. The Bankruptcy Court conducted a hearing over several days during which the court heard testimony regarding the Debtors' financial reporting, the Debtors' assets and liabilities, Cory and Northcutt's management of the Debtors, and the claims asserted in the Bennett Lawsuit. See id., Docket No. 239. On May 27, 2011, the Bankruptcy Court ordered the appointment of a Chapter 11 trustee to administer the Debtors' estates, id., and on June 10, 2011, granted the United States Trustee's motion to appoint Leasure as trustee, id., Docket Nos. 243; 245.
During the course of the bankruptcy case, the Bennett Plaintiffs twice moved for summary judgment in the adversary proceeding before the Bankruptcy Court. See Bennett, No. 10-1055, Docket Nos. 3; 32. The Bankruptcy Court denied the Bennett Plaintiffs' first motion on August 30, 2011. Id., Docket No. 24. Before briefing was complete on the Bennett Plaintiffs' second motion for summary judgment, the Bennett Plaintiffs and the Trustee agreed to the terms of the Settlement Agreement.
On January 26, 2012, the Trustee filed a motion to approve the Settlement Agreement. In re Mammoth Resource Partners, Inc., No. 10-11377, Docket No. 415. The Settlement Agreement resolved the disputes between the Trustee and the Bennett Plaintiffs as to the allowance and amount of the Bennett Plaintiffs' claims, whether their claims would be subordinated,
On January 30, 2012, the Bankruptcy Court set a deadline of February 21, 2012, for parties to object to the Trustee's motion to approve the Settlement Agreement. Id., Docket No. 417. On February 5, the Trustee and the Bennett Plaintiffs filed a joint motion to schedule a hearing on the Trustee's motion for February 27, 2012. Id., Docket No. 422. Cory and Northcutt filed a response to the Trustee's motion on February 6, objecting to approval of the Settlement Agreement and requesting that if a hearing was scheduled for February 27 that it "be held for the purpose of scheduling and other preliminary matters." Id., Docket No. 423, at 1. Cory and Northcutt tendered with their response a proposed order that included the language: "IT IS HEREBY ORDERED that this matter be scheduled for preliminary hearing on...." Id., Docket No. 423-1, at 1 (emphasis added). The Bankruptcy Court entered Cory and Northcutt's proposed order on February 7 setting the hearing for February 27. Cory and Northcutt then filed their formal objections to the Trustee's motion to approve the Settlement Agreement on February 21. Id., Docket No. 430. Cory and Northcutt argued that the Settlement Agreement should not be approved because the Trustee had neither shown that the proposed settlement was fair and equitable nor that its terms were in the best interest of the Debtors' estates.
On February 27, 2012, the Bankruptcy Court held a hearing on the Trustee's motion to approve the Settlement Agreement, during which the court heard argument from Cory and Northcutt, the Trustee, the Bennett Plaintiffs, and the United States Trustee. The Trustee, the Bennett Plaintiffs, and the United States Trustee each argued that the court should approve the Settlement Agreement. Counsel for the Trustee proffered several grounds why the agreement should be approved: (1) the Bennett Lawsuit, which involved securities violations against each of the three Debtors, could be fairly characterized as "complex litigation" such that the estates would likely have to "engage special counsel with expertise in defending security laws claims"; (2) defending the Bennett Lawsuit would "result in the incurrence of significant administrative expenses that may or may not be able to be paid"; (3) counsel for the Trustee had reviewed the Bennett Plaintiffs' claims and the defenses asserted by Cory and Northcutt, and "ha[d] serious concerns about the ultimate outcome of this litigation," believing "there [was] a significant chance that [the Bennett
Id. at 8-9. The United States Trustee similarly stated: "[W]e believe it's a contentious, difficult case. The settlement as [counsel for the Trustee] pointed out, it's a good deal for the estate. We think it's a great deal for the estate and we think the Court should approve it." Id. at 37. Also during that hearing, the Bankruptcy Court examined counsel for the Bennett Plaintiffs on many of the legal and factual issues relative to the Settlement Agreement.
At the February 27 hearing, Bankruptcy Judge Joan Lloyd acknowledged that she accidentally signed the proposed order tendered by Cory and Northcutt that characterized the February 27 hearing as "preliminary":
See id. at 41-42. Counsel for Cory and Northcutt proposed March 12 for the final hearing and told the court he would "prefer not to do it this week" because he wanted to talk to Cory. Id. at 44-45. Judge Lloyd rejected counsel's request to schedule the final hearing farther out, reiterating that Cory had "known about this for a long time," and that "nobody knows more about these debtor entities than Mr. Cory so that doesn't go too far with me." Id. at 46. After discussing counsel's respective scheduling conflicts, the court set a final hearing for March 2, 2012.
On February 29, Cory and Northcutt filed an expedited motion to continue the final hearing, id., Docket No. 439, to which the Trustee and Bennett Plaintiffs filed an objection later that same day, id., Docket No. 440. On March 1, the Bankruptcy Court denied Cory and Northcutt's motion for a continuance. Id., Docket No. 441.
At the March 2 hearing, counsel for the Trustee again proffered to the Bankruptcy Court that he had reviewed the claims and defenses in the Bennett Lawsuit and "had serious concerns about the outcome of the litigation." Id., Docket No. 507, at 6. He repeated that the Bennett Lawsuit was complex and would cause the Debtors' estates to incur significant costs to defend. Id. at 5. Counsel further stated that "[a]
The Trustee also offered sworn testimony at the March 2 hearing. The Trustee testified that he believed the Settlement Agreement was "beneficial to the creditors and all the stakeholders of the estate." Id. at 20. He testified that he estimated the estates would spend $75,000 to $125,000 concluding the Bennett Lawsuit and that, based on his counsel's assessment of the claims and defenses, in his business judgment as trustee he believed the compromise was beneficial to the estates. Id. at 24-25, 35. Additionally, counsel for the Bennett Plaintiffs similarly discussed with the Bankruptcy Court the merits of the Bennett Lawsuit. See id. at 42-43.
At the conclusion of the March 2 hearing, Judge Lloyd issued her decision on the Trustee's motion to approve the Settlement Agreement. Id. at 46-51. She began by finding that, under Fed. R. Bankr.P. 9019, "There has been appropriate notice [and] opportunity to be heard." Id. at 46. Judge Lloyd next concluded that "the trustee has sustained his burden under the formula set out by the Sixth Circuit." Id. at 48. Turning to the merits of the settlement, she found that the Trustee had informed himself of the claims and defenses in the Bennett Lawsuit and had "determined that that litigation can and should be settled on the terms negotiated with the Bennett plaintiffs." Id. Judge Lloyd stated that evidence had been tendered showing the settlement was reached by arm's-length negotiation and that there was no evidence to suggest "this has not been at arms length and appropriate negotiation and use of the Trustee's business judgment." Id. She concluded, stating: "The Court finds it's fair and equitable." Id.
While rendering her decision, Judge Lloyd also addressed the issue raised by Cory and Northcutt regarding the collateral effect on them had by the Settlement Agreement and Agreed Judgment. See id. Noting case law from other district courts in this Circuit, she concluded that the "collateral effect on other entities is not a relevant basis for this Court to deny approval of the settlement." Id. Judge Lloyd went on: "If this Court were governed by what might happen to other non-bankrupt entities that are part of this estate... then a court sitting in bankruptcy could never approve these settlements, because they always have collateral effect, both positive and negative on others." Id. at 49. She acknowledged taking into consideration the conflicting interests of the parties, Cory and Northcutt's objection, and the evidence tendered before concluding that "the overall effect of this is to benefit the estates." Id. Judge Lloyd expounded on her reasoning:
Id. at 49-50.
The Trustee then filed the proposed Agreed Judgment in the bankruptcy adversary proceeding on March 7, 2012. Bennett, No. 10-1055, Docket No. 48. And on March 8, 2012, the Bankruptcy Court entered the Agreed Judgment. Id., Docket No. 49. This appeal followed.
This Court has jurisdiction to hear this consolidated appeal from the Bankruptcy Court pursuant to 28 U.S.C. § 158(a)(1). When hearing an appeal from the final decision of a bankruptcy court, the district court sits as an appellate court. As an appellate court, this Court reviews the Bankruptcy Court's findings of fact for clear error and its conclusions of law de novo. Nat'l Union Fire Ins. Co. v. VP Bldgs., Inc., 606 F.3d 835, 837 (6th Cir. 2010); In re Mitan, 573 F.3d 237, 241 (6th Cir.2009). The Court reviews the Bankruptcy Court's approval of a settlement agreement for abuse of discretion. In re MQVP, 477 Fed.Appx. 310, 312 (6th Cir. 2012). "Abuse of discretion" is defined as a "definite and firm conviction that the [bankruptcy court] committed a clear error of judgment." In re Hines, 193 Fed.Appx. 391, 393 (6th Cir.2006) (alteration in original) (quoting In re M.J. Waterman & Assocs., Inc., 227 F.3d 604, 607-08 (6th Cir. 2000)). "The question is not how the reviewing court would have ruled, but rather whether a reasonable person could agree with the bankruptcy court's decision; if reasonable persons could differ as to the issue, then there is no abuse of discretion." Id. (quoting In re M.J. Waterman, 227 F.3d at 608).
Appellants present three issues on appeal:
I. Whether the Trustee had the authority to enter into a settlement agreement on behalf of the Debtors that included as one of its provisions the entry of an agreed judgment against one of those Debtors in a pending adversary proceeding?
II. Whether the Bankruptcy Court committed error in scheduling the hearing(s) on the Trustee's motion to approve the Settlement Agreement by failing to provide sufficient notice to Appellants?
III. Whether the Bankruptcy Court properly apprised itself of the facts necessary to evaluate the proposed Settlement Agreement and made an informed judgment that the settlement was fair and equitable?
The Court will address each in turn.
The primary issue on appeal is whether the Bankruptcy Court abused its
Still, when determining whether to approve a settlement agreement, the bankruptcy court may not "rubber stamp" the agreement or merely rely upon the trustee's word that the compromise is reasonable. In re MQVP, 477 Fed.Appx. at 313; Reynolds v. C.I.R., 861 F.2d 469, 473 (6th Cir.1988). Instead, "the bankruptcy court is charged with an affirmative obligation to apprise itself of the underlying facts and to make an independent judgment as to whether the compromise is fair and equitable." In re MQVP, 477 Fed. Appx. at 313 (quoting Reynolds, 861 F.2d at 473). In Protective Comm. for Indep. Stockholders of TMT Trailer Ferry, Inc. v. Anderson, the Supreme Court outlined the general factors a bankruptcy judge should consider in determining whether a proposed settlement is "fair and equitable." 390 U.S. 414, 424-25, 88 S.Ct. 1157, 20 L.Ed.2d 1 (1968). The Sixth Circuit, in In re Bard,
49 Fed.Appx. at 530. However, "[a] bankruptcy judge need not hold a mini-trial or write an extensive opinion every time [s]he approves or disapproves a settlement. The judge need only apprise [her]self of the relevant facts and law so that [s]he can make an informed and intelligent decision, and set out the reasons for [her] decision." In re MQVP, 477 Fed.Appx. at 313 (first alteration in original) (quoting In re Fishell, 47 F.3d 1168, 1995 WL 66622, at *3). "The judge may make either written or oral findings; form is not important, so long as the findings show the reviewing court that the judge properly exercised [her] discretion." In re Fishell, 47 F.3d 1168, 1995 WL 66622, at *3 (quoting In re Am. Corp., 841 F.2d 159, 163 (7th Cir. 1987)). Finally, both bankruptcy and district courts in this Circuit "generally accord some deference to the trustee's decision
Appellants argue that the Bankruptcy Court abused its discretion because the Trustee lacked the authority to enter into the Settlement Agreement that contained as one of its provisions the Agreed Judgment against MRP. Appellants contend that although the Trustee had the authority to settle claims against the bankruptcy estate, he had no authority to consent to a judgment against MRP. Here they distinguish between paragraphs 1 and 2 of the Settlement Agreement, which provide in relevant part:
In re Mammoth Resource Partners, Inc., No. 10-11377, Docket No. 415-1, at 3-4. Paragraph 1, Appellants reason, pertains to the proper authority of the Trustee to resolve claims against the bankruptcy estate; however, they maintain that paragraph 2 has nothing to do with the bankruptcy estate and goes beyond the Trustee's authority. (See Docket No. 8, at 13.) Appellants insist that paragraph 2: "does not deal with how the claimants are treated inside the bankruptcy proceedings, but only how they are treated outside the bankruptcy proceedings.... And in this particular case, paragraph 2 deals with how Appellant Cory is treated outside the bankruptcy proceedings. It adds nothing to the administration of the estate." (Docket No. 8, at 14.)
The Court is unpersuaded, much as the Bankruptcy Court was, that the Trustee lacked the authority to enter into the Settlement Agreement, including the provision providing for an agreed judgment against MRP. It is clear to the Court that Appellants' principal quarrel with the Trustee consenting to the Agreed Judgment against MRP is the potential collateral effect on Cory: "The apparent purpose of paragraph 2 is to enable the Bennett Plaintiffs to recover a $5,962,550.42 judgment against Appellant Cory." (Docket No. 8, at 15.) Appellants insist that because MRP, under the terms of the Settlement Agreement and Agreed Judgment, would consent to judgment making MRP liable to the Bennett Plaintiffs under Ky.Rev.Stat. § 292.480(1), the Bennett Plaintiffs would need prove only that Cory was a "control person" under § 292.480(4) to obtain a judgment against Cory individually. (Docket No. 8, at 15-17.)
The Bankruptcy Court concluded on the record that the potential collateral effect on Cory (and/or Northcutt) individually was not an appropriate basis to deny approval of the Settlement Agreement. In re Mammoth Resource Partners, Inc., No. 10-11377, Docket No. 507, at 48-49. The record reflects that the bankruptcy judge relied in part on Ames v. Rabin, 2011 WL
Though neither controlling nor perfectly on point, the Court finds Ames' reasoning persuasive. Much like the creditor in Ames, Appellants' argument here is really an objection to the effect of Kentucky state securities law rather than to the terms of the Settlement Agreement itself. The Settlement Agreement and Agreed Judgment put Appellants in no worse position than had the Bennett Plaintiffs succeeded on the merits against MRP. As Judge Lloyd concluded, "If [the Bankruptcy Court] were governed by what might happen to other non-bankrupt entities that are part of this estate ... then a court sitting in bankruptcy could never approve settlements, because they always have collateral effect, both positive and negative on others." In re Mammoth Resource Partners, Inc., No. 10-1055, Docket No. 507, at 49. Thus, the Court concludes that the Bankruptcy Court did not commit a clear error of judgment in rejecting the potential collateral effect on Appellants as appropriate grounds for denying approval of the Settlement Agreement.
Moreover, the Court is unpersuaded that, as a general matter, the Trustee exceeded his authority by consenting to the Agreed Judgment against MRP. A bankruptcy trustee is charged with maximizing the estate's assets and, accordingly, enjoys broad discretion in administering the bankruptcy estate. This discretion extends to deciding whether settlement is preferable to litigation. The record shows that the Trustee thoroughly considered the Bennett Plaintiffs' claims, the defenses available, the likelihood of successfully litigating those claims, and the potential cost and benefit to the estates in deciding the Settlement Agreement was fair and equitable and in the estates' best interest. As a part of the arm's-length negotiations with the Bennett Plaintiffs, the Trustee determined that consent to the Agreed Judgment was necessary to realize the cost savings of resolving the disputes between the estates and the Bennett Plaintiffs, to mitigate the risk of litigating the claims against the estates, and also to dispose of the Bennett Plaintiffs' claims against the debtors. As the Bankruptcy Court recognized:
Id. at 49. Thus, this Court cannot conclude that the Bankruptcy Court erred by rejecting Appellants' argument that the Trustee exceeded his authority in consenting to the Agreed Judgment against MRP.
Appellants' second issue on appeal is whether the Bankruptcy Court committed error (1) by scheduling the hearing on the motion to approve settlement without adequate notice and (2) by not granting them a continuance to conduct additional discovery. Federal Rule of Bankruptcy Procedure 9019 states that "after notice and hearing, the court may approve a compromise or settlement." Rule 9019 goes on to provide that notice shall be given in accordance with Rule 2002, which provides for twenty-one days' notice of the hearing on a motion to approve a compromise or settlement unless the court for cause shown directs otherwise. See Fed. R. Bankr.P.2002(a)(3). 11 U.S.C. § 102(1)(A) defines the phrase "after notice and a hearing," for purposes of Title 11, as "mean[ing] after such notice as is appropriate in the particular circumstances, and such opportunity for a hearing as is appropriate in the particular circumstances." And Rule 9006(c)(1) states that "when an act is required or allowed to be done at or within a specific time by these rules or by notice given thereunder... the court for cause shown may in its discretion with or without motion or notice order the period reduced." Although that Rule proceeds to expressly prohibit the reduction of time for taking action under an exhaustive list of other rules, it does not prohibit reduction under either Rule 9019 or Rule 2002(a)(3). See Fed. R. Bankr.P. 9006(c)(2). Thus, despite that Rule 2002(a)(3) provides for twenty-one days' notice of a hearing on a motion to approve settlement, the Court reads that rule in conjunction with 11 U.S.C. § 102(1)(A) and Rule 9006(c) as permitting the Bankruptcy Court some degree of flexibility in scheduling such a hearing and some discretion in determining whether notice has been adequately given.
Here, the Trustee filed his motion to approve the Settlement Agreement on January 26, 2012. In re Mammoth Resource Partners, Inc., No. 10-1055, Docket No. 415. The Bankruptcy Court entered a notice setting a deadline for objections twenty-one days later on February 21. Id., Docket No. 417. Then on February 5, having been informed that Cory and Northcutt planned to object to the Settlement Agreement, the Trustee and the Bennett Plaintiffs filed a joint motion requesting the Bankruptcy Court schedule a hearing on the motion for February 27. Id., Docket No. 422. The Trustee, joined by the Bennett Plaintiffs, requested a hearing on February 27 so that the court could rule on that motion in advance of the hearing on the Trustee's motion for substantive consolidation, which was originally scheduled for February 27 but continued to March 26. See id.; see also id., Docket
The Bankruptcy Court ruled on these motions on February 7 and entered an order scheduling a preliminary hearing on February 27, twenty days later. Id., Docket No. 427. At the February 27 hearing, Judge Lloyd acknowledged that she accidentally signed Cory and Northcutt's proposed order referring to the February 27 hearing as "preliminary." See id., Docket No. 506, at 41-42. Counsel for Cory and Northcutt proposed March 12 for a final hearing but requested that the final hearing be scheduled even farther out because he wanted to talk to Cory. Id. at 44-45. Judge Lloyd rejected that request, reasoning that Cory had "known about this for a long time," and that "nobody knows more about these debtor entities than Mr. Cory." Id. at 46. The court also took into consideration the pending deadline to object to consolidation and the fact that the Bennett Plaintiffs' objection to consolidation would be resolved by the terms of the Settlement Agreement. Id. at 43.
The Bankruptcy Court also considered and addressed Cory and Northcutt's argument that additional discovery was needed regarding the exchange of offers of compromise between the Trustee and the Bennett Plaintiffs and the advice the Trustee received from counsel relative to the merits of the Bennett Plaintiffs' claims. Cory and Northcutt also requested the opportunity to depose the Trustee about the settlement negotiations. The Bankruptcy Court effectively dismissed these arguments, advising Cory and Northcutt that they could file a motion under Fed. R. Bankr.P.2004 but that inquiry into the settlement negotiations and advice of counsel was prohibited under both the Federal Rules of Evidence and the Bankruptcy Rules. See id. at 47-48. (Judge Lloyd further noted that if Cory and Northcutt were unable to depose the Trustee before the March 2 hearing, they would nonetheless be able to examine him under oath at that hearing. Id. at 57.)
After that hearing was held on February 27, Cory and Northcutt filed an expedited motion on February 29 to continue the final hearing scheduled for March 2. Id., Docket No. 439. On March 1, the Bankruptcy Court denied Cory and Northcutt's motion for a continuance. Id., Docket No. 441.
Based on its review of the record and proceedings below, this Court is satisfied that the Bankruptcy Court showed good cause for scheduling the preliminary hearing twenty days after the entry of its scheduling order (a mere one day less than provided in Rule 2002) and for scheduling the final hearing four days thereafter. The February 27 hearing was held twenty-eight days after the court entered its notice for objections to the Trustee's motion to approve the Settlement Agreement. Judge Lloyd dealt with Cory and Northcutt's contentions that additional time was needed for discovery
Appellants' final argument challenges the Bankruptcy Court as failing to apprise itself of the underlying facts and failing to make an independent judgment whether the Settlement Agreement was fair and equitable. (Docket No. 8, at 19.) Appellants base this argument on two contentions: (1) that the Trustee put forward no evidence why the Debtors' estates would benefit from the Settlement Agreement, and (2) that the Trustee had not "appraised [sic] himself of the underlying facts, but was relying solely on the advice of counsel." (Docket No. 8, at 19.) Both of these arguments are belied by the record below.
The Court's review of the Bankruptcy Court's proceedings on February 27 and March 2, 2012, unquestionably shows that both the Trustee and the Bankruptcy Court were well informed of the facts relative to the Bennett Lawsuit and the proposed settlement. The transcripts of those proceedings also show that the Trustee demonstrated to the court why the Settlement Agreement was beneficial to the estates. Finally, the record clearly reflects that the Bankruptcy Court properly apprised itself of the facts necessary to evaluate the settlement and made an informed and independent judgment that the proposed compromise was fair and equitable, thereby complying with this Circuit's standard for approving such a settlement agreement. See In re Bard, 49 Fed.Appx. at 530. Therefore, the Court concludes that the Bankruptcy Court did not err in this regard.
For these reasons, the Bankruptcy Court's order approving the Settlement Agreement in Case No. 10-11377, Docket No. 444, and entry of the Agreed Judgment in adversary proceeding No. 10-1055, Docket No. 49, are hereby AFFIRMED.
