NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
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No. 18-1960
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In re: W.R. GRACE & CO., et al.,
Reorganized Debtors
ANDERSON MEMORIAL HOSPITAL,
Appellant
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On Appeal from the District Court
for the District of Delaware
(D. Del. 1-16-cv-00799)
Honorable Leonard P. Stark, U.S. District Judge
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Submitted Under Third Circuit L.A.R. 34.1(a)
September 16, 2019
Before: KRAUSE, MATEY, and RENDELL, Circuit Judges
(Opinion filed: October 3, 2019)
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OPINION*
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*
This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not
constitute binding precedent.
KRAUSE, Circuit Judge.
Anderson Memorial Hospital (“AMH”) appeals the District Court’s order denying
its motion to alter or amend the Bankruptcy Court’s denial of class certification and
granting W.R. Grace & Co.’s motion to dismiss its appeal. Because we agree with the
District Court that AMH’s appeal is barred by the Bankruptcy Plan in this case, we will
affirm the District Court’s order of dismissal.
I. Discussion1
In rejecting AMH’s argument that the Bankruptcy Court should alter or amend
that court’s denial of class certification, the Bankruptcy Court and District Court,
respectively, concluded that “AMH is bound by the [Property Damage Case Management
Order (“PDCMO”)] to adjudicate its individual claim before commencing its class
claims,” JA 20, and that “a separate, independent ground for dismissing this appeal is that
it is barred by the confirmed Plan,” JA 34. AMH raises three arguments as to why that
conclusion was in error, but none is persuasive.
First, AMH contends that “[b]y the express terms of the PDCMO, there is no
applicable provision which does what Grace claims.” Appellant’s Br. 29–30. AMH is
mistaken. As concerns the three proofs of claim that AMH filed—an individual claim
1
The District Court had jurisdiction under 28 U.S.C. § 158(a)(1), and we have
jurisdiction under 28 U.S.C. § 158(d)(1). See In re Klaas, 858 F.3d 820, 826 (3d Cir.
2017). In bankruptcy cases, “we ‘stand in the shoes’ of the district court and apply the
same standard of review.” Id. at 827 (quoting In re Global Indus. Techs., Inc., 645 F.3d
201, 209 (3d Cir. 2011) (en banc)). We review the Bankruptcy Court’s “legal
determinations de novo . . . and its exercise of discretion for abuse thereof.” In re Trans
World Airlines, Inc., 145 F.3d 124, 131 (3d Cir. 1998).
2
(No. 011008), a South Carolina class claim (No. 09914), and a worldwide class claim
(No. 09911)—the Asbestos PDCMO, which is part of the Plan, provides that “[t]he
Anderson Memorial class claims (Nos. 09911 and 09914) shall remain inactive unless
and until there is a final, appealable order with respect to the Anderson Memorial
individual claim (No. 011008).” JA 1243. And AMH’s argument that other language in
the PDCMO should be read to negate the import of this provision as concerns the denial
of class certification fails because the PDCMO “specifically discusses AMH’s claims,” as
the Bankruptcy Court noted. JA 20. Having failed to object to this provision at the
confirmation hearing, AMH may not be heard to do so at this late date. See In re Arctic
Glacier Int’l, Inc., 901 F.3d 162, 166 (3d Cir. 2018) (noting that a confirmation order
renders the entire Plan res judicata and bars all challenges to the Plan that could have
been raised and decided at the confirmation hearing).
Second, AMH urges that Grace should be estopped from arguing that the
confirmation order, to which the PDCMO was attached as an exhibit, was a final order
with respect to class certification because it took “the exact opposite position when it
successfully sought to dismiss AMH’s appeal of the denial of class certification.”
Appellant’s Br. 29. Here, AMH fails to distinguish between the Bankruptcy Court’s
order denying class certification, which we held was indeed an interlocutory order, Order,
JA 42–43, and its order confirming the Plan, which was a separate and final order that
precluded AMH from pursuing class claims until it had litigated its individual claim and
that AMH had the opportunity to challenge concerning any objectionable term at the
confirmation hearing.
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Finally, AMH contends that the PDCMO is merely a sequencing and scheduling
order that was and remains “modifiable.” Appellant’s Br. 32. As the Bankruptcy Court
observed, however, the PDCMO is more than that: “[I]t provides the mechanism for
ongoing adjudication of unresolved PD Claims after plan confirmation,” and “[a]s part of
the Plan that was confirmed, . . . AMH is bound by the [PDCMO] to adjudicate its
individual claim before commencing its class claims.” JA 20. Because AMH has not yet
adjudicated that individual claim, the District Court correctly held that “its appeal of the
denial of class certification is premature—and an improper collateral attack on the Plan—
and must, for this reason . . . be denied.” JA 34.
In sum, the District Court committed no legal error in dismissing AMH’s appeal
and declining to reach its arguments as to the Bankruptcy Court’s denial of its motion to
alter or amend, and denial of class certification.2
II. Conclusion
For the foregoing reasons, we will affirm the District Court’s order of dismissal.
2
Because we agree that the Plan bars AMH’s appeal, we also need not reach
AMH’s challenges to the Bankruptcy Court’s denial of these motions. Nor need we
address the District Court’s alternative ground for dismissal, i.e., that this appeal should
be dismissed because it is interlocutory.
4