FILED
NOT FOR PUBLICATION
DEC 1 2017
UNITED STATES COURT OF APPEALS MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS
FOR THE NINTH CIRCUIT
In re: WESTERN FUNDING No. 16-60048
INCORPORATED; et al.,
BAP No. 15-1238
Debtors,
------------------------------ MEMORANDUM*
GREIF & CO.,
Appellant,
v.
BRIAN D. SHAPIRO, Trustee of WFI
Liquidating Trust; et al.,
Appellees.
Appeal from the Ninth Circuit
Bankruptcy Appellate Panel
Dunn, Faris, and Barash, Bankruptcy Judges, Presiding
Argued and Submitted October 20, 2017
San Francisco, California
*
This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
Before: WALLACE and CALLAHAN, Circuit Judges, and RESTANI,** Judge.
After losing before the Bankruptcy Appellate Panel, Greif & Co. (Greif), a
beneficiary of the WFI Liquidating Trust, appeals to us from a bankruptcy court’s
order approving a $331,476.53 settlement between WFI Trustee Brian Shapiro
(Trustee) and American Express (Amex). The Trustee initiated litigation against
Amex to avoid and recover some two million dollars in allegedly fraudulent
transfers made by WFI. Greif argues the Trustee underestimated the value and
likelihood of success of one of the claims against Amex, which Greif contends
resulted in an unfairly low settlement amount. We have jurisdiction under 28
U.S.C. § 158(d)(1) and we affirm.
We review for abuse of discretion the bankruptcy court’s approval of a
settlement agreement. In re A & C Props., 784 F.2d 1377, 1380 (9th Cir. 1986). A
bankruptcy court abuses its discretion if it applies the wrong legal standard, or
applies the correct legal standard in a way that is illogical, implausible or
unsupported by the record. See United States v. Hinkson, 585 F.3d 1247, 1263 (9th
Cir. 2009). “[W]here the record supports approval of the compromise, the
**
The Honorable Jane A. Restani, Judge for the United States Court of
International Trade, sitting by designation.
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bankruptcy court should be affirmed.” In re A & C Props., 784 F.2d at 1383
(citation omitted).
The bankruptcy court did not abuse its discretion by approving the
settlement agreement. Even assuming Greif’s argument that the “fair and
equitable” standard controls, the bankruptcy court explicitly applied that standard
when it assessed the settlement: the court correctly identified the relevant A & C
Properties factors—the probability of success in the litigation; the likely
difficulties in collection; the complexity of the litigation and the expense attending
it; and the paramount interest of the creditors, Id. at 1381—and explained why
these factors weighed in favor of finding the settlement fair and equitable. This
analysis occurred against the backdrop of a comprehensive record, including
Greif’s objection to the motion to approve settlement, the Trustee’s 58-page reply
to the objection (including exhibits), Greif’s supplemental objection to the
settlement (including 597 pages of attachments), the Trustee’s reply to the
supplemental objection (including 161 pages of attachments), and nearly an hour
of oral argument before the bankruptcy judge. In both volume and substance the
record was sufficiently developed and “replete with factors which support the
bankruptcy court’s approval of the compromise.” Id. at 1383.
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We reject Greif’s argument that the bankruptcy court did not fully
understand and examine his “employment contract” theory. The record indicates
that Greif’s employment contract theory was fully before the bankruptcy court, and
that the court took Greif’s views into account in assessing the fairness of the
proposed settlement. Greif argues that the bankruptcy court should have adopted
his view of the viability and value of the employment contract claim over the
Trustee’s view, but the bankruptcy court was not required to hold a “mini-trial” on
the merits of each disputed legal question before approving the settlement as fair
and equitable. In re Blair, 538 F.2d 849, 851–52 (9th Cir. 1976). Nor was the court
required to find that the settlement proposed was the best settlement possible. In re
A & C Props., 784 F.2d at 1384 (“As long as the approved plan is fair and
equitable, we cannot reject it in favor of a plan that is more equitable.”) (citation
omitted). Where, as here, the bankruptcy court is “familiar with the entire record,”
and addressed the creditor’s substantive objections “expressly or by necessary
implication,” the court’s approval of the settlement does not constitute an abuse of
discretion. Id.
For the above reasons, we hold that the bankruptcy court did not abuse its
discretion by approving the Trustee’s motion to approve the settlement agreement.
AFFIRMED.
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