Bank of England v. Rice (In Re Webb), 742 F.3d 824

Dudley and Peggy Webb filed a joint Chapter 7 bankruptcy in February 2012 listing rice grain and farming equipment tied to the Dudley R. Webb, Jr. Farms Joint Venture, with Bank of England asserting a perfected security interest.
The joint venture was formed in January 2003 with 50/50 ownership, and its agreement stated it would not create a partnership; loans were made to the venture and some security interests were in its name.
Bank sought relief from the stay in March 2012, arguing it had a perfected lien in the disputed assets based on nine loans to the joint venture.
Trustee Rice filed a complaint March 29, 2012 requesting authority to sell the Webbs’ remaining rice grain free of liens, with liens to attach to sale proceeds pending later resolution.
Bank's counsel indicated it would liquidate assets, prompting an emergency hearing where the bankruptcy court held the assets were part of the Webbs’ estate and issued a permanent injunction; district court affirmed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Webbs formed a partnership	Bank argues the JV is a partnership and assets are not estate property.	Webbs contend no partnership was formed; agreement language and conduct show no separate entity.	JV not a partnership; no separate entity.
Whether assets of the JV are part of the bankruptcy estate under §541	Bank claims assets belong to the JV and not the estate.	Webbs contend assets were not part of a separate entity and thus remain estate property.	Assets were part of the estate.
Whether the bankruptcy court had jurisdiction to decide and issue injunction on the disputed assets	Bank seeks to exercise control over assets outside estate claims.	Trustee sought to preserve assets for estate sale and determine rights later; court had core jurisdiction.	Bankruptcy court had jurisdiction to decide and authorize sale.
Whether estoppel or public policy requires reversal	Bank argues estoppel and public policy favor reversal to prevent adverse effects on creditors.	Webbs/Trustee did not rely on representations in a way that estoppel applies; public policy concerns are limited to this adversary.	Estoppel and policy arguments waived/insufficient to reverse.

In re M & S Grading, Inc., 526 F.3d 363 (8th Cir. 2008) (standard for reviewing bankruptcy findings of fact and law on appeal)
In re Cedar Shore Resort, Inc., 235 F.3d 375 (8th Cir. 2000) (jurisdiction and standard of review in bankruptcy appeals)
Gammill v. Gammill, 510 S.W.2d 66 (Ark. 1974) (intent-based analysis governs partnership existence)
Slaton v. Jones, 195 S.W.3d 392 (Ark. App. 2004) (joint ventures differ from general partnerships; contract controls)
In re Burnett, 241 B.R. 438 (Bankr. E.D. Ark. 1999) (partnership assets not property of individual bankruptcy estate under §541)
First Nat'l Bank of Crossett v. Griffin, 832 S.W.2d 816 (Ark. 1992) (trial court may consider extrinsic evidence to interpret contract)
First Bank Investors' Trust v. Tarkio Coll., 129 F.3d 471 (8th Cir. 1997) (estoppel requires reliance under Arkansas law)
In re Curtis, 363 B.R. 572 (Bankr. E.D. Ark. 2007) (evidence outside contract admissible when contract ambiguous)