Iberiabank v. Bradford Geisen, 776 F.3d 1299

In 2007 a $10.6M loan to Siena Realty was guaranteed by FFS Data, Inc. and several individuals including Bradford Geisen (FFS’s president and majority shareholder). Siena defaulted and collateral sale left a deficiency.
FFS filed Chapter 11 in Dec. 2009; Iberiabank (successor lender) filed an unsecured claim in the FFS bankruptcy for the Loan amount.
FFS’s amended Chapter 11 Plan (filed Oct. 16, 2010) and a Settlement Agreement with Iberiabank allowed Iberiabank a $2M unsecured claim; the Settlement did not mention claims against Geisen personally.
The Plan’s § 8.13 provided a “general release of Bradford Geisen” in exchange for Geisen’s surrender of insider claims and a $750,000 new-value payment; § 8.15 separately released parties for claims relating to the debtor/bankruptcy/Plan.
Iberiabank did not object to confirmation; the Plan was confirmed March 21, 2011 and the order became final. Later Iberiabank sued guarantors (including Geisen) on the personal guaranty; Geisen invoked the Plan release.
Bankruptcy court and district court (on appeal) held the Plan’s § 8.13 released Geisen’s personal guaranty obligations; this appeal affirmed that ruling.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether § 8.13 released claims against Geisen arising from his personal guaranty	Release language is limited to claims against Geisen in his capacity as FFS officer/director, so personal guaranty not released	§ 8.13 is an unambiguous general release of “all … claims” against Bradford Geisen, including personal guaranties	Court held § 8.13 unambiguously released all claims against Geisen, including the guaranty
Whether the confirmation order has res judicata/preclusive effect barring suit on the guaranty	Release was not sufficiently specific; following Fifth Circuit authority, a third-party guarantor release requires specificity	Confirmation orders (and incorporated Plan) are final and preclusive; § 8.13 here was specific enough and integral to the Plan	Court held confirmation order is preclusive; declined to adopt Fifth Circuit additional specificity test and found § 8.13 sufficiently specific

Travelers Indemnity Co. v. Bailey, 557 U.S. 137 (U.S. 2009) (final bankruptcy confirmation orders are res judicata and cannot be collaterally attacked)
In re Optical Techs., Inc., 425 F.3d 1294 (11th Cir. 2005) (confirmation orders and incorporated plans are preclusive; plain plan language enforced)
In re Justice Oaks II, Ltd., 898 F.2d 1544 (11th Cir. 1990) (claims arise from same cause of action when from same transaction or series of transactions for res judicata analysis)
Mastrobuono v. Shearson Lehman Hutton, Inc., 514 U.S. 52 (U.S. 1995) (contract interpretation should give effect to all provisions)
Slater v. Energy Servs. Grp. Int’l, Inc., 634 F.3d 1326 (11th Cir. 2011) (plain meaning governs contract interpretation)
Republic Supply Co. v. Shoaf, 815 F.2d 1046 (5th Cir. 1987) (Fifth Circuit treated releases of guarantors as preclusive when plan language expressly released them)
In re Piper Aircraft, 244 F.3d 1289 (11th Cir. 2001) (res judicata elements summarized for bankruptcy contexts)