In Re: Revstone Industries v., 690 F. App'x 88

Debtor Revstone Industries, LLC proposed a Chapter 11 plan providing for the sale of substantially all estate assets and a discharge of certain liabilities; the Bankruptcy Court approved the plan over Ascalon Enterprises, LLC’s limited objection.
Ascalon, Revstone’s sole member and a non-creditor, argued Revstone was ineligible for discharge under 11 U.S.C. § 1141(d)(3)(B) because Revstone would not continue in business post-confirmation.
Bankruptcy Court found Revstone would continue operating in substantially the same manner and therefore was eligible for discharge; District Court affirmed.
On second-tier appeal to this Court, Ascalon asserted it had appellate standing because Revstone’s discharge could shift tax liability to Ascalon (Ascalon had previously revoked the S-corp election).
The panel concluded Ascalon lacked appellate bankruptcy standing (persons-aggrieved test) and that Ascalon waived new arguments raised on this appeal; the panel affirmed on that alternative ground.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Ascalon has appellate bankruptcy standing (persons-aggrieved) to challenge confirmation	Ascalon: discharge could cause taxing authorities to pursue Ascalon for Revstone’s tax liabilities, creating a direct pecuniary injury	Revstone: Ascalon lacks a direct, immediate pecuniary injury; claimed harms are speculative and contingent; Ascalon waived new theories	Held: No standing — Ascalon’s tax theory is waived and too contingent to satisfy persons-aggrieved test; affirmed on that ground
Whether Ascalon may raise the tax-liability theory for the first time on this appeal	Ascalon: (raised in reply/appeal) asserts apprehension about future tax exposure	Revstone: Argument was not presented below or in opening brief and is therefore waived	Held: Waived — arguments first raised on second-level appeal or in a reply brief are forfeited; court declines to consider them

In re PPI Enterps. (U.S.), Inc., 324 F.3d 197 (3d Cir.) (debtors may propose Chapter 11 plans to sell off all assets)
In re Combustion Eng’g, Inc., 391 F.3d 190 (3d Cir. 2004) (articulating the persons-aggrieved test for appellate bankruptcy standing)
Travelers Ins. Co. v. H.K. Porter Co., 45 F.3d 737 (3d Cir. 1995) (rejecting standing where claimed injury depends on future litigation and is not direct)
In re Majestic Star Casino, LLC, 716 F.3d 736 (3d Cir. 2013) (discussion of revocation of debtor pass-through tax status)
Oss Nokalva, Inc. v. European Space Agency, 617 F.3d 756 (3d Cir. 2010) (appellate courts may affirm on any ground supported by the record)