GAF Holdings, LLC appeals the bankruptcy court’s 2 order dismissing with prejudice its complaint against Philip Rinaldi; Stanley Riemann; Robert Terry; Pegasus Partners II, L.P.; Pegasus Investors II, L.P.; Pegasus Capital Partners, L.P. 3 ; and J.P. Morgan Trust Company, National Association in its capacity as Trustee of the FI Liquidating Trust. We affirm.
BACKGROUND
GAF was incorporated in 1999 in order to purchase a refinery in Coffeyville, Kansas from Farmland Industries, Inc. For a variety of reasons, GAF was unable to obtain the necessary financing. 4 Farmland filed a chapter 11 petition on May 31, 2002.
On November 14, 2003, the bankruptcy court entered an order approving the sale of the Coffeyville assets to Coffeyville Resources, LLC. In the November 14, 2003 sale order, the bankruptcy court found: 1) Coffeyville Resources, LLC’s bid was the highest and best offer received for the Coffeyville assets; 2) the sale and auction procedures had been properly followed; 3) the debtor appropriately exercised rеasonable business judgment in accepting Cof-feyvilie Resources, LLC’s bid; 4) GAF did not satisfy the auction and sale bidding procedure requirements and was not a qualified bidder; 5) Coffeyville Resources, LLC’s bid was the only qualifying bid; 6) the debtor made a prudent business decision not to hold an auction in light of the deficiencies in the bid submissions; 7) the sale consideration to be realized by the debtor’s estate pursuant to the agreement was fair and reasonable; 8) the sale agreement and the transactions contemplated by it were negotiated and undertaken at arm’s length, without collusion, and in good faith; and 9) the purchase price under the sale agreement was fair and reasonable and was for sufficient value. GAF did not object to, or appeal, the sale order.
On December 19, 2003, the bankruptcy court entered its order confirming Farmland’s plan. Pursuant to the plan, Farmland transferred certain assets to a liquidating trust to liquidate and distribute proceeds to certain creditors of and interest holders in Farmland. J.P. Morgan Trust Company, National Association is the liquidating trustee of the Farmland Industries, Inc. Liquidating Trust.
GAF learned that Coffeyville Resources, LLC had offered Stan Riemann, the executive vice president оf the debtor, a lucrative position with their company if they were successful in acquiring the Coffeyville assets. On February 2, 2004, GAF filed a motion pursuant to Federal Rule of Civil Procedure 60(b) and Federal Rule of Bankruptcy Procedure 9024 to set aside the sale order as the product of collusion among Riemann, Terry, and the purchaser. After discovery and a hearing, the bankruptcy court denied the motion. The bankruptcy court considered GAF’s contention regarding both the conflict of interest and its allegation that the price of the Coffeyville assets had been artificially deflated due to an alleged “insider scheme to freeze GAF and all other bidders out of the bidding process, by-pass the auction, and guarantee CRLLC’s receipt of the assets.” The bankruptcy court denied GAF’s motion on February 17, 2004.
The bankruptcy court issued a memorandum opinion on February 19, 2004, in which it made the following findings in support of its order denying GAF’s mo
On February 20, 2004, the court authorized an amendment to the asset purchase agreement order. The February 20, 2004 order reaffirmed the November 14, 2003 sale order and its findings, including that the assets were purchased in good faith, and provided that absent a stay pending appeal, the sаle would be entitled to the protection of 11 U.S.C. § 363(m). GAF did not appeal the February 20, 2004 order.
On March 2, 2007, GAF filed its complaint in this proceeding alleging misconduct on the part of Rinaldi, Riemann, Terry, and Pegasus in connection with the 2004 sale of the refinery and fertilizer complex in Coffeyville, Kansas to Coffey-ville Resources, LLC. In the complaint, GAF sought damages against Rinaldi, Riemann, Terry and Pegasus for intentional interference with business expectancy and conspiracy. 5 GAF also named the liquidating trustee as a defendant in the complaint, but sought no damages or other relief against it. Instead GAF sought to force the liquidating trustee to assert any interest the liquidating trust might have in any proceeds of the litigation.
Each of the remaining defendants filed a motion to dismiss the complaint for various and varying reasons. The liquidating trustee sought dismissal for lack of subject matter jurisdiction. The bankruptcy court dismissed the complaint with prejudice as an impermissible collateral attack on the prior orders approving the sale and for failing to state a claim upon which relief can be granted.
GAF Holdings, LLC v. Rinaldi (In re Farmland Industries, Inc.),
GAF appealed the bankruptcy court order dismissing its complaint. At oral argument, we raised the issue of subject matter jurisdiction and granted the parties additional time to brief the issue. We then held that the bankruptcy court lacked subject matter jurisdiction over GAF’s state law-based tort claims against non-debtor third parties.
GAF Holdings, LLC v. Rinaldi (In re Farmland Industries, Inc.),
STANDARD OF REVIEW
We review the bankruptcy court’s grant of a motion to dismiss de novo.
Schaaf v. Residential Funding Corp.,
DISCUSSION
I. Dismissal pursuant to Rule 12(b)(6) was proper because the complaint fails to state a claim upon which relief cаn be granted.
Federal Rule of Civil Procedure 8(a)(2), made applicable to bankruptcy proceedings by Federal Rule of Bankruptcy Procedure 7008, requires pleadings that state a claim for relief to contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” F.R.Civ.P. 8(a)(2); Fed. Rules Bankr.Proc. 7008. A complaint which fails to state a claim to relief that is plausible on its face may be dismissed pursuant to Federal Rule of Civil Procedure 12(b)(6):
To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to “state a claim to relief that is plausible on its face.” A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. The plausibility standard is not akin to a “probability requirement,” but it asks for more than a sheer possibility that a defendant has acted unlawfully. Where a complaint pleads facts that are “merely consistent with” a defendant’s liability, it “stops short of the line between possibility and plausibility of ‘entitlement to relief.’ ”
Ashcroft v. Iqbal,
- U.S. -, -,
GAF alleges tortious interference with a business expectancy under Missouri law, which requires GAF to prove five elements: “(1) a contract or valid business expectancy, (2) defendant’s knowledge of the contract or relationship, (3) an intentional interference by the defendant inducing or causing a breach of the contract or relationship, (4) absence of justification and (5) damages.”
Wash Solutions, Inc. v. PDQ Manuf., Inc.,
The existence of a valid business expectancy will not be found where the facts showed a mere hope of establishing a business relationship which was tenuous. In order to have a claim for interference with a valid business expectancy, it is necessаry to determine if the expectancy claimed was reasonable and valid under the circumstances alleged. If it is not, there was nothing for defendants to have interfered with.
Serv. Vending Co.,
Although the Missouri courts have found that the lowest qualified bidder оn a contract for a government project would have a valid business expectancy if the bid were submitted properly, they have been unconvinced that tortious interference has occurred “where the intentional interference by the defendant consisted of a refusal to enter into a contract with the plaintiff or the plaintiffs principal, or a refusal to entertain an offer from plaintiff or plaintiffs principal.”
Maupin v. Hallmark Cards, Inc.,
We note that even if GAF had alleged facts to support the first element, reasonable and valid business expectancy, it would still fail on the third element, intentional interference by the defendant inducing or causing a breach of the contract or relationship. Because GAF did not submit a proper bid, GAF would not be able tо prove that
but for
the defendants’ conduct, it would have been the successful purchaser.
Cmty. Title Co.,
GAF’s related claim for civil conspiracy
7
depends on its claim for tortious interference, so it also fails. “[If] the underlying wrongful act alleged as a part of a civil conspiracy fails to state a cause of action, the civil conspiracy claim fails as well.”
Gettings v. Farr,
B. The complaint is internally inconsistent and self-defeating.
There are a number of internal inconsistencies and self-defeating assertions in GAF’s complaint, which provide additional support for the court’s dismissal. First, GAF’s complaint states that the action is based on losing a business opportunity to purchase the Coffeyville assets, as a result of the defendants’ alleged “illegal misrepresentation, and concealment of material facts to the Bankruptcy Court, abuse and illegal manipulation of the judicial process.” The complaint details GAF’s three attempts to purchase the assets but only accuses the defendants of wrongdoing with regard to the third and final attempt. It is possible that GAF assumed that because they had unsuccessfully attempted to purchase the Coffeyville assets prior to Farmland’s bankruptcy, GAF should have held a special position as a preferred bidder when Farmland decided to liquidate the Coffey-ville assets. However, the complaint alleges no contract creating such a right. In fact, the complaint admits that the winning bidder purchased the assets through a court-supervised process, in which GAF was also allowed to participate. GAF admits that the court made its own evaluation of the fair value of the assets and approved the sale, and that the creditors' also approved of the sale even though they knew of Riemann’s conflict of interest.
Second, GAF complains that it was not initially chosen as the stalking horse bidder, but then states that the defendants eventually asked GAF to submit a stalking horse bid and that GAF rejected the op
C. GAF lacks standing to challenge the sale.
The bankruptcy court found that GAF lacked standing to pursue its actions against the defendants. To the extent that GAF’s claims stem from the defendants’ alleged involvement in setting an artificially low value on the assets, we agree with the bankruptcy court that GAF was not an aggrieved party and lacked standing. The allegation that the Coffeyville assets were sold for less than fair market value is central to GAF’s claim of tortious interference, but only the estate could have been aggrieved by the allegedly below fair market value sale of the Coffeyville assets. If GAF had submitted its bid in the proper form, GAF would have actually benefitted from any actions that lowered the purchase price.
II. GAF’s complaint is barred by collateral estoppel.
The bankruptcy court concluded that GAF’s actions constituted аn impermissible collateral attack on its prior orders. As we have already noted, in order for the bankruptcy court to enter a judgment for GAF on its claims, the bankruptcy court would have to review issues it already decided and overrule findings of its earlier orders. The doctrine of collateral estoppel bars such review. Collateral estoppel has five elements:
(1) the party sought to be precluded in the second suit must have been a party, or in privity with a party, to the original lawsuit; (2) the issue sought to be precluded must be the same as the issue involved in the prior action; (8) the issue sought to be precluded must have been actually litigated in the prior action; (4) the issue sought to be precluded must have been determined by a valid and final judgment; and (5) the determination in the prior action must have been essential to the prior judgment.
Anderson v. Genuine Parts Co., Inc.,
All five elements exist here. At issue are three orders of the bankruptcy court: the November 14, 2003 sale order; the February 17, 2004 order denying GAF’s Rule 60(b) motion; and the February 20, 2004 order authorizing amendment to the sale order. All three judgments were valid and final. GAF was a party to the sale proceedings. Not only was GAF active in Farmland’s bankruptcy case as bоth a creditor and a potential purchaser of the Coffeyville assets, but GAF actually did litigate its grievances with a Rule 60(b) motion that challenged the sale order and
The issues presented in GAF’s tortious interference action are the same as those already litigated and determined by the court in its prior orders. First, GAF alleges that Terry and Riemann prevented third parties from speaking to GAF in order to hamper its due diligence efforts, but the bankruptcy court, in its February 19, 2004 opinion to its February 17, 2004 order, found that Terry and Riemann did not prevent GAF from speaking with third parties regarding the Coffeyville assets and that Riemann never denied GAF or any other party an opportunity to conduct due diligence. Second, GAF alleges that the sale price was too low, but the bankruptcy court found in its November 14, 2003 sale order (and reaffirmed in its February 20, 2004 order) that the sale consideration to be realized by the debtor’s estate pursuant to the agreement was fail' and reasonable and that the purchase price under the sale agreement was fair and reasonable. Third, GAF alleges that the purchase agreement was not negotiated or entered into in good faith, but the bankruptcy court found in its November 14, 2003 sale order (and reaffirmed in its February 20, 2004 order) that the sale and auction procedures had been properly followed, the debtor appropriately exercised reasonable business judgment in accepting Coffeyville Resources, LLC’s bid, and the sale agreement and the transactions contemplated by it were negotiated and undertaken at arm’s length, without collusion, and in good faith. In the court’s February 19, 2004 opinion to its February 17, 2004 order, the court found that the ultimate deal reached with Pegasus was conducted at arms-length and with intense negotiations and that no evidence exists to prove that the debtor steered the sale to Pegasus on the condition that Riemann be employed by Pegasus. Finally, GAF alleges that its bid was improperly denied, but the bankruptcy court found in its November 14, 2003 sale order (and reaffirmed in its February 20, 2004 order) that Cof-feyville Resources, LLC’s bid was the highest and best offer received for the Coffeyville assets, that the sale and auction procedures had been properly followed, that the debtor appropriately exercised reasonable business judgment in accepting Coffeyville Resources, LLC’s bid, that GAF did not satisfy the auction and sale bidding procedure requirements and was not a qualified bidder, and that Coffeyville Resources, LLC’s bid was the only qualifying bid.
Particularly fatal to GAF’s complaint is the finding of the court that GAF was not a qualified bidder. Because GAF was not a qualified bidder, it cannot prove that it had a reasonable and valid business expectancy that it would have been the successful purchaser of the Coffeyville assets. The only way to purchase the assets was through the bidding process as approved by the court. The court found that GAF failed to meet the bidding requirements. Even though GAF alleges “newly discovered evidence,” the issues are the same as those before the court when it issued its previous orders. The “newly discovered evidence” consists primarily of information from Coffeyville Resources, LLC’s February 11, 2005 Form S-l, which GAF asserts could be used to prove that the sale рrice of the assets was lower than their fair market value. Even if we assume that the Form S-l proves that the sale price was less than the assets’ fair market value, it would not be enough to prove tortious
III. GAF’s complaint is barred by section 363(m).
The bankruptcy court found that GAF’s aсtions were also barred by 11 U.S.C. § 363(m), which provides:
The reversal or modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or lease of property does not affect the validity of a sale or lease under such authorization to an entity that purchased or leased such property in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and such sale or lease were stayed pending appeal.
11 U.S.C. § 363(m). “Section 363(m) protects the reasonable expectаtions of good faith third-party purchasers by preventing the overturning of a completed sale, absent a stay, and it safeguards the finality of the bankruptcy sale. Section 363(m) further shields third parties who rely upon the bankruptcy court’s order from endless litigation.”
Official Comm. of Unsecured, Creditors v. Trism, Inc. (In re Trism, Inc.),
a challenge to a related provision of an order authorizing the sale of the debt- or’s assets affects the validity of the sale when the related provision is integral to the sale of the estate’s assets. A provision is integral if the provision is so closely linked to the agreement govеrning the sale that modifying or reversing the provision would adversely alter the parties’ bargained-for exchange.
In re Trism
at 1007 (citing
Cinicola v. Scharffenberger,
GAF argues that § 363(m) does not bar its actions because GAF does not seek to undo the sale. However, the shield of § 363(m) protects more than just title. “A bankruptcy sale under 11 U.S.C. § 363, free and clear of all liens, is a judgment that is good as against the world, not merely as against parties to the proceedings.”
Regions Bank v. J.R. Oil Co., LLC,
GAF analogizes its case to
Lange v. Schropp (In re Brook Valley VII, Joint Venture),
Sales under 11 U.S.C. § 363, unlike the foreclosure sale at issue in the
Brook Valley
case, are entitled to heightened protections. If a disgruntled bidder were permitted to attack the legitimacy of a sale years later and essentially disgorge the profits made by parties to the sale, it would undermine the protections of § 363(m), inject uncertainty and instability into the sale process, and ultimately chill bidding and decreаse the prices paid by cautious bidders who fear endless litigation. “Finality and regularity of proceedings are significant factors whenever the courts are involved in a sale of property, for devotion to those principles encourages fervent bidding and ensures that interested parties will sincerely extend their best and highest offers at the auction itself.”
Four B. Corp. v. Food Barn Stores, Inc. (In re Food Barn Stores, Inc.),
CONCLUSION
GAF’s actions fail because the bankruptcy court previously found that GAF was never a qualified bidder, a circumstance that precludes any finding that GAF had a valid and reasonable business expectancy or that but-for the alleged wrongdoing, GAF would have been the successful purchaser. Because GAF’s complaint was facially deficient, a collateral attack on prior orders, and barred by 11 U.S.C. § 363(m), the bankruptcy court properly dismissed it. We affirm.
Notes
. The Honorable Jerry W. Venters, United States Bankruptcy Judge for the Western District of Missouri.
. For conveniеnce, we will refer Lo these entities collectively as “Pegasus.”
. According to GAF, the first attempt depended on an "offtake” agreement with Enron and fell through in the wake of Enron's collapse, while post-September 11 energy market instability unraveled its second attempt.
. GAF named Black Diamond Capital Management, L.L.C. as a defendant, but later dismissed its complaint as to it. As a result, Black Diamond Capital Management, L.L.C. is not a party to this appeal.
. As we will discuss later, GAF cannot collaterally attack those findings and the sale order is also shielded from attack by the protections 11 U.S.C. § 363(m).
. Under Missouri law, civil conspiracy can be established under either of two tests: an "ends sought" test or a "means used" test.
Envirotech, Inc. v. Thomas,