*1 abey- judiciously held District Court INVESTMENTS, INC., NORDHOFF
ance. v. case, posture of the the facts and Under for the District appropriate we believe ZENITH ELECTRONICS the first instance Court to determine CORPORATION, issues, including jurisdiction, threshold Jr., McLaughlin, Esq., John D. Trustee. class certification. Of preclusion, and threshold, course, she passes if Bass Committee/Equity Official judicial process to full will be entitled Security Holders, having prudential value of the merits. v. of District Court consideration the benefit Corporation, Zenith Electronics judicial econo- analysis outweighs having dispose of these my of this Court Staiano, Patricia A. Trustee. issues now.3 Investments, Inc., Nordhoff Ordinarily, appeal would dismiss this we like the one entered because v. usually her e is not a final
District Court
Corporation,
Zenith Electronics
§
purposes
for
of 28 U.S.C.
1291.
order
However,
time
Staino,
because of the inordinate
Patricia A.
Trustee.
litigation
consumed
the state and
Security
Committee/Equity
Official
courts,
federal
and the District Court’s
Holders, Appellant at No. 00-
prejudice
dismissing
order
to rein-
2249.
litigation
after exhaustion
statement
courts,
of remedies in the state
we will
Investments,
Inc., Appellant
Nordhoff
remand the case to the District Court.4
at No. 00-2250.
00-2250,
Nos.
00-2249.
III.
Appeals,
United States Court of
The Order of the District Court will be
Third Circuit.
vacated,
for fur-
and the case remanded
23,
proceedings
opin-
Argued
ther
consistent with this
Jan.
2001.
against
appellees.
ion.
Costs taxed
21,
Filed June
574, 578,
1563,
judgment
3. We make no
526 U.S.
119 S.Ct.
legal
by abstaining.
(1999),
Court committed
error
power
L.Ed.2d 760
we are within our
undisputed
events
base our decision on
jurisdictional
to decide the
issue of mootness
occurring after the District Court entered its
reaching
complicated
before
the much more
final order.
appellate jurisdic-
issue of whether we have
tion.
Steel Co. v.
Better Envi-
Citizens
Cf.
disposition
practical
4. Our
has the same
ef-
ron.,
523 U.S.
101 n.
118 S.Ct.
dismissing
appeal,
fect as
and leaves Bass
(1998) (tacitly affirming
Thomas D. for Official Committee Counsel bidders, Appellant at No. 00- Security Rubel, Sprayregen, llana S. James H.M. Zott, Kirkland & Ellis (Argued), David J. IL, Jones, Wilmington, Chicago, Laura D. Pachulski, DE, Kurtzman, Stang, Eric S. Jones, CA, Ziehl, Young Angeles, Los & Appellee period, increasing holdings Zenith Electronics difficult Counsel Corporation. percent fifty-eight percent from five occupying six of the eleven on Ze- seats NYGAARD, ALITO, Before: *3 by nith’s Board of Directors 1997. Zenith FUENTES, Judges. Circuit attempted to find an outside investor will- business, ing purchase buyers to but no THE OPINION OF COURT person- came forward after Zenith’s CEO ally Microsoft, met with executives from NYGAARD, Judge: Circuit Intel, Instruments, General and other presents the chal This case consolidated industry. leaders in the electronics lenges by Nordhoff Investments and Zenith continued suffer losses and Equity Official Committee of Holders to major proposed restructuring LGE approving the District Court’s order equity April Zenith’s debt and in of 1998. Bankruptcy confirming Court’s order Ze special A committee of Zenith’s Board of bankruptcy restructuring plan. nith’s and negotiated Directors with agreed LGE and below, argues, as it Zenith did that plan. forming to a After their own adviso- challenges posed restructuring plan to its ry committee obtaining and counsel from “equitably plan are moot” because the has advisors, legal and financial the bondhold- consummated, already substantially agreed plan. ers also to the The upon by parties, has been relied various 1) exchanging included: approximately very and would be difficult to retract. The million in bearing bonds interest at $103 thoroughly District Court reviewed all of percent 6.25 in million new bonds $50 the relevant considerations and found the 2) bearing percent; interest at 8.19 cancel- challenges equitably accept moot. We 3) consideration; ing Zenith’s stock for no findings lower court’s of fact “unless issuing new Zenith stock to LGE ex- completely are devoid of a credible eviden- change for million of debt relief for- $200 tiary relationship basis or no bear rational 4) LGE; giving debt owed to LGE extend- data,” supporting Moody Security v. ing facility a new million credit Credit, Inc., $60 Bus. 971 F.2d Pacific 5) Zenith; canceling approximately (3d Cir.1992). Furthermore, $175 1063 “[b]e- million additional debt owed to LGE cause the mootness determination re we exchange for million of new debt and $135 view here a discretionary involves balanc ownership of plant the Zenith television ing prudential and factors 6) Mexico; Reynosa, refinancing of debt rather than the limits of the federal court’s owed to consortium of banks led III, authority using ordinary under Article 7) Citicorp; no alteration of debt owed to principles review we review that decision 8) creditors; LGE, releasing trade and generally for abuse of discretion.” In re officers, Zenith directors and and the (3d (en potential Bondholder’s Committee from li- Cir.1996) banc); see also In re PWS ability to Zenith or certain creditors. (3d Holding, 228 F.3d 235-36 Cir. 2000). We find no such abuse of discretion Zenith submitted the to the Securi- and therefore will affirm. Exchange ties and Commission. The SEC reviewed the for twelve months and Background
I.
eventually
it
Despite
declared
effective.
claim,
Zenith has suffered critical losses over
face
reduced
value
their
past
years.
twelve
overwhelmingly
LG Electronics
bondholders
voted in favor
lenders,
invested
million in
during
plan.
Zenith
secured
information,
approved
was
Citibank,
approved
also
including
SEC,
complied
nonbankruptcy
and it
Commit-
often with
Zenith met
5)
Code;
law
provided
during this time
tee
receiving the
are
value
“shareholders
of the information
with all
Committee
plan nothing”;
interests under the
Chapter
then filed
Zenith
requested.
—
6)
tainted;
valuation was not
final
Solomon’s
sought
petition
exactly
“reorganization is
what
approval.
chapter
Code
Bankrupt-
to a
was submitted
accomplish.”
designed
of Delaware.
in the District
cy Court
conditionally
*4
Bankruptcy
The
Court
con-
Nordhoff,
minority share-
significant
plan
rejected Nordhoff and
Zenith,
firmed the
and
Equity
and the
Commit-
holder
objections on
Equity
the
No-
tee,
the interests
Committee’s
represented
which
2,
Bankruptcy
shareholders,
1999. The
Court
op-
both
vember
minority
the other
by
all claims
Ze-
release of
represented by permitted the
and were
posed
plan
the
nith,
to allow the release
Over
but refused
two-day proceedings.
at the
counsel
by
who did not vote
claims
creditors
Equity Committee’s ob-
and the
Nordhoff
plan.
the
The Court therefore
approved
favor of
Bankruptcy Court
jections, the
any
by
delete
release
required Zenith to
hearing.
request
expedited
for an
Zenith’s
affirmatively ac-
claimants who had not
of contention con-
point
primary
The
granted Ze-
cepted
plan.
the
The Court
Zenith.
competing valuations of
cerned
these modifications.
Solomon,
days
nith ten
to make
Zenith at
Co. valued
Peter J.
corrobo-
That valuation was
million.
Equity
the
Committee re-
Nordhoff and
fact that Zenith had been
by
rated
the
on
Bankruptcy
opinion
the
Court’s
ceived
the
price,
at a related
to sell
unable
immediately made the
3. Zenith
November
agreement
reduce
bondholders’
submitted the
changes
and
required
claims,
relevant valuations.
and other
on November
plan to the Court
amended
appearing on behalf
Young,
Ernst
Equity
the
Committee
4. Zenith served
Committee,
Zenith at
valued
Equity
the
4,
plan on
with the amended
billion,
on a dis-
was based
which
$1.05
an
but,
they testified was
of what
because
“same as Microsoft’s”
count rate the
did not serve
officials
“oversight,” Zenith
than
royalty rate
calculated
higher
at this
plan
amended
with the
Nordhoff
Com-
Equity
Nordhoff
Solomon.
signed the amended con-
time. The Court
to discredit Solomon
attempted
mittee
5, but
on November
did
firmation order
had a
that Solomon
evidence
presenting
None-
immediately notify
parties.
not
upon
previ-
its
interest
based
conflict
theless,
that the order had
learned
Zenith
re-
Zenith and would
ous relations
web
public
cite
signed via
Court’s
if Zenith’s
million award
ceive a $1
9, Zenith
5. On November
on November
was successful.
Nordhoff and the
a letter to
officials faxed
stating that
“un-
ultimately
Equity
ac-
Committee
Bankruptcy Court
The
the confir-
signed
Ernst and
derstand that
valuation over
cepted Solomon’s
Zenith re-
1)
5.”
mation order on November
“Zenith’s
decided that:
Young’s
copy of the confirmation
signed
ceived a
under
proposed
good faith
Plan [was]
copies
faxed
10 and
bankrupt- November
requirements
general
confirma-
3)
2)
fair;
plan and
Court’s
amended
code”;
entirely
was
cy
Equity
4)
tion order
Nordhoff
Zenith’s
appropriately;
had acted
Nordhoff and
day.
of Committee
contained a wealth
statement
same
disclosure
ap-
potential
filed notices of
LGE and Zenith’s directors from
Equity
Committee
liability. The District
peal
on Novem-
Court dismissed the
Court
appeal
equitably
moot.
point,
12. At no
did either
ber
Nordhoff or the
Committee seek to
II. Discussion
At least one
has char-
and final
called
proposed
Both the
“equitable
acterized
mootness” as a misno-
Effectiveness,” and it
for “Immediate
was
nothing equitable
mer: “There is
about
throughout
proceeding
clear
that Ze-
mootness doctrine....
implement
nith intended to
imme-
necessity,
appli-
matter is moot out of
result,
diately upon approval. As a
much
equitable principles.
very
cation of
In a
executed
Novem-
between
accurately
real sense the
is more
doctrine
confirmed,
”
ber when the Court
and No-
‘prudential
denominated as
mootness.’
Nordhoff was first offi-
vember
when
In re
Holding Corp.,
Box Brothers
cially
following
notified. The
transactions
(Bankr.D.Del.1996);
B.R.
see also
completed by
November 9:
Zenith
Holding, 228 F.3d at
(stating
PWS
235-36
replaced
debtor-in-possession
fa-
*5
credit
that “the use of the word ‘mootness’ as a
cility
facility syndi-
with a new
million
$150
shortcut for a court’s
decision
the fait
2)
by Citicorp;
cated
Zenith entered into a
accompli
plan
pre-
of a
confirmation should
LGE;
facility
new
million credit
$60
judicial
clude
proceedings
further
has led
3) Zenith canceled old stock and issued
to the unfortunate confusion between equi-
LGE;
new
and
stock
Zenith canceled table mootness and constitutional moot-
LGE,
certain debt owed
issued new ness”).
entirely
do not
agree.
We
One
LGE,
debt to
and canceled some of the
inequity,
particular,
that is often at issue
exchange
debt in
for
new
the transfer of
upon
is the effect
parties.
innocent third
Reynosa plant
at a later date. Ze-
following
When transactions
court orders
bondholders, however,
nith’s
begin
did not
unraveled,
parties
are
third
not before us
to tender their
million in old bonds
$103.5
purchased
who
securities
reliance on
publicly
million in
in-
new
traded
$50
those orders will
suffer adverse ef-
struments
until November
fects.
Nearly all of
exchanged by
the bonds were
developed
equitable
We
mootness
3, 2000,
January
have been sub-
Airlines,
doctrine
In re Continental
ject
public trading
ever
If
since.
bond-
(3d Cir.1996) (en banc).
F.3d 553
Conti-
holders did not own a sufficient amount of
complex Chap-
nental Airlines involved a
bond,
holdings
debt to receive a new
their
reorganization premised upon
ter 11
were aggregated
open
and sold on the
million investment
two outside
proceeds
market. The cash
were then al- parties.
challenged
Trustees of creditors
located to the fractional holders. Zenith
due to the decline
value of the
management
replaced by
has since been
jet
aircraft
engines securing
their in-
management,
and the Zenith execu-
challenge jeopardized
vestment. This
tives who
departed.
devised the
have
plan because the investors had conditioned
ap-
Nordhoff and the
Committee
upon
their involvement
of such
absence
Court,
pealed to the District
challenging
liability.
rejected
shares,
the valuation of their
the reliance
sought
the trustees’ claim. The trustees
valuation,
expedition
denied,
Solomon’s
stay,
appealed
proceedings,
evidentiary
Meanwhile,
the lack of
relying
District Court.
record,
confirmation,
provisions releasing
Bankruptcy Court’s
the in-
A. Substantial Consummation
capital and con-
vestors committed
Plan
then
of the
plan.
Continental
summated
appeal on
the trustees’
to dismiss
moved
in Continental
As we stated
Dis-
mootness. The
equitable
grounds
factor is the
consummation
substantial
motion and dis-
granted the
trict Court
equitable
in an
“foremost consideration”
affirmed, stating
appeal. We
missed the
analysis, especially when the
mootness
...
dis-
appeal should
be
that such “an
...
intricate transactions
or
plan “involves
when,
effec-
though
even
as moot
missed
have relied on the confir-
where investors
fashioned,
conceivably be
could
tive relief
187 Court, therefore, cor- objectiona order. The District stay a of execution tain “oversight” this (even rectly to characterized applying to the extent ble order ...), if “suspicious.” for relief Justice the Circuit render a situation to do so creates failure correctly rea- As the District Court orders reverse the inequitable to ing it soned, however, oversight did not this Truck Highway In re from.” appealed stay. a Appellants seeking from foreclose 107, 888 Helpers Local Union # Drivers & First, immediately Zenith did not although (3d Cir.1989); 293, also Con see 297 F.2d Nordhoff, provide to it did provide notice (“There at 91 F.3d 566 tinental Equity immediate to the Committee. notice possibility the [Appellants’] was a clear times, was, at all a Nordhoff member consum become moot after claims would Committee, Ap- and therefore therefore plan, and was mation of the bring a pellants opportunity had an a [Appellants] to obtain on the incumbent timely request for a before the Corp., 988 F.2d Chateaugay In re stay.”); Second, Appellants was consummated. (“[T]he appeals without party who at 326 that the was about were well aware [stay] pro of that seeking to avail himself All relevant versions of the be confirmed. risk.”); In re so at his own tection does Effectiveness,” “Immediate plan called for (5th Co., 79, 82 Cir. Crystal Oil Court conditioned because inequitable a claim (finding only minor modifica- upon confirmation a effort to obtain Appellant made no pending, Eq- tions. Confirmation was Farms, Inc., F.2d re Roberts stay); In immediately notified uity was Committee (9th Cir.1981) ap (dismissing an approved, was when the modified Appel equity because peal for lack publically posted confirmation applied lant never Court’s November 5 Co.; stay); In re Grand Union for a Appellants If intended seek web site. Saul, Saul, Ewing, Remick & Kuntz v. them circumstances afforded stay, these (D.Del.1996). did Appellants B.R. immediately upon to do so opportunity time, not, stay. As the any seek Third, and most approval determined, weighs District Court were, Appellants sets of importantly, both Appellants’ dismissing heavily in favor of accounts, 9. by November by all notified claims. complex exchanging, the most The bond Zenith argue that because Appellants plan, did element of the and irreversible provide copy revised did not Appellants begin not until and since much on November not any justification for have offered by the consummated time plan was *8 stay November 9 seeking a between 9, it was notice on November received “Therefore,” the District November 19. attempt a in them to seek an futile for concluded, “while the circumstances Court being from substantial- prevent ob- failure surrounding appellant’s reflect The record does ly consummated. this stay suggests that tain or even seek 5 that on November that Zenith learned weight less somewhat factor should receive plan had been confirmed but the revised would, weigh ordinarily it does still than it until directly relay not information did finding equitable of moot- in favor of a at time much which ness.” sure- Zenith been consummated. plan had weighed the properly shareholders, Court minority that the ly realized and therefore competing considerations nullified con- were whose shares to obtain that the failure determination sideration, the confirmation oppose would stay weighed dismissing Appel- facility in favor of vance on a million credit $150 questions they lants’ claims was within its discretion. least raised as to whether parties should viewed “third be as by C. Reliance on Confirmation Parties Second, before the court.” the District not Before the Court Court found that the interests of the bond- “perhaps strongly holders more im- In to the first two elements of addition plicated.” Although the mootness, bondholders were equitable the doctrine of we parties not true outside “in the sense that stated in Continental Airlines “[h]igh deal,” away could walk from the prudential on the list of considerations tak- publicly “bonds are traded and the bond- by account courts considering en into today may holders not be the same inves- appeal following to allow an tors as the bondholders at the time of the reorganization consummated is the reli- filing confirmation.” parties, particular ance third inves- Therefore, the tors, District Court reasoned: finality of the transaction.” 91 explained, F.3d at 562. As we further Many sales those bonds have “concept prudential of mootness from a occurred in the reliance on the credit- standpoint protects the interests of non- reorganized worthiness debtor. parties third adverse who are not before Whether these reliance interests will be reviewing who but have acted impaired depends impact upon the Id. implemented.” reliance on the appellate on that review creditworthi- Manges v. Seattle-First Nat’l (citing ness. It would seem that the bondhold- Bank, (5th Cir.1994)). likely only ers would be harmed if rever- sal the confirmation order leads to the The District Court considered the status ... support withdrawal LGE’s parties alleged of six who Zenith have their interests undermined rever- agree that the bondholders maintain a 1) sal of the confirmation order: the con- Third, party third interest. the District 2) by Citicorp; sortium of lenders headed regarding Court found Zenith’s claims 3) bondholders; Zenith’s Zenith’s retailers retailers, distributors, suppliers 4) distributors; vendors, sup- Zenith’s par- “somewhat thin.” Apparently, these 5) LGE; pliers, providers; and service ties entered into commitments with Zenith minority Zenith’s former shareholders. finality reliance on the reorgani- The District Court found that “none [of space, production zation and allocated shelf parties] appear these to merit the same capacity, according and credit to the con- ‘outside investor’ status as the investors firmation, and the District Court found Continental,” who committed million. least “[a]t some these unnamed varying degrees, To the District parties’ entities are ‘third be enti- parties found that some of these tled to under consideration protection. merit analysis.” The Court found the First, however,” Citicorp “potential because was a parties, secured harm to these before, Fourth, during, speculative.” lender and after the confir- to be “somewhat *9 mation, it would attempt not suffer an adverse District found Zenith’s Court impact appellate as a result of party review. characterize LGE as an outside “un- Also, plan persuasive” the lenders voted in favor of the majority since it was the represented by prior counsel at the shareholder and is Thus, proceedings below. the District now the sole shareholder. out- Unlike the Airlines, Citicorp’s Court found that million side ad- investors its determination that “non-adverse third massive losses have incurred LGE would Fifth, parties reviewing who are not before the away from the deal. it walked had claims that the on the confirmation and Zenith’s court” relied the Court found tax may protection. have taken merit some minority shareholders therefore on their losses based deductions Requested D. the Relief Whether Would any produce did not merit since Zenith Plan Affect the Success shareholders these former evidence tax deduction prefer to take the Appellants’ We also consider whether previous stock recovering instead concerns could be remedied without unrav holding. eling entirety of the they props seek to “knock the out from that there
The District Court concluded every under the authorization for transac likely parties who have relied “are third place tion that has taken and create an of the and who could be confirmation unmanageable, uncontrollable situation for by reversal of the confirmation harmed Bankruptcy Chateaugay In re may not Court.” “Although parties these order.” ; Corp., 10 F.3d at see also In re in- characterized as ‘outside properly be 952 ” (9th Farms, stated, vestors,’ Roberts “such inves- the Court Cir.1981). only types parties of third tors are not the in an moot- given considerations the valuation of Ze- Appellants challenge “Therefore,” the analysis.” Court
ness
nith,
price
very centerpiece
is the
and this
concluded,
may
factor
not war-
“while this
noted,
plan.
of the
As the District Court
it did in
quite
weight
rant
as much
permitted:
agreed-upon
valuation
Continental,
weigh in favor of
it does still
emergence as the sole shareholder
LGE’s
equitable mootness.”
finding
minority
paid
with no consideration
and, 2)
shareholders,
the bondholders’ ac-
challenges
also
Nordhoff
ceptance
roughly
of new
worth
one
that all of
bonds
by claiming
this issue
Court on
of the old bonds. The
exception
half the value
third
with the
of the
parties,
longer be viable without these
would no
suppliers,
were before the
retailers
relationship
not,
and the future
agreements,
and therefore are
cast in
and Zenith would be
between LGE
required,
Airlines
“non-ad-
as Continental
LGE,
Zenith would
doubt.
parties who are not before the
Without
verse third
out,
Chapter
under
liquidate
be forced to
points
reviewing court.” As Zenith
contingent
recovery
recent
is
parties
since their
requirement calls for
Thus,
do not
court,
Appellants
upon the
reviewing
and while
to be before
of the
challenge an “intermediate” element
parties
these
have been
some of
while maintain-
Court,
plan that could be altered
they
not before
are
as in
Brothers,
integrity
plan,
ing
B.R.
the overall
In re Box
us now. See
Holding Corp., 228 F.3d
PWS
parties
these
are
current-
42. Since
confir-
ly before us and relied
during
explicitly indicated
Appellants
mation,
under the
protection
merit
that it was their intention
argument
oral
equitable mootness doctrine.
is one of
plan:
[those
“This
dissolve
be
plan can and should
present
plans]
where the
Although these facts do not
Okay? I do want to make
unravel’ed.
reliance as found Conti-
same extent of
my
vague
if it
from
Again,
clear.
weighs
concern still
nental
absolutely
clear.”
papers, let me make
challenges. The Dis-
against Appellants’
than a
“nothing less
Appellants
seek
did not abuse its discretion
trict Court
*10
Plan,”
of
completion
wholesale annihilation
In re
and make successful
large
of
Manges,
pro-
29 F.3d at
and “this
reorganization like this more difficult.
posed
re-emergence
relief would affect the
(citations omitted).
bankruptcy judgment in this case. How- E. Policy Affording General Public ever, this did enable negoti- Zenith to
Finality to parties ate with several and recover from
Judgments Likewise, parties its decline. a number of and, relied on the confirmation of plan, stated, As public the District Court “the stated, as the District Court reversal policy affording finality bankruptcy contrary public policy would be judgments is better described as the lens actions, encouraging through which the other outsiders and in- equitable moot- alike, ness factors vestors should be viewed.” We de- facilitates successful re- scribed organizations. this rationale Continental Air- lines: Court, therefore, The District did not inquiry Our should not be about the abuse its discretion determining that “reasonableness” the Investors’ reli- public policy of promoting finality ance or probability party of either bankruptcy judgements weighed also succeeding Rather, appeal. we dismissing Appellants’ favor of appeals. should ask whether we want to encour- age discourage reliance of investors F. Other Considerations finality bankruptcy
and others on the confirmation orders. strong public Expedition of the Confirmation policy in maximizing favor of debtor’s Appellants argue further that expedit- facilitating estates and successful reor- ing plan’s confirmation was unfair ganization, itself, reflected in the code Appellants since the only had one month clearly weighs in encouraging favor of objections, prepare and this was an in- Indeed, such reliance. importance addition, sufficient amount of time. In allowing approved reorganizations to Appellants complain that go forward in bankruptcy reliance on consummated between court confirmation orders be the November which was before Nordhoff animating central equi- force behind the knew of the Despite confirmation. Where, table mootness doctrine. as here, push consummation, however, final toward investors parties and other third parties all plan during were aware of the reorganization consummate a massive eighteen-month unstayed reliance on an creation and were al- confirmation or- that, explicitly der lowed to review relevant and as a condition of documents and feasibility, plan operatives. “Thus,” meet with denied the claim for which stated, appellate review is the District sought, “despite expe- the allowance appellate of such proceedings review would dited Court, public Appellants undermine confidence in the final- cannot claim to have ity confirmation orders meaningful opportunity denied a
191 Appellants’ particular, In appropriate. op- or experts otherwise their own engage the was a to even seek failure agree. plan.” the pose entirely substantially not being —con- —if concerns outweighs the courts summated Valuation 2. Solomon’s identified above.” the complain that Appellants also analyzed accurately Court The District valu Solomon’s adopted Bankruptcy Court moot- equitable of the of the factors First, each of interest. despite conflicts ation these ele- test, balanced appropriately ness only to not discretion have broad courts the doctrine ments, and concluded witnesses, weigh to also but expert admit The claims. apply Appellants’ should to Co., Ltd. v. Tire testimony. Kumho their its did not abuse therefore District Court 137, 153, Carmichael, 119 S.Ct. U.S. 526 will affirm. (1999). Second, discretion we 238 143 L.Ed.2d corroborated was valuation Solomon’s ALITO, concurring the Judge, Circuit accepted had investors fact no judgment: price, the a to sell at related offer Zenith’s judgment in the reluctantly the val concur I reduce agreement bondholders’ Air In re Continental valu claims, the court. Under and other relevant ue Cir.1996) (en banc), (3d lines, be F.3d 553 Third, margin of error 91 ations. N.Y. v. nom. Bank Zenith’s denied sub cert. valuation Solomon’s tween Airlines, Fourth, 519 U.S. million. Continental solvency was $400 (1997), I am L.Ed.2d that Solo determined S.Ct. Bankruptcy Court decision must affirm the mere “suc afraid that we was not a compensation mon’s appeal that the holding for a “substantial fee,” was Court but rather cess ap The District banking equitably ad is investment moot. services: array of adopted plied restruc the standard vice, analysis, operational financial Court’s although the District valuation marketing, as well as turing, an debatable, commit it did not not offered decision is fee’ was The analysis. ‘success hear of discretion. the confirmation abuse testimony for findings. disturb these will not ing.” We conclusion, pri- I am reaching this In failure appellants’ by the marily influenced Conclusion III. disturbing that Ze- It stay. is to seek any attempt to moot nith, seeming in a consid- gave serious District Court imple- fifing, succeeded prior appeal fair- of fundamental eration issues appel- before menting most “Be- may have abused. that Zenith ness notice that lants even received fair ness implicate the cause the issues However, confirmed. pro- had been plan was process which when entirely consummated confirmed,” the District Court posed and bankrupt- finally learned appellants stated, reluctant is somewhat “the court notably, the ex- Most cy court’s order. of those issues.” appellate review preclude had bonds old for new change of the ap- dismiss the court will “Although appel- If the out. carried not been with- still decided, do so “it does not peals,” stay, applied promptly lants had The District Court some hesitation.” out bond, they final- when posting “Having considered concluded: bankruptcy court what above, ly got word of discussed weighed the factors differ- done, appeal I view had these that dismissal is convinced applied appellants never ently. But the is grounds appeals *12 provided for a and have not an ade-
quate explanation for their failure to do so. circumstances, I say
Under these cannot the decision of district court was
an abuse of discretion. explained my
For the reasons dissent see 91 F.3d at
567-73, however, I continue disagree expansive equitable
with the version that our adopted
mootness doctrine court case,
in that as well as with the abuse-of-
discretion standard review. See id. at (Alito, J., dissenting).
568 n. 4 As this shows,
case our court’s easily weapon
doctrine can be used as a
prevent any appellate bankrupt- review of
cy confirming reorganization orders
plans. places It power thus far too much of bankruptcy judges. the hands EINHORN,
William J. Administrator of
the Teamsters Pension Trust Fund of
Philadelphia Vicinity &
Teamsters Health and Welfare Fund Philadelphia Vicinity, Appellant, &
v.
FLEMING FOODS OF
PENNSYLVANIA,
INC.
No. 00-2549. Appeals,
United States Court of
Third Circuit.
Argued March 2001. July
Filed