Case Information
*1 Before BLACK and MARCUS, Circuit Judges, and HANCOCK [*] , District Judge.
MARCUS, Circuit Judge:
This is аn appeal from final summary judgment entered by the bankruptcy court against Recomm Enterprises, Inc. and Recomm Operations, Inc. ("thе Debtors") in an adversary proceeding in which the Debtors sought to recover allegedly fraudulent transfers, preference payments and damages for breaches of fiduciary duty. The district court affirmed the bankruptcy court's order, after which the Debtors appealed to this court. We agree with the analysis and well-reasoned opinion of the district court and affirm, but take this opportunity to reiterate the standard of review governing both this appeal and the appeal to the district court from the bankruptcy court's entry of summаry judgment.
I.
The relevant facts are straightforward. Prior to 1994, Raymond Manklow ("Manklow") and Jean- Francois Vincens ("Vincens") were the sole shareholders of the Debtors. In addition, they owned several other entities, known collectively as "the Recomm Companies." Although there was a plan for a merger between the Debtors and the Recomm Companies, no statutory merger was ever completed. Manklow and Vincens sold their interests in the Recomm Companies to three Recomm employees in 1994, and in 1996 the Recomm Companies and thе Debtors filed for bankruptcy.
In this adversary action, the Debtors seek to avoid allegedly fraudulent transfers made by the Debtors to Manklow аnd Vincens between 1992 and 1995, pursuant to 11 U.S.C. §§ 547 and 548, and Fla. Stat. § * Honorable James H. Hancock, U.S. District Judge for the Northern District of Alabama, sitting by designation.
726.105(1)(a)-(b). The Debtors also allege that Vincens and Manklow breached a fiduciary duty owed to Recomm Operations and its creditors.
Fоllowing discovery, Vincens and Manklow moved for summary judgment, arguing, inter alia, that (1) the Debtors could not avoid the allegedly fraudulent or preferential transfers because the transfers had actually been made by the Recomm Companies, not by either of the Debtors, and the claims were therefore not the property of either of the Debtors' bankruptcy estates; and (2) as to the breach of fiduciary duty claim, therе was insufficient evidence that Vincens and Manklow qualified as "insiders" of Recomm Operations, a necessary element of the clаim. See 11 U.S.C. § 547(b)(4)(B). The bankruptcy court agreed with Vincens and Manklow on both issues and entered summary judgment against the Debtors.
On appeal to the district court, as well as to this Court, the crux of the Debtors' argument is that summary judgment was improvidently granted because there were genuine issues of matеrial fact as to whether the Debtors owned the claims to payments made by the Recomm Companies, and whether Vincens and Manklow qualified as insiders.
II.
Under Fed.R.Civ.P. 56(c), made applicable to adversary proceedings and contested matters in
bankruptcy casеs by Bank. R. 7056 and 9014, summary judgment is proper "if the pleadings, depositions,
answers to interrogatories, and admissions on file, together with the affidavits, if any, shоw that there is no
genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law."
Fed. R. Civ. P 56(c);
Celotex Corp. v. Catrett,
It is axiomatic that a bankruptcy court deciding a summary judgment motion, just like a district court,
must determine whether there are any genuine issues of material fact.
See Carey Lumber Co. v. Bell,
615 F.2d
370, 378 (11th Cir.1980) (per curiam) (holding that a bankruptcy court that (1) determined that there were
no issuеs of material fact, (2) accepted all undisputed factual allegations as true, and (3) found that summary
judgment was warranted as a matter of law, "followed the correct legal standard."). Like a district court, a
*3
bankruptcy court may only grant summary judgment where there is no genuine issue of material fact.
See
Fed.R.Civ.P. 56(c). Our law is also clear that an appellate court reviews a bankruptcy court's grant of
summary judgmеnt
de novo. See In re Walker,
48 F.3d 1161, 1163 (11th Cir.1995) ("We review the
bankruptcy court's grant of summary judgment
de novo,
applying the same legal standards used by the trial
court.");
In re Club Assocs.,
To the extent, however, that the district court's opinion may be read to suggest that appellate review
of a bankruptcy court's entry of summary judgment may be governed by a clearly erroneous standard,
[1]
we
take this opportunity to make clear that both the district court and this Court review a bankruptcy court's entry
of summary judgment
de novo.
The district court relied on
In re Club Assocs.,
which explained that "factual
findings by the bankruptcy court are reviewed under the limited and deferential clearly erroneous standard."
Our sister Circuits likewise have unanimously articulated the principle that both the district court and
the courts of aрpeal review a bankruptcy court's entry of summary judgment
de novo. See In re Blackwood
Assocs., L.P.,
In re Varrasso,
In the instant case, the bankruptcy court properly concluded that there were no genuine issues of material fact and that summary judgment was appropriate as а matter of law. The bankruptcy court made no findings of fact, nor could it, on summary judgment, and accordingly, our review is
Having conducted a rеview of the bankruptcy court's order, we agree with the district court that summary judgment was properly granted as to all claims in this case. As thе bankruptcy court noted, the facts of this case were essentially undisputed, and, even when viewed in the light most favorable to the Debtors, are insufficient as a matter of law to establish that the Debtors owned the claims arising from transfers made by the other Recomm Companies, or that Vincens and Manklow were insiders of either of Recomm Operations.
Accordingly we affirm.
AFFIRMED.