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In re Cabrini Medical Center


December 20, 2012


The opinion of the court was delivered by: Shira A. Scheindlin, U.S.D.J.



Three doctors - Mannuccio Mannucci, Angelo Taranta, and Guido Padula - as well as Dilva Salvioni, the widow of a fourth doctor, Daniele Salvioni ("Appellants") appeal a Bankruptcy Court decisioin refusing to lift the automatic stay instituted by the bankruptcy proceedings of Cabrini Medical Center ("Cabrini"). Appellants allege that Cabrini is an alter-ego of the Missionary Sisters of the Sacred Heart of Jesus ("Missionary Sisters"), and seek to lift the stay so that they may add Cabrini as a nominal defendant in a state court action against Missionary Sisters.*fn1


A. The State Court Complaints

Cabrini is a domestic not-for-profit corporation organized under the laws of New York that operated a hospital in New York but in March 2008 ceased

hospital operations.*fn3 Mannucci, Padula, Salvioni and Taranta worked for Cabrini until retiring in 2000, 1980, 1980, and 1995 respectively.*fn4 Between 1967 and 1978, Cabrini set up Deferred Compensation Plans (the "Plans") for each of the Doctors.*fn5 None of the Plans had trustees.*fn6 Cabrini deposited the monies subject to the Plans into a variety of brokerage accounts.*fn7 In 1997, citing a tax problem, Cabrini transferred the funds from these accounts into four accounts with Merrill Lynch, Pierce, Fenner & Smith, Inc. ("Merrill Lynch").*fn8 On November 16, 2006, Cabrini's then-president and CEO Robert Chaloner sent a letter to the doctors informing them that, as part of a "major restructuring project[,]" their money would be "temporarily" moved.*fn9

Between 2006 and 2007, Cabrini transferred the funds from the Merrill Lunch accounts (totaling roughly $2.9 million dollars) into its general operating account.*fn10 Not surprisingly, Cabrini did not have the doctors' authorization to make these transfers.*fn11

On August 6, 2008, the Appellants commenced an action in the Supreme Court of the State of New York, New York County, against Cabrini, Missionary Sisters, and Merrill Lynch, seeking to recover the funds allegedly looted from the Plans.*fn12 The complaint alleged that the Plans were qualified ERISA plans, and that the defendants were liable under ERISA and a variety of New York common law theories.*fn13 The complaint further alleged that Cabrini was dominated, controlled, and ultimately looted by Missionary Sisters.*fn14

After the Chapter 11 proceedings and the automatic stay (discussed below) were instituted, the state court action was dismissed with leave to re-plead and, on March 1, 2010, the Appellants filed an amended complaint, which was substantially identical to the earlier complaint but dropped Cabrini as a defendant.*fn15

Missionary Sisters moved to dismiss on the basis that Cabrini was a necessary party not named in the complaint, and their motion was granted on January 5, 2011, and affirmed on appeal on April 5, 2012.*fn16

B. The Bankruptcy Proceedings

On July 9, 2009, Cabrini filed for bankruptcy under Chapter 11.*fn17 At the petition date, Cabrini had only two hundred thousand dollars cash on hand. The Bankruptcy Court therefore approved debtor-in-possession ("DIP") financing in an Interim Order dated July 30, 2009.*fn18 Under this Order, the Illinois Missionary Sisters, the largest secured creditor of Cabrini and an Illinois arm of the Missionary Sisters, provided DIP financing in return for Cabrini's agreement not to challenge the liens of the Missionary Sisters or otherwise assert any claims against them.*fn19 However, the Creditors' Committee and other parties in interest were given standing and authority for ninety days to challenge the liens or otherwise bring claims against the Missionary Sisters.*fn20

Appellants did not file a complaint during this ninety day window. The Creditors' Committee, though, filed a complaint against Missionary Sisters in the Bankruptcy Court on October 28, 2009, seeking to set aside and/or subordinate various claims of the Missionary Sisters.*fn21 Like the amended state court complaint that would be filed later, the Committee's complaint alleged that the Missionary Sisters had dominated, controlled, and extracted resources from Cabrini.*fn22

On November 19, 2009, the doctors each filed proof of claims in the bankruptcy case reflecting the monies they asserted they were owed under the Plans.*fn23 The doctors did not check any of the boxes that would have indicated that their claims were secured or otherwise entitled to priority over general unsecured claims.*fn24 After an auction process, on February 11, 2010, the Bankruptcy Court approved the sale of Cabrini's assets -- mostly real-estate -- for $83.1 million dollars.*fn25 Subsequently, the Creditors' Committee's adversary proceeding settled, and, after the relevant parties were noticed, the settlement (the "Settlement") was approved -- without any objection by Appellants -- on November 19, 2010.*fn26

Through the Settlement Agreement, the Missionary Sisters renounced a portion of their secured claims for the benefit of the unsecured creditor class, and in exchange received a release from all claims against it by Cabrini, its estate, or the Creditors' Committee.*fn27 The Settlement also included an injunction (the "Plan Injunction") that would prevent any creditor who received a distribution under a plan of reorganization "from pursuing claims against [the Missionary Sisters] that arise out of the creditors' dealings with the debtor."*fn28

With all loose ends seemingly tied up, Cabrini and the Creditors' Committee filed a joint plan of reorganization, incorporating the Settlement, and sought approval of a disclosure statement on December 22, 2010.*fn29 On January 19, 2011, the Appellants timely objected to the disclosure statement, seeking full disclosure of their claims and alleging that: (1) the funds taken from the Plans should be excluded from the estate, under either an ERISA or trust theory; and (2) the Bankruptcy Court was not justified in issuing the Plan Injunction against them.*fn30 Cabrini then modified the plan and the disclosure statement to fully disclose the Appellants' reservations, and on January 26, 2011, the Bankruptcy Court entered an Order approving the First Amended Disclosure Statement.*fn31

That same day -- twenty-one days after their state court action had been dismissed -- the Appellants moved the Bankruptcy Court to lift the automatic stay to allow them to add Cabrini as a defendant in the state court action.*fn32

However, on February 4, 2011, Cabrini filed a motion in the Bankruptcy Court to fix the amounts of the Appellants claims and classify them as general unsecured claims, and in a hearing on March 23, 2011 the Bankruptcy Court decided to hold Appellants' motion to lift the stay in abeyance pending resolution of Cabrini's motion.*fn33

On March 30, 2011, the plan confirmation hearing went forward, opposed only by Appellants.*fn34 After negotiations between the parties over the scope of the Plan Injunction, the Court entered a Confirmation Order on April 13, 2011.*fn35 This Order enjoined those who held claims against Cabrini from "commencing or continuing in any manner any action or other proceeding with respect to a claim against the debtor or based upon a theory which arises out of such holder's Claim against the Debtor."*fn36 The Order further states that "the injunction precludes only those causes of action that were either (a) created by virtue of the filing of the bankruptcy or (b) that are otherwise property of the Estate, including derivative actions."*fn37

C. The Bankruptcy Court Decisions

Thereafter, the parties initiated respective adversary proceedings over control of the funds, which were subsequently procedurally consolidated, and each side moved for summary judgment.*fn38 In its opinion (the "Summary Judgment Opinion"), the Bankruptcy Court held that, because the funds from the Plans had been commingled with general funds and could not be traced, the Appellants' claims would be allowed as general unsecured claims, not excluded from the estate.*fn39

An appeal of the Summary Judgment Opinion was taken and heard by the Honorable Lewis A. Kaplan.*fn40 One of the issues designated for appeal was whether the Bankruptcy Court erred by not deciding who owned the funds.*fn41 On October 9, 2012, Judge Kaplan heard oral arguments and issued a bench ruling affirming the Summary Judgment Opinion.*fn42 In his bench ruling, Judge Kaplan found that the Appellants never had a proprietary interest in the brokerage accounts maintained by Cabrini in connection with the Plans. Instead, Cabrini had a contractual obligation under the Plans to pay Appellants, upon their respective retirement dates, a sum of money equal to the amount of money in the brokerage accounts.*fn43 Judge Kaplan further found that it would be legally impermissible to impose a constructive trust on Cabrini for these monies because, inter alia, the funds Appellants were contractually entitled to did not form an identifiable res, had been commingled with the general funds of Cabrini and then dissipated, and could not be traced.*fn44 That same day, the Clerk of Court entered an order stating that the District Court had affirmed the Bankruptcy Court "substantially for the reasons [set forth] in the Bankruptcy Court's opinion, as well as those given by this Court today."*fn45 Judge Kaplan's order is currently on appeal to the Second Circuit.*fn46

On March 14, 2012, after the Appellate Division affirmed the dismissal of their state court complaint, the Appellants renewed their motion to lift the stay.*fn47 In connection with this motion, Appellants alleged that they sought to add Cabrini to the state court complaint merely to comply with New York's pleading rules, and that they would not seek a monetary judgment against Cabrini.*fn48 Cabrini responded that it would not oppose the motion to lift the stay, if the lift-stay order: (1) prohibited Appellants from seeking any judgment in state court that changed or modified the Summary Judgment Opinion; (2) prohibited Appellants from seeking a monetary judgment against Cabrini; and (3) limited Appellants to naming Cabrini as a nominal party.*fn49

The New York arm of the Missionary Sisters opposed the motion, arguing that: (1) any action against them or Cabrini would violate the Plan Injunction and/or the Settlement; (2) lifting the stay could lead to a ruling inconsistent with the pending appellate review of the Summary Judgment Opinion if the question of the ownership of the funds were raised in state court; and (3) the Missionary Sisters would be prejudiced by the state court action, because Cabrini would have to be found primarily liable to find the Missionary Sisters liable as an alter-ego, but Cabrini did not have any incentive to defend the action.*fn50

In his opinion, Bankruptcy Judge Allan Gropper held that: (1) the Appellants' claims against the Missionary Sisters were generalized, not specific to the Appellants, and as such belonged to the estate; (2) these generalized claims had not been abandoned to the Appellants, but rather settled and released; and (3) in any event, the Bankruptcy Court was without jurisdiction to lift the stay, because the issue of the ownership of the funds was a subject of the Summary Judgment appeal and might be implicated by the state court action.*fn51 An Order effectuating Judge Gropper's opinion was then entered,*fn52 and this timely appeal followed.*fn53

D. The Bases for This Appeal

Appellants designate two issues for this appeal: (1) "[whether] the Bankruptcy Court err[ed] when it refused to lift the stay despite Cabrini's consent to lifting the stay and despite Appellants' representation that they were not seeking damages from the bankrupt entity"; and (2) "[whether] the Bankruptcy Court err[ed] when it held that Appellants . . . suffered no direct particularized harm by virtue of [the Missionary Sisters'] domination and control of Cabrini . . . ."*fn54


A district court functions as an appellate court in reviewing judgments rendered by bankruptcy courts.*fn55 Findings of fact are reviewed for clear error.*fn56 A finding of fact is clearly erroneous if the court is "'left with the definite and firm conviction that a mistake has been committed.'"*fn57 A bankruptcy court's conclusions of law, by contrast, are reviewed de novo.*fn58

"The decision to lift an automatic stay is left to the discretion of the bankruptcy court . . . ."*fn59 As such, "[t]he bankruptcy court's decision on a motion to lift the automatic stay is reviewable only for an abuse of discretion."*fn60 A refusal to lift a plan injunction is also reviewed for abuse of discretion.*fn61


A. The Automatic Stay

Pursuant to 11 U.S.C. § 362(a)(1), the filing of a bankruptcy petition stays the commencement or continuation of judicial proceedings against the debtor. However, "Section 362 lists several circumstances in which the court 'shall grant relief from the stay . . . such as by terminating, annulling, modifying, or conditioning such stay.'"*fn62 Section 362 states that "[o]n request of a party in interest and after notice and a hearing, the [bankruptcy] court shall grant relief from the stay . . . for cause."*fn63 The Code does not define what constitutes "cause" to lift the stay. However, the Second Circuit has identified the following factors that weigh on whether the stay should be lifted:

(1) whether relief would result in a partial or complete resolution of the issues; (2) lack of any connection with or interference with the bankruptcy case; (3) whether the other proceeding involves the debtor as a fiduciary; (4) whether a specialized tribunal with the necessary expertise has been established to hear the cause of action; (5) whether the debtor's insurer has assumed full responsibility for defending it; (6) whether the action primarily involves third parties; (7) whether litigation in another forum would prejudice the interests of other creditors; (8) whether the judgment claim arising from the other action is subject to equitable subordination; (9) whether movant's success in the other proceeding would result in a judicial lien avoidable by the debtor; (10) the interests of judicial economy and the expeditious and economical resolution of litigation; (11) whether the parties are ready for trial in the other proceeding; and (12) impact of the stay on the parties and the balance of harms.*fn64

B. Veil-Piercing Claims in Bankruptcy

The filing of a bankruptcy petition creates a bankruptcy estate, encompassing "all legal or equitable interests of the debtor in property as of the commencement of the case,"*fn65 and including causes of action possessed by the debtor at the time of filing.*fn66 "Under the Bankruptcy Code the trustee stands in the shoes of the bankrupt corporation and has standing to bring any suit that the bankrupt corporation could have instituted had it not petitioned for bankruptcy."*fn67

Property interests in bankruptcy are created and defined by state law, unless federal law requires a different result.*fn68 In light of these principles, the question of whether a veil-piercing claim is property of the estate -- and therefore properly asserted by the trustee -- is a matter determined by the source of law giving rise to the veil piercing claim.*fn69

"Piercing the corporate veil is a narrow exception to the doctrine of limited liability for corporate entities, and . . . courts should permit veil-piercing only under 'extraordinary circumstances."*fn70 Under New York law, "piercing the corporate veil does not constitute an independent cause of action . . . . Instead, the alter ego doctrine is a theory of liability generally invoked to disregard the corporate entity to find the owners liable for the debts of the corporation."*fn71 "A court may pierce the corporate veil and find an individual liable for the debts of the corporation 'where (1) the owner exercised complete domination over the corporation with respect to the transaction at issue, and (2) such domination was used to commit a fraud or wrong that injured the party seeking to pierce the veil.'"*fn72 "[U]nder New York law 'a [bankruptcy] trustee can bring an action piercing the corporate veil . . ..'"*fn73

There is some authority that federal common law determines whether the corporate veil may be pierced in connection with an ERISA claim.*fn74 "Piercing the corporate veil is not itself an independent ERISA cause of action[,] but rather a means of imposing liability on an underlying action."*fn75 Courts weigh the following factors in deciding whether to pierce the corporate veil in the context of an ERISA action: "'(1) the absence of the formalities which are part and parcel of normal corporate existence, i.e., the issuance of stock, the election of directors, the keeping of corporate records, etc., (2) inadequate capitalization, (3) personal use of corporate funds, and (4) the perpetration of fraud by means of the corporate vehicle.'"*fn76 The bankruptcy trustee may assert an ERISA claim seeking to pierce the corporate veil when the conditions described in the paragraph below are met.*fn77

A creditor has standing to bring an alter-ego claim when the harm alleged in support of the claim is personal to them; a creditor lacks standing to bring such a claim when the harm alleged is general.*fn78 A claim is general "if [there is] . . . no particularized injury arising from it, and [it] could be brought by any creditor of the debtor . . . ."*fn79 A claim is personal to the creditor "[w]hen a third party has injured not the bankrupt corporation itself but a creditor of that corporation . . . ."*fn80


A. The Bankruptcy Court Had Jurisdiction to Lift the Stay

I must first address the Bankruptcy Court's determination that it lacked jurisdiction to lift the stay because the subsequent state court action might lead to a ruling inconsistentwith that of the District Court considering the Summary Judgment appeal.*fn81 I review this determination of law de novo. If this jurisdictional determination is correct, then the remainder of the Opinion would be merely dicta.*fn82

A federal court may exercise jurisdiction only if so authorized by the Constitution and by statute.*fn83 The Constitution extends the federal judicial power to, inter alia, all cases arising under the Constitution, laws, and treaties of the United States.*fn84 Pursuant to 28 U.S.C. § 1334, district courts "have original and exclusive jurisdiction of all cases under title 11,"*fn85 "exclusive jurisdiction . . . of property of the estate[],"*fn86 and "original but not exclusive jurisdiction of all civil proceedings arising under title 11, or arising in or related to cases under title 11."*fn87

Under the authority granted by 28 U.S.C. § 157(a), the District Court for the Southern District of New York has referred all title 11 cases to the Bankruptcy Court for the Southern District of New York.*fn88

Bankruptcy judges lack the guaranteed salary and life-tenure of Article III judges,*fn89 and bankruptcy courts are Article I courts, not Article III courts.*fn90 Pursuant to 28 U.S.C. § 157(b)(1), a bankruptcy judge to whom a case has been referred may enter a final order on "all cases under title 11 and all core proceedings arising under title 11, or arising in a case under title 11." However, as legislative courts, bankruptcy courts lack constitutional authority to enter final judgments on common law claims that are independent of the federal bankruptcy laws, even if such claims constitute "core proceedings" under Section 157.*fn91 A notice of appeal deprives the bankruptcy court of jurisdiction to alter any portion of the order that formed the basis for the appeal, although it does not deprive the bankruptcy court of the authority to enforce that order.*fn92

State courts have concurrent jurisdiction with federal courts over matters of federal law unless federal or state law divests them of such jurisdiction.*fn93 And it should be uncontroversial that state courts have jurisdiction over matters of state law, while federal district courts only have such jurisdiction if authorized by the Constitution and by statute. The Supreme Court of the United States is the only federal court with appellate jurisdiction over the final judgment of a state court.*fn94 As a consequence of this scheme, parallel state and federal court proceedings are not uncommon. If the state court action is reduced to judgment first, its judgment is accorded full faith and credit in federal courts.*fn95 Neither the Full Faith and Credit Clause of the Constitution nor the Full Faith and Credit statute govern the res judicata effects of a federal court judgment in state court. However, the Supreme Court has held that a federal judgment in a federal question case is to be given the same claim preclusive effect that it would have under federal law, and that a federal judgment in a diversity case is to be given the same claim preclusive effect that it would have under the law of the state in which the federal diversity court sits.*fn96 In short, the prospect of parallel state and federal proceedings does not raise jurisdictional issues, although such proceedings implicate certain prudential doctrines.*fn97

Outside of bankruptcy, a federal court may enter an injunction to stay proceedings in a state court only when an exception to the Anti-Injunction Act is met,*fn98 and should abstain from entering an injunction that affects ongoing or pending state court proceedings if they relate to important state judicial issues.*fn99

Within bankruptcy, the automatic stay -- an express exception to the Anti-Injunction Act -- operates as a permanent injunction staying state court proceedings within its scope.*fn100 Section 1334 coordinates the efforts of state and federal courts by: (1) permitting district courts to abstain from hearing "particular proceeding[s] arising under title 11 or arising in or related to a case under title 11[]" in the interests of comity with state courts;*fn101 and (2) providing for the mandatory abstention of district courts, upon a timely motion, when a state court action related to but not arising under Title 11 "is commenced, and can be timely adjudicated, in a State forum of appropriate jurisdiction."*fn102 However, these abstention provisions do not "limit the applicability of the [automatic] stay[,]" because the stay "applies to an action affecting the property of the estate in bankruptcy[,]" over which district courts have exclusive jurisdiction.*fn103

The specific question here is whether the notice of appeal from the Summary Judgment order divested the Bankruptcy Court of jurisdiction to lift the stay, given that a state court might render a judgment on the issue of the ownership of the funds. From the foregoing discussion, it is apparent that the Bankruptcy Court had jurisdiction to lift the stay. Concurrent state and federal jurisdiction is the norm, and specifically contemplated in the context of bankruptcy by Section 1334(c). The notice of appeal stripped the bankruptcy court of jurisdiction to amend the Summary Judgment order, including the holding that a decision on the ownership of the funds was not necessary to fix and classify Appellants' claims. It did not strip the bankruptcy court of jurisdiction to permit a state court to potentially rule on the issue of ownership of the funds.

This is perhaps easiest to see by imagining that the Summary Judgment order had been entered and appealed during the pendency of the state court action. In this posture, the order would be granted preclusive effect in New York courts.*fn104 However, the notice of appeal would not divest the state court of jurisdiction to hear the case.

In this case, the state court proceedings were enjoined by the stay. The notice of appeal deprived the bankruptcy court of jurisdiction to amend the order on appeal -- the Summary Judgment order --, but that order related to issues collateral to the stay.*fn105 If the bankruptcy court had lifted the stay, and the state court action proceeded and was resolved favorably to Appellants, it would have rendered their appeal of the Summary Judgment order moot. But that is just a consequence of concurrent state and federal jurisdiction. In sum, the bankruptcy court had jurisdiction to lift the stay. I therefore must review the substantive grounds for the Bankruptcy Court's decision.

B. The Bankruptcy Court Correctly Held That Appellants' Claims Are Property of the Estate

The central issue on appeal is whether the Bankruptcy Court erred in determining that the alter-ego claims were property of the estate. The Appellants make three of arguments that the Bankruptcy Court so erred. First, they argue that the Bankruptcy Court made an error of fact, because the State Court complaint did not allege general harm to the creditors, but rather direct harm to creditors.*fn106

Second, they argue that the Bankruptcy Court made a legal error when it read the allegations in the State Court complaint relating to the Missionary Sisters' domination and control of Cabrini as evidencing general harm, despite the fact that such allegations are necessary to plead an alter ego claim.*fn107 Third, the Appellants argue that the Bankruptcy Court erred in refusing to lift the stay because (1) any recovery on their claims would have benefitted the estate by setting off their recovery under the plan of reorganization, and not harmed the estate because they were not seeking damages from Cabrini; and (2) the general creditor class benefitted from the Missionary Sisters' domination and control of Cabrini, because Cabrini spent some of the money from their funds to pay pre-petition debt.*fn108

The Appellants' first two arguments demonstrate that they misapprehend the basis for the Bankruptcy Court's holding, which rests on the following grounds: (1) as of the petition date, the Appellants' bankruptcy claims were classified as general unsecured claims;*fn109 and (2) the facts alleged in the State Court complaint show that the Missionary Sisters dominated and controlled Cabrini to the detriment of all general unsecured creditors.*fn110 The Bankruptcy Court's legal determination that allegations of general harm give rise to a claim that is property of the estate is correct. Furthermore, its factual finding that the State Court complaint alleged only general harm to all unsecured creditors, as opposed to harm particular to the Appellants, is not clearly erroneous. It is undisputed that the monies that the Missionary Sisters caused Cabrini to withdraw from the Funds were commingled with and deposited into the general operating account of Cabrini and then dissipated by Cabrini.*fn111

It is irrelevant that the State Court complaint did not specifically allege that harm accrued to the general creditors of Cabrini. What is relevant is that the kind of harm alleged by the State Court complaint was no different from the harm suffered by the unsecured creditors of Cabrini generally, i.e. that due to the diminution of Cabrini's assets by Missionary Sisters, they would not fully recover their claims.*fn112 Because Missionary Sisters caused Cabrini to dissipate its assets, all general creditors were harmed. Outside of bankruptcy, the race is to the swift; inside of bankruptcy, an orderly distribution of the debtor's assets is the rule. Prior to the bankruptcy petition, any creditor of Cabrini would have had standing to assert a derivative claim against Cabrini, alleging substantially what the State Court complaint alleged.*fn113 Once the petition was filed, all such claims became property of the estate.*fn114

Likewise, the Appellants' third argument does not provide a basis for reversing the Bankruptcy Court's holding. First, their unsupported allegation that the Missionary Sisters' domination and control of Cabrini increased the amount available to the general unsecured creditor class is easily disproved. Throughout the adversary proceedings that ripened into the Settlement and Plan Injunction, the Creditors' Committee alleged that, through its control of Cabrini, Missionary Sisters diminished Cabrini's estate.*fn115

Second, the Bankruptcy Court did not abuse its discretion by refusing to treat as dispositive the Appellants' stipulation that they were not seeking money damages from Cabrini. "'The purpose[] of the automatic stay[] [is] to preserve the assets of the debtor for the benefit of all creditors and [] protect the creditors from each other by stopping the race to seize the debtors assets . . . .'"*fn116 As such, "[t]he debtor may neither unilaterally waive, nor limit, the scope of the automatic stay."*fn117

Despite Cabrini's consent to be named as a nominal party, the Court could have reasonably concluded that lifting the stay would not serve the purposes of the stay. For example, had the Court issued a contrary ruling, Cabrini would need to bear litigation expenses, and would have no incentive to fully defend the suit. Furthermore, Cabrini consented to the lift-stay only to the extent that it was conditioned on keeping the Summary Judgment order in place. As such, it likely would have been futile -- yet costly -- to lift the stay, because the Summary Judgment order put the Appellants' claims in the general unsecured class. And strong prudential grounds counseled the Bankruptcy Court not to issue a lift-stay allowing the Appellants to seek redress in state court inconsistent with the Summary Judgment order. Thus, the Bankruptcy Court did not abuse its discretion in refusing to lift the stay.

C. The Bankruptcy Court Correctly Held that the Plan Injunction Presented an Independent Bar to Appellants' Claims Given that the Appellants' claims were properly classified as property of the estate, it follows that they were settled, released, and barred by the Plan Injunction, which specifically bars estate claims. This is precisely what the Bankruptcy Court held.*fn118 The reasons given above for not crediting Cabrini's consent to be named as a nominal party in the context of lifting the stay apply with equal force to the Plan Injunction, given that plans of reorganization are for the benefit of debtor and creditors alike.*fn119 Moreover, under 11 U.S.C. § 1127(b), a plan cannot be modified after it has been substantially consummated.*fn120

The parties do not dispute that the Plan here has been substantially consummated, but the Appellants argue that the Bankruptcy Court should nevertheless have lifted the Plan Injunction, for the same reasons they assert that the Bankruptcy Court should have lifted the stay. These reasons were rejected above, and there is no reason to revisit them here. Thus, the Bankruptcy Court did not abuse its discretion in holding that the Plan Injunction independently barred the Appellants' claims.

D. The Bankruptcy Court Was Not Required to Make Explicit Reference to the Sonnax Factors Finally, Appellants contend that the Bankruptcy Court's failure to explicitly reference the Sonnax factors constitutes reversible error.*fn121 As an initial observation, the Sonnax factors are meant to aid the court in determining whether to lift the stay. Nowhere in Sonnax is there a rule that a judge must slavishly list each Sonnax factor in conducting her review.*fn122 Moreover, it is evident from the record that the Bankruptcy Court did consider -- and correctly weigh -- the relevant Sonnax factors, though not by name. The Court determined that: (1) the causes of action were connected to the bankruptcy case, and did not primarily involve third parties (factors two and six);*fn123 (2) the parties were not ready for trial in state court (factor eleven);*fn124 and (3) it would be in the interests of judicial economy not to permit a state court proceeding to run parallel to the summary judgment appeal (factor ten).*fn125 As such, it was not an abuse of discretion not to explicitly reference the Sonnax factors.


For the foregoing reasons, the order of the Bankruptcy Court is affirmed. The Clerk of the Court is directed to close this case.


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