respectfully request that this honorable court reversed the decision of the district court finding that the bankruptcy court lacked subject matter jurisdiction over the disputes between dr gupta and mr munder and stuart first additional court erred when it ignored the bankruptcy courts jurisdiction to interpret and force its own prior sale order that sale order was answered as part of a core proceeding in the bankruptcy and bankruptcy courts interpretation of that order was also thus a court proceeding second  there just use a rose in the bankruptcy as that term is defined in case law and twenty eight u s c thirteen thirty four and twenty eight u s c one fifty seven b and where the score proceedings are demanding and arising in analysis and proceeding under one fifty seven two and it answered that order as part of the underlying bankruptcy proceedings a sale motion was filed in the bankruptcy by the debtor with the asset purchase agreement attached to it thirty of the sales order reads that the terms of our vision of the a p a together with the terms and conditions of the sale order shall be binding in all respects upon all entities including without limitation the debtor including its employees officers and  purchase agreement would be enforceable subject to one possible condition which i think was not specified but probably contemplated and that is that it would be accepted by the bankruptcy court  so it's not that it had no independent legal significance until the bankruptcy who are in effect said i would talk to you what you said you do it is simply that it was subject  in practical terms to a condition subsequent if the bankruptcy who would said no i won't buy the purchase agreement if that is so then the rights of your clients depend on the original wouldn't have been anything and forceful in any way without the bankruptcy being filed by the debtor and the sale were answering in the language in the asset purchase agreement provides that the purchaser or the seller may term  reads but we would still submit that if you go with the argument that yes that purchase agreement was and could could be enforced without the bankruptcy ever happening so our client's rights only arise under the i really have nothing to do with the sale order which is what stewart argues if that's that's hypothetical that that's not what happened here here yes the purchase agreement contemplates the bankruptcy the entire process of the chapter eleven and three sixty three questions arose under that contract and it was found that banks court was exercising its arising in jurisdiction to interpret an order that incorporated an agreement because that order was entered into and as part of a core proceeding and the supreme court of united states has held that interpretation of an order arising from another court proceeding is itself a court proceeding so while well it's nuanced in the sense that the asset purchase agreement and sale order are two separate documents we submit that they should be looked at as two separate documents it's the order of the bank's court that approved the sale which required stuart to extend offers of employment to our clients and it did not seem to breach that obligation situation you know there were certain contingencies that required approval by the bankruptcy court so the argument would be that well actually that the bankruptcy court was its own prior order and it clearly has the jurisdiction to do that while we we can see that the claim may be brought in state court under the asset purchase agreement itself merely because thirteen thirty four b provides that the bank or only has concurrent but not exclusive jurisdiction over claims arising in the bankruptcy we don't we don't conceive or state that we cannot bring the claim in speak or but the one of  one of the conditions of the sale was that the appellant among others would be offered employment and while there are many conditions of the sale bankruptcy court approved that as part of its order in granting the sale of the assets and we just submit that that's sipek part of the order in the bankruptcy court process to approve sales as the debtor and the purchasers set them out we mean we mean i think we're going into hypotheticals we say well what if this just happened outside of the bankruptcy i think that that's asking the court to rule on something that didn't occur here i believe here you know the bankruptcy court was interpreted in its order which approved the asset purchase agreement and found good morning may it please the court i'm jonathan young here with my colleague scott me and we represent the apple these two are we believe the district court ruled correctly in vacating the orders entered by the bankruptcy court based on a lack subject matter jurisdiction we believe that so because none of the elements of bankruptcy jurisdiction set forth that section thirteen thirty four of the judicial code are present and while i will review those different elements  i'd like to jump right away to the point you left off with mr morality the argument that a court has authority in jurisdiction construing enforce its own order because i think thrust of the opponent's position rests on on that argument and as a general proposition it's not objectionable we see courts construe and enforce their entered in the johns manville bankruptcy and certainly if a prior order has injunctive provisions or other to create a language requiring parties to take actions we can understand how it might be necessary in a dispute over those injunctions to go back and ask the court that issued them what they mean what what we're dealing with here we submit is a horse of a completely different col r we do not agree that he sale order here incorporated the asset purchase agreement we certainly acknowledge it referenced it well it did more than reference it i mean while it may not have said that the provisions of the us and purchase agreement are hereby incorporated in a part of this word or can be enforced who can time for otherwise it did say that they are binding it was one of the questions here what's the import of that statement in paragraph thirty of the sill order absolute ok and i believe chief judge howard what we're talking about is how far the court that issued that order should go to address subsequent the students about that  about that document and you know we we we submit the appropriate place to draw the line is the four corners of the order itself what are the decreed all provisions of the order what are the actions the order requires the party to take and you reference your reference contempt that's actually i think quite a relevant factor for determining where we're talking about really enforcing the prior order and where we're talking about subsequent disputes arising out of a transaction approved by that order so let's say if there's just a state court action to enforce the a p a is that a proper defense to say we're not bound by the well and that can only be decided in in state court or whatever the proper form is but that the the bankruptcy court judge wouldn't have the authority to decide that question well i think there are  there are certainly provisions of the sale order where there would be an argument you need to go back and have that the bankruptcy judge resolved it for example there are there are provisions in the sale order transferring assets free and clear of liens claims and in conferences and we've seen in the case law cited by both parties that where you have a fight over whether good title passed where you have a fight over whether an injunction or released hours of clean from going forward you might well need to go back to that court that issued it so in can you argue in state court in the case that i posited can you argue about what the  term binding means i don't believe that if it's in forcible contract and it's being sued on and state ordered that the fact that event or to prove it precludes the state court from reaching it i think connection with in connection with the implementation of the transaction approved by the bankruptcy court which involved delivery of assets and work record various instruments and various regulatory approvals that that that provision as is customary in bankruptcy sales made clear to everybody on notice of the transaction would be bound by the determinations of the court in terms of that transaction actually being closed and implemented but we do not concede it goes so far as to subject all future disputes over the seventy five pages of terms conditions representations and warranties contained in that agreement to bankruptcy court jurisdiction and that's really where the apple answer position takes us their argument is that if the trip if the agreement under which their claims routes were approved by the bankruptcy court by definition all future disputes under that agreement can be brought before the bankruptcy court and if i might add i'd like to give a couple of examples of where that could lead you know this is a this is a sale of substantially all the operating assets of the hospital in quincy and what we're really saying chief judge howard is that it's an enormous expansion of bankruptcy court jurisdiction where they want to draw this line it is not just the actions the bankruptcy court has to take the past title to the assets and get the transaction closed and wind down the case it's everything an operating business could end up disputing with its landlords its its license or its it s clients that somehow touches that agreement and so what we're really what we're really suggesting then is you come back to that you create a language in the order and you look at what are the parties really fighting about and if it's a situation like travellers where you know you can't proceed any further unless you can get around the bar order that's one thing but if what you have is essentially an argument state argument under a contract to which actually the apple answer and not even parties that's a separate issue on the merits we contend that that's so far removed from  what the bankruptcy court was doing when it approved the transaction that it really it really is appropriate to resolve it in another forum and that's actually what's happening your honour's these precise claims are ensued in the superior court in middlesex county they are virtually identical to the claims that are at issue in the proceedings below here and so our argument will not deprive these gentlemen of their day in court there is a state court that has jurisdiction over these claims the parties are at issue and the case will proceed should or should agreement and then retains true stiction well i mean the runner i think i think the difference is in the case of the settlement agreement presumably what the judge approving what the parties are resolving are the matters that were before the court in the first place most settlement agreements in other words focus on the resolution of the claims that an asset purchase agreement by contrast is a transfer of an operating business that has you know again seventy five pages worth of text and all kinds of ad assets operations and other actions going said purchase agreement like the one before this order is a much much broader set of operating issues and it's much much further removed from the core functions the bankruptcy court took up what it considered a sale and when it approved the passage of title to those assets because the law doesn't mean you're focusing a lot on so what may happen after the bankruptcy actually doesn't even come into play doesn't exist without the involvement of the bankruptcy court this is a fair amount of law for the proposition that in that scenario w little differently we think the law in the first circuit in other circuits is that for arising in jurisdiction to be present the claims that issue can have no existence outside the bankruptcy court and what i think your question is alluding to just live as and what our colleagues across the aisle are arguing is that arising in jurisdiction is really as you put it a kind of but for analysis if  if there hadn't been a bankruptcy filing if the conditions subsequent justice souter alluded to hadn't been sable you know we wouldn't we wouldn't be here and the law as we understand it it is really best set forth in the stoke case out of the third circuit which is that you look to the nature of the claims not whether or not  these were factually events that resulted in a bankruptcy filing but we look at who's running the claims what kind of claims are they and are they claims that inevitably have to play out in bankruptcy proceeding but that wouldn't be the analysis i thought you said at the outset that would not be the you know alice is if the bankruptcy court had used words like i corporate all the terms and conditions of the a p a and the civil order well if there had been incorporation it would certainly eliminate one of the arguments we're making but i still think thirteen thirty four obliges us to consider whether or not it's within the court's prerogative and jurisdiction to reach those issues and what we're stanchions judge howard is that if there had been incorporation and if the bankruptcy court had said you know what every landlord every ip license or every account debtor or account creditor i hear you you know if it's something these guys said they were going to do in this asset purchase agreement come on it now they could have done you know the judge could have done that that would then i think  of was that you know sufficiently timed to what the judge was doing in his three sixty three sale process to be a permissible exercise of his jurisdiction so what's the use of that for us just the one i it's i think not i mean i think where you have to draw the line is bankruptcy courts have power to do a variety of key her core functions and there's no doubt we don't we don't dispute a three sixty three sale here and he's a court proceeding and to the extent there were a fight over title to the extent there were a fight over release of leans to the extent there were a fight over something that prevented that judge from approving this transaction and these parties closing that we get it that that's that's a horrible procedure stiction what if it's a very simple one page that's fully incorporated does that make a difference well i think if it were a one page a p a we'd be less likely to be before you today but that i think it is totally depends on what's on that page if what's on that page is really focused on transferring the assets clearing the lanes doing all the things that check off the closing checklist then i think it probably works to the extent that you know to the extent that one page says all right you know these best efforts to get the appropriate environmental permit  permits were closing condition and everybody were sitting out in the hallway saying we can't get it done until we get the permits i can see where a bankruptcy judge might be on reasonable footing addressing that as part of the as part of the approval process but where you're dealing with we have something in this case in terms of mine reading bankruptcy judges we know what the bankruptcy judge thought well we do know what the bankruptcy judge thought after the fact yes and  can't i can't let you catch me on that i can't argue with that all i can say all i can say chief judge howard is that this analysis we think really turns on what power the judge has to hear the coins that were played in the certain before him and we think the claims our colleagues across al are making are different in nature far more removed from the sort of or close transaction sell the assets kind of issues that were the subject of the seller can i ask you one more question it's not a fair one have you thought through whether there would be any difference in the argument that you've made under rising  under a rising in i'm sorry and the inherent authority of the bankruptcy court to enforce its own orders is that the same argument in this case you know it's funny you ask is that was the last thing i worked on before i stepped in here and it's a very your own order changes thirteen thirty four i don't think it changes the basic categories of arising in a related to i think you've got to take the analysis of the order and fit it with then the thirteen thirty four bucket you're arguing so in this case they're arguing arising in and they're saying construe the order as part of the arising and and i think we have to judge that based on how far removed their claims are from you know what actually was necessary to sell those offer employment so i would submit that the banks the court was recognizing that those were an integral part of the transaction between the medal of honor and and steward in the sale of the assets keeping the employees on the bank's court did specifically  if if you're arguing in in effect generally that the treatment of the employees was crucial or significant to the bankruptcy courts willingness to approve the a doesn't excuse me doesn't that in a case like this invite an inquiry into the near its of the of the claims of the particular employee use claims against stewart and the reason that that might be the case if i remember correctly from the briefs here is that these two employees were not listed on the schedule of employees whom stewart was going to be bound to in fact they were fired by the debtor prior to the filing for bankruptcy so if we accept your general premise of the significance of employee treatment through the bankruptcy court don't we also have to look into this merits issue as to whether these two employees would be entitled to to do some claim under the way they themselves yes you are and i would submit that that's exactly what the bankruptcy court did but if i may respectfully correct your honor our clients were included on the list of employees so i thought they had been taken off when they were because they were fired the day before the