confirmation the master agreement was exhaustively negotiated it was pain integration clause it was the only green between the parties to take it all terms of the agreements expressly superseded the letter agreement and more importantly satisfied with this form agreements they negotiated after exhaustive detail and they seek to invoke the bankruptcy courts jurisdiction through two separate claims in their complaint one of them alleges the breach of good faith and the second alleging violation of confirmation agreements the rest of the claims here in the claims of bankruptcy court jurisdiction collapse like a house of cards only when you have these two claim to start the daisy chain agreement which of the three confirmation agreements or the confirmation plan itself instead the best they can do is alleged that the state of montana violated their expectations of the other party with their understanding was that no particular here were different circumstances were here where a party is trying to take the unusual step of invoking the bankruptcy courts jurisdiction against the state of montana which goes against the usual a level than the immunity claim so when you invoke bankruptcy court jurisdiction are certain jurisdictional facts the party has to prove exists in order to get there now you look at the complaint or the government agreement which is the basis for their bankruptcy court jurisdiction not a violation of the terms of that written agreement called for three separate things and its import for the court understand called first for the payment by his gold corporation of six hundred thousand dollars to the state of montana the state of montana could use that six hundred thousand dollars for reclamation purposes at the mine sites to be performed by reclamation services corporation that six hundred thousand was paid the state of montana and there's no dispute in the record that the state of montana paid reclamation services discretion so those two payments are made as much chana and they make in return for eight point five million dollars proof of claim gave it up in return for one million fifty thousand dollars for pegasus gold corp that point on completion  question first there is a possibility that we get in late arguments about the jurisdiction may not agree with my chant that the court doesn't have jurisdiction but completed and perform bankruptcy courts and from that point the plane of the telling don't seek to go back to open up the confirmation plan that's been that's been approved and executed so you can't go back and  reopen the confirmation plan they don't think that really i think there's some a consistency there in their claims what they're seeking is affirmative monetary recovery in rescission they want their money back on the but they pay the state for the reclamation work performed by now when you get to looking at the moving beyond immunity question to the jurisdictional question you do not have any chance here where this is conduct that would affected the bankruptcy proceeding because r s t was potentially generating more revenue than go to the creditors but that logic there's no indian point for bankruptcy court jurisdiction r s e would have to go around with the blinking light on part of the master green which is post confirmation work and there were three different task orders under the master agreement called for water treatment work continued reclamation and by the way the reclamation work on the master green was for six hundred thousand dollars same amount  and it was deader money as dinner money that was put in to do that and furthermore all the shares of that corporation were owned by the trustee so here's my question if the state hadn't agreed to that relationship if they just say they're very immunity is reached reinstated because it's all over and done and then the state of montana made a contract with and some other company let's say astro astral company a totally unrelated company to the bankruptcy estate and there were these disputes between the state of montana and this corporation wouldn't you have a cleaner piece for saying to the bankruptcy court this is none of your business you deal he's resolved he has no more reclamation obligations he's relieved that we have no more claim ribs result from that so this thing that we're doing on his side with this other corporation is none of your business wouldn't that be the case and why then reno and reno nevada seeking bankruptcy protection there were ongoing environmental exits and fees need to be cleaned up right away there were a couple hundred workers if you hire somebody commune temporarily and clean them up there are a couple hundred workers you could hire r c to do it you could've hired anybody to do it contained a form selection clause easily resolved in the state of montana under the law of the state of montana that that's what this that's what r s t the company created by the pool and that's what they wanted that's it the go shit for this is a long hard negotiation dragged on for nearly six proceedings and any revenue generates both back to creditors anyone are if you deal with one of the state of montana or future parties with whom a contract all those parties run the risk of being dragged back into bankruptcy court in reno to have cours confirmation plan is approved the general rule is that in the bankruptcy courts jurisdiction now with as i said nine eleven claims here the right to post confirmation conduct only the two claims they try to allege not violations if you work your position is correct waiver of sovereign immunity doesn't matter to you and the extent to which subject matter jurisdiction please the court my name is michael richmond i'm with mayor brown rowan moth and i'm representing harrison gold and the liquidating trustee of texas coal corporation liquidating trust and the reclamation services corporation montana filed and they want to be nothing more than a three party private contract dispute that can be dealt with in state court and had nothing to do with the bankruptcy case their entire argument re matter for the trial court that hasn't been decided and there's no evidence in the record on that that's really what i mean your honor the point here the important point and i will come back to this is that montana is being sued for the harm that they caused when they voluntarily entered into the bankruptcy court taking off their cloak of sovereign immunity they engaged in a deliberate course of conduct well wait a minute what they did was to file a proof of point what your claims in the name relate to i the plan so on the one hand you've got to focus on the proof of claim and whether he and you have a focus on the plan and just because they filed a proof of whining doesn't necessarily logically  of course to get on their proof of claim until it got settle they then participated in multi party negotiations that became part of agreements that were incorporated into the plan which is the fundamental purpose of a bankruptcy case and they became bound by that plan the reclamation services corporation was a credible instruments haliday of a federal contract known as the confirmation plan they became bound by that they did all that voluntarily they could have prosecuted their claims in different ways this is not just about whether the are claims that the limit of what they did but whether deliberate voluntary conduct by the state so suddenly can be thrown off and they put that cloak of immunity back on when they're called to account for the consequences of their actions when they didn't have immunity and that's that's really the issue montana breached obligations that enter into in connection with the plan those obligations included it's good faith requirements of fulfilling its agreements to allow reclamation services corporation to have a fair opportunity to be in creditors and the debtors to provide some vehicle to do several things one to try to get better recoveries for creditors that would otherwise be the case and creditors devoted their own gave up recoveries they might otherwise have had in order to capitalize reclamation services you know what let me  confirmation this corporate vehicle was the only remaining way to deliver value to creditors it was supposed to create value in the reclamation company and the hope was that the company would acquire the business and then be sold at a multiple and deliver value that could be distributed to creditors this was what all the parties on the plan were pinning their hopes on and i want to focus can i just stop there i don't recall reading it or a c was created for any other purpose other than to do reclamation work and who run the treatment center plans it and to run a treatment of what if humans just him for a limited period of time well no you are actually it was set off to begin with those assignments but to have an infrastructure which it did have and a capitalization and employment base that would allow it to good for other reclamation projects anywhere in the country the idea was this was the start off with the projects that already existed in montana and that it would grow from that it would if you had an inside track to get the business in montana if all were all one of was a fair opportunity to do that these are all expectations that you're describing here in the minds of people apparently because it's not in the record there's no record of this your honor i believe that much of this is in the disclosure statement it's also clear that in the complaint and the complaint  you don't have to take what the complaints there was is true so the question is you've got to show that there is some relationship between your cause of action and something that's going to affect the consummation of the plan and i don't see anywhere in the plan documents or in this norton agreement anything about these hopes or aspirations or ploy or any of that stuff may exist but i don't see it your your your honor i don't believe and i don't mean to be stored the minute over a court i apologize i'm responding to the questions but i think from a jurisdictional standpoint benefit of the bargains the creditors had this is what is alleged in the complaint this is what's his fact to the bankruptcy case if we can on do we feel and what the complaint alleges is that this appears to have been a scheme from the very beginning to never comply with the obligations that's why i prefer what counsel was saying before i don't think that montana can say well he fulfilled the agreements and therefore there's nothing to be tried that's at the terminations for the trial court and it hasn't made it yet the jurisdictional facts that this court are that the complaint alleges of the basic plan agreements that's that's the key thing if there were no plan agreement if this was just i agree with montana if we didn't have these agreements in body then the plan and reclamation services company was created in the year after the bankruptcy to enter into a reclamation services corporation and the rest of the record of the bankruptcy proceeding with which the bankruptcy judge was quite familiar dealt with the disclosure statements dealt with the the hearings record also i mean our argument in the complaint is that there were obligations apart from these agreements that dealt with a good location to comply it doesn't necessarily you don't write in a contract that a party has a good faith obligation to live up to those obligations but that's what the law is and our argument is they didn't do that and when you look at the series of steps over the ensuing months as they developed it's clear that it flows back to their never having given reclamation services corporation a fair chance your honor in addition to that six months after the plan was confirmed there w dispute between reclamation service corporation and its employees and the state and regarding reclamation services corporations graph to stop doing reclamation work what a treatment work in the employees concerns that they wouldn't have benefits that dispute was heard in the bankruptcy court and montana showed up they never said at that time judge there's no subject matter jurisdiction fact held there was subject matter jurisdiction over that dispute they didn't say we have sovereign immunity  six months after plant confirmation when montana now says we can't be hauled back into the bankruptcy court there has to be an end to it and we know from the case law that bankruptcy court jurisdiction doesn't end with confirmation if it did the courts could never enforce their own decrees council  by all of the reclamation claimants on the state of montana if you rescind that the whole thing comes down and aren't you right back into the bankruptcy with all these claims in there no resolution no disposition in favor of pegasus they're still liable for everything you're going to wind the clock to point one arch we can't do that the bankruptcy code doesn't permit you don't want a bankruptcy plan one six months passed after confirmation you can't do it so what we tried to do here was fashion a remedy that would compensate creditors for their lawsuits and so what we did the damage claims are based upon an expert's evaluation of what the business would have been worth had it been allowed to function without the alleged interference by the state of montana under the plan well that's what the obligations were maybe we're not talking you know you're talking here about which form you suzanne right yes wrong so we never not in a case like this where this is an integrated step transaction and the allegations are that all of these different violations were part of the scheme to undermine the plan obligations and were not on the plan agreements if all we had were prove at trial and we would have a chance to prove this presumably in any forum all right this is necessarily a bankruptcy driven thing but if we had an opportunity to prove that had the business been given a chance to proceed as everyone intended it to that it would have been work this amount of money and that's what our damage should be all of that value would redound to the benefit of the creditors because we would be obligated under the plan to distribute it to them i guess for i don't disconnect with you is where you say what everybody intended to be whatever they intended to be that's what i call the gre liquidation plan calls for the creation of r and c for a specific purpose and that is to work off the reclamation damage which pegasus caused in this area and to run a water treatment plant that's what the plan in writing what all your dream about what was in mind for this corporation is interesting but has no place in print on in these documents if it is in the disclosure statement in a bankruptcy case when when it's time to co plan you have a document that's like a prospectus for investors called a disclosure statement which sets forth in greater detail than the plan which is more like a contract of what the purpose of various provisions are disclosure statements may not go into as much detail as your honor just describe what does have the detail of what the purpose of this company was it was to serve jobs because the employees at the storm and site were going to be out of work if we didn't come up with the ickle to keep them in business and it was to create this but in fact we have to disclose these dreams as your honor says because we to creditors to vote for this we wanted them to agree a part with a million six hundred thousand dollars in money that otherwise would have been distributed them in order to help us capitalized reclamation services corporation and also make additional contributions to the state of montana in order to get the water treatment work done we had to convince them of that so it wasn't a disclosure statement it was part of the broad understanding that everybody had of the bankruptcy process and that's what i say that isn't all pleaded in the complaint but that's part of evidence  complaint one isn't cut it isn't incorporated anywhere it's in the disclosure statement which is a record document of the bankruptcy court you would not normally put that kind of information in a plan a plan seems to be drafted more like a contract and you know has the particular distribution of the sort of an agreement also was described to greater length in the disclosure statement than you would find in the plan there were records of proceedings in the bankruptcy court when all the parties where they are including montana mike hanna negotiated this agreement in the deficiency and arms and just ask you didn't they walk away from all that efficiency thanks to her the bucks they got they walked away from the exchange for an agreement for us to put credit or money to capitalized r f c to do the work to keep the employees in business receive the opportunity if that is the future of work so that they could stay in business at the sites it was a total bargain it wasn't just we paid the money walk away in the nothing else gets done it was future directors and you couldn't tell if they were going to reach those obligations until you got to the future every contract because we have the people with the expertise on the site in fact the complaint alleges that spectrum engineering which came into the business basically stole our employees they took our infrastructure and they continued to operate so we had a good business in place that could have done that had we not undermined had we not had the state not cooperating with us not doing the competitive bidding in time and had we done gotten the contract longer term we would have then had a source of financing of continued cash flow that would have been enabled us to go and bid for other work we would have had an experience base and a credibility face of it for reclamation work in other states and other parts of montana we already have done investigations of other work that we could bid for and we were ready to go down that road so it's your position that the committed acts for which there should be consequences and then you call in the states answer those consequences being directly related to the area of agreed waiver and then i think a court necessarily has subject matter jurisdiction to enforce that because it relates back to the period and there's no dispute in montana paid six hundred thousand dollars to r s c for reclamation services if you look at expert record one seventy four this is the current agreement there's nothing in that language  will now hear argument and you know