United States Court of Appeals FOR THE EIGHTH CIRCUIT

_____________ No. 97-2250

_____________ In re: Fairfield Communities, Inc., * * Debtor. *

-------------------------- * * Fairfield Communities, Inc., * * Debtor-Appellant, * * v. * * Phyllis G. Daleske; Marie L. * Appeal from the United States Eschenbach; Robert E. Fiedler; * District Court for the Shirley M. Fiedler; Charles B. West; * Eastern District of Arkansas. Doris J. West; D. White, and Company * Incorporated; Joan L. White, doing * business as D.A. White Enterprises; * William M. Storm; Bernice Storm; * James Skrien; Liesel Skrien; Charles * Decker; Mildred Decker; Dean Hall; * Carolina Hall; Donald C. Rickard; * Louis Teutsch; Geri Teutsch; Russell * Lee; Charlotte Lee; Barbara Foster; * George Forsythe; Dorothy Forsythe; * Jose D. Gallegos; Patricia M. Gallegos; * William A. Lucas; Nick Quaglietta; * Charles B. West, * * Claimants-Appellees, *

----------------------- * *-2-

In Re: Fairfield Communities, Inc., * * Debtor. *

------------------------ * * William M. Storm; Bernice Storm; * James Skrien; Liesel Skrien; Charles * Decker; Mildred Decker; Dean Hall; * Carolina Hall; Donald C. Rickard; * Elaine G. Rickard; Louis Teutsch; Geri * Teutsch; Russell Lee; Charlotte Lee; * Barbara Foster; George Forsythe; * Dorothy Forsythe; Jose D. Gallegos; * Patricia M. Gallegos; William A. Lucas; * Nick Quaglietta, * * Claimants-Appellees, * * v. * * Fairfield Communities, Inc., * * Debtor-Appellant, * * Phyllis G. Daleske; Arthur E. * Eschenbach; Marie L. Eschenbach; * Robert E. Fiedler; Shirley M. Fiedler; * Charles B. West; Doris J. Weset; D.A. * White & Company, Inc.; Joan L. White, * doing business as D.A. White * Enterprises, * * Debtors. *

--------------------------- * * In re: Fairfield Communities, Inc., * *-3- Debtor. *

--------------------------- * * Fairfield Communities, Inc., * * Debtor-Appellant, * * v. * * John E. Lobdell; Glinda S. Lobdell; * Robert E. Fiedler; Shirley Fiedler, * * Claimants-Appellees. *

_____________ Submitted: January 16, 1998 Filed: April 27, 1998

_____________ Before BOWMAN, WOLLMAN, and HANSEN, Circuit Judges.

_____________ BOWMAN, Circuit Judge. In 1993 an d 1994, owners of property in a development in the Colorad o mountains sued the developer, Fairfield Communities, Inc., in Colorado state court , alleging that Fairfield had imposed on them a fee that is invalid under Colorado law. Fa irfield, which had emerged from Chapter 11 bankruptcy in 1992, then sued th e property owners in the Bankruptcy Court for the Eastern District of Arkansas, the court that had presided over Fairfield's Chapter 11 case, alleging that the property owners ' claims had been discharged when the Bankruptcy Court confirmed Fairfield's plan of reorganization. In the Bankruptcy Cour t, the property owners filed motions to dismiss Fairfield's suits for lack of subject ma tter jurisdiction. The Bankruptcy Court held thatThe Honorable Henry Woods, United States District Judge for the Easter n 1 District of Arkansas. -4- ithas jurisd iction over some but not all of Fairfield's claims. The District Court, t o 1 wh ichthe Bankruptcy Court's decision was first appealed, held that the Bankruptc y Court does not have subject matter jurisdiction over any of Fairfield's claims. Fairfield now appeals to us. There are no issues of fact, and we review de novo the lega l question of whether the Bankruptcy Court has jurisdiction. Generally, once a bankruptcy debtor's reorganization plan has been confirmed, as Fairfield's plan was before Fairfield initiated this case, "the estate of the debtor, and th us the bankruptcy court's jurisdiction, ceases to exist." Norwest Equip. Fin., Inc. v. Nath (In re D & P Partnership) , 91 F.3d 1072, 1074 (8th Cir. 1996). Nev ertheless, even aft er the confirmation of a debtor's plan, "a bankruptcy court may explicitly retai n jurisdiction [by stating so in the order confirming the plan] over as pects of a plan related to its administration and interpretation." Id. In this case, the Bankr uptcy Court did state in the order confirming Fairfield's plan that it retained jurisdiction over cases involving the enf orcement of the plan. The critical question is thus: does this case involve th e enforcement of Fairfield's plan? Fairfield argues that it does, because, according to Fairfield, the property owners' claims were discharged by the confirmation of the plan, and Fairfield is seeking to bar those c laims on that basis. The confirmation order, however, discharges only claim s against Fa irfield that arose before the entry of that order. The plan has nothin g whatsoever to do with claims arising after the confirmation date. Accordingly, this case could invo lve the plan only if the property owners' claims arose before the plan' s confirmation. If, on the other hand, the property owners' cl aims arose postconfirmation, then this case lies outside the scope of the plan, and there is no basis for bankruptc y court jurisdiction. See In re Morgan & Morgan, Inc. , 24 B.R. 518, 520-21 (S.D.N.Y.-5-

1982), in which the bankruptcy court dismissed for lack of jurisdiction the debtor's suit to enjoin a postconfirmation action against it, and stated that: The debtor is not entitled to a permanent umbrel la shielding it from all law suits . . . The order of confirmation marked the commencement of th e perio dwhen a debtor was weaned from dependence on the bankruptc y court's inju nctive powers so as to stand on its own feet with respect t o post-conf irmationmatters . . . [There is no reason] to protect the debto r from post-confirmation

suits bottomed on claims arising after the entry of the order confirming the plan of arrangement.

See also P ettibone Corp. v. Easley , 935 F.2d 120, 122 (7th Cir. 1991) (orderin g dismi ssal for want of jurisdiction of debtor's postconfirmation suit to enjoin claim s ag ainst it, and stating that: "Once the bankruptcy court confirms a plan o f reorganization, the debtor may go about its business without further supervision o r ap proval. The firm also is without the protection of the bankruptcy court. It may not come running to the bankruptcy judge every time something unpleasant happens."). In determining when the property owners' claims against Fairfield arose , we begin by not ing that, as the property owners point out, their claims are based solely o n Fairfield's conduct after the confirmation date. The property owners seek a declaratory judgm ent that the fee Fairfield has imposed on them is invalid and an injunctio n pr ohibiting Fairfield from continuing to collect the fee. These claims are, obviously , purely prospective; they do not in any way depend on Fairfield's past condu ct, much less its conduct p rior to confirmation. The property owners also seek the refund of certain fees that Fairfield already has collected, and certain other compensatory and punitiv e damages. The property owners have limited their complaints, however, so as to seek monetary recovery solely on the basis o f Fairfield's postconfirmation conduct. Thus all of the property owners' claims are based on Fairfield's conduct subsequent t o confirmation.-6-

Fairfie ld contends that the property owners' claims nevertheless arose befor e confirmation because they relate back to the dates of the original land sale contracts that established

the fee that the property owners now allege is unlawful. In support of this argument, Fairfield cites United States acting through the Agricultural Stabilization and Conservation Service v. Gerth , 991 F.2d 1428, 1433-35 (8th Cir. 1993), in which we held that a claim created by a contract ar ises at the formation of the contract, even if its validity is contingent on some later event. In Gerth we stated that "Gerth's claim--his right to payment--came into existence at the time the contract was signed and ASC S prom isedto pay him" even though Gerth's right to payment was contingent o n subsequen t

Congressional appropriation of the funds with which ASCS would pa y Gerth. Id. at 1434.

Thi s case differs from Gerthin one critical respect. In Gerth , the contract i n question directly created the claim: the contract provided that Gerth had a claim fo r payment from the ASCS. In this case, the land sale contracts did not c reate the property owners' claims against Fairfield. The contracts did not provi de that the property owners had a claim to payment from Fairfield; quit e to the contrary, the contracts provided that Fairfield had a claim to payment from the property owners--the right to collect th e contested fee. The property owners' claims are based on the alleged illegality of th e contracts insofar as th ey create this right. More precisely, the property owners' claims are based on Fairfield's attempts to enforce the contested fee provision--and not all of Fairfi eld's attempts, but only those occurring after the confirmation of Fairfield' s reorganization plan. We c onclude that the property owners' claims arose not when the l and sale contracts were formed but rather when Fairfield engaged in the conduct that forms the basis of the claims, after confirmation.

In summary, the property owners are asserting only postconfirmation claim s against Fairfi eld. As such, these claims were not discharged in Fairfield's bankruptcy. Accordingly, the Bankruptcy Court l acks jurisdiction over Fairfield's suits to enjoin the property owners' claims.-7-

We affirm the judgment of the District Court. A true copy.

Attest: CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.