1 RECOMMENDED FOR FULL-TEXT PUBLICATION Pursuant to Sixth Circuit I.O.P. 32.1(b) File Name: 14a0284p.06 

### UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

_________________

In re: G EORGE A. B AVELIS , Debtor

.

__________________________________________

G EORGE A. B AVELIS , Plaintiff-Appellee ,

v

.

T ED D OUKAS , Defendant-Appellant

. ┐ │ │ │ │ │ │ │ │ │ │ │ │ ┘ No. 14-3067

Appeal from the United St ates Bankruptcy Court for the Southern District of Ohio and the Bankruptcy Appellate Panel of the Sixth Circuit. No. 10-58583—John E. Hoffman, Bankruptcy Judge; No. 13-8015—George W. Emerson, Jr., Arthur I. Harris, and Marci B. McIvor, Bankruptcy Appellate Panel Judges. Argued: October 7, 2014 Decided and Filed: November 26, 2014 Before: BATCHELDER, GILMAN, and GIBBONS, Circuit Judges.

_________________ COUNSEL

ARGUED: Mark E. Brown, MENEFEE & BROWN, Knoxville, Tennessee, for Appellant. Christopher J. Hogan, ZEIGER, TIGGES & LITTLE, LLP, Columbus, Ohio, for Appellee. ON BRIEF: Mark E. Brown, MENEFEE & BROWN, Knoxville, Tennessee, for Appellant. Christopher J. Hogan, Marion H. Little, Jr ., ZEIGER, TIGGES & LITTLE, LLP, Columbus, Ohio, for Appellee. 

### >No. 14-3067 In re Bavelis Page 2

_________________ OPINION

_________________ RONALD LEE GILMAN, Circuit Judge. George A. Bavelis sought relief under Chapter 11 of the Bankruptcy Code in 2010 due to sizable debts that he had accumulated from his numerous business ventures. Bavelis subseque ntly brought an advers ary proceeding against several defendants. These defendants included hi s friend and business associate Ted Doukas, as well as a number of businesses owned and cont rolled by Doukas (the D oukas Defendants). One of Doukas’s companies responded by filing a proof of claim against the Bavelis bankruptcy

estate.
In the bankruptcy proceedings that followed, the Doukas Defendants argued, among other things, that Doukas had a claim for rescissi onary relief against Bavelis based on the latter’s purported violations of Florida’s se curities laws related to stock that Doukas had purchased from a Bavelis-run bank holding company. The bankrupt cy court concluded, however, that Doukas does not have a viable claim agains t Bavelis under Florida law.
The Bankruptcy Appellate Panel (BAP) affirmed. Doukas now argues that the bankruptcy court acted beyond its constitutional authority in interpreting Florida law and, further, that the interpretation by both the bankr uptcy court and the BAP was in error. For the reasons set forth below, we AFFIRM the judgment of the BAP.

I. BACKGROUND
A. Factual background
The facts relating to the issues on app eal are essentially undisputed and were exhaustively compiled by the bankruptcy court, Bavelis v. Doukas (In re Bavelis) , 490 B.R. 258 (Bankr. S.D. Ohio 2013), and summarized by the BAP, Quick Capital of L.I. Corp. v. Bavelis (In re Bavelis) , No. 13-8015, 2013 WL 6672988 (B.A.P. 6th Cir. Dec. 19, 2013) (unpublished). The only relevant findings of f act challenged by Doukas are relate d to the bankruptcy court’s decision to credit Bavelis’s testimony over that of Doukas. Because of the great deference required where a trial court’s factual findings re st on the decision to credit the testimony of oneNo. 14-3067 In re Bavelis Page 3

witness over another, see Anderson v. City of Bessemer City , 470 U.S. 564, 575 (1985) (explaining that a factfinder’s deci sion to credit the testimony of one of two or more witnesses can “virtually never be clear error”), we have a dopted the bankruptcy cour t’s relevant findings in their entirety.

1. Bavelis’s career
Bavelis immigrated to the United States fr om his native Greece in 1958. Starting in the early 1970s, Bavelis became involved in real estate, first by subleas ing rental properties and later by purchasing and leasing out apar tment buildings. He was engaged full time in the real estate business by 1975. In subsequent years he form ed more than 30 real estate investment partnerships operating in central Ohio. Bavelis persona lly guaranteed the mortgage debts incurred by these partnerships.
In 1996, Bavelis and other investors acquired Sterling Bank, a federa lly chartered savings bank located in Lantana, Florida. Eight year s later the bank was conve rted into a commercial bank chartered by the state of Florida. Bavelis was a director of Sterling Bank, as well as the chairman of the board, chief executive officer, and president of its parent company, Sterling Holding (also known as Sterling BancGroup, Inc.). At one point , Bavelis and members of his family, both directly and through trusts, owne d between 52-55% of Sterling Holding.
Bavelis met Leftheris “Ted” Doukas through the bank. The two men first crossed paths when Doukas obtained title to several residential properties encumbered by security interests held by Sterling Bank. Initial negotiations between Doukas and Sterling Bank employees regarding the outstanding debt on the propertie s went poorly, causing the parties to seek Bavelis’s assistance. These initial business dea lings triggered a social relationship between the two men, and Doukas became close friends wi th both Bavelis and Bavelis’s wife.
2. Bavelis’s financial struggles
By the spring of 2009, Bavelis was under cons iderable financial pressure. He was struggling to service more than $18 million in bank debt from numerous business ventures and, as with his Ohio-based partnerships, Bavelis had personally guaranteed (or otherwise hadNo. 14-3067 In re Bavelis Page 4

personal liability on) al l of this debt. In addition, both Sterling Holding and Sterling Bank desperately needed cash infusi ons totaling over $12 million.
With his friend in dire financial straits, D oukas offered his assistan ce on numerous fronts. Among other actions, Doukas negotiated with one of Bavelis’s business partners, Mahammad Qureshi, to reapportion the partners’ respectiv e bank-debt responsibilities; he purchased $200,000 worth of Sterling Holding stock in March 2009 and deposited $2 million into his accounts at Sterling Bank to help keep the bank afloat; and, despite the fact that he was neither a lawyer nor an estate planner by trade, Doukas offered to help Ba velis with estate planning.

3. The contested transactions
In addition to the above matters, Bavelis, D oukas, and their associat ed business entities were involved in two large transactions at the h eart of this appeal. Both matters are set forth below.
i. Promissory note and loan agremeent
First, in June 2009, at Douka s’s suggestion, Bavelis signed and delivered to Doukas a $14 million promissory note payable to Quick Cap ital, one of Doukas’s companies. The note identifies the consideration as “FOR VALUE RECE IVED.” It specifies an interest rate of 5% per annum and calls for the balance due on June 21, 2014. Bavelis also signed a security agreement, granting Quick Capital an interest in certain shares of Sterling Holding.
In addition to the promissory note and the security agreement, Bavelis and Doukas signed a loan agreement. The loan agreement does not refer to the promissory note, but contains the following two recitals: Whereas Quick has provided and will continue to provide consulting and management services in an effort to re structure various liabilities and troubled assets owned directly or i ndirectly by [Bavelis]; and Whereas [Bavelis] as security for the pa yment of these services rendered and to be rendered agrees to provide a security in terest for Quick in various securities in the amount of Fourteen Million ($14,000,000) Dollars[.] The loan agreement further states that Quick Capital “shall tender the sum of Two hundred Thousand ($200,000) Dollars to George A. Bavelis.” Doukas gave Bavelis a check forNo. 14-3067 In re Bavelis Page 5

$250,000 shortly thereafter (the extra $50,000 was relate d to another transaction between the two of them). Within one month, Baveli s had repaid the full sum to Doukas.
Although the parties had no expectation of following through on the remaining terms of these documents, Bavelis signed them because Douka s had convinced him that they were part of a complicated estate-planning scheme that Doukas would arrange on Bavelis’s behalf. Specifically, Doukas was “going to form a Neva da corporation because there were some advantages that Nevada corporations have.” Although the bankruptcy court acknowledged that this explanation seems “implausible,” it accepted Bavelis’s version of events based in large part on the fact that Bavelis “consid ered [Doukas] a friend and brothe r in whom he could place the utmost confidence and trust,” Bavelis , 490 B.R. at 276.
Prior to signing, Bavelis obt ained an oral promise from Doukas that Bavelis would not have to make any payments on the note. As Bave lis testified: “[W]hen I gave him this note for $14,000,000 I said, ‘Ted, you don’t expect me to make pa yments for this thing?’ He said, ‘No, no, no, you don’t need to make payments.’” Doukas to ld Bavelis that the note would be returned once the estate planning was finalized, but Douka s never completed Bavelis ’s estate plan.
ii. Sterling Holding stock purchase
Second, and of at least equal importance, Doukas agreed to purch ase nearly $1.5 million of stock in Sterling Holding in September 2009 (in addition to the $200,000 of stock he bought in March 2009). Doukas’s purchase came in re sponse to an August 7, 2009 letter from Bavelis to all Sterling Holding shareholde rs (including Doukas). The letter stated in relevant part as follows: Sterling Bank, like a high majority of the banks in Florida, has been coping with the troubled loans so far and a written agreement has been reached between the Bank, the Federal Reserve and the State of Florida that we must reserve additional funds for reserves and further increase our capital ratios even though we have always been in the “well capitalized” cate gory. In an effort to comply with the regulators [sic] requests a nd increase our regulatory ra tios to the unprecedented higher ratios, the Board of Director s unanimously approved raising $12,600,000 new capital, primarily from the existing shareholder[s] thr ough the end of the month, on a prorata basis at $100 per share for Class A and $80 per share of Class B and any shareholder may purchase any additional Common Shares of Class A or Class B for the same pro rata after August 31, 2009. Class A Shares are votingNo. 14-3067 In re Bavelis Page 6

and Class B shares are non-voting but the shareholder distributi ons of both classes of shares will be the same as soon as our bank begins distributing money again with the permission of our regulators whic h we hope to be sometime in a year or two. The letter was accompanied by a subscrip tion agreement, a confidential private placement memorandum (PPM), and an annual report. Like all shareholders of Sterling Holding, Doukas was sent a copy of these materials. In addition, Bavelis personally gave Doukas a copy of the PPM, and the two later discussed its cont ents. The PPM provided a “Notice to Florida Residents” stating that the securi ties had not been registered a nd that all persons purchasing the securities in Florida had a three-day right of rescission under Fla. Stat. § 517.061(11)(a)(5). Specifically, the PPM stated as follows:

THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES. ALL PE RSONS PURCHASING SHARES IN FLORIDA HEREUNDER HAVE THE RIGHT, PURSUANT TO SECTION 517.061(11)(a)(5) OF THE FL ORIDA SECURITIES AC T, TO WITHDRAW HIS SUBSCRIPTION FOR THE PURCHASE, AND RECEIVE A FULL REFUND OF ALL MONIES PAID, WITHIN THREE (3) DAYS AFTER THE EXECUTION OF THE SUBSCRIPTI ON AGREEMENT OR PAYMENT FOR THE PURCHASE HAS BEEN M ADE, WHICHEVER IS LATER. WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO SUCH PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A CERTIF IED LETTER RETURN RECEIPT REQUESTED TO THE COMPANY AT TH E ADDRESS SET FORTH IN THIS CONFIDENTIAL MEMORANDUM, INDICATING HIS INTENTION TO WITHDRAW. Although Doukas did not sign a subscription ag reement, he informed an employee at Sterling Bank during a telephone call on the morni ng of September 23, 2009 that he wished to purchase stock in Sterling Hold ing, referencing the price for the Class B shares. Around noon that day, the Sterling Bank employee, R. Moyle Fritz, sent Doukas an email confirming the substance of their conversation. Doukas re sponded and authorized the transfer.
When Doukas purchased the shares in Sept ember 2009, he requested that the issuance of a stock certificate be deferred until after he form ed a trust similar to one that had been set up by Bavelis, at which time the certific ate would be placed in the name of Doukas’s trust. The stock certificate was not issued until February 2010.No. 14-3067 In re Bavelis Page 7

On February 4, 2010, Bavelis sent Doukas a transmittal letter da ted September 23, 2009, enclosing a stock certificate al so dated September 23, for 18,309 shares of Class B stock in Sterling Holding. Doukas received the certifi cate on February 8, 2010. One week later, on February 15, 2010, Doukas sent a letter to Bavelis th at sought to reject th e certificate. In the letter, Doukas wrote that he “n ever requested any stock.” Rath er, Doukas claimed that he had sent the money as “part of the consideration fo r a Promissory Note dated June 21, 2009.” This assertion is inconsistent with se veral established facts in this cas e, including the email exchange between Doukas and Fritz on September 23, 2009.
B. Procedural background
1. Bankruptcy court proceedings
Shortly thereafter, Bavelis reached the point where he could no longer service his debts. He filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in July 2010. Bavelis then commenced this proceeding by filing a 15-count complaint against several defendants, including Doukas and Quick Capital. In Count Three of the complaint, Bavelis sought, among other things, a declar atory judgment that the Quick Ca pital note (1) fails for lack of consideration, (2) is void, (3 ) should be rescinded based on fraudulent inducement, and (4) has been fully satisfied.
Following the commencement of the adversar y proceeding, Quick Capi tal filed a proof of claim in the amount of approximately $1.7 million for “Money Loaned” (equal to Doukas’s Sterling Holding stock purchases in March an d September 2009) and later filed an amended proof of claim in the amount of $14 million plus interest (for the promissory note). No other Doukas entity filed a proof of claim against the Bavelis bankruptcy estate.
Quick Capital’s proof of claim and amended pr oof of claim were both properly filed, thus establishing a prima facie case regarding th e validity and amount of the claims. See 11 U.S.C. § 502(a); Fed. R. Bankr. P. 3001(f). At this point, the burden shifted back to Bavelis to refute Quick Capital’s allegations. See Lombardo v. Airelect, Inc. , No. 97-1586, 1998 WL 964250, at *2 (6th Cir. Dec. 29, 1998) (unpublished) (citing Wright v. Holm (In re Holm) , 931 F.2d 620, 623 (9th Cir. 1991)). The bankruptcy court construed the fo rms of relief requested in CountNo. 14-3067 In re Bavelis Page 8

Three as objections to the proof of claim pursuant to § 502(b) of the Bankruptcy Code and Rule 3007(a) of the Federal Rules of Bankruptcy Procedure. See Bavelis v. Doukas (In re Bavelis) , 453 B.R. 832, 852 (Bankr. S.D. Ohio 2011).
Bavelis subsequently filed a motion to bi furcate the Quick Capital proceeding for a hearing, which the bankruptcy court granted, se parating out Count Three of the complaint. Following the bankruptcy court’s bifurcation orde r, Quick Capital filed a motion for summary judgment. The court denied the motion with re spect to the proof-of-claim objections based on the presence of genuine disputes as to material facts, but deferred any resolution regarding the remainder of the motion.
In April 2012, the bankruptcy court conducte d a four-day evidentiary hearing. That hearing focused on the objections to the proof of claim and the ame nded proof of claim. In their proposed findings of fact, the Doukas Defendant s asked the court to find that Doukas never intended to purchase any stock in Sterling Holding; rather, th ey argued, Douka s transferred $1.7 million as part of the June 2009 agreement ente red into between Quick Capital and Bavelis. Quick Capital alternatively argu ed that, if the cour t concluded that Douka s had purchased the shares, then he has a claim against Bavelis under Florida state law re gulating the sale of securities. Under this theory, Bavelis would be personally liabl e for his participation in the allegedly unlawful stock sale pur suant to Fla. Stat. § 517.211(1).
The bankruptcy court issued its opinion in March 2013, disallow ing Quick Capital’s claim and amended claim. In its exhaustive 131-page opini on, the court found that Quick Capital’s claim predicated on the $14 million pr omissory note failed, among other reasons, for lack of consideration and because of fraudulent inducement. Furthermore, the court held that Doukas has no viable claim against Bavelis under Florida’s securities laws because “[ t]here is no evidence that the sale of securities was . . . unlawful.” Bavelis , 490 B.R. at 327. The bankruptcy court also found “Bavelis to be a much mo re credible witness than . . . Doukas.” Id. at 304.
2. BAP proceedings
The Doukas Defendants subsequently filed a timely appeal to the BAP. That appeal raised the issues of whether the bankruptcy co urt erred in (1) disallowing the claims filed byNo. 14-3067 In re Bavelis Page 9

Quick Capital, and (2) concludi ng that Doukas and his related en tities have no claims against Bavelis for violations of Fl orida’s securities laws.
In December 2013, the BAP affirmed the bankrupt cy court’s decision in its entirety. The BAP specifically held that ther e was “ample evidence” in the r ecord to support the bankruptcy court’s findings that (1) “Bavelis was fraudul ently induced to sign the promissory note and security agreement,” (2) “Bav elis’s performance under the not e was excused by failure of consideration,” and (3) “Bavelis paid in full any and all amounts he owed Appellants pursuant to the [Quick Capital] Loan Documents.” Quick Capital , 2013 WL 6672988, at *13-17. Furthermore, the BAP concluded that the bankr uptcy court did not err in determining that Doukas and his related entities have no prospectiv e claims against Bavelis for any violation of Florida’s securities laws. D oukas subsequently filed this timely appeal in January 2014.

II. DISCUSSION

A. Standard of review
This court independently reviews a decisi on of the bankruptcy court that has been appealed to the BAP. Tidewater Fin. Co. v. Curry (In re Curry) , 509 F.3d 735, 735 (6th Cir. 2007). We review de novo the bankruptcy court’s conclusions of law. Behlke v. Eisen (In re Behlke) , 358 F.3d 429, 433 (6th Cir. 2004). In this cont ext, the application or interpretation of state law is a conclusion of law reviewed de novo. In re Wengerd , 453 B.R. 243, 245 (B.A.P. 6th Cir. 2011).
The bankruptcy court’s findings of fact, in contrast, are reviewed under the clear-error standard. In re Behlke , 358 F.3d at 433. A finding of fact is deemed clearly erroneous when, “although there is evidence to support it, the reviewing court on the en tire evidence is left with the definite and firm conviction th at a mistake has been committed.” Riverview Trenton R.R. Co. v. DSC, Ltd. (In re DSC, Ltd.) , 486 F.3d 940, 944 (6th Cir. 2007) (internal citations omitted).
“Where there are two permi ssible views of the evidence, the factfinder’s choice between them cannot be clearly erroneous.” Thurman v. Yellow Freight Sys., Inc. , 90 F.3d 1160, 1166 (6th Cir. 1996) (quoting Anderson v. City of Bessemer City , 470 U.S. 564, 574 (1985)). Moreover, to the extent that a factfinder’s conc lusions rest on credibilit y determinations, thisNo. 14-3067 In re Bavelis Page 10

court has held that Rule 52 of the Federal Ru les of Civil Procedure “requires even greater deference.” Bartling v. Fruehauf Corp. , 29 F.3d 1062, 1067 (6th Cir. 1994) (citing Anderson , 470 U.S. at 575).
B. Bankruptcy court’s authorit y to adjudicate state-law claims
Doukas argues that the ba nkruptcy court “lacked consti tutional authority to enter judgment on his right of rescission of the Sterlin g Bank stock sale to him” under Article III of the United States Constitution. Specifically, Doukas c ontends that his claim here is a “noncore” matter and, therefore, the bankruptcy court lack ed the authority to enter a final judgment.

The distinction between core and noncore ma tters is fundamental to a bankruptcy court’s jurisdiction. This court has defined a core pr oceeding as one that “eith er invokes a substantive right created by federal bankruptcy law or one which could not exist outside of the bankruptcy.” Lowenbraun v. Canary (In re Lowenbraun) , 453 F.3d 314, 320 (6th Cir. 2006) (internal quotation marks omitted); see also Waldman v. Stone , 698 F.3d 910, 917-22 (6th Cir. 2012) (distinguishing between a bankruptcy court’s author ity in core versus noncore proceedings). A nonexhaustive list of examples of what constitute s a core proceeding is set forth in 28 U.S.C. § 157(b)(2). Noncore proceedings, in contrast , are those causes of action that (1) are not identified as a core proceeding under 28 U.S.C. § 157(b)(2), (2) existed prior to the filing of the bankruptcy case, (3) would continue to exist i ndependent of the provisions of Title 11 of the United States Code, and (4) are not significantly affected as a result of the filing of the bankruptcy case. Duncan v. Deutsche Nat’l Bank Trust Co. , No. 11-cv-2006, 2012 WL 4322667, at *3 (N.D. Ohio Sept. 20, 2012) (unpublished) (citing In re Walton , 104 B.R. 861, 864 (Bankr. S.D. Ohio 1988)).
Congress has granted bankruptcy judges di ffering authority depending on whether the claim is “core” or “noncore.” 28 U.S.C. § 157. In core proceedings, a bankruptcy judge “may enter appropriate orders and judg ments” subject to appellate re view by the district court.
Id. § 157(b)(1). In noncore proceedings, on the ot her hand, the bankruptcy judge “shall submit proposed findings of fact and conc lusions of law to the district court, and any final order or judgment shall be entered by the district judge after . . . reviewing de novo” the objections of either party. Id. § 157(c)(1).No. 14-3067 In re Bavelis Page 11

But parties may waive this limitation on th e bankruptcy court’s pow er to adjudicate noncore matters. To that end, the Bankruptcy C ode expressly provides th at bankruptcy courts may enter final judgments in noncore proceedings “with the consent of a ll the parties to the proceeding.” 28 U.S.C. § 157(c)(2). The bankr uptcy court here found that “Count Three is a core proceeding even to the extent that it is pr edicated on the state-law based objections to the Quick Capital Proof of Claim.” Bavelis , 453 B.R. at 855. We agree that the bankruptcy court reached the proper conclusion.
As mentioned above, § 157(b)(2) sets forth a nonexhaustive list of core proceedings. Count Three, which the bankruptcy court construed as an objection to Quick Capital’s proof of claim, falls under at least two of the exampl es on that list: (1) the objection involves the “allowance or disallowance of claims against the estate,” see 28 U.S.C. § 157(b)(2)(B); see also Bottcher v. Emigrant Mortg. Co., Inc. (In re Bottcher) , 441 B.R. 1, 3 (Bankr. D. Mass. 2010) (“Although all the plaintiff’s cause s of action are based on state la w, most of them effectively serve as objections . . . to the defendant’s proof of claim . . . . Thus, the relief requested . . . fall[s] foursquare within the co re jurisdiction of this Court . . . under 28 U.S.C. 157(b)(2)(B) . . . .”); and (2) the resolution of the objec tion affects the adjustment of the debtor-creditor relationship under 28 U.S.C. § 157(b)(2)(O).
In his reply, Doukas attempts to characterize the issues he re as noncore state-law issues, pointing to (1) the importance of th e Florida securities laws to th e resolution of Count Three, and (2) the bankruptcy court’s finding that “the State Law Counts are based entirely on state law, and the court has only related-to ju risdiction over them.” But this argument is misguided. The bankruptcy court’s reference to “the State Law Counts” has no application to Count Three because the bankruptcy court explicitly distingui shed Count Three from “the State Law Counts” ( see, e.g. , Count Five, which alleges tortious interf erence, and Count Thirteen, which alleges civil conspiracy). Bavelis , 453 B.R. at 855-56.
Although Florida law affects th e resolution of each count in Bavelis’s complaint, the bankruptcy court’s decision to tr eat Count Three differently wa s appropriate. The state-law counts and Count Three are dissimilar in that th e former (1) are not identified under 28 U.S.C. §§ 157(b)(2)(B)-(N), (2) existed prior to the filing of the bankruptcy case, (3) would continue toNo. 14-3067 In re Bavelis Page 12

exist independent of the provisi ons of Title 11 of the United States Code, and (4) are not significantly affected by the filing of the bankruptcy case. See Nationwide Roofing & Sheet Metal, Inc. v. Cincinnati Ins. Co. (In re Nationwide Roofing & Sheet Metal, Inc.) , 130 B.R. 768, 774-75 (Bankr. S.D. Ohio 1991) (utilizing the above factors to distingui sh between core and noncore proceedings). In contrast, Count Three wa s construed as an objection to Quick Capital’s proof of claim and, therefore, involves the “all owance or disallowance of claims against the
estate.” See 28 U.S.C. § 157(b)(2)(B). Count Three, in other words, is in the nature of an affirmative defense to Doukas’s proof of clai m, not an independent cause of action. The bankruptcy court thus did not err in deeming Count Three a core proc eeding while finding the remaining state-law claims to be noncore.
Furthermore, Doukas’s noncore argument is without merit due to the invited-error doctrine. “The doctrine of ‘invite d error’ refers to the principle that a party may not complain on appeal of errors that he himself invite d or provoked the court . . . to commit.” Harvis v. Roadway Express Inc. , 923 F.2d 59, 60-61 (6th Cir. 1991). This circuit has referred to the doctrine as “a cardinal rule of appellate review,” and federal appellate c ourts have applied the doctrine to a “wide range of conduct.” Fryman v. Fed. Crop Ins. Corp. , 936 F.2d 244, 249 (6th Cir. 1991) (quoting Harvis , 923 F.2d at 60) (internal quotation marks omitted)).
In this case, Doukas invite d the alleged error by seeking a ruling from the bankruptcy court regarding Bavelis’s legal obligations under Florida law. As the BAP aptly put it: “By inviting the bankruptcy court to rule on this issue, . . . Doukas cannot now complain that the bankruptcy court erred in ruling

. ” Quick Capital , 2013 WL 6672988, at *18.
C. Due-process violation
Doukas next argues that the bankruptcy cour t’s decision violates his due-process rights because he claims that “he never had the opportuni ty to have his day in court” regarding his Florida securities-law claim. Specifically, Doukas argues that the procee dings in the bankruptcy court were insufficient because “t he ‘trial’ was limited in what th e court would consider or allow into evidence.” But this is the first time that Doukas has raised such an argument in any of the relevant proceedings. Regardless of the merits , Doukas has forfeited hi s due-process challenge by failing to bring the issue before either of the courts below. See Scottsdale Ins. Co. v. Flowers ,No. 14-3067 In re Bavelis Page 13

513 F.3d 546, 552 (6th Cir. 2008) (“[A]n argument not raised before the district court is waived on appeal to this Court.”).

D. Florida securities-law claim
Given that Doukas has properl y challenged the bankruptcy c ourt’s ruling on Count Three, we must now review the merits of that issue. Doukas contends th at the bankruptcy court erred in two respects: (1) by finding that the Sterling Holding stock sale was exempt from Florida’s registration requirements, and (2) by concluding that Doukas’s attempt to rescind the purchase was untimely.
1. Exemption from Florida’ s registration requirements

The Florida Securities and Inve stor Protection Act, codified in Chapter 517 of the Florida Statutes, was designed to protect investors from deceitful practices related to the sale of securities. Edwards v. Trulis, 212 So. 2d 893, 895 (Fla. Dist. Ct. App. 1968). Several subsections of Chapter 517 are relevant he re. Section 517.07 lays out the registration requirements for the sale of securities, while § 517.061 exempts certain s ecurities from those requirements. If a security does not fall under one of the exemptions of § 517.061, the sale of that security is unlawful unless it has been registered. Fla. St at. § 517.07. Unlawful sales trigger the remedies set forth in § 517.211. One of those remedies is that “[e]ach person . . . [who] has personally participated or aided in making the sale . . . is jointly and severally liable to the purchaser in an action for resc ission.” Fla. Stat. § 517.211(1).
One exemption in particular—§ 517.061(11)—i s relevant to the analysis here:
The registration provisions of § 517.07 do not apply to any of the following transactions . . . . (11) (a) The offer or sale, by or on behalf of an issuer, of its own securities, which offer or sale is part of an offering ma de in accordance with all of the following conditions: 1. There are no more than 35 purch asers, or the issuer reasonably believes that there are no more than 35 purchasers, of the securities of the issuer in this state during an offering made in reliance upon this subsection or, if such offering continues for a period in excess of 12 months, in any consecutive 12-month period.No. 14-3067 In re Bavelis Page 14

2. Neither the issuer nor any pers on acting on behalf of the issuer offers or sells securities pursuan t to this subsection by means of any form of general soli citation or general advert ising in this state. 3. Prior to the sale, each purchaser or the purchaser’s representative, if any, is provided with, or given r easonable access to, full and fair disclosure of all material information. 4. No person defined as a “deale r” in this chapter is paid a commission or compensation for the sale of the issuer’s securities unless such person is registered as a dealer under this chapter. 5. When sales are made to five or more persons in this state, any sale in this state made pursuant to this subsection is voidable by the purchaser in such sale either within 3 days after the first tender of consideration is made by such purch aser to the issuer, an agent of the issuer, or an escrow agent or within 3 days after the availability of that privilege is communicated to such purchaser, whichever occurs later. Fla. Stat. § 517.061(11)(a)(1)-(5).
As the statutory text makes clear, an offer or sale must meet all five of the above conditions in order to trigger the exemption. Doukas does not dispute the applicability of subsections 1, 2, and 4 to the stock transaction here , but he argues that the sale failed to satisfy subsections 3 and 5. Specificall y, he argues that Bavelis faile d to provide “full and fair disclosure of all material information” in vi olation of subsection 3, and that the PPM did not comply with subsection 5’ s rescission provision.
i. Disclosure of material information
Doukas argues that the condition of § 517.061(11)(a)(3) was not satisfied because he “was not provided information concerning (a) Ster ling Holding’s financial status, (b) its stock sales, or (c) the FDIC report on the gross negligence of the Sterling Board of Directors.” Furthermore, Doukas alleges that the PPM “contai ned misrepresentations concerning the dollar amount of the shares of stock already subscrib ed for by the officers and directors of Sterling Bank and Sterling Holding.” The PPM stated that Sterling Holding sought to raise $12,600,000 and that “Management believes that the current Board of Directors . . . and employees of the Bank intend to subscribe for a collective total of approximately $7,000,000 of this offering.” According to Doukas, however, “[ t]he largest, and pe rhaps, other than th e alleged One MillionNo. 14-3067 In re Bavelis Page 15

Dollars ($1,000,000.00) in stock s ubscribed for by Bavelis, th e only person who purchased Sterling Holding stock was Doukas.”
Despite Doukas’s protests to the contrary, the record in this case establishes that he was “provided with, or given access to, full and fair disc losure of all material information” related to the transaction as required by Florida law. St erling Holding’s disclosures were comprehensive enough to outweigh any suggestion by Doukas that mate rial information was withheld from him. The record shows that several documents supplied Doukas with the pertinent information: (1) the August 7, 2009 letter from Bavelis, (2) a subscr iption agreement, (3) the PPM prepared by Sterling Holding, and (4) an annual report. The letter from Bavelis acknowledges that while Sterling Bank “has been coping with the troubled loans so far,” it “must reserve additional funds for reserves.” The PPM, meanwhile, included aud ited financial statements, disclosures regarding the bank’s regulatory issues, an d an agreement between the bank, the Federal Reserve, and state regulators regarding the need for the bank to secure additional fi nancial reserves.
In addition to these written notifications, Ba velis testified that both he and his wife warned Doukas of the significant issues faci ng the bank. The BAP further noted that “any confusion regarding the disclosures regarding how much stock had been sold or was committed to being purchased could have easily been dete rmined. Mr. Doukas had ex tensive information in hand and nearly unlimited access to additional information from Mr. Bavelis.” Quick Capital , 2013 WL 6672988, at *22.
In light of these facts, the bankruptcy c ourt did not err in concluding that Doukas had been provided with a full and fair disclosure of all material information. The requirement of § 517.061(11)(a)(3) was thus satisfied.
ii. Doukas’s right to rescission
Doukas also argues that the PPM failed to properly notify Doukas of his rescission rights, in violation of § 517.061(11 )(a)(5). This contenti on too is unavailing.
Section 517.061(11)(a)(5) requires a three- day right of rescission for securities purchasers. Doukas argues that the PPM here does not satisfy th e requirement of subsection 5 as interpreted by Barnebey v. E.F. Hutton & Co. , 715 F. Supp. 1512 (M.D. Fla. 1989). InNo. 14-3067 In re Bavelis Page 16

Barnebey , the rescission provision provided as follows : “If five or more residents of Florida subscribe for Units, each subscription will be voidab le by each Florida subscriber within 3 days after submission of his Subscription Ag reement to the General Partner.” Id. at 1530. The subscribers were instructed to mail the subscrip tion agreement to a third party who, in turn, was responsible for seeing that the general partner r eceived the agreement. Thus, the subscribers in Barnebey had no way of knowing when the agreement was actually submitted to the general partner, which was the event that trigge red the three-day re scission period.
This provision, according to the court in Barnebey , failed to comply with § 517.061(11)(a)(5). The court’s reasoning focused on th e fact that “the statute allows that the time for voiding a purchase run from either the firs t notice of the privilege or the first tender of consideration,” both of which are events known to the purchaser. Id. at 1531. Barnebey thus stands for the proposition that th e intent of subsection 5 “is to provide purchasers with a fixed event from which to calculate the time availa ble for voiding a purchas e under the statute.” See Moecker v. Antoine , 845 So. 2d 904, 908 (Fla. Dist. Ct. App. 2003). Contrary to this principle, the rescission period at issue in Barnebey was triggered by an event that was “not one which a plaintiff would necessarily be aware of until after the fact.” Barnebey , 715 F. Supp. at 1531

. Despite Doukas’s assertion, the rescission provision in the Sterling Holding PPM is consonant with the statutor y scheme as interpreted by Barnebey . The PPM states in relevant part as follows:

ALL PERSONS PURCHASING SHARES IN FLORIDA HEREUNDER HAVE THE RIGHT, PURSUANT TO SECTION 517.061(11)(a)(5) OF THE FLORIDA SECURITIES ACT, TO WITHDR AW HIS SUBSCRIPTION FOR THE PURCHASE, AND RECEIVE A FULL REFUND OF ALL MONIES PAID, WITHIN THREE (3) DAYS AFTER THE EXECUTION OF THE SUBSCRIPTION AGREEMENT OR PA YMENT FOR THE PURCHASE HAS BEEN MADE, WHICHEVER IS LATER. The problematic provision in Barnebey failed to put subscribers on notice as to when the rescission clock began to run. No such flaw exists in the rescis sion provision here. Purchasers are clearly notified that the th ree-day rescission period commenc es on the later of two dates: (1) when the agreement is executed, or (2) when payment for the purchase is made, whichever is later. Doukas, like othe rs who purchased the Sterling Holdi ng stock, was therefore given a fixedNo. 14-3067 In re Bavelis Page 17

event from which to calculate the time available for rescission. As a result, the tr ansaction here complied with § 517.061(11)(a)(5).
Because Doukas’s purchase of the Sterling Ho lding stock complied with each of the five conditions of § 517.061(11)(a), that sale was ex empt from the registration requirements of § 517.07. The sale was therefore lawful.
2. Timely rescission by Doukas
Doukas finally contends that, even if the stock transaction was lawful under Florida’s securities laws, the bankruptcy court “did not co rrectly apply Florida law when it concluded that Doukas’ recession [sic] was not ti mely.” Although Doukas couches this argument as alleging a violation of Florida’s securities laws, it is, in reality, a contractual clai m based on the terms of the PPM.
As discussed above, Florida la w guarantees its residents the ri ght to rescind the purchase of exempt securities for three days after either receiving notice of the right to rescind or after the tender of consideration, whichever is later. Doukas received notice of the right to rescind via the PPM that he was sent on Sept ember 7, 2009, and he tendered consideration on September 23, 2009. Accordingly, under Florida law, Doukas’s ri ght of rescission as gua ranteed by state law lapsed on September 26, 2009, long before his attempt to reject the Sterling Holding stock certificate in February 2010. Any claim of rescission that Doukas may have had therefore cannot rest on Florida’s securities laws.
The Sterling Holding PPM, however, granted purchasers additional rescission rights. Specifically, it allowed Florida residents to rescind within three days from either the date of the stock purchase or the date th e subscription agreement was executed, whichever came later. Doukas contends that because he never executed the subscription agreement, his rescission rights had not commenced (let alone expired) prior to his attempt to void the sale in February 2010.

Such a contractual claim is w ithout merit. As Bavelis correctly points out, he was not a party to Doukas’s agreement to purchase the Sterling Holding stock. That agreement was between Sterling Holding and Douk as. Although the Florida Securi ties and Investor Protection Act would have created personal liability for Ba velis had the securities transaction here beenNo. 14-3067 In re Bavelis Page 18

unlawful (which it was not per the above discu ssion), no such liability extends to Bavelis for Doukas’s contractual claim under the PPM. D oukas is therefore unable to enforce his contractual rights against Bavelis , a nonparty to the contract in question. And even if Doukas could assert such a claim against the Bavelis bankr uptcy estate, he failed to do so in a timely manner by failing to file a proof of claim prior to the November 24, 2010 claims-bar deadline established in the main bankruptcy case.

III. CONCLUSION
For all the reasons set forth above, we AFFIRM the judgment of the BAP.