### IN THE UNITED STATES COURT OF APPEALS FOR THE FIFTH CIRCUIT

No. 18

- 10051

In the Matter of: LIFE PARTNERS HOLDINGS, INCORPORATED

Debtor.

---------------------
ALAN M. JACOBS, As Trustee for Life Partners Creditors' Trust; LIFE PARTNERS CREDITORS' TRUST,

Appellants,

v.

ROOT HOSPITALITY SOLUTIONS, L.L.C.; JOHN CROOKS; K'S MARKETING, INCORPORATED; MICHAEL MISHLER; REBECCA TEEL,TENA WILSON, A ROGER O. WHITLEY GROUP, INCORPORATED, A SILVER LINING, L.L.C., A.D. VALLETT ; COMPANY, L.L.C., ADAM BURCH, ADAMS LIFE BROKERAGE, L.L. C., ALETHEA BUSBY, AML PARTNERS, L.L.C., ANDREW WALVOORD, ANDY HINES, ANDY L. MCJOHNSTON, ANNUI CORP SERVICES, INCORPORATED, ANTHONY ALLEN, BAAPLIFE1

- 2013, L.L.C., BAAPLIFE2

- 2014, L.L.C., BRAZOS LIFE SETTLEMENT FUND, BRIAN H. O'NEILL, CAPERTON ENTERPRISES, INCORPORATED, CHARLES PETERS, CINDY BULLOCH, COASTAL EQUITIES, INCORPORATED, CRAIG WEAR FINANCIAL GROUP, L.L.C., CRIMSON FUND

- 1, L.L.C., DAVID NORCOM, DOUGLAS WALL, DUB HUCKABEE, FUTURE PLANNING, INCORPORATED, G. STEVEN WILLIAMS, GAIN PLAN FINANCIAL, L.L. C., GARY BROSSEIT, GBENGA ASEDEKO, GO FINANCIAL SERVICES, INCORPORATED, HEALTH INSURE MANAGEMENT, INCORPORATED, HOMER H. STOUT, INTERNET ACES CORPORATION, JACK M. PAUSMAN, JOE MARTINEZ, JOHN C. COVEY SR., JOHN D. JONES, JOHN HARPER, KEN MARKO, KEVIN JONES, LINDA HARPER, WINDFALL DEVELOPMENT, INCORPORATED, WILLIAM V. MOZEK JR., MARK J. SMITH, MATHESON SERVICES, L.L.C., MATTHEW PASHBY, MDH INTERESTS, L.L.C., MICHAEL DAVIS, MICHAEL EASTHAM, MONTCLAIR PROPERTIES, INCORPORATED, PERSONAL FINANCIAL ADVISORS, United States Court of Appeals Fifth Circuit 

### FILED June 3, 2019 Lyle W. Cayce Clerk Case: 18-10051 Document: 00514979819 Page: 1 Date Filed: 06/03/2019No. 18

- 10051

2 INCOR PORATED, PHANTOM CONSULTING, L.L.C., TOM GRACE, TIMOTHY JOYCE, TIM MCGUIRE, TODD SHEVLIN, TIMOTHY TURBEVILLE, ULTIMATE WEALTHCARE, INCORPORATED, SHARON ADAMS, ROGER LANE, R. E. BRANCH, M.D.

Appellees.

________________________________ ________________________________________ In the Matter of: LPI FINANCIAL SERVICES, INCORPORATED

Debtor.

---------------------
ALAN M. JACOBS, As Trustee for Life Partners Creditors' Trust; LIFE PARTNERS CREDITORS' TRUST,

Appellants,

v.

BAGBY INVESTMENTS, L.P.

Appellee.

________________________________________________________________________ In the Matter of: LPI FINANCIAL SERVICES, INCORPORATED

D ebtor.

---------------------
ALAN M. JACOBS, As Trustee for Life Partners Creditors' Trust; LIFE PARTNERS CREDITORS' TRUST,

Appellants,

v.

STACEY MUNDERLOH

Appellee.

________________________________________________________________________ Case: 18-10051 Document: 00514979819 Page: 2 Date Filed: 06/03/2019No. 18

- 10051

3 In the Matter of: LPI FINANCIAL SERVICES, INCORPORATED

Debtor

.

---------------------
ALAN M. JACOBS, As Trustee for Life Partners Creditors' Trust; LIFE PARTNERS CRE DITORS' TRUST,

Appellants

,

v.

TOBER ASSOCIATES, INCORPORATED

Appellee

.

Appeal from the United States District Court for the Northern District of Texas USDC No . 4:16

- CV

- 300 USDC No

. 4:17

- CV

- 109 USDC No

. 4:17

- CV

- 1 1 0 USDC No

. 4:17

- CV

- 111

Before ELROD, HIGGINSON, and ENGELHARDT, Circuit Judges

. JENNIFER WALKER ELROD, Circuit Judge : *

This case is one of five related adversary proceedings arising out of the
Chapter 11 bankruptcies of Life Partners Holdings , Inc. ; Life Partners, Inc.
(LPI); and LPI Financial Services (collectively, the “LP Entities”) , in which the

Life Partners Creditors’ Trust a sserts claims against various groups of LP

* Pursuant to 5 TH C IR . R. 47.5, the court has determined that this opinion should not be published and is not precedent except under the limited circumstances set forth in 5 TH C IR . R. 47.5.4. Case: 18-10051 Document: 00514979819 Page: 3 Date Filed: 06/03/2019No. 18

- 10051

4 Entities Licensees. We described the factual background and much of the
relevant procedural history in our recent opinion in Life Partners Creditors’
Trust v. Cowley , No. 17

- 11477 (5th Cir. May 31 , 2019). We not e one procedural
difference that is material to the disposition of Count 11 in Creditors’ Trust’s
pleadings: unlike in Cowley , Creditors’ Trust sought leave to amend Count 11
in a written motion before the district court’s judgment of dismissal. Thus, the
Federal Rule of Civil Procedure 59(e) standard does not apply to that claim,
and the proposed amended complaint demonstrates that repleading would not
have been futile. The district court therefore abused its discretion in declining
to grant leave to ame nd Count 11. See Brown v. Taylor , 911 F.3d 235, 247 (5th
Cir. 2018) (district court abused its discretion in denying leave to amend where
plaintiff offered a proposed amendment that would not be futile and had not
repeatedly failed to cure deficiencies).
Beyond the above distinction, the arguments before the court in this case
are substantially the same as those in Cowley , and the live pleadings are
parallel in all important respects. Accordingly, we AFFIRM the district court’s
judgment of dismissal as to Counts 5, 8, and 12. However, we REVERSE the

dismissal of Counts 1

– 4, 1 6, 9, 10, and 1 1 and REMAND them for further
proceedings consistent with this opinion.

1 As in Cowley , we affirm the district court’s dismissal of Count 2 only as to transf ers from Life Partners Holdings that occurred before January 20, 2011, and transfers from LPI and LPI Financial Services that occurred before May 19, 2011. We also affirm the district court’s dismissal of Counts 3 and 4 only as to transfers made by Life P artners Holdings before January 20, 2013, and transfers made by LPI and LPI Financial Services before May 19, 2013. Case: 18-10051 Document: 00514979819 Page: 4 Date Filed: 06/03/2019