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

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No. 18-10051

2

INCORPORATED, 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

 Debtor.

---------------------

ALAN M. JACOBS, As Trustee for Life Partners Creditors' Trust; LIFE 

PARTNERS CREDITORS' TRUST, 

 Appellants,

v.

STACEY MUNDERLOH

 Appellee.

________________________________________________________________________

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No. 18-10051

3

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.

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-110

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 asserts claims against various groups of LP 

 

* Pursuant to 5TH CIR. 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 5TH 

CIR. R. 47.5.4.

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No. 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 note 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 amend 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 11 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 transfers 

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 Partners Holdings before 

January 20, 2013, and transfers made by LPI and LPI Financial Services before May 19, 

2013.

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