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FILED

AUG 08 2016

SUSAN M. SPRAUL, CLERK

U.S. BKCY. APP. PANEL

OF THE NINTH CIRCUIT

NOT FOR PUBLICATION

UNITED STATES BANKRUPTCY APPELLATE PANEL

OF THE NINTH CIRCUIT

In re: ) BAP No. CC-15-1216-FDKu

)

SoCAL SLEEP CENTERS, LLC, ) Bk. No. 2:14-bk-28581-NB

)

Debtor. )

_____________________________ )

)

MAUREEN JAROSCAK, )

)

Appellant, )

)

v. ) MEMORANDUM*

)

ARCADIA HUB HOLDINGS 3, LLC; )

UNITED STATES TRUSTEE, )

)

Appellees.** )

______________________________)

Argued and Submitted on July 28, 2016

at Pasadena, California

Filed – August 8, 2016

Appeal from the United States Bankruptcy Court

for the Central District of California

Honorable Neil W. Bason, Bankruptcy Judge, Presiding

 

Appearances: Robert Rice argued for Appellant Maureen Jaroscak;

Sumi Sakata argued for Appellee United States

Trustee.

 

Before: FARIS, DUNN, and KURTZ, Bankruptcy Judges.

* This disposition is not appropriate for publication. 

Although it may be cited for whatever persuasive value it may

have, see Fed. R. App. P. 32.1, it has no precedential value, see

9th Cir. BAP Rule 8024-1.

** Arcadia Hub Holdings 3, LLC did not file an answering

brief or otherwise participate in this appeal.
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INTRODUCTION

Appellant Maureen Jaroscak appeals the bankruptcy court’s

imposition of sanctions against her for her conduct while she

represented debtor SoCal Sleep Centers, LLC in its chapter 111

case. Ms. Jaroscak argues that she did not make any false

statements or mislead the court. She contends that the court

erred by sanctioning her, rather than her client, and refusing to

amend its order (pursuant to the parties’ stipulation) to

sanction her client, rather than her.

Ms. Jaroscak’s arguments on appeal are all meritless, and

some are frivolous. Accordingly, we AFFIRM.

FACTUAL BACKGROUND

A. The unlawful detainer action

Arcadia Hub Holdings 3, LLC (“Arcadia Hub”) owned commercial

real property in Beverly Hills, California. Arcadia Hub’s

tenant, Beverly Hills Surgery Center, allegedly subleased some or

all of the premises to SoCal Sleep Centers2 without Arcadia Hub’s

knowledge. 

In or around July 2014, Arcadia Hub began eviction

proceedings in California Superior Court against Beverly Hills

Surgery Center and filed an unlawful detainer action. 

Ms. Jaroscak, who is an attorney licensed to practice in

1 Unless specified otherwise, all chapter and section

references are to the Bankruptcy Code, 11 U.S.C. §§ 101-1532, all

“Rule” references are to the Federal Rules of Bankruptcy

Procedure, Rules 1001-9037, and all “Civil Rule” references are

to the Federal Rules of Civil Procedure, Rules 1-86.

2 SoCal Sleep Centers is allegedly a sleep clinic that

diagnosed sleep abnormalities.

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California, represented SoCal Sleep Centers.3 She signed a

“Prejudgment Claim of Right of Possession” on behalf of SoCal

Sleep Centers, in which she claimed that SoCal Sleep Centers

occupied the premises when the unlawful detainer complaint was

filed and had continued to occupy the premises ever since.

Inexplicably, Ms. Jaroscak also signed SoCal Sleep Centers’

answer to the complaint, which took the opposite position.

According to the answer, SoCal Sleep Centers “has tendered

possession and keys to the premises to plaintiff. Possession is

no longer an issue in the proceeding and no complaint for

unlawful detainer may be brought against the defendants.”4

The superior court later struck SoCal Sleep Centers’

prejudgment claim of right of possession as improperly executed. 

It entered judgment for possession and unpaid rent in favor of

Arcadia Hub and against Beverly Hills Surgery Center.

B. SoCal Sleep Centers’ chapter 11 bankruptcy

On September 30, 2014, SoCal Sleep Centers filed a

chapter 11 bankruptcy petition. Ms. Jaroscak was listed as its

attorney of record.

3 Arcadia Hub alleged that Ms. Jaroscak also represented

Beverly Hills Surgery Center.

4 Ms. Jaroscak claims that this admission is a typo. She

asserts that it should have read, “Defendant has not tendered

possession . . . .” (Emphasis added.) This assertion is not

credible. The very next sentence of the answer says that

“[p]ossession is no longer an issue in this proceeding . . . .” 

The “correction” would make the answer internally and patently

inconsistent.

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1. SoCal Sleep Centers’ schedules

SoCal Sleep Centers’ bankruptcy filings were woefully

deficient. Among other things, Ms. Jaroscak did not file a

retention application5 or disclosure of compensation, and she did

not file any “first day motions” which are almost always

necessary in a chapter 11 case. 

SoCal Sleep Centers sought an extension to file its

schedules and statement of financial affairs in a motion filed on

October 14, 2014, the day those documents were due. SoCal Sleep

Centers’ manager, Mr. Oxman, submitted a declaration that SoCal

Sleep Centers had been unable to submit its schedules, because,

as a result of the landlord’s unlawful detainer action and

intimidation, “[a]ccess to debtor’s business records to

adequately complete the schedules has been severely impaired

. . . .”

The bankruptcy court granted SoCal Sleep Centers an

extension to file its schedules. SoCal Sleep Centers never filed

the required schedules and statements.

2. Ms. Jaroscak’s conflicting statements

Arcadia Hub filed a motion for relief from the automatic

stay (“Motion for Relief”). It argued (among other things) that

5 This was a serious omission. A person filing a retention

application must disclose “all of the person’s connections with

the debtor,” Rule 2015(a), so the court can evaluate whether the

person is a “disinterested person,” § 101(14), and “does not hold

or represent an interest adverse to the estate,” § 327(a). It

was later revealed that Ms. Jaroscak’s husband, Brian Oxman, is a

manager of SoCal Sleep Centers. (Mr. Oxman was also

Ms. Jaroscak’s law partner until he was disbarred for

misconduct.) Ms. Jaroscak should have disclosed these facts at

the very inception of the chapter 11 case.

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SoCal Sleep Centers had filed its bankruptcy petition in bad

faith. Additionally, Arcadia Hub stated that it believed that

SoCal Sleep Centers’ suite “is effectively empty and that no

personal property is located therein. . . . [N]o business has

been conducted . . . for over one year since Tenants’

‘l-800-GET-THIN’ marketing program was shut down by governmental

investigators.” 

SoCal Sleep Centers opposed the Motion for Relief. 

Ms. Jaroscak submitted a declaration in support of the opposition

in which she stated (among other things) that SoCal Sleep Centers

was able to cure the rent arrearage and had tendered payment to

Arcadia Hub. She said that SoCal Sleep Centers had not abandoned

the property and attested that “SoCal Sleep Centers has sleep

study equipment, computers, files, and reception area equipment

and supplies on the premises and I have seen such equipment and

fixtures. . . . SoCal Sleep Centers still maintains a presence

at the medical suite.” She further stated that “SoCal Sleep

Centers operates out of that location.”

On October 28, 2014, the same day that SoCal Sleep Centers

filed its opposition to the Motion for Relief, the court held a

status conference. Counsel for Arcadia Hub and the Office of the

United States Trustee (“U.S. Trustee”) informed the court that

SoCal Sleep Centers had not filed many of the required documents,

communicated with the U.S. Trustee, or appeared for its initial

interview and § 341 meeting. They argued that the bankruptcy

petition was filed in bad faith. Arcadia Hub represented that

“[t]he premises have, in fact, been vacant for approximately a

year. There is no business being conducted in the premises, and

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has not been for approximately a year.” Ms. Jaroscak responded

that “we are still there. There are still files there. There is

furniture there. There are computers there.” She stated that

“[t]he debtor is not insolvent.” 

The court expressed concern that SoCal Sleep Centers had not

filed first day motions that would have addressed issues such as

cash collateral, utilities, and payroll. The court required

SoCal Sleep Centers to file an “extensive” status report, warning

that it “may well have to dismiss the case . . . if there aren’t

some really good answers.”

The very next day, SoCal Sleep Centers filed a motion to

dismiss its chapter 11 case (“Motion to Dismiss”). It gave two

reasons for requesting dismissal: (1) it was unable to comply

with the court’s filing requirements, since it “does not have

access to its books, records, software, or files, to facilitate

compliance with Chapter 11 filing requirements due to a

government seizure of books and records on June 3, 2014[;]” and

(2) it “does not have sufficient information to formulate a

workable Chapter 11 plan within the next several months. The

absence of its records and papers makes it impossible to complete

this task.” (Previously, SoCal Sleep Centers had blamed Arcadia

Hub, not the federal government, for blocking access to its

records.)

In support of the Motion to Dismiss, Ms. Jaroscak attested: 

3. On June 3, 2014, the United States Attorneys’

Office, including a task force of several government

agencies, conducted a raid of several locations

occupied by Beverly Hills Surgery Center, LLC,

including [SoCal Sleep Centers’ suite]. I was

personally present at the time of the raid.

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4. As a result of the raid, business files,

computers, software, patient records, and all records

belonging to . . . SoCal Sleep Centers, LLC, were

seized by the government and to date, have not been

returned. The raid effectively put all of the

occupants . . . out of business. . . .

5. While requests to the federal government for

return of some of the materials have been made by the

other defendants, nothing of any substance has been

returned by the government. The other occupants at

9001 Wilshire, including SoCal Sleep Centers, LLC, have

been unable to continue in their business operations. 

Without access to books, records, and billing

information, no billing can be sent and no revenue has

been received since June 4, 2014. The money which

SoCal Sleep Centers has offered to pay the landlord

[has] come from the other occupants, and SoCal Sleep

Centers has no assets or funds available.6

6. . . . . SoCal Sleep Centers, LLC does not have

access to their records to effectively comply with the

US Trustee requirements, to make the motions required

of it to be in compliance with Chapter 1l statutes and

local rules, and to formulate a workable Chapter 11

Reorganization Plan.

(Emphases added.)

C. Hearings on the Motion for Relief and Motion to Dismiss

The court held hearings on the Motion for Relief and Motion

to Dismiss. Inexplicably, SoCal Sleep Centers did not appear at

the hearing on the Motion for Relief, so the court granted the

motion, terminating the automatic stay retroactively as of the

petition date.

Ms. Jaroscak did appear at the hearing on the Motion to

Dismiss and continued status conference. The court dismissed the

6 Ms. Jaroscak claims that this admission is another

unfortunate typo; she claims that she meant to say that SoCal

Sleep Centers had “no other assets or funds available.” 

(Emphasis added.) This is not plausible. Adding the word

“other” would make the sentence absurd, because there is nothing

in the paragraph to which “other” might refer.

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case on its own motion with a 180-day bar on refiling and denied

the Motion to Dismiss as moot. The court stated that it had

“some real concerns about how the case commenced and how things

progressed.” The court contemplated issuing an order to show

cause why SoCal Sleep Centers or Ms. Jaroscak should not be

sanctioned: “it’s a real concern to me that giving some leeway to

the debtor for additional time to file schedules, giving some

leeway to the debtor to be able to establish why relief from the

automatic stay shouldn’t be granted, continuing the hearing on

that, and then it all turns out, ‘Oh, never mind. None of that

was really true.’”

Ms. Jaroscak defended her previous statements by saying

that, at the time SoCal Sleep Centers filed its petition, it

believed that it “would be able to put [itself] together and move

forward.” She stated that, after meeting with her client

following the status conference, “it became apparent to me that

my client was not going to be able to do that. They did not have

the records. More importantly, when I enlightened them about the

fact that if they were going to stay in the space that they were

in, that they were going to have to continue to pay the current

rent, which is approximately $25,000 a month, there is absolutely

no way at this point that they could do that.”7 As for the

7 This statement is troubling for at least two reasons. 

First, contrary to the implication of Ms. Jaroscak’s statements,

SoCal Sleep Centers knew that it had to pay rent; in response to

Arcadia Hub’s Motion for Relief, it had assured the court that it

could and would cure the delinquent rent. Second, any competent

attorney for a chapter 11 debtor in possession would have

“enlightened” the debtor about the need to pay post-petition rent

(continued...)

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status of the business, Ms. Jaroscak stated that “[a]s far as the

business going there, there is furniture there. There is some

artwork there. There have been some other things there. I was

there yesterday. They are not, at this point, effectively doing

a business there.”

D. The OSC

In response to the U.S. Trustee’s request for sanctions and

initiation of disciplinary proceedings against Ms. Jaroscak

(“Request for Sanctions”), the court issued its order to show

cause (the “OSC”) why Ms. Jaroscak should not be sanctioned or

referred to the state’s disciplinary board.

In response to the OSC, Ms. Jaroscak argued that she did not

mislead the court and her statements “were essentially true,

despite apparent inconsistencies.”

First, regarding SoCal Sleep Centers’ access to its

documents (and ability to file schedules), Ms. Jaroscak argued

that she did not conceal or lie about the government’s seizure of

SoCal Sleep Centers’ records and that “there is no absolute need

for Jaroscak to tell the court all of the reasons for why Debtor

was having trouble getting access to documents,” and that she was

entitled to “exercis[e] her discretion” in presenting her

client’s case to the court. (Emphasis added.) “Jaroscak’s

decision to withhold this information was then merely an attorney

deciding how much to tell the Court and when.” Also, she claimed

(for the first time) that SoCal Sleep Centers was “in the process

7(...continued)

even before filing the petition because § 365(b)(3) requires the

debtor in possession to do exactly that.

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of trying to reconstruct its records.”

Second, regarding the status of SoCal Sleep Centers’

operations, Ms. Jaroscak argued that she had correctly informed

the court that SoCal Sleep Centers “was attempting to maintain an

active business even in the face of the loss of most of its most

critical documents and records . . . .” She stated that,

“although Debtor and other occupants moved certain equipment out

of the Suite 106 during October, Debtor continued to try to

maintain an active presence at Suite 106.”

Prior to the hearing on the OSC, the court issued a

tentative ruling wherein it indicated that it was inclined to

sanction Ms. Jaroscak in the amount of Arcadia Hub’s attorneys’

fees pursuant to its inherent power. It said that Ms. Jaroscak’s

October 23, 2014 declaration in support of SoCal Sleep Centers’

opposition to the Motion for Relief was “willfully misleading,

submitted in bad faith, presented for the improper purposes of

causing unnecessary delay and needless increase in the cost to

Landlord of litigation, lacking sufficient evidentiary support,

and not warranted by the evidence or on any stated and reasonable

information and belief.” It also indicated that it was inclined

to hold an evidentiary hearing regarding additional sanctions,

such as referral to the state’s disciplinary board (i.e., publicinterest sanctions).8

8 The issue of other sanctions was resolved when

Ms. Jaroscak agreed not to represent any party before the

bankruptcy court in the Central District of California for a

three-year period. Although Ms. Jaroscak agreed to that

sanction, she has appealed from that order also (BAP No.

(continued...)

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Following a hearing on the OSC, the court issued an order

adopting its tentative ruling and awarded Arcadia Hub $18,987.82

(“Original Order”).

E. Ms. Jaroscak’s attempt to amend the Original Order

Ms. Jaroscak did not appeal the Original Order. However,

there was a flurry of activity on March 6, 2015, the deadline to

file a notice of appeal from the Original Order. Ms. Jaroscak,

through counsel, told Arcadia Hub’s counsel that she “would like

to amend the order to make the debtor instead of her liable for

the sanctions.” Arcadia Hub initially stated in an e-mail that

it “does not care who pays the sanctions” but was “not going to

agree to amend the Order.” Ms. Jaroscak’s counsel replied, “She

does not have the money. I can get the money from the client if

the order is amended.” Later that day, a cashier’s check drawn

by Mr. Oxman was delivered to counsel for Arcadia Hub in the

amount of the sanctions award. Arcadia Hub’s counsel then signed

a stipulation to amend the Original Order by changing the last

sentence from 

IT IS HEREBY ORDERED that Maureen Jaroscak shall pay to

Arcadia Hub Holdings 3, LLC within fourteen days from

the entry of this Order, sanctions in the sum of

$19,407.82 - $420 = $18,987.82.

to

IT IS HEREBY ORDERED that Debtor shall pay to Arcadia

Hub Holdings 3, LLC within fourteen days from the entry

of this Order . . . .

Arcadia Hub’s counsel signed the stipulation to amend the

8(...continued)

CC-16-1036).

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Original Order (“Stipulation”) on the afternoon of March 6, 2015,

and Ms. Jaroscak’s counsel says that he signed it the same day. 

The U.S. Trustee did not sign, and was not asked to sign, the

Stipulation.9

Months later, on May 29, 2015, Ms. Jaroscak filed a motion

to approve the Stipulation (“Motion to Approve Stipulation”).10

The U.S. Trustee opposed to Motion to Approve Stipulation. 

Among other things, it pointed out that the motion was untimely

because Ms. Jaroscak filed it over three months after the court

entered the Original Order.

In response, Ms. Jaroscak argued that the Stipulation was

executed in March 2015 and would have been timely if filed

immediately. She blamed the failure to file the Motion to

Approve Stipulation on the inadvertence of her attorney. She

also stated that her counsel “discussed the proposed Stipulation

with [counsel for the U.S. Trustee] and she indicated to him that

the U.S. Trustee did not care about it. . . . [T]he OUST was

aware of the terms of amendment and expressed no objection at the

time.”

At the hearing on the Motion to Approve Stipulation, the

court indicated that it would “approve the stipulation

9 As discussed below, Ms. Dare Law, counsel for the

U.S. Trustee, was included in certain e-mail correspondence but

was removed from later communications wherein Ms. Jaroscak and

Arcadia Hub agreed to the Stipulation.

10 The court entered an order granting the Motion to Approve

Stipulation shortly after it was filed, but later vacated the

order because it was entered prematurely due to an internal

clerical error.

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notwithstanding the United States Trustee’s argument, but with

everybody understanding that what I’ve already decided is what

I’ve already decided.” Ms. Jaroscak’s counsel confirmed that: 

I want to make sure it’s clear that we’re not sitting

here saying that anything that you issued on that

February 6th tentative ruling has changed. We’re not

-- the only thing that’s changed is the one slight

thing, which is that the sanctions will be paid by

Arcadia Hub and, in fact, to Arcadia Hub by the debtor

and in fact (indiscernible). Other than that,

everything remains the same.

He later reiterated that “the Court awarded the sanctions that

they were awarded. It’s only amended that the debtor is to pay

-- can pay the sanctions and everything that’s in that order is

unchanged other than that one small part. And I think it’s -- I

think it’s very important here.”

The court ruled that “if Arcadia chooses to accept a payment

from another source then it can choose to do so . . . . It also

still holds that the tentative ruling and the findings that were

part of [the Original Order] are still very much extant.” The

court approved an amendment whereby the “new version would be

that Arcadia is entitled to payment of its attorney’s fees and

based on the findings of fact and conclusions of law that I did

before and that the source of the payment doesn’t matter.”

Ms. Jaroscak’s counsel prepared the order amending the

Original Order (“Amended Order”), which stated: 

The final paragraph of the Order for Payment of

Sanctions by Maureen Jaroscak to Arcadia Hub Holdings 3, LLC

[Docket No. 69] (the “Order”) is hereby amended so that it

shall read as follows:

IT IS HEREBY ORDERED that Maureen Jaroscak or her

designee shall pay to Arcadia Hub Holdings 3, LLC

within fourteen days from the entry of this Order,

sanctions in the sum of $19,407.82 - $420 = $18,987.82.

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Notwithstanding the above amendment, all other parts of

the Order remain fully in force and effect.

F. Appeal to the BAP

On July 6, 2015, Ms. Jaroscak filed a notice of appeal from

both the Original Order and the Amended Order.

On April 17, 2016, Ms. Jaroscak filed a motion to enforce

settlement (“Motion to Enforce”) with this Panel. She stated

that, on March 28, 2016, she, Arcadia Hub, and SoCal Sleep

Centers entered into a “settlement” that allegedly resolved the

appeal, since they reaffirmed the terms of the Stipulation. The

motions panel denied the Motion to Enforce without prejudice

pending resolution of the merits of the appeal.

JURISDICTION

The bankruptcy court had jurisdiction pursuant to 28 U.S.C.

§§ 1334 and 157(b)(1). Subject to our discussion of the

timeliness of this appeal, we have jurisdiction under 28 U.S.C.

§ 158.

ISSUES

(1) Whether Ms. Jaroscak timely appealed the Original Order.

(2) If so, whether the court abused its discretion in

sanctioning Ms. Jaroscak.

(3) Whether the court abused its discretion in refusing to

amend the Original Order pursuant to the Stipulation.

STANDARDS OF REVIEW

We review the bankruptcy court’s conclusions of law de novo

and its findings of fact for clear error. Hansen v. Moore

(In re Hansen), 368 B.R. 868, 874 (9th Cir. BAP 2007). “De novo

review requires that we consider a matter anew, as if no decision

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had been made previously.” Francis v. Wallace (In re Francis),

505 B.R. 914, 917 (9th Cir. BAP 2014) (citation omitted). A

bankruptcy court clearly errs if its findings were illogical,

implausible, or “without support in inferences that may be drawn

from the facts in the record.” United States v. Hinkson,

585 F.3d 1247, 1262–63 & n.21 (9th Cir. 2009) (en banc). 

 We review for abuse of discretion the bankruptcy court’s

decision to alter or amend its own order. See Int’l Rehab.

Sciences Inc. v. Sebelius, 688 F.3d 994, 1000 (9th Cir. 2012)

(denial of Civil Rule 59(e) motion); Lal v. California, 610 F.3d

518, 523 (9th Cir. 2010) (denial of Civil Rule 60(b) motion). A

bankruptcy court abuses its discretion if it applies an incorrect

legal standard or misapplies the correct legal standard, or if

its fact findings are illogical, implausible, or not supported by

evidence in the record. TrafficSchool.com, Inc. v. Edriver Inc.,

653 F.3d 820, 832 (9th Cir. 2011).

DISCUSSION

A. Ms. Jaroscak did not timely appeal the Original Order.

The U.S. Trustee argues that Ms. Jaroscak’s appeal from the

Original Order is untimely. Ms. Jaroscak argues that her notice

of appeal from the Amended Order was timely and should relate

back to the Original Order. We agree with the U.S. Trustee.

1. The Original Order was a final and appealable order.

The U.S. Trustee argues that the Original Order was a final

order from which Ms. Jaroscak could have appealed. Although

Ms. Jaroscak does not challenge this assertion, we must consider

it independently because it bears upon our jurisdiction over this

appeal. See Symantec Corp. v. Glob. Impact, Inc., 559 F.3d 922,

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923 (9th Cir. 2009).

In Eden Place, LLC v. Perl (In re Perl), 811 F.3d 1120 (9th

Cir. 2016), the Ninth Circuit held that a bankruptcy court order

determining that a creditor had violated the automatic stay was a

final and appealable order, even though the bankruptcy court

deferred ruling on the amount of sanctions for the violation. 

The court of appeals noted that it takes a flexible and pragmatic

approach to “finality” in bankruptcy cases. Id. at 1127. The

court reasoned that:

There is no question that the discrete issue addressed

by the bankruptcy court – violation of the automatic

stay – has been definitively and finally resolved. 

Resolution of that issue is as final as it will ever be

in this case.

Id.

Perl establishes that the Original Order was final for

purposes of appeal. If anything, the Original Order was more

final than the order that the Ninth Circuit considered in Perl,

because the Original Order determined not only Ms. Jaroscak’s

liability for sanctions, but also the amount of those sanctions.

Similarly, our decision in Stasz v. Gonzalez (In re Stasz),

387 B.R. 271 (9th Cir. BAP 2008), considered, as a matter of

first impression, whether an order granting civil contempt

sanctions under Rule 9020 was final for the purposes of an

immediate appeal. The Panel stated the general rule that “[a]

final order ‘ends the litigation on the merits and leaves nothing

for the court to do but execute the judgment.’” Id. at 274

(quoting Catlin v. United States, 324 U.S. 229, 233 (1945)).

 The Panel noted that, “[w]hile civil contempt orders

entered ‘during the course of a pending civil action’ are not

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appealable until final judgment, the Ninth Circuit has allowed

immediate appeals of sanctions orders that dispose of the only

issue before the court.” Id. at 275. The Panel thus determined

that the sanctions order was properly appealable, because “[i]f

the award of sanctions were not appealable now, it is unclear

when the order would become final and appealable. Unlike an

adversary proceeding or a civil action outside bankruptcy, the

culmination of the bankruptcy case does not result in a final

judgment.” Id. at 276.

Similarly, the Original Order in the present case was

immediately appealable. It ended the litigation regarding

private sanctions against Ms. Jaroscak and left the court with

nothing to do but execute the order. Although the bankruptcy 

court here did not rely on Rule 9020, the result is the same, as

there was no further litigation that would preclude finality of

the Original Order.

Under Rule 8002(a)(1), “a notice of appeal must be filed

with the bankruptcy court within 14 days after entry of the

judgment, order, or decree being appealed.” It is undisputed

that Ms. Jaroscak did not appeal the Original Order within

fourteen days of its entry. She did not file a notice of appeal

until July 6, 2015, within the time permitted after entry of the

bankruptcy court’s Amended Order on June 19, 2015.11 Thus,

absent an exception to Rule 8002, the notice of appeal was

untimely as to the Original Order.

11 The appeal was timely filed seventeen days after the

entry of the Amended Order due to the observation of the

Independence Day holiday on July 3 and the intervening weekend.

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2. The Amended Order did not create new rights or

liabilities such that it extended the time to appeal

the Original Order.

Ms. Jaroscak argues that, because the Amended Order “revised

legal rights and obligations” under the Original Order, her

notice of appeal was timely as to the Original Order. We

disagree.

As a general rule, the time to file an appeal is extended if 

“the lower court, in its second order, has disturbed or revised

legal rights and obligations which, by its prior judgment, had

been plainly and properly settled with finality.” Fed. Trade

Comm’n v. Minneapolis-Honeywell Regulator Co., 344 U.S. 206, 212

(1952). “Only when the lower court changes matters of substance,

or resolves a genuine ambiguity, in a judgment previously

rendered should the period within which an appeal must be taken

or a petition for certiorari filed begin to run anew.” Id. at

211-12. Stated another way, “the mere fact that a judgment

previously entered has been reentered or revised in an immaterial

way does not toll the time within which review must be sought.” 

Id. at 211; see United States v. Doe, 374 F.3d 851, 853-54 (9th

Cir. 2004) (stating, in a criminal context, that “[w]here a

district court enters an amended judgment that revises legal 

rights or obligations, the period for filing an appeal begins

anew”); Day v. AT&T Disability Income Plan, 608 F. App’x 454, 456

(9th Cir. 2015) (“The Supreme Court has recognized that a

district court’s decision to amend a judgment may re-start the

period during which a litigant may appeal, provided that the

amended judgment differs materially from the earlier judgment.”);

see also Am. Safety Indem. Co. v. Official Comm. of Unsecured

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Creditors (In re Am. Safety Indem. Co.), 502 F.3d 70, 72 (2d Cir.

2007) (“it is well-established that [w]here a judgment is

reentered, and the subsequent judgment does not alter the

substantive rights affected by the first judgment, the time for

appeal runs from the first judgment.” (citation and internal

quotation marks omitted)).

Ms. Jaroscak argues that the Amended Order revised the

Original Order. She further contends that the Amended Order was

a “material change” to the Original Order and that the

U.S. Trustee’s “inequitable conduct” was a material change.

Ms. Jaroscak fails to explain how the Amended Order changed

the “legal rights and obligations” laid out in the Original

Order. The Amended Order did not affect the court’s factual

findings against Ms. Jaroscak or affect Ms. Jaroscak’s liability

on the sanctions award; it only permitted Ms. Jaroscak’s designee

to pay the sanctions award on her behalf. The court specified

multiple times that the Original Order “still holds and that the

tentative ruling and the findings that were part of [the Original

Order] are still very much extant.”

Further, Ms. Jaroscak’s argument on appeal is the exact

opposite of the argument her counsel made to the bankruptcy

court. Ms. Jaroscak’s counsel explicitly and repeatedly

confirmed that the Amended Order did not alter Ms. Jaroscak’s

rights or obligations under the Original Order. He stated, “the

only thing that’s changed is the one slight thing . . . . Other

than that, everything remains the same.” He reiterated that the

Original Order is “only amended that the debtor is to pay -- can

pay the sanctions and everything that’s in that order is

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unchanged other than that one small part.” Ms. Jaroscak’s

counsel did not object to the court’s ruling or the language of

the Amended Order. In fact, her counsel drafted the Amended

Order, which specified that, “[n]otwithstanding the above

amendment, all other parts of the [Original] Order remain fully

in force and effect.”

The Amended Order did not alter any of Ms. Jaroscak’s legal

rights and obligations. Nothing in the Amended Order absolved

her of liability or changed the court’s finding of sanctionable

conduct. By her counsel’s own admission, the Amended Order

altered only “one slight thing.” Accordingly, the Amended Order

did not extend the time to appeal the Original Order.12

3. Even if the U.S. Trustee “lulled” Ms. Jaroscak into

complacency, the time to appeal the Original Order was

not extended. 

Ms. Jaroscak also argues that she did not timely appeal the

Original Order because the U.S. Trustee did not object to the

Stipulation and “lulled” her into not timely appealing. This

contention is frivolous. 

Even assuming that the U.S. Trustee engaged in any kind of

12 The U.S. Trustee argues that the United States Supreme

Court’s decision in Bowles v. Russell, 551 U.S. 205 (2007), also

precludes review of the Original Order. Bowles stands for the

proposition that a time limit for taking an appeal is

jurisdictional, so the failure to appeal timely divests a court

of jurisdiction. The U.S. Trustee questions whether courts

should continue to apply the rule of Minneapolis-Honeywell

Regulator Co. following Bowles.

Because we hold that the relation-back doctrine does not

apply to the facts of this case, we need not decide whether the

Ninth Circuit’s view of that doctrine remains valid following

Bowles.

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improper conduct (and it did not), or that equitable estoppel

might apply (and it does not), the time for taking an appeal from

the Original Order would not change. See Bowles, 551 U.S. at 214

(rejecting equitable considerations as a reason to extend the

time to appeal, stating that the court “has no authority to

create equitable exceptions to jurisdictional requirements”);

Melendres v. Maricopa Cty., 815 F.3d 645, 649 (9th Cir. 2016)

(“we are not at liberty to overlook a defect with the notice of

appeal no matter how compelling an appellant’s argument may be”);

Gonzalez v. Wells Fargo Bank, N.A., No. 13-CV-02210-JST, 2014 WL

93930, at *3 (N.D. Cal. Jan. 9, 2014) (the time for appeal can

only be enlarged pursuant to Rule 8002(c)). 

Therefore, we conclude that we lack jurisdiction over

Ms. Jaroscak’s purported appeal from the Original Order.13 The

only order that we have power to review is the Amended Order.

B. The court did not abuse its discretion in entering the

Amended Order and refusing to absolve Ms. Jaroscak of

liability.

Ms. Jaroscak contends that the bankruptcy court erred when

13 Even if we had jurisdiction to consider the Original

Order, we would affirm. All of Ms. Jaroscak’s challenges to that

order turn on the bankruptcy court’s factual findings. All of

those findings have evidentiary support in the record, and none

of them is clearly erroneous.

We are particularly dismayed by Ms. Jaroscak’s argument

that, despite her ethical duty of candor to the tribunal, see

Cal. R. Prof’l Conduct 5-200(B) (an attorney “[s]hall not seek to

mislead the judge, judicial officer, or jury by an artifice or

false statement of fact or law”), she was free to use her

“discretion” to decide when to tell the bankruptcy court the

whole truth, rather than just part of the story. A half-truth is

a half-lie.

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it issued the Amended Order to make her “or her designee”

responsible for the monetary sanctions, rather than adopting the

Stipulation. 

Ms. Jaroscak’s briefs are not models of clarity. As far as

we can tell, she thinks the court erred in two respects.14 We

reject both contentions. 

1. The bankruptcy court was not obligated to approve the

Stipulation and modify the Original Order.

Ms. Jaroscak faults the court for “rewriting the settlement”

she reached with Arcadia Hub. The bankruptcy court did not err.

In the first place, it is a stretch to call the Stipulation

a “settlement.” By its terms, it provides that SoCal Sleep

Centers, rather than Ms. Jaroscak, would pay the sanctions; it

does not exonerate Ms. Jaroscak or even change the amount of the

sanctions. Arcadia Hub did not agree to compromise any of its

rights and claims. The e-mails make it clear that Arcadia Hub

entered into the Stipulation simply because it did not care who

paid the sanctions as long as someone did. 

More importantly, Ms. Jaroscak’s argument rests on a false

assumption. She seems to think that the bankruptcy court had no

choice but to approve the Stipulation. There is no authority for

the proposition that a court must modify its orders simply

because the parties ask it to. In fact, the Ninth Circuit

authority is exactly to the contrary. See Nat’l Union Fire Ins.

14 Ms. Jaroscak argued before the bankruptcy court that the

Motion to Approve Stipulation satisfied Rule 9024. But she does

not argue on appeal that the court erred in its application of

Rule 9024, so this issue is waived.

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Co. v. Seafirst Corp., 891 F.2d 762 (9th Cir. 1989) (the court

need not vacate a judgment even when all non-defaulting parties

request that it do so); Ringsby Truck Lines, Inc. v. W.

Conference of Teamsters, 686 F.2d 720 (9th Cir. 1982) (a postjudgment settlement does not require vacatur of the judgment).

Further, Ms. Jaroscak waived this argument because her

counsel did not oppose the entry of the Amended Order. Rather,

her counsel seemed satisfied with the court’s ruling. He did not

take issue with the court leaving Ms. Jaroscak liable for the

sanctions but allowing SoCal Sleep Centers to pay on her behalf.

2. The U.S. Trustee was entitled to appear and be heard on

the approval of the Stipulation and is entitled to

participate in this appeal. 

Ms. Jaroscak claims that the U.S. Trustee should not have

objected to the Stipulation and should not be heard in this

appeal. This argument is meritless. 

Ms. Jaroscak argues that the U.S. Trustee is advocating the

private pecuniary interests of Arcadia Hub and that this is

improper.15 This argument has no legal foundation. The

U.S. Trustee “may raise and may appear and be heard on any issue

in any case or proceeding under this title . . . .” § 307. The

U.S. Trustee does not need to demonstrate a pecuniary interest in

the outcome of the case. See Stanley v. McCormick, Barstow,

15 Ms. Jaroscak also argues extensively in her Motion to

Enforce that the U.S. Trustee cannot object to the Stipulation

and defend this appeal in the public interest. She points to the

events in the related appeal of the public-interest sanctions as

proof that the U.S. Trustee no longer has any interest in this

appeal. Insofar as these events occurred outside the scope of

this appeal, we reject these arguments. See Kirshner v. Uniden

Corp. of Am., 842 F.2d 1074, 1077 (9th Cir. 1988).

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Sheppard, Wayte & Carruth (In re Donovan Corp.), 215 F.3d 929,

930 (9th Cir. 2000). By the same token, the U.S. Trustee is free

to participate even if doing so might further the private

interests of one or more creditors. In fact, the U.S. Trustee’s

arguments in bankruptcy cases almost always affect the pecuniary

interests of private parties. There is nothing wrong with that;

it simply means the office is doing its job. 

Ms. Jaroscak also argues that the U.S. Trustee is estopped

from objecting to the Stipulation and defending the Amended Order

on appeal. Ms. Jaroscak has not shown that any of the elements

of equitable estoppel apply here.

The Ninth Circuit has stated that equitable estoppel

requires that the proponent show: “(1) knowledge of the true

facts by the party to be estopped, (2) intent to induce reliance

or actions giving rise to a belief in that intent, (3) ignorance

of the true facts by the relying party, and (4) detrimental

reliance.” Estate of Amaro v. City of Oakland, 653 F.3d 808, 813

(9th Cir. 2011) (quoting Bolt v. United States, 944 F.2d 603, 609

(9th Cir. 1991)). 

A party asserting equitable estoppel against the government

must meet a higher standard. Such a party must establish that:

“(1) the government engaged in affirmative misconduct going

beyond mere negligence; (2) the government’s wrongful acts will

cause a serious injustice; and (3) the public’s interest will not

suffer undue damage by imposition of estoppel.” Baccei v. United

States, 632 F.3d 1140, 1147 (9th Cir. 2011) (citation omitted).

Ms. Jaroscak has not established a single one of these

elements. 

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She has not shown that the U.S. Trustee made any false

statements with the intent to induce reliance. She argues that

Arcadia Hub and the U.S. Trustee “agreed there would be no

sanctions against Ms. Jaroscak . . . .” She claims that Ms. Law,

attorney for the U.S. Trustee, told her counsel that the

U.S. Trustee “did not care” and had no opposition to the

Stipulation. This recitation of the historical facts is at best

incomplete. Ms. Jaroscak’s counsel initiated negotiations to

modify the Original Order by sending an e-mail only to Arcadia

Hub’s counsel. When Arcadia Hub’s counsel responded, he added

the U.S. Trustee (Ms. Law) to the e-mail string. In that e-mail,

Arcadia Hub’s counsel stated that he did not care who paid the

sanction, but Arcadia Hub was “not going to agree to amend the

Order, even if the Court would consider it. The Order has

already been entered, with the detailed findings concerning

Ms. Jaroscak in the attached tentative ruling. As damaging as

that may be to her, that bell can’t be un-rung.” However, when

Ms. Jaroscak’s counsel responded, he removed Ms. Law from the

e-mail string. The U.S. Trustee was not involved in any further

discussions or even aware of the terms of the Stipulation until

after it was filed. Therefore, the record shows only that the

U.S. Trustee knew about, and did not object to, Arcadia Hub’s

position stated in the e-mail - that it did not matter who paid

the sanctions, but the findings of sanctionable conduct would

stand. The U.S. Trustee has consistently adhered to that

position.

Ms. Jaroscak fails to demonstrate that she detrimentally

relied on the U.S. Trustee’s statements. The U.S. Trustee did

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nothing to prevent or discourage her from filing a timely appeal

or taking any other steps to protect her interests.

Ms. Jaroscak also fails to address the heightened standard

for government entities. She does not present any evidence or

argument that the U.S. Trustee engaged in affirmative misconduct

going beyond mere negligence, that its actions caused a serious

injustice, or that preventing the U.S. Trustee from challenging

the Stipulation will not unduly damage the public’s interest.

In short, the U.S. Trustee was entitled to appear and be

heard on these issues in the bankruptcy court and before the

Panel. 

C. The Motion to Enforce is meritless.

Finally, Ms. Jaroscak requests that we enforce a supposed

“settlement” between herself, Arcadia Hub, and SoCal Sleep

Centers that they reached in March 2016. In essence, she asks us

to do exactly what the bankruptcy court refused to do. This

request is frivolous. 

In the first place, contrary to Ms. Jaroscak’s

representations, there is no “new settlement.” The so-called

“settlement” consists only of a letter from Arcadia Hub stating

that it is still “satisfied with” the Stipulation and a letter

from SoCal Sleep Centers stating that “the stipulation was

approved on behalf of SoCal Sleep Centers at the time it was

signed, and remains approved on behalf of SoCal Sleep Centers.”

The parties’ decision to reaffirm, rather than repudiate, the

Stipulation is not a “new” agreement.

Second, even if there was a “new agreement” (and there is

not), Ms. Jaroscak mischaracterizes it. As we have explained,

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the Stipulation does not exonerate her. Rather, as her own

attorney told the bankruptcy court, it simply provides that her

client will pay the sanctions for her.

Third, approval of the supposed “new settlement” would not

terminate this appeal because the U.S. Trustee, the only appellee

in this appeal, is not a party to it. See Hatami v. Kia Motors

Am., Inc., No. SACV 08–226 DOC, 2011 WL 1456192, at *1 (C.D. Cal.

Apr. 14, 2011) (“The Court cannot enforce a purported settlement

agreement unless all of the terms of that agreement have been

agreed to by both parties.”).

Finally, Ms. Jaroscak’s argument is a blatant attempt to

offer new evidence on appeal, exceed the size limits for

appellate briefs, and evade the standard of appellate review. 

She wants us to approve the “settlement” ourselves, without any

regard for the bankruptcy court’s decision. That is not the

function of an appellate court.

At oral argument, the Panel asked Ms. Jaroscak exactly what

relief she sought. The parties to the Stipulation have done

exactly what they agreed to do; the bankruptcy court did not

amend its order exactly as the Stipulation provided, but

Ms. Jaroscak does not claim that the Stipulation is somehow

“enforceable” against the court. Her counsel responded that she

simply wants clarification that SoCal Sleep Centers may pay the

sanctions on her behalf. We acknowledge that, under the

bankruptcy court’s orders, it was permissible for SoCal Sleep

Centers to pay the sanctions on her behalf. 

Accordingly, we DENY the Motion to Enforce.

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CONCLUSION

For the reasons set forth above, we AFFIRM.

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