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FILED

JUN 28 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NOT FOR PUBLICATION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. EC-15-1291-DTaJu

)

YOUSIF H. HALLOUM, ) Bk. No. 12-21477-CMK

)

Debtor. )

______________________________)

)

YOUSIF H. HALLOUM, )

)

Appellant, )

)

v. ) M E M O R A N D U M1

)

MCCORMICK, BARSTOW, SHEPPARD, )

WAYTE & CARRUTH; HILTON A. )

RYDER, )

)

Appellees. )

_____________________________ )

Submitted Without Oral Argument

on June 23, 2016

Filed - June 28, 2016

Appeal from the United States Bankruptcy Court

for the Eastern District of California

Honorable Christopher M. Klein, Bankruptcy Judge, Presiding

 

Appearances: Appellant Yousif H. Halloum, pro se on brief;

Scott M. Reddie of McCormick, Barstow, Sheppard,

Wayte & Carruth LLP on brief for appellees.

 

Before: DUNN, TAYLOR, and JURY, Bankruptcy Judges.

1 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.
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Previously, chapter 72 debtor, Yousif H. Halloum, appealed

an order (“Fee Order”) awarding chapter 11 administrative

expenses to his former attorney. The Panel vacated and remanded

to the bankruptcy court based on a lack of adequate findings to

support the Fee Order. (See Halloum v. McCormick, Barstow,

Sheppard, Wayte & Carruth LLP (In re Halloum), BAP

No. EC-14-1219-JuKuPa, 2015 WL 2386554 (9th Cir. BAP May 19,

2015)(“Halloum I”).

On remand, the bankruptcy court made detailed findings and

reinstated the Fee Order (“Reinstated Order”). The debtor has

now appealed the Reinstated Order.3

We AFFIRM.

I. BACKGROUND

Because the facts underlying this dispute are set forth in

detail in Halloum I, we need only summarize them here. 

Mr. Halloum filed a chapter 11 petition on January 26, 2012. 

McCormick, Barstow, Shepard, Wayte & Carruth LLP (“Law Firm”) was

employed as chapter 11 counsel for Mr. Halloum on Mr. Halloum’s

application filed on February 10, 2014. The order (“Employment

2 Unless specified otherwise, all chapter and section

references are to the Bankruptcy Code, 11 U.S.C. §§ 101–1532, and

all “Rule” references are to the Federal Rules of Bankruptcy

Procedure, Rules 1001–9037.

3 On April 1, 2016, Mr. Halloum filed in this appeal his

“Ex Parte ‘Appellant’s Supplemental Brief’ With Request to

Supplement the Records Regarding Trustee’s Violation of

Bankruptcy Code § 707(b)- Substantial Abuse.” The caption

contains four other pending BAP appeals. The substance of the

pleading has nothing to do with the matter presently before this 

Panel. Accordingly, we do not address it.

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Order”) authorizing the Law Firm’s employment stated in relevant

part:

Compensation will be at the ‘lodestar rate’ at the time

that services are rendered in accordance with the Ninth

Circuit decision in In re Manoa Fin. Co., 853 F.2d 687

(9th Cir. 1988). No hourly rate referred to in the

application is approved unless unambiguously so stated

in this order or in a subsequent order of this court.

During the pendency of the chapter 11 case, the Law Firm

submitted five applications (“Interim Fee Applications”) for

payment of interim fees and expenses, on May 2, June 27, and

September 6, 2012, and on January 31 and May 28, 2013. Each of

the Interim Fee Applications was supported by a declaration

signed by Mr. Halloum, which stated that he had reviewed the

Interim Fee Applications and approved the fees and expenses as

requested. The fees approved by Mr. Halloum in this process

totaled $116,067. The Law Firm also filed an interim fee

application on October 8, 2013, but withdrew it after Mr. Halloum

refused to provide a declaration approving the fees. For the

first time Mr. Halloum now asserted that Hilton A. Ryder, a

partner with the Law Firm, had agreed that the Law Firm would

represent Mr. Halloum in the chapter 11 case for a fixed fee of

$40,000. 

Mr. Halloum was unsuccessful in negotiating a consensual

plan with Midwest Bank, N.A. (“Bank”), the secured creditor with

liens on the real and personal property with which Mr. Halloum

operated an ARCO gas station and convenience store. After

Mr. Halloum used the Bank’s cash collateral without making the

adequate protection payments upon which such use was conditioned,

the bankruptcy court, on November 22, 2013, appointed a

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chapter 11 trustee (“Trustee”). Mr. Halloum’s case ultimately

was converted to chapter 7 on February 12, 2014. 

On March 4, 2014, the Law Firm filed a motion (“Final Fee

Application”) seeking additional compensation for its work as

counsel for Mr. Halloum in the chapter 11 case in the amount of

$114,004.50 and expenses of $2,892.56 and authorization to pay

all unpaid fees for prior award periods.4 Mr. Halloum opposed

the Final Fee Application, again asserting that Mr. Ryder had

agreed that the Law Firm would represent Mr. Halloum for a fixed

fee of $40,000. Mr. Halloum also asserted that the Law Firm did

not adequately represent his interest in negotiating approval of

a chapter 11 plan and attributed the conversion of the bankruptcy

case to chapter 7 and the loss of his business to Mr. Ryder’s

actions or inactions. Mr. Halloum also sought recoupment from

the Law Firm of fees previously approved and paid on an interim

basis. After hearing, the bankruptcy court entered the Fee Order

approving the Final Fee Application. 

The Halloum I Panel vacated the Fee Order on Mr. Halloum’s

appeal, and the matter was remanded to the bankruptcy court to

make findings to support the Fee Order. 

On remand, the bankruptcy court held an evidentiary hearing

August 12-13, 2015, at which Mr. Ryder testified as to the nature

of his contractual relationship with Mr. Halloum.5 Mr. Halloum

4 If approved, the Law Firm’s total compensation, fees and

expenses, for chapter 11 services provided to Mr. Halloum would

be $232,974.06.

5 Mr. Halloum refers to the transcripts of this hearing

(continued...)

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exercised his right to cross-examine Mr. Ryder with respect to

the terms of their agreement regarding Mr. Ryder’s fees in the

chapter 11 case. On August 26, 2015, the bankruptcy court

entered its “Order on Remand From Bankruptcy Appellate Panel”

(“Remand Order”), which contained its findings of fact and

conclusions of law, and which we summarize for purposes of this

Memorandum.

Mr. Ryder, a practicing attorney since 1972, has had

substantial experience representing debtors in possession in

bankruptcy reorganization cases. He was the partner at the Law

Firm responsible for representing Mr. Halloum in his chapter 11

case. In his decades of practice, Mr. Ryder never has undertaken

to represent a debtor in possession on a fixed fee basis.

On January 20, 2012, Mr. Halloum executed a “Chapter 11

Retainer Agreement” (“Retainer Agreement”), in compliance with

Cal. Bus. & Prof. Code § 6148, which contained the following fee

5(...continued)

repeatedly in his Opening Brief. The transcripts are found as

docket numbers 217 (August 12) and 216 (August 13) in adversary

proceeding 15-2091. That adversary proceeding was filed by

Mr. Halloum in California State Court and removed to the

Bankruptcy Court (by way of the Bankruptcy Court in the Northern

District of California) by the chapter 7 trustee. In the

adversary proceeding complaint, Mr. Halloum names as defendants

many of the attorneys who had performed services during the

chapter 11 case. As most relevant to the issue in this appeal,

Mr. Halloum alleged a malpractice claim against the Law Firm. 

The August 12-13 hearing appears to have been largely about

matters raised in the adversary proceeding, but the evidentiary

hearing on the Final Fee Application was a discrete part of the

record, appearing at pp. 104-113 of the transcript for the

August 12 hearing and pp. 7-45 of the transcript for the

August 13 hearing.

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clause:

Client has deposited $40,000 which shall be held by

Attorneys as a retainer and filing fee to be used to

pay costs and expenses and legal fees. When any

deposit is exhausted, Client shall make additional

deposits as requested in writing by Attorneys. Any

unused deposit at the conclusion of Attorneys’ services

may be applied by Attorneys to outstanding amounts

owing by Client in connection with other matters

handled by Attorneys for Client or refunded by

Attorneys to Client at Attorneys’ option.

Attorneys’ charges for legal services will be

established and based upon certain factors, which will

include but not be limited to hourly rates. The

current hourly rates for Attorneys’ personnel are

specified in Exhibit “A.” In addition to the time

involved, fees charged by Attorneys will be based upon

the nature of the matter, extraordinary results

obtained, and the learning and experience of the

lawyers involved.

In executing the Retainer Agreement, Mr. Halloum signed it as

“approved and accepted,” and paid the $40,000 deposit to the Law

Firm. The bankruptcy court found that without the signed

Retainer Agreement and the $40,000 deposit, the Law Firm would

not have filed the chapter 11.

Attached to the chapter 11 petition filed on January 26,

2012, was the Disclosure of Compensation of Attorney for Debtor

form (“Fee Disclosure”), signed by Mr. Ryder on behalf of the Law

Firm, which stated in relevant part:

For legal services, I have agreed to accept $38,954.00.

Prior to the filing of this statement I have received

$38,954.00.

The Fee Disclosure further stated that in return for the abovedisclosed fee, “I have agreed to render legal service for all

aspects of the bankruptcy case, including: representation of the

debtor in adversary proceedings and other contested bankruptcy

matters.”

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On February 10, 2012, Mr. Halloum filed with the bankruptcy

court his application to employ the Law Firm (“Employment

Application”). The Employment Application did not mention a

fixed fee compensation arrangement. Instead, the Employment

Application provided that the Law Firm was to be employed “under

a general retainer” and disclosed that the Law Firm held $38,954

on account for attorneys’ fees and $1,046 on account for filing

fees. The bankruptcy court understood that, as requested, the

Law Firm’s employment was to be on an hourly basis and approved

the Employment Application. The Employment Order specified that

compensation would be on a “lodestar” basis, i.e., by multiplying

the prevailing hourly rate by the number of hours reasonably and

necessarily expended in the representation.

The bankruptcy court found that “Mr. Halloum, late in the

case, seized upon the [Free [Disclosure . . . as connoting a

fixed fee and invalidating the [Retailer [Agreement.” The

bankruptcy court concluded that the Fee Disclosure, made in

compliance with Rule 2016(b), did not supplant or supersede the

Retainer Agreement.

The bankruptcy court further found that Mr. Halloum (1) had

approved and signed each of the five Interim Applications filed

by the Law Firm during the course of the chapter 11 case, (2) did

not assert in any of the Interim Applications that they were

unwarranted because the Law Firm had agreed to a $38,954 fixed

fee, and (3) paid the Law Firm the amounts the bankruptcy court

had allowed based on the Interim Applications.

After the chapter 11 case had been pending for twenty

months, Mr. Halloum sent Mr. Ryder an email regarding the next

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proposed interim fee application (“Proposed Application”). In

that email, Mr. Halloum stated that he recognized that the

chapter 11 case required more work than had been anticipated, but

that he would not approve the fees that were being requested at

that time. Two days later Mr. Halloum sent another email to

Mr. Ryder regarding the Proposed Application. In neither of

these emails did Mr. Halloum assert that Mr. Ryder had agreed to

a fixed fee.

The bankruptcy court found that Mr. Ryder had worked

diligently throughout the chapter 11 case to fashion a plan that

was both feasible and confirmable. That work was not successful

because (1) the Bank had come to mistrust Mr. Halloum (as

evidenced by the adversary proceeding the Bank filed against

Mr. Halloum seeking to except its debt from discharge on the

theory that it would not have extended credit to Mr. Halloum had

he disclosed his loss of $500,000 in stock market speculation),

and (2) Mr. Halloum had been “intransigent” regarding a number of

points about which he would neither compromise nor accept advice

of counsel.

Citing § 328(a), the bankruptcy court concluded that it was

not permitted to change the basis of the Law Firm’s compensation,

which had been approved on a retainer agreement containing

reasonable terms and conditions of employment, “unless the

approved terms and conditions prove to have been improvident in

light of developments not capable of being anticipated at the

time of the fixing of such terms and conditions.” Reinstated

Order at 8:9-16.

The bankruptcy court then evaluated the Final Fee

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Application, including fees previously awarded on an interim

basis with respect to the Interim Fee Applications, applying the

factors to be considered pursuant to § 330(a)(3) and (4). The

bankruptcy court concluded that the time spent on services was

appropriate to the tasks involved, that the rates charged were

appropriate, that the services performed were necessary to the

administration of the case, that the time billed for the services

performed was reasonable and commensurate with the “complexity,

importance, and nature of the problem, issue, or task addressed,”

that “Mr. Ryder is one of the most skilled and experienced

counsel practicing in this district in the bankruptcy field and

specializing in chapter 11 reorganizations,” and that the

compensation was reasonable based on customary compensation by

comparable skilled practitioners in cases other than title 11

cases. 

Based on its findings of fact and conclusions of law, the

bankruptcy court “reinstated in full” the Fee Order. Mr. Halloum

once again filed a timely notice of appeal.

II. JURISDICTION

The bankruptcy court had jurisdiction under 28 U.S.C.

§§ 1334 and 157(b)(2)(A). We have jurisdiction under 28 U.S.C.

§ 158.

III. ISSUE

Whether the bankruptcy court abused its discretion when it

entered the Reinstated Order.

IV. STANDARDS OF REVIEW

The bankruptcy court’s approval of administrative expenses

and award of attorney’s fees is reviewed for abuse of

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discretion. Hale v. U.S. Tr., 509 F.3d 1139, 1146 (9th Cir.

2007); Film Ventures Intel, Inc. v. Asher (In re Film Ventures

Intel, Inc.), 75 BR. 250, 253 (9th Cir. BAD 1987). The fact

findings underlying a bankruptcy court's decision are reviewed

for clear error. American-Arab Anti-Discrimination Comm. v.

Thornburgh, 970 F.2d 501, 506 (9th Cir. 1991).

Under the abuse of discretion standard, we reverse only

where the bankruptcy court applied an incorrect legal rule or

where its application of the law to the facts was illogical,

implausible or without support in inferences that may be drawn

from facts in the record. TrafficSchool.com, Inc. v. Edriver

Inc., 653 F.3d 820, 832 (9th Cir. 2011), citing United States v.

Hinkson, 585 F.3d 1247, 1262 (9th Cir. 2009)(en banc).

V. DISCUSSION

The fundamental issue before the Panel is whether the

bankruptcy court abused its discretion when it approved the Final

Fee Application. As a threshold matter, we observe for

Mr. Halloum that the role of the trial court is to weigh the

evidence presented to it and from that evidence to determine the

facts that govern the ultimate decision. Necessarily, this means

that the bankruptcy court will accept as true some evidence and

reject other contradictory evidence. The mere presentation of

particular “evidence” by a party is not controlling. 

Conversely, it is not the role of the Panel to supplant that

fact-finding process, but instead to review the bankruptcy

court’s fact findings. In reviewing fact findings, if the

bankruptcy court’s “account of the evidence is plausible in light

of the record viewed in its entirety,” the appellate court may

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not reverse, even if it was convinced that it would have weighed

the evidence differently. Anderson v. City of Bessemer City,

N.C., 470 U.S. 564, 573-74 (1985). “Where there are two

permissible views of the evidence, the factfinder’s choice

between them cannot be clearly erroneous.” Id.

The interplay of four documents is at the heart of this

dispute: the Retainer Agreement, the Fee Disclosure, the

Employment Application, and the Employment Order. Mr. Halloum’s

appeal flows from the faulty premise that only the Fee Disclosure

governs the amount of fees to which the Law Firm was entitled in

its representation of Mr. Halloum in his chapter 11 case. 

Mr. Halloum Executed the Retainer Agreement

Mr. Halloum “categorically denies” that he ever signed the

Retainer Agreement. In his excerpts of record, Mr. Halloum

includes the written opinions of two forensic document experts. 

Although Mr. Halloum included these written opinions in his

exhibits submitted to the bankruptcy court, he did not call

either expert as a witness at the evidentiary hearing.6

The signed Retainer Agreement was admitted into evidence. 

Mr. Ryder testified to the circumstances under which the Retainer

Agreement was signed. Mr. Halloum was provided the opportunity

to cross-examine Mr. Ryder but did not challenge his testimony on

this point. The Reinstated Order specifically states that the

bankruptcy court considered Mr. Halloum’s testimony that he did

6 Mr. Halloum states in his Opening Brief that the experts

are willing to testify before the Panel. However, it is not

within the purview of the Panel as an appellate body to take

evidence.

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not sign the Retainer Agreement, compared the signature on the

Retainer Agreement with other signatures in the record known to

have been made by Mr. Halloum, noted that the signatures are

variable, and concluded that Mr. Halloum signed the Retainer

Agreement. 

The bankruptcy court found credible Mr. Ryder’s testimony

that in decades of practice he had never undertaken the

representation of a chapter 11 debtor-in-possession on a fixed

fee basis. Finally, the bankruptcy court further determined that

Mr. Ryder would not have filed the chapter 11 case on

Mr. Halloum’s behalf had Mr. Halloum not signed the Retainer

Agreement and paid the retainer. 

Mr. Halloum asserts that he was denied procedural due

process because (1) he was never provided an opportunity to

conduct even limited discovery into Mr. Ryder’s universal

practices and (2) he was denied a meaningful opportunity to

present evidence both that his signature was forged and that for

at least one former client, Mr. Ryder had provided representation

on a fixed fee basis. Nothing in the record before us reflects

that Mr. Halloum was precluded from conducting discovery.7 As to

7 After Mr. Halloum presented his case-in-chief in the

Adversary Proceeding, the following discussion ensued:

MR. HALLOUM: So everything I submitted, your Honor, is supported

by records, by documents.

THE COURT: I have gone through all the exhibits that you have

presented, and that is what you say you have; right?

MR. HALLOUM: For now, yes, but with further discovery, I am

(continued...)

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his assertion that he was denied a meaningful opportunity to

present evidence, the record reflects otherwise. The issue of

the validity of the signature on the Retainer Agreement was

raised at the evidentiary hearing on August 12, 2015; the

bankruptcy court made clear at that time that evidence was

necessary and that the parties were to present their evidence on

that issue at the evidentiary hearing on August 13, 2015. 

Despite the colloquy on August 12, only Mr. Ryder presented

additional evidence.

Because the bankruptcy court’s “account of the evidence is

plausible in light of the record viewed in its entirety,” we may

not reverse.

The Fee Disclosure Did Not Supersede the Retainer Agreement

Mr. Halloum next asserts that, even if he did sign the

Retainer Agreement, the subsequent execution by Mr. Ryder of the

Fee Disclosure served to render the Retainer Agreement “null and

void.” 

The Fee Disclosure was made pursuant to § 329(a), as

implemented by Rule 2016(b). Section 329(a) provides: 

Any attorney representing a debtor in a case under this

title, or in connection with such a case, whether or

not such attorney applies for compensation under this

title, shall file with the court a statement of the

compensation paid or agreed to be paid, if such payment

or agreement was made after one year before the date of

filing of the petition, for services rendered or to be

rendered in contemplation of or in connection with the

7(...continued)

certain there will be more offensive issues.

See August 12 hearing transcript at 104:12-17. It does not

appear that the issue of “further discovery” was ever discussed.

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case by such attorney, and the source of such

compensation.

Compliance with § 329(a) is mandatory. For purposes of

chapter 11, it generally serves to advise the court and

interested parties of payments received from the debtor in the

prior year.8 In this case, the payment that was received was the

retainer, deposited with the Law Firm pursuant to the Retainer

Agreement, in the amount of $40,000. Rule 2016(b) requires

supplemental disclosures in the event additional payment is

received from the debtor. As noted by the bankruptcy court, the

Employment Application, filed after the Fee Disclosure, provided

the most important and complete disclosures regarding fees in

Mr. Halloum’s case. Both the Employment Application and the

Interim Fee Applications served Rule 2016(b)’s purpose of

disclosing supplemental compensation the Law Firm had received or

would receive from Mr. Halloum. 

The bankruptcy court entered the Employment Order based on

its review of the Employment Application. At the time it

considered the Employment Application, the bankruptcy court

understood that the Law Firm’s employment would be on an hourly

basis, with compensation to be determined under the “lodestar”

analysis, consistent with the customary method for compensation

of chapter 11 professionals representing debtors-in-possession. 

8 We observe that the extensive litigation regarding whether

the Law Firm had agreed to a fixed fee representation of Mr.

Halloum likely could have been avoided had the Law Firm

summarized the fee provisions which were set forth in the

Retainer Agreement and stated its hourly rates in the Fee

Disclosure.

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The bankruptcy court noted in its findings that in the rare case

where the compensation method deviates from what is customary,

its employment order would leave no ambiguity regarding that

deviation. That the bankruptcy court and all parties, with the

exception of Mr. Halloum’s protestations late in the case,

proceeded under the understanding that the Law Firm’s

compensation would be on a lodestar basis, is supported by the

fact that five Interim Fee Applications, supported by

declarations of Mr. Halloum, were submitted by the Law Firm and

approved by the bankruptcy court. 

The record does not support Mr. Halloum’s position that he

delayed raising the issue publicly because of “duress” imposed

upon him by Mr. Ryder in the form of threats to withdraw from

representation if Mr. Halloum did not pay. Mr. Ryder testified

that Mr. Halloum opposed the Proposed Fee Application because he

could not pay it, not because it was not due. The court found

that Mr. Ryder’s proposal to postpone receipt of his compensation

to a date after the effective date of any plan that might be

confirmed affirmatively defeated any assertion of duress.

Mr. Halloum sets great store in the fact that Mr. Ryder

admitted in his testimony that he had signed the Fee Disclosure. 

Mr. Halloum interprets this testimony as a “restatement” of the

alleged fixed fee agreement. Alternatively, he suggests that the

Fee Disclosure, when viewed with the Employment Application and

the Interim Fee Applications, demonstrates the “inconsistencies”

in Mr. Ryder’s filings with the court regarding fees. Both

arguments ignore the reality that the Fee Disclosure serves a

different purpose than either an employment order or a fee award. 

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As such, the fact of its existence is not sufficient to “cap”

chapter 11 compensation as Mr. Halloum argues.

The Bankruptcy Court’s Fee Award Is Supported By the Record

The bankruptcy court applied the correct law, § 330(a)(3),

in evaluating the Final Fee Application. Section 330(a)(3)

provides:

In determining the amount of reasonable compensation to

be awarded to . . . a professional person, the court

shall consider the nature, the extent, and the value of

such services, taking into account all relevant

factors, including --

(A) the time spent on such services;

(B) the rates charged for such services;

(C) whether the services were necessary to the

administration of, or beneficial at the time at which

the service was rendered toward the completion of, a

case under this title;

(D) whether the services were performed within a

reasonable amount of time commensurate with the

complexity, importance, and nature of the problem,

issue, or task addressed;

(E) with respect to a professional person, whether the

person is board certified or otherwise has demonstrated

skill and experience in the bankruptcy field; and

(F) whether the compensation is reasonable based on the

customary compensation charged by comparably skilled

practitioners in cases other than cases under this

title.

The bankruptcy court also determined that the compensation sought

did not involve (1) unnecessary duplication of services,

(2) services that were not reasonably likely to benefit the

bankruptcy estate, or (3) services that were not necessary to the

administration of the case. See § 330(a)(4).

We do not address Mr. Halloum’s perceived errors in the

record that relate to the bankruptcy court’s recitation of the

reasons the chapter 11 case was not successful, which findings

support the “reasonable and necessary” component of the fee

analysis. Although Mr. Halloum expressed to the bankruptcy court

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his dissatisfaction with his representation by the Law Firm in at

least two particulars, i.e., attempting to resolve a nondischargeability claim through the plan rather than by achieving

a dismissal of the adversary proceeding and refusing to seek

subordination of the Bank’s claim even though there was no legal

basis for doing so, Mr. Halloum never questioned any specific

time entry in the Final Fee Application. Similarly, Mr. Halloum

does not raise on appeal any purported error by the bankruptcy

court in approving any specific fees.

VI. CONCLUSION

On remand the bankruptcy court made findings of fact and

conclusions of law in support of the original Fee Order. 

Mr. Halloum did not oppose the amount of the fees awarded other

than on the basis that the Law Firm had agreed to compensation

for all services for a fixed fee of $40,000. The bankruptcy

court’s finding that Mr. Halloum signed the Retainer Agreement

was not clear error. Further, the bankruptcy court’s

interpretation of the purpose and effect of the Fee Disclosure in

light of § 329(a) and Rule 2016(b) was not error.

Accordingly, we AFFIRM the bankruptcy court’s Reinstated

Order.

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