In the

United States Court of Appeals

For the Seventh Circuit

____________

Nos. 03-3019, 03-3042 & 03-3149

IN RE: HEARTLAND STEEL, INC.,

Debtor,

SIEMENS ENERGY & AUTOMATION INC., BASCON,

INC., and VOEST-ALPINE INDUSTRIES, INC.,

Appellants,

v.

MARGARET M. GOOD, Liquidating Agent for

Heartland Steel, Inc. Liquidation Trust,

Appellee.

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Appeals from the United States District Court

for the Southern District of Indiana, Indianapolis Division.

No. 1:02-cv-01252-LJM-WTL—Larry J. McKinney, Chief Judge.

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ARGUED MARCH 29, 2004—DECIDED NOVEMBER 22, 2004

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Before CUDAHY, ROVNER, and WOOD, Circuit Judges.

ROVNER, Circuit Judge. The facts of the underlying

bankruptcy action in this matter are complex, but only the

most basic facts are necessary for purposes of this appeal of

a deadline dispute. In resolution of Chapter 11 bankruptcy

proceedings filed by debtor Heartland Steel, Inc., the
2 Nos. 03-3019, 03-3042 & 03-3149

1 The plan uses the term Liquidation Trustee rather than liquidating agent.

bankruptcy court below issued an order (“confirmation

order”) confirming the liquidation plan (“plan”) of the debtor.

According to the terms of the plan, a liquidating agent— the

subsequently appointed Margaret M. Good—would be

responsible for among other things, filing objections to

claims made by creditors. Three of those claims were filed

by Siemens Energy & Automation, Inc., Bascon Inc., and

Voest-Alpine Industries, Inc.—all of whom had perfected

statutory mechanic’s liens against the debtor’s steel mill

facility. (Collectively, we will refer to the claimants as

“mechanic’s lien claimants”). The liquidating agent filed

objections to all three of these claims. The sole issue presented in this appeal is whether the liquidating agent’s

objections were timely filed. 

The answer to that question hinges on Section 10.1 of the

plan which prescribes the time limit for filing objections to

claims and states as follows:1

Time Limit for Objections to Claims.

Objections to Claims . . . shall be filed by the

Liquidation Trustee (subject to the approval of the

Steering Committee) with the Court and served on each

holder of each of the Claims to which objections are

made not later than ninety (90) days after the Effective

Date, or within such time period as may be fixed by the

Court.

(R. at 3, Doc. No. 414, p.27). Both parties agree that the

plan became effective on Monday, December 10, 2001. The

ninetieth day after the effective date, therefore, fell on

Sunday, March 10, 2002. The liquidating agent mailed her

objections to the mechanic’s lien claimants and to the bank-
Nos. 03-3019, 03-3042 & 03-3149 3

ruptcy court on Thursday, March 7, 2002, and the court

received and filed those objections on Monday, March 11,

2002—the ninety-first day after the effective date, but the

first business day after the Sunday deadline. 

The liquidating agent argues that she timely filed her

objections first and foremost because Federal Bankruptcy

Rule 9006(a) automatically extended the Sunday filing to

the next business day. Rule 9006 (a) states:

In computing any period of time prescribed or allowed

by these rules or by the Federal Rules of Civil Procedure made applicable by these rules, by the local rules,

by order of court, or by any applicable statute, . . . [t]he

last day of the period so computed shall be included,

unless it is a Saturday, a Sunday, or a legal holiday . . .

in which event the period runs until the end of the next

day which is not one of the aforementioned days.

Fed. R. Bank. 9006(a). The March 10 deadline, she argues,

was prescribed and allowed by the bankruptcy court’s confirmation order and thus squarely fell within 9006(a)’s coverage.

Alternatively, the liquidating agent argues that Section

7.15 of the plan which automatically extends all Saturday,

Sunday, and bank holiday “transaction” deadlines to the

next “business day” applies to the claim objection filing

deadline in this case. Section 7.15 reads as follows:

Transactions on Business Days.

If the Distribution Date, or any other date on which

a transaction may occur under the Plan, shall occur on

a day that is not a Business Day, the transaction contemplated by the Plan to occur on such day shall instead incur on the next succeeding Business Day.

(R. at 3, Doc. No. 414, p.26). “Business Days” are defined in

the plan as “any day except Saturday, Sunday, or any day
4 Nos. 03-3019, 03-3042 & 03-3149

on which commercial banks in the State of Indiana are

authorized by law to be closed.” Id. at p.3.

The mechanic’s lien claimants, on the other hand, assert

that a confirmed plan of reorganization is akin to a private

contract between two parties, and as such the deadlines are

not subject to 9006(a) or other procedural rules of the court,

but rather should be read as written. In other words, the

ninetieth day means the ninetieth day; no automatic extensions apply. To the extent there is any ambiguity, they

argue, the terms should be interpreted according to Indiana

contract law, which they maintain does not automatically

extend Sunday filing dates to Monday. Finally, they deny

that Section 7.15’s reference to “transactions” applies to

court filings such as the claim objection filing at issue here.

The bankruptcy court held that Bankruptcy Rule 9006(a)

did not apply to the filing of objections to claims in this case

“because the deadline for filing objections to claims is set

forth in the Plan, which is an agreement between the

Debtor and its pre-confirmation creditors, and not a ‘period

of time prescribed or allowed’” by the court. (R. at 3, Doc.

557, p.8). It also held that the filing of an objection to a

claim is not a “transaction” to which Section 7.15 of the plan

applies. Id. at p.10. The district court reversed the bankruptcy court’s holding regarding the reach of Bankruptcy

Rule 9006(a), reasoning that a plan is neither pure contract

or court order, and although it can be interpreted like a

contract, “the filing deadlines contained therein are subject

to the same rules of procedure as other filing deadlines.” In

re Heartland Steel, No. IP 02-1252-C-M/F, 2003 WL

21508233, at *4 (S.D. Ind. June 26, 2003) (R. at 27, p.7-8).

Consequently, the district court found that the liquidating

agent timely filed the claim objections and that it need not,

therefore, consider the liquidating agent’s argument regarding Section 7.15 of the plan and the definition of a “transaction.” We agree with the district court and affirm. 
Nos. 03-3019, 03-3042 & 03-3149 5

This court, like the district court, reviews the bankruptcy

court’s findings of fact for clear error and its legal conclusions de novo. In re Midway Airlines, 383 F.3d 663, 668 (7th

Cir. 2004). 

As noted above, the mechanic’s lien claimants reason that

a confirmed plan of reorganization is akin to a private

contract between two parties, and since the parties negotiated about and agreed to the deadlines contained therein,

they must be held to the plain terms of that agreement.

Accordingly, objections filed after the 90th day—a requirement set by the clear language of the plan—are not timely

filed. Rule 9006(a), they argue, simply does not apply to a

private contract such as a plan of liquidation. The liquidating agent, on the other hand, urges us to view the plan as

a creature more akin to a consent decree—that is, a document that contains time limits prescribed by an order of a

court, and therefore is subject to the deadline lengthening

rule of 9006(a). The argument, it seems at first glance, boils

down to a classification question: private contract versus

court order.

Each party can find support for its proposition. In Ernst

& Young LLP v. Baker O’Neal Holdings, Inc., 304 F.3d 753,

755 (7th Cir. 2002), we stated that “[a] confirmed plan of

reorganization is in effect a contract between the parties

and the terms of the plan describe their rights and obligations.” But in In re Harvey, 213 F.3d 318, 321 (7th Cir.

2000), we pointed out that a confirmed plan is analogous to

a consent decree and like other court orders (but unlike

private contracts), is given preclusive effect. The appellants

ask us to view the plan and confirmation order as distinct

and separate entities and to regard the latter but not the

former as a court order subject to the provisions of 9006(a).

When a court enters the confirmation order, however, it is

passing judgment on the plan itself, giving effect to every

provision of that plan and, in essence, incorporating by

reference the entirety of the plan into the judgment. Cf. In
6 Nos. 03-3019, 03-3042 & 03-3149

2 But see In re Ampace Corp., 279 B.R. 145, 152 (Bankr. D. Del.

2002) (finding that plan was not incorporated by reference into the

confirmation order where the only reference the order made to the

plan was to note that a copy of the plan was attached.) The

district court below disagreed with the Ampace court’s conclusion

on this point, as do we. In any case, we do not think Ampace is an

otherwise helpful case in answering whether Bankruptcy Rule

9006(a) extends the Sunday deadline of a confirmation plan to

Monday. Ampace did not address the automatic extension of

9006(a), but instead confronted the tensions between Bankruptcy

Rule 9006(b)—allowing a court to enlarge a period of time with or

without motion and notice—and 11 U.S.C. § 1127(b) which allows

modification of a plan only after notice and a hearing. Id. at 151.

The liquidating trustee in that case had asked the court for a

series of extensions totaling nearly eight months—a modification

that the court considered substantive and material enough to

constitute a modification under § 1127(b) and thus not subject to

the terms of 9006(b).

re Matter of Weber, 25 F.3d 413, 416 (7th Cir. 1994) (noting

that by confirming a plan, a reorganization court passes

judgment on the terms of that plan).2

 In essence then, all of

the provisions of the plan are “prescribed or allowed” by the

confirmation order of the court, thus meeting the prerequisite of Bankruptcy Rule 9006(a).

The conclusions of Ernst and Young and In re Harvey are

not necessarily incompatible. The broad rule of contract

interpretation asserted in Ernst and Young is uncontroversial and practical: when faced with ambiguous language in

a document drafted by private parties (that is, a document

that looks like a contract), one should apply the ordinary

rules of contract construction. In this case, however, the

plan language is not ambiguous. Both parties agree that the

objections were to be filed within ninety days of the effective date of the plan. The parties also would agree that,

had that same deadline language been included in the

bankruptcy court’s confirmation order rather than in the
Nos. 03-3019, 03-3042 & 03-3149 7

liquidation plan, Rule 9006(a) would have undoubtedly

applied and extended the Sunday deadline to the next business day. The question then is not what rules of interpretation to apply to ambiguous language in a plan, but rather the

overlay, if any, between rules of court procedure and

liquidation plans. Specifically, the question is whether the

bankruptcy rules which extend deadlines for court ordered

prescriptions of time apply to confirmed bankruptcy plans.

Cases that discuss resolution of ambiguous plan language,

therefore, are not helpful to resolution of the peculiar question posed in this case. Neither is it necessary to classify the

document at issue here as pure contract or pure court order.

What is important, it seems, is to determine the purpose

and effect of the deadline language at issue. Since the

controverted deadline language in the plan indicates the

time for filing documents with the court, the reasonable

interpretation would be to look to the procedural rules of

the court. After all, these rules have been set by the court

in part for its convenience in receiving filings.

Furthermore, we agree with the cogent reasoning of the

district court judge who concluded that, “[w]ithout the

Bankruptcy Court’s confirmation order, there would be no

period of time to compute. It is the confirmation order that

gives effect to all terms, substantive and procedural, in the

Plan, and thus prescribes or allows them.” In re Heartland

Steel, 2003 WL 21508233, at *4 (R. at 27, p.7) (emphasis in

original). And once a plan is confirmed, as the district court

reminds us, it may be modified only when the court confirms the modification. 11 U.S.C. § 1127(b). In contrast, a

court’s approval is not needed for a private contract. In

short, a plan is not simply a private contract subject only to

rules of contract interpretation (though indeed it may be

contract-like for some purposes). It is an agreement whose

every provision has been approved and therefore activated

by court order. We decline, therefore, to rely solely on

Indiana contract law to resolve the dispute in this case, and
8 Nos. 03-3019, 03-3042 & 03-3149

consequently, we need not determine whether Indiana

contract law would automatically extend the Sunday filing

deadline to the following Monday.

By holding that Bankruptcy Rule 9006(a) applies to

extend the deadlines in Section 10.1 of this particular liquidation plan, we do not mean to imply that two or more

parties could never draft language to avoid the automatic

rollover provision created by Rule 9006(a). They simply

have not done so in this case. The mechanic’s lien claimants

point to Section 13.11 of the plan as evidence that they did

indeed intend for Indiana contract law rather than the

procedural rules of the bankruptcy court to apply. Section

13.11 of the plan, however, begs rather than answers the

underlying question in this appeal. Section 13.11 states:

“Except to the extent that the Bankruptcy Code is applicable, the rights and obligations arising under this Plan shall

be governed by, and construed and enforced in accordance

with the laws of the State of Indiana.” (R. at 3, Doc. No.

414, p.37). The problem for the mechanic’s lien claimants is

that the bankruptcy code is indeed applicable to the deadline for filing claims objections. The Federal Rule of Bankruptcy Procedure extending the deadline to Monday

therefore will apply and not the laws of the State of Indiana.

Finally, the mechanic’s lien claimants also argue that the

liquidating agent could have filed her objections on Sunday

pursuant to a rule from the Procedural Guide for the United

States Bankruptcy Court for the Southern District of

Indiana which states:

When exigent circumstances exist and counsel needs to

file paper outside of normal working hours, advance

contact should be made with the Bankruptcy Clerk’s

Office during normal business hours to arrange after

hours filings . . . . In any event, reasonable efforts will

be made to accommodate extraordinary needs of this

nature.
Nos. 03-3019, 03-3042 & 03-3149 9

3 The liquidating agent explains only that “a secretary had mailed

the objections from Indianapolis to the Terre Haute Division” on

Thursday March 7. Brief of Appellee at 2 n.3.

Procedural Guide of the U.S. Bank. Ct. S. Dist. Ind. at 3.

Neither the liquidating agent nor the mechanic’s lien claimants could point to any exigent circumstances or extraordinary needs that would have justified a Sunday filing.3

 Nor

can we identify any. And of course the court makes no

guarantees that such a filing can be accommodated even in

the face of such needs. Id. In any event, the liquidating

agent had no need to test the bounds of the bankruptcy

court’s accommodations, as Rule 9006(a) did indeed afford

her the right to file a timely objection on Monday.

Because we conclude that Federal Bankruptcy Rule

9006(a) extended the Sunday deadline to Monday, we need

not determine whether Section 7.15 of the plan would have

done the same. We conclude that the liquidating agent

timely filed her objections to the mechanic’s lien claimants’

claims.

AFFIRMED
10 Nos. 03-3019, 03-3042 & 03-3149

A true Copy:

Teste: 

 ________________________________

Clerk of the United States Court of

Appeals for the Seventh Circuit 

USCA-02-C-0072—11-22-04