NOT FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

In the Matter of: PG&E CORPORATION; 

PACIFIC GAS & ELECTRIC COMPANY, 

Debtors, 

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

PUBLIC EMPLOYEES RETIREMENT 

ASSOCIATION OF NEW MEXICO; YORK 

COUNTY ON BEHALF OF THE COUNTY 

OF YORK RETIREMENT FUND; CITY 

OF WARREN POLICE AND FIRE 

RETIREMENT SYSTEM; MID-JERSEY 

TRUCKING INDUSTRY & LOCAL NO. 

701 PENSION FUND, 

Appellants, 

 v. 

PG&E CORPORATION; PACIFIC GAS 

AND ELECTRIC COMPANY; OFFICIAL 

COMMITTEE OF TORT CLAIMANTS; 

OFFICIAL COMMITTEE OF 

UNSECURED CREDITORS, 

Appellees.

No. 21-16507 

D.C. No. 4:20-cv-04567-HSG 

MEMORANDUM*

Appeal from the United States District Court

for the Northern District of California

* This disposition is not appropriate for publication and is not precedent 

except as provided by Ninth Circuit Rule 36-3.

FILED

MAY 16 2023

MOLLY C. DWYER, CLERK

U.S. COURT OF APPEALS

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May 17, 2023

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

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Haywood S. Gilliam, Jr., District Judge, Presiding

Argued and Submitted May 5, 2023

San Francisco, California

Before: WARDLAW, NGUYEN, and KOH, Circuit Judges.

The Public Employees Retirement Association of New Mexico, York 

County on Behalf of the County of York Retirement Fund, City of Warren Police 

and Fire Retirement System, and Mid-Jersey Trucking Industry & Local No. 701 

Pension Fund (collectively, “PERA”) appeal the district court’s affirmance of the

bankruptcy court’s order confirming the Chapter 11 Reorganization Plan (“Plan”) 

for PG&E Corporation and Pacific Gas and Electric Company (collectively, 

“PG&E”). PERA challenges only the part of the Confirmation Order approving an

Insurance Deduction for Class 10A-II. PG&E and the Official Committee of Tort 

Claimants (“TCC”) oppose the appeal. We have jurisdiction under 28 U.S.C. 

§ 158(d)(1), and we affirm.

1. The TCC has failed to meet its burden for dismissal under the doctrine 

of equitable mootness. See In re Thorpe Insulation Co., 677 F.3d 869, 880 (9th 

Cir. 2012). We find that the balance of the four Thorpe factors weighs against a 

finding of equitable mootness. First, although PERA failed to seek a stay of the 

confirmation order, this fact does not require dismissal because the court can still 

fashion effective relief. See Suter v. Goedert, 504 F.3d 982, 990 (9th Cir. 2007) 

(holding that the failure to seek a stay did not equitably moot an appeal because 

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circumstances would still permit the court to grant relief to the parties); In re 

Sylmar Plaza, L.P., 314 F.3d 1070, 1074 (9th Cir. 2002) (holding that an appeal is 

not moot despite failure to seek a stay because it was still possible to fashion 

effective relief). Second, the Plan has been substantially consummated, which 

weighs in favor of equitable relief. Third, the TCC has failed to show how 

innocent third parties would be unduly affected by the appeal. The relief requested 

would not change PERA’s or Fire Victims’ ability to pursue PG&E’s Side B 

Insurance Coverage outside of bankruptcy, and the TCC’s argument that the relief 

would affect the dilution of Fire Victims’ stock is speculative. Finally, and most 

importantly, the requested relief—a modification of the Insurance Deduction 

affecting only Class 10A-II—would not require unwinding “complex or difficult” 

transactions on which other parties are entitled to rely. See In re Mortgs. Ltd., 771 

F.3d 1211, 1215 (9th Cir. 2014). Thus, the TCC’s pending motion to dismiss the 

appeal as equitably moot, Dkt 50, is DENIED.

2. Considering the particular circumstances of this case and the terms of 

the Plan, the bankruptcy court did not err in concluding that the Insurance 

Deduction is consistent with Ivanhoe Bldg. & Loan Ass’n of Newark, N.J. v. Orr, 

295 U.S. 243 (1935). Ivanhoe stands for the proposition that a creditor who may 

also recover from a third party to satisfy its claim against the debtor may file a 

proof of claim in bankruptcy for the total amount the creditor is owed, but the sum 

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of the creditor’s recovery from the debtor and any third party may not exceed the 

full value of the creditor’s claim. Id. at 246.

The bankruptcy court plausibly concluded that the Insurance Deduction is 

necessary to prevent double recovery (i.e., recovery in excess of the full value of a 

creditor’s claim) because Class 10A-II claimants would be “paid in full in shares” 

under the Plan, so a claimant who received money from a third party on account of 

his claim “can’t get the full payment of [shares].” We review the bankruptcy 

court’s factual determination for clear error. “[A] factual determination is clearly 

erroneous if it is illogical, implausible, or without support in the record.” In re 

Retz, 606 F.3d 1189, 1196 (9th Cir. 2010). The bankruptcy court noted that the 

parties negotiated, and PERA agreed to, the formula in Section 1.109, which 

provides that “with respect to an Allowed HoldCo Rescission or Damage Claim,” a 

Class 10A-II claimant will receive a certain number of shares of New HoldCo 

Common Stock. Furthermore, Section 4.14 states that Class 10A-II claimants 

would receive payment constituting “full and final satisfaction, settlement, release, 

and discharge” of their Allowed Claim. The reasonable inference that the 

bankruptcy court drew from these facts is that Section 1.109 sets forth a conversion 

formula that fully compensates a Class 10A-II claimant for their Allowed Claim, 

and PERA agreed to this conversion formula. Under Ivanhoe, if Class 10A-II will 

be fully compensated under the Plan, it follows that the Insurance Deduction is 

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necessary to ensure that Class 10A-II will not receive more than that for which 

they bargained. Thus, we are not “left with a definite and firm conviction that a 

mistake has been committed.” In re Marshall, 721 F.3d 1032, 1039 (9th Cir. 2013) 

(quoting in re Brotby, 303 B.R. 177, 184 (B.A.P. 9th Cir. 2003)).

AFFIRMED.

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