SEITZ v. MILLER
MEMORANDUM/OPINION THAT THE COURT WILL AFFIRM THE BANKRUPTCY COURT'S ORDER. SIGNED BY HONORABLE EDWARD G. SMITH ON 11/21/17. 11/21/17 ENTERED AND COPIES E-MAILED. (ky, )
IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
GARY F. SEITZ,
CIVIL ACTION NO. 17-2895
Bankruptcy No. 12-16015SR
Adv. No. 16-448
November 21, 2017
The bankruptcy trustee appellee prosecuted an adversary proceeding seeking to recover
fees that the Chapter 7 debtor appellant received as an attorney in prepetition litigations. The
bankruptcy court granted summary judgment in favor of the trustee primarily based on the
doctrine of collateral estoppel. The doctrine, according to the bankruptcy court, barred relitigation of the issue of whether the prepetition litigation fees were property of the bankruptcy
estate. On that issue, the bankruptcy court had determined in a prior adversary proceeding that
the fees were in fact property of the bankruptcy estate, and that the debtor had concealed those
fees at the time of her bankruptcy petition. The debtor appealed, challenging the bankruptcy
court’s application of collateral estoppel, overextension of its jurisdiction, and alleged failure to
consider her cross-motion for summary judgment.
After considering the applicable record and the parties’ submissions, and after hearing
oral argument from counsel, the court finds that the bankruptcy court’s application of collateral
estoppel was proper. Additionally, the bankruptcy court did not improperly extend is jurisdiction
or fail to consider the debtor’s cross-motion for summary judgment. Accordingly, the court will
affirm the decision of the bankruptcy court.
BACKGROUND AND PROCEDURAL HISTORY
The appellant, Ann Miller (“Miller”), filed for Chapter 7 bankruptcy on June 23, 2012.
In re Ann Miller, Bankr. No. 12-16015SR (“In re Miller”), Doc. No. 1. The bankruptcy court
appointed the appellee, Gary F. Seitz (“Seitz”), as the bankruptcy trustee on June 25, 2012. In re
Miller, Doc. No. 9. Seitz filed a report of no assets on August 1, 2012, and the bankruptcy court
entered a discharge order on October 12, 2012. In re Miller, Doc. Nos. 28, 36. The bankruptcy
court entered an order approving Seitz’s report, discharging Seitz, and closing the bankruptcy
case, on January 2, 2014. In re Miller, Doc. Nos. 43, 44.
Joan Zubras (“Zubras”) filed a motion to reopen Miller’s bankruptcy case on March 4,
2015. In re Miller, Doc. No. 46. She alleged that Miller failed to report on her bankruptcy
schedules, inter alia, (1) Zubras as a prepetition creditor, and (2) active class action litigations
wherein Miller was a counsel of record, with an interest in counsel fees, some of which she later
collected. Id. The bankruptcy court granted Zubras’s motion on May 14, 2015, and reappointed
Seitz as the trustee on June 11, 2015. In re Miller, Doc. Nos. 54, 58. Zubras then filed an
adversary proceeding (the “Zubras adversary proceeding”) against Miller on June 22, 2015,
seeking (1) revocation of Miller’s bankruptcy discharge, (2) denial of Miller’s bankruptcy
discharge, or (3) a determination excepting Zubras’s claim against Miller from Miller’s
discharge. In re Miller, Doc. No. 64; Zubras v. Miller (In re Miller), AP 15-231 (“Zubras”),
Doc. No. 1; Zubras, Mem. Op. (“Zubras Opinion”) at 1, Doc. No. 35.
The bankruptcy court revoked and denied Miller’s Chapter 7 bankruptcy discharge based
on “1) [Miller’s] voluminous false testimony under oath; 2) the assets and income concealed by
her; 3) the information withheld by her from [Zubras], the Trustee, and the Court; [and] 4) her
intentions in engaging in the fraudulent conduct[.]” Zubras Opinion at 2, 55 (alterations to
original); In re Miller, Doc. Nos. 71, 72; Zubras, Doc. Nos. 35, 36. The bankruptcy court based
its conclusion that Miller had concealed assets on the court finding that at the time of her
bankruptcy petition, she was entitled to three payments totaling $54,510 from prepetition work
that she had performed in two litigations (the Kia and Imprelis litigations), she failed to disclose
them in her bankruptcy schedules, and she intentionally concealed their value from Seitz at the
August 1, 2012 creditors meeting. Zubras Opinion at 32-41; In re Miller, Doc. No. 71. Miller
did not file a motion for reconsideration or appeal from the order.
Seitz then filed an adversary proceeding (the “Seitz adversary proceeding”) against
Miller on December 16, 2016, seeking to recover the Kia and Imprelis litigation fees. In re
Miller, Doc. No. 75; Seitz v. Miller (In re Miller), AP 16-448 (“Seitz”), Doc. No. 1; Seitz, Mem.
Op. (“Seitz Opinion”) at 3, Doc. No. 30. Although the parties reached a settlement agreement,
the bankruptcy court denied Seitz’s motion to approve the agreement on April 6, 2017. In re
Miller, Doc. Nos. 78, 80; Seitz, Doc. Nos. 10, 12. Seitz then moved for summary judgment in
the adversary proceeding on April 20, 2017. Seitz, Doc. No. 14. Miller responded on May 11,
2017, attended a court hearing on Seitz’s motion on May 25, 2017, and subsequently filed a
cross-motion for summary judgment on June 11, 2017. Seitz, Doc. Nos. 22, 23, 25. The
bankruptcy court granted summary judgment in favor of Seitz on June 21, 2017, and entered
judgment in the amount of $54,510.47 in favor of Seitz and against Miller. Seitz, Doc. Nos. 30,
In granting summary judgment in favor of Seitz, the bankruptcy court held that (1) the
doctrine of collateral estoppel barred re-litigation over the fee payments from the Kia and
Imprelis litigations, and (2) even if collateral estoppel did not apply, Miller failed to present a
triable issue of fact as to whether the fee payments from the Kia and Imprelis litigations were
attributable to pre- or post-bankruptcy petition work. Seitz Opinion at 4-10. Miller appealed the
bankruptcy court’s grant of summary judgment and entry of judgment against her on June 27,
2017. Doc. No. 1. After unsuccessfully seeking a stay in the bankruptcy court, Miller filed an
emergency motion for stay pending appeal on July 17, 2017. Doc. No. 8. This court denied that
motion on August 7, 2017, reasoning, inter alia, that Miller was unlikely to succeed on the
merits of her appeal because it appeared that the bankruptcy court properly applied the doctrine
of collateral estoppel. Doc. No. 23.
Miller filed her brief in support of the appeal on July 27, 2017. Doc. No. 17. Seitz filed
his opposing brief on August 28, 2017. Doc. No. 30. Miller filed a reply brief on September 11,
2017. Doc. No. 33.
Standard of Review
On appeal from a final order entered by a bankruptcy court, the district court reviews the
order using the traditional standards of review: With regard to the bankruptcy court’s legal
conclusions, the district court reviews those conclusions de novo. In re Trans World Airlines,
145 F.3d 124, 131 (3d Cir. 1998) (citation omitted). The court reviews the bankruptcy court’s
findings of fact to examine whether they are “clearly erroneous.” Am. Flint Glass Workers
Union v. Anchor Resolution Corp., 197 F.3d 76, 80 (3d Cir. 1999) (citing In re Krystal Cadillac
Oldsmobile GMC Truck, Inc., 142 F.3d 631, 635 (3d Cir. 1998)).
A finding of fact is “clearly erroneous” if “although there is evidence to support it, the
reviewing court on the entire evidence is left with a definite and firm conviction that a mistake
has been committed.” United States v. United States Gypsum Co., 333 U.S. 364, 395 (1948).
Also, when applying the clearly erroneous standard, “[i]t is the responsibility of an appellate
court to accept the ultimate factual determination of the fact-finder unless that determination
either (1) is completely devoid of minimum evidentiary support displaying some hue of
credibility, or (2) bears no rational relationship to the supportive evidentiary data.” DiFederico
v. Rolm Co., 201 F.3d 200, 208 (3d Cir. 2000) (citations and internal quotation marks omitted).
Thus, “[t]he fact that a reviewing court would have decided the matter differently does not render
a finding of fact clearly erroneous.” First Western SBLC, Inc. v. Mac-Tav, Inc., 231 B.R. 878,
881 (D.N.J. 1999) (citing Anderson v. Bessemer City, 470 U.S. 564, 573-74 (1985)).
On appeal, Miller argues that the bankruptcy court (1) improperly applied collateral
estoppel because, inter alia, the courts in both the Zubras and Seitz adversary proceedings could
not exercise jurisdiction over the contingent fee cases and referral fees, (2) failed to consider and
decide her cross-motion for summary judgment, and (3) exceeded its authority throughout the
Seitz adversary proceeding. Appellant’s Br. at 10-21, Doc. No. 17. The court rejects each
ground for appeal.
The Bankruptcy Court’s Application of Collateral Estoppel Was Proper
The bankruptcy court’s primary basis for granting summary judgment was that the
doctrine of collateral estoppel barred re-litigation of whether the fees that Miller received from
the Kia and Imprelis litigations were property of the bankruptcy estate. Therefore, the court will
first consider whether the bankruptcy court’s application of collateral estoppel was proper.
The doctrine of collateral estoppel requires that “once an issue is actually and necessarily
determined by a court of competent jurisdiction, that determination is conclusive in subsequent
suits based on a different cause of action involving a party to the prior litigation.” Howard Hess
Dental Labs. Inc. v. Dentsply Int’l, Inc., 602 F.3d 237, 247 (3d Cir. 2010) (internal quotation
marks and citation omitted). A party seeking to invoke collateral estoppel must establish the
following requirements: “(1) the identical issue was previously adjudicated; (2) the issue was
actually litigated; (3) the previous determination was necessary to the decision; and (4) the party
being precluded from re-litigating the issue was fully represented in the prior action.” Id.
(internal quotation marks and citation omitted).
As to the first requirement, Seitz’s adversary proceeding and summary judgment motion
sought a ruling that the fees Miller received from the Kia and Imprelis litigations were property
of the bankruptcy estate. Seitz Opinion at 2-3, 5. Likewise, in the Zubras adversary proceeding,
the bankruptcy court determined that Miller’s fee interests in the Kia and Imprelis litigations
were property of the bankruptcy estate. Zubras Opinion at 41. Thus, the first requirement for
collateral estoppel to lie was satisfied.
As to the second requirement, that the issue must be actually litigated, the bankruptcy
court considered evidence regarding Miller’s participation in the Kia and Imprelis litigations and
her subsequent receipt of fees from them in the Zubras adversary proceeding. Id. at 37-41. The
bankruptcy court also considered and rejected Miller’s argument that as plaintiffs’ counsel in the
prepetition litigations, she did not have a property right in the contingent fees until the cases
resolved, and therefore, did not have to disclose the fees as part of the bankruptcy estate. Id. at
32-36. After the bankruptcy court ruled against Miller in the Zubras adversary proceeding, she
did not move for reconsideration or appeal from the bankruptcy court’s ruling. Therefore, the
issue was actually litigated and the second requirement was satisfied.
As to the third requirement, that the previous determination must have been necessary to
the decision, the Zubras adversary proceeding sought to revoke Miller’s bankruptcy discharge
for her failure to disclose her fee interests in the Kia and Imprelis litigations as property of the
bankruptcy estate. The Zubras Opinion’s determination that the fee interests in the litigations
were in fact property of the bankruptcy estate was therefore necessary to that court’s revocation
of Miller’s bankruptcy discharge, and the third requirement was satisfied. Id. at 39-41.
Concerning the fourth requirement, full representation, counsel represented Miller in the
Zubras adversary proceeding, and while the bankruptcy court ultimately rejected arguments
made by her counsel in her defense, her counsel nonetheless made them, and the bankruptcy
court considered them. Id. at 32-41. Thus, the fourth and final requirement for the imposition of
collateral estoppel was satisfied.
Miller’s foremost argument against the application of collateral estoppel is unpersuasive.
She asserts that:
collateral estoppel cannot and does not apply because the Bankruptcy Court, like
the Trustee, failed to inquire and establish an essential prerequisite to the
judgment: that the contingent fee cases and referral fees based on such cases were,
in fact, property over which the Bankruptcy Court could exercise jurisdiction and
award to the Trustee. This issue was never decided in the Zubras adversary . . . .
Appellant’s Br. at 15-16. More specifically, Miller argues that the judgments in each of the
Zubras and Seitz adversary proceedings are void because the bankruptcy court lacked subjectmatter jurisdiction when it contravened Pennsylvania state law on whether Miller had a property
interest in the contingent fee cases and referral fees.
Id. at 19-21.
She cites a host of
Pennsylvania cases in support of the proposition that unrealized contingent fees from pending
cases are not assets of the attorney. Id.
Even assuming Miller is correct that unrealized contingent fees from pending cases are
not assets under Pennsylvania law, and assuming the bankruptcy court’s contrary holding in the
Zubras adversary proceeding is erroneous, it does not follow that the bankruptcy court lacked
subject-matter jurisdiction. Bankruptcy courts have subject-matter jurisdiction over four types of
title 11 matters:
(1) cases “under” title 11; (2) proceedings “arising under” title 11; (3) proceedings
“arising in” a case under title 11; and (4) proceedings “related to” a case under
title 11. The category of cases “under” title 11 refers merely to the bankruptcy
petition itself. A case “arises under” title 11 if it invokes a substantive right
provided by title 11. Bankruptcy “arising under” jurisdiction is analogous to 28
U.S.C. § 1331, which provides for original jurisdiction in district courts “of all
civil actions arising under the Constitution, laws, or treaties of the United States.”
The category of proceedings “arising in” bankruptcy cases includes such things as
administrative matters, orders to turn over property of the estate and
determinations of the validity, extent, or priority of liens. Proceedings “arise in” a
bankruptcy case, if they have no existence outside of the bankruptcy. Finally, a
proceeding is “related to” a bankruptcy case if the outcome of that proceeding
could conceivably have any effect on the estate being administered in bankruptcy.
Stoe v. Flaherty, 436 F.3d 209, 216 (3d Cir. 2006), as amended (Mar. 17, 2006) (some internal
quotation marks and citations omitted). The first three title 11 matters are “core proceedings,”
while “related to” proceedings are “non-core proceedings.” Id. Because a determination as to
what personalty is the property of the bankruptcy estate is a core proceeding, a bankruptcy court
properly exercises jurisdiction over an adversary proceeding entailing such a determination. See
In re Snyder, 328 F. App’x 836, 838 (3d Cir. 2009) (agreeing that the bankruptcy court “properly
exercised jurisdiction over an adversary proceeding” and noting that the bankruptcy court
“explained that it was the only court that could determine what personalty belonged to [the
debtor] because that decision would determine what personalty was the property of the estate, a
core matter in the bankruptcy” (alteration to original)). Therefore, a determination that Miller’s
litigation fees were part of the bankruptcy estate was within the bankruptcy court’s subjectmatter jurisdiction.
Miller’s argument to the contrary conflates two concepts of court power: the power to
hear a case and the power to sidestep authority. Miller’s challenge of the Zubras bankruptcy
court’s subject-matter jurisdiction is in fact a mere disagreement with the bankruptcy court’s
decision to include her contingency fees as property of the bankruptcy estate. The time for her to
challenge the Zubras judgment based on that disagreement passed when she failed to appeal or
move for reconsideration. Therefore, the bankruptcy court’s application of collateral estoppel
The Bankruptcy Court Properly Considered Miller’s Cross-Motion for Summary
In addition to challenging the bankruptcy court’s application of collateral estoppel, Miller
argues that the bankruptcy court erred when it failed to consider her cross-motion for summary
judgment. In support, she cites canons from the Code of Judicial Conduct for United States
Judges requiring judges to permit interested parties the full right to be heard and to maintain
competence in the law. Appellant’s Br. at 18.
This issue is not properly before this court on appeal because it confuses the timing of the
bankruptcy court’s consideration of each motion. Miller filed a cross-motion for summary
judgment 46 days after Seitz filed his original motion, 31 days after responding to Seitz’s
original motion, five days after the court’s hearing on Seitz’s motion, and just 16 days before
appealing to this court. Miller also appealed before the bankruptcy court held its scheduled
hearing on her cross-motion. This court declines the invitation to hold as reversible error the
bankruptcy court’s alleged failure to consider and decide Miller’s cross-motion for summary
judgment within the 16 days before she appealed to this court.
The Bankruptcy Court Did Not Exceed Its Authority
Miller’s final reason for appealing is a rehash of her argument against the application of
collateral estoppel—that the bankruptcy court lacked subject-matter jurisdiction. The court
rejects this argument for the same reasons discussed above.
The court finds that the bankruptcy court properly applied the doctrine of collateral
estoppel. The court further agrees with the bankruptcy court’s assessment that Miller’s failure to
seek redress following the Zubras judgment is fatal. This failure renders as moot Miller’s
argument that the Zubras Opinion relied upon a misunderstanding of the law determining
whether her prepetition litigation fees were property of the bankruptcy estate. Her packaging
(and repackaging throughout this appeal) of this argument as a jurisdictional defect fares no
better. The bankruptcy court also did not err by leaving Miller’s cross-motion for summary
judgment unresolved during the 16 days separating her filing the cross-motion and appealing to
this court. Accordingly, the court will affirm the bankruptcy court’s order.
A separate order follows.
BY THE COURT:
/s/ Edward G. Smith
EDWARD G. SMITH, J.
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