In re CF&I Fabricators of Utah, Inc.
APPEAL
169 B.R. 984 (D.Utah)
reissued Jul-12-1994
In 1993, chapter 11 debtor sold substantially all of its assets to Oregon Steel, a good faith purchaser for value, in accordance with 11 U.S.C. § 363(b) and pursuant to a court approved plan of reorganization. Objecting creditors appealed, but did not seek a stay of the bankruptcy court's orders confirming debtor's reorganization plan and authorizing the sale to Oregon Steel. Noting the importance of finality in bankruptcy, the district court held that appellants' failure to seek a stay of the bankruptcy court orders rendered the appeal moot under § 363(m). The district court also rejected appellants' request to affirm the asset sale but remove the provision that the sale was free and clear of creditor claims. In so ruling, the court indicated it could not grant appellants such relief without undoing a substantially and effectively consummated plan, particularly since the free and clear term was an express condition of the sale. Removal of that condition would risk unravelling the entire sale agreement, and the court "refuse[d] to play the 'Humpty Dumpty repairman' for such an ominous task."