C & S Co. v. Nelson (In Re South Edge, LLC)

FILED
NOT FOR PUBLICATION JAN 02 2015
MOLLY C. DWYER, CLERK
UNITED STATES COURT OF APPEALS U.S. COURT OF APPEALS
FOR THE NINTH CIRCUIT
In re: SOUTH EDGE, LLC, No. 12-17255
Debtor. D.C. No. 2:11-cv-01607-LRH-
__________________________________ VCF
C&S COMPANY, INC.,
MEMORANDUM*
Plaintiff - Appellant,
v.
CYNTHIA NELSON, Chapter 11 Trustee
of the Estate of South Edge, LLC; et al.,
Defendants - Appellees.
Appeal from the United States District Court
for the District of Nevada
Larry R. Hicks, District Judge, Presiding
Submitted December 12, 2014**
San Francisco, California
*
This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
**
The panel unanimously finds this case suitable for decision without
oral argument. Fed. R. App. P. 34(a)(2)(C).
Before: FISHER, RAWLINSON, and MURGUIA, Circuit Judges.
C&S Company appeals the district court’s order affirming the bankruptcy
court’s decision allowing C&S’s claim to proceed as nonrecourse, but barring
recovery from South Edge’s bankruptcy estate. We have jurisdiction under 28
U.S.C. § 158(d)(1). Reviewing the bankruptcy court’s rulings independently,
Neilson v. United States (In re Olshan), 356 F.3d 1078, 1083 (9th Cir. 2004), we
affirm.
C&S argues that the bankruptcy court made an error of law, and therefore
abused its discretion, when it determined that the Stipulation Regarding Relief
from the Automatic Stay unambiguously prevented C&S from recovering against
South Edge’s bankruptcy estate. See Koon v. United States, 518 U.S. 81, 100
(1996) (“The abuse-of-discretion standard includes review to determine that the
discretion was not guided by erroneous legal conclusions.”). We hold that the
bankruptcy court did not abuse its discretion in sustaining the Estate’s objection to
C&S’s proof of claim.
“The interpretation of a settlement agreement is governed by principles of
state contract law.” Botefur v. City of Eagle Point, 7 F.3d 152, 156 (9th Cir. 1993)
(citing Jeff D. v. Andrus, 899 F.2d 753, 759 (9th Cir. 1989)). Under Nevada law,
“[a] contract is ambiguous only when it is subject to more than one reasonable
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interpretation.” State ex rel. Masto v. Second Judicial Dist. Court ex rel. Cnty. of
Washoe, 199 P.3d 828, 832 (Nev. 2009). Contrary to C&S’s assertion, the
bankruptcy court did not find that the Stipulation was subject to more than one
reasonable interpretation. Instead, the bankruptcy court repeatedly stated that the
Stipulation’s terms were “clear.” We agree with the bankruptcy court. In the
Stipulation, C&S promised that it would not “exercise any right, remedy or claim”
against South Edge or South Edge’s bankruptcy estate. “Any claim”
unambiguously includes a claim made within bankruptcy proceedings. A contract
is not ambiguous “simply because the parties disagree on how to interpret their
contract.” Galardi v. Naples Polaris, LLC, 301 P.3d 364, 366 (Nev. 2013).
Because the terms of the Stipulation are unambiguous, any extrinsic
evidence of the parties’ intentions with respect to those terms is irrelevant. See
Kaldi v. Farmers Ins. Exch., 21 P.3d 16, 21 (Nev. 2001) (“Where ‘a written
contract is clear and unambiguous on its face, extraneous evidence cannot be
introduced to explain its meaning.’” (quoting Geo. B. Smith Chem. Works, Inc. v.
Simon, 555 P.2d 216, 217 (Nev. 1976)). Further, the bankruptcy court did not
abuse its discretion when it denied C&S’s untimely motion for an evidentiary
hearing. See Zurich Am. Ins. Co. v. Int’l Fibercom, Inc. (In re Int’l Fibercom, Inc),
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503 F.3d 933, 946 (9th Cir. 2007) (affirming bankruptcy court’s denial of an
evidentiary hearing where additional evidence was unnecessary for the decision).
AFFIRMED.
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