
USCA1 Opinion

	




          November 22, 1995 UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                                                                      ____________________        No. 94-2173                       MONARCH LIFE INSURANCE COMPANY, ET AL.,                                     Appellants,                                          v.                                    ROPES & GRAY,                                      Appellee.                                                                                      ____________________        No. 94-2200                       MONARCH LIFE INSURANCE COMPANY, ET AL.,                                      Appellees,                                          v.                                    ROPES & GRAY,                                      Appellant.                                                                                      ____________________                                     ERRATA SHEET             The  opinion of this Court, issued September 13, 1995, is amended        as follows:             p.9,  1, l.14:  "(Bankr. D.D.C. 1992))."  in place of "(Bankr. D.        Colo. 1992))."                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                                                                      ____________________        No. 94-2173                       MONARCH LIFE INSURANCE COMPANY, ET AL.,                                     Appellants,                                          v.                                    ROPES & GRAY,                                      Appellee.                                                                                      ____________________        No. 94-2200                       MONARCH LIFE INSURANCE COMPANY, ET AL.,                                      Appellees,                                          v.                                    ROPES & GRAY,                                      Appellant.                                                                                      ____________________                    APPEALS FROM THE UNITED STATES DISTRICT COURT                          FOR THE DISTRICT OF MASSACHUSETTS                 [Hon. Frank H. Freedman, Senior U.S. District Judge]                                          __________________________                                                                                      ____________________                               Torruella, Chief Judge,                                          ___________                            Cyr and Stahl, Circuit Judges.                                           ______________                                                                                      ____________________                                          3             Bruce E. Baty,  with whom  Christopher D.  Schneider, Morrison  &             _____________              _________________________  ___________        Hecker, Charles K. Bergin, Jr., and Robinson, Donovan, Madden & Barry,        ______  ______________________      __________________________________        P.C. were on brief for Monarch Life Insurance Company.        ____             John  K. Villa, with whom  Nicole K. Seligman,  Philip J. Deutch,             ______________             __________________   ________________        Williams  & Connolly, Charles S.  Cohen and Egan,  Flanagan and Cohen,        ____________________  _________________     __________________________        P.C. were on brief for Ropes & Gray.        ____                                                                                      ____________________                                  September 13, 1995                                                                                      ____________________                                          2                    CYR,   Circuit  Judge.     Following   an  unsuccessful                    CYR,   Circuit  Judge.                           ______________          intermediate appeal to the district court, Monarch Life Insurance          Co. ("Monarch  Life")  continues  to  press its  challenge  to  a          bankruptcy  court  order enjoining  its  prosecution  of a  legal          malpractice action  in Massachusetts Superior  Court against  its          former counsel,  the law firm  of Ropes &  Gray.   The bankruptcy          court  determined  that  the   Monarch  Life  action  violated  a          permanent injunction incorporated in the confirmed reorganization          plan  of  its  parent corporation,  Monarch  Capital  Corporation          ("Monarch Capital").   We now  affirm the district  court on  the          ground that Monarch Life  is collaterally estopped from asserting          a state court challenge to the bankruptcy court's jurisdiction to          enter  the  permanent injunction  incorporated  in the  confirmed          reorganization plan.                                            I                                          I                                      BACKGROUND                                      BACKGROUND                                      __________                    Monarch Capital, incorporated as  a holding company  in          1968,  marketed life  and  disability  insurance through  Monarch          Life, its  wholly-owned Massachusetts subsidiary,1  and developed          real estate  through another group of  subsidiaries ("real estate          subsidiaries").    Ropes  &  Gray  provided   simultaneous  legal          representation to Monarch Capital and its subsidiaries, including          Monarch Life.  In 1985, Monarch Capital established a  Short-Term                                        ____________________               1For  simplicity sake,  "Monarch  Life" includes  appellants          Springfield  Life  Insurance  Company  and  First  Variable  Life          Insurance Company.                                            3          Investment  Pool  ("STIP"),  a  common bank  account  into  which          Monarch Capital's  subsidiaries agreed to make  daily deposits of          their  excess  cash  balances.   The  STIP  agreement  authorized          Monarch  Capital to  borrow  needed funds  from  the STIP  at  an          interest rate more favorable than the market  rate, and permitted          the subsidiaries to recoup their STIP deposits on demand.                    Beginning   in  1987,  Monarch  Capital's  real  estate          subsidiaries began experiencing serious cash flow problems due to          an abrupt economy-wide decline  in real estate values.   In order          to prop up its failing real estate subsidiaries, Monarch  Capital          began to  borrow heavily  from the  STIP deposits  contributed by          Monarch  Life.     By  1990,  Monarch   Life's  outstanding  STIP          "advances" to  Monarch Capital  approximated $175 million.   When          Monarch Life learned the  extent of Monarch Capital's borrowings,          it unilaterally cancelled its participation in the STIP.  Shortly          thereafter, Monarch Life discharged Ropes &  Gray as its counsel.          During  that same  year, Monarch  Capital borrowed  an additional          $235 million from a group of financial institutions (hereinafter:          "the 235 Banks"), pledging  its capital stock in Monarch  Life as          collateral for the loan.                              In May  1991, the Massachusetts  Insurance Commissioner          placed  Monarch Life in receivership.  The receiver in turn filed          an  involuntary  chapter  11 petition  against  Monarch  Capital.          After  seven months  of negotiation,  the principal  creditors of          Monarch Capital    the 235  Banks and Monarch Life    proposed  a          plan  of reorganization  ("Plan"), which  purported to  settle or                                          4          release a tangle of "complex" claims and cross-claims held by and          against Monarch  Capital, its subsidiaries, and  other creditors.          In  re Monarch  Capital Corp.,  No. 91-41379-JFQ,  slip op.  at 9          _____________________________          (Bankr.  D. Mass. June 25, 1992).2  These included Monarch Life's          claim that Monarch Capital, acting in concert with the 235 Banks,          had used  the STIP  to deplete  Monarch  Life's coffers,  thereby          placing   Monarch  Life   in   violation   of   state   insurance          regulations.3   In  consideration  of their  mutual agreement  to          release claims  and to make  financial contributions to  fund the          Plan,  the  Plan  proponents  insisted  on  the  inclusion  of  a          permanent injunction to protect them from future lawsuits arising          from or related to claims settled under the Plan.                      The  injunction  ultimately   included  in  the   order          confirming the Plan provides as follows:                      In  addition  to  the discharge  provided  by                    Section 1141  of the Bankruptcy  Code and  to                    supplement   the   discharge  provisions   of                    Article   VI.A  of   the  Plan,   this  Order                    constitutes an injunction against all persons                                                      ___ _______                    (other than the FDIC as Receiver) from taking                    any  of the following  actions (other than an                                        ____________________               2Ropes & Gray was scheduled as a creditor  in the chapter 11          proceeding, but asserted no claim against Monarch Capital.                3The  Plan  also  provided,  inter alia,  that  (1)  Monarch                                            _____ ____          Capital  would separate its  insurance business (thereby creating          the "Life Group") from its real estate business (thereby creating          the  "New Realty  Group"); and  (2) the  235 Banks  would release          their guaranty  claims against Monarch Capital's  subsidiaries in          connection  with the 1990 loan  to Monarch Capital,  and agree to          share  the Monarch Life capital  stock which had  been pledged as          collateral  for the  1990 loan  with Monarch  Capital's unsecured          creditors.  Upon confirmation of  the Plan in June 1992, the  235          Banks  became  Monarch  Life's  "parent"  by  acquiring  a  clear          majority of  Monarch Life  stock, and Monarch  Life emerged  from          receivership.                                          5                    action   brought  to  enforce  any  right  or                    obligation under  the Plan or  the Settlement                    Agreement):                                      a. commencement or  continuation of  any                            ____________ __  ____________ __  ___                         action  or  proceeding  arising from  or                         ______  __  __________  _______ ____  __                         related  to  a  claim  against  [Monarch                         _______  __  _  _____  _______                         Capital] against or  affecting or  [sic]                         any  property  of [Monarch  Capital], or                         any direct or indirect transferee of any                         property  of,  or  direct   or  indirect                         successor in  interest  to, any  of  the                         foregoing . . . ; and                                             ___                         b. commencement or  continuation of  any                            ____________ __  ____________ __  ___                         action  or  proceeding  arising from  or                         ______  __  __________  _______ ____  __                         related to a claim against the Debtor of                         _______ __ _ _____ _______ ___ ______                         this Chapter 11 case, the [Monarch Life]                         Receivership  or  the operations  of the                         Debtor against  or affecting any  of New                         Holding  Co.,  New Realty  Co., [Monarch                         Life],  the  Agent, the  235  Banks, the                         Trustee,  the  Creditors' Committee  (in                         such   capacity),  the   [Monarch  Life]                         Receiver and  their respective officers,                                  ___  _____ __________                         directors, employees, attorneys, agents,                                               _________                         successors  and  assigns  other  than  a                         claim to enforce  obligations under  the                         Plan or  the Settlement Agreement .  . .                         .4                       Id. at 19-20 (emphasis added).             ___                    After  a   hearing,  at  which  the  parties  discussed          whether, and to what extent,  Bankruptcy Code   105(a)5  empowers          a bankruptcy  court to  afford permanent injunctive  relief which          effectively  grants  a  "discharge"  to parties  other  than  the                                                           _____  ____  ___          chapter  11  debtor, the  bankruptcy  court  confirmed the  Plan,          _______  __  ______                                        ____________________               4Subparagraphs (a) and (b)  each list specific exceptions to          the coverage of the injunction; none are material to this appeal.               5Section 105(a) provides in  relevant part:  "The  court may          issue any  order,  process,  or  judgment that  is  necessary  or          appropriate  to  carry out  the provisions  of  this title."   11          U.S.C.   105(a).                                          6          including  the proposed injunction.   See id. at  23-27; see also                                                ___ ___            ___ ____          infra Appendix  at pp.  i-iii (containing relevant  excerpts from          _____          confirmation  order).   The  bankruptcy court  found that  absent          prompt confirmation  of a  chapter 11  plan, Monarch Life  likely          would be forced into  liquidation.  In re Monarch  Capital Corp.,                                              ____________________________          No.  91-41379-JFQ,  slip  op. at  18.    Monarch  Life's receiver          elected not to appeal the confirmation order.                    Monarch  Life  soon  discovered   documentary  evidence          allegedly   establishing  that   Ropes   &  Gray   simultaneously          represented   both   Monarch   Capital   and  Monarch   Life   in          circumstances  which suggested an  inherent conflict of interest.          In May 1993, Monarch Life brought suit in  Massachusetts Superior          Court, seeking  compensatory damages  for Ropes &  Gray's alleged          participation  in  Monarch  Capital's  private  strategy  to  use          Monarch Life's  STIP contributions  to prop up  Monarch Capital's          moribund real  estate investments.   Monarch Life  alleged, inter                                                                      _____          alia,  that Monarch  Capital  and Ropes  &  Gray, in  reports  to          ____          Massachusetts  insurance  regulators, deliberately  concealed the          nature  and  understated the  amount  of the  STIP  "advances" to          Monarch Capital, thereby exposing  Monarch Life and its directors          to civil liability for  Monarch Life's violation of Massachusetts          insurance  laws which  require that  insurance companies  keep on          hand minimum "admitted assets" to cover extant policies.  Monarch          Life further alleged that Ropes & Gray had deliberately concealed          from Monarch Life the ongoing use of the  STIP by Monarch Capital          to finance its  long-term real  estate ventures, as  well as  the                                          7          fact  that  Monarch Capital  had  no realistic  prospect  of ever          repaying its STIP "advances" had Monarch Life made demand.6                    Ropes & Gray filed a motion for civil  contempt against          Monarch Life  in the  bankruptcy court,  claiming that its  state          court action  violated the injunctive provision  in the confirmed          Monarch  Capital chapter  11 plan.   Following  a hearing  on the          contempt  motion, the  bankruptcy court  determined that  (1) the          Monarch  Life  action  was barred  by  the  broad  terms of  both          subparagraphs (a) and (b) of the injunction included in the Plan,          see supra p.  6; and (2) the  doctrine of res  judicata precluded          ___ _____                                 ___  ________          Monarch Life from attacking the bankruptcy court's "jurisdiction"          to enter the  broad-based injunction.   Ropes &  Gray v.  Monarch                                                  _____________     _______          Life Ins. Co. (In re Monarch Capital Corp.), No. 91-41379-JFQ, at          _____________  ___________________________          6-7 (Bankr. D. Mass. Oct.  15, 1993).  The bankruptcy court  held          Monarch Life  in civil contempt  but refused to  impose sanctions          because the terms  of the injunctive  provision in the  confirmed          Plan  were not "sufficiently  specific and definite"  to permit a          finding that the  violation had been deliberate  or undertaken in          bad faith.  Id. at 7.  On intermediate appeal, the district court                      ___          affirmed  the bankruptcy court decision.  Ropes & Gray v. Monarch                                                    ____________    _______          Life  Ins. Co.  (In re  Monarch Capital  Corp.), 173 B.R.  31 (D.          ______________   _____________________________                                        ____________________               6Ropes  & Gray responded  that (1)  Monarch Capital,  as the          parent of Monarch Life, had the unfettered legal right to use its          subsidiaries'  assets  as it  wished; (2)  Ropes  & Gray  had not          learned  of the  STIP  advances until  1989,  by which  time  the          outstanding balances  were already significant; and  (3) in order          to  protect Monarch Life's interests,  Ropes & Gray  at that time          advised  Monarch  Capital not  to  "borrow"  any additional  STIP          funds.                                          8          Mass. 1994).7                                          II                                          II                                      DISCUSSION                                      DISCUSSION                                      __________                    Monarch Life  contends, as  a matter  of law,  that the                                            __  _ ______  __ ___          permanent  injunctive provision  included in  the confirmed  Plan          cannot extinguish actions  against third parties such  as Ropes &          Gray, since bankruptcy courts have no "jurisdiction" or  power to                                             __  ____________      _____          "discharge"  (1) debts other than those of the chapter 11 debtor,          see  Brief for  Appellants at  12-16   (citing Bankruptcy  Code            ___          524(e), 11 U.S.C.   524(e) ("[D]ischarge  of a debt of the debtor          does not  affect the liability  of any  other entity  on, or  the          property  of  any  other   entity  for,  such  debt.");  American                                                                   ________          Hardwoods,  Inc.  v.  Deutsche   Credit  Corp.  (In  re  American          ________________      ________________________   ________________          Hardwoods,  Inc.), 885  F.2d 621,  626 (9th  Cir. 1989)),  or (2)          ________________          debts of any nondebtor such as Ropes & Gray which concededly made          no financial contribution to  the Plan, see id. at  16-20 (citing             _________                            ___ ___          In  re Heron,  Burchett, Ruckert  & Rothwell,  148 B.R.  665, 687          ____________________________________________                                        ____________________               7The district  court relied  on slightly  different grounds.          First,  it determined  that  it would  be  unfair to  invoke  res                                                                        ___          judicata against  Monarch Life, which honestly  believed that the          ________          injunctive provision was not broad enough to bar  actions against          parties like Ropes &  Gray.  Id. at 40-41.  The  court also ruled                                       ___          that  subparagraph (b) was inapposite because Ropes & Gray was no          longer Monarch Life's "attorney" at  the time of the confirmation          hearing.  Id. at 43-44.  Nevertheless, it concluded that subpara-                    ___          graph  (a)  of the  injunction was  broad  enough to  bar Monarch          Life's state court action  against Ropes & Gray.   Id. at  44-45.                                                             ___          The  district  court thereupon  vacated  the  order of  contempt,          inasmuch as the lack  of clarity in the injunctive  provision not          only  made   sanctions  unwarranted   but  also   undermined  the          bankruptcy  court's threshold  finding  that Monarch  Life was  a          contemnor.  Id. at 46.                      ___                                          9          (Bankr. D.D.C. 1992)).                      Ropes  & Gray  counters  that Monarch  Life is  barred,          under  the doctrines of res judicata  and judicial estoppel, from                                  ___ ________          litigating  the scope of the  bankruptcy court's power because it          not only knowingly failed to appeal from the order confirming the          chapter 11 Plan, but in its announced role as a Plan proponent it                                                               _________          acquiesced in  its co-proponents'  arguments that the  bankruptcy          __________          court possessed  broad injunctive powers under  Bankruptcy Code            105(a).  See Stoll v. Gottlieb, 305 U.S. 165, 172  (1938) (unless                   ___ _____    ________          a party in interest  objects, and appeals an erroneous  ruling by          the bankruptcy court that it  had "jurisdiction" to confirm terms          of  plan, the  ruling is  conclusive in  subsequent proceedings);          Republic  Supply Co. v. Shoaf,  815 F.2d 1046,  1052-53 (5th Cir.          ____________________    _____          1987) (same); cf. Celotex Corp. v. Edwards, 115 S. Ct. 1493, 1499                        ___ _____________    _______          (1995)  (if bankruptcy  court  determines that  it possesses  so-          called "related to" jurisdiction  to enjoin under Code    105(a),          and the jurisdictional  question remains open for  determination,          aggrieved litigant's recourse is  by appeal from bankruptcy court          decision, not  by collateral  attack on bankruptcy  court order);          cf.  also Maggio  v.  Zeitz, 333  U.S.  56, 69  (1948)  (contempt          ___  ____ ______      _____          proceeding is not appropriate  vehicle for attacking validity, or          retrying  the  merits,  of   the  order  contravened  by  alleged          contemnor).          A.  Standards of Review           A.  Standards of Review              ___________________                    Although   the  conclusions  of   law  reached  by  the          bankruptcy  court and the district  court are subject  to de novo                                                                    __ ____                                          10          review, the  underlying findings of fact by  the bankruptcy court          are reviewed only for  clear error.  Western  Auto Supply Co.  v.                                               ________________________          Savage Arms, Inc. (In re Savage Indus., Inc.),  43 F.3d 714, 719-          _________________  _________________________          20, n. 8 (1st Cir. 1994); In re G.S.F. Corp., 938 F.2d 1467, 1474                                    __________________          (1st  Cir.  1991).    The  applicability  vel non  of  preclusion                                                    ___ ___          principles  is a question of law.   See, e.g., Gonzalez v. Abreu,                                              ___  ____  ________    _____          27 F.3d 751, 755 (1st Cir. 1994).  Since the  judgment (viz., the          order  confirming the Plan) was rendered by a federal tribunal             the bankruptcy  court      see FDIC v.  Shearson-American Express                                     ___ ____     _________________________          Inc.,  996  F.2d  493,  497  (1st  Cir.  1993)  (bankruptcy court          ____          decisions trigger normal res judicata principles) (citing Katchen                                   ___ ________                     _______          v.  Landy, 382 U.S.  323, 334 (1966)),  cert. denied, 114  S. Ct.              _____                               _____ ______          1054  (1994); see  also, e.g.,  Stoll, 305  U.S. at  170 (finding                        ___  ____  ____   _____          bankruptcy court order confirming reorganization plan entitled to          res judicata effect);  Eubanks v.  FDIC, 977 F.2d  166, 170  (5th          ___ ________           _______     ____          Cir. 1992)  (similar), federal preclusion principles  apply.  See                                                                        ___          Blonder-Tongue  Lab., Inc. v. University of Ill. Found., 402 U.S.          __________________________    _________________________          313, 324-25 (1971); Recoveredge L.P.  v. Pentecost, 44 F.3d 1284,                              ________________     _________          1290 (5th Cir. 1995); Orijas v. Louisiana-Pacific Corp., 31  F.3d                                ______    _______________________          995, 1010 (10th  Cir. 1993); Restatement (Second)  of Judgments                                         __________________________________          87.   In order to invoke  collateral estoppel (issue preclusion),          Ropes  &  Gray must  demonstrate  that:  (1)  both  the  contempt          proceedings and  the confirmation  proceedings involved  the same                                                                       ____          issue  of law  or fact;  (2) the  parties actually  litigated the          _____                                     ________  _________          issue in  the confirmation proceedings; (3)  the bankruptcy court          actually resolved  the  issue in  a  final and  binding  judgment          ________ ________                                          11          (viz., its confirmation  order); and (4)  its resolution of  that          issue  of  law  or fact  was  essential  to  its judgment  (i.e.,                                        _________          necessary to its holding).   See Grella v. Salem Five Cents  Sav.                                       ___ ______    ______________________          Bank, 42 F.3d 26, 30 (1st Cir. 1994); Piccicuto v. Dwyer, 39 F.3d          ____                                  _________    _____          37,40 (1stCir. 1994);Restatement (Second)of Judgments  27(1982).8                               ________________________________          B.  Merits of Issue Preclusion Claim          B.  Merits of Issue Preclusion Claim              ________________________________                                        ____________________               8Monarch  Life argues that Ropes  & Gray cannot  rely on res                                                                        ___          judicata principles  because it  filed no chapter  11 claim  and,          ________          therefore,  was  not a  "party"  to the  chapter  11 confirmation          proceedings.   See, e.g.,  Apparel Art  Int'l v.  Amertex Enters.                         ___  ____   __________________     _______________          Ltd., 48 F.3d 576, 583 (1st Cir. 1995) (claim preclusion normally          ____          requires  "identicality  of  parties,"  or   at  least  privity).          Frequently, however, "res judicata"  is used more inclusively, to                                ___ ________          refer  either  to claim  preclusion  or  issue preclusion  (i.e.,                 ______                        __  _____ __________          collateral  estoppel).  See Grella, 42 F.3d at 30-31 (noting that                                  ___ ______          basis for  bankruptcy court  decision was unclear,  and observing          that  labels    "res  judicata" and "collateral  estoppel"    are                           ___  ________          less important than substance  of parties' argumentation in light          of factual  circumstances) (citing  Dennis v. Rhode  Island Hosp.                                              ______    ___________________          Trust,  744  F.2d  893,  898  (1st  Cir.  1984));  Railway  Labor          _____                                              ______________          Executives' Ass'n  v. Guilford Transp. Indus., Inc.,  989 F.2d 9,          _________________     _____________________________          11  n.3 (1st  Cir. 1993)  (noting confusion prevailing  over same          labels); see also Fiumara  v. Fireman's Fund Ins. Cos.,  746 F.2d                   ___ ____ _______     ________________________          87, 90 n.1 (1st Cir. 1984)  (noting "distinct family resemblance"                                                between  two doctrines).  Since Monarch  Life seeks to relitigate          only one  component "issue"  arising from the  confirmation order          (viz.,  the  bankruptcy court's  jurisdiction  or  power under             105(a)),  the preclusion defense asserted by Ropes & Gray is more          exactly    characterized    as   collateral    estoppel   ("issue          preclusion").                 A  party invoking issue preclusion need not show that it was          privy  to  the first  proceeding.   See  Parklane Hosiery  Co. v.                                              ___  _____________________          Shore, 439 U.S.  322, 326-28  (1979) (no  "mutuality of  parties"          _____          rule); Blonder-Tongue Lab., 402 U.S. at 328 (same);  Fiumara, 746                 ___________________                           _______          F.2d  at 92; cf. DiPinto v. Sperling, 9 F.3d 2, 4 (1st Cir. 1993)                       ___ _______    ________          (Rhode Island law).   It need only  show that "the party  against                                                             _____  _______          whom issue preclusion will  be applied had a fair  opportunity to          ____ _____ __________ ____  __ _______          litigate  the issue fully."  Kyricopoulos v. Town of Orleans, 967                                       ____________    _______________          F.2d  14, 16  (1st Cir. 1992)  (Massachusetts law  dispenses with          "mutuality"  rule) (emphasis  added).   Of  course,  even if  the          bankruptcy  court   had  based  its  contempt   ruling  on  claim          preclusion,  we  would have  been free  to  affirm on  any ground          supported by  the bankruptcy court  record.  See  La Electronica,                                                       ___  _______________          Inc. v. Capo-Roman (In  re Electronica, Inc.), 995 F.2d  320, 321          ____    __________  ________________________          n.1 (1st Cir. 1993).                                          12               1.   "Same Issue"                1.   "Same Issue"                      __________                    We must  first identify the precise  issue Monarch Life          sought  to "relitigate"  in  its defense  against Ropes  & Gray's          motion for civil contempt.   We have held that  Bankruptcy Code            105(a)  confers ample power  upon the bankruptcy  court to enjoin          the  initiation  or continuation  of  judicial  proceedings in  a          nonbankruptcy forum  against nondebtors during the  pendency of a          chapter 11 case,  where the court reasonably concludes  that such          actions  would  entail  or   threaten  adverse  "impact"  on  the          administration of the chapter 11 estate.  See In re G.S.F. Corp.,                                                    ___ __________________          938 F.2d at 1474.  These injunctions  serve simply as adjuncts to          the  automatic   stay,  see  Bankruptcy  Code      362(a),  which                                  ___          ostensibly  protects  only  the  debtor  and  its  property  from                                ____          creditor "grab-law"  tactics after the "race  to the courthouse."                                       _____          See  Austin v. Unarco Indus.,  Inc., 705 F.2d  1, 4-5 (1st Cir.),          ___  ______    ____________________          cert.  dismissed, 463 U.S. 1247 (1983).  Since the automatic stay          _____  _________          may induce creditors  to refocus their recovery efforts  upon the          chapter  11  debtor's  co-obligors,  a  temporary  injunction  is          sometimes  needed  to  protect  nondebtors  (e.g.,  a   corporate          debtor's principals and managing  officers) whose time and energy          should not be diverted  to collateral lawsuits and away  from the          effort to reorganize the debtor.  Like the automatic stay itself,          see  Bankruptcy   Code     362(c),  however,   these  accessorial          ___          injunctions  normally  lapse       at  the  latest      following          confirmation  of the  chapter  11 plan  and  the closing  of  the          chapter  11 case,  leaving  the nondebtor  co-obligor once  again                                          13          exposed  to  pursuit  by   the  discharged  chapter  11  debtor's          creditors.                      The more intricate  "jurisdictional" question raised by          the  confirmation order and contempt  proceedings in this case is          whether  Congress  intended an  outer  temporal  boundary on  the          availability of injunctive relief under Bankruptcy Code   105(a).          Since  the  chapter  11 debtor  is  the  only entity  permanently                                                                ___________          discharged upon confirmation of a chapter 11 plan, id.   1141(d),                                                             ___          its creditors usually  are free to pursue  all available remedies          against those undischarged  entities which were obligated,  along          with  the chapter 11  debtor, on a  prepetition debt.   See id.                                                                    ___ ___          524(e) ("[D]ischarge of a debt of the debtor does not affect  the          liability of any other  entity on, or the  property of any  other          entity  for, such debt.").   Whether  the Code  likewise empowers          bankruptcy   courts   to   enter  permanent   injunctions   which                                            _________   ___________          effectively confer  de facto "discharge" relief  upon the chapter                              __ _____          11 debtor's  co-obligors, and  if so, under  what conditions  and          limitations, are the topics of continuing debate and disagreement          in both case law and commentary.   See, e.g., Howard C. Buschmann                                             ___  ____          III & Sean P. Madden, The Power and Propriety of Bankruptcy Court                                ___________________________________________          Intervention  in Actions  Between  Nondebtors,  47  The  Business          _____________________________________________          Lawyer 913 (1992).                     The  case law splits  along two principal  lines.  Some          courts hold  that section  105(a) does  not  permit a  bankruptcy          court  permanently to  enjoin post-confirmation  lawsuits against          nondebtors,  since such  an order  would directly  contravene the                                          14          "more  specific"  proscription in  section  524(e).   See,  e.g.,                                                                ___   ____          AmericanHardwoods, 885F.2d at626; LandsingDiversified Properties-          _________________                 _______________________________           II v.  First Nat'l Bank &  Trust Co. (In re  Western Real Estate          ___     _____________________________  __________________________          Fund, Inc.), 922 F.2d  592, 600-01 (10th Cir. 1990),  modified on          __________                                            ________ __          other grounds, 932  F.2d 898 (10th Cir. 1991).   The factual cir-          _____ _______          cumstances in  these cases  did not  suggest,  however, that  the          grant  of  injunctive relief  was in  any  sense integral  to the          success  of   the  chapter  11  reorganization.     See  American                                                              ___  ________          Hardwoods, 885 F.2d at 626  (noting no "unusual facts" warranting          _________          permanent "discharge" of debtor's loan guarantor).                     The  second  line of  cases  note  that section  524(e)          cannot be construed as an absolute or per se proscription against                                    ________    ___ __          permanent injunctive relief for all nondebtors.  See, e.g., In re                                                           ___  ____  _____          Heron, Burchette, 148 B.R. at 687 (noting that   524(e) "contains          ________________          no language of prohibition  and [thus] should not be  interpreted          __ ________ __ ___________          to  limit court's power under   105(a)") (emphasis added).  These          courts  have formulated  various  tests for  determining when  de                                                                         __          facto  "discharges" would not be ultra vires.  See, e.g., Menard-          _____                            _____ _____   ___  ____  _______          Sanford v. Mabey (In re A.H. Robins Co.), 880 F.2d  694, 702 (4th          _______    _____  _____________________          Cir.),  cert. denied, 493 U.S. 959 (1989), cited with approval in                  _____ ______                       _____ ____ ________ __          In re G.S.F.  Corp., 938 F.2d at  1474-75; In re  Master Mortgage          ___________________                        ______________________          Inv. Fund, 168 B.R.  930, 935 (Bankr. W.D. Mo.  1994) (collecting          _________          cases).   In extraordinary circumstances, it has been held that a          bankruptcy court can grant permanent  injunctive relief essential          to enable  the formulation  and confirmation of  a reorganization          plan if,  for example, nondebtors who  would otherwise contribute                                          15          to  funding the plan will  not settle their  mutual claims absent          "protection"  from  potential post-confirmation  lawsuits arising          from their  prepetition relationship with the  chapter 11 debtor.          See, e.g., In re A.H. Robins Co., 880  F.2d at 702.  These courts          ___  ____  _____________________          have  taken into  consideration  whether (1)  the creditors  have          overwhelmingly approved  the plan,  with the injunction;  (2) the          plan contemplates full  payment of all  creditor claims; and  (3)          the  injunction   would  affect  a  relatively   small  class  of          claimants.  Id. at 698, 700-702; In re Master Mortgage,  168 B.R.                      ___                  _____________________          at 935.                    In this second line of  cases, the courts have ascribed          importance  to  the  fact   that  the  cooperation  of  essential          "contributing"  parties may  not  have been  forthcoming, and  no          chapter 11 plan may have  been practicable, absent an  injunctive          provision   affording   so-called   incidental  "protection"   to                                              __________          nondebtors  who  do  not intend  to  contribute  directly to  the                               ___          chapter  11 plan.   For  example,  if a  non-"contributing" party          holds  an  indirect  claim  against  a   would-be  "contributing"          party,9  such  as  a  contingent  claim  for  indemnification  or          contribution, the potential  "contributing" party may  decline to          accept, or  contribute to, the  chapter 11 plan  in circumstances                                        ____________________               9Ropes  &  Gray  argues  that it  "contributed"  to  Monarch          Capital's chapter 11 plan to the extent it held contingent claims          for  indemnification  or  contribution against  Monarch  Capital,          which  it  effectively "released"  by  refraining  from filing  a          claim.   See supra  note 2.   For present  purposes, however, the                   ___ _____          term  "contributing" parties is used to  refer to those entities,          such as the 235 Banks and Monarch Life, which proposed and signed          onto the Plan.                                          16          where the non-"contributing" party remains free to implead him as          a third-party defendant  in a post-confirmation lawsuit.   See In                                                                     ___ __          re  A.H. Robins, 880  F.2d at 702.   In such circumstances, these          _______________          courts have  afforded the "incidental protection"  of a permanent          injunction   by   enjoining   "direct"   actions    against   the                                                              _______   ___          noncontributor in order to  protect the contributor from exposure          ______________          to indirect liability.               2.   Actual Litigation               2.   Actual Litigation                    _________________                    Monarch Life  represents that it had  no inkling during          the confirmation  proceedings that any party  was contending that          section 105(a) enabled  the bankruptcy court to  grant the broad-          based  "incidental"  injunctive  relief  required  to  protect  a          "noncontributing"  party such as Ropes  & Gray.   In a memorandum          submitted prior to confirmation by the 235 Banks, however, it was                    _____ __ ____________          plainly stated that                        the Injunction must  by necessity extend  not                    only  to parties  like the  235 Banks  or the                    [Monarch Life] Receiver  who are  signatories                    to,  and gave actual consideration under, the                    Settlement  Agreement,  but  also   to  those                    nonsignatory  parties  such  as officers  and                    directors of  those parties  .  . .  .   That                    consideration  will  be seriously  diminished                    and  the  releases  granted  the  signatories                    worthless if the nonsignatories  can continue                    to be  sued, since certain  signatory parties                    would be directly or indirectly liable to the                             ________ __ __________ ______ __ ___                    parties  being  sued.   Consequently, actions                    _______  _____  ____                    against   the   nonsignatories  will   be  as                    destructive  to  the  settlement  as  actions                    against the signatories.          (Emphasis added.)   The 235 Banks  memorandum repeatedly adverted          to the problem posed  for both "signatories" and "nonsignatories"          unless  the latter were insulated    by injunctive relief    from                                          17          post-confirmation  lawsuits.    Moreover,  it  prominently  cited          cases, such as A.H. Robins, supra, involving "incidental" injunc-                         ___________  _____          tive  relief for  noncontributing  nondebtors holding  contingent          claims for indemnification or contribution.                    Monarch Life  argues, nonetheless, that  the 235  Banks          memorandum does not establish  that the section 105(a) issue  was          "actually  litigated,"  within  the  meaning  of  the  collateral          estoppel doctrine, since the memorandum was not signed by Monarch          Life  and therefore merely represented the 235 Banks' view of the          applicable law.  We do not agree.                      First, the  235 Banks and  Monarch Life     through its          receiver    held themselves forth in the confirmation proceedings          as joint Plan  proponents, frequently sharing  responsibility for             _____          presenting the merits of discrete portions of the Plan before the          bankruptcy court.   See  also supra  note  3.   Monarch Life  may                              ___  ____ _____          disagree with the litigation  stance taken by its  receiver prior          to confirmation  of the Plan,  but it does  not contend  that the          receiver could not bind it for issue preclusion purposes.                      Second, there is no reason to suppose that Monarch Life          itself did not expect to benefit    nor indeed that it has not in          fact benefited    from the protection afforded in response to the          235 Banks'  invitation to confer the  broadest available "incide-          ntal"  protection,  upon  all  noncontributing  co-obligors, from          future  lawsuits "arising  from  or related  to  a claim  against          [Monarch Capital] or affecting or [sic]  any property of [Monarch          Capital]."   Thus,  we cannot  simply  assume that  no  protected                                          18          noncontributor  held an  indirect  claim  for indemnification  or          contribution against Monarch Life.                         _______ _______ ____                    Third,  even if  Monarch  Life had  not yet  discovered          specific grounds for its asserted cause of action against Ropes &          Gray relating to Monarch  Capital's abuse of the STIP,  it cannot          plausibly  contend that  Ropes &  Gray's alleged  involvement, as          Monarch Capital's counsel during the relevant time period, was so          far removed from  Monarch Life's contemplation that it  could not          have  weighed  the strategic  advantages  and  risks involved  in          advocating "incidental" injunctive  relief prior to  confirmation          of the Plan.  See,  e.g., DeCosta v. Viacom Int'l Inc.,  981 F.2d                        ___   ____  _______    _________________          602, 605-06, 610  (1st Cir. 1992) (court may  decide not to apply          collateral estoppel  where there has been  a "significant" change          in  the law or factual circumstances since the first judgment was          entered; and finding no such "significant change"), cert. denied,                                                              ____  ______          113 S. Ct.  3039 (1993).   Moreover,  changed circumstances  will          preclude  the application  of  collateral estoppel  only if  they          might  have  altered the  decision the  court  made in  the first                       _______          proceeding.   See  Montana v.  United States,  440 U.S.  147, 159                        ___  _______     _____________          (1979); EEOC v.  American Airlines,  48 F.3d 164,  167 (5th  Cir.                  ____     _________________          1995).  And, Monarch Life cannot establish that it would not have          proposed  precisely the  same  injunction, whereby  it agreed  to          release a number of viable causes of action against third parties          "arising  from" claims  against Monarch  Capital, even if  it had          known the particulars  of its malpractice  claim against Ropes  &          Gray in  June 1992.  Cf. Fiumara v. Fireman's Fund Ins. Cos., 746                               ___ _______    ________________________                                          19          F.2d 87, 91-92 (1st  Cir. 1984) (noting  that "all of the  events          which define  the [subsequent] federal complaint  occurred in the          period before the [first proceeding] and were at  least generally          hinted  at during  that  trial," and  "[i]f  they were  not  then          litigated as  hotly  as plaintiff  would now  wish, they  plainly          could have been").                    Finally,  and most importantly, the "actual litigation"          component in  the collateral  estoppel analysis does  not require          that  Monarch Life  be shown  to have  advocated the  broad-based          "incidental" injunction, but only that the "jurisdictional" issue          was squarely raised by the 235 Banks,  thus giving Monarch Life a          full and fair opportunity to interpose objection if  it disagreed          with the 235  Banks' legal contentions.  See Blonder-Tongue Lab.,                                                   ___ __________________          402  U.S. at 328  (in order to further  the interests of finality          and judicial economy, collateral  estoppel doctrine requires that          litigant be afforded "one full and  fair opportunity for judicial          resolution" of the  issue).  Therefore, since the  section 105(a)          "jurisdictional" issue  was expressly broached in  the 235 Banks'          memorandum prior to  confirmation of the  Plan, and by  prominent          citation to decisions such as  A.H. Robins, supra, Monarch Life's                                         ___________  _____          silence alone satisfied the second criterion under the collateral          estoppel analysis.10                                        ____________________               10Monarch  Life argues  that  the     105(a) order  must  be          interpreted as  enjoining only the  noncontributors' cross-claims                                    ____          impleading Plan  contributors, not  Monarch Life's initiation  in          Massachusetts Superior  Court of its principal  claim against the          noncontributing  Ropes &  Gray.   See Brief  for Appellant  at 21                                            ___          (citing Pacor, Inc.  v. Higgins,  743 F.2d 984  (3d Cir.  1984)).                  ___________     _______          Even if  this "severability"  contention had merit,  the district                                          20               3.   Actual Resolution               3.   Actual Resolution                    _________________                    Monarch Life  argues that a genuine  dispute remains as          to  whether  the  "ambiguous"  order   of  confirmation  actually          resolved the section 105(a) "jurisdictional" issue "litigated" by          ________          the parties prior to confirmation.  See Reply Brief for Appellant                                              ___          at 11 (citing Commonwealth of Mass. v. Departmental Grant Appeals                        _____________________    __________________________          Bd.,  815  F.2d 778,  788 (1st  Cir.  1987) (party  may challenge          ___          interpretation of ambiguous injunction not  previously interpret-          ed));  see  also In  re  Monarch Capital  Corp.,  173 B.R.  at 41                 ___  ____ ______________________________          ("Appellants do not challenge the Bankruptcy Court's authority to          enter  the  Injunction .  . .  .").   Consequently, it  cannot be          presumed that the same issue was before the bankruptcy court both          in the  confirmation proceedings  and  the contempt  proceedings.          Its argument begs the question.                      Monarch Life  asserts a two-pronged attack  against the          contempt order.  Its first line  of attack is that the injunctive          provision  in  the confirmation  order  cannot  be "expanded"  to          encompass   Ropes  &   Gray's   contingent  obligations   because          bankruptcy  courts  have  no  power  to  enter  such  broad-based                                    __  _____          injunctions  under  section  105(a).     However,  it  cannot  be          considered  a  conclusive answer  to  Ropes  & Gray's  collateral          estoppel defense  for Monarch  Life to  say that it  subjectively                                                               ____________                                        ____________________          court  properly noted that it  had been waived  by Monarch Life's          failure to  raise it in the bankruptcy court contempt proceeding.          See  In re  Monarch Capital  Corp., 173  B.R. at  45 (issues  not          ___  _____________________________          raised before the bankruptcy  court are deemed waived  on appeal)          (citing  Juniper Dev.  Group  v. Kahn  (In re  Hemingway Transp.,                   ___________________     ____   _________________________          Inc.), 993 F.2d 915, 935 (1st Cir.), cert. denied, 114 S. Ct. 303          ____                                 _____ ______          (1993)).                                           21          construed the confirmation order  more narrowly than its language          and context warranted.   See Piccicuto, 39 F.3d at  41 (rejecting                                   ___ _________          argument that prior judgment  was ambiguous and used "regrettably          loose language").   Rather,  Monarch Life's construction  must be          evaluated  against the objective  import of  the language  in the          confirmation  order  itself.     As  the  confirmation  order  is          dispositive, it is set out at length in the appendix.   See infra                                                                  ___ _____          Appendix pp. i-iii.                     Monarch  Life mischaracterizes  the obvious  breadth of                                                        _______  _______          the  confirmation order as ambiguity.   Even a  cursory review of                                     _________          the confirmation  order demonstrates beyond doubt  that the third          criterion  in the collateral estoppel analysis has been met.  See                                                                        ___          Grella, 42 F.3d  at 30-31  (issue may be  actually litigated  and          ______          resolved "even if it is not explicitly decided," as long as it is          logically necessary to final decision).                      Monarch Life  emphasizes the  fact that  the bankruptcy          court distinguished American  Hardwoods11    a case in  which the                              ___________________          enjoined action had been  against a nondebtor who would  not have                                                            _____  ___ ____          contributed to the  chapter 11 plan    and then  stated that "the          ___________                                                   ___                                        ____________________               11Monarch Life points also to a decision entered  earlier in          an  unrelated adversary proceeding,  wherein the bankruptcy court          denied  the chapter  11  trustee's motion  to  enjoin a  suit  by          Monarch Capital shareholders against  Monarch Life.  It considers          that decision  probative because it noted  the bankruptcy court's          concern that such an injunction might exceed the limitations  set          forth  in American Hardwoods.   See In re  Monarch Capital Corp.,                    __________________    ___ ____________________________          No.  91-41379-JFQ (Bankr.  D. Mass.  Apr. 8,  1992).   We do  not          agree.  First,  the proposed  injunction involved  there was  not          part of    thus could not be "essential" to    the reorganization          plan.   Further,  the  bankruptcy court  expressly  distinguished          American Hardwoods in its final order of confirmation.            __________________                                          22          persons protected  by the [Monarch Capital]  Injunction have con-          _______ _________          tributed substantial  amounts to  the Plan  . .  . ."   (Emphasis          added.)  But the bankruptcy court did not say that Plan contribu-          tors, such  as the  235 Banks  and  Monarch Life,  were the  only                                                                       ____          entities  "protected" by the  injunction.   Rather, it  said that          this injunctive protection was  the reason for entering a  perma-                                              ______          nent injunction.  Moreover, in distinguishing American Hardwoods,                                                        __________________          where protection for contributors was not at issue, the bankrupt-                                                ___          cy  court cited  with  approval several  decisions     like  A.H.                                                                       ____          Robins, supra    (and provided  plain parenthetical descriptions)          ______  _____          holding that  section 105(a) empowers bankruptcy  courts to grant          permanent injunctions  not only against  actions asserting claims          directly  against plan contributors, but "incidental" injunctions          ________          protecting plan  contributors from indirect claims for indemnifi-                                             ________ ______          cation and contribution, at least where such protection is deemed          "essential" to the success  of a reorganization plan.   See infra                                                                  ___ _____          Appendix at p. i.                     By citing  A.H. Robins, supra,  and cases of  its kind,                               ___________  _____          the bankruptcy court plainly signaled its endorsement of the Plan          proponents' request for a broad injunction extending "incidental"          protection  to all  noncontributors who  might  otherwise implead          Plan contributors  as third-party defendants in  subsequent state          court actions.    The bankruptcy  court  then made  the  required          predicate findings for a broad "incidental" injunction as enumer-          ated in  A.H.  Robins.   It  found that  (1) the  injunction  was                   ____________          "essential"  to  garner  the  Plan  contributors'  cooperation in                                          23          Monarch  Capital's  reorganization,  and  (2)  Monarch  Capital's          creditors  overwhelmingly had approved  the injunctive provision.          See infra  Appendix at p. ii.   Monarch Life cannot  turn a blind          ___ _____          eye  to the  plain  import of  the  injunctive provision  in  the          confirmation order, then under the  guise of an alleged  "ambigu-          ity"  attempt to  relitigate the  "jurisdiction" of the  court to          enter the injunction.                     Finally, this is not  a conventional "preclusion" case,          wherein the court is required to interpret a first judgment which          was entered by a different tribunal.  Even though our interpreta-                           _________          tion of the confirmation order essentially presents a question of          law, see United States  v. O'Rourke, 943  F.2d 180, 186 (2d  Cir.               ___ _____________     ________          1991), the bankruptcy court in this case was interpreting its own          order of confirmation.  We think customary appellate deference is          appropriate in these circumstances with respect to the bankruptcy          court's  determination that  the  confirmation  order was  suffi-          ciently broad to confer "incidental"  protection to noncontribut-          ing  parties like Ropes &  Gray.12  Similarly,  because the bank-                                        ____________________               12See, e.g., In re Weber,  25 F.3d 413, 416 (7th Cir.  1994)                 ___  ____  ___________          (noting that bankruptcy court's interpretation of its own confir-          mation order is entitled to same  deference as generally accorded          courts  construing  their  own  judgments);  William  B.  Schnach                                                       ____________________          Retirement Trust  v.  Unified Capital  Corp.  (In re  Bono  Dev.,          ________________      ______________________   __________________          Inc.), 8 F.3d  720, 721-22 (10th  Cir. 1993) (same;  interpreting          ____          bankruptcy court's "superpriority" order);  Texas N.W. Ry. Co. v.                                                      __________________          Diamond Shamrock Ref.  & Mktg. Co. (In re  Chicago, Rock Island &          __________________________________  _____________________________          Pac.  R.R.  Co.), 865  F.2d 807,  810-11  (7th Cir.  1988) (same;          _______________          construing bankruptcy court's order approving  sale); Ranch House                                                                ___________          of  Orange-Brevard, Inc.  v.  Gluckstern (In  re  Ranch House  of          ________________________      __________  _______________________          Orange-Brevard,  Inc.),  773 F.2d  1166,  1168  (11th Cir.  1985)          _____________________          (same; confirmation order); see  also generally Farmhand, Inc. v.                                      ___  ____ _________ ______________          Anel  Eng'g Indus.,  Inc., 693  F.2d 1140,  1146 (5th  Cir. 1982)          _________________________          (noting that district  courts are entitled to deference in inter-                                          24          ruptcy  court was  directly engaged in  the give-and-take  of the          confirmation  proceedings and  had the  better vantage  point for          determining  whether the parties had been  fairly apprised of the          "jurisdictional" issue,  we likewise  think it prudent  to accord          some deference to its determination that the section 105(a) issue          was  "actually litigated."   See  Ranch House  of Orange-Brevard,                                       ___  _______________________________          Inc. v. Gluckstern (In  re Ranch House of  Orange-Brevard, Inc.),          ____    __________  ___________________________________________          773 F.2d 1166, 1168  (11th Cir. 1985) ("The bankruptcy  judge who          has  presided over  the case from  its inception  is in  the best          position to  clarify any apparent inconsistencies  in the court's          rulings."); supra Section II.B.2.                      _____                    Notwithstanding the numerous  warning signals,  Monarch          Life  elected  to treat  the  obvious breadth  of  the injunctive          provision as  ambiguity.  The record  remains clear, nonetheless,          that the bankruptcy court's  "jurisdiction" to enjoin enforcement          of Monarch Life's claims against the noncontributing Ropes & Gray          was  actually litigated and  that Monarch Life  therefore was re-          quired, but  failed, to object  to the confirmation  order and/or          appeal from  the section 105(a) injunctive  provision included in          it.                 4.   Essentiality               4.   Essentiality                    ____________                    It follows, a fortiori, from our determination that the                                _ ________          confirmation order included an  "incidental" injunction, that the          bankruptcy court's ruling  on its  section 105(a)  "jurisdiction"                                        ____________________          preting own  orders); Securities and  Exch. Comm'n v.  Sloan, 535                                ____________________________     _____          F.2d 679, 681 (2d  Cir. 1976) (same), cert. denied,  430 U.S. 966                                                _____ ______          (1977).                                            25          was essential to the effectiveness and validity of the injunctive          provision.   See  Stoll,  305 U.S.  at  171-72 ("Every  court  in                       ___  _____          rendering a  judgment tacitly,  if not expressly,  determines its          jurisdiction over . . . the subject matter.").                                         III                                         III                                      CONCLUSION                                      CONCLUSION                                      __________                    We  therefore hold  that  the issue  of the  bankruptcy          court's power to enter  its so-called "incidental" injunction was          precluded,  having been conclusively resolved in the confirmation          order which Monarch Life  neither opposed nor appealed.    Though          there is  conflicting authority on the  "jurisdictional" reach of          section  105(a), the  confirmation  order cited  precedent for  a          broad-based "incidental"  injunctive provision.   Cf. Restatement                                                            ___ ___________          (Second) of Judgments    29 cmt.  j (1980) (court  may refuse  to          _____________________          invoke  collateral  estoppel  if  first  judgment  was  "patently          incorrect").  Accordingly, Monarch Life cannot now argue that the          confirmation order is not subject to this broad construction.  We          express  no view on the soundness of  the precedents cited in the          confirmation order, nor on  their applicability to the particular          Plan proposed by  Monarch Life.13   The proper  recourse for  ad-                                        ____________________               13Ropes  & Gray  cross-appeals from  the bankruptcy  court's          refusal  to  award it  compensatory  damages  for Monarch  Life's          contempt.  See Brief for Appellee at 48 (citing Perker v.  United                     ___                                  ______     ______          States, 153 F.2d 66, 70 (1st Cir. 1946) (noting that "complainant          ______          is entitled  as a matter of  right to an order  in civil contempt          imposing a  compensatory fine")).   As the district  court noted,          however, the level of  specificity needed to ground a  finding of          contempt  is not susceptible to precise  quantification.  We find          no  abuse of discretion in the bankruptcy court's implicit deter-          mination  that  Monarch Life  did  not commit  such  an egregious                                          26          dressing those questions was  by direct appeal from the  order of          confirmation.                      Finally,  the  confirmation  order enjoined  all  post-          confirmation  lawsuits  "arising  from"  or  "related to"  claims          against Monarch  Capital.  See supra  p. 6.  The  complaint filed                                     ___ _____          against Ropes & Gray  in Massachusetts Superior Court by  Monarch          Life alleges a joint scheme  by Monarch Capital and Ropes  & Gray          to abuse the STIP account at  Monarch Life's expense    plainly a          claim "arising  from" Monarch  Life's STIP claim  against Monarch          Capital.   We  agree with  the  district court  that  it was  not          unreasonable  to expect that Ropes & Gray might attempt to assert          cross-claims  against parties  who  "contributed" to  the Monarch          Capital Plan,  or cross-claims  which  ultimately would  "affect"          Monarch Capital's property in  the hands of its "direct  or indi-          rect transferee[s]"  or "successor[s] in interest."  See supra p.                                                               ___ _____          6; see also In re Monarch Capital Corp., 173 B.R.  at 45 (reject-             ___ ____ ___________________________          ing  Monarch Life's argument that there is absolutely no conceiv-          able ground upon which Ropes & Gray might assert a cross-claim in          the superior court  action).   Thus, it is  academic whether  the          injunction also "protects" Ropes &  Gray as Monarch Life's former                                                                     ______          "counsel."                     The judgment of  the district court  is affirmed.   The                    The judgment of  the district court  is affirmed.   The                    _______________________________________________________          parties shall bear their own costs.          parties shall bear their own costs.          __________________________________                                        ____________________          contempt as would compel the imposition of sanctions.  See, e.g.,                                                                 ___  ____          Johnston  Envtl. Corp. v. Knight  (In re Goodman),  991 F.2d 613,          ______________________    ______   _____________          620 (9th Cir. 1993) (noting that bankruptcy court  has discretion          to  award no damages  if it finds  contempt insufficiently "egre-          gious").                                          27                                       APPENDIX                                       APPENDIX                                       ________                    Section  105 of  the  Bankruptcy  Code grants  the               Court broad equitable power to issue any order, process               or judgment  that is necessary or  appropriate to carry               out  the provisions  of Title  11.   In re  Old Orchard                                                    __________________               Investment Co.,  31 Bankr. 599, 601  (W.D. Mich. 1983);               ______________               Menard-Sanford v.  Mabey (In  re A.H. Robins  Co.), 880               ______________     _____  _______________________               F.2d 694, 702 (4th Cir. 1989), cert. denied, 110 S. Ct.                                              _____ ______               376  (1989) (affirming  power  of  bankruptcy court  to               enjoin  suits permanently against nondebtors in a plan,               where  there  existed  certain  indemnification  rights               against the debtor); In re Energy Co-op, Inc., 886 F.2d                                    ________________________               921 (7th Cir. 1989) (permanent injunction issued pursu-               ant to  settlement agreement); MacArthur Co.  v. Johns-                                              _____________     ______               Manville Corp. (In re Johns-Manville Corp.) 837 F.2d 89               ______________  __________________________               (2d  Cir.  1988), cert.  denied,  488  U.S. 868  (1988)                                 _____  ______               (permanent injunction  may  be issued  against  actions               against an insurer  as part of settlement  incorporated               in a  chapter 11 plan notwithstanding  claims that this               impermissibly  discharged a nondebtor);  see In  re CCA                                                        ___ __________               Partnership,  70 Bankr.  696  (Bankr.  C.D. Cal.  1985)               ___________               (judgment  creditor  enjoined  from   enforcing  claims               against debtor's individual partners).                    Section 105 grants  bankruptcy courts "ample power               to  enjoin  actions  excepted from  the  automatic stay               which  might interfere  in the  rehabilitative process,               whether in a liquidation  or in a reorganization case."               In re Johns Manville Corp.,  26 Bankr. 420, 425 (Bankr.               __________________________               S.D.N.Y. 1983), quoting Collier on Bankruptcy    362.05                               _______ _____________________               (15th ed. 1982).  Further, bankruptcy courts "may issue               or  extend stays  to  enjoin a  variety of  proceedings               which  will  have an  adverse  impact  on the  debtor's               ability to formulate a  Chapter 11 plan."  In  re Johns                                                          ____________               Manville Corp., 40 Bankr. 219, 226 (S.D.N.Y. 1984).               ______________                    Under  section 105,  this Court  has the  power to               issue  injunctions  which  prevent proceedings  against               nondebtor third parties  where pursuit of such  actions               would  materially and  adversely affect  the  estate or               creditor recoveries  under  a plan  of  reorganization.               See Codfish  Corp. v.  FDIC (In  re Codfish Corp.),  97               ___ ______________     ____  ____________________               B.R. 132, 135 (Bankr. D.P.R. 1988) (injunctions  appro-               priate  where there  is clear  and convincing  evidence               "that the estate  would be substantially  and adversely               affected by  the continuance of such an action"); In re                                                                 _____               Monroe Well Serv., Inc., 67  B.R. 746, 751 (Bankr. E.D.               _______________________               Pa. 1986) (injunctions appropriate to avoid anticipated               adverse impact on bankruptcy estate); G.S.F. Corp., 938                                                     ____________               F.2d [1464,]  1474 [(1st Cir. 1991)  (adverse impact on               debtor's estate required  for injunction against  third                                          i               party actions).                    This Court  has the power to  approve the releases               and issue  the Injunction with respect  to the Trustee,               Temporary Receiver and creditors' Committee for matters               in connection with the  chapter 11 case.  In  re Drexel                                                         _____________               Burnham Lambert Group, Inc., 138 B.R. [723, 753 (Bankr.               ___________________________               S.D.N.Y. 1992)].                      Where an injunction allows a settlement that forms               the  basis of a chapter  11 plan to  take effect, where               the entire settlement and hence  the plan hinges on the               parties being free  from the very  claims that the  in-               junction would prohibit, courts will order  the injunc-               tive relief.  See,  e.g., In re A.H. Robins  Co., Inc.,                             ___   ____  ____________________________               880 F.2d  694 (4th  Cir.), cert.  denied, 493 U.S.  959                                          _____  ______               (1989); MacArthur Co., 837 F.2d  [at 89]; SEC v. Drexel                       _____________                     ___    ______               Burnham Lambert,  Inc. (In  re  Drexel Burnham  Lambert               ______________________  _______________________________               Group, Inc.), 130 B.R. 910, 928 (S.D.N.Y. 1991), aff'd,               ___________                                      _____               960 F.2d 285 (2d Cir. 1992); UNARCO Bloomington Factory                                            __________________________               Workers v.  UNR Indus., Inc.,  124 B.R. 268  (N.D. Ill.               _______     ________________               1990);  Republic Supply  Co. v.  Shoaf, 815  F.2d 1046,                       ____________________     _____               1050 (5th Cir. 1987).                    The  opinion of the Court  of Appeals in the Ninth               Circuit in In re American  Hardwoods, 885 F.2d 621 (9th                          _________________________               Cir.  1989) is  inapposite.   In that  case, guarantors               were protected  by the  provisions of a  plan, although               they apparently provided no  contribution to that plan.               The injunction  was not  shown to  be essential  to the               plan.  The  court also  notes that  section 524(e),  on               which  the Ninth Circuit relies, does  not by its terms               preclude  the entry  of injunctive  relief in  favor of               nondebtors  making   plan  contributions,  particularly               where as here,  creditors have overwhelmingly consented               to it. ...   In this case, the persons protected by the               Injunction  have contributed substantial amounts to the               Plan, creditors have agreed  to the Injunction in order               to get these  payments, and the Injunction  is the only               basis  on which  to build,  confirm and  effectuate the               Plan.                    Recent  cases  following  American  Hardwoods  are                                              ___________________               distinguishable from the facts  of this case on similar               grounds.   See, e.g.,  In re Western  Real Estate Fund,                          ___  ____   _______________________________               922 F.2d 592 (10th Cir. 1990).  In Western, an attorney                                                  _______               was not enjoined from collecting all fees for work done               on behalf  of the debtor.   In  that case, the  fees at               issue  were owed by a nondebtor third party who did not               contribute  to the  debtor's  plan.   The attorney  was               allowed  to collect against that third party.  In In re                                                                 _____               Rohnert  Park Auto Parts, Inc.,  113 B.R. 610 (9th Cir.               ______________________________                                          ii               BAP 1990), a creditor was time barred from asserting  a               claim  in the  debtor's bankruptcy.   The  creditor was               enjoined  by  the  bankruptcy  court   from  collecting               against a nondebtor third party who  was liable for the               debt.  The [court] did not uphold that  plan provision.               However, the  nondebtor third party had not contributed               to  the funding  of the  plan, nor  was  the injunction               shown essential to  that plan.  In  this case, however,               the persons protected by the Injunction are the princi-               pal contributors  of consideration to the  Plan.  Those               persons  would not  contribute without  the Injunction.               Therefore, Western Real  Estate and Rohnert Park  Auto,                          ____________________     __________________               like American Hardwoods, are inapposite.                    __________________          In  re Monarch Capital Corp., No. 91-41379-JFQ, slip op. at 23-27          ____________________________          (Bankr. D. Mass. June 25, 1992).                                         iii
