             Case: 19-10643   Date Filed: 12/26/2019   Page: 1 of 5


                                                           [DO NOT PUBLISH]



              IN THE UNITED STATES COURT OF APPEALS

                       FOR THE ELEVENTH CIRCUIT
                         ________________________

                               No. 19-10643
                           Non-Argument Calendar
                         ________________________

          D.C. Docket No. 8:18-cv-01439-JSM; 8:16-bkc-08167-MGW


In Re: WESTPORT HOLDINGS TAMPA, LIMITED PARTNERSHIP
       d.b.a. University Village,
       WESTPORT HOLDINGS TAMPA II, LIMITED PARTNERSHIP,

                                                            Debtors.
__________________________________________________________________

IMH HEALTHCARE LLC,
ELI FREIDEN,
its managing member,
BVM UNIVERSITY VILLAGE LLC,
COMPLIANCE CONCEPTS LLC,
its managing member,
REBECCA BARTLE,
as managing member of Compliance Concepts LLC,
J.F. CONSULTANTS LLC,
SHABSE FUCHS,
its managing member,
                                                            Plaintiffs-Appellants,

                                    versus

JEFFREY W. WARREN,
Esq. as Liquidating Trustee for Westport Holdings Tampa,
              Case: 19-10643    Date Filed: 12/26/2019   Page: 2 of 5


Limited Partnership,
WESTPORT HOLDINGS TAMPA II, LIMITED PARTNERSHIP,

                                                             Defendants-Appellees.

                           ________________________

                    Appeal from the United States District Court
                        for the Middle District of Florida
                          ________________________

                               (December 26, 2019)

Before TJOFLAT, HULL, and MARCUS, Circuit Judges.

PER CURIAM:

                                         I.

      Westport Nursing Tampa (“WNT”) is a three-member limited liability

company. The managing member is IMH Healthcare, LLC (“IMH”), which is

owned by Eli Freiden. The second member is BVM University Village, LLC

(“BVM”), which is owned by another LLC—Compliance Concepts—that is

controlled by Rebecca Bartle. The third and final member is J.F. Consultants, LLC

(“JFC”), which is owned by Shabse Fuchs. Together, IMH Healthcare (and

Freiden), BVM (and Compliance Concepts/Bartle), and JFC (and Fuchs), are the

Appellants in this case. They appeal the District Court’s order affirming the

Bankruptcy Court’s enforcement order, which required them to transfer their

membership interests in WNT pursuant to the Bankruptcy Court’s confirmation

order. We affirm.


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                                         II.

                                         A.

       There are two key orders in this case: (1) the Bankruptcy Court’s

confirmation order, and (2) the Bankruptcy Court’s enforcement order.

       First, the United States Bankruptcy Court for the Middle District of Florida,

Tampa Division, entered a confirmation order that required the Appellants to

transfer their membership interests in WNT to two limited partnerships. JFC

(Fuchs) transferred its interest, but IMH (Freiden) and BVM (Bartle) refused to

transfer their interests.

       Second, when the liquidating trustee, Jeffrey Warren, moved to compel the

transfer following this refusal, the Court entered an enforcement order that

required the Appellants to transfer their WNT interests according to the terms of

the confirmation order. At a hearing on the motion to compel the transfer, the

Appellants argued that an evidentiary hearing was required to determine whether

they had waived certain conditions precedent to their obligation to transfer the

interests. The Bankruptcy Court declined to hold an evidentiary hearing, finding

that the Appellants had notice that those conditions no longer needed to be

satisfied, and that the Appellants were required to transfer their WNT interests

pursuant to the confirmation order. The Court therefore entered an enforcement




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order that authorized Warren, as liquidating trustee, to transfer IMH’s and BVM’s

membership interests to the two limited partnerships.

      The Appellants then appealed the Bankruptcy Court’s enforcement order to

the District Court for the Middle District of Florida. The District Court affirmed

the enforcement order because the Bankruptcy Court’s confirmation order—not

the enforcement order—was the order that required the transfer, and the Appellants

had not appealed the confirmation order before it became a binding, final

judgment. Therefore, the District Court found that the Appellants’ appeal of the

enforcement order was an impermissible collateral attack on the confirmation

order. We agree with the District Court, as discussed below.

                                         B.

      “A bankruptcy court’s confirmation order that is final and no longer subject

to appeal [is] ‘res judicata to the parties and those in privity with them.’” Cabuya

Cherokee, SA v. Vogt, 532 B.R. 383, 390 (M.D. Fla. 2015) (quoting Travelers

Indem. Co. v. Bailey, 557 U.S. 137, 152, 129 S. Ct. 2195, 2205 (2009)). In other

words, once a confirmation order is no longer appealable, either because the

appellants have exhausted their direct appeal or the deadline to appeal has passed,

it becomes a final, binding judgment. See Bailey, 557 U.S. at 152–53, 129 S. Ct. at

2205–06. And once the confirmation order is final, any alleged defects in it cannot

be collaterally attacked by challenging the bankruptcy court’s order enforcing the



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confirmation order. See id. For example, a final confirmation order cannot be

attacked by challenging an order enforcing it even if the confirmation order is

clearly defective because the bankruptcy court lacked subject matter jurisdiction to

enter the confirmation order in the first place. Id.

      Here, the Appellants impermissibly seek to challenge the terms of the

Bankruptcy Court’s confirmation order by appealing the Court’s enforcement

order. Therefore, their appeal fails. See id.

      The Appellants were on notice after the hearing on the motion to compel the

transfer of the WNT interests that the confirmation order required them to transfer

their interests without regard to any previously contemplated conditions precedent.

At that time, the Appellants still had six days to appeal the confirmation order. But

they did not do so. And once the deadline to appeal the confirmation order passed,

the order became final, and the Appellants cannot now attack the confirmation

order by challenging the enforcement order. Therefore, the District Court properly

dismissed the appeal of the enforcement order.

      Accordingly, we affirm.

      AFFIRMED.




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