                              UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                              No. 04-2234



In Re: LANDMARK LAND COMPANY OF FLORIDA, INC.,
a Delaware corporation,

                                            Debtor/Reorganized Debtor.

---------------------------------------------

LANDMARK LAND COMPANY    OF   FLORIDA,   INC.,   a
Delaware corporation,

                                                 Plaintiff - Appellee,

          and


SOUTH FLORIDA WATER MANAGEMENT DISTRICT, an
instrumentality of the State of Florida;
VILLAGE    OF   WELLINGTON    FLORIDA,   ACME
IMPROVEMENT DISTRICT, a dependent district of
the Village of Wellington, Florida,

                                               Defendants - Appellees,

          versus


PALM BEACH POLO INC., a Florida corporation;
TRI-STATE GROUP INC., an Ohio corporation,

                                              Defendants - Appellants,

          and


HENRY DEAN, Executive Director of the South
Florida Water Management District; CHARLES H.
LYNN, Village Manager of the Village of
Wellington, Florida,
                                                           Defendants.
Appeal from the United States District Court for the District of
South Carolina, at Charleston. David C. Norton, District Judge.
(CA-02-1207-2-18; CA-91-5291-1-18; BK-91-05816)


Argued:   March 16, 2006                  Decided:   April 13, 2006


Before LUTTIG, WILLIAMS, and MICHAEL, Circuit Judges.


Affirmed by unpublished per curiam opinion.


ARGUED: Larry Allen Zink, ZINK, ZINK & ZINK CO., L.P.A., Canton,
Ohio, for Appellants. Jay Ira Morstein, DLA PIPER RUDNICK GRAY
CARY US, L.L.P., Baltimore, Maryland; Peter H. Levitt, SHUTTS &
BOWEN, Miami, Florida, for Appellees.        ON BRIEF: Daniel J.
Carrigan, DLA PIPER RUDNICK GRAY CARY US, L.L.P., Washington, D.C.,
for Appellee Landmark Land Company of Florida, Inc., a Delaware
corporation; James E. Nutt, Senior Specialist Attorney, SOUTH
FLORIDA WATER MANAGEMENT DISTRICT, West Palm Beach, Florida, for
Appellee   South    Florida   Water    Management    District,   an
instrumentality of the State of Florida.


Unpublished opinions are not binding precedent in this circuit.
See Local Rule 36(c).




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PER CURIAM:

      In 1987, appellee, Landmark Land Company of Florida (Landmark

Florida), applied to the South Florida Water Management District

(SFWMD) for a permit to build a golf course in the Palm Beach Polo

and Golf Country Club (PBPCC), which is located in Wellington,

Florida.     J.A. 901-02.     SFWMD issued the requested permit but

mistakenly listed the permittee as “Landmark Land Company, Inc,”

which was the indirect parent company of the applicant, Landmark

Florida.      Id. at 903.     Landmark Florida never undertook the

construction allowed by the permit.      Id. at 904.

      In 1993, Landmark Florida sold PBPCC to appellant, Tri-State,

as part of Landmark Florida’s Chapter 11 reorganization plan.      Id.

at 906. Shortly after the sale, Tri-State assigned its contractual

interest under the Purchase and Sale Agreement to appellant, Palm

Beach Polo.    Id. at 907.   Palm Beach Polo became the owner of PBPCC

upon the 1993 closing and it continues to own PBPCC.       Id.    SFWMD

was not notified of the change in PBPCC’s ownership.        Id.   Some

time after Palm Beach Polo acquired PBPCC, Palm Beach Polo began

construction that did not comply with the 1987 permit.     Id. at 907-

08.   When SFWMD learned of this construction in 2001, it filed an

action in Florida state court against Palm Beach Polo.     Id. at 908.

SFWMD also sent a Notice of Violation with respect to the 1987

permit to Landmark Florida, which was still the permittee of record

for PBPCC.    Id.


                                   -3-
       Landmark Florida filed this action in the District of South

Carolina for a declaration that any liability it had under the 1987

permit ceased with the sale of PBPCC to Palm Beach Polo because the

sale documents provided for the assignment of the permit to Palm

Beach Polo.    See id. at 119.    The district court decided that

federal jurisdiction was proper because “Landmark Florida’s Chapter

11 bankruptcy has not been closed out by this court” and the

proceeding was “at the very least, ‘related to’ the underlying

bankruptcy case.”   Id. at 108 (quoting 28 U.S.C. § 1334(b)).    The

district court also reformed the permit to list Landmark Florida,

rather than Landmark Land Company, Inc., as the permittee.    Id. at

927.    It then held that the 1987 permit was assignable.     Id. at

927-29.    After a short trial to determine whether the permit was

actually assigned, the district court concluded that the PBPCC sale

documents evinced the parties’ intent to assign the permit and that

the permit was, in fact, assigned to Palm Beach Polo in the sale.

Id. at 1409-13. Therefore, the district court held that the permit

and “any rights, duties, and obligations of Landmark Florida

thereunder” were assumed by Palm Beach Polo.   Id. at 1412.

       On the question of the assignability of the permit, the

district court concluded that although “non-assignable” appeared on

the face of the permit, the permit was assignable because both

parties to the permit (Landmark Florida and SFWMD) consented to the

assignment. Id. at 928-29. The district court reasoned that, even


                                 -4-
though SFWMD did not know that PBPCC had changed ownership at the

time of the sale, SFWMD impliedly waived the non-assignability

provision by routinely transferring permits and allowing them to be

assigned.     Id.     A representative from SFWMD testified that SFWMD

would have agreed to the transfer of the permit at the time of the

sale and will now approve the transfer of the permit.           Id. at 597-

98.   At oral argument, counsel for SFWMD represented that SFWMD

believes this permit to have been assignable.          The fact that SFWMD

routinely allows the transfer and assignment of permits upon

changes in property ownership combined with SFWMD’s representations

that this permit was assignable persuade us that the district court

was correct in holding that the permit was assignable.

      As    for     the   question   whether   the   parties   effected   an

assignment, having thoroughly reviewed the district court’s opinion

on the matter and the parties’ briefs and submissions on appeal, we

conclude that the district court did not err in concluding that the




                                      -5-
permit was assigned to Palm Beach Polo.    We therefore affirm the

judgment of the district court on the reasoning of that court.*



                                                          AFFIRMED




     *
      Palm Beach Polo also argues that the permit was expired and
that SFWMD was equitably estopped from enforcing the permit. These
arguments do not affect our decision that the permit was assignable
but should, we suspect, be considered by the Florida courts in any
proceeding to enforce the permit against Palm Beach Polo.

     Additionally, Palm Beach Polo appeals the district court’s
entry of an order against Palm Beach Polo Holdings, Inc., which is
not a named party to this suit. However, even if it was improper
for the district court to enter the order, Palm Beach Polo cannot
appeal the district court’s order on behalf of a non-party.

                               -6-
