                                                                FILED
                                                                AUG 08 2016
 1                          NOT FOR PUBLICATION
                                                            SUSAN M. SPRAUL, CLERK
                                                              U.S. BKCY. APP. PANEL
 2                                                            OF THE NINTH CIRCUIT

 3                   UNITED STATES BANKRUPTCY APPELLATE PANEL
 4                             OF THE NINTH CIRCUIT
 5   In re:                        )       BAP No.     CC-15-1216-FDKu
                                   )
 6   SoCAL SLEEP CENTERS, LLC,     )       Bk. No.     2:14-bk-28581-NB
                                   )
 7                  Debtor.        )
     _____________________________ )
 8                                 )
     MAUREEN JAROSCAK,             )
 9                                 )
                    Appellant,     )
10                                 )
     v.                            )       MEMORANDUM*
11                                 )
     ARCADIA HUB HOLDINGS 3, LLC; )
12   UNITED STATES TRUSTEE,        )
                                   )
13                  Appellees.**   )
     ______________________________)
14
                      Argued and Submitted on July 28, 2016
15                           at Pasadena, California
16                            Filed – August 8, 2016
17                Appeal from the United States Bankruptcy Court
                      for the Central District of California
18
               Honorable Neil W. Bason, Bankruptcy Judge, Presiding
19
20   Appearances:      Robert Rice argued for Appellant Maureen Jaroscak;
                       Sumi Sakata argued for Appellee United States
21                     Trustee.
22
     Before: FARIS, DUNN, and KURTZ, Bankruptcy Judges.
23
24
          *
            This disposition is not appropriate for publication.
25   Although it may be cited for whatever persuasive value it may
26   have, see Fed. R. App. P. 32.1, it has no precedential value, see
     9th Cir. BAP Rule 8024-1.
27
          **
            Arcadia Hub Holdings 3, LLC did not file an answering
28   brief or otherwise participate in this appeal.
 1                               INTRODUCTION
 2        Appellant Maureen Jaroscak appeals the bankruptcy court’s
 3   imposition of sanctions against her for her conduct while she
 4   represented debtor SoCal Sleep Centers, LLC in its chapter 111
 5   case.    Ms. Jaroscak argues that she did not make any false
 6   statements or mislead the court.       She contends that the court
 7   erred by sanctioning her, rather than her client, and refusing to
 8   amend its order (pursuant to the parties’ stipulation) to
 9   sanction her client, rather than her.
10        Ms. Jaroscak’s arguments on appeal are all meritless, and
11   some are frivolous.    Accordingly, we AFFIRM.
12                            FACTUAL BACKGROUND
13   A.   The unlawful detainer action
14        Arcadia Hub Holdings 3, LLC (“Arcadia Hub”) owned commercial
15   real property in Beverly Hills, California.       Arcadia Hub’s
16   tenant, Beverly Hills Surgery Center, allegedly subleased some or
17   all of the premises to SoCal Sleep Centers2 without Arcadia Hub’s
18   knowledge.
19        In or around July 2014, Arcadia Hub began eviction
20   proceedings in California Superior Court against Beverly Hills
21   Surgery Center and filed an unlawful detainer action.
22   Ms. Jaroscak, who is an attorney licensed to practice in
23
24        1
            Unless specified otherwise, all chapter and section
     references are to the Bankruptcy Code, 11 U.S.C. §§ 101-1532, all
25   “Rule” references are to the Federal Rules of Bankruptcy
26   Procedure, Rules 1001-9037, and all “Civil Rule” references are
     to the Federal Rules of Civil Procedure, Rules 1-86.
27
          2
            SoCal Sleep Centers is allegedly a sleep clinic that
28   diagnosed sleep abnormalities.

                                        2
 1   California, represented SoCal Sleep Centers.3   She signed a
 2   “Prejudgment Claim of Right of Possession” on behalf of SoCal
 3   Sleep Centers, in which she claimed that SoCal Sleep Centers
 4   occupied the premises when the unlawful detainer complaint was
 5   filed and had continued to occupy the premises ever since.
 6        Inexplicably, Ms. Jaroscak also signed SoCal Sleep Centers’
 7   answer to the complaint, which took the opposite position.
 8   According to the answer, SoCal Sleep Centers “has tendered
 9   possession and keys to the premises to plaintiff.   Possession is
10   no longer an issue in the proceeding and no complaint for
11   unlawful detainer may be brought against the defendants.”4
12        The superior court later struck SoCal Sleep Centers’
13   prejudgment claim of right of possession as improperly executed.
14   It entered judgment for possession and unpaid rent in favor of
15   Arcadia Hub and against Beverly Hills Surgery Center.
16   B.   SoCal Sleep Centers’ chapter 11 bankruptcy
17        On September 30, 2014, SoCal Sleep Centers filed a
18   chapter 11 bankruptcy petition.   Ms. Jaroscak was listed as its
19   attorney of record.
20
21
22
          3
23          Arcadia Hub alleged that Ms. Jaroscak also represented
     Beverly Hills Surgery Center.
24
          4
            Ms. Jaroscak claims that this admission is a typo. She
25   asserts that it should have read, “Defendant has not tendered
26   possession . . . .” (Emphasis added.) This assertion is not
     credible. The very next sentence of the answer says that
27   “[p]ossession is no longer an issue in this proceeding . . . .”
     The “correction” would make the answer internally and patently
28   inconsistent.

                                       3
 1        1.    SoCal Sleep Centers’ schedules
 2        SoCal Sleep Centers’ bankruptcy filings were woefully
 3   deficient.   Among other things, Ms. Jaroscak did not file a
 4   retention application5 or disclosure of compensation, and she did
 5   not file any “first day motions” which are almost always
 6   necessary in a chapter 11 case.
 7        SoCal Sleep Centers sought an extension to file its
 8   schedules and statement of financial affairs in a motion filed on
 9   October 14, 2014, the day those documents were due.      SoCal Sleep
10   Centers’ manager, Mr. Oxman, submitted a declaration that SoCal
11   Sleep Centers had been unable to submit its schedules, because,
12   as a result of the landlord’s unlawful detainer action and
13   intimidation, “[a]ccess to debtor’s business records to
14   adequately complete the schedules has been severely impaired
15   . . . .”
16        The bankruptcy court granted SoCal Sleep Centers an
17   extension to file its schedules.       SoCal Sleep Centers never filed
18   the required schedules and statements.
19        2.    Ms. Jaroscak’s conflicting statements
20        Arcadia Hub filed a motion for relief from the automatic
21   stay (“Motion for Relief”).   It argued (among other things) that
22
          5
23          This was a serious omission. A person filing a retention
     application must disclose “all of the person’s connections with
24   the debtor,” Rule 2015(a), so the court can evaluate whether the
     person is a “disinterested person,” § 101(14), and “does not hold
25   or represent an interest adverse to the estate,” § 327(a). It
26   was later revealed that Ms. Jaroscak’s husband, Brian Oxman, is a
     manager of SoCal Sleep Centers. (Mr. Oxman was also
27   Ms. Jaroscak’s law partner until he was disbarred for
     misconduct.) Ms. Jaroscak should have disclosed these facts at
28   the very inception of the chapter 11 case.

                                        4
 1   SoCal Sleep Centers had filed its bankruptcy petition in bad
 2   faith.    Additionally, Arcadia Hub stated that it believed that
 3   SoCal Sleep Centers’ suite “is effectively empty and that no
 4   personal property is located therein. . . .       [N]o business has
 5   been conducted . . . for over one year since Tenants’
 6   ‘l-800-GET-THIN’ marketing program was shut down by governmental
 7   investigators.”
 8        SoCal Sleep Centers opposed the Motion for Relief.
 9   Ms. Jaroscak submitted a declaration in support of the opposition
10   in which she stated (among other things) that SoCal Sleep Centers
11   was able to cure the rent arrearage and had tendered payment to
12   Arcadia Hub.    She said that SoCal Sleep Centers had not abandoned
13   the property and attested that “SoCal Sleep Centers has sleep
14   study equipment, computers, files, and reception area equipment
15   and supplies on the premises and I have seen such equipment and
16   fixtures. . . .    SoCal Sleep Centers still maintains a presence
17   at the medical suite.”    She further stated that “SoCal Sleep
18   Centers operates out of that location.”
19        On October 28, 2014, the same day that SoCal Sleep Centers
20   filed its opposition to the Motion for Relief, the court held a
21   status conference.    Counsel for Arcadia Hub and the Office of the
22   United States Trustee (“U.S. Trustee”) informed the court that
23   SoCal Sleep Centers had not filed many of the required documents,
24   communicated with the U.S. Trustee, or appeared for its initial
25   interview and § 341 meeting.    They argued that the bankruptcy
26   petition was filed in bad faith.       Arcadia Hub represented that
27   “[t]he premises have, in fact, been vacant for approximately a
28   year.    There is no business being conducted in the premises, and

                                        5
 1   has not been for approximately a year.”    Ms. Jaroscak responded
 2   that “we are still there.    There are still files there.   There is
 3   furniture there.   There are computers there.”   She stated that
 4   “[t]he debtor is not insolvent.”
 5        The court expressed concern that SoCal Sleep Centers had not
 6   filed first day motions that would have addressed issues such as
 7   cash collateral, utilities, and payroll.    The court required
 8   SoCal Sleep Centers to file an “extensive” status report, warning
 9   that it “may well have to dismiss the case . . . if there aren’t
10   some really good answers.”
11        The very next day, SoCal Sleep Centers filed a motion to
12   dismiss its chapter 11 case (“Motion to Dismiss”).    It gave two
13   reasons for requesting dismissal: (1) it was unable to comply
14   with the court’s filing requirements, since it “does not have
15   access to its books, records, software, or files, to facilitate
16   compliance with Chapter 11 filing requirements due to a
17   government seizure of books and records on June 3, 2014[;]” and
18   (2) it “does not have sufficient information to formulate a
19   workable Chapter 11 plan within the next several months.    The
20   absence of its records and papers makes it impossible to complete
21   this task.”   (Previously, SoCal Sleep Centers had blamed Arcadia
22   Hub, not the federal government, for blocking access to its
23   records.)
24        In support of the Motion to Dismiss, Ms. Jaroscak attested:
25             3. On June 3, 2014, the United States Attorneys’
          Office, including a task force of several government
26        agencies, conducted a raid of several locations
          occupied by Beverly Hills Surgery Center, LLC,
27        including [SoCal Sleep Centers’ suite]. I was
          personally present at the time of the raid.
28

                                        6
 1             4. As a result of the raid, business files,
          computers, software, patient records, and all records
 2        belonging to . . . SoCal Sleep Centers, LLC, were
          seized by the government and to date, have not been
 3        returned. The raid effectively put all of the
          occupants . . . out of business. . . .
 4
               5. While requests to the federal government for
 5        return of some of the materials have been made by the
          other defendants, nothing of any substance has been
 6        returned by the government. The other occupants at
          9001 Wilshire, including SoCal Sleep Centers, LLC, have
 7        been unable to continue in their business operations.
          Without access to books, records, and billing
 8        information, no billing can be sent and no revenue has
          been received since June 4, 2014. The money which
 9        SoCal Sleep Centers has offered to pay the landlord
          [has] come from the other occupants, and SoCal Sleep
10        Centers has no assets or funds available.6
11             6. . . . . SoCal Sleep Centers, LLC does not have
          access to their records to effectively comply with the
12        US Trustee requirements, to make the motions required
          of it to be in compliance with Chapter 1l statutes and
13        local rules, and to formulate a workable Chapter 11
          Reorganization Plan.
14
15   (Emphases added.)
16   C.   Hearings on the Motion for Relief and Motion to Dismiss
17        The court held hearings on the Motion for Relief and Motion
18   to Dismiss.   Inexplicably, SoCal Sleep Centers did not appear at
19   the hearing on the Motion for Relief, so the court granted the
20   motion, terminating the automatic stay retroactively as of the
21   petition date.
22        Ms. Jaroscak did appear at the hearing on the Motion to
23   Dismiss and continued status conference.   The court dismissed the
24
25        6
            Ms. Jaroscak claims that this admission is another
26   unfortunate typo; she claims that she meant to say that SoCal
     Sleep Centers had “no other assets or funds available.”
27   (Emphasis added.) This is not plausible. Adding the word
     “other” would make the sentence absurd, because there is nothing
28   in the paragraph to which “other” might refer.

                                      7
 1   case on its own motion with a 180-day bar on refiling and denied
 2   the Motion to Dismiss as moot.   The court stated that it had
 3   “some real concerns about how the case commenced and how things
 4   progressed.”   The court contemplated issuing an order to show
 5   cause why SoCal Sleep Centers or Ms. Jaroscak should not be
 6   sanctioned: “it’s a real concern to me that giving some leeway to
 7   the debtor for additional time to file schedules, giving some
 8   leeway to the debtor to be able to establish why relief from the
 9   automatic stay shouldn’t be granted, continuing the hearing on
10   that, and then it all turns out, ‘Oh, never mind.   None of that
11   was really true.’”
12        Ms. Jaroscak defended her previous statements by saying
13   that, at the time SoCal Sleep Centers filed its petition, it
14   believed that it “would be able to put [itself] together and move
15   forward.”   She stated that, after meeting with her client
16   following the status conference, “it became apparent to me that
17   my client was not going to be able to do that.    They did not have
18   the records.   More importantly, when I enlightened them about the
19   fact that if they were going to stay in the space that they were
20   in, that they were going to have to continue to pay the current
21   rent, which is approximately $25,000 a month, there is absolutely
22   no way at this point that they could do that.”7   As for the
23
          7
24          This statement is troubling for at least two reasons.
     First, contrary to the implication of Ms. Jaroscak’s statements,
25   SoCal Sleep Centers knew that it had to pay rent; in response to
26   Arcadia Hub’s Motion for Relief, it had assured the court that it
     could and would cure the delinquent rent. Second, any competent
27   attorney for a chapter 11 debtor in possession would have
     “enlightened” the debtor about the need to pay post-petition rent
28                                                      (continued...)

                                      8
 1   status of the business, Ms. Jaroscak stated that “[a]s far as the
 2   business going there, there is furniture there.    There is some
 3   artwork there.   There have been some other things there.   I was
 4   there yesterday.   They are not, at this point, effectively doing
 5   a business there.”
 6   D.   The OSC
 7        In response to the U.S. Trustee’s request for sanctions and
 8   initiation of disciplinary proceedings against Ms. Jaroscak
 9   (“Request for Sanctions”), the court issued its order to show
10   cause (the “OSC”) why Ms. Jaroscak should not be sanctioned or
11   referred to the state’s disciplinary board.
12        In response to the OSC, Ms. Jaroscak argued that she did not
13   mislead the court and her statements “were essentially true,
14   despite apparent inconsistencies.”
15        First, regarding SoCal Sleep Centers’ access to its
16   documents (and ability to file schedules), Ms. Jaroscak argued
17   that she did not conceal or lie about the government’s seizure of
18   SoCal Sleep Centers’ records and that “there is no absolute need
19   for Jaroscak to tell the court all of the reasons for why Debtor
20   was having trouble getting access to documents,” and that she was
21   entitled to “exercis[e] her discretion” in presenting her
22   client’s case to the court.   (Emphasis added.)   “Jaroscak’s
23   decision to withhold this information was then merely an attorney
24   deciding how much to tell the Court and when.”    Also, she claimed
25   (for the first time) that SoCal Sleep Centers was “in the process
26
          7
27         (...continued)
     even before filing the petition because § 365(b)(3) requires the
28   debtor in possession to do exactly that.

                                      9
 1   of trying to reconstruct its records.”
 2        Second, regarding the status of SoCal Sleep Centers’
 3   operations, Ms. Jaroscak argued that she had correctly informed
 4   the court that SoCal Sleep Centers “was attempting to maintain an
 5   active business even in the face of the loss of most of its most
 6   critical documents and records . . . .”   She stated that,
 7   “although Debtor and other occupants moved certain equipment out
 8   of the Suite 106 during October, Debtor continued to try to
 9   maintain an active presence at Suite 106.”
10        Prior to the hearing on the OSC, the court issued a
11   tentative ruling wherein it indicated that it was inclined to
12   sanction Ms. Jaroscak in the amount of Arcadia Hub’s attorneys’
13   fees pursuant to its inherent power.   It said that Ms. Jaroscak’s
14   October 23, 2014 declaration in support of SoCal Sleep Centers’
15   opposition to the Motion for Relief was “willfully misleading,
16   submitted in bad faith, presented for the improper purposes of
17   causing unnecessary delay and needless increase in the cost to
18   Landlord of litigation, lacking sufficient evidentiary support,
19   and not warranted by the evidence or on any stated and reasonable
20   information and belief.”   It also indicated that it was inclined
21   to hold an evidentiary hearing regarding additional sanctions,
22   such as referral to the state’s disciplinary board (i.e., public-
23   interest sanctions).8
24
25        8
            The issue of other sanctions was resolved when
26   Ms. Jaroscak agreed not to represent any party before the
     bankruptcy court in the Central District of California for a
27   three-year period. Although Ms. Jaroscak agreed to that
     sanction, she has appealed from that order also (BAP No.
28                                                      (continued...)

                                     10
 1        Following a hearing on the OSC, the court issued an order
 2   adopting its tentative ruling and awarded Arcadia Hub $18,987.82
 3   (“Original Order”).
 4   E.   Ms. Jaroscak’s attempt to amend the Original Order
 5        Ms. Jaroscak did not appeal the Original Order.   However,
 6   there was a flurry of activity on March 6, 2015, the deadline to
 7   file a notice of appeal from the Original Order.   Ms. Jaroscak,
 8   through counsel, told Arcadia Hub’s counsel that she “would like
 9   to amend the order to make the debtor instead of her liable for
10   the sanctions.”   Arcadia Hub initially stated in an e-mail that
11   it “does not care who pays the sanctions” but was “not going to
12   agree to amend the Order.”   Ms. Jaroscak’s counsel replied, “She
13   does not have the money.   I can get the money from the client if
14   the order is amended.”   Later that day, a cashier’s check drawn
15   by Mr. Oxman was delivered to counsel for Arcadia Hub in the
16   amount of the sanctions award.   Arcadia Hub’s counsel then signed
17   a stipulation to amend the Original Order by changing the last
18   sentence from
19        IT IS HEREBY ORDERED that Maureen Jaroscak shall pay to
          Arcadia Hub Holdings 3, LLC within fourteen days from
20        the entry of this Order, sanctions in the sum of
          $19,407.82 - $420 = $18,987.82.
21
22   to
23        IT IS HEREBY ORDERED that Debtor shall pay to Arcadia
          Hub Holdings 3, LLC within fourteen days from the entry
24        of this Order . . . .
25   Arcadia Hub’s counsel signed the stipulation to amend the
26
27
          8
           (...continued)
28   CC-16-1036).

                                      11
 1   Original Order (“Stipulation”) on the afternoon of March 6, 2015,
 2   and Ms. Jaroscak’s counsel says that he signed it the same day.
 3   The U.S. Trustee did not sign, and was not asked to sign, the
 4   Stipulation.9
 5        Months later, on May 29, 2015, Ms. Jaroscak filed a motion
 6   to approve the Stipulation (“Motion to Approve Stipulation”).10
 7        The U.S. Trustee opposed to Motion to Approve Stipulation.
 8   Among other things, it pointed out that the motion was untimely
 9   because Ms. Jaroscak filed it over three months after the court
10   entered the Original Order.
11        In response, Ms. Jaroscak argued that the Stipulation was
12   executed in March 2015 and would have been timely if filed
13   immediately.    She blamed the failure to file the Motion to
14   Approve Stipulation on the inadvertence of her attorney.    She
15   also stated that her counsel “discussed the proposed Stipulation
16   with [counsel for the U.S. Trustee] and she indicated to him that
17   the U.S. Trustee did not care about it. . . .    [T]he OUST was
18   aware of the terms of amendment and expressed no objection at the
19   time.”
20        At the hearing on the Motion to Approve Stipulation, the
21   court indicated that it would “approve the stipulation
22
23
          9
            As discussed below, Ms. Dare Law, counsel for the
24   U.S. Trustee, was included in certain e-mail correspondence but
     was removed from later communications wherein Ms. Jaroscak and
25   Arcadia Hub agreed to the Stipulation.
26        10
            The court entered an order granting the Motion to Approve
27   Stipulation shortly after it was filed, but later vacated the
     order because it was entered prematurely due to an internal
28   clerical error.

                                      12
 1   notwithstanding the United States Trustee’s argument, but with
 2   everybody understanding that what I’ve already decided is what
 3   I’ve already decided.”   Ms. Jaroscak’s counsel confirmed that:
 4        I want to make sure it’s clear that we’re not sitting
          here saying that anything that you issued on that
 5        February 6th tentative ruling has changed. We’re not
          -- the only thing that’s changed is the one slight
 6        thing, which is that the sanctions will be paid by
          Arcadia Hub and, in fact, to Arcadia Hub by the debtor
 7        and in fact (indiscernible). Other than that,
          everything remains the same.
 8
 9   He later reiterated that “the Court awarded the sanctions that
10   they were awarded.   It’s only amended that the debtor is to pay
11   -- can pay the sanctions and everything that’s in that order is
12   unchanged other than that one small part.   And I think it’s -- I
13   think it’s very important here.”
14        The court ruled that “if Arcadia chooses to accept a payment
15   from another source then it can choose to do so . . . .   It also
16   still holds that the tentative ruling and the findings that were
17   part of [the Original Order] are still very much extant.”    The
18   court approved an amendment whereby the “new version would be
19   that Arcadia is entitled to payment of its attorney’s fees and
20   based on the findings of fact and conclusions of law that I did
21   before and that the source of the payment doesn’t matter.”
22        Ms. Jaroscak’s counsel prepared the order amending the
23   Original Order (“Amended Order”), which stated:
24             The final paragraph of the Order for Payment of
          Sanctions by Maureen Jaroscak to Arcadia Hub Holdings 3, LLC
25        [Docket No. 69] (the “Order”) is hereby amended so that it
          shall read as follows:
26
               IT IS HEREBY ORDERED that Maureen Jaroscak or her
27             designee shall pay to Arcadia Hub Holdings 3, LLC
               within fourteen days from the entry of this Order,
28             sanctions in the sum of $19,407.82 - $420 = $18,987.82.

                                     13
 1             Notwithstanding the above amendment, all other parts of
          the Order remain fully in force and effect.
 2
 3   F.   Appeal to the BAP
 4        On July 6, 2015, Ms. Jaroscak filed a notice of appeal from
 5   both the Original Order and the Amended Order.
 6        On April 17, 2016, Ms. Jaroscak filed a motion to enforce
 7   settlement (“Motion to Enforce”) with this Panel.      She stated
 8   that, on March 28, 2016, she, Arcadia Hub, and SoCal Sleep
 9   Centers entered into a “settlement” that allegedly resolved the
10   appeal, since they reaffirmed the terms of the Stipulation.      The
11   motions panel denied the Motion to Enforce without prejudice
12   pending resolution of the merits of the appeal.
13                               JURISDICTION
14        The bankruptcy court had jurisdiction pursuant to 28 U.S.C.
15   §§ 1334 and 157(b)(1).   Subject to our discussion of the
16   timeliness of this appeal, we have jurisdiction under 28 U.S.C.
17   § 158.
18                                  ISSUES
19        (1) Whether Ms. Jaroscak timely appealed the Original Order.
20        (2) If so, whether the court abused its discretion in
21   sanctioning Ms. Jaroscak.
22        (3) Whether the court abused its discretion in refusing to
23   amend the Original Order pursuant to the Stipulation.
24                            STANDARDS OF REVIEW
25        We review the bankruptcy court’s conclusions of law de novo
26   and its findings of fact for clear error.      Hansen v. Moore
27   (In re Hansen), 368 B.R. 868, 874 (9th Cir. BAP 2007).      “De novo
28   review requires that we consider a matter anew, as if no decision

                                      14
 1   had been made previously.”    Francis v. Wallace (In re Francis),
 2   505 B.R. 914, 917 (9th Cir. BAP 2014) (citation omitted).     A
 3   bankruptcy court clearly errs if its findings were illogical,
 4   implausible, or “without support in inferences that may be drawn
 5   from the facts in the record.”    United States v. Hinkson,
 6   585 F.3d 1247, 1262–63 & n.21 (9th Cir. 2009) (en banc).
 7         We review for abuse of discretion the bankruptcy court’s
 8   decision to alter or amend its own order.    See Int’l Rehab.
 9   Sciences Inc. v. Sebelius, 688 F.3d 994, 1000 (9th Cir. 2012)
10   (denial of Civil Rule 59(e) motion); Lal v. California, 610 F.3d
11   518, 523 (9th Cir. 2010) (denial of Civil Rule 60(b) motion).     A
12   bankruptcy court abuses its discretion if it applies an incorrect
13   legal standard or misapplies the correct legal standard, or if
14   its fact findings are illogical, implausible, or not supported by
15   evidence in the record.   TrafficSchool.com, Inc. v. Edriver Inc.,
16   653 F.3d 820, 832 (9th Cir. 2011).
17                                 DISCUSSION
18   A.   Ms. Jaroscak did not timely appeal the Original Order.
19        The U.S. Trustee argues that Ms. Jaroscak’s appeal from the
20   Original Order is untimely.    Ms. Jaroscak argues that her notice
21   of appeal from the Amended Order was timely and should relate
22   back to the Original Order.    We agree with the U.S. Trustee.
23        1.   The Original Order was a final and appealable order.
24        The U.S. Trustee argues that the Original Order was a final
25   order from which Ms. Jaroscak could have appealed.    Although
26   Ms. Jaroscak does not challenge this assertion, we must consider
27   it independently because it bears upon our jurisdiction over this
28   appeal.   See Symantec Corp. v. Glob. Impact, Inc., 559 F.3d 922,

                                       15
 1   923 (9th Cir. 2009).
 2         In Eden Place, LLC v. Perl (In re Perl), 811 F.3d 1120 (9th
 3   Cir. 2016), the Ninth Circuit held that a bankruptcy court order
 4   determining that a creditor had violated the automatic stay was a
 5   final and appealable order, even though the bankruptcy court
 6   deferred ruling on the amount of sanctions for the violation.
 7   The court of appeals noted that it takes a flexible and pragmatic
 8   approach to “finality” in bankruptcy cases.    Id. at 1127.   The
 9   court reasoned that:
10         There is no question that the discrete issue addressed
           by the bankruptcy court – violation of the automatic
11         stay – has been definitively and finally resolved.
           Resolution of that issue is as final as it will ever be
12         in this case.
13   Id.
14         Perl establishes that the Original Order was final for
15   purposes of appeal.    If anything, the Original Order was more
16   final than the order that the Ninth Circuit considered in Perl,
17   because the Original Order determined not only Ms. Jaroscak’s
18   liability for sanctions, but also the amount of those sanctions.
19         Similarly, our decision in Stasz v. Gonzalez (In re Stasz),
20   387 B.R. 271 (9th Cir. BAP 2008), considered, as a matter of
21   first impression, whether an order granting civil contempt
22   sanctions under Rule 9020 was final for the purposes of an
23   immediate appeal.   The Panel stated the general rule that “[a]
24   final order ‘ends the litigation on the merits and leaves nothing
25   for the court to do but execute the judgment.’”    Id. at 274
26   (quoting Catlin v. United States, 324 U.S. 229, 233 (1945)).
27          The Panel noted that, “[w]hile civil contempt orders
28   entered ‘during the course of a pending civil action’ are not

                                      16
 1   appealable until final judgment, the Ninth Circuit has allowed
 2   immediate appeals of sanctions orders that dispose of the only
 3   issue before the court.”    Id. at 275.    The Panel thus determined
 4   that the sanctions order was properly appealable, because “[i]f
 5   the award of sanctions were not appealable now, it is unclear
 6   when the order would become final and appealable.      Unlike an
 7   adversary proceeding or a civil action outside bankruptcy, the
 8   culmination of the bankruptcy case does not result in a final
 9   judgment.”   Id. at 276.
10        Similarly, the Original Order in the present case was
11   immediately appealable.    It ended the litigation regarding
12   private sanctions against Ms. Jaroscak and left the court with
13   nothing to do but execute the order.      Although the bankruptcy
14   court here did not rely on Rule 9020, the result is the same, as
15   there was no further litigation that would preclude finality of
16   the Original Order.
17        Under Rule 8002(a)(1), “a notice of appeal must be filed
18   with the bankruptcy court within 14 days after entry of the
19   judgment, order, or decree being appealed.”      It is undisputed
20   that Ms. Jaroscak did not appeal the Original Order within
21   fourteen days of its entry.    She did not file a notice of appeal
22   until July 6, 2015, within the time permitted after entry of the
23   bankruptcy court’s Amended Order on June 19, 2015.11     Thus,
24   absent an exception to Rule 8002, the notice of appeal was
25   untimely as to the Original Order.
26
          11
27          The appeal was timely filed seventeen days after the
     entry of the Amended Order due to the observation of the
28   Independence Day holiday on July 3 and the intervening weekend.

                                      17
 1        2.     The Amended Order did not create new rights or
                 liabilities such that it extended the time to appeal
 2               the Original Order.
 3        Ms. Jaroscak argues that, because the Amended Order “revised
 4   legal rights and obligations” under the Original Order, her
 5   notice of appeal was timely as to the Original Order.    We
 6   disagree.
 7        As a general rule, the time to file an appeal is extended if
 8   “the lower court, in its second order, has disturbed or revised
 9   legal rights and obligations which, by its prior judgment, had
10   been plainly and properly settled with finality.”    Fed. Trade
11   Comm’n v. Minneapolis-Honeywell Regulator Co., 344 U.S. 206, 212
12   (1952).   “Only when the lower court changes matters of substance,
13   or resolves a genuine ambiguity, in a judgment previously
14   rendered should the period within which an appeal must be taken
15   or a petition for certiorari filed begin to run anew.”    Id. at
16   211-12.   Stated another way, “the mere fact that a judgment
17   previously entered has been reentered or revised in an immaterial
18   way does not toll the time within which review must be sought.”
19   Id. at 211; see United States v. Doe, 374 F.3d 851, 853-54 (9th
20   Cir. 2004) (stating, in a criminal context, that “[w]here a
21   district court enters an amended judgment that revises legal
22   rights or obligations, the period for filing an appeal begins
23   anew”); Day v. AT&T Disability Income Plan, 608 F. App’x 454, 456
24   (9th Cir. 2015) (“The Supreme Court has recognized that a
25   district court’s decision to amend a judgment may re-start the
26   period during which a litigant may appeal, provided that the
27   amended judgment differs materially from the earlier judgment.”);
28   see also Am. Safety Indem. Co. v. Official Comm. of Unsecured

                                      18
 1   Creditors (In re Am. Safety Indem. Co.), 502 F.3d 70, 72 (2d Cir.
 2   2007) (“it is well-established that [w]here a judgment is
 3   reentered, and the subsequent judgment does not alter the
 4   substantive rights affected by the first judgment, the time for
 5   appeal runs from the first judgment.” (citation and internal
 6   quotation marks omitted)).
 7        Ms. Jaroscak argues that the Amended Order revised the
 8   Original Order.   She further contends that the Amended Order was
 9   a “material change” to the Original Order and that the
10   U.S. Trustee’s “inequitable conduct” was a material change.
11        Ms. Jaroscak fails to explain how the Amended Order changed
12   the “legal rights and obligations” laid out in the Original
13   Order.   The Amended Order did not affect the court’s factual
14   findings against Ms. Jaroscak or affect Ms. Jaroscak’s liability
15   on the sanctions award; it only permitted Ms. Jaroscak’s designee
16   to pay the sanctions award on her behalf.   The court specified
17   multiple times that the Original Order “still holds and that the
18   tentative ruling and the findings that were part of [the Original
19   Order] are still very much extant.”
20        Further, Ms. Jaroscak’s argument on appeal is the exact
21   opposite of the argument her counsel made to the bankruptcy
22   court.   Ms. Jaroscak’s counsel explicitly and repeatedly
23   confirmed that the Amended Order did not alter Ms. Jaroscak’s
24   rights or obligations under the Original Order.   He stated, “the
25   only thing that’s changed is the one slight thing . . . .   Other
26   than that, everything remains the same.”    He reiterated that the
27   Original Order is “only amended that the debtor is to pay -- can
28   pay the sanctions and everything that’s in that order is

                                     19
 1   unchanged other than that one small part.”     Ms. Jaroscak’s
 2   counsel did not object to the court’s ruling or the language of
 3   the Amended Order.   In fact, her counsel drafted the Amended
 4   Order, which specified that, “[n]otwithstanding the above
 5   amendment, all other parts of the [Original] Order remain fully
 6   in force and effect.”
 7        The Amended Order did not alter any of Ms. Jaroscak’s legal
 8   rights and obligations.    Nothing in the Amended Order absolved
 9   her of liability or changed the court’s finding of sanctionable
10   conduct.   By her counsel’s own admission, the Amended Order
11   altered only “one slight thing.”      Accordingly, the Amended Order
12   did not extend the time to appeal the Original Order.12
13        3.    Even if the U.S. Trustee “lulled” Ms. Jaroscak into
                complacency, the time to appeal the Original Order was
14              not extended.
15        Ms. Jaroscak also argues that she did not timely appeal the
16   Original Order because the U.S. Trustee did not object to the
17   Stipulation and “lulled” her into not timely appealing.     This
18   contention is frivolous.
19        Even assuming that the U.S. Trustee engaged in any kind of
20
21        12
            The U.S. Trustee argues that the United States Supreme
     Court’s decision in Bowles v. Russell, 551 U.S. 205 (2007), also
22
     precludes review of the Original Order. Bowles stands for the
23   proposition that a time limit for taking an appeal is
     jurisdictional, so the failure to appeal timely divests a court
24   of jurisdiction. The U.S. Trustee questions whether courts
     should continue to apply the rule of Minneapolis-Honeywell
25   Regulator Co. following Bowles.
26
          Because we hold that the relation-back doctrine does not
27   apply to the facts of this case, we need not decide whether the
     Ninth Circuit’s view of that doctrine remains valid following
28   Bowles.

                                      20
 1   improper conduct (and it did not), or that equitable estoppel
 2   might apply (and it does not), the time for taking an appeal from
 3   the Original Order would not change.   See Bowles, 551 U.S. at 214
 4   (rejecting equitable considerations as a reason to extend the
 5   time to appeal, stating that the court “has no authority to
 6   create equitable exceptions to jurisdictional requirements”);
 7   Melendres v. Maricopa Cty., 815 F.3d 645, 649 (9th Cir. 2016)
 8   (“we are not at liberty to overlook a defect with the notice of
 9   appeal no matter how compelling an appellant’s argument may be”);
10   Gonzalez v. Wells Fargo Bank, N.A., No. 13-CV-02210-JST, 2014 WL
11   93930, at *3 (N.D. Cal. Jan. 9, 2014) (the time for appeal can
12   only be enlarged pursuant to Rule 8002(c)).
13        Therefore, we conclude that we lack jurisdiction over
14   Ms. Jaroscak’s purported appeal from the Original Order.13    The
15   only order that we have power to review is the Amended Order.
16   B.   The court did not abuse its discretion in entering the
          Amended Order and refusing to absolve Ms. Jaroscak of
17        liability.
18        Ms. Jaroscak contends that the bankruptcy court erred when
19
20
          13
            Even if we had jurisdiction to consider the Original
21   Order, we would affirm. All of Ms. Jaroscak’s challenges to that
     order turn on the bankruptcy court’s factual findings. All of
22
     those findings have evidentiary support in the record, and none
23   of them is clearly erroneous.

24        We are particularly dismayed by Ms. Jaroscak’s argument
     that, despite her ethical duty of candor to the tribunal, see
25   Cal. R. Prof’l Conduct 5-200(B) (an attorney “[s]hall not seek to
26   mislead the judge, judicial officer, or jury by an artifice or
     false statement of fact or law”), she was free to use her
27   “discretion” to decide when to tell the bankruptcy court the
     whole truth, rather than just part of the story. A half-truth is
28   a half-lie.

                                    21
 1   it issued the Amended Order to make her “or her designee”
 2   responsible for the monetary sanctions, rather than adopting the
 3   Stipulation.
 4        Ms. Jaroscak’s briefs are not models of clarity.    As far as
 5   we can tell, she thinks the court erred in two respects.14      We
 6   reject both contentions.
 7        1.   The bankruptcy court was not obligated to approve the
               Stipulation and modify the Original Order.
 8
 9        Ms. Jaroscak faults the court for “rewriting the settlement”
10   she reached with Arcadia Hub.    The bankruptcy court did not err.
11        In the first place, it is a stretch to call the Stipulation
12   a “settlement.”    By its terms, it provides that SoCal Sleep
13   Centers, rather than Ms. Jaroscak, would pay the sanctions; it
14   does not exonerate Ms. Jaroscak or even change the amount of the
15   sanctions.    Arcadia Hub did not agree to compromise any of its
16   rights and claims.    The e-mails make it clear that Arcadia Hub
17   entered into the Stipulation simply because it did not care who
18   paid the sanctions as long as someone did.
19        More importantly, Ms. Jaroscak’s argument rests on a false
20   assumption.    She seems to think that the bankruptcy court had no
21   choice but to approve the Stipulation.    There is no authority for
22   the proposition that a court must modify its orders simply
23   because the parties ask it to.    In fact, the Ninth Circuit
24   authority is exactly to the contrary.    See Nat’l Union Fire Ins.
25
26        14
            Ms. Jaroscak argued before the bankruptcy court that the
27   Motion to Approve Stipulation satisfied Rule 9024. But she does
     not argue on appeal that the court erred in its application of
28   Rule 9024, so this issue is waived.

                                      22
 1   Co. v. Seafirst Corp., 891 F.2d 762 (9th Cir. 1989) (the court
 2   need not vacate a judgment even when all non-defaulting parties
 3   request that it do so); Ringsby Truck Lines, Inc. v. W.
 4   Conference of Teamsters, 686 F.2d 720 (9th Cir. 1982) (a post-
 5   judgment settlement does not require vacatur of the judgment).
 6        Further, Ms. Jaroscak waived this argument because her
 7   counsel did not oppose the entry of the Amended Order.       Rather,
 8   her counsel seemed satisfied with the court’s ruling.    He did not
 9   take issue with the court leaving Ms. Jaroscak liable for the
10   sanctions but allowing SoCal Sleep Centers to pay on her behalf.
11        2.    The U.S. Trustee was entitled to appear and be heard on
                the approval of the Stipulation and is entitled to
12              participate in this appeal.
13        Ms. Jaroscak claims that the U.S. Trustee should not have
14   objected to the Stipulation and should not be heard in this
15   appeal.   This argument is meritless.
16        Ms. Jaroscak argues that the U.S. Trustee is advocating the
17   private pecuniary interests of Arcadia Hub and that this is
18   improper.15   This argument has no legal foundation.   The
19   U.S. Trustee “may raise and may appear and be heard on any issue
20   in any case or proceeding under this title . . . .”    § 307.    The
21   U.S. Trustee does not need to demonstrate a pecuniary interest in
22   the outcome of the case.   See Stanley v. McCormick, Barstow,
23
          15
24           Ms. Jaroscak also argues extensively in her Motion to
     Enforce that the U.S. Trustee cannot object to the Stipulation
25   and defend this appeal in the public interest. She points to the
26   events in the related appeal of the public-interest sanctions as
     proof that the U.S. Trustee no longer has any interest in this
27   appeal. Insofar as these events occurred outside the scope of
     this appeal, we reject these arguments. See Kirshner v. Uniden
28   Corp. of Am., 842 F.2d 1074, 1077 (9th Cir. 1988).

                                      23
 1   Sheppard, Wayte & Carruth (In re Donovan Corp.), 215 F.3d 929,
 2   930 (9th Cir. 2000).   By the same token, the U.S. Trustee is free
 3   to participate even if doing so might further the private
 4   interests of one or more creditors.   In fact, the U.S. Trustee’s
 5   arguments in bankruptcy cases almost always affect the pecuniary
 6   interests of private parties.   There is nothing wrong with that;
 7   it simply means the office is doing its job.
 8        Ms. Jaroscak also argues that the U.S. Trustee is estopped
 9   from objecting to the Stipulation and defending the Amended Order
10   on appeal.   Ms. Jaroscak has not shown that any of the elements
11   of equitable estoppel apply here.
12        The Ninth Circuit has stated that equitable estoppel
13   requires that the proponent show: “(1) knowledge of the true
14   facts by the party to be estopped, (2) intent to induce reliance
15   or actions giving rise to a belief in that intent, (3) ignorance
16   of the true facts by the relying party, and (4) detrimental
17   reliance.”   Estate of Amaro v. City of Oakland, 653 F.3d 808, 813
18   (9th Cir. 2011) (quoting Bolt v. United States, 944 F.2d 603, 609
19   (9th Cir. 1991)).
20        A party asserting equitable estoppel against the government
21   must meet a higher standard.    Such a party must establish that:
22   “(1) the government engaged in affirmative misconduct going
23   beyond mere negligence; (2) the government’s wrongful acts will
24   cause a serious injustice; and (3) the public’s interest will not
25   suffer undue damage by imposition of estoppel.”   Baccei v. United
26   States, 632 F.3d 1140, 1147 (9th Cir. 2011) (citation omitted).
27        Ms. Jaroscak has not established a single one of these
28   elements.

                                      24
 1        She has not shown that the U.S. Trustee made any false
 2   statements with the intent to induce reliance.    She argues that
 3   Arcadia Hub and the U.S. Trustee “agreed there would be no
 4   sanctions against Ms. Jaroscak . . . .”    She claims that Ms. Law,
 5   attorney for the U.S. Trustee, told her counsel that the
 6   U.S. Trustee “did not care” and had no opposition to the
 7   Stipulation.    This recitation of the historical facts is at best
 8   incomplete.    Ms. Jaroscak’s counsel initiated negotiations to
 9   modify the Original Order by sending an e-mail only to Arcadia
10   Hub’s counsel.    When Arcadia Hub’s counsel responded, he added
11   the U.S. Trustee (Ms. Law) to the e-mail string.    In that e-mail,
12   Arcadia Hub’s counsel stated that he did not care who paid the
13   sanction, but Arcadia Hub was “not going to agree to amend the
14   Order, even if the Court would consider it.    The Order has
15   already been entered, with the detailed findings concerning
16   Ms. Jaroscak in the attached tentative ruling.    As damaging as
17   that may be to her, that bell can’t be un-rung.”    However, when
18   Ms. Jaroscak’s counsel responded, he removed Ms. Law from the
19   e-mail string.    The U.S. Trustee was not involved in any further
20   discussions or even aware of the terms of the Stipulation until
21   after it was filed.    Therefore, the record shows only that the
22   U.S. Trustee knew about, and did not object to, Arcadia Hub’s
23   position stated in the e-mail - that it did not matter who paid
24   the sanctions, but the findings of sanctionable conduct would
25   stand.   The U.S. Trustee has consistently adhered to that
26   position.
27        Ms. Jaroscak fails to demonstrate that she detrimentally
28   relied on the U.S. Trustee’s statements.    The U.S. Trustee did

                                      25
 1   nothing to prevent or discourage her from filing a timely appeal
 2   or taking any other steps to protect her interests.
 3        Ms. Jaroscak also fails to address the heightened standard
 4   for government entities.   She does not present any evidence or
 5   argument that the U.S. Trustee engaged in affirmative misconduct
 6   going beyond mere negligence, that its actions caused a serious
 7   injustice, or that preventing the U.S. Trustee from challenging
 8   the Stipulation will not unduly damage the public’s interest.
 9        In short, the U.S. Trustee was entitled to appear and be
10   heard on these issues in the bankruptcy court and before the
11   Panel.
12   C.   The Motion to Enforce is meritless.
13        Finally, Ms. Jaroscak requests that we enforce a supposed
14   “settlement” between herself, Arcadia Hub, and SoCal Sleep
15   Centers that they reached in March 2016.    In essence, she asks us
16   to do exactly what the bankruptcy court refused to do.    This
17   request is frivolous.
18        In the first place, contrary to Ms. Jaroscak’s
19   representations, there is no “new settlement.”    The so-called
20   “settlement” consists only of a letter from Arcadia Hub stating
21   that it is still “satisfied with” the Stipulation and a letter
22   from SoCal Sleep Centers stating that “the stipulation was
23   approved on behalf of SoCal Sleep Centers at the time it was
24   signed, and remains approved on behalf of SoCal Sleep Centers.”
25   The parties’ decision to reaffirm, rather than repudiate, the
26   Stipulation is not a “new” agreement.
27        Second, even if there was a “new agreement” (and there is
28   not), Ms. Jaroscak mischaracterizes it.    As we have explained,

                                     26
 1   the Stipulation does not exonerate her.      Rather, as her own
 2   attorney told the bankruptcy court, it simply provides that her
 3   client will pay the sanctions for her.
 4        Third, approval of the supposed “new settlement” would not
 5   terminate this appeal because the U.S. Trustee, the only appellee
 6   in this appeal, is not a party to it.      See Hatami v. Kia Motors
 7   Am., Inc., No. SACV 08–226 DOC, 2011 WL 1456192, at *1 (C.D. Cal.
 8   Apr. 14, 2011) (“The Court cannot enforce a purported settlement
 9   agreement unless all of the terms of that agreement have been
10   agreed to by both parties.”).
11        Finally, Ms. Jaroscak’s argument is a blatant attempt to
12   offer new evidence on appeal, exceed the size limits for
13   appellate briefs, and evade the standard of appellate review.
14   She wants us to approve the “settlement” ourselves, without any
15   regard for the bankruptcy court’s decision.      That is not the
16   function of an appellate court.
17        At oral argument, the Panel asked Ms. Jaroscak exactly what
18   relief she sought.   The parties to the Stipulation have done
19   exactly what they agreed to do; the bankruptcy court did not
20   amend its order exactly as the Stipulation provided, but
21   Ms. Jaroscak does not claim that the Stipulation is somehow
22   “enforceable” against the court.       Her counsel responded that she
23   simply wants clarification that SoCal Sleep Centers may pay the
24   sanctions on her behalf.   We acknowledge that, under the
25   bankruptcy court’s orders, it was permissible for SoCal Sleep
26   Centers to pay the sanctions on her behalf.
27        Accordingly, we DENY the Motion to Enforce.
28

                                       27
 1                         CONCLUSION
 2   For the reasons set forth above, we AFFIRM.
 3
 4
 5
 6
 7
 8
 9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

                               28
