UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

In Re: CALVERT VILLAGE LIMITED
PARTNERSHIP,
Debtor.

THE CADLE COMPANY II,
INCORPORATED,
Plaintiff-Appellant,                                                No. 99-1383

v.

CALVERT VILLAGE LIMITED
PARTNERSHIP; THE MANUFACTURERS
LIFE INSURANCE COMPANY (USA);
HARRY STERN, Trustee,
Defendants-Appellees.

Appeal from the United States District Court
for the District of Maryland, at Greenbelt.
J. Frederick Motz, Chief District Judge.
(CA-98-3937-JFM, BK-96-11594)

Argued: December 2, 1999

Decided: February 2, 2000

Before WIDENER and MICHAEL, Circuit Judges, and
James H. MICHAEL, Jr., Senior United States District Judge
for the Western District of Virginia, sitting by designation.

_________________________________________________________________

Dismissed by unpublished per curiam opinion.

_________________________________________________________________
COUNSEL

ARGUED: C. Edward Hartman, III, HARTMAN & EGELI, Annapo-
lis, Maryland, for Appellant. Bruce Wayne Henry, HENRY &
O'DONNELL, P.C., Fairfax, Virginia, for Appellees. ON BRIEF:
Eric J. Davis, HARTMAN & EGELI, Annapolis, Maryland, for
Appellant.

_________________________________________________________________

Unpublished opinions are not binding precedent in this circuit.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

_________________________________________________________________

OPINION

PER CURIAM:

Cadle Company II, Inc. (Cadle) appeals a district court order
affirming the confirmation of Calvert Village Limited Partnership's
Chapter 11 bankruptcy reorganization plan. Because the reorganiza-
tion plan has been consummated (and rights, especially those of third
parties, have been altered in the process), we dismiss the appeal as
moot.

I.

The debtor, Calvert Village Limited Partnership (Calvert), owns
the Calvert Village Shopping Center in Prince Frederick, Maryland.
The shopping center consists of three parcels: (1) the "main mall par-
cel" of 9.32 acres, containing the main shopping center and mini mall;
(2) the "Ames parcel" of 4.22 acres, containing one building occupied
by medical tenants; and (3) the "theater parcel" of 2.35 acres, contain-
ing a movie theater. When the bankruptcy petition was filed, Capitol
Bankers Life Insurance Co. (Capitol) and Cadle were the primary
creditors. Capitol had two notes secured by a first deed of trust on the
main mall parcel and the Ames parcel. Cadle held a wrap-around obli-
gation secured by a second deed of trust on the main mall and Ames
parcels and a first deed of trust on the theater parcel.1 Harry Stern, a
_________________________________________________________________
1 Under the wrap structure Cadle received a monthly payment based on
an amount equal to its loan plus Capitol's loan. Cadle then remitted Cap-

                    2
third creditor, held a third lien on the main mall and Ames parcels and
a second lien on the theater parcel. A number of creditors had unse-
cured claims.

On March 6, 1996, Cadle filed an involuntary petition under Chap-
ter 7 against Calvert. The parties thereafter agreed to convert the case
to a Chapter 11 proceeding. After rejecting Calvert's First Amended
Plan of Reorganization, the bankruptcy court held a confirmation
hearing on the Second Amended Plan on August 25, 1998.2 On Sep-
tember 18, 1998, Calvert filed a First Modification to the Second
Amended Plan. The modification improved Cadle's position, increas-
ing the net monthly payment it received from $13,377 to $24,787.
After a hearing the bankruptcy court confirmed the Second Amended
Plan as Modified on October 27, 1998. Cadle filed a Motion for Stay
of Execution of the Confirmation Order, which the bankruptcy court
denied on November 10, 1998. Cadle did not appeal this denial.

On November 6, 1998, Cadle appealed the confirmation order to
the district court. The district court affirmed the order of the bank-
ruptcy court on February 16, 1999. Cadle did not seek nor receive a
stay of the Plan in either the district court or in this court. Cadle filed
a timely appeal of the district court's order on March 16, 1999.

Since confirmation, Calvert has executed the Plan. It has made pay-
ments to Capitol and Cadle.3 Harry Stern has converted his debt inter-
est to an equity interest, and Calvert's Partnership Agreement has
been amended to admit Stern as a limited partner. With respect to the
unsecured claims, Calvert has paid in full those claimants who elected
lump sum treatment and has made installment payments on the
remaining claims. In addition, Calvert's Partnership Agreement has
been amended (1) to convert the prior limited partnership interests
into two classes and (2) to convert the general partnership interest into
_________________________________________________________________

itol's payment to it. Capitol had a short amortization term, so Cadle only
received part of its monthly interest in cash. The remaining interest due
Cadle was added to the balance of its loan.
2 Prior to the confirmation hearing, Manulife USA (Manulife) suc-
ceeded in interest to Capitol.

3 Since confirmation, Capitol has succeeded in interest to Manulife.

                     3
a limited partnership interest and a smaller general partnership inter-
est.

II.

Calvert has filed a motion to dismiss this appeal under the doctrine
of "equitable mootness." We have recognized that short of constitu-
tional mootness, "a case may become moot under`a melange of doc-
trines relating to the court's discretion in matters of remedy and
judicial administration.'" Central States, Southeast and Southwest
Areas Pension Fund v. Central Transp., Inc., 841 F.2d 92, 95 (4th
Cir. 1988) (quoting Chamber of Commerce v. United States Dep't of
Energy, 627 F.2d 289, 291 (D.C. Cir. 1980)). In particular, a court
should avoid rendering a decision when it lacks the power to provide
effective relief. See Central States, 841 F.2d at 96.

In the bankruptcy setting, "dismissal of the appeal on mootness
grounds is required when implementation of the plan has created,
extinguished or modified rights, particularly of persons not before the
court, to such an extent that effective judicial relief is no longer prac-
tically available." Id. Here, because Cadle seeks to reverse the reorga-
nization plan, affording relief would "require the undoing of financial
transactions involving third parties, not participants in this litigation,"
and "would only `create an unmanageable, uncontrollable situation
for the Bankruptcy Court.'" Id. (quoting In re Roberts Farms, Inc.,
652 F.2d 793, 797 (9th Cir. 1981)).

Once the bankruptcy court denied Cadle's Motion for Stay of Exe-
cution of the Confirmation Order, Cadle did not appeal the denial nor
seek a stay in either the district court or in this court. As a conse-
quence, "implementation of the confirmed plan proceeded apace." In
re Public Serv. Co., 963 F.2d 469, 472 (1st Cir. 1992). Calvert has
made payments to Capitol as well as to the unsecured creditors who
are not parties to this case. Harry Stern's interest has been converted
to an equity interest, and he has been admitted as a limited partner.
Finally, the Partnership Agreement has been amended to alter the
interests of the limited partners and the general partner. While Cadle's
failure to obtain a stay alone is an insufficient ground for finding
mootness, the resulting implementation of the Plan has altered rights

                     4
(particularly third-party rights) to such an extent that dismissal of the
appeal is proper. See id. at 473; Central States, 841 F.2d at 96.

Because the Reorganization Plan has been consummated (and
rights sufficiently altered), we grant Calvert's motion to dismiss this
appeal as moot.

DISMISSED

                     5
