                                                        [DO NOT PUBLISH]


            IN THE UNITED STATES COURT OF APPEALS

                   FOR THE ELEVENTH CIRCUIT                     FILED
                     ________________________          U.S. COURT OF APPEALS
                                                         ELEVENTH CIRCUIT
                                                            November 28, 2006
                            No. 05-16953                  THOMAS K. KAHN
                      ________________________                CLERK

                           D. C. Docket Nos.
                          05-60566-CV-DTKH
                           01-24693-BKC-RB

In Re: GREEN ISLE PARTNERS LTD, S.E.,

Debtor.
_______________________________________________________________

AMBROSIA COAL & CONSTRUCTION,

                                                          Plaintiff-Appellant,

                                 versus

RECP SAN JUAN INVESTORS, LLC,
OFFICIAL COMMITTEE OF UNSECURED CREDITORS,


                                                       Defendants-Appellees.

                      ________________________

               Appeal from the United States District Court
                   for the Southern District of Florida
                     _________________________

                          (November 28, 2006)
Before PRYOR, FAY and REAVLEY,* Circuit Judges.

PER CURIAM:

       Ambrosia Coal & Construction Company (“Ambrosia”) appeals the order of

the district court that affirmed the findings of fact and conclusions of law of the

bankruptcy court regarding its claim against the debtor, Green Isle Partners Ltd.,

S.E. (“Green Isle”), based on an extant lawsuit in which Ambrosia was attempting

to rescind several agreements on the ground of fraud. Green Isle was purchased

out of bankruptcy by its largest creditor RECP San Juan Investors, LLC, which

now litigates on its behalf. We affirm.

       “As the second court of review of a bankruptcy matter, the Court of Appeals

reviews the district court’s decision entirely de novo,” reviewing the findings of

fact of the bankruptcy court for clear error and the legal conclusions of the

bankruptcy court de novo. In re Gamble, 168 F.3d 442, 444 (11th Cir. 1994).

       At oral argument, counsel for Ambrosia conceded that Ambrosia failed to

raise in the district court and, therefore, waived any appeal of the final order of the

bankruptcy court that dismissed its RICO claims, its claim for damages based on

an unconsummated 1999 agreement, its conspiracy claim, and its tortiuous

interference claim. See Sterling Fin. Inv. Group, Inc. v. Hammer, 393 F.3d 1223,


       *
          Honorable Thomas M. Reavley, United States Circuit Judge for the Fifth Circuit,
sitting by designation.

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1226 (11th Cir.2004).

      Ambrosia appealed only two aspects of the order of the bankruptcy court to

the district court and we address those issues. First, Ambrosia argues that the

bankruptcy court misapplied the law of Puerto Rico regarding its dolo claims.

Second, Ambrosia argues that the bankruptcy court erred by adopting verbatim the

proposed findings of fact and conclusions of law proffered by RECP.

      The bankruptcy court concluded that Ambrosia could not state a claim for

dolo against Green Isle based on the 1994 settlement agreement because Green Isle

was not a party to the contract. Ambrosia contends that the bankruptcy court

misapplied Puerto Rico law, but we agree with the bankruptcy court. The Puerto

Rico Civil Code provides that a claim for dolo arises from the “words or insidious

machinations on the part of one of the contracting parties” or from the parties’

failure to “fulfil[] their [contractual] obligations.” 31 L.P.R.A. § § 3408, 3018.

Therefore, a claim for dolo may only be brought against a party to the contract.

See IV JOSE R AMON V ALES T ORRES, C URSO D E D ERECHO C IVIL 58 (1990).

“[D]olo induced by an employee or representative of a contracting party” may also

give rise to claim, Ocaso, S.A. Compania de Seguros y Reaseguros v. Puerto Rico

Maritime Shipping Authority, 915 F.Supp. 1244, 1257 n.6 (D.P.R. 1996), but there

is no evidence that Pages signed the settlement as a representative of Green Isle.



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Because we agree with the bankruptcy court that Ambrosia cannot state a dolo

claim against Green Isle as a matter of Puerto Rico law, we will not address the

alternative ground regarding the statute of limitations.

      Second, Ambrosia argues that the bankruptcy court committed reversible

error when it adopted verbatim the proposed findings of fact and conclusions of

law of Green Isle. This argument fails. Although we have condemned the

practice of adopting a party’s proposed order verbatim because of the “temptation

to overreach and exaggerate,” In re Colony Square Co., 819 F.2d 272, 275 (11th

Cir. 1987), “such orders will be vacated only if a party can demonstrate that the

process by which the judge arrived at them was ‘fundamentally unfair.’” In re

Dixie Broadcasting, Inc., 871 F.2d 11`023, 1030 (11th Cir. 1989). The bankruptcy

court allowed both parties to submit proposed findings of fact and conclusions of

law. Neither the legal conclusions nor findings of fact of the bankruptcy court are

unsupported.

      The order of the district court is AFFIRMED.




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