        United States Bankruptcy Appellate Panel
                          For the Eighth Circuit
                      ___________________________

                              No. 19-6035
                      ___________________________

                     In re: John N. Finstad; Lorie Finstad

                             lllllllllllllllllllllDebtors

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

                        John N. Finstad; Lorie Finstad

                     lllllllllllllllllllllPlaintiffs - Appellants

                                         v.

James Gord; Wendy Gord; James Gord, As Assignee of Beresford Bancorporation,
       Inc.; Wendy Gord, As Assignee of Beresford Bancorporation, Inc.

                    lllllllllllllllllllllDefendants - Appellees
                                    ____________

                 Appeal from United States Bankruptcy Court
                      for the District of North Dakota
                               ____________

                          Submitted: March 3, 2020
                           Filed: March 27, 2020
                               ____________

Before SHODEEN, DOW, and SANBERG, Bankruptcy Judges.
                           ____________

SANBERG, Bankruptcy Judge.
      John N. Finstad and Lorie Finstad (“Appellants”) appeal the October 21,
2019, order of the Bankruptcy Court 1 dismissing their adversary proceeding against
James Gord and Wendy Gord, individually and in their capacity as assignees of
Beresford Bancorporation, Inc. (“Appellees”). We have jurisdiction over this appeal
pursuant to 28 U.S.C. § 158(b). For the reasons stated below, we affirm.

                                  BACKGROUND

       The events and bankruptcy case underlying this appeal commenced more than
fifteen years ago. There have been several lawsuits and appeals in state and federal
courts. 2

       Appellants owned a farm in Ransom County, North Dakota. Beresford
Bancorporation, Inc. (“Beresford”) held a secured interest in the farm after making
several loans to Appellants from 2002 through 2004. After Beresford began
foreclosure proceedings, Appellants filed for Chapter 12 relief under the United
States Bankruptcy Code in July 2005. In October 2005, Appellants and Beresford
entered into a settlement agreement concerning the farm. As part of the settlement,
Appellants conveyed the farm to Beresford by executing and delivering a quitclaim
deed (the “Beresford Deed”). Beresford recorded the Beresford Deed in January
2006. The settlement agreement allowed Appellants to remain on the farm as tenants
and gave them an option to purchase the property back from Beresford. 3 The
Bankruptcy Court approved the settlement agreement on March 29, 2006, and


      1
       The Honorable Shon Hastings, Chief Judge, United States Bankruptcy
Court for the District of North Dakota.
      2
       In reverse chronological order: Order, Finstad v. Gord, Adversary No. 18-
07060 (Bankr. N.D. Oct. 21, 2019); Finstad v. Beresford Bancorporation, Inc., 831
F.3d 1009 (8th Cir. 2016); Finstad v. Beresford Bancorporation, Inc., Civil No.
3:14–cv–101, 2015 WL 11438183 (D.N.D. July 30, 2015); Finstad v. Gord, 844
N.W.2d 913 (N.D. 2014).
      3
          Appellants did not exercise their purchase option.
                                          -2-
confirmed Appellant’s Chapter 12 plan on April 17, 2006. The Chapter 12 plan
incorporated by reference the settlement agreement and Beresford Deed.

     In early 2006, James Gord lent Appellants $525,000, in exchange for a second
mortgage on the farm, executed in favor of Appellees, James and Wendy Gord.

      Beresford sent Appellants notices of default under the approved settlement
agreement beginning shortly before Appellants received their discharge in 2008.
Beresford notified Appellants of its intent to sell the farm in July 2008. In December
2008, Beresford sold its interest in the farm and delivered a quitclaim deed to
Appellees.4

       In January 2012, Appellants brought a quiet title action in North Dakota state
court against Appellees, Beresford, and all others claiming an interest in the farm.
Appellants challenged the deed between Beresford and Appellees and argued that
the Beresford Deed was intended to create an ongoing mortgage relationship, rather
than to convey title to Beresford.

       The state district court found the Beresford Deed to be clear and unambiguous
on its face, it had therefore conveyed Appellants’ right, title, and interest in the farm
to Beresford. Applying North Dakota’s parol evidence statute, 5 the state district
court barred Appellants from introducing extrinsic evidence to show a different
intent. The state district court held that Appellants lacked standing to challenge the
subsequent deed between Beresford and Appellees, because they had no interest in
the farm. The state district court dismissed the claims against Beresford with
prejudice and, one year later, granted summary judgment in favor of Appellees.



      4
       The sale price was $64,438.78. According to Beresford, the sale price
equaled the remaining balance owed by Appellants on the debt.
      5
          N.D. Cent. Code § 9-06-07.

                                          -3-
Appellants appealed the judgment, and the North Dakota Supreme Court affirmed.
Finstad v. Gord, 844 N.W.2d 913 (N.D. 2014).

       After losing in state court, Appellants filed an action in the United States
District Court for the District of North Dakota against Beresford and Appellees.
Beresford and the Appellees both moved for summary judgment, arguing that the
preclusive effect of the state court decisions deciding ownership of the farm barred
the federal action. The federal court agreed. On appeal, the Eight Circuit affirmed.
Finstad v. Beresford Bancorporation, Inc., 831 F.3d 1009 (8th Cir. 2016).

       Two years later, Appellants filed a motion to reopen their bankruptcy case,
which the Bankruptcy Court granted on November 20, 2018. Appellants filed this
adversary proceeding on December 10, 2018, seeking, primarily, a declaratory
judgment that they hold legal and equitable title to the farm. Appellees filed a
motion to dismiss, which the Bankruptcy Court granted pursuant to Federal Rule of
Civil Procedure 12(b)(6).6 The Bankruptcy Court held that federal bankruptcy law
did not preempt the state court decision, that the Rooker-Feldman doctrine barred
consideration of Appellants’ claim of ownership, and that Appellants’ claims were
barred by res judicata. Appellants timely filed their notice of appeal on November
1, 2019.

                              ISSUES ON APPEAL

      The issues on appeal are: 1) whether the Bankruptcy Court’s order confirming
Appellants' Chapter 12 plan preempts the North Dakota parol evidence statute
pursuant to the Supremacy Clause and Bankruptcy Clause of the United States
Constitution; 2) whether the Bankruptcy Court erred in applying Rooker-Feldman;
and 3) whether the Bankruptcy Court erred in applying res judicata.




      6
      Made applicable to this adversary proceeding by Federal Rule of
Bankruptcy Procedure 7012.
                                     -4-
                            STANDARD OF REVIEW

       We review the Bankruptcy Court’s conclusions of law de novo. Raynor v.
Walker (In re Raynor), 602 B.R. 703, 707 (B.A.P. 8th Cir. 2019); Conway v. Heyl
(In re Heyl), 590 B.R. 898, 901 (B.A.P. 8th Cir. 2018) (citation omitted); see Islamov
v. Ungar (In re Ungar), 633 F.3d 675, 678–79 (8th Cir. 2011). We also review the
Bankruptcy Court’s order granting Appellees’ motion to dismiss de novo. In re
Heyl, 590 B.R. at 901 (citations omitted); see Schaff v. Residential Funding Corp.,
517 F.3d 544, 549 (8th Cir. 2008).

                                   DISCUSSION

       In this appeal, Appellants assert that the application of North Dakota’s parol
evidence rule is preempted by the United States Constitution’s Supremacy Clause,
the Bankruptcy Clause, and federal bankruptcy law. Appellants argue, in essence,
that the Bankruptcy Court should interpret and determine the intent of Appellants’
Chapter 12 plan, rather than adopt the state courts’ application and interpretation of
state law to the plan.

       Appellants are incorrect. First, state courts have concurrent jurisdiction to
interpret plans of reorganization as, upon confirmation, a plan serves as a new
contract between the debtor and the parties whose claims are addressed in the plan
and state courts have jurisdiction to interpret post-confirmation contracts. E.g.,
Savage & Assocs., P.C., v. Mandl (In re Teligent, Inc.), 459 B.R. 190, 196–97
(Bankr. S.D.N.Y. 2011) (collecting cases); see McCormick v. Starion Fin., 567 B.R
552, 559–60 (B.A.P. 8th Cir. 2017) (providing that a confirmed Chapter 11 plan acts
like a contract that binds the parties participating in the plan); Apex Oil Co., Inc. v.
Sparks (In re Apex Oil Co., Inc.), 406 F.3d 538, 542–43 (8th Cir. 2005) (finding
concurrent jurisdiction to determine whether the Chapter 11 plan and discharge
injunction applied to the appellees’ claim, noting that “Congress granted state courts
concurrent jurisdiction to consider bankruptcy issues arising from Chapter 11
proceedings”); Van Sickle v. Hallmark & Assocs., Inc., 744 N.W.2d 532, 536 (N.D.
                                         -5-
2008) (“A confirmed reorganization plan is essentially a binding contract between
the debtor and its creditors, and creditors may bring a state law breach of contract
action in state court to enforce plan obligations.”); see also Mid-City Bank v. Skyline
Woods Homeowners Ass’n (In re Skyline Woods Country Club), 636 F.3d 467, 471–
72 (8th Cir. 2011) (finding concurrent jurisdiction to interpret the bankruptcy court’s
sale order).

       Here, the Bankruptcy Court correctly determined that the North Dakota state
courts possessed concurrent jurisdiction to decide Appellants’ quiet title action and
interpret the Chapter 12 Plan, as well as the incorporated settlement agreement and
Beresford Deed. 7

       Second, the Bankruptcy Court properly determined that it must apply North
Dakota law (including the parol evidence statute) to determine ownership of the
farm, because property interests are created and defined by state law. Butner v.
United States, 440 U.S. 48, 55 (1979) (citation omitted). Appellants do not cite any
Bankruptcy Code provision or federal law supporting preemption of North Dakota
state law in determining property rights.

       Thus, because the state courts had jurisdiction and determined property
interests in accordance with North Dakota law, and because the Bankruptcy Court
properly decided that it would be constrained to follow that law, preemption under
the United States Constitution or federal bankruptcy laws does not apply.

      Appellants next argue that the Bankruptcy Court erred in applying the Rooker-
Feldman doctrine. Under Rooker-Feldman, federal courts, other than the United
States Supreme Court, lack subject matter jurisdiction to hear challenges to
determinations made by state courts. Exxon Mobil Corp. v Saudi Basic Indus. Corp.,
544 U.S. 280, 283 (2005); Cawley v. Celeste (In re Athens/Alpha Gas Corp.), 715

      7
         We note that Appellants elected to bring their quiet title action in state
court, rather than return to the Bankruptcy Court. Thus, Appellants invited the
state court to decide the quiet title action and question of ownership.
                                           -6-
F.3d 230, 234 (8th Cir. 2013). The doctrine is confined to federal cases brought by
state court losers complaining of injuries caused by state court judgments; the state
court losers seek review and rejection of those judgments. Exxon Mobil Corp., 544
U.S. at 284. This is exactly the situation we have here: Appellants have requested
that the Bankruptcy Court reject the judgment of the North Dakota state courts and
instead determine that Appellants are the owners of the farm. We hold Rooker-
Feldman applies and the Bankruptcy Court correctly concluded that it lacked subject
matter jurisdiction to review Appellants’ claim of ownership.

       Finally, Appellants argue in their reply brief that the Bankruptcy Court erred
in finding that their claims and causes of action were barred by the doctrine of res
judicata. Pursuant to the Full Faith and Credit Act, North Dakota preclusion law
governs the adversary proceeding. 28 U.S.C. § 1738; First State Bank of Roscoe v.
Stabler, 914 F.3d 1129, 1137 (8th Cir. 2019) (“And when assessing the preclusive
effect of a state court judgment, we apply that state’s law governing preclusion.”);
Finstad¸ 831 F.3d at 1013. Under North Dakota law, res judicata “prohibits the
relitigation of claims or issues that were raised or could have been raised in a prior
action between the same parties . . . and which was resolved by a final judgment in
a court of competent jurisdiction.” Finstad, 831 F.3d at 1013 (citing Hofsommer v.
Hofsommer Excavating, Inc., 488 N.W.2d 380, 383 (N.D. 1992)). North Dakota law
defines res judicata as a doctrine encompassing both claim and issue preclusion. See
In re Athens/Alpha Gas Corp., 715 F.3d at 235–36.

       Appellants assert that North Dakota preclusion law does not apply in this
matter, as the state courts were prevented from considering evidence of the parties’
intent by North Dakota’s parol evidence rule. Because of this, Appellants argue they
lacked a full and fair opportunity to litigate the quiet title action.

       Appellants’ argument is without merit. In related cases, the federal district
court and Eighth Circuit found that the state courts resolved ownership of the farm
and, therefore, Appellants were barred under the doctrine of issue preclusion from
relitigating ownership. Finstad, 831 F.3d at 105. Here, the Bankruptcy Court found
                                        -7-
that Appellants’ claims and causes of action are based on the same nucleus of
operative facts as in the state court action, and could have been alleged at that time.
Therefore, issue preclusion applied. We agree. North Dakota’s preclusion law bars
relitigation of Appellants’ ownership claims.

      We considered all other arguments advanced by Appellants, including
reforming the Beresford Deed by equitable means, and deem them to be without
merit and unnecessary to address.

                                  CONCLUSION

      For the reasons stated above, we affirm the Bankruptcy Court.
                          ______________________________




                                         -8-
