                                                        United States Court of Appeals
                                                                 Fifth Circuit
                                                              F I L E D
                IN THE UNITED STATES COURT OF APPEALS           May 16, 2003
                        FOR THE FIFTH CIRCUIT
                                                           Charles R. Fulbruge III
                                                                   Clerk

                            No. 02-30727


IN THE MATTER OF: CAJUN ELECTRIC
POWER COOPERATIVE, INC.,

                                                                Debtor,

LOUISIANA PUBLIC SERVICE COMMISSION,

                                                            Appellant,

versus

RALPH R. MABEY, Trustee; RURAL UTILITIES
SVC; SOUTHWEST LOUISIANA ELECTRIC MEMBERSHIP
CORP.,

                                                            Appellees.

                       --------------------
           Appeal from the United States District Court
               for the Middle District of Louisiana
                           (02-CV-243-B)
                       --------------------

Before WIENER and BARKSDALE, Circuit Judges, and FURGESON,*
District Judge.

PER CURIAM:**

     Plaintiff-Appellant    Louisiana   Public   Service    Commission

(“LPSC”) appeals the Bankruptcy Court’s denial of LPSC’s claim for

amounts due under the terms of a settlement agreement stemming from


     *
       District Judge of the Western District of Texas, sitting by
designation.
     **
        Pursuant to 5TH CIR. R. 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5TH CIR. R. 47.5.4.
the bankruptcy of Debtor Cajun Electric Power Cooperative, Inc.

(“Cajun”).     The Bankruptcy Court grounded its rejection of LPSC’s

claim on the court’s contractual interpretation to the effect that,

under   the    terms   of    a   settlement   memorandum      referred   to   as

“LPSC/RUS/Trustee Term Sheet,” Cajun was not required to continue

the so-called “interest rate escrow payments.”

     When distilled to its essence, the LPSC’s argument is that the

pre-existing orders of the LPSC are the law; that every contract ——

including the instant settlement as reflected in the term sheet and

other instruments and correspondence —— remain subject to the law;

and that the subsisting orders of the LPSC mandate that Cajun

continue to make full payment into the subject escrow account.                The

Trustee’s     position,     oversimplified,    is   that    in    Louisiana   the

contract is the law between the parties; the parties can contract

around or out of any laws that are not mandatory or do not embody

public policy; and that the parties to the settlement agreement ——

one being the LPSC, which issued the orders in question —— did so

in the instant settlement to the extent it is incompatible with

those orders.

     We have reviewed the applicable portions of the record on

appeal, paying particular attention to the term sheet and related

correspondence     and      documentation,    and   we     have   reviewed    the

excellent appellate briefs of counsel and listened carefully to

their equally excellent oral arguments.                  In the end, we are

satisfied that the Bankruptcy Court, as affirmed by the district

                                       2
court, committed no reversible errors in its legal rulings, made no

clearly   erroneous   findings   of       fact,   and   did   not   abuse   its

discretion in the exercise thereof.          Consequently, the applicable

rulings and judgment of the Bankruptcy Court are, in all respects,

AFFIRMED.




                                      3
