                                                                   [DO NOT PUBLISH]


            IN THE UNITED STATES COURT OF APPEALS

                       FOR THE ELEVENTH CIRCUIT                             FILED
                      ------------------------------------------- U.S. COURT OF APPEALS
                                                                    ELEVENTH CIRCUIT
                                   No. 08-10230                       September 12, 2008
                             Non-Argument Calendar                   THOMAS K. KAHN
                     --------------------------------------------          CLERK

         D.C. Docket Nos. 07-00399-CV-VEH & 05-04637-BK-TBB

In Re:    HUNJAN MOULDED PRODUCTS (ALABAMA) LTD., INC.,

                                         Debtor,
__________________________________________________________________

EN-PLAS, INC.,

                                                       Plaintiff-Appellant,

                                        versus

HUNJAN MOULDED PRODUCTS (ALABAMA), LTD.,
AMSOUTH BANK (Regions),

                                                       Defendants-Appellees.

            ----------------------------------------------------------------
                 Appeal from the United States District Court
                      for the Northern District of Alabama
            ----------------------------------------------------------------
                              (September 12, 2008)

Before EDMONDSON, Chief Judge, MARCUS and PRYOR, Circuit Judges.

PER CURIAM:
          En-Plas, Inc. appeals the district court’s affirmance of the bankruptcy

court’s decision in favor of Hunjan Moulded Products Ltd., Inc. (“Hunjan”) on En-

Plas’s counterclaim and in favor of Regions Bank (“Regions”)1 on its cross-claim

against En-Plas. No reversible error has been shown; we affirm.

          Hunjan filed for Chapter 11 bankruptcy.2 The bankruptcy court approved

the sale of most of Hunjan’s assets, including certain plastic injection molding

machines and related equipment (the “subject equipment”). En-Plas, the supplier

of the subject equipment, had objected to its sale, asserting that En-Plas never had

sold the equipment to Hunjan and that En-Plas still owned it.

          After the court approved the sale, Hunjan initiated an adversary proceeding

to determine the nature, extent, validity and priority of interests of claimants to the

sale proceeds. En-Plas filed a proof of claim on the subject equipment and also

counterclaimed, asserting its right to the sale proceeds of the equipment because

the transactions between it and Hunjan constituted bailments, not sales. Regions,

Hunjan’s main pre-petition secured lender, also filed a proof of claim and cross-

claimed against En-Plas, contending that En-Plas sold the equipment to Hunjan,

  1
   Regions is the successor by merger to the interests of AmSouth Bank, the party in the bankruptcy
court proceeding.
      2
     Hunjan, a Delaware corporation with a manufacturing facility in Alabama, produced plastic
injection molded parts chiefly for the automotive industry. Hunjan is one of several subsidiaries
owned by Hunjan International.

                                                2
that En-Plas’s security interest was not perfected and, therefore, that Regions had

the superior claim to the proceeds.

      At a bench trial, En-Plas employees and former Hunjan employees testified

that the true understanding of the transactions between the companies was that of a

bailment, not a sale. The bankruptcy court concluded that, based on the quotations

and purchase orders exchanged between En-Plas and Hunjan, a valid sales contract

existed between the two. Because the testimony about a prior bailment agreement

contradicted the agreed-upon terms in the writings, the bankruptcy court

determined that the parol evidence rule barred its use in construing the contract.

The bankruptcy court did use the parol evidence rule to allow evidence of a

condition subsequent because the condition did not contradict the terms of the

writings. The bankruptcy court did not find credible the testimony that the

transactions were bailments. The bankruptcy court decided against En-Plas on its

counterclaim and in favor of Regions on its cross-claim. En-Plas appealed to the

district court; and the district court affirmed.

      On appeal, En-Plas contends that the arrangement between it and Hunjan

constituted a bailment, not a sale; so Regions’ security interest did not cover the

subject equipment. En-Plas also argues that the bankruptcy court erred in

applying the parol evidence rule because the documents exchanged between the

                                            3
parties were not intended to be a final expression of their agreement, the essential

terms of the agreement were undisputed, and no party objected to the admission of

parol evidence.

       We review the bankruptcy court’s fact determinations for clear error and its

legal conclusions de novo. Hemar Ins. Corp. of Am. v. Cox, 338 F.3d 1238, 1241

(11th Cir. 2003); see also Chalik v. Moorefield, 748 F.2d 616, 619 (11th Cir.

1984) (appellate court must accept the factual findings of the bankruptcy court

unless clearly erroneous, particularly when findings are affirmed by district

court).3

       No clear error has been shown in the bankruptcy court’s determination that

the transactions between En-Plas and Hunjan constituted sales. Quotations and

purchase orders exchanged between the parties about the subject equipment listed

the equipment to be sold, the full purchase price of the equipment, and payment

terms as 10 percent down, 90 percent within 365 days of commissioning of the

equipment. The quotation contained a warranty provision and also indicated that

the risk of loss was on Hunjan upon shipment even if the full purchase price was

not yet paid. The purchase orders and invoices were consistent with these


  3
   In an appeal from the district court’s affirmance of the bankruptcy court’s order, we review the
bankruptcy court’s decision. Educ. Credit Mgmt. Corp. v. Mosley, 494 F.3d 1320, 1324 (11th Cir.
2007).

                                                4
quotations. These documents evidence nothing other than an unconditional credit

sale.4

         We also conclude that the bankruptcy court correctly applied the parol

evidence rule. At trial, En-Plas contended the understanding between the parties

was that the 10 percent down in the quotation applied to shipping costs, that En-

Plas retained title to the equipment, and that no binding contract arose until

Hunjan arranged financing for the subject equipment or was awarded a production

contract. Under Alabama’s version of the Uniform Commercial Code,

         [t]erms with respect to which the confirmatory memoranda of the
         parties agree or which are otherwise set forth in a writing intended by
         the parties as a final expression of their agreement with respect to
         such terms as are included therein may not be contradicted by
         evidence of any prior agreement or of a contemporaneous oral
         agreement. . .

Ala. Code § 7-2-202. Because the quotations and purchase orders were consistent

in their terms, parol evidence barred contradictory evidence. About the testimony

that Hunjan obtain financing or a production contract before a binding contract

with En-Plas arose, the bankruptcy court construed this as a condition subsequent

that potentially could have discharged Hunjan of its duty to pay the full purchase



  4
    En-Plas asserts that, if a sale did occur, it was a sale on approval and Hunjan never accepted the
machines. We reject this argument; as noted, we see no error in the bankruptcy court’s
determination that an unconditional sale occurred.

                                                  5
price. We see no error in this determination. See Ala. Code § 7-2-202(b) (the

agreed-upon terms of a contract can be explained or supplemented by consistent

additional terms).5

       In addition to barring the testimony under the parol evidence rule, the court

did not credit the testimony that the transactions were bailments. As noted by the

bankruptcy court, several facts about the transactions were inconsistent with a

bailment, including the warranty provision in the quotation and En-Plas’s

accounting records, which did not record the 10 percent down-payment as

shipping costs but, instead, as a deposit. And En-Plas’s characterization of the

transactions evolved throughout the bankruptcy proceedings; at various times, En-

Plas referred to the transactions as a lease with an option to purchase, a use

agreement, and a bailment. None of these terms were reflected in the writings

exchanged between the parties before bankruptcy proceedings began. Thus, the

bankruptcy court correctly concluded that to credit testimony about bailment

would require it to ignore the writings exchanged between the parties. We will not

disturb the bankruptcy court’s credibility determinations. See In re Englander, 95

  5
    En-Plas faults the bankruptcy court for determining that the writings were intended by the parties
to reflect their final agreement; but the parol evidence rule applies to “[t]erms with respect to which
the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing
intended by the parties as a final expression of their agreement.” Ala. Code § 7-2-202 (emphasis
added). As noted, the quotations and purchase orders agreed on the terms, and the bankruptcy court
was correct in applying the rule for that reason.

                                                  6
F.3d 1028, 1030 (11th Cir. 1996) (the reviewing court must give due regard to the

bankruptcy court’s opportunity to judge the credibility of the witnesses); In re

Sublett, 895 F.2d 1381, 1384 (11th Cir. 1990) (bankruptcy court’s consideration

of extrinsic evidence to determine parties’ intentions about a contract are subject

only to clearly erroneous review).6

       AFFIRMED.




   6
    The district court also correctly concluded that, because the transactions were sales, Regions’
properly perfected security interest attached -- via an after-acquired property clause -- to the
proceeds of the subject equipment.

                                                7
