                                                                FILED
                                                                 JUN 28 2016
 1                         NOT FOR PUBLICATION
 2                                                        SUSAN M. SPRAUL, CLERK
                                                               U.S. BKCY. APP. PANEL
                                                               OF THE NINTH CIRCUIT
 3                  UNITED STATES BANKRUPTCY APPELLATE PANEL
 4                            OF THE NINTH CIRCUIT
 5   In re:                        )      BAP No. EC-15-1291-DTaJu
                                   )
 6   YOUSIF H. HALLOUM,            )      Bk. No. 12-21477-CMK
                                   )
 7                  Debtor.        )
     ______________________________)
 8                                 )
     YOUSIF H. HALLOUM,            )
 9                                 )
                    Appellant,     )
10                                 )
     v.                            )      M E M O R A N D U M1
11                                 )
     MCCORMICK, BARSTOW, SHEPPARD, )
12   WAYTE & CARRUTH; HILTON A.    )
     RYDER,                        )
13                                 )
                    Appellees.     )
14   _____________________________ )
15                      Submitted Without Oral Argument
                                on June 23, 2016
16
                             Filed - June 28, 2016
17
               Appeal from the United States Bankruptcy Court
18                 for the Eastern District of California
19      Honorable Christopher M. Klein, Bankruptcy Judge, Presiding
20
     Appearances:     Appellant Yousif H. Halloum, pro se on brief;
21                    Scott M. Reddie of McCormick, Barstow, Sheppard,
                      Wayte & Carruth LLP on brief for appellees.
22
23   Before:   DUNN, TAYLOR, and JURY, Bankruptcy Judges.
24
25
26        1
            This disposition is not appropriate for publication.
27   Although it may be cited for whatever persuasive value it may
     have (see Fed. R. App. P. 32.1), it has no precedential value.
28   See 9th Cir. BAP Rule 8024-1.
 1        Previously, chapter 72 debtor, Yousif H. Halloum, appealed
 2   an order (“Fee Order”) awarding chapter 11 administrative
 3   expenses to his former attorney.       The Panel vacated and remanded
 4   to the bankruptcy court based on a lack of adequate findings to
 5   support the Fee Order.   (See Halloum v. McCormick, Barstow,
 6   Sheppard, Wayte & Carruth LLP (In re Halloum), BAP
 7   No. EC-14-1219-JuKuPa, 2015 WL 2386554 (9th Cir. BAP May 19,
 8   2015)(“Halloum I”).
 9        On remand, the bankruptcy court made detailed findings and
10   reinstated the Fee Order (“Reinstated Order”).      The debtor has
11   now appealed the Reinstated Order.3
12        We AFFIRM.
13                             I.   BACKGROUND
14        Because the facts underlying this dispute are set forth in
15   detail in Halloum I, we need only summarize them here.
16        Mr. Halloum filed a chapter 11 petition on January 26, 2012.
17   McCormick, Barstow, Shepard, Wayte & Carruth LLP (“Law Firm”) was
18   employed as chapter 11 counsel for Mr. Halloum on Mr. Halloum’s
19   application filed on February 10, 2014.      The order (“Employment
20
21        2
            Unless specified otherwise, all chapter and section
22   references are to the Bankruptcy Code, 11 U.S.C. §§ 101–1532, and
     all “Rule” references are to the Federal Rules of Bankruptcy
23   Procedure, Rules 1001–9037.
24        3
            On April 1, 2016, Mr. Halloum filed in this appeal his
25   “Ex Parte ‘Appellant’s Supplemental Brief’ With Request to
     Supplement the Records Regarding Trustee’s Violation of
26   Bankruptcy Code § 707(b)- Substantial Abuse.” The caption
27   contains four other pending BAP appeals. The substance of the
     pleading has nothing to do with the matter presently before this
28   Panel. Accordingly, we do not address it.

                                      -2-
 1   Order”) authorizing the Law Firm’s employment stated in relevant
 2   part:
 3        Compensation will be at the ‘lodestar rate’ at the time
          that services are rendered in accordance with the Ninth
 4        Circuit decision in In re Manoa Fin. Co., 853 F.2d 687
          (9th Cir. 1988). No hourly rate referred to in the
 5        application is approved unless unambiguously so stated
          in this order or in a subsequent order of this court.
 6
 7   During the pendency of the chapter 11 case, the Law Firm
 8   submitted five applications (“Interim Fee Applications”) for
 9   payment of interim fees and expenses, on May 2, June 27, and
10   September 6, 2012, and on January 31 and May 28, 2013.    Each of
11   the Interim Fee Applications was supported by a declaration
12   signed by Mr. Halloum, which stated that he had reviewed the
13   Interim Fee Applications and approved the fees and expenses as
14   requested.   The fees approved by Mr. Halloum in this process
15   totaled $116,067.   The Law Firm also filed an interim fee
16   application on October 8, 2013, but withdrew it after Mr. Halloum
17   refused to provide a declaration approving the fees.    For the
18   first time Mr. Halloum now asserted that Hilton A. Ryder, a
19   partner with the Law Firm, had agreed that the Law Firm would
20   represent Mr. Halloum in the chapter 11 case for a fixed fee of
21   $40,000.
22        Mr. Halloum was unsuccessful in negotiating a consensual
23   plan with Midwest Bank, N.A. (“Bank”), the secured creditor with
24   liens on the real and personal property with which Mr. Halloum
25   operated an ARCO gas station and convenience store.    After
26   Mr. Halloum used the Bank’s cash collateral without making the
27   adequate protection payments upon which such use was conditioned,
28   the bankruptcy court, on November 22, 2013, appointed a

                                     -3-
 1   chapter 11 trustee (“Trustee”).     Mr. Halloum’s case ultimately
 2   was converted to chapter 7 on February 12, 2014.
 3        On March 4, 2014, the Law Firm filed a motion (“Final Fee
 4   Application”) seeking additional compensation for its work as
 5   counsel for Mr. Halloum in the chapter 11 case in the amount of
 6   $114,004.50 and expenses of $2,892.56 and authorization to pay
 7   all unpaid fees for prior award periods.4    Mr. Halloum opposed
 8   the Final Fee Application, again asserting that Mr. Ryder had
 9   agreed that the Law Firm would represent Mr. Halloum for a fixed
10   fee of $40,000.    Mr. Halloum also asserted that the Law Firm did
11   not adequately represent his interest in negotiating approval of
12   a chapter 11 plan and attributed the conversion of the bankruptcy
13   case to chapter 7 and the loss of his business to Mr. Ryder’s
14   actions or inactions.    Mr. Halloum also sought recoupment from
15   the Law Firm of fees previously approved and paid on an interim
16   basis.    After hearing, the bankruptcy court entered the Fee Order
17   approving the Final Fee Application.
18        The Halloum I Panel vacated the Fee Order on Mr. Halloum’s
19   appeal, and the matter was remanded to the bankruptcy court to
20   make findings to support the Fee Order.
21        On remand, the bankruptcy court held an evidentiary hearing
22   August 12-13, 2015, at which Mr. Ryder testified as to the nature
23   of his contractual relationship with Mr. Halloum.5    Mr. Halloum
24
          4
25          If approved, the Law Firm’s total compensation, fees and
     expenses, for chapter 11 services provided to Mr. Halloum would
26   be $232,974.06.
27        5
              Mr. Halloum refers to the transcripts of this hearing
28                                                        (continued...)

                                       -4-
 1   exercised his right to cross-examine Mr. Ryder with respect to
 2   the terms of their agreement regarding Mr. Ryder’s fees in the
 3   chapter 11 case.   On August 26, 2015, the bankruptcy court
 4   entered its “Order on Remand From Bankruptcy Appellate Panel”
 5   (“Remand Order”), which contained its findings of fact and
 6   conclusions of law, and which we summarize for purposes of this
 7   Memorandum.
 8        Mr. Ryder, a practicing attorney since 1972, has had
 9   substantial experience representing debtors in possession in
10   bankruptcy reorganization cases.       He was the partner at the Law
11   Firm responsible for representing Mr. Halloum in his chapter 11
12   case.    In his decades of practice, Mr. Ryder never has undertaken
13   to represent a debtor in possession on a fixed fee basis.
14        On January 20, 2012, Mr. Halloum executed a “Chapter 11
15   Retainer Agreement” (“Retainer Agreement”), in compliance with
16   Cal. Bus. & Prof. Code § 6148, which contained the following fee
17
18        5
           (...continued)
19   repeatedly in his Opening Brief. The transcripts are found as
     docket numbers 217 (August 12) and 216 (August 13) in adversary
20   proceeding 15-2091. That adversary proceeding was filed by
     Mr. Halloum in California State Court and removed to the
21   Bankruptcy Court (by way of the Bankruptcy Court in the Northern
22   District of California) by the chapter 7 trustee. In the
     adversary proceeding complaint, Mr. Halloum names as defendants
23   many of the attorneys who had performed services during the
     chapter 11 case. As most relevant to the issue in this appeal,
24
     Mr. Halloum alleged a malpractice claim against the Law Firm.
25   The August 12-13 hearing appears to have been largely about
     matters raised in the adversary proceeding, but the evidentiary
26   hearing on the Final Fee Application was a discrete part of the
27   record, appearing at pp. 104-113 of the transcript for the
     August 12 hearing and pp. 7-45 of the transcript for the
28   August 13 hearing.

                                      -5-
 1   clause:
 2        Client has deposited $40,000 which shall be held by
          Attorneys as a retainer and filing fee to be used to
 3        pay costs and expenses and legal fees. When any
          deposit is exhausted, Client shall make additional
 4        deposits as requested in writing by Attorneys. Any
          unused deposit at the conclusion of Attorneys’ services
 5        may be applied by Attorneys to outstanding amounts
          owing by Client in connection with other matters
 6        handled by Attorneys for Client or refunded by
          Attorneys to Client at Attorneys’ option.
 7
          Attorneys’ charges for legal services will be
 8        established and based upon certain factors, which will
          include but not be limited to hourly rates. The
 9        current hourly rates for Attorneys’ personnel are
          specified in Exhibit “A.” In addition to the time
10        involved, fees charged by Attorneys will be based upon
          the nature of the matter, extraordinary results
11        obtained, and the learning and experience of the
          lawyers involved.
12
13   In executing the Retainer Agreement, Mr. Halloum signed it as
14   “approved and accepted,” and paid the $40,000 deposit to the Law
15   Firm.   The bankruptcy court found that without the signed
16   Retainer Agreement and the $40,000 deposit, the Law Firm would
17   not have filed the chapter 11.
18        Attached to the chapter 11 petition filed on January 26,
19   2012, was the Disclosure of Compensation of Attorney for Debtor
20   form (“Fee Disclosure”), signed by Mr. Ryder on behalf of the Law
21   Firm, which stated in relevant part:
22        For legal services, I have agreed to accept $38,954.00.
          Prior to the filing of this statement I have received
23        $38,954.00.
24   The Fee Disclosure further stated that in return for the above-
25   disclosed fee, “I have agreed to render legal service for all
26   aspects of the bankruptcy case, including:   representation of the
27   debtor in adversary proceedings and other contested bankruptcy
28   matters.”

                                      -6-
 1        On February 10, 2012, Mr. Halloum filed with the bankruptcy
 2   court his application to employ the Law Firm (“Employment
 3   Application”).   The Employment Application did not mention a
 4   fixed fee compensation arrangement.   Instead, the Employment
 5   Application provided that the Law Firm was to be employed “under
 6   a general retainer” and disclosed that the Law Firm held $38,954
 7   on account for attorneys’ fees and $1,046 on account for filing
 8   fees.   The bankruptcy court understood that, as requested, the
 9   Law Firm’s employment was to be on an hourly basis and approved
10   the Employment Application.   The Employment Order specified that
11   compensation would be on a “lodestar” basis, i.e., by multiplying
12   the prevailing hourly rate by the number of hours reasonably and
13   necessarily expended in the representation.
14        The bankruptcy court found that “Mr. Halloum, late in the
15   case, seized upon the [Free [Disclosure . . . as connoting a
16   fixed fee and invalidating the [Retailer [Agreement.”   The
17   bankruptcy court concluded that the Fee Disclosure, made in
18   compliance with Rule 2016(b), did not supplant or supersede the
19   Retainer Agreement.
20        The bankruptcy court further found that Mr. Halloum (1) had
21   approved and signed each of the five Interim Applications filed
22   by the Law Firm during the course of the chapter 11 case, (2) did
23   not assert in any of the Interim Applications that they were
24   unwarranted because the Law Firm had agreed to a $38,954 fixed
25   fee, and (3) paid the Law Firm the amounts the bankruptcy court
26   had allowed based on the Interim Applications.
27        After the chapter 11 case had been pending for twenty
28   months, Mr. Halloum sent Mr. Ryder an email regarding the next

                                     -7-
 1   proposed interim fee application (“Proposed Application”).    In
 2   that email, Mr. Halloum stated that he recognized that the
 3   chapter 11 case required more work than had been anticipated, but
 4   that he would not approve the fees that were being requested at
 5   that time.    Two days later Mr. Halloum sent another email to
 6   Mr. Ryder regarding the Proposed Application.    In neither of
 7   these emails did Mr. Halloum assert that Mr. Ryder had agreed to
 8   a fixed fee.
 9        The bankruptcy court found that Mr. Ryder had worked
10   diligently throughout the chapter 11 case to fashion a plan that
11   was both feasible and confirmable.     That work was not successful
12   because (1) the Bank had come to mistrust Mr. Halloum (as
13   evidenced by the adversary proceeding the Bank filed against
14   Mr. Halloum seeking to except its debt from discharge on the
15   theory that it would not have extended credit to Mr. Halloum had
16   he disclosed his loss of $500,000 in stock market speculation),
17   and (2) Mr. Halloum had been “intransigent” regarding a number of
18   points about which he would neither compromise nor accept advice
19   of counsel.
20        Citing § 328(a), the bankruptcy court concluded that it was
21   not permitted to change the basis of the Law Firm’s compensation,
22   which had been approved on a retainer agreement containing
23   reasonable terms and conditions of employment, “unless the
24   approved terms and conditions prove to have been improvident in
25   light of developments not capable of being anticipated at the
26   time of the fixing of such terms and conditions.”    Reinstated
27   Order at 8:9-16.
28        The bankruptcy court then evaluated the Final Fee

                                      -8-
 1   Application, including fees previously awarded on an interim
 2   basis with respect to the Interim Fee Applications, applying the
 3   factors to be considered pursuant to § 330(a)(3) and (4).      The
 4   bankruptcy court concluded that the time spent on services was
 5   appropriate to the tasks involved, that the rates charged were
 6   appropriate, that the services performed were necessary to the
 7   administration of the case, that the time billed for the services
 8   performed was reasonable and commensurate with the “complexity,
 9   importance, and nature of the problem, issue, or task addressed,”
10   that “Mr. Ryder is one of the most skilled and experienced
11   counsel practicing in this district in the bankruptcy field and
12   specializing in chapter 11 reorganizations,” and that the
13   compensation was reasonable based on customary compensation by
14   comparable skilled practitioners in cases other than title 11
15   cases.
16        Based on its findings of fact and conclusions of law, the
17   bankruptcy court “reinstated in full” the Fee Order.      Mr. Halloum
18   once again filed a timely notice of appeal.
19                             II.    JURISDICTION
20        The bankruptcy court had jurisdiction under 28 U.S.C.
21   §§ 1334 and 157(b)(2)(A).       We have jurisdiction under 28 U.S.C.
22   § 158.
23                                   III.     ISSUE
24        Whether the bankruptcy court abused its discretion when it
25   entered the Reinstated Order.
26                       IV.     STANDARDS OF REVIEW
27        The bankruptcy court’s approval of administrative expenses
28   and award of attorney’s fees is reviewed for abuse of

                                            -9-
 1   discretion.   Hale v. U.S. Tr., 509 F.3d 1139, 1146 (9th Cir.
 2   2007); Film Ventures Intel, Inc. v. Asher (In re Film Ventures
 3   Intel, Inc.), 75 BR. 250, 253 (9th Cir. BAD 1987).     The fact
 4   findings underlying a bankruptcy court's decision are reviewed
 5   for clear error.   American-Arab Anti-Discrimination Comm. v.
 6   Thornburgh, 970 F.2d 501, 506 (9th Cir. 1991).
 7        Under the abuse of discretion standard, we reverse only
 8   where the bankruptcy court applied an incorrect legal rule or
 9   where its application of the law to the facts was illogical,
10   implausible or without support in inferences that may be drawn
11   from facts in the record.    TrafficSchool.com, Inc. v. Edriver
12   Inc., 653 F.3d 820, 832 (9th Cir. 2011), citing United States v.
13   Hinkson, 585 F.3d 1247, 1262 (9th Cir. 2009)(en banc).
14                               V.   DISCUSSION
15        The fundamental issue before the Panel is whether the
16   bankruptcy court abused its discretion when it approved the Final
17   Fee Application.   As a threshold matter, we observe for
18   Mr. Halloum that the role of the trial court is to weigh the
19   evidence presented to it and from that evidence to determine the
20   facts that govern the ultimate decision.      Necessarily, this means
21   that the bankruptcy court will accept as true some evidence and
22   reject other contradictory evidence.     The mere presentation of
23   particular “evidence” by a party is not controlling.
24        Conversely, it is not the role of the Panel to supplant that
25   fact-finding process, but instead to review the bankruptcy
26   court’s fact findings.   In reviewing fact findings, if the
27   bankruptcy court’s “account of the evidence is plausible in light
28   of the record viewed in its entirety,” the appellate court may

                                       -10-
 1   not reverse, even if it was convinced that it would have weighed
 2   the evidence differently.   Anderson v. City of Bessemer City,
 3   N.C., 470 U.S. 564, 573-74 (1985). “Where there are two
 4   permissible views of the evidence, the factfinder’s choice
 5   between them cannot be clearly erroneous.”   Id.
 6        The interplay of four documents is at the heart of this
 7   dispute:   the Retainer Agreement, the Fee Disclosure, the
 8   Employment Application, and the Employment Order.   Mr. Halloum’s
 9   appeal flows from the faulty premise that only the Fee Disclosure
10   governs the amount of fees to which the Law Firm was entitled in
11   its representation of Mr. Halloum in his chapter 11 case.
12        Mr. Halloum Executed the Retainer Agreement
13        Mr. Halloum “categorically denies” that he ever signed the
14   Retainer Agreement.   In his excerpts of record, Mr. Halloum
15   includes the written opinions of two forensic document experts.
16   Although Mr. Halloum included these written opinions in his
17   exhibits submitted to the bankruptcy court, he did not call
18   either expert as a witness at the evidentiary hearing.6
19        The signed Retainer Agreement was admitted into evidence.
20   Mr. Ryder testified to the circumstances under which the Retainer
21   Agreement was signed.   Mr. Halloum was provided the opportunity
22   to cross-examine Mr. Ryder but did not challenge his testimony on
23   this point.   The Reinstated Order specifically states that the
24   bankruptcy court considered Mr. Halloum’s testimony that he did
25
26        6
            Mr. Halloum states in his Opening Brief that the experts
27   are willing to testify before the Panel. However, it is not
     within the purview of the Panel as an appellate body to take
28   evidence.

                                     -11-
 1   not sign the Retainer Agreement, compared the signature on the
 2   Retainer Agreement with other signatures in the record known to
 3   have been made by Mr. Halloum, noted that the signatures are
 4   variable, and concluded that Mr. Halloum signed the Retainer
 5   Agreement.
 6        The bankruptcy court found credible Mr. Ryder’s testimony
 7   that in decades of practice he had never undertaken the
 8   representation of a chapter 11 debtor-in-possession on a fixed
 9   fee basis.   Finally, the bankruptcy court further determined that
10   Mr. Ryder would not have filed the chapter 11 case on
11   Mr. Halloum’s behalf had Mr. Halloum not signed the Retainer
12   Agreement and paid the retainer.
13        Mr. Halloum asserts that he was denied procedural due
14   process because (1) he was never provided an opportunity to
15   conduct even limited discovery into Mr. Ryder’s universal
16   practices and (2) he was denied a meaningful opportunity to
17   present evidence both that his signature was forged and that for
18   at least one former client, Mr. Ryder had provided representation
19   on a fixed fee basis.   Nothing in the record before us reflects
20   that Mr. Halloum was precluded from conducting discovery.7    As to
21
          7
22          After Mr. Halloum presented his case-in-chief in the
     Adversary Proceeding, the following discussion ensued:
23
     MR. HALLOUM: So everything I submitted, your Honor, is supported
24
     by records, by documents.
25
     THE COURT: I have gone through all the exhibits that you have
26   presented, and that is what you say you have; right?
27
     MR. HALLOUM:   For now, yes, but with further discovery, I am
28                                                       (continued...)

                                     -12-
 1   his assertion that he was denied a meaningful opportunity to
 2   present evidence, the record reflects otherwise.   The issue of
 3   the validity of the signature on the Retainer Agreement was
 4   raised at the evidentiary hearing on August 12, 2015; the
 5   bankruptcy court made clear at that time that evidence was
 6   necessary and that the parties were to present their evidence on
 7   that issue at the evidentiary hearing on August 13, 2015.
 8   Despite the colloquy on August 12, only Mr. Ryder presented
 9   additional evidence.
10        Because the bankruptcy court’s “account of the evidence is
11   plausible in light of the record viewed in its entirety,” we may
12   not reverse.
13        The Fee Disclosure Did Not Supersede the Retainer Agreement
14        Mr. Halloum next asserts that, even if he did sign the
15   Retainer Agreement, the subsequent execution by Mr. Ryder of the
16   Fee Disclosure served to render the Retainer Agreement “null and
17   void.”
18        The Fee Disclosure was made pursuant to § 329(a), as
19   implemented by Rule 2016(b).   Section 329(a) provides:
20        Any attorney representing a debtor in a case under this
          title, or in connection with such a case, whether or
21        not such attorney applies for compensation under this
          title, shall file with the court a statement of the
22        compensation paid or agreed to be paid, if such payment
          or agreement was made after one year before the date of
23        filing of the petition, for services rendered or to be
          rendered in contemplation of or in connection with the
24
25
               7
                (...continued)
26   certain there will be more offensive issues.
27
     See August 12 hearing transcript at 104:12-17. It does not
28   appear that the issue of “further discovery” was ever discussed.

                                     -13-
 1        case by such attorney, and the source of such
          compensation.
 2
 3        Compliance with § 329(a) is mandatory.     For purposes of
 4   chapter 11, it generally serves to advise the court and
 5   interested parties of payments received from the debtor in the
 6   prior year.8   In this case, the payment that was received was the
 7   retainer, deposited with the Law Firm pursuant to the Retainer
 8   Agreement, in the amount of $40,000.     Rule 2016(b) requires
 9   supplemental disclosures in the event additional payment is
10   received from the debtor.   As noted by the bankruptcy court, the
11   Employment Application, filed after the Fee Disclosure, provided
12   the most important and complete disclosures regarding fees in
13   Mr. Halloum’s case.   Both the Employment Application and the
14   Interim Fee Applications served Rule 2016(b)’s purpose of
15   disclosing supplemental compensation the Law Firm had received or
16   would receive from Mr. Halloum.
17        The bankruptcy court entered the Employment Order based on
18   its review of the Employment Application.     At the time it
19   considered the Employment Application, the bankruptcy court
20   understood that the Law Firm’s employment would be on an hourly
21   basis, with compensation to be determined under the “lodestar”
22   analysis, consistent with the customary method for compensation
23   of chapter 11 professionals representing debtors-in-possession.
24
          8
25          We observe that the extensive litigation regarding whether
     the Law Firm had agreed to a fixed fee representation of Mr.
26   Halloum likely could have been avoided had the Law Firm
27   summarized the fee provisions which were set forth in the
     Retainer Agreement and stated its hourly rates in the Fee
28   Disclosure.

                                       -14-
 1   The bankruptcy court noted in its findings that in the rare case
 2   where the compensation method deviates from what is customary,
 3   its employment order would leave no ambiguity regarding that
 4   deviation.   That the bankruptcy court and all parties, with the
 5   exception of Mr. Halloum’s protestations late in the case,
 6   proceeded under the understanding that the Law Firm’s
 7   compensation would be on a lodestar basis, is supported by the
 8   fact that five Interim Fee Applications, supported by
 9   declarations of Mr. Halloum, were submitted by the Law Firm and
10   approved by the bankruptcy court.
11        The record does not support Mr. Halloum’s position that he
12   delayed raising the issue publicly because of “duress” imposed
13   upon him by Mr. Ryder in the form of threats to withdraw from
14   representation if Mr. Halloum did not pay.   Mr. Ryder testified
15   that Mr. Halloum opposed the Proposed Fee Application because he
16   could not pay it, not because it was not due.   The court found
17   that Mr. Ryder’s proposal to postpone receipt of his compensation
18   to a date after the effective date of any plan that might be
19   confirmed affirmatively defeated any assertion of duress.
20        Mr. Halloum sets great store in the fact that Mr. Ryder
21   admitted in his testimony that he had signed the Fee Disclosure.
22   Mr. Halloum interprets this testimony as a “restatement” of the
23   alleged fixed fee agreement.   Alternatively, he suggests that the
24   Fee Disclosure, when viewed with the Employment Application and
25   the Interim Fee Applications, demonstrates the “inconsistencies”
26   in Mr. Ryder’s filings with the court regarding fees.   Both
27   arguments ignore the reality that the Fee Disclosure serves a
28   different purpose than either an employment order or a fee award.

                                     -15-
 1   As such, the fact of its existence is not sufficient to “cap”
 2   chapter 11 compensation as Mr. Halloum argues.
 3        The Bankruptcy Court’s Fee Award Is Supported By the Record
 4        The bankruptcy court applied the correct law, § 330(a)(3),
 5   in evaluating the Final Fee Application.   Section 330(a)(3)
 6   provides:
 7        In determining the amount of reasonable compensation to
          be awarded to . . . a professional person, the court
 8        shall consider the nature, the extent, and the value of
          such services, taking into account all relevant
 9        factors, including --
          (A) the time spent on such services;
10        (B) the rates charged for such services;
          (C) whether the services were necessary to the
11        administration of, or beneficial at the time at which
          the service was rendered toward the completion of, a
12        case under this title;
          (D) whether the services were performed within a
13        reasonable amount of time commensurate with the
          complexity, importance, and nature of the problem,
14        issue, or task addressed;
          (E) with respect to a professional person, whether the
15        person is board certified or otherwise has demonstrated
          skill and experience in the bankruptcy field; and
16        (F) whether the compensation is reasonable based on the
          customary compensation charged by comparably skilled
17        practitioners in cases other than cases under this
          title.
18
19   The bankruptcy court also determined that the compensation sought
20   did not involve (1) unnecessary duplication of services,
21   (2) services that were not reasonably likely to benefit the
22   bankruptcy estate, or (3) services that were not necessary to the
23   administration of the case.   See § 330(a)(4).
24        We do not address Mr. Halloum’s perceived errors in the
25   record that relate to the bankruptcy court’s recitation of the
26   reasons the chapter 11 case was not successful, which findings
27   support the “reasonable and necessary” component of the fee
28   analysis.   Although Mr. Halloum expressed to the bankruptcy court

                                     -16-
 1   his dissatisfaction with his representation by the Law Firm in at
 2   least two particulars, i.e., attempting to resolve a non-
 3   dischargeability claim through the plan rather than by achieving
 4   a dismissal of the adversary proceeding and refusing to seek
 5   subordination of the Bank’s claim even though there was no legal
 6   basis for doing so, Mr. Halloum never questioned any specific
 7   time entry in the Final Fee Application.     Similarly, Mr. Halloum
 8   does not raise on appeal any purported error by the bankruptcy
 9   court in approving any specific fees.
10                             VI.   CONCLUSION
11        On remand the bankruptcy court made findings of fact and
12   conclusions of law in support of the original Fee Order.
13   Mr. Halloum did not oppose the amount of the fees awarded other
14   than on the basis that the Law Firm had agreed to compensation
15   for all services for a fixed fee of $40,000.    The bankruptcy
16   court’s finding that Mr. Halloum signed the Retainer Agreement
17   was not clear error.   Further, the bankruptcy court’s
18   interpretation of the purpose and effect of the Fee Disclosure in
19   light of § 329(a) and Rule 2016(b) was not error.
20        Accordingly, we AFFIRM the bankruptcy court’s Reinstated
21   Order.
22
23
24
25
26
27
28

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