          United States Court of Appeals
                     For the First Circuit
No. 15-1183
                APURV GUPTA, M.D.; VICTOR MUNGER,

                     Plaintiffs, Appellants,

                               v.

     QUINCY MEDICAL CENTER, A STEWARD FAMILY HOSPITAL, INC.,

                      Defendant, Appellee.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF MASSACHUSETTS
            [Hon. Rya W. Zobel, U.S. District Judge]


                             Before

                       Howard, Chief Judge,
                   Souter, Associate Justice,
                      Lipez, Circuit Judge.


     Leah L. Miraldi, with whom Bruce W. Gladstone, Cameron &
Mittleman LLP, Charles R. Bennett, Jr., and Murphy & King, P.C.
were on brief, for appellants.
     Jonathan W. Young, with whom Scott R. Magee and Locke Lord
LLP were on brief, for appellee.


                          June 2, 2017




     
       The Hon. David H. Souter, Associate Justice (Ret.) of the
Supreme Court of the United States, sitting by designation.
           LIPEZ,    Circuit    Judge.         This    appeal   involves      the

bankruptcy of Quincy Medical Center, Inc., QMC ED Physicians, Inc.

and Quincy Physician Corporation ("Debtors").               Apurv Gupta and

Victor Munger ("Appellants"), former senior executives of Debtors,

appeal the district court's ruling that the bankruptcy court lacked

subject matter jurisdiction over their post-confirmation claims

for severance payments against the purchaser of Debtors' assets.

Because we agree that the bankruptcy court had no jurisdiction

over Gupta's and Munger's claims, we affirm.

                                      I.

           The facts pertinent to this appeal -- none of which are

disputed -- are fully set forth in the opinions of the bankruptcy

court and the district court.        See Quincy Med. Ctr. v. Gupta, Nos.

12-cv-40128-RWZ and 12-cv-40131-RWZ, 2015 WL 58633, at *1-2 (D.

Mass. Jan. 5, 2015); In re Quincy Med. Ctr., Inc., 479 B.R. 229,

231-33 (Bankr. D. Mass. 2012); In re Quincy Med. Ctr., Inc., 466

B.R. 26, 27-32 (Bankr. D. Mass. 2012).           We assume familiarity with

the decisions below and discuss only the pertinent facts here.

           Gupta    and   Munger     were    senior    executives    at    Quincy

Medical   Center,    a    hospital    operated    by    Debtors     in    Quincy,

Massachusetts.     On June 30, 2011, Debtors signed an Asset Purchase

Agreement (the "APA") whereby they agreed to sell substantially

all of their assets to Quincy Medical Center, a Steward Family

Hospital, Inc. f/k/a Steward Medical Holdings Subsidiary Five,


                                     - 2 -
Inc. ("Steward").1     One day later, on July 1, 2011, Debtors filed

voluntary petitions under Chapter 11 of the Bankruptcy Code, and

a motion (the "Sale Motion") under sections 363 and 365 of the

Bankruptcy Code seeking bankruptcy court approval of the APA.                   See

11 U.S.C. §	§	363, 365.

            Sections   5    and    9   of    the   APA,   which   deal   with   the

continued employment of Debtors' former employees, are relevant to

Appellants' claims.        Specifically, section 9.1 provides:

            Not later than ten (10) Business Days prior to the
            Closing, [Steward] shall offer employment by
            [Steward] to each of the Employees who remain
            employed by [Debtors] as of a recent date,
            . . . such employment to commence immediately
            following the Closing. . . . Such individuals who
            accept such offer of employment are hereinafter
            referred to as the "Transferred Employees."

Section 9.2 further provides that Steward is obligated to pay each

transferred employee "base wage and salary levels provided to such

Employees immediately prior to the Closing" for no less than three

months after the closing date.              Additionally, section 5.14(c) of

the   APA   provides   that       "upon     [Steward's]    termination    of    the

employment . . . of any employees . . . of [Debtors] at or following

the Closing, [Steward] shall be liable to any of such persons for

severance or retention pay or any other payments otherwise due

them as employees . . . for [Debtors]."


      1Steward is a subsidiary of Steward Health Care System, a
Boston-based for-profit healthcare company that operates hospitals
in New England.


                                       - 3 -
           On September 26, 2011, the bankruptcy court issued an

order (the "Sale Order") approving the APA as requested in the

Sale Motion.   The sale closed on October 1, 2011.   Six days later,

Debtors filed a proposed Chapter 11 plan of reorganization (the

"Plan").   The bankruptcy court thereafter confirmed the Plan (the

"Confirmation Order").

           The Sale Order and the Plan each contain provisions

regarding the retention of jurisdiction by the bankruptcy court

over any disputes arising under them.   The Sale Order provides:


     It is necessary and appropriate, in order to ensure the
     validity of the sale of the Assets to Steward and to
     ensure compliance with this Order, for this Court to
     retain jurisdiction to: (a) interpret and enforce the
     provisions of the APA, the Assigned Agreements, the Sale
     Motion and this Order; (b) protect Steward and any of
     the Assets against any Lien or Claim; (c) resolve any
     disputes arising under or relating to the APA, the
     Assigned Agreements, the Sale Motion and this Order; and
     (d) determine the validity, extent and priority of
     asserted pre-Closing Liens or Claims on, and the
     disposition of the gross proceeds of sale of, the Assets.


Similarly, the Plan provides that


     Notwithstanding the entry of the Confirmation Order and
     the occurrence of the Effective Date, on and after the
     Effective Date, the Bankruptcy Court shall, to the
     maximum extent permitted by applicable law, retain
     exclusive jurisdiction over all matters arising out of,
     or related to, the Chapter 11 Cases and the Plan pursuant
     to sections 105(a) and 1142 of the Bankruptcy Code,
     including jurisdiction to: . . .




                               - 4 -
      15. Enter and enforce any order for the sale of property
      pursuant to sections 363, 1123, or 1146(a) of the
      Bankruptcy Code; . . . .

      29. Enforce all orders previously               entered    by    the
      Bankruptcy Court; . . . .

The   Confirmation    Order     also   incorporates      the    retention     of

jurisdiction provision from the Plan.

            On October 7, 2011, Appellants received letters from

Debtors stating that their employment was terminated effective

October 1, i.e., the day the sale closed.           Appellants subsequently

sought    severance   pay   from    Debtors   by    filing   motions    in   the

bankruptcy court for allowance of administrative expenses against

Debtors.     The   bankruptcy      court   denied   administrative     expense

status to both claims.        However, the court held that Appellants'

motions should be treated as "seeking relief in the alternative

. . . for an order directing Steward to pay the claims."2                    The


      2In the proceedings before the bankruptcy court, Appellants
originally argued that their claims for severance pay against
Debtors qualified as expenses of administration of a Chapter 11
case under 11 U.S.C. § 503(b)(1).      In opposing these claims,
Debtors argued that the claims were properly against Steward
because Steward had violated the APA by not offering employment to
Appellants.   Citing our opinions in Mason v. Official Comm. of
Unsecured Creditors (In re FBI Distrib. Corp.), 330 F.3d 36, 41
(1st Cir. 2003) and Cramer v. Mammoth Mart, Inc. (In re Mammoth
Mart, Inc.), 536 F.2d 950, 954 (1st Cir. 1976), the court denied
Appellants' claims against Debtors, holding that "[s]everance pay
is entitled to administrative expense priority only to the extent
it is tied to the employee's length of service" and only for the
portion of severance pay "attributable to post petition services."
Hence, the court held that, because the severance pay claims were
unrelated to Appellants' salaries and lengths of service with
Debtors, the claims were "not entitled to treatment as expenses of


                                     - 5 -
court found that it had subject matter jurisdiction to hear the

claims against Steward pursuant to the retention of jurisdiction

provisions of the Sale Order and the court's authority to interpret

and enforce its own prior orders.                The bankruptcy court offered

Steward     an   opportunity      to    respond,     and   Steward   filed    its

objections.

             Following a non-evidentiary hearing at which Gupta,

Munger, and Steward were heard, the bankruptcy court found Steward

liable to Appellants under the APA for their severance pay.

Steward appealed to the district court, which concluded that the

bankruptcy       court   lacked        subject    matter   jurisdiction      over

Appellants' claims.       Specifically, the district court found that

Appellants' claims against Steward fell outside the bankruptcy

court's statutorily granted jurisdiction and that the retention of

jurisdiction provision relied upon by the bankruptcy court did not

change this analysis.        The district court therefore vacated the

judgments    against     Steward       and   remanded   with   instructions   to

dismiss Appellants' claims.            This appeal followed.




administration under Bankruptcy Code § 503(b)(1)." The court went
on to find, however, that because Appellants' claims also alleged
that "Steward violated the terms of the APA by not offering them
employment post-closing" and because the APA was made binding on
both Appellants and Steward, the court would treat the claims as
"seeking . . . an order directing Steward to pay [the claims]."


                                        - 6 -
                                        II.

A. Jurisdictional Principles

              Appellants contend that the district court erred in

concluding     that     their    severance     claims    against   Steward   fell

outside the bankruptcy court's statutorily granted jurisdiction.

Thus, we first must examine the statutory scheme establishing the

bankruptcy         court's      jurisdiction,      understanding      that      the

"jurisdiction of the bankruptcy courts, like that of other federal

courts, is grounded in, and limited by, statute."                  Celotex Corp.

v. Edwards, 514 U.S. 300, 307 (1995).                 We examine the bankruptcy

court's findings of fact for clear error and afford de novo review

to its conclusions of law.             See Razzaboni v. Schifano (In re

Schifano), 378 F.3d 60, 66 (1st Cir. 2004).

              The general grant of bankruptcy jurisdiction is found in

28   U.S.C.    §    1334,    which   establishes      two   main   categories    of

bankruptcy         matters    over   which      the     district    courts   have

jurisdiction: "cases under title 11," 28 U.S.C. § 1334(a), and

"proceedings arising under title 11, or arising in or related to

cases under title 11," 28 U.S.C. § 1334(b).                  See also Middlesex

Power Equip. & Marine, Inc. v. Town of Tyngsborough, Mass. (In re

Middlesex Power Equip. & Marine, Inc.), 292 F.3d 61, 66 (1st Cir.

2002). "[C]ases under title 11" refers only to the bankruptcy

petition itself, and it is the umbrella under which all of the




                                       - 7 -
proceedings3 that follow the filing of a bankruptcy petition take

place.   Id.   In turn, 28 U.S.C. §		157 permits the district courts

to refer to bankruptcy courts all "proceedings arising under title

11 or arising in or related to cases under title 11."4           This broad

jurisdictional   grant    allows   the     bankruptcy   courts   to   "deal

efficiently and expeditiously with all matters connected with the

bankruptcy estate."5     Celotex, 514 U.S. at 308 (quoting Pacor, Inc.

v. Higgins, 743 F.2d 984, 994 (3d Cir. 1984)).


     3 The term "proceeding," as used in 28 U.S.C. § 1334(b),
refers "to the steps within the 'case' and to any subaction within
the case that may raise a disputed or litigated matter." Mich.
Emp't Sec. Comm'n v. Wolverine Radio Co. (In re Wolverine Radio
Co.), 930 F.2d 1132, 1141 n.14 (6th Cir. 1991).
     4 Section 157(a) leaves it up to the district courts whether
to refer or not to refer cases and proceedings to the bankruptcy
courts. In practice, however, "each district court has provided
by rule for automatic reference to bankruptcy judges." Collier on
Bankruptcy ¶ 3.02 (Alan N. Resnick & Henry J. Sommer eds., 16th
ed. 2016). Accordingly, the District of Massachusetts, by standing
order, has delegated to the bankruptcy court all cases in which
jurisdiction is premised on § 1334, see D. Mass. R. 201, subject
to review by the district court (or, in the alternative, by the
bankruptcy appellate panel) in accordance with 28 U.S.C. § 157(a).
See also LeBlanc v. Salem (In re Mailman Steam Carpet Cleaning
Corp.), 196 F.3d 1, 5 (1st Cir. 1999) (discussing D. Mass. R. 201).
     5 Section 157 also divides bankruptcy proceedings into two
further categories: "core" and "non-core." Stern v. Marshall, 564
U.S. 462, 473-76 (2011). These categories determine "[t]he manner
in which a bankruptcy judge may act on a referred matter."
Id. at 473. Proceedings "arising under title 11, or arising in a
case under title 11," are both considered "core proceedings" in
which the bankruptcy court may enter final orders and judgments.
Id. at 474 (citing 28 U.S.C. § 157(b)).       Proceedings merely
"related to" a case under title 11 are considered "non-core"
proceedings. Stern, 564 U.S. at 477 (citing Collier on Bankruptcy
¶ 3.02[2], p. 3-26, n.5 (16th ed. 2010)("The terms 'non-core' and
'related' are synonymous.").      Although whether a bankruptcy


                                   - 8 -
           Hence, in order for Appellants' severance claims to fall

within 28 U.S.C. § 1334's statutory grant of jurisdiction, the

claims must "arise under," "arise in," or "relate to" a case under

title 11. We have observed that the boundaries between these types

of proceedings are not always easy to distinguish from each other.

See In re Middlesex Power Equip. & Marine, Inc., 292 F.3d at 68

(noting that "[t]he dividing line is unclear between proceedings

that 'arise under' as opposed to 'arise in' and as opposed to

'relate    to'   title   11.     The     statute   itself    provides    no

definitions.").     Nonetheless, each term has a particular scope

that matters for the jurisdictional analysis here.

           The “arising under” language of § 1334(b) is "analogous

to the 'arising under' language in 28 U.S.C. § 1331."                 In re

Middlesex Power Equip. & Marine, Inc., 292 F.3d at 68 (comparing

"arising under" jurisdiction to federal question jurisdiction).

In other words, proceedings "aris[e] under title 11" when the

Bankruptcy Code itself creates the cause of action.           See Stoe v.

Flaherty, 436 F.3d 209, 217 (3d Cir. 2006) (noting that "arising

under"    jurisdiction   is    limited    to   proceedings    where     "the

Bankruptcy Code creates the cause of action or provides the



proceeding is a core proceeding is analytically separate from
whether there is jurisdiction, "by definition all core proceedings
are within the bankruptcy court's jurisdiction."        Continental
Nat'l Bank v. Sanchez (In re Toledo), 170 F.3d 1340, 1345 n.6 (11th
Cir. 1999) (citing 28 U.S.C. §§ 157(b)(1), 1334(b)).


                                  - 9 -
substantive right invoked"); Wood v. Wood (In re Wood), 825 F.2d

90, 96 (5th Cir. 1987) ("Congress used the phrase 'arising under

title 11' to describe those proceedings that involve a cause of

action created or determined by a statutory provision of title

11.").

            We have defined "arising in" proceedings generally as

"those that are not based on any right expressly created by title

11, but nevertheless, would have no existence outside of the

bankruptcy."     In re Middlesex Power Equip. & Marine, Inc., 292

F.3d at 68; see also Stoe, 436 F.3d at 218 ("[C]laims that 'arise

in' a bankruptcy case are claims that by their nature, not their

particular factual circumstance, could only arise in the context

of a bankruptcy case."); In re Toledo, 170 F.3d at 1345 (stating

that proceedings "arising in" bankruptcy are "matters that could

arise only in bankruptcy").       "Arising in" proceedings include such

things as administrative matters, orders to turn over property of

the estate, and determinations of the validity, extent, or priority

of liens.     See Collier on Bankruptcy ¶ 3.01[3][e][iv] (Alan N.

Resnick & Henry J. Sommer eds., 16th ed. 2016)[hereinafter Collier]

(noting   that   “administrative     matters”    such    as    allowance    and

disallowance of claims, orders in respect to obtaining credit,

determining      the     dischargeability       of    debts,      discharges,

confirmation     of    plans,   orders   permitting     the    assumption    or

rejection of contracts, are the principal constituents of “arising


                                   - 10 -
in” jurisdiction, and that "[i]n none of these instances is there

a 'cause of action' created by statute, nor could any of the

matters illustrated have been the subject of a lawsuit absent the

filing of a bankruptcy case").

           By contrast, "related to" proceedings are those "which

'potentially have some effect on the bankruptcy estate, such as

altering debtor's rights, liabilities, options, or freedom of

action,   or   otherwise   have   an   impact   upon   the   handling   and

administration of the bankrupt estate.'"          In re Middlesex Power

Equip. & Marine, Inc., 292 F.3d at 68 (quoting In re G.S.F. Corp.,

938 F.2d 1467, 1475 (1st Cir. 1991)); see also Celotex, 514 U.S.

at 308 ("The usual articulation of the test for determining whether

a civil proceeding is related to bankruptcy is whether the outcome

of that proceeding could conceivably have any effect on the estate

being administered in bankruptcy."         (emphasis omitted) (citing

Pacor, 743 F.2d at 994)).         Although "related to" jurisdiction

"cannot be limitless," Celotex, 514 U.S. at 308, it is nonetheless

"quite broad."    Boston Reg'l Med. Ctr., Inc. v. Reynolds (In re

Boston Reg'l Med. Ctr., Inc.), 410 F.3d 100, 105 (1st Cir. 2005)

(noting that Congress deliberately allowed the cession of wide-

ranging "related to" jurisdiction to the bankruptcy courts "to

enable them to deal efficiently and effectively with the entire

universe of matters connected with bankruptcy estates").




                                  - 11 -
B. Application of the Jurisdictional Principles

             The bankruptcy court never determined whether it had

"arising under," "arising in," or "related to" jurisdiction over

Appellants' claims.        Instead, the court concluded that it had

jurisdiction solely on the basis of the retention of jurisdiction

provisions in the Sale Order and the Plan.           This approach was

erroneous.

             Bankruptcy courts -- like all federal courts -- may

retain jurisdiction to interpret and enforce their prior orders.

See Travelers Indem. Co. v. Bailey, 557 U.S. 137, 151 (2009)

(Souter,   J.)   (noting    that   bankruptcy   courts   "plainly   ha[ve]

jurisdiction to interpret and enforce . . . prior orders").

However, a bankruptcy court may not "retain" jurisdiction it never

had -- i.e., over matters that do not fall within § 1334's

statutory grant.     See Celotex, 514 U.S. at 307.        A retention of

jurisdiction provision may not alter the fact that "the source of

the bankruptcy court's subject matter jurisdiction is neither the

Bankruptcy Code nor the express terms of the Plan.         The source of

the bankruptcy court's jurisdiction is 28 U.S.C. §§ 1334 and 157."

U.S. Brass Corp. v. Travelers, Ins. Group (In re U.S. Brass Corp.),

301 F.3d 296, 303 (5th Cir. 2002).

             Hence, despite the routine inclusion of retention-of-

jurisdiction provisions in Chapter 11 plans, see Collier ¶ 1123.02,

they may be given effect only if there is jurisdiction under 28


                                   - 12 -
U.S.C. § 1334.   See Valley Historic Ltd. P'ship. v. Bank of N.Y.,

486 F.3d 831, 837 (4th Cir. 2007) ("[N]either the parties nor the

bankruptcy court can create § 1334 jurisdiction by simply inserting

a retention of jurisdiction provision in a plan of reorganization

if jurisdiction otherwise is lacking . . . ."); Binder v. Price

Waterhouse & Co., (In re Resorts Int'l., Inc.), 372 F.3d 154, 161

(3d Cir. 2004) (stating that, absent jurisdiction under § 1334,

"retention of jurisdiction provisions in a plan of reorganization

or trust agreement are fundamentally irrelevant"); Zerand-Bernal

Group, Inc. v. Cox, 23 F.3d 159, 164 (7th Cir. 1994) ("[O]rders

approving [a] bankruptcy sale [or] . . . plan of reorganization .

. . [cannot] confer jurisdiction.        A court cannot write its own

jurisdictional ticket.").

          Therefore, the question before us is whether Appellants'

claims for severance pay from Steward are proceedings which "arise

under," "arise in," or are "related to" the chapter 11 bankruptcy

such that they fall within the grant of jurisdiction contained in

28 U.S.C. § 1334.     Given Appellants' silence in their briefing on

"arising under" and "related to" jurisdiction, they do not appear

to dispute that neither form of jurisdiction applies to their

claims for severance pay.     Their failure to expressly argue that

either   form    of    jurisdiction   applies    is   understandable.

Appellants' claims for severance pay from Steward derive solely

from Steward's alleged breach of sections 5 and 9 of the APA.


                                - 13 -
Hence,     their   claims   do   not    "arise    under"       title   11   because

Massachusetts      contract   law,     rather    than    the    Bankruptcy    Code,

creates their cause of action.           See In re Middlesex Power Equip.

& Marine, Inc., 292 F.3d at 68; In re Wood, 825 F.2d at 96.

Similarly, these claims fall outside even the broad statutory grant

of "related to" jurisdiction in that Appellants' claims against

Steward could have no conceivable impact upon Debtors' bankruptcy

estate.     See Celotex, 514 U.S. at 307; In re Boston, 410 F.3d at

105.    Indeed, Appellants state in their brief that "the Bankruptcy

Court's subject matter jurisdiction here is not based on 'related

to' jurisdiction."

             Appellants insist, however, that their claims against

Steward "arise in" a bankruptcy case because the APA was approved

by   the   bankruptcy   court     in    the     Sale    Order   pursuant      to    11

U.S.C. §§ 363 and 365, and, invoking language from one of our prior

cases, such an order may "only be issued by a bankruptcy court."

In re Middlesex Power Equip. & Marine, Inc., 292 F.3d at 68-69.

Thus,    Appellants   contend,    their       state    law   claims    "arise      in"

Debtors' bankruptcy case because, "but for" Debtors' Chapter 11

case and the Sale Order approving the sale of Debtors' assets to

Steward in the APA, their claims for severance pay would not exist.

             This argument misapprehends the relevant law.                    As we

have explained, it is not enough for "arising in" jurisdiction

that a claim arose in the context of a bankruptcy case.                     Instead,


                                     - 14 -
our case law makes clear that for "arising in" jurisdiction to

apply, the relevant proceeding must have "no existence outside of

the bankruptcy."    Id. at 68 (quoting In re Wood, 825 F.2d at 97).

Hence, there is no "but for" test for "arising in" jurisdiction as

Appellants suggest.       That is, "the fact that a matter would not

have arisen had there not been a bankruptcy case does not ipso

facto mean that the proceeding qualifies as an 'arising in'

proceeding."    Collier ¶ 3.01[3][e][iv].      Instead, the fundamental

question   is   whether    the   proceeding   by   its   nature,   not   its

particular factual circumstance, could arise only in the context

of a bankruptcy case. In re Middlesex Power Equip. & Marine, Inc.,

292 F.3d at 68.    In other words, it is not enough that Appellants'

claims arose in the context of a bankruptcy case or even that those

claims exist only because Debtors (Appellants' former employer)

declared bankruptcy; rather, "arising in" jurisdiction exists only

if Appellants' claims are the type of claims that can only exist

in a bankruptcy case.

           In re Middlesex Power Equip. & Marine, Inc. provides no

support for Appellants' contrary position.         In that case, we held,

inter alia, that a bankruptcy court had "arising under" or "arising

in" jurisdiction to decide the scope of a sale order provision

authorizing certain assets to be sold "free and clear of liens."

292 F.3d at 68; see also Elliott v. GM LLC (In re Motors Liquidation

Co.), 829 F.3d 135, 153 (2d Cir. 2016) ("A bankruptcy court's


                                  - 15 -
decision to interpret and enforce a prior sale order falls under

. . . 'arising in' jurisdiction.").        Appellants point to this

language, insisting that their claims, "although framed as state

law claims . . . depend upon an interpretation of the Bankruptcy

Court's   Sale   Order."   Appellants'   argument   misses   the   mark,

however, because the bankruptcy court's mere approval of Debtors'

sale of assets to Steward did not automatically create jurisdiction

over all future contract disputes somehow related to the APA.6

Hence, unlike Middlesex Power Equip. & Marine, Inc., which involved

the interpretation of a specific provision of a sale order,

Appellants here have failed to identify any provision of the Sale

Order itself or any related questions of bankruptcy law underlying

their claims that would require interpretation by the bankruptcy

court.    Indeed, the bankruptcy court's own analysis of Appellants'

claims was based entirely on the terms of the APA and state

contract law. The court mentioned the Sale Order only in reference

to the retention-of-jurisdiction provision.


     6 Indeed, the "but for" test articulated by Appellants for
"arising in" jurisdiction would potentially eliminate the
boundaries of "related to" jurisdiction, allowing a party to invoke
the "core" jurisdiction of the bankruptcy court even for claims
that could have no conceivable impact "upon the handling and
administration of the bankrupt estate." In re Boston, 410 F.3d at
105; See also Celotex, 514 U.S. at 308 n.6 ("[B]ankruptcy courts
have no jurisdiction over proceedings that have no effect on the
estate of the debtor."); Collier ¶ 3.01[3][e][iv](noting that a
"but for" test for "arising in" jurisdiction "would surely expand
bankruptcy    jurisdiction    well    beyond    that    which    is
constitutional").


                                - 16 -
            Therefore, a court deciding Appellants' claims on the

merits would only need to perform a state law breach of contract

analysis.       As the district court explained, Appellants' claims

"look like ones that could have arisen entirely outside the

bankruptcy context.     They are essentially employment disputes that

could arise in any asset sale, regardless of whether the sale

involved    a    bankruptcy   proceeding."    Appellants'   claims   are

therefore not merely "framed as state law claims," but are claims

which may be decided solely under Massachusetts law.         See Stoe,

436 F.3d at 218 (holding that state-law action to recover unpaid

severance benefits from officers of former employer did not "arise

in" a bankruptcy case).       See also Marotta Gund Budd & Dzera LLC v.

Costa, 340 B.R. 661, 669 (D.N.H. 2006) (holding that defamation

action is not a proceeding "arising in" a bankruptcy case).7


     7  Our conclusion here is buttressed by the fact that
Appellants filed almost identical claims for breach of the APA
against Steward in Massachusetts state court while this appeal was
pending. See Munger et al. v. Quincy Medical Center, a Steward
Family Hospital, Inc., Civil Action No. 15-2099-C. On October 11,
2016, the state court granted summary judgment for Steward on
Appellants' claims. Id. In deciding the summary judgment motion,
the state court made no reference to any part of the Sale Order
itself, instead relying only on the existence vel non of
Appellants' contractual rights under the APA. Given these facts,
Appellants' claims can hardly "depend upon an interpretation of
the Bankruptcy Court's Sale Order."
     We further note that both parties were remiss in failing to
inform this court of the outcome of the state court proceedings.
The state court's grant of summary judgment does not, however,
moot the question of whether the bankruptcy court had subject
matter jurisdiction over Appellants' claims in federal court.
Rather, if we were to conclude that the bankruptcy court had


                                  - 17 -
           In short, Appellants' claims do not fit into the narrow

category   of   matters   that   "have   no   existence   outside   of   the

bankruptcy," In re Middlesex Power Equip. & Marine, Inc., 292 F.3d

at 68, or that "could only arise in the context of a bankruptcy,"

Stoe, 436 F.3d at 218. Hence, the bankruptcy court did not possess

"arising in" jurisdiction over Appellants' claims.

           AFFIRMED




jurisdiction, the district court on remand would have to address
a number of complex procedural questions, including the potential
preclusive effect of the state court proceedings. However, because
we find that the bankruptcy court lacked subject matter
jurisdiction over Appellants' claims, those issues do not arise.


                                  - 18 -
