                                                       United States Court of Appeals
                                                                Fifth Circuit
                                                             F I L E D
               IN THE UNITED STATES COURT OF APPEALS        December 6, 2005

                        FOR THE FIFTH CIRCUIT            Charles R. Fulbruge III
                                                                 Clerk
                        _____________________

                             No. 05-20078
                        _____________________

MARVIN GOLDFARB, ET. AL.
                    Plaintiffs

     v.

EL PASO CORPORATION, ET. AL.
                    Defendants

EL PASO CORPORATION
                      Defendant - Appellee

     v.

MAX COHEN
                      Appellant

________________________________________________________________

           Appeal from the United States District Court
                for the Southern District of Texas
                         No. 4:04-CV-3443
_________________________________________________________________

Before KING, Chief Judge, and BARKSDALE and PRADO, Circuit
Judges.

PER CURIAM:*

     This is an appeal from the district court’s order staying a

pending state court proceeding.   On December 9, 2004, the

district court entered an order, which provided, in full, that


     *
        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that this opinion should not be published and is not precedent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.
“[t]he action in Delaware court called Max Cohen v. El Paso

Corporation, Civil Action 551-N (Del. Ch. Ct.) is stayed.”

Before issuing its order, the district court did not provide

notice and a hearing to appellant Max Cohen as required by FED.

R. CIV. P. 65(a)(1).   See Williams v. McKeithen, 939 F.2d 1100,

1105 (5th Cir. 1991) (noting that 65(a)(1)’s notice requirement

implies “‘a hearing in which the [parties are] given a fair

opportunity to oppose the application and to prepare for such

opposition’” (quoting Granny Goose Foods, Inc. v. Bhd. of

Teamsters & Auto Truck Drivers Local No. 70 of Alameda County,

415 U.S. 423, 433 n.7 (1974))).   The district court also did not

set forth any findings of fact or conclusions of law in granting

the preliminary injunction as required by FED. R. CIV. P. 52(a).

     We agree with the parties that the appropriate procedure in

this case is to remand the case to the district court with

instructions that the district court provide notice and a hearing

as required by FED. R. CIV. P. 65(a)(1) and enter the necessary

findings of fact and conclusions of law as required by FED. R.

CIV. P. 52(a).

     REMANDED.   The preliminary injunction currently in place is

hereby VACATED on the earlier of the date of the district court’s

new order or at the close of business on March 3, 2006.   The

mandate shall issue forthwith.




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