Lowery

I. Background

This case arises out of a bankruptcy court order in 2001 awarding $206,317.60 to Channel Communications, Inc. and John Price from the estate of Cellular 101, for attorneys’ fees and costs incurred in connection with Cellular 101’s Chapter 11 proceedings. The details of that award are not necessary for resolution of the current appeal, but some understanding of the relationship among the players and the genesis of the award may be helpful.

As its name suggests, Cellular 101 sold wireless telephone services and equipment in Santa Barbara, California. It did so as an agent of Channel, which was an authorized AT&T wire- less services dealer. Cellular 101 was thus a subdealer of AT&T wireless services in the area. At the time the relevant events began, Channel was entirely owned by John Price and his wife. Cellular 101 had a right of first refusal if Price sold Channel.

IN RE: CELLULAR 101 11315

AT&T sought to terminate its contract with Channel, com- plaining that Channel and Cellular 101 engaged in improper business practices. To resolve their dispute, Price and AT&T agreed that Price would sell a controlling interest in Channel to AT&T. AT&T and…