Wilmington Trust v. Boh Park Highlands NV, L.P. (In Re November 2005 Land Investors, LLC)

MEMORANDUM

Appellant BOH Park Highlands NV, L.P. (“BOH”) and Appellee Wilmington Trust, National Association (“Wilmington”) dispute the value of BOH’s interest in the proceeds from the sale of a property in bankruptcy court. BOH argues that the contract between the parties — the Conditional Repayment and Funding Agreement (“CRFA”) — entitles it to approximately $4.9 million of the proceeds. BOH also argues that 11 U.S.C. § 363 (e) entitles it to adequate protection of its interest in the property, which the bankruptcy court failed to provide. Wilmington responds that the CRFA only creates a contingent interest. Because BOH’s right to payment was not triggered by the sale of the prop erty, BOH’s contingent interest under the CRFA is worthless. The bankruptcy court and district court both agreed with Wilmington, granting summary judgment in its favor. We have jurisdiction under 28 U.S.C. § 158 (d)(1) and we affirm.

I.

“We review de novo the district court’s decision on an appeal from a bankruptcy court.” Barclay v. Mackenzie (In re AFI Holding, Inc.), 525 F.3d 700, 702 (9th Cir.2008) (citing In re Raintree Healthcare Corp., 431 F.3d 685, 687 (9th Cir.2005)). We also review de…