dissenting:

I submit that the tax allocations ordered by the bankruptcy court in this case are not permitted by United States v. Energy Resources Co., 495 U.S. 545 , 110 S.Ct. 2139 , 109 L.Ed.2d 580 (1990) and the bankruptcy court therefore was without jurisdiction.

The Creditors Committee’s First Amended Plan of Reorganization recognized the fact that the ski lifts operated by the debtor corporation had been removed and it was no longer possible for the debtor to operate or reorganize.

The only course of action available was a complete liquidation of the debtor and sale of all assets to an adjoining ski resort (Alpine Meadows Ski Corporation). The sales agreement with Alpine, dated 1984, provided that if Alpine resold the Deer Park assets within five years, Alpine would pay Deer Park 50% of the sales price exceeding $275,000 (Alpine’s purchase price for Deer Park). It also provided that, if within 10 years, a part of the Deer Park property was used for downhill skiing, Alpine would pay additional compensation based on net receipts, except that if any part was used for downhill skiing from the existing Alpine Meadows area, then additional compensation would not be paid. This exception negated any possibility of additional compensation because the only way the skiers could reach the area was by Alpine’s ski lifts.

The sole evidence introduced requesting the bankruptcy court to reallocate funds previously received from the sale of the Deer Park assets was a self serving declaration of Mr. Stoll, the president of the debtor corporation, in which he states, “It is necessary for the success of the reorganization plan that it be amended to include the direction for application of tax payments first to trust fund portions of tax due in order to carry out the implicit understanding I have had with the Creditors Committee regarding my continued service without compensation.” The Creditors Committee in its statement in support of the reallocation of the funds already received, admitted that its purpose was to do all that it could so that Mr. Stoll would not have any tax debt as an officer of the debtor corporation.

*1485 The bankruptcy court, in issuing the reallocation order, stated that its purpose was to see that Mr. Stoll’s personal liability regarding the trust fund was discharged. What the ' bankruptcy judge intended to do and did was to discharge a responsible person’s liability under § 6672 of the Internal Revenue Code when the bankruptcy code specifically provides that such liability is not dischargeable. In Re Ribs-R-Us, 828 F.2d 199, 201 (3rd Cir.1987).

In Energy Resources the Supreme Court emphasized repeatedly that an allocation order must be necessary to the reorganization plan’s success if it is to be ordered. There is absolutely no evidence that relieving Mr. Stoll of his personal liability to pay the trust funds would cause Alpine Meadows to reopen Deer Park. To believe otherwise is to believe (without any evidence or knowledge) that Alpine Meadows would follow the advice given by the president of a company that was forced to close its skiing operations when this president was the officer responsible for the misapplication of trust funds. Such analysis without any evidence, defies ordinary business sense. The fact is that, in this case, there was no debtor to be reorganized. All of its assets were sold and there was no business to continue. This was a liquidation and not a reorganization, and Energy Resources is not applicable.

The purpose of a business reorganization is to “restructure a business’s finances so that it may continue to operate, provide its employees with jobs, pay its creditors, and produce a return for its stockholders.” H.R.Rep. No. 595, 95th Cong., 2nd Sess. 220, reprinted in 1978 U.S.C.C.A.N. 5787, 5963, 6179. See also In Re De Laurentiis Entertainment Grp. Inc., 963 F.2d 1269, 1274 (9th Cir.), cert. denied, — U.S. -, 113 S.Ct. 330 , 121 L.Ed.2d 249 (1992) (purpose of Chapter 11 is to discharge debtors from their debts so that they can continue in business and pay creditors from available funds); In Re Gonic Realty Trust, 909 F.2d 624, 627 (1st Cir.1990) (purpose of Bankruptcy Code is to encourage financial restructuring, pay creditors, preserve jobs and protect shareholders’ interests).

v The bankruptcy court’s reallocation serves neither Deer Park’s estate, employees, creditors or stockholders. Instead, the reallocation merely benefits Mr. Stoll. He is relieved of all personal liability for payment of the taxes. Chapter 11 is not intended to benefit such interested third parties. In Re Humble Place Joint Venture, 936 F.2d 814, 818 (5th Cir,1991) (bankruptcy court’s finding that purpose of Chapter 11 is to “cleanse the .partners of their liability” was impermissible; fate of partners is irrelevant).

Therefore, I DISSENT.