Maitland

These consolidated appeals arose out of a trustee’s sale of the assets of a company in bankruptcy. When the company proved to be less profitable than the purchasers had anticipated, they sued the trastee in state court. The trustee removed the action to federal district court, which in turn referred the case to the bankruptcy court. The bankruptcy court entered summary judgment in favor of the trustee on the purchasers’ claims and in favor of the purchasers on the trustee’s counterclaims. The district court affirmed the bankruptcy court’s rulings, and both sides have appealed. We have jurisdiction under 28 U.S.C. § 158 (d), and we affirm in part, reverse in part, and remand.

FACTS AND PRIOR PROCEEDINGS

Harris Pine Mills (“HPM”), an Oregon corporation, was a wood products conglomerate with annual gross sales during the early 1980s in excess of $50 million. HPM consisted of four divisions: (1) Logging — HPM owned timberlands in the Pacific Northwest, conducted extensive logging operations, and owned and operated a sawmill; (2) Retail— HPM owned and operated Harris Building Supply, a hardware store; (3) Furniture— HPM owned and operated several pine furniture manufacturing plants,…