Hamilton

Hamilton and Baldwin appeal the Bankruptcy Appellate Panel’s (“BAP”) partial grant of summary judgment in favor of the trustee. Because the BAP’s decision disposed of all claims in the suit, we have jurisdiction under 28 U.S.C. § 158 (d). We reverse and remand for further proceedings.

I.

Geothermal Resources International, Inc. (“GEO”) produces and sells geothermal energy. In 1988 and 1989, the company experienced severe financial difficulties; by the end of 1990, one of GEO’s few significant assets was a 50% equity interest in the East Mesa Project, held by its subsidiary New East Mesa, Ltd. (“NEML”).

Appellant Ronald Baldwin was GEO’s Chief Executive Officer and Chief Financial Officer and served on GEO’s Board of Directors. Appellant Thomas Hamilton was GEO’s General Counsel, Vice President, and Secretary. In 1989, Hamilton informed GEO management that he planned to resign unless GEO increased his salary. Although no GEO employee had ever had a written employment contract, in August, 1989, GEO’s president asked Hamilton to draft written employment agreements for Baldwin, Hamilton, and other Board members.

On November 30, 1989, creditors filed an involuntary Chapter 11…