Woodfield

Blair B. and Marie Z. Woodfield and Parley A. and Deanna Pearce (Debtors) sought discharge in bankruptcy under Chapter 7. A creditor, Emmett Valley Associates (EVA), objected. The bankruptcy court overruled EVA’s objections and the district court affirmed. We reverse.

FACTS

The Debtors as partners operated two “Wendy’s Famous Hamburgers” restaurants in Walla Walla, Washington and La-Grande, Oregon, pursuant to a franchise from Wendy’s International, Inc. On March 10, 1989 the Debtors filed their petitions for bankruptcy under Chapter 7. Within 10 days prior to this date the Debtors had formed a new corporation, Quality Foods, Inc. (QFI), in which they each held a 50 percent interest. To this corporation they then transferred the franchise operating rights to Wendy’s Restaurant of La-Grande, Oregon and Wendy’s Restaurant of Walla Walla, Washington; the' equipment and fixtures used in the operation of those restaurants valued at $40,000; and the inventory and restaurant supplies valued at $11,000 at the time of transfer. Pursuant to ORS 76.1050 they gave their creditors a “Notice of Bulk Transfer” of these transactions. They received the stock of QFI in exchange for the assets…

I concur in the majority’s conclusion that both the bankruptcy court and the district court clearly erred in holding the debtor’s intent was not fraudulent, and I write only to express my concern about the undesirable manner in which the bankruptcy court’s opinion was prepared. In sum, it was entirely the work of counsel for the debtors, and it was signed and adopted by the court without any input from counsel for EVA. The rule in this circuit is that we review a trial court’s findings of fact for clear error. However, where a judge announces generally a decision and leaves it to counsel for the prevailing party to draft an opinion, we subject such an opinion to “careful scrutiny.” L.K. Comstock & Co. v. United Eng. & Constructors Inc., 880 F.2d 219 (9th Cir.1989) (“Comstock”). This *520 rule casts a shadow on the bankruptcy court’s and the district court’s findings of fact in this case, and the offending opinion amply illustrates the wisdom of our cautionary rule.

With all respect, the bankruptcy judge’s opinion, ghosted by the debtors’ counsel, reads as a whole more like an advocacy piece for them than a considered judicial product. It inappropriately glosses over the important…