In re Tippett

Decision Date04 September 2008
Docket NumberNo. 06-15411.,06-15411.
Citation542 F.3d 684
PartiesIn the Matter of Craig L. TIPPETT; Christine L. Tippett, Debtors, Michael F. Burkart, Chapter 7 Trustee, Appellant, v. Seitu O. Coleman; Irwin Mortgage Company, Appellees.
CourtU.S. Court of Appeals — Ninth Circuit

Gregory J. Hughes, Hughes & Pritchard, LLP, Roseville, CA, for appellant.

Mary E. Olden, McDonough, Holland & Allen PC, Sacramento, CA, for appellees.

James A. Tiemstra, Oakland, CA, for amicus curiae.

Appeal from the Ninth Circuit Bankruptcy Appellate Panel; Brandt, Marlar, and Smith, Bankruptcy Judges, Presiding. BAP No. EC-05-01087-BMaS.

Before: B. FLETCHER, WILLIAM C. CANBY, JR., and JOHNNIE B. RAWLINSON, Circuit Judges.

OPINION

CANBY, Circuit Judge:

After filing a joint Chapter 7 petition in bankruptcy and without authorization, Craig L. Tippett and Christine L. Tippett retained a realtor and sold their homestead in Sacramento County, California to Seitu O. Coleman. The Trustee in bankruptcy had not recorded the Tippetts' Chapter 7 petition in the office of the Sacramento County Recorder, and the Tippetts did not reveal their bankruptcy to their realtor or to Coleman. It is undisputed that Coleman is a bona fide purchaser under California law. The Trustee filed an adversary proceeding seeking, inter alia, to quiet title to the residence in the bankruptcy estate. The bankruptcy court ruled in favor of the Trustee. On appeal, the Bankruptcy Appellate Panel ("BAP") reversed and entered judgment in favor of Coleman and his purchase-money lenders. We now hold that the Bankruptcy Code does not preempt California's bona fide purchaser statute as it applies to this transaction. In addition, we adhere to the established proposition that the automatic stay triggered by a debtor's bankruptcy petition does not void transfers of estate property initiated by the debtor. We therefore affirm the BAP's decision in favor of the bona fide purchaser and his lenders.

BACKGROUND

In May 2001, the Tippetts filed a joint Chapter 7 petition. Appellant Michael Burkart was appointed trustee. In their petition, the Tippetts listed their residence as having a market value of $140,000 and two liens against it totaling $134,958. After amendment, the Tippetts claimed an exemption in the residence of $1,530. No one recorded the Tippetts' Chapter 7 petition or any notice of bankruptcy with the office of the Sacramento County Recorder.

The Trustee did not abandon the bankruptcy estate's interest in the residence, and the Tippetts continued to occupy the premises until the purported sale to Coleman. In November 2002, the Tippetts, without authorization and without disclosing their bankruptcy, listed the residence for sale through a real estate broker for $230,000. At about the same time, and without knowing of these events, the Trustee wrote to the Tippetts' attorney requesting their cooperation in marketing the residence because he believed that there might be equity available for unsecured creditors because of the general appreciation in value of real estate in the area. He sent a copy of his letter to the Tippetts. There is nothing in the record evidencing any further communication between the Tippetts and the Trustee.

In April 2003, Coleman, whom all parties agree is a bona fide purchaser without notice of the bankruptcy proceedings,1 bought the residence for $225,000. Coleman signed a purchase money note in favor of Irwin Mortgage Corporation for $221,865, secured by a first deed of trust on the residence. The deed of trust was duly recorded. In addition, Coleman signed a second purchase money note in favor of California Rural Home Mortgage Finance Authority in the amount of $6,900. This deed of trust was also duly recorded. After $130,557.90 in pre-petition encumbrances was paid from the escrow account, the Tippetts received net proceeds of $76,582.76, exceeding both their claimed homestead exemption and any other exemption available to them.

The Trustee filed an adversary proceeding against the Tippetts, Coleman, and the lenders, seeking to recover the sale proceeds under 11 U.S.C. § 542, avoid the lenders' liens, and quiet title. The Trustee also sought to revoke the Tippetts' discharge for knowingly and fraudulently selling an asset of the estate and retaining the net proceeds under 11 U.S.C. § 727(d)(2).

The bankruptcy court bifurcated the quiet title and discharge revocation proceedings. After trial of the quiet title action on stipulated facts, the bankruptcy court held that the Tippetts' grant deed and the lenders' liens were void ab initio as violations of the automatic stay provided by 11 U.S.C. § 362. The court rejected other asserted alternatives and defenses and quieted title in the Trustee. The bankruptcy court, however, granted the lenders an equitable lien against the residence in the amount of $130,557.90 to be paid out of ultimate sale proceeds.

On appeal from the bankruptcy court's final judgment, the BAP held that the Tippetts' unauthorized transfer of the Residence to Coleman did not violate the automatic stay. The transfer therefore was not utterly void. The BAP pointed out that a Trustee can avoid unauthorized transfers by debtors under 11 U.S.C. § 549(a), but that this provision was of no use to the Trustee here because it includes a defense for bona fide purchasers. See § 549(c). Accordingly, the BAP reversed the bankruptcy court's judgment and remanded for entry of judgment in favor of Coleman and his lenders. The Trustee appealed.

DISCUSSION

We review de novo a decision of the BAP. Salazar v. McDonald (In re Salazar), 430 F.3d 992, 994 (9th Cir.2005). Because the bankruptcy court tried this matter on a joint statement of undisputed facts submitted by the parties, the only disputed questions are legal. Accordingly, de novo review applies to all questions before the court. The issues for decision are: (1) whether the Tippetts' post-petition deed could convey a property interest in the residence to Coleman; (2) whether the federal Bankruptcy Code preempts the California statute protecting bona fide purchasers as applied to purchasers from a debtor in bankruptcy; and (3) whether the automatic stay voids the Tippetts' purported sale of the residence to Coleman.

I. The Effectiveness of the Tippetts' Deed to Coleman

Upon the filing of a petition in bankruptcy, all of the Tippetts' property became vested in the bankruptcy estate. See 11 U.S.C. § 541. From this unassailable principle, the Trustee argues that the Tippetts' deed to Coleman has no effect because the Tippetts had no property to convey. This argument misunderstands the operation of the California bona fide purchaser statute. The design of this statute is to give effect to a conveyance when the record owner's title is defective because of a prior unrecorded conveyance. The statute renders an unrecorded conveyance void as to subsequent bona fide purchasers who record their title first. Cal. Civ.Code § 1214. The transfer of the Tippetts' residence to the bankruptcy estate was just such an unrecorded conveyance, and is void as to Coleman, a good faith purchaser for value who duly recorded his purchase. See id. There can be no question, therefore, that, if the California statute applies, the transfer to Coleman is effective, despite the absence of a property interest in the Tippetts.

Our conclusion is unaffected by two cases the Trustee offers in support of his argument: Finalco Inc. v. Roosevelt (In re Roosevelt), 87 F.3d 311, as amended, 98 F.3d 1169 (9th Cir.1996), and Palm v. Klapperman (In re Cady), 266 B.R. 172 (9th Cir. BAP 2001), aff'd, 315 F.3d 1121(9th Cir.2003). In both cases the courts determined that a debtor retained no interest in property following a particular property transfer, but the determinations were made for wholly different purposes and did not involve the validity of a transfer by a debtor to a bona fide purchaser. These cases are not inconsistent with our decision today.2

II. Federal Field-Preemption of California's Bona Fide Purchaser Statute

We next consider whether the Bankruptcy Code occupies the field of title transfers initiated by Chapter 7 debtors and accordingly preempts California's statute protecting bona fide purchasers such as Coleman.3 We conclude that it does not. In general, "[a]bsent explicit pre-emptive language, ... field pre-emption [occurs] where the scheme of federal regulation is so pervasive as to make reasonable the inference that Congress left no room for the States to supplement it." Gade v. Nat'l Solid Wastes Mgmt. Ass'n, 505 U.S. 88, 98, 112 S.Ct. 2374, 120 L.Ed.2d 73 (1992) (internal quotation marks and citation omitted). As we recently explained, "[t]here can be no doubt that federal bankruptcy law is pervasive and involves a federal interest so dominant as to preclude enforcement of state laws on the same subject"—namely, the subject of bankruptcy. Sherwood Partners, Inc. v. Lycos, Inc., 394 F.3d 1198, 1201 (9th Cir. 2005) (internal quotation marks omitted). "At the same time, federal law coexists peaceably with, and often expressly incorporates, state laws regulating the rights and obligations of debtors (or their assignees) and creditors." Id. (citing 11 U.S.C. §§ 522(b)(2), 544(b), 543(d)(2)).

To decide whether Coleman may claim the protection of the California statute, then, we "must consider the essential goals and purposes of federal bankruptcy law, and then determine whether [Cal. Civ. Code § 1214] is consistent with them." Id. at 1202. Throughout this inquiry, we are mindful that "an essential state interest is at issue ... in the security of the titles to real estate" and that, consequently, "the federal statutory purpose must be clear and manifest." BFP v. Resolution Trust Corp., 511 U.S. 531, 544, 114 S.Ct. 1757, 128 L.Ed.2d 556 (1994) (internal quotation marks and citations omitted).

We begin with the "essential goals and purposes of federal bankruptcy law."...

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