Re YELLOWSTONE MOUNTAIN CLUB, LLC v. Yellowstone Mountain Club, LLC; Cew Ch Ymc Acquisition, LLC

This disposition is not appropriate for publication and is not precedent*
except as provided by 9th Cir. R. 36-3.
NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
Re YELLOWSTONE MOUNTAIN
CLUB, LLC,
Debtor.,
_________________________________,
ROBERT SUMPTER,
Appellant,
v.
YELLOWSTONE MOUNTAIN CLUB,
LLC; CEW CH YMC ACQUISITION,
LLC,
Appellees,
UNITED STATES TRUSTEE, GREAT
FALLS,
Trustee - Appellee..
No. 10-36066
D.C. No. 2:09-cv-00048-SEH
MEMORANDUM*
Appeal from the United States District Court
for the District of Montana
Sam E. Haddon, District Judge, Presiding
FILED
FEB 16 2012
MOLLY C. DWYER, CLERK
U .S. C OU R T OF APPE ALS

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Argued and Submitted February 8, 2012
Seattle, Washington
Before: SCHROEDER, ALARCÓN, and GOULD, Circuit Judges.
Robert Sumpter (“Sumpter”) appeals the district court’s order affirming a
bankruptcy court’s ruling in the Chapter 11 bankruptcy proceedings of
Yellowstone Mountain Club, LLC and related entities (collectively, “Debtors”).
Sumpter challenges the rejection of his resident membership agreement in the
Yellowstone Mountain Club, a private ski and golf community in Big Sky,
Montana. He contends, under the terms of Debtors’ Second Amended Plan of
Reorganization (the “Plan”), that Debtors were obligated to assume his agreement.
While it is understandable that Sumpter would like to have his resident
membership agreement assumed, the Plan expressly provided that all executory
contracts were deemed rejected except those contracts that were: (1) previously
assumed by Debtors pursuant to an order of the bankruptcy court; (2) the subject of
a motion to assume filed by Debtors; (3) assumed obligations on the Contract
Schedule; or (4) assumed obligations listed in the Member Assumption Schedule.
Sumpter’s membership did not fall into any of these four categories. He was given
adequate notice of the rejection of the agreement. The bankruptcy court, therefore,
did not violate the Plan’s terms when it affirmed Debtors’ rejection. See 11 U.S.C.

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§ 1123(b)(2) (providing that a debtor can assume or reject an executory contract in
the bankruptcy plan). That rejection was an appropriate exercise of business
judgment because Sumpter’s membership agreement was non-standard, in that it
relieved him of any obligation to pay dues in addition to other benefits. See In re
Pomona Valley Med. Grp., 476 F.3d 665, 670–71 (9th Cir. 2007).
AFFIRMED.

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