Full opinion text
BRISCOE, Chief Judge. 1. INTRODUCTION The three cases before us arise from bankruptcy proceedings initiated by debtor Steve Zimmer Paige in 2005. The parties driving the litigation are Search Market Direct, Inc. (SMDI) and Consumerlnfo.com (Consumerlnfo). Both seek control of the internet domain name “freecreditscore.com” (the Domain Name), which once belonged to Paige. SMDI purchased the Domain Name from a third party shortly after Paige filed for bankruptcy. In May 2006, the estate’s trustee, Gary E. Jubber (the Trustee), instituted an Adversary Proceeding (AP) to recover it. In December 2006, the bankruptcy court entered a Sale Order approving an Asset Purchase Agreement (APA) under which, inter alia, Consumerlnfo agreed to provide funds to repay the estate’s creditors and litigate the AP in exchange for the estate’s promise to give Consumerlnfo the Domain Name if it was recovered. In 2007, the parties proposed competing Chapter 11 plans for the estate. The bankruptcy court denied confirmation of the plan SMDI proposed (the SMDI Plan), under which the Adversary Proceeding would have been settled and SMDI would have kept the Domain Name. The court instead confirmed a Joint Chapter 11 Plan (the Joint Plan) supported by Consumerlnfo and the Trustee. Under the Joint Plan, the Adversary Proceeding was transferred to a Liquidating Trust which continued to litigate it for the estate and Consumerlnfo. The bankruptcy court resolved the Adversary Proceeding in the Liquidating Trustee’s favor in 2009. The Liquidating Trustee transferred the Domain Name to Consumerlnfo and the Joint Plan was otherwise substantially consummated. With the exception of a few claims that Consumerlnfo voluntarily subordinated, all of Paige’s creditors have been paid in full, with interest. Over objections from SMDI, the Trustee and his law firm have received compensation for their work on behalf of the estate. We begin this opinion with a brief overview of the issues we resolve today. We then summarize the factual and procedural history underlying SMDI’s three appeals. Finally, we consider and reject SMDI’s arguments for reversing the bankruptcy court’s confirmation of the Joint Plan, for depriving Consumerlnfo of the Domain Name, and for denying the Trustee and his firm certain fees. A. Confirmation Appeal In the Confirmation Appeal, we are concerned with the bankruptcy court’s memorandum decision of November 13, 2007, in which it confirmed the Joint Plan and refused to confirm SMDI’s competing plan. The Joint Plan was designed to ensure that Consumerlnfo would receive the Domain Name if the estate’s claim triumphed in the Adversary Proceeding, while SMDI’s competing plan would have settled the Adversary Proceeding and allowed SMDI to keep the Domain Name. SMDI appealed the bankruptcy court’s judgment to the district court, which dismissed SMDI’s appeal in 2008 on mootness grounds. We reversed that dismissal in 2009. See Search Market Direct, Inc. v. Jubber (In re Paige), 584 F.3d 1327 (10th Cir.2009). On remand, the district court affirmed the confirmation of the Joint Plan. Because only one plan could be implemented, the court declined to address whether SMDI’s plan was also confirmable. SMDI appeals the district court’s decision. SMDI argues that the Joint Plan did not meet the confirmation requirements of 11 U.S.C. § 1129 because it was not proposed in good faith and was not fair and equitable. SMDI also argues that its own plan did satisfy § 1129 and should have been confirmed. B. Adversary Appeal In 2009, the bankruptcy court resolved the Adversary Proceeding in favor of the Liquidating Trustee and against SMDI, ruling that the Domain Name remained at all relevant times the property of the estate. Any post-petition transfers, the court held, were void because they violated the automatic stay and also constituted conversion under Utah state law. SMDI sought a stay of the bankruptcy court’s judgment pending appeal. When no stay was granted, the Domain Name was transferred to the Liquidating Trust, which then turned it over to Consumerlnfo. The district court affirmed the bankruptcy court’s judgment on the merits. It also affirmed on the alternative basis that SMDI’s appeal was moot because the sale of the Domain Name to Consumerlnfo could not be undone. In the Adversary Appeal, SMDI raises five issues. SMDI argues that the bankruptcy court and district court erred in granting judgment for the estate for four reasons: (1) because the Liquidating Trust and Consumerlnfo lacked standing to prosecute the Adversary Proceeding; (2) because a domain name is not tangible property but rather a contract right, which could not be the subject of a conversion claim under Utah law and which, in any event, expired prior to trial; (3) because turnover of the Domain Name was not available as a remedy; and (4) because the estate and Consumerlnfo’s conversion claim in the Adversary Proceeding was preempted by federal bankruptcy law. Finally, SMDI argues (5) that the district court erred in concluding that its appeal was moot. C. Fee Appeal Under the court-approved APA, Consumerlnfo provided the estate with money to pay the fees that the Trustee and his law firm incurred in prosecuting the Adversary Proceeding. Although both SMDI and Consumerlnfo acquired minor claims against the estate early in the bankruptcy proceedings so that they would have standing to propose Chapter 11 plans, Consumerlnfo subsequently acquired much larger claims against the estate in early 2007. SMDI has argued since that time that the Trustee had a conflict of interest because he was evaluating Consumerlnfo’s disputed claims while Consumerlnfo was paying his fees. Accordingly, SMDI has objected to payment of the Trustee and his law firm for much of their work on behalf of the estate. The bankruptcy court entered an order granting the fees, which SMDI appealed. The Bankruptcy Appellate Panel of the Tenth Circuit (BAP) dismissed the appeal for lack of jurisdiction, concluding that SMDI “ha[d] no direct pecuniary interest in the reversal of the Fee Order” and therefore did not have standing to challenge it. Search Market Direct, Inc. v. Jubber (In re Paige), 438 B.R. 355, 2010 WL 3699747, at *1 (B.A.P. 10th Cir. Sept. 15, 2010) (unpublished). The BAP denied SMDI’s motion for rehearing. Search Market Direct, Inc. v. Jubber (In re Paige), No. 08-62, slip op. at 8 (B.A.P. 10th Cir. Nov. 23, 2010). In the Fee Appeal, SMDI appeals the BAP’s decisions, arguing that it did have standing to object to the fees of the Trustee and his firm. D. Overview of Legal Conclusions We exercise jurisdiction over these cases under 28 U.S.C. § 158(d)(1) and affirm the decisions of the district court and Bankruptcy Appellate Panel upholding the bankruptcy court’s judgments and fee order. With regard to the Confirmation Appeal, we hold that the Joint Plan was proposed in good faith, that the Trustee was disinterested, and that the Joint Plan was fair and equitable. We also agree with the bankruptcy court that SMDI’s plan could not have been confirmed because it was not feasible. We reverse the district court’s ruling that the Adversary Appeal is moot, but we uphold its affirmance of the bankruptcy court’s judgment on the grounds that the automatic stay was violated and turnover of the Domain Name was an appropriate remedy. Accordingly, we decline to address whether the bankruptcy court appropriately relied on a conversion theory under Utah law. Because we conclude that the Trustee was disinterested, we see no reason to deprive him or his firm of their fees. We do not reach the question of SMDI’s standing in the Fee Appeal because, in light of our other conclusions, it is moot. II. BACKGROUND A. General Background The factual background underlying these cases is lengthy and complicated. We will summarize the history relevant to all three appeals here and discuss additional background below as necessary. 1. Pre-Bankruptcy History In 2000, Steve Zimmer Paige paid Network Solutions, Inc., $70 to register the Domain Name for a three-year period. Paige, 413 B.R. at 889. He renewed this registration in 2003 for $75. Id. at 890. In the two years that followed, Paige formed several credit-repair businesses, including CCS, LLC, and CCS Financial, Inc., and became involved in a joint venture with a credit-repair company called Citizens Credit Bureau, Inc. (CCB). Id. at 889-90. Although Paige transferred registration of the Domain Name to a third party in June 2005, he continued to personally own and control it thereafter. Id. at 912. 2. Paige Files for Bankruptcy In September 2005, after the failure of one of his credit-repair business endeavors, Paige filed for Chapter 7 bankruptcy. Id. at 891. Jubber was appointed trustee for the estate. Initially, Paige did not list the Domain Name as an asset, and he had no other assets of note. In December 2005, however, an anonymous tipster notified the Trustee that Paige might have an interest in the Domain Name. Id. at 896. 3. The Trustee Begins an Adversary Proceeding to Recover the Domain Name The Trustee determined that the Domain Name had been transferred several times after Paige had declared bankruptcy. Ultimately, Stephen May had purchased the Domain Name in an online auction for $350,000. Id. at 898. He had then transferred the registration to SMDI, which licensed its use to another company May owned, Magnet Media, Inc. Id. at 899. Magnet Media quickly began to earn “significant daily revenues” using the Domain Name. Id. The Trustee asserted that any post-petition transfers of the Domain Name were void and demanded that May return it. When he refused, the Trustee began the Adversary Proceeding on behalf of Paige’s estate. Id. May, SMDI, and Magnet Media were among the defendants. 4. The Trustee Seeks to Sell the Estate’s Interest in the Domain Name Paige’s estate lacked resources to fund litigation of the AP. To raise money for this purpose and to pay the estate’s creditors, the Trustee sought to sell an interest in the AP and any rights to the Domain Name that the estate might acquire. See In re Paige, No. 05-34474, slip op. at 2, 2006 WL 4846378 (Bankr.D.Utah Dec. 8, 2006). An auction was held in September 2006, at which the only bidders were SMDI and one of its competitors in the credit services industry, Consumerlnfo. Consumerlnfo prevailed with a bid of $1.5 million, but the parties apparently continued to submit bids after the auction closed. Id. at 2. While bidding and negotiations continued over the following months, several important developments took place. 5. Conversion to Chapter 11 First, the bankruptcy court granted a motion by Paige to convert the Chapter 7 case to one under Chapter 11. Id. at 3. The Trustee filed a motion to reconvert the case, which the court denied. The court instead appointed the former Chapter 7 trustee, Gary Jubber, as trustee for the estate under Chapter 11. Id. 6. Communications Between Consumerlnfo and the Debtor Second, Paige engaged in various communications with Consumerlnfo’s counsel without the knowledge of Paige’s own attorney, Noel Hyde. In re Paige, 2007 WL 4143212, at *3-4 (Bankr.D.Utah Nov. 13, 2007). Paige had led SMDI to believe that he would propose a joint Chapter 11 plan with SMDI. Nonetheless, against Hyde’s advice and without his knowledge, Paige repeatedly contacted Consumerlnfo’s attorneys, apparently seeking money or some sort of consulting job with Consumerlnfo. Id. at *11. He also told Consumerlnfo that he was not represented, and ultimately convinced Consumerlnfo to pay $20,000 to obtain new counsel for him. Id. at *3. Meanwhile, he stopped communicating with Hyde or with SMDI. In early December 2006, Hyde withdrew as Paige’s counsel and a new attorney, paid by Consumerlnfo, took his place. Id. 7. Consumerlnfo and SMDI Acquire Claims Against the Estate Third, both SMDI and Consumerlnfo purchased claims against the estate in order to gain standing to propose Chapter 11 plans. Id. at *2, 4. SMDI also acquired Paige’s “residual interest in his bankruptcy estate consisting of any money or property that is returned, distributed, or abandoned to him through the administration of the case.” Conf.App., Aplt. App’x at 146. 8. The Trustee Moves for Court Approval of a Sale to Consumerlnfo On November 14, 2006, the bankruptcy court held a hearing on the Trustee’s motion to sell Consumerlnfo the estate’s rights to the Domain Name and a co-interest in the AP for $1.9 million. Paige, No. 05-34474, slip op. at 4. Although SMDI had counter-offered to settle the AP with the estate for $1.9 million, the Trustee stated that he preferred Consumerlnfo’s offer because Consumerlnfo was able to pay the full sum immediately. Id. SMDI, by contrast, could only pay $1.2 million up front and wished to pay the remaining $700,000 over several months. Id. The Trustee expressed uncertainty that SMDI would be able to make these payments. Id. The APA that ConsumerInfo proposed included the following key terms: a.Purchase Price Consumerlnfo agreed to contribute two sums of money to the estate. First, it would immediately pay $1.9 million into the estate (the Funds). APA § 1.4. Second, it would contribute up to $200,000 “on an as incurred basis” toward the Trustee’s “reasonable costs and expenses” in litigating the AP. APA § 1.6. b.The Adversary Proceeding In exchange, Consumerlnfo received “a co-interest in the Pending Adversary.” APA § 1.1. The estate agreed that the Trustee would “prosecute the Pending Adversary in good faith.” APA § 1.5; see also APA § 1.6 (stating that Trustee agreed to “diligently prosecute the Pending Adversary ... where he believes he has a good faith basis for doing so”). The Trustee further agreed that he would “reasonably consult with [Consumerlnfo] regarding prosecution of the Pending Adversary.” APA § 1.5. The APA allowed that the “Trustee in his reasonable business discretion can settle or otherwise compromise the Pending Adversary,” but before settling, the Trustee had to (1) consult with ConsumeiTnfo; (2) obtain bankruptcy court approval for any settlement; and (3) give ConsumeiTnfo the opportunity to object to or overbid any settlement. APA § 1.5. If the Trustee did settle, he agreed that the estate would immediately refund $1,825,000 of the $1.9 million to Consumerlnfo. The estate would keep the remaining $75,000. APA § 1.5. c.The Domain Name The estate agreed to sell Consumerlnfo “all of [the estate’s] right, title and interest, if any, in and to, and relating in any way to, the Domain Name, whether now owned or acquired at any [later] time.” APA § 1.1. In addition, the estate agreed that if it recovered money damages in the Adversary Proceeding or any action relating to the Domain Name, it would pay 25% of those recoveries to ConsumerInfo. APA § 1.1(d). d.Closings The APA contemplated two closings. At an “Initial Closing,” Consumerlnfo would deliver the $1.9 million to the estate and would receive a co-interest in the Adversary Proceeding and a 25% interest in the monetary recoveries. APA § 8.2(a). At a “Subsequent Closing,” the estate was to transfer the Domain Name to Consumerlnfo for no further consideration. APA § 8.2(b). The Subsequent Closing was to occur within ten business days following a “final and nonappealable order” determining that the estate owned the Domain Name. The APA allowed Consumerlnfo to waive this provision and accelerate the closing “so long as there is no stay pending appeal in effect at the time.” APA § 8.1. e.Chapter 11 Plans Finally, the Trustee agreed in the APA to file a liquidating Chapter 11 plan consistent with the APA and to oppose any plan inconsistent with the APA if he could do so in good faith. APA § 1.7. 9. Following a Hearing, the Bankruptcy Court Approves the APA in the Sale Order Over SMDI’s objection, the bankruptcy court entered a Sale Order approving the APA. Paige, No. 05-34474, slip op. at 5. With regard to the Trustee’s preference for Consumerlnfo’s offer over SMDI’s, the court noted that it gave “significant deference” to the Trustee and his “business judgment discretion.” Id. at 11. It speeifically stated “SMDI has presented no evidence to suggest that the Trustee’s business judgment in this case is tainted or in any way conflicted.” Id. The court, however, expressed “grave concerns” with Consumerlnfo’s contacts with Paige and its payment of Paige’s attorney’s retainer. Id. at 5 n. 3. Nonetheless, it concluded that the evidence presented on the issue was vague and did not preclude approval of the APA. Id. SMDI did not appeal the court’s Sale Order. 10. Consumerlnfo Acquires the CCB Claims As noted above, both SMDI and Consumerlnfo purchased nominal claims against the estate during the early stages of Paige’s bankruptcy in order to gain standing as creditors of the estate to propose Chapter 11 plans. In January 2007, Consumerlnfo acquired significantly larger claims from CCB, which was a creditor of Paige’s estate (the CCB Claims). From 2003 to 2005, Paige was a director, officer, and co-owner of CCB. Fee Appeal (Fee App.), Supp. Aplee. App’x at 97-107. The company utilized the Domain Name and developed a website which allowed users to estimate their credit score. Id. at 98. In October 2006, CCB filed a proof of claim against the estate for substantial expenses it had incurred in the development of the Domain Name. CCB amended the amount of this unsecured claim, Claim 27-2, to $131,180.00 in January 2007. See Fee App., Aplt. App’x at 204-06. Shortly thereafter, Consumerlnfo bought Claim 27-2 from CCB. Consumerlnfo also purchased any and all other interests in the Domain Name that CCB might have. Paige, 2007 WL 4143212, at *4. On January 31, 2007, Consumerlnfo filed Claim 42-1, in which it asserted a secured claim in the amount of $2.1 million, as well as a constructive trust and beneficial ownership of the Domain Name, based on the rights Consumerlnfo had acquired from CCB. Fee App., Aplt. App’x at 207-08. Claim 42-1 was based on several different theories. Consumerlnfo alleged conversion — that Paige had unlawfully taken CCB’s interest in the Domain Name. Fee App., Aplee. Supp. App’x at 101. It also alleged that Paige had breached his fiduciary duty to CCB when he sold the Domain Name for his own gain without offering his corporation the opportunity to purchase it. Id. at 104. Finally, like Claim 27-2, Claim 42-1 asserted unjust enrichment based on the money CCB had expended on the Domain Name’s development. Id. at 106. With those claims, Consumerlnfo became simultaneously (1) the largest creditor of the estate; (2) the source of funding for the estate, the Trustee, and the Trustee’s law firm in the AP; and (3) the holder of a claim to ownership of the Domain Name that conflicted with the estate’s claim to it in the AP. This was, the district court aptly noted, an “awkward development in the case.” Search Market Direct, Inc. v. Jubber (In re Paige), 439 B.R. 786, 794 (D.Utah 2010). Several other odd developments followed. First, SMDI sought Consumerlnfo’s joinder as a necessary party in the AP, arguing that Claim 42-1 was directly adverse to the estate’s claim to the Domain Name. SMDI also asked the Trustee to object to Consumerlnfo’s claims, and then itself sought to object when he refused. Conf. App., Aplt. Br. at 13, 16. The bankruptcy court ruled that SMDI lacked standing to do so because the Trustee was responsible for handling claims, and he had not unreasonably declined to object. Id. at 17. The court did, however, order Consumerlnfo’s joinder as a defendant in the AP. Id. at 16. At this point, Consumerlnfo abandoned Claim 42-1’s assertion of ownership of the Domain Name (though it still asserted an unsecured claim for $2.1 million). Paige, 2007 WL 4143212, at *4. The Trustee then sought to join Consumerlnfo as a plaintiff, rather than as a defendant, which the bankruptcy court allowed. Conf.App., Aplt. Br. at 19. At SMDI’s insistence, the bankruptcy court held a hearing to estimate the value of Claim 42-1, though it specified that the estimate was only binding for purposes of plan confirmation. Id. at 10. The court estimated that Claim 42-1 was likely to succeed based on a theory of breach of fiduciary duty or unjust enrichment (but not conversion), and estimated its value at $225,000. Id. B. Confirmation of the Joint Plan 1. SMDI and Consumerlnfo Propose Chapter 11 Plans SMDI filed its plan for reorganization of Paige’s estate in June 2007. Paige, 2007 WL 4143212, at *5. Thereafter, Consumerlnfo and the Trustee together proposed the Joint Plan. Id. Both plans proposed to pay unsecured creditors in full with 10% interest. Id. at *6. And both plans envisioned the liquidation, in effect, of the estate’s only valuable asset — the Domain Name. Under the SMDI Plan, the estate would be required to drop the AP and let SMDI keep the Domain Name. Under the Joint Plan, the AP would continue until it was resolved; if it was resolved in the estate’s favor, Consumerlnfo would receive the Domain Name as required under the APA. Under SMDI’s plan, SMDI would pay $2.6 million into the estate in order to pay all claims in full (except the CCB Claims). Id. A new trustee would be appointed, and that trustee would be required to dismiss the AP and transfer any interests the estate had in the Domain Name to SMDI. Id. The trustee would then refund $1,825,000 to Consumerlnfo — the price, under the APA, for the estate settling the AP without Consumerlnfo’s consent. Id. Under the Joint Plan, by contrast, the AP would continue (with funding from Consumerlnfo), and the Trustee would turn the Domain Name over to Consumerlnfo if the estate won. Consumerlnfo would contribute up to an additional $300,000 to ensure the full repayment of creditors, and it would subordinate the CCB Claims so that they would only be paid if money remained after paying all other claims. SMDI’s residual interest, however, would not receive any money until the subordinated claims had been paid in full. The estate would become a Liquidating Trust; Jubber would cease to be the Chapter 11 Trustee and become the Liquidating Trustee, and the United States Trustee would be the only party with standing to object to his fees. The Joint Plan provided that SMDI could object to the CCB Claims if it wished to do so, but only when the AP had concluded — and only then if money was left over in the estate that could go toward paying those claims. Id. In addition, the Joint Plan stated explicitly that if the Liquidating Trust won the AP, the Trustee would not voluntarily accept the monetary value of the Domain Name in lieu of the Domain Name itself. ConfApp., Aplt. App’x at 2074. Both plans, the bankruptcy court noted, were proposed with the same goal in mind: Throughout this process, it has been the Court’s observation that the proponents’ true intentions throughout this case ha[ve] been to acquire the right to own and use the Domain Name.... Payment in full to the creditors is important but secondary to them in that the parties are primarily concerned with acquiring the Domain Name or the rights to it. Paige, 2007 WL 4143212, at *7. 2. The Bankruptcy Court Confirms the Joint Plan and Denies Confirmation of the SMDI Plan Following seven days of hearings, the bankruptcy court confirmed the Joint Plan and denied confirmation of the SMDI Plan. We discussed the bankruptcy court’s conclusions regarding SMDI’s plan in Paige, 584 F.3d at 1333. The court found that SMDI’s plan did not comply with 11 U.S.C. § 1129(a)(1) because it placed Consumerlnfo into a separate class than other similarly situated creditors. The court acknowledged, however, “that this might make little difference here because SMDI’s plan purports to pay all creditors.... ” Further, the bankruptcy court ruled that SMDI’s plan violated 11 U.S.C. § 1129(a)(3), which requires that a plan be proposed in “good faith.” Specifically, the court found that SMDI’s plan inappropriately compelled the settlement of the AP. The court determined that the compelled settlement was inappropriate because the trustee, not the creditors, must move for approval of a settlement, that even if SMDI could propose a settlement, SMDI had failed to show the court that a settlement should be approved, and that this compelled settlement “could easily be construed as a breach of Trustee’s duties” to Consumerlnfo under the APA. The court further held that SMDI had failed properly to appeal the approval of the APA and, even if its challenge to the confirmation of the Joint Plan could be construed as a challenge to the sale under the APA, SMDI had failed to prove “that the sale was approved by mistake or inadvertence, or that the Sale Order lacked adequate evidentiary basis.” Id. (citations omitted). The bankruptcy court also concluded that the SMDI Plan could not be confirmed because it was not feasible, as required under § 1129(a)(11). The court reasoned that settlement of the AP would breach the estate’s duties under the APA, exposing the estate to an administrative claim for damages by Consumerlnfo. Paige, 2007 WL 4143212, at *20. Whether or not the claim would ultimately succeed, the bankruptcy court “estimate[d] that the cost of objecting alone would be very substantial.” Id. The court determined that SMDI’s plan provided insufficient resources for contesting this claim, much less for satisfying a potential judgment. Id. A successful administrative claim on Consumerlnfo’s part, the court feared, could require the plan trustee to seek disgorgement from creditors who had already been paid. Id. The SMDI Plan, as a result, was not feasible. Id. The Joint Plan, the bankruptcy court concluded, satisfied the requirements of § 1129(a). The bankruptcy court rejected SMDI’s arguments that a lack of good faith under § 1129(a)(3) was demonstrated by Consumerlnfo’s contacts with Paige or by a conflict of interest on the part of the Trustee arising from his duties to Consumerlnfo under the APA. Id. at *9, 14. The bankruptcy court also rejected the contention that the Joint Plan was not “fair and equitable” as required by § 1129(b)(1). Id. at *19. 3. SMDI Appeals and the District Court Dismisses the Appeal as Moot SMDI appealed the bankruptcy court’s confirmation decisions to the district court. On the merits, SMDI argued that the bankruptcy court’s reasons for finding fault with SMDI’s plan were in error; that Consumerlnfo had engaged in unethical communications with the debtor, which led to its paying the debtor $20,000 and convincing him to abandon his support for SMDI’s plan; that the trustee was not “disinterested” in his dealings with Consumerlnfo; that the trustee’s interest in the disposition of the estate’s assets inappropriately influenced his dealings in this case; that the Joint Plan should not have been confirmed because it wrongly denied payment to SMDI on SMDI’s claims against the estate; and that certain aspects of the Joint Plan were not “fair and equitable” to SMDI. While that appeal was pending, however, some significant post-confirmation events took place which substantially changed the posture of SMDI’s appeal. Under the Joint Plan, the Plan was to become effective only after, inter alia, any pending appeals were resolved. However, the Joint Plan also enabled Mr. Jubber and Consumerlnfo to waive those requirements. They in fact waived those requirements in October 2007, thus paving the way for the Plan to be substantially consummated despite SMDI’s pending appeal. And, once the Joint Plan became effective, the trustee took substantial steps to pay creditors, object to creditors’ claims, and prosecute the AP. In turn, Consumerlnfo made significant payments to the trustee to cover the estate’s administrative costs and creditors’ claims. Paige, 584 F.3d at 1333-34 (footnote and citations omitted). SMDI sought a stay in bankruptcy court to prevent the parties from implementing the Joint Plan while its appeal was pending. The bankruptcy court denied the stay request. SMDI’s request for a stay in district court was denied as well. SMDI did not appeal those denials to this court. When SMDI appealed the bankruptcy court’s decision confirming the Joint Plan and denying confirmation of SMDI’s plan, the district court concluded that the case was constitutionally and equitably moot because the steps the Trustee had taken to carry out the Joint Plan could not be undone. 4. We Reverse the District Court’s Mootness Ruling SMDI appealed, and we reversed the district court’s mootness ruling and remanded for the district court to consider SMDI’s appeal on the merits. See Paige, 584 F.3d at 1348-49. We acknowledged that we had not “thoroughly or even adequately evaluated the merits of SMDI’s claims,” but we noted that “a quick look at th[e] appeal suggests the claims may have some merit.” Id. at 1348. We observed that SMDI “allege[d] serious conflicts of interest” and raised “questions about whether SMDI’s competing proposal ha[d] received an adequate and balanced appraisal.” Id. “In many ways,” we concluded, “the claims raised go to the very integrity of the bankruptcy process in this case.” Id. 5. On Remand, the District Court Affirms Confirmation of the Joint Plan On remand, the district court affirmed the bankruptcy court’s confirmation of the Joint Plan on the merits. Paige, 439 B.R. at 788. The district court declined, however, to decide whether the bankruptcy court had properly denied confirmation of the SMDI Plan. Because, under § 1129(c), only one plan could be confirmed, the district court concluded that “whether or not the bankruptcy court erred in refusing to confirm the SMDI Plan is merely academic.” Id. at 800-01. Before us now is SMDI’s appeal from the district court’s order, in which SMDI contends that its plan — under which the Adversary Proceeding was to be settled — should have been confirmed in 2007 in lieu of the Joint Plan. While the parties battled over their competing Chapter 11 plans, however, the Adversary Proceeding moved forward. C. The Adversary Proceeding 1. The Bankruptcy Court Resolves the AP in Favor of the Liquidating Trustee In 2007, pursuant to the Joint Plan, the AP was transferred from the estate to a Liquidating Trust for which Jubber continued to serve as trustee. The AP trial began in November 2008 and spanned nineteen days over the course of eight months. On September 18, 2009, shortly before we issued our opinion reversing the district court’s mootness determination, see Paige, 584 F.3d at 1327, the bankruptcy court entered judgment in the Adversary Proceeding. In a lengthy and thorough opinion, the bankruptcy court made the following key determinations: First, the bankruptcy court held that Consumerlnfo and the Trustee had standing to pursue the AP. It rejected the argument advanced by SMDI that both parties lacked standing to recover the Domain Name under the relevant Code provisions because doing so would bring no further benefit to the estate. Paige, 413 B.R. at 907. Next, the court determined as a matter of fact that the Domain Name remained the property of Paige and his estate at all relevant times both before and after he filed for bankruptcy. Id. at 909. The court ruled, therefore, that all transfers of the Domain Name post-dating the petition for bankruptcy were void ab initio because they were in violation of the automatic stay. Id. at 915. “From the law’s point of view,” the court explained, “they simply did not happen.” Id. Thus, the bankruptcy court concluded, the Domain Name belonged to the estate. “As an alternative basis for the foregoing conclusion,” the bankruptcy court ruled that SMDI and the parties from whom it obtained the Domain Name had committed conversion. Id. at 916. In reaching this conclusion, the court rejected SMDI’s arguments that a claim for conversion under Utah state law was preempted by the Bankruptcy Code, id., and that a domain name, under Utah law, was a service contract rather than tangible property capable of being converted, id. at 918. To the contrary, the court held that “like web pages and software, the Domain Name at issue is a type of tangible property that is capable of conversion.” Id. The court held that title was deemed to be in the Trustee’s or the estate’s name and ordered turnover of the Domain Name to the Liquidating Trust under § 542(a) of the Bankruptcy Code. Id. at 920-21. The court did not award any damages for SMDI’s use of the Domain Name. Id. at 920. SMDI appealed the bankruptcy court’s judgment to district court, but it was unable to obtain a stay of the order from either court. It did not appeal the denial of a stay to this court. Consumerlnfo stipulated, however, that it would not transfer the Domain Name to any third party while SMDI’s appeals were pending. Adversary Appeal (Adv.App.), Aplt. App’x at 836. 2. The Liquidating Trust Gives Consumerlnfo the Domain Name Consumerlnfo chose to waive the provision of the APA that would have delayed the Subsequent Closing until issuance of a “final and nonappealable order” giving the estate ownership of the Domain Name. See APA § 8.1. Instead, Consumerlnfo elected to receive the Domain Name from the Liquidating Trust immediately. Consumerlnfo represents that it owns and controls the Domain Name now. Adv.App., Aplee. Br. at 3. 3. The District Court Affirms The district court affirmed the bankruptcy court’s resolution of the AP on two alternative grounds. First, it affirmed on the merits, agreeing with the bankruptcy court that ConsumerInfo and the Trustee each had standing to pursue the AP, Search Market Direct, Inc. v. Jubber (In re Paige), 443 B.R. 878, 895-96 (D.Utah 2011); that the Domain Name was tangible property under Utah law, and not a service contract, id. at 902; and that turnover was an appropriate remedy because, contrary to SMDI’s arguments, the APA and Joint Plan did not make the Domain Name “of inconsequential value to the estate,” id. at 903. Because it had affirmed the bankruptcy court’s judgment on other grounds, the district court declined to address whether a state law claim for conversion was preempted by the Bankruptcy Code. Id. Second, as an alternative basis for affirming the bankruptcy court’s judgment, the district court held that SMDI’s appeal was moot under § 363(m) of the Code. Id. at 908. Section 363(m) provides that if a party purchased property from a bankruptcy estate in good faith pursuant to a sale order (whether or not the party knew that an appeal of the order was pending) and the court did not grant a stay, the validity of the sale is not affected even if the order authorizing it is reversed on appeal. SMDI had not obtained a stay of the Sale Order or of the bankruptcy court’s judgment in the Adversary Proceeding. The district court determined that Consumerlnfo had purchased the Domain Name in good faith because the Sale Order (which SMDI never appealed) said so: in Paragraph 8 of the order, the bankruptcy court had written that “[t]he transactions contemplated in the [APA] have been negotiated in good faith and at arms length. The Purchaser [Consumerlnfo] is entitled to all of the protections of Section 363(m) of the Bankruptcy Code.” Id. at 908. Because § 363(m) shielded Consumerlnfo from having to give up the Domain Name, the court concluded it could not provide the relief SMDI sought — return of the Domain Name. Thus, it declared the appeal moot. Id. On appeal to this court, SMDI argues that the Liquidating Trust should not have been able to obtain the Domain Name under its statutory claims or its state law cause of action. SMDI also insists that its appeal is not moot. Adv.App., Aplt. Br. at 1-2. At this juncture, however, we note that SMDI does not challenge the bankruptcy court’s essential findings with regard to “the complex twists and turns of the underlying facts” in this case. Adv. App., Aplee. Br. at 1. In other words, if the Trustee or Consumerlnfo had standing and the right to obtain turnover of the Domain Name — or if the Domain Name was tangible property and a conversion action was not preempted — then SMDI does not dispute that the Domain Name did belong to the estate and now properly belongs to Consumerlnfo. D. The Trustee’s Fees Throughout all of the proceedings outlined above, the Trustee has employed himself and his law firm, Fabian & Clendenin, as legal counsel for the estate and for the Liquidating Trust. This employment was approved by the bankruptcy court. Paige, 2010 WL 3699747, at *7. Consumerlnfo was, at all times, represented by separate counsel. Id. at *7 n. 69. 1. SMDI Objects to the Trustee’s Fees The Trustee filed several interim applications for attorney fees and costs, which the bankruptcy court substantially granted. Id. at *7 & n. 70. After ConsumerInfo acquired the CCB Claims in January 2007, SMDI began to object to this compensation on the grounds, among others, that the Trustee and his firm were not disinterested and held or represented interests adverse to the estate. Fee App., Aplt. Br. at 5 (citing Fee App., Aplt. App’x at 810— 15, 1245-60). In all, SMDI says it objected to about $375,000 in fees and costs on the basis that the Trustee and his firm lacked disinterestedness. Fee App., Aplt. Br. at 6; Aplt. Reply Br. at 11 n.15. 2. The Bankruptcy Court Overrules SMDI’s Objections In each instance, the bankruptcy court overruled SMDI’s objections. Id. The bankruptcy court entered an order on June 16, 2008, approving the Final Fee Applications of the Trustee and his Firm for their work on behalf of the estate up until its assets were transferred to the Liquidating Trust under the Joint Plan. Fee App., Aplt. App’x at 1347-52. SMDI appealed this Final Fee Order to the BAP. 3. The BAP Affirms the Bankruptcy Court The BAP did not reach the merits of SMDI’s argument that the Trustee and his law firm were not disinterested and therefore were not entitled to fees. Instead, it dismissed the case on the basis that SMDI lacked standing to object to the Trustee’s fees. The BAP concluded that SMDI was not “directly, adversely and pecuniarily” affected by the Final Fee Order and therefore was not a “person aggrieved” with standing to challenge it. Paige, 2010 WL 3699747, at *10. The BAP reasoned that even if the Trustee were required to disgorge his fees to the estate or the Liquidating Trust, SMDI could not receive any of this money by virtue of its claims against the estate; those claims had already been paid in full, with interest. Id. at *10. Moreover, the BAP concluded that Paige’s residual interest-held by SMDI — could not receive any disgorged fees. The only funds that could be disgorged had come from Consumerlnfo, in the form of its $1.9 million and $200,000 contributions. But § 1.4 of the court-approved APA specified that “[n]one of the amounts provided by [Consumerlnfo] shall benefit [the Debtor] or his purported assignees as residual interest holders.” Id. (quoting APA § 1.4) (emphasis and internal quotation marks omitted). The BAP also considered SMDI’s argument that it had standing as a proponent of the SMDI Plan. Id. at *11. If confirmation of the Joint Plan were reversed and the SMDI Plan were confirmed, SMDI argued that it would become the party responsible for paying the estate’s administrative expenses. A reduction in those expenses from disallowing the Trustee’s fees would ultimately redound to the benefit of SMDI under its plan. The BAP rejected these arguments for two reasons. First, it concluded that any benefit to SMDI as a plan proponent would be merely indirect, and therefore insufficient to support standing to object to the Trustee’s fees. Id. Second, the BAP noted that SMDI’s plan (which turned on the estate settling the AP and allowing SMDI to keep the Domain Name) could not be put into action unless SMDI could get the Domain Name back. Id. A year before the BAP issued its opinion, SMDI had lost the AP and failed to obtain a stay. The Domain Name had been transferred to the Liquidating Trust and then to Consumerlnfo. The BAP concluded that the likelihood was “too remote and speculative” that SMDI would not only overturn the Joint Plan and obtain confirmation of its own plan, but also prevail in the Adversary Appeal and get the Domain Name back. Id. Additionally, the BAP observed that if SMDI did prevail in the Adversary Appeal, it would gain the Domain Name as a result. With the Domain Name in hand and its claims against the estate paid off with interest, SMDI would have no reason to propose a plan and become responsible for the estate’s administrative fees. Id. at *11 n. 101. Thus, even prevailing in the Adversary Appeal would not give SMDI standing to object to the Trustee’s fees. Id. 4. The BAP Denies SMDI’s Motion for Rehearing The BAP denied SMDI’s motion for rehearing. Paige, No. 08-62, slip op. at 8. In the process, it commented that even if it were to reach the merits of SMDI’s challenge, it would consider the Trustee to have been disinterested. It detected no lack of disclosure on the part of the Trustee or the Firm regarding possible conflicts. Id. at 6-7. Moreover, it emphasized that any conflict that did exist was not personal to the Trustee, but rather the inescapable result of the Trustee’s court-approved duties under the APA. SMDI appealed the BAP’s decision to this court. III. ANALYSIS A. Confirmation Appeal 1. Introduction In the Confirmation Appeal, we must determine whether the bankruptcy court erred in confirming the Joint Plan and denying confirmation of the SMDI Plan. To be confirmable, a plan must comply with all applicable provisions of 11 U.S.C. § 1129. The proponent of a plan must demonstrate compliance by a preponderance of the evidence. See Heartland Fed. Savs. & Loan Ass’n v. Briscoe Enters., Ltd., II (In re Briscoe Enters., Ltd., II), 994 F.2d 1160, 1165 (5th Cir.1993). On appeal, SMDI argues first that the Joint Plan should not have been confirmed because it was not proposed in good faith, as required by § 1129(a)(3). SMDI also argues that the Joint Plan was not fair and equitable, as it had to be under § 1129(b) since SMDI’s impaired residual interest did not accept the plan. Specifically, SMDI contends that the Joint Plan was not proposed in good faith for two reasons: (1) because the Trustee who supported the Joint Plan was not disinterested, and (2) because Consumerlnfo engaged in bad faith, unethical communications with the debtor. The first argument focuses on the Trustee and his duties to the estate and Consumerlnfo under the APA, and it is concerned only with the Trustee’s disinterestedness after January 2007; this is when Consumerlnfo acquired the CCB Claims, and when the Trustee, according to SMDI, became conflicted. SMDI’s second good faith argument, by contrast, focuses on Consumerlnfo and its interactions with the debtor. Ml of the conduct SMDI complains of in this regard took place before the bankruptcy court entered the Sale Order approving the APA. SMDI argues that the bankruptcy court, in rejecting both arguments, applied an overly narrow “good faith” standard. SMDI also argues that three provisions of the Joint Plan were not fair and equitable. First, as part of the Joint Plan, the estate agreed that the Liquidating Trustee would “not ... voluntarily accept or elect money in lieu of recovery of the Domain Name Assets if he prevails in the Adversary Proceeding.” Liquidating Trust Agreement § 1.1 (Conf.App., Aplt. App’x at 2074). SMDI argues that the Trustee retained the option of accepting a monetary recovery in lieu of the Domain Name under the APA, and that electing a money remedy would have been advantageous to the estate. The estate, SMDI argues, received inadequate consideration under the Joint Plan for waiving this right. Conf. App., Aplt. Br. at 48. Second, the Joint Plan authorized SMDI to object to the CCB Claims, but provided that such an objection could not be made until after the AP was concluded. SMDI argues that this term was unfair because it was inserted only to prejudice SMDI, which was the sole party that stood to benefit from objecting to the CCB Claims. Id. at 50. Finally, the Joint Plan only permitted the United States Trustee to object to the Liquidating Trustee’s fees. SMDI contends that this provision, too, was unfair because it was meant to prejudice SMDI. Id. 2. Standard of Review We review the bankruptcy court’s legal conclusions de novo and its underlying factual findings for clear error. Paul v. Iglehart (In re Paul), 534 F.3d 1303, 1310 (10th Cir.2008). Good faith for purposes of § 1129(a)(3) is ordinarily a finding of fact that we review for clear error. See In re 203 N. LaSalle St. P’ship, 126 F.3d 955, 969 (7th Cir.1997) (“[T]he bankruptcy court’s finding that the plan was proposed in good faith is a finding of fact to which we owe deference.”) rev’d on other grounds by Bank of Am. Nat’l Trust & Sav. Ass’n v. 203 N. LaSalle St. P’ship, 526 U.S. 434, 119 S.Ct. 1411, 143 L.Ed.2d 607 (1999). Likewise, whether a plan is fair and equitable is generally a question of fact. See Citibank, N.A. v. Baer, 651 F.2d 1341, 1346 (10th Cir.1980). SMDI, however, argues that the bankruptcy court adopted overly narrow definitions of “good faith” and “fair and equitable.” We review de novo the bankruptcy court’s construction of these terms. See Osborn v. Durant Bank & Trust Co. (In re Osborn), 24 F.3d 1199, 1203 (10th Cir.1994) abrogated in part on other grounds by Eastman v. Union Pac. R.R., 493 F.3d 1151, 1156 (10th Cir.2007) (“[W]hen a lower court’s factual findings are premised on improper legal standards or on proper ones improperly applied, they are not entitled to the protection of the clearly erroneous standard, but are subject to de novo review.”); Neiberger v. Fed Ex Ground Package Sys., Inc., 566 F.3d 1184, 1189 (10th Cir.2009) (applying de novo review to determine whether the proper legal standard was applied). Although we may look to the district court’s intermediate appellate analysis to inform our review, we owe no deference to that court’s decision. Paul, 534 F.3d at 1310. 3. Confirmation of the Joint Plan a. Good Faith i. The Definition of Good Faith Section 1129(a)(3) provides that a Chapter 11 plan can only be confirmed if it was “proposed in good faith and not by any means forbidden by law.” The Code does not explain what “good faith” means in this context. See 6 Norton Bankr.L. & Prac. § 112:10 (3d ed.2012). “Case law under the Code, however, has tended to define the good-faith requirement as requiring only that there is a reasonable likelihood that the plan will achieve a result consistent with the standards prescribed under the Code.” Id. In Travelers Ins. Co. v. Pikes Peak Water Co. (In re Pikes Peak Water Co.), 779 F.2d 1456 (10th Cir.1985), we quoted the bankruptcy court’s articulation of the standard: The test of good faith is met if there is a reasonable likelihood that the plan will achieve its intended results which are consistent with the purposes of the Bankruptcy Code, that is, is the plan feasible, practical, and would it enable the company to continue its business and pay its debts in accordance with the plan provisions. Id. at 1459. We noted that “[i]n finding a lack of good faith, courts have looked to whether the debtor intended to abuse the judicial process and the purposes of the reorganization provisions.” Id. at 1460. “Not confirming the plan for lack of good faith is appropriate particularly when there is no realistic possibility of an effective reorganization and it is evident that the debtor seeks merely to delay or frustrate the legitimate efforts of secured creditors to enforce their rights.” Id. We reaffirm today that the test of good faith under § 1129(a)(3) focuses on whether a plan is likely to achieve its goals and whether those goals are consistent with the Code’s purposes. Consumerlnfo argues, and we agree, that a plan proponent’s self-interested motive does not necessarily indicate a lack of good faith. But SMDI does not take issue with Consumerlnfo’s motivations in proposing the Joint Plan. Indeed, it is surely beyond dispute that both parties proposed their plans in pursuit of their own self-interested goal. Rather, we understand SMDI’s arguments to be that the Joint Plan was not proposed in good faith because Consumerlnfo’s co-proponent, the Trustee, was corrupted by a conflict of interest of Consumerlnfo’s creation, and because Consumerlnfo had taken unethical steps to prevent SMDI from jointly proposing a competing plan with the debtor. Applying Pikes Peak, the bankruptcy court concluded that the Joint Plan was proposed in good faith because it was both feasible and workable and sought to achieve results consistent with the purposes of the Bankruptcy Code. Paige, 2007 WL 4143212, at *14. The bankruptcy court did not err. A plan may, in light of its proponent’s actions or relationships, be incapable of achieving goals consistent with the Code. The bankruptcy court in In re Fiesta Homes of Ga., Inc., 125 B.R. 321, 325 (Bankr.S.D.Ga.1990), for instance, recognized that the proponent’s conflicts of interest made diligent pursuit of certain preference actions unlikely and made an appearance of impropriety inevitable. Accordingly, the proposed plan was not likely to achieve a result consistent with the Code — namely, “maximum recovery by and fair distribution to creditors.” Id.; see also In re Coram Healthcare Corp., 271 B.R. 228, 240 (Bankr.D.Del.2001) (“We easily conclude from the totality of circumstances ... that a continuous conflict of interest by the CEO of the Debtor precludes the Debtors from proposing a plan in good faith under 1129(a)(3).”). In In re Unichem Corp., 72 B.R. 95, 100 (Bankr. N.D.Ill.1987), the court concluded that the plan at issue was designed to reward its proponent, an individual whose “inequitable conduct was the cause of [the debtor’s] financial distress.” Such a result was inherently “in conflict with the objectives and purposes of the Bankruptcy Code.” Id. Thus, we do not rule out the possibility that a plan could be unconfirmable under § 1129(a)(3) because of the proponent’s conflicts of interest or improper conduct. Nonetheless, we affirm the bankruptcy court’s decision because no conflict of interest or unethical action on the part of Consumerlnfo or the Trustee demonstrated a lack of good faith in this case. ii. The Trustee Was Disinterested SMDI argues that conflicts of interest prevented Jubber from proposing a plan as a disinterested trustee. This argument turns on the Bankruptcy Code’s requirement that trastees be “disinterested.” § 1104(b), (d). In relevant part, the Code defines a disinterested person as someone who “does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the debtor, or for any other reason.” § 101(14)(C). SMDI relies on the “for any other reason” portion of this definition. It contends, in essence, that ConsumerInfo’s payment to the estate of the Trustee’s litigation expenses under the APA — and its promise to continue to pay his fees as Trustee for the Liquidating Trust — created a disabling conflict. According to SMDI, the resulting “lack of disinterestedness tainted his administration of the case, the Joint Plan, and the plan confirmation process.” Conf.App., Aplt. Br. at 32. “These are serious matters that ... go to the very integrity of the bankruptcy process in this case.” Paige, 584 F.3d at 1348. We hold bankruptcy trustees and the professionals they employ to a high standard where conflicts of interest are concerned; the “catch-all clause” upon which SMDI relies “is broad enough to exclude [a trustee] with some interest or relationship that ‘would even faintly color the independence and impartial attitude required by the Code and Bankruptcy Rules.’ ” Winship v. Cook (In re Cook), 223 B.R. 782, 789 (B.A.P. 10th Cir.1998) (quoting In re BH & P, Inc., 949 F.2d 1300, 1309 (3d Cir.1991)). We are satisfied, however, that no such interest or relationship was present here. We emphasize, first, that although Consumerlnfo provided the funds which paid the Trustee’s fees, Consumerlnfo was not paying the fees directly. Rather, the estate itself paid the Trustee (upon his application for and receipt of the court’s approval), with money the estate received from Consumerlnfo pursuant to the court-approved APA. As the district court noted, “SMDI has failed to cite ... a single case where a trustee’s court approved and non-personal relationships resulted in the denial of ... confirmation [of a] plan because the trustee was not disinterested.” Paige, 439 B.R. at 793. We agree with the view the BAP expressed in the Fee Appeal that the bankruptcy court’s Sale Order — and not the Trustee or Consumerlnfo — was the source of any potential conflict or appearance of impropriety. Paige, 2010 WL 3699747, at *1 n. 74; Paige, No. 08-62, slip op. at 7-8. SMDI never appealed or challenged that order. See Paige, 2007 WL 4143212, at *9. We recognize, as a general proposition, that “[a]n attorney representing a debtor should not receive payment, either directly or indirectly, from any of the creditors.” In re Huntmar Beaumeade I Ltd. P’ship, 127 B.R. 363, 365 (Bankr.E.D.Va.1991) (quoting In re WPMK, 42 B.R. 157, 163 (Bankr.D.Haw.1984)) (internal quotation marks omitted). But under the circumstances of this case, we are unwilling to take this principle so far as to bar the estate from paying the Trustee and his firm with funds the estate received under a court-approved asset sale. A contrary conclusion, we believe, would have placed the estate in an untenable position. SMDI asks us to hold that the Trustee lost his disinterested status after the APA had already been approved, when Consumerlnfo acquired the CCB Claims. Conf.App., Aplt. Br. at 32. But as the BAP noted in the Fee Appeal, any other trustee stepping into Jubber’s shoes at that point would have been subject to the same obligations to Consumerlnfo under the APA, and any such trustee would have been paid by the estate with money from Consumerlnfo. Thus, if the Trustee was not disinterested, we fail to see how any substitute trustee could have been disinterested either. SMDI suggests that special counsel or an examiner could have been appointed for the purpose of evaluating the CCB Claims. Conf.App., Aplt. Br. at 36 n. 191. But since all of the money in the estate came from Consumerlnfo, any such professional still would have been receiving payment from Consumerlnfo via the estate, just as the Trustee and his firm did. SMDI also argues that it should have been allowed to object to the CCB Claims. Id. The bankruptcy court, however, told SMDI that it could contest Consumerlnfo’s claims by filing counterclaims within the Adversary Proceeding, and it chose not to do so. Paige, 2007 WL 4143212, at *8. Finally, SMDI suggests that “[t]he APA could have been modified.” Conf.App., Aplt. Br. at 36 n. 191. It does not explain how. Simply put, we see no effective solution the bankruptcy court could have implemented, short of barring Consumerlnfo outright from pursuing the CCB Claims or else taking over the role of the Trustee. SMDI offers no authority for either approach, and we are aware of none. iii. Consumerlnfo’s Pre-Sale Order Conduct Does Not Demonstrate Bad Faith SMDI also argues that Consumerlnfo’s pre-APA conduct demonstrates that the Joint Plan was not proposed in good faith. According to SMDI, Consumerlnfo acted in bad faith to prevent Paige from filing a joint plan with SMDI. Then, SMDI argues, Consumerlnfo was able to obtain court approval of the APA because no plan had been proposed. According to SMDI, the APA, in turn, prevented SMDI from gaining confirmation of its own plan. Thus, SMDI argues that the bankruptcy court should have refused to confirm the Joint Plan on the basis that it was not proposed in good faith. Conf.App., Aplt. Br. at 45-46. We disagree. The bankruptcy court made specific factual findings, in its memorandum decision confirming the Joint Plan, regarding the conduct of Paige and Consumerlnfo. The bankruptcy court “f[ound] any allegations of attempted bribery of Mr. Paige or subversion of a purported joint plan by the Debtor and SMDI unsubstantiated.” Paige, 2007 WL 4143212, at *13. The court also acknowledged that it had been troubled by Consumerlnfo’s conduct, but said that “any concerns of the Court ... have been addressed and allayed by the Joint Plan proponents in the evidence presented.” Id. The court concluded that “Mr. Paige ignored the advice of his own attorney and kept his attorney in the dark regarding his contacts with Consumerlnfo.” Id. Although the court thought “Consumerlnfo’s attorneys should have known that ... Mr. Paige was being represented by counsel, ... engaging in these communications, albeit possibly improper under ethical rules, does not translate into filing of a plan by ‘means forbidden by law’ and not in ‘good faith’ eight months later.” Id. In the court’s view, the passage of eight months from the sale hearing to when the Joint Plan was filed “erodes and waters down much of the argument that SMDI has made.” Id. at *14. The bankruptcy court also determined that SMDI was not prejudiced by Consumerlnfo’s conduct. Rather, SMDI’s failure to file a plan prior to the sale hearing resulted primarily from SMDI’s “mistaken belief that the Debtor had the exclusive right to file a plan after conversion of the case to one under Chapter 11. SMDI ... was waiting on the Debtor to file a joint plan. SMDI has since acknowledged that this interpretation was incorrect.” Id. at *12. Furthermore, “if SMDI was prejudiced between October 13 and December 7,” the court determined that “it was because of Mr. Paige’s conduct and not because of any wrongdoing by Consumerlnfo or its counsel.” Id. These factual findings are not clearly erroneous. The district court concluded that even if the bankruptcy court’s interpretation of good faith under Pikes Peak was overly narrow, “SMDI’s allegations of improper interference by ConsumerInfo are unpersuasive.” Paige, 439 B.R. at 796. We agree. Even if Consumerlnfo’s attorneys acted improperly in the period preceding the Sale Order, these actions did not prevent the SMDI Plan from receiving “an adequate and balanced appraisal.” Paige, 584 F.3d at 1348. Considering the bankruptcy court’s findings of fact, “the bankruptcy court did not err in finding that Consumerlnfo’s conduct was not in bad faith.” Paige, 439 B.R. at 796. b. Fair and Equitable In addition to disputing whether the Joint Plan was proposed in good faith, SMDI raises substantive challenges to the Joint Plan’s terms. The Joint Plan, SMDI argues, should not have been confirmed because it was not fair and equitable. Section 1129(a)(8) requires that a plan be accepted by any class of claims or interests that is impaired. In § 1129(b), however, the Code provides an exception: if an impaired class does not accept the plan, the court “shall confirm the plan notwithstanding [§ 1129(a)(8) ] if the plan does not discriminate unfairly, and is fair and equitable, with respect to each class ... that is impaired under, and has not accepted, the plan.” § 1129(b)(1). The Code explains that “the condition that a plan be fair and equitable with respect to a class includes” the requirement that “[w]ith respect to a class of interests ... the holder of any interest that is junior to the interests of such class will not receive or retain under the plan on account of such junior interest any property.” §§ 1129(b)(2), 1129(b)(2)(C)(ii). This requirement, known as the absolute priority rule, “requires that certain classes of claimants be paid in full before any member of a subordinate class is paid.” See Allen v. Geneva Steel Co. (In re Geneva Steel Co.), 281 F.3d 1173, 1180 n. 4 (10th Cir.2002). In this case, SMDI hel