UNITEDSTATES COURT OF APPEALS

FOR THE TENTH CIRCUIT

In re: LMS HOLDING COMPANY;PETROLEUM MARKETINGCOMPANY; and RETAILMARKETING COMPANY,

Debtors.

BARRY DILL; DIANA DILL,

Appellants,

v.

THE SOUTHLAND CORPORATION,

Appellee.

No. 99-5081

(D.C. No. 97-CV-371-H)

(N.D. Okla.)

ORDER AND JUDGMENT(*)

Before BRORBY, PORFILIO, andLUCERO, Circuit Judges.

After examining the briefs and appellate record, this panel has determinedunanimously to grant the parties' request for a decision on the briefs without oralargument. See Fed. R. App. P. 34(f); 10th Cir. R. 34.1(G). The case is thereforeordered submitted without oral argument.

Appellants Barry Dill and Diana Dill (the Dills) appeal the district court'sorder, issued in its appellate capacity, denying their requests for a jury trial andfor a remand to the state court on their claims against defendant SouthlandCorporation (Southland). We exercise jurisdiction under 28 U.S.C.§§ 158(d),1291 and affirm.

Briefly, the relevant underlying facts are as follows. In 1990, the Dillsentered into a 7-Eleven store franchise agreement with Retail MarketingCompany (RMC). In September 1991, RMC filed a Chapter 11 bankruptcypetition, which was later converted to Chapter 7. As part of the bankruptcyproceedings, RMC sold certain of its assets to Contemporary Industries Southern,Inc., which resulted in the cancellation of the Dills' franchise agreement withRMC. The cancellation was approved by the bankruptcy court. The Dills filedan amended claim in the RMC bankruptcy proceedings on June 18, 1994, forlosses sustained due to cancellation of the franchise agreement.

In December 1993, the Dills filed suit in a state court against Southlandalleging that RMC was an agent of Southland and that RMC breached thefranchise agreement with the Dills. Therefore, according to the Dills, RMC'sbreach of contract was imputed to Southland, as principal. The state courtlawsuit was removed to federal court and transferred to the bankruptcy court,where a non-jury trial was held. The bankruptcy court denied the Dills' requestto remand to state court and ruled that RMC was not Southland's agent. Itentered judgment in Southland's favor. The Dills appealed, ultimately arriving inthis court.

We review de novo the district court's determination of the Dills' right to ajury trial. See Langenkamp v. Hackler (In re Republic Trust & Sav. Co.),897F.2d 1041, 1043 (10th Cir.), rev'd in part on other grounds sub nom.,Langenkamp v. Culp, 498 U.S. 42 (1990). In Langenkamp, the Supreme Courtheld that respondents who filed claims against the bankruptcy estate on abankruptcy trustee's preference claim were not entitled to a jury trial. 498 U.S.at 45. Citing Granfinanciera, S.A. v. Nordberg, 492 U.S. 33, 57-59 (1989), theCourt ruled that filing a claim triggers the bankruptcy court's equitable power torestructure the debtor-creditor relationship. See Langenkamp, 498 U.S. at 44.

The Dills argue that the holding of Langenkamp is limited to actionsbrought by bankruptcy trustees to recover avoidable preferences. They maintainthat their claims against Southland did not involve the bankruptcy trustee or thedebtor and, therefore, could have no impact on the restructuring of the debtor-creditorrelationship.

The Dills' argument that their suit against Southland is merely a disputebetween two non-debtors ignores the fact that the basis of their state law claimsis the action of the bankruptcy court in permitting the debtor, RMC, to rejecttheir franchise agreement. It also ignores the claim the Dills filed in the RMCbankruptcy proceedings seeking payment for losses incurred due to the rejectionof the franchise agreement.

Principles of equity, upon which the law of bankruptcy is founded, requirethat all entities in the same class be treated alike. See Wyoming Dep't of Transp.v. Straight (In re Straight), 143 F.3d 1387, 1389 (10th Cir.), cert. denied, 119S. Ct. 446 (1998). Therefore, creditors seeking relief from the bankruptcy court"expect they will fare no better or no worse than others of their stature. Moreover, the whole concept of bankruptcy cannot succeed without a carefulapplication of these principles and a forthright dedication to their significance." Id.

Here, to permit the Dills to maintain bankruptcy-based litigationindependent of the bankruptcy court, in addition to participating in the RMCbankruptcy proceedings, would remove them from the bankruptcy court'sequitable powers while also granting them the benefits of participation in thebankruptcy court's restructuring of the debtor-creditor relationship. Doing sowould impermissibly grant them rights not available to other creditors of theirclass and disrupt the application of the basic principles of bankruptcy law. Accordingly, we hold that because the Dills filed a claim in the RMC bankruptcyproceedings for losses in a bankruptcy-based action, they had no right to a jurytrial.

The Dills also challenge the district court's order affirming the bankruptcycourt's decision not to remand the dispute to the state court, citing 28 U.S.C.§ 1452(b). See Appellants' Opening Brief at 14. They have not shownwhy theremand decision is reviewable by this court. See id. (decision declining toremand not reviewable by court of appeals).

The judgment of the United States District Court for the Northern Districtof Oklahoma is AFFIRMED.

Entered for the Court

John C. Porfilio

Senior Circuit Judge

FOOTNOTES

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*. This order and judgment is not bindingprecedent, except under thedoctrines of law of the case, res judicata, and collateral estoppel. The courtgenerally disfavors the citation of orders and judgments; nevertheless, an orderand judgment may be cited under the terms and conditions of 10th Cir. R. 36.3.