Acute, Inc. v. ECI Pharmaceuticals, LLC

Summarized by Amir Shachmurove , Brown Rudnick LLP
4 weeks 18 hours ago

Case Type:

Business

Case Status:

Affirmed

Citation:

25-12829 (11th Circuit, Jul 07,2026) Not Published

Tag(s):

Ruling:

Presented with two appeals arising out of the bankruptcy of ECI Pharmaceuticals LLC and BioRamo LLC (DRs) consolidated by the U.S. District Court for the Southern District of Florida (DC), the U.S. Court of Appeals for the Eleventh Circuit (Circuit) affirmed the former's dismissal of appeals by Acute Inc. (Acute), DRs' APA counterparty, of the sale order (and Acute's motion for reconsideration) and the order confirming the DRs' amended liquidation plan issued by the U.S. Bankruptcy Court for the Southern District of Florida (BC), plus the DC's denial of Acute's reconsideration of the latter.

Procedural context:

On May 3, 2024, the DRs filed voluntary petitions for relief under subchapter V of chapter 11. Naturally, sale-related litigation occurred first. On August 30, 2024, the BC approved a sale of substantially all of the DRs' assets to Acute. Acute filed a motion for reconsideration; the BC denied it. Thereafter, Acute appealed. For some undisclosed reason, it named only one of the two DRs - ECI Pharmaceuticals LLC (ECI) - as the appellee. Plan-related disputes came next. On October 22, 2024, the BC held a hearing to consider confirmation of the DRs' amended joint chapter 11 plan of liquidation (Plan). On October 24, 2024, the BC confirmed the Plan. Acute appealed that confirmation order, arguing that the BC had erred in confirming a plan that included certain allegedly inappropriate exculpation and injunction provisions. Once again, Acute named only ECI as appellee. Once Acute filed its confirmation order appeal, the DC consolidated the two, whereupon the DRs, among others, moved to dismiss both appeals. The DC ultimately dismissed both appeals. Acute responded with a motion for reconsideration of the confirmation order dismissal. The BC denied that too. This consolidated appeal followed. In its opinion, the Circuit focused on whether: (1) Acute had abandoned/forfeited its challenge to the sale order and the DC's denial of its sale-order motion for reconsideration, and (2) the DC had properly dismissed Acute's confirmation order appeal, and (3) denied that motion for reconsideration. Perhaps most importantly (and, regardless, most notably), the Circuit deemed the validity of the Plan's releases and similar provisions under Purdue to be a mixed question of fact and law whose proper resolution was "not beyond any doubt" in light of ongoing disagreements over what Purdue requires for a release to be consensual, and would hinge on the Plan's specific facts and thus could not present " 'significant questions of general impact over of great public concern." These words, not the Circuit's specific holding, may prove to be this decision's most impactful. (A note: Acute, joined by two others, later challenged the confirmation on fraud grounds. Those proceedings were stayed by the BC pending the resolution of the appeals discussed herein.)

Facts:

On August 16, 2024, Debtors filed an Expedited Motion to Authorize and Approve (I) Proposed Private Sale of Substantially All of Debtors’ Assets, and (II) Other Related Relief (Sale Motion). The Sale Motion sought the BBC's approval of the APA--an undated Asset Purchase Agreement- by which the DRs would sell substantially all their assets to Acute in a private sale. With no objections to the Sale Motion, the BC authorized the sale by an order dated August 30, 2024. Per this order, the DRs and Acute were “free to close under the APA at any time, subject to the express terms of the APA.” Unfortunately, a dispute arose between the parties regarding their closing obligations under the APA, and Acute opted to file a motion for reconsideration of the order itself. On September 25, 2025, at the hearing on this motion, the BC explained that it would deny Acute's request. Reconsideration was an “inappropriate procedural vehicle” for Acute’s requested relief, it explained, for the APA itself, not the sale order, specified the parties’ closing obligations. The BC issued its written order on September 27, 2025. On October 11, 2024, Acute filed a Notice of Appeal of both the sale order and the order denying reconsideration. In parallel to the sale process, the DRs sought the BC's approval of their Plan, as filed on August 21, 2024. The BC scheduled a hearing on the Plan for October 22, 2024, and set a deadline of October 8, 2024, to file objections to confirmation and file ballots accepting or rejecting the Plan. Acute did not attend this hearing or object to its confirmation. On November 7, 2024, Acute filed its notice of appeal of the confirmation order.

Judge(s):

Jill A. Pryor; Kevin Newsom; and Elizabeth L. Branch

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