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Click here for the full text of this decision FACTS:During the bankruptcy proceedings, a committee representing bond and trade unsecured creditors (the BT Committee) vigorously disputed the valuation of the debtor as presented by the debtor’s management. The committee sought to replace the debtor’s management with a bankruptcy trustee, based in part on allegations of intentional undervaluation of the debtor. In addition, the committee objected to the debtor’s plan of reorganization, again raising allegations of intentional undervaluation. Over two years after the bankruptcy court entered its order confirming the reorganization plan proposed by the debtor, a class of bondholders brought this suit. The class of bondholders alleges that the officers and directors breached their fiduciary duties by intentionally undervaluing the debtor during the bankruptcy proceedings. The trial court granted summary judgment against the class and entered a take-nothing judgment. HOLDING:The court reverses the judgment of the court of appeals in part and affirms in part, and renders judgment that Jeff Prostok, a bondholder who sued in state court, take nothing. An action is not truly independent when maintenance of the action would violate established finality doctrines or constitute an impermissible collateral attack on the confirmation order. 11 U.S.C. 1144 provides a means, within a prescribed time limit, to revoke a confirmation order under limited circumstances. F & M Marquette Nat’l Bank v. Emmer Bros. Co. (In re Emmer Bros. Co.), 52 B.R. 385 (Bankr. D. Minn. 1985). A collateral attack brought outside 1144′s strict time limit represents nothing more than an impermissible attempt to enlarge the time limit. An attempt to revoke a confirmation order in a separate proceeding is a collateral attack on the order. An action which, in effect, attempts to revoke a confirmation order is also a collateral attack. Thus, if Prostok’s claims constitute an impermissible collateral attack on the confirmation order, 1144 of the Bankruptcy Code provides his exclusive remedy. The court of appeals held that Prostok’s claims do not collaterally attack the confirmation order because they are based on conduct extrinsic to the confirmation order. This court has held that when a party does not seek to set aside a prior judgment, but instead brings suit based on extrinsic fraud, the action is not a collateral attack. The alleged fraudulent conduct, the misrepresentation of the value of National Gypsum, the debtor, is a material issue that was presented and considered by the bankruptcy court over two years before Prostok filed this suit. The conduct was considered by the bankruptcy court in rendering judgment-specifically, when the trial court denied the BT Committee’s motion to appoint a trustee and again in overruling the BT Committee’s objection to the confirmation of National Gypsum’s proposed reorganization plan. The fraud Prostok now alleges did not prevent the junior bondholders from presenting their legal rights in the bankruptcy proceedings. The BT Committee raised and litigated at the bankruptcy court the fraud Prostok now alleges. Fraud is intrinsic when the fraudulent conduct was in issue in the prior proceedings, even when the acts are committed by a fiduciary. Because the fraud Prostok alleges was litigated in the bankruptcy proceedings, the alleged fraudulent conduct is intrinsic to the confirmation order. Therefore, Prostok’s allegations based on intrinsic fraud constitute an impermissible collateral attack on the bankruptcy’s confirmation order. OPINION:Wainwright, J., delivered the court’s opinion. O’Neill, J., did not participate.

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