Again, this claim is not supported by any citation to a statute or case. The only case Ms. Cardenas cites for support on this point is In re Maxko Petroleum, LLC, 425 B.R. 852, 876 (Bankr. S.D. Fla. 2010); after citing the case, she states in parentheses: "Buyer beware prevails at bankruptcy court auctions." It appears that Ms. Cardenas is referring to the statement from In re Maxko that "[t]he successful bidder at a bankruptcy sale is bound by the offer as stated and embodied in an approval order."
“The defense of frustration of purpose refers to the condition surrounding contracting parties where one of the parties finds that the purposes for which it bargained, and which purposes were known to the other contracting party, have been frustrated to the extent that the breaching party is not receiving the benefit of the bargain for which they contracted.” In re Maxko Petroleum, LLC, 425 B.R. 852, 872 (Bankr. S.D. Fla. 2010) (citation omitted).
"The defense of frustration of purpose refers to the condition surrounding contracting parties where one of the parties finds that the purposes for which it bargained, and which purposes were known to the other contracting party, have been frustrated to the extent that the breaching party is not receiving the benefit of the bargain for which they contracted." In re Maxko Petroleum, LLC, 425 B.R. 852, 872 (Bankr. S.D. Fla. 2010) (Olson, J.) (citing Home Design Ctr.-Joint Venture v. Cnty. Appliances of Naples, Inc., 563 So. 2d 767, 770 (Fla. 2d DCA 1990)). "The doctrine of commercial frustration is [thus] limited to cases where performance is possible but an alleged frustration, which was not foreseeable, totally or nearly totally destroyed the purpose of the agreement."
As noted before, Judicial sales require transparency and finality such that when something is sold at auction by a bankruptcy court, the specific terms of the sale order must be the terms that ultimately control in order to provide stability and certainty to all parties. See Mason, 145 U.S. at 356; In re Maxko Petroleum, LLC, 425 B.R. 852, 875 (Bankr. S.D. Fla. 2010) (holding that when an inconsistency arises, the bankruptcy sale order ultimately “defines the terms and conditions of sale”). Permitting parties to sidestep the terms of a judicial sale order through a private, maybe secret, agreement would open the door to an “an intolerable element of uncertainty and inequity” because parties would no longer be able to rely on the court for a concrete statement of the deal.
In other words, "[f]inal sale orders of bankruptcy courts may not be challenged or collaterally attacked outside of [the proscribed] method of challenges, objections[,] and appeals," and it is considered an impermissible collateral attack to challenge a final sale order "outside of the proscribed method of challenging a final order, generally by way of ancillary proceedings in the same court or in another court." In re Daewoo Motor Co. , 2005 WL 8005218, at *7 (noting that "[m]ost tellingly, [p]laintiffs do not seek here, and have not sought in the past, to directly challenge or undo the ... court's orders approving the [transaction]"); see also,In re Maxko Petroleum, LLC , 425 B.R. 852, 874 (Bankr. S.D. Fla. 2010) (subsequently affirmed) (refusing to allow defendants to collaterally attack a final sale order and the finality of the auction sale approved by that order because "it was only in response to litigation commenced by [plaintiff] months after the fact that [defendants] formally raised this issue"). The Defendants here never filed an appeal of the Sale Order.