In re: M.t.g., Inc. v. Charles J. Taunt & Associates, P.c., 22-12661

RECOMMENDED FOR PUBLICATION
Pursuant to Sixth Circuit I.O.P. 32.1(b)
File Name: 26a0010p.06
UNITED STATES COURT OF APPEALS
FOR THE SIXTH CIRCUIT
IN RE: M.T.G., INC.,
Debtor.
___________________________________________
GUY C. VINING, Trustee for M.T.G., Inc.,
Appellant,
v.
CHARLES J. TAUNT & ASSOCIATES, P.C., 22-12661 and
consolidated from 22-12769; AMERICAN CASUALTY
COMPANY OF READING, PENNSYLVANIA, 22-12661 and
consolidated from 23-10048; COMERICA BANK, INC.,
22-12661 and consolidated from 22-12661 and 23-
10048; PLUNKETT COONEY, P.C., 22-12661 and
consolidated from 22-12769 and 23-10048; GARAN
LUCOW MILLER, P.C., consolidated from 23-10048;
CHERI L. TAUNT, Personal Representative for the
Probate Estate of Charles J. Taunt,
Appellees.
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No. 24-1979
Appeal from the United States District Court for the Eastern District of Michigan at Detroit;
No. 2:22-cv-12661—Terrence George Berg, District Judge.
_________________
United States Bankruptcy Court for the Eastern District of Michigan at Detroit;
No. 2:95-bk-48268—Thomas J. Tucker, Bankruptcy Judge.
Argued: October 23, 2025
Decided and Filed: January 14, 2026
Before: KETHLEDGE, LARSEN, and BLOOMEKATZ, Circuit Judges.
>

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No. 24-1979 In re M.T.G., Inc. Page 2
_________________
COUNSEL
ARGUED: Guy C. Vining, VINING LAW GROUP, PLC, Taylor, Michigan, in pro per.
Courtney A. Krause, GARAN LUCOW MILLER, PC, Detroit, Michigan, for Appellees Charles
J. Taunt & Associates, P.C. and Cheri L. Taunt. Jeffrey M. Frank, MADDIN HAUSER ROTH
& HELLER, PC, Southfield, Michigan, for Appellee American Casualty Company. Joseph J.
Shannon, BODMAN, Detroit, Michigan, for Appellee Comerica Bank. Trent B. Collier,
COLLINS EINHORN FARRELL PC, Southfield, Michigan, for Appellee Plunkett Cooney, P.C.
ON BRIEF: Guy C. Vining, VINING LAW GROUP, PLC, Taylor, Michigan, Barbara D.
Urlaub, MORGAN & JONES, PLLC, Farmington Hills, Michigan, for Appellant. Courtney A.
Krause, GARAN LUCOW MILLER, PC, Detroit, Michigan, for Appellees Charles J. Taunt &
Associates, P.C. and Cheri L. Taunt. Jeffrey M. Frank, David M. Eisenberg, MADDIN
HAUSER ROTH & HELLER, PC, Southfield, Michigan, for Appellee American Casualty
Company. Joseph J. Shannon, BODMAN, Detroit, Michigan, for Appellee Comerica Bank.
Trent B. Collier, COLLINS EINHORN FARRELL PC, Southfield, Michigan, for Appellee
Plunkett Cooney, P.C.
_________________
OPINION
_________________
BLOOMEKATZ, Circuit Judge. This appeal arises out of debtor MTG’s decades-long
Chapter 7 bankruptcy proceedings. The original trustee, Charles Taunt, failed to disclose a
conflict of interest involving the largest secured creditor, Comerica Bank. The successor trustee,
Guy Vining, now seeks to unwind various actions taken during Taunt’s tenure. He alleges that
Comerica committed, or is vicariously liable for, fraud on the court based on Taunt’s
nondisclosure; that several post-petition transfers of estate property are avoidable under
11 U.S.C. § 549(a); and that Taunt, Taunt’s former law firm Plunkett Cooney, and Comerica, are
liable for conversion of estate assets. The bankruptcy court granted summary judgment to the
defendants on nearly all these claims, and the district court affirmed. We do the same.
BACKGROUND
This case has a long and complex history. To provide the relevant background for our
decision today, we begin by briefly recounting the underlying conduct that gave rise to the

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No. 24-1979 In re M.T.G., Inc. Page 3
parties’ dispute and the first round of litigation. Then we detail the current proceeding, focusing
on the claims that give rise to this appeal.
I. Original Bankruptcy Proceeding
MTG designed and built tooling for the auto industry. In 1995, MTG filed for Chapter 11
bankruptcy relief. The case was converted to a Chapter 7 proceeding the following year. Prior
to the appointment of a Chapter 7 trustee, American Casualty issued a $1,000,000 bond that
protected the MTG estate (and its creditors) against certain losses caused by a trustee’s
negligence, mismanagement, or fraud.
The bankruptcy court appointed Charles Taunt as the Chapter 7 trustee of the bankruptcy
estate. As trustee, Taunt acted as the legal representative of the estate, owing fiduciary duties to
the bankruptcy court and the parties, and broader responsibilities to uphold the integrity of the
bankruptcy system. In re Steele, 26 B.R. 233, 234 (Bankr. W.D. Ky. 1982). In carrying out
these obligations, Taunt’s job was to marshal and sell the MTG estate’s assets for the benefit of
its creditors. See 11 U.S.C. § 704(a)(1); In re Motorwerks, Inc., 371 B.R. 281, 290 (Bankr. S.D.
Ohio 2007). With this role, the bankruptcy court relied on Taunt’s representations to understand
the estate’s financial circumstances. See In re Slocombe, 344 B.R. 529, 534 (Bankr. W.D. Mich.
2006). In connection with his appointment, Taunt filed a “Verified Statement of Disinterest for
Trustee to Employ Counsel” that attested his law firm, Charles J. Taunt & Associates, was
disinterested in the estate’s assets and both Taunt and his firm could act as counsel to Taunt in
his role as the trustee.
Shortly thereafter, Taunt entered into a fee agreement with Comerica. Because Comerica
was MTG’s primary lender and largest secured creditor, the agreement raised a potential conflict
of interest. The agreement let Taunt cover certain expenses using funds from the property
securing Comerica’s loan, as permitted by 11 U.S.C. § 506(c). But it also specified that
Comerica would pay Taunt to review and analyze its claim against the estate. So, in addition to
working on behalf of the estate, Taunt was also working on behalf of another party in the
proceeding (Comerica) that was seeking money from the estate. Bankruptcy Rule 2014(a)
requires trustees to file a verified statement describing “any” connections to the estate’s

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No. 24-1979 In re M.T.G., Inc. Page 4
creditors. Fed. R. Bankr. P. 2014(a)(3). Taunt filed this verification twice; once upon his
appointment and then after his law firm merged with Plunkett Cooney. He failed to disclose his
fee agreement with Comerica both times.1
Before the bankruptcy court learned about the full scope of Taunt’s fee agreement with
Comerica, he obtained several orders that benefitted Comerica. These orders (collectively, the
“Comerica Orders”) included: (1) the Comerica Claim Allowance Order—which allowed
Comerica’s $5.3 million secured claim and determined that Comerica had “a valid and properly
perfected security interest in and lien on all property of [MTG’s] estate,” 2007 Bankr. Ct. Op., R.
28-8, PageID 11497 (quoting the order); (2) the Comerica Relief from Stay Order—which
granted Comerica relief from the court-ordered stay that automatically prevents most creditors
from collecting debts or seizing property once a bankruptcy case is filed; and (3) the Comerica
Settlement Order—which settled the estate’s pre-petition lender liability claims (that is, MTG’s
claims against Comerica that arose before MTG filed for bankruptcy) for $10,000.
II. Initial Fraud on the Court Litigation
Litigation over Taunt’s potential conflict of interest began less than two years after the
bankruptcy court issued the Comerica Orders. After Taunt disbursed the overwhelming majority
of the estate’s assets, he requested approval from the bankruptcy court to use the estate’s
remaining assets to pay his own fees and then remit the balance to Comerica. Todd Halbert,
MTG’s attorney, objected to Taunt’s motion. He argued that MTG’s pre-petition lender liability
claims barred Comerica from asserting a valid interest in the estate’s remaining assets. Although
Halbert conceded that the $10,000 Comerica Settlement Order covered those claims, he
maintained the settlement lacked consideration and later contended that the order itself was a
product of fraud on the court and should therefore be set aside. The United States Trustee, which
oversees the administration of bankruptcy cases, investigated Halbert’s claims and concluded
that Taunt and Plunkett Cooney had a duty to disclose Taunt’s fee agreement with Comerica to
the bankruptcy court under Rule 2014. In re M.T.G., Inc., 366 B.R. 730, 741 (Bankr. E.D. Mich.
1Taunt began negotiations with Comerica the day after he was appointed as the estate’s trustee. Taunt did
not disclose these negotiations to the bankruptcy court in his first “Verified Statement of Disinterest for Trustee to
Employ Counsel.”

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No. 24-1979 In re M.T.G., Inc. Page 5
2007) [hereinafter In re MTG I], aff’d, 400 B.R. 558 (E.D. Mich. 2009). Based on the U.S.
Trustee’s investigation, and on appeal from the bankruptcy court, the district court held that the
fee agreement created a “serious, egregious conflict of interest and breach of fiduciary duty.” Id.
at 751 (quoting the district court hearing). The district court thus disqualified Taunt as the
Chapter 7 trustee and denied his firm all fees. The bankruptcy court then appointed Guy Vining
as the estate’s trustee.
Even though Taunt’s disqualification ended his service as trustee, it did not resolve
whether his earlier conduct gave rise to any personal liability or entitled the estate to relief. In
2007, the bankruptcy court held that Taunt and his attorneys (then Plunkett Cooney) had in fact
“committed fraud on the court, by failing to properly disclose [the Comerica Fee Agreement],
and then obtaining [the Comerica Orders] from the Court that benefitted Comerica.” Id. at 732.
On that basis, the bankruptcy court vacated the Comerica Orders. Id. at 758.
III. Current Adversary Proceeding
After vacating the Comerica Orders, the bankruptcy court explained that multiple issues
that Vining had raised would need to be resolved in an adversary proceeding, including Vining’s
allegations of conspiracy by Taunt and Comerica, potential violations of state and federal law,
and Vining’s entitlement to damages and fees. See id. at 756–58. At the same time, however,
the bankruptcy court cautioned against further litigation, remarking that it was “far from clear”
that Vining’s continued pursuit of these claims would benefit the estate and its creditors. Id. at
757–58.
Regardless, Vining filed a 21-count complaint against, in relevant part, Taunt, Plunkett
Cooney, Comerica, and American Casualty. Vining’s claims fell into two categories. The first
category, the pre-petition claims, consisted of MTG’s claims against Comerica that arose before
MTG filed for bankruptcy. Those claims concerned alleged misconduct that forced MTG to go
out of business. They are not on appeal, so we do not discuss them further. The second
category, the post-petition claims, encompassed the estate’s claims against Taunt, Plunkett
Cooney, and Comerica that arose after MTG filed for bankruptcy. Those claims all related to
Taunt’s nondisclosure of the Comerica fee agreement, and some are at issue in this appeal.

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No. 24-1979 In re M.T.G., Inc. Page 6
After years of discovery disputes, the parties filed cross-motions for summary judgment.
The bankruptcy court held oral arguments on the motions for eight days. It then took six years to
write a 408-page opinion, which granted summary judgment to Vining in part, but largely
granted summary judgment to the defendants on Vining’s post-petition claims.
Three of the claims are the subject of this appeal.
First, the bankruptcy court affirmed its prior finding that Taunt and Plunkett Cooney had
committed fraud on the court. But it held that Comerica had not. The bankruptcy court reasoned
that “the duty to disclose the Comerica Fee Agreement was a duty owed by Taunt, as the Chapter
7 trustee.” 2022 Bankr. Ct. Op., R. 20-18, PageID 4716 (quoting In re MTG I, 366 B.R. at 757).
It reasoned that bankruptcy law placed no similar duty on Comerica. Because of the “inherent
value” in exposing fraud on the court, the bankruptcy court awarded Vining limited attorney’s
fees for his work pursing this claim against Taunt, and it determined that American Casualty’s
bond would cover that liability.2 Id. at 4739–40. It declined, however, to award Vining full
attorney’s fees, compensatory damages, or punitive damages.
Second, the bankruptcy court rejected Vining’s avoidance claim. Vining claimed that
certain post-petition transfers Taunt had arranged were avoidable under 11 U.S.C. § 549(a)
because they were voided ab initio when Taunt was disqualified and the bankruptcy court
vacated the Comerica Orders. The bankruptcy court disagreed, explaining that all the post-
petition transfers Vining sought to avoid were authorized by valid court orders at the time of
transfer, and therefore did not qualify for avoidance under the statute.
Third, the bankruptcy court denied Vining’s conversion claim. Vining brought a
common law and statutory conversion claim against Taunt, Plunkett Cooney, and Comerica,
arguing that Taunt’s conflict of interest disqualified him from acting as the bankruptcy trustee,
and, as a result, any “dominion or control” that Taunt exercised over the estate’s property was
2As Taunt’s surety, American Casualty is entitled to assert the same arguments as Taunt. See Ackron
Contracting Co. v. Oakland County, 310 N.W.2d 874, 876 (Mich. Ct. App. 1981). Because American Casualty has
adopted Taunt’s arguments that the bankruptcy court did not abuse its discretion by declining to award full
attorney’s fees, additional compensatory, or punitive damages, we refer only to Taunt throughout the rest of this
opinion.

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No. 24-1979 In re M.T.G., Inc. Page 7
not authorized and “wrongful.” 2022 Bankr. Ct. Op., R. 20-18, PageID 4813. The bankruptcy
court disagreed because Taunt was the Chapter 7 trustee during these transactions, and thus had
the authority to administer the estate’s property and did not unlawfully convert it.
Taking a broader view, the bankruptcy court concluded that “the estate suffered no injury
because of anything Taunt or his attorneys did or failed to do during the nearly five years that
Taunt was the Chapter 7 Trustee.” Id. at PageID 4725. On the contrary, the bankruptcy court
surmised that because the pre-petition claims against Comerica were “worth nothing,” the
Comerica Settlement Order (which settled MTG’s lender liability claims against Comerica in
exchange for $10,000), benefited the estate. Id.
Nonetheless, Vining appealed the bankruptcy court’s order. The district court affirmed
the bankruptcy court’s decision on all the challenged claims, and—despite the bankruptcy
court’s admonition that this litigation is not in the estate’s best interest—Vining now pursues this
appeal too.
ANALYSIS
In this appeal, Vining pursues three main arguments. First, that the bankruptcy court
erred in holding that Comerica was not liable for fraud on the court and that the bankruptcy court
abused its discretion in awarding only limited attorney’s fees. Second, that the bankruptcy court
should have held that the post-petition transfers were avoidable. Third, that the bankruptcy court
erroneously dismissed his conversion claims. We consider each issue in turn. In doing so, we
afford the deference we usually give to the district court to the bankruptcy court. In re Morris,
260 F.3d 654, 662 (6th Cir. 2001); Hancock v. McDermott, 646 F.3d 356, 359 n.1 (6th Cir.
2011). That means we review the bankruptcy court’s findings of fact for clear error, its
conclusions of law de novo, and its award of damages for an abuse of discretion. In re
McDonald, 29 F.4th 817, 822 (6th Cir. 2022); In re Fashion Shop of Ky., Inc., 350 F. App’x 24,
27 (6th Cir. 2009). As detailed below, we uphold the bankruptcy court’s ruling on each of the
challenged issues.

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No. 24-1979 In re M.T.G., Inc. Page 8
I. Fraud on the Court Claim
Although the bankruptcy court concluded that Taunt, and his law firm Plunkett Cooney,
were liable for fraud on the court, it held that Comerica was not. In re MTG I, 366 B.R. at 748–
49, 756–57. In this appeal, Vining argues that Comerica should not have been let off the hook
and that the court should have awarded more severe damages for Taunt’s fraud. We disagree
and hold that Comerica is not liable—either directly or vicariously—for fraud on the court and
we affirm the district court’s limited damages award.
Fraud on the court consists of “only that species of fraud which does or attempts to defile
the court itself . . . so the judicial machinery cannot perform in the usual manner its impartial
task of adjudging cases.” Buell v. Anderson, 48 F. App’x 491, 499 (6th Cir. 2002) (cleaned up).
To establish that Comerica committed fraud on the court, Vining must show there was conduct:
(1) by “an officer of the court”; (2) that was “directed to the ‘judicial machinery’ itself”; (3) that
was “intentionally false, willfully blind to the truth, or [was] in reckless disregard for the truth”;
(4) that was “a positive averment or [was] concealment when one [was] under a duty to
disclose”; and (5) that “deceive[d] the court.” Demjanjuk v. Petrovsky, 10 F.3d 338, 348 (6th
Cir. 1993). Vining has the burden of proving the existence of fraud on the court by “clear and
convincing evidence.” Carter v. Anderson, 585 F.3d 1007, 1011 (6th Cir. 2009).3
A. Direct Liability
We begin by rejecting Vining’s argument that Comerica is directly liable for fraud on the
court. As the bankruptcy court explained, Comerica is not directly liable because only an
“officer of the court” can commit fraud on the court and, in this proceeding, Comerica itself is
not an officer of the court. See Okros v. Angelo Iafrate Constr. Co., 298 F. App’x 419, 427 (6th
Cir. 2008); see also In re Michelson, 141 B.R. 715, 726 (Bankr. E.D. Cal. 1992) (explaining that
“participation by an officer of the court elevates garden-variety fraud into fraud on the court”).
3Our discussion of the requirements for “fraud on the court” should not be read to foreclose the bankruptcy
court’s discretion to sanction for misleading or unethical conduct in manners outside of a finding of fraud on the
court. See In re Jemsek Clinic, P.A., 850 F.3d 150, 156 (4th Cir. 2017).

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No. 24-1979 In re M.T.G., Inc. Page 9
Although we have not had occasion to elucidate a comprehensive definition for an officer
of the court, we have previously held that attorneys and bankruptcy trustees fall into that
category. See, e.g., Demjanjuk, 10 F.3d at 352 (attorney); Comput. Leasco, Inc. v. NTP, Inc., 194
F. App’x 328, 338 (6th Cir. 2006) (attorney); In re DeLorean Motor Co., 991 F.2d 1236, 1240
(6th Cir. 1993) (bankruptcy trustee). Attorneys and trustees are both officers of the court
because they occupy positions that “demand[] integrity and honest dealing with the court”
beyond that of any private party. Demjanjuk, 10 F.3d at 352 (quotation omitted). Taunt was
thus an officer of the court both as the Chapter 7 trustee and as counsel to the trustee. In re MTG
I, 366 B.R. at 566. The latter was also true for Charles J. Taunt & Associates, and its successor,
Plunkett Cooney. Id. In addition to attorneys and trustees, there may be other categories of
officials that similarly have heightened duties of integrity and honesty with the court, but we
need not resolve the full scope of “officers of the court” to resolve this case.
Unlike Taunt and his law firms, Comerica was neither a trustee nor an attorney and
Vining did not argue that Comerica had a greater duty to the court than any other private party
involved in a bankruptcy court proceeding. Cf. Germain v. Conn. Nat’l Bank, 988 F.2d 1323,
1330 n.8 (2d Cir. 1993) (“The creditor acts in his own interest and in general owes no [fiduciary]
duty to any other party.”). Since acting as an officer is a prerequisite for committing fraud on the
court, Comerica cannot be held directly liable.
B. Vicarious Liability
Comerica is also not vicariously liable for fraud on the court. We apply Michigan law
when evaluating Vining’s vicarious liability claim against Comerica. See Travelers Cas. & Sur.
Co. of Am. v. Pac. Gas & Elec. Co., 549 U.S. 443, 450 (2007). To prevail under a theory of
vicarious liability, Vining needs to demonstrate that Comerica is indirectly responsible for
another’s actions via a principal-agent relationship. Theophelis v. Lansing Gen. Hosp., 424
N.W.2d 478, 483 (Mich. 1988); see Rogers v. J.B. Hunt Transp., Inc., 649 N.W.2d 23, 26 (Mich.
2002). Comerica can be liable for harms inflicted by its agent’s misconduct even if it did not
itself act unlawfully. Bailey v. Schaaf, 852 N.W.2d 180, 193 (Mich. Ct. App. 2014), vacated in
part on other grounds, 856 N.W.2d 692 (Mich. 2014) (mem.); Al-Shimmari v. Detroit Med. Ctr.,

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No. 24-1979 In re M.T.G., Inc. Page 10
731 N.W.2d 29, 36 (Mich. 2007). But Vining cannot hold Comerica liable if its agent is not
itself liable for the alleged wrongdoing. See Lincoln v. Gupta, 370 N.W.2d 312, 316 (Mich. Ct.
App. 1985).
Vining advances two theories of vicarious liability. We are not persuaded by either.
First, Vining argues that Taunt’s fee agreement with Comerica created an agency
relationship, making Comerica responsible for Taunt’s fraud on the court. But no such principal-
agent relationship existed between Comerica and Taunt in these bankruptcy proceedings. A
principal-agent relationship exists where “one person acts for or represents another.” St. Clair
Intermediate Sch. Dist. v. Intermediate Educ. Ass’n/Mich. Educ. Ass’n, 581 N.W.2d 707, 716
(Mich. 1998) (quotation omitted). Michigan courts look to “the relations of the parties as they in
fact exist under their agreements or acts” to determine whether parties have created an agency
relationship. Id. (quotation omitted). For an agency relationship to form, the agreements or acts
of the parties must demonstrate that the principal—Comerica—had the “right to control the
conduct of the agent,” id.,—Taunt—including the right to specify not just what the agent does,
but how the agent does it. See Holbrook v. Olympia Hotel Co., 166 N.W. 876, 877–78 (Mich.
1918). Whether Comerica exerted this level of control over Taunt is a question of fact that we
review for clear error. St. Clair Intermediate Sch. Dist., 581 N.W.2d at 716.
Vining has not demonstrated that Comerica had the right to control Taunt. To prove
control, Vining cites Comerica General Counsel’s statement that Comerica “actively and
intentionally” used the fee agreement “to gain advantageous treatment or exert influence” over
Taunt. Hertzberg Depo. Tr., R. 27-36, PageID 6471. The text of the fee agreement and
subsequent events suggest otherwise. For example, the agreement provided that Taunt would
“Inspect/Secure Premises,” including changing locks; shutting down business operations;
inspecting real property, machinery, and equipment; securing business records; and providing
landlords access to premises. Comerica Fee Agmt., R. 30-15, PageID 12988. But the agreement
did not dictate how Taunt would conduct any of those tasks. He retained that discretion. The
agreement also provided Taunt would “[r]eview claims for payment against Becker Group,” one
of MTG’s suppliers. Id. But it did not require a specific outcome; Taunt independently chose

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No. 24-1979 In re M.T.G., Inc. Page 11
the methodology he used to evaluate the Becker Group’s claims. Taunt also negotiated with the
Becker Group and settled MTG’s claims against them, contrary to Comerica’s wishes. Because
the bankruptcy court did not clearly err in concluding that Comerica did not have the “right to
control” Taunt under the Comerica Fee Agreement, there was no agency relationship between
the two parties. And so Vining’s first theory of vicarious liability fails.
Second, Vining contends that Comerica’s attorneys committed fraud on the court and that
their liability can be imputed to Comerica. Recall that fraud on the court encompasses only
conduct that is “directed to the judicial machinery itself” and that “directly corrupt[s]” the court’s
impartial functions. Kennedy v. Schneider Elec., 893 F.3d 414, 419 (7th Cir. 2018) (quotation
omitted); see also Mazzei v. The Money Store, 62 F.4th 88, 93 (2d Cir. 2023). Taunt’s failure to
disclose the fee agreement satisfied that standard because, as trustee, he owed fiduciary and
statutory duties of candor to the bankruptcy court. The bankruptcy court, in turn, relied on his
impartial assessment of the estate’s financial condition. But by failing to disclose the fee
agreement from the bankruptcy court, Taunt concealed a conflict of interest that undermined his
impartiality and therefore impaired the court’s ability to operate as a neutral arbiter. In re MTG
I, 366 B.R. at 748–49. Comerica’s attorneys, however, bore no comparable duty to the court
under Rule 2014 and for that reason, the rationale supporting fraud-on-the-court liability for
Taunt does not extend to them. Id. at 756–57. Moreover, the bankruptcy court concluded that
even if it “could find” Comerica liable for fraud on the court “on any theory,” it “would exercise
its discretion not to award any relief against [Comerica].” 2022 Bankr. Ct. Op., R. 20-18,
PageID 4717. Given its findings regarding the actions and obligations of the various parties, the
bankruptcy court was within its discretion to deny relief.
Vining disagrees. He points to expert reports that conclude “Comerica and its counsel
actively participated in the fraud on the Court” and violated the Michigan Rules of Professional
Conduct. Witte Expert Rep., R. 27-70, PageID 9279–80. This testimony does not help Vining
because an expert may not testify as to a legal conclusion. See Berry v. City of Detroit, 25 F.3d
1342, 1353–54 (6th Cir. 1994). And even assuming Comerica’s attorneys had violated the
professional conduct rules, that would not “necessarily” amount to fraud on the court, as all
violations of the ethics rules do not automatically satisfy our fraud-on-the-court standard.

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No. 24-1979 In re M.T.G., Inc. Page 12
Trendsettah USA, Inc. v. Swisher Int’l, Inc., 31 F.4th 1124, 1133 (9th Cir. 2022) (quotation
omitted). Regardless, assuming Comerica could be liable for fraud on the court based on its
attorney’s actions here, Vining has not shown that the bankruptcy court abused its discretion in
denying relief.
Accordingly, neither of Vining’s vicarious liability theories are persuasive, and we affirm
the bankruptcy court’s decision not to sanction Comerica for fraud on the court.
C. Damages
Having concluded that Comerica is not liable for fraud on the court, we next consider
whether the bankruptcy court abused its discretion by awarding Vining only partial attorney’s
fees for Taunt and Plunkett Cooney’s fraud on the court. Bankruptcy courts possess the same
inherent authority as Article III courts to sanction litigants for misconduct. In re Downs, 103
F.3d 472, 477 (6th Cir. 1996). Fraud on the court is the type of misconduct that triggers this
authority because it undermines the “administration of justice.” Demjanjuk, 10 F.3d at 352; see
Chambers v. NASCO, 501 U.S. 32, 45–46 (1991); see also Universal Oil Prods. Co. v. Root
Refin. Co., 328 U.S. 575, 580 (1946). And when a court exercises this inherent authority, it has
broad discretion to select an appropriate remedy. In re Big Rivers Elec. Corp., 355 F.3d 415,
436 (6th Cir. 2004). We therefore review the bankruptcy court’s damages award for abuse of
discretion—reversing only if we have “a definite and firm conviction that the court below
committed a clear error of judgment.” In re Nowak, 586 F.3d 450, 454 (6th Cir. 2009) (quotation
omitted).
We conclude the bankruptcy court did not abuse its discretion by awarding only partial
attorney’s fees. After the bankruptcy court concluded in 2007 that Taunt and Plunkett Cooney
had committed fraud on the court, it required them to disgorge all fees the estate paid for their
service as the Chapter 7 trustee and vacated the Comerica Orders. In this adversary proceeding,
the bankruptcy court considered further sanctions. Although it determined that the litigation had
yielded only a “small financial benefit to the bankruptcy estate” and had resulted in “no financial
benefit to non-priority unsecured creditors,” it recognized the “the inherent value” of “exposing a
fraud on the court” and of “cleans[ing] the court of such fraud.” 2022 Bankr. Ct. Op., R. 20-18,

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No. 24-1979 In re M.T.G., Inc. Page 13
PageID 4739–40. For that reason, it awarded attorney fees against Taunt and Plunkett Cooney
for only some of Vining’s work—his time spent securing vacatur of the Comerica Orders,
obtaining the disgorgement orders, and quantifying the amount to be disgorged.
Vining now argues the bankruptcy court abused its discretion by giving such limited
relief, but we again disagree. The bankruptcy court declined to award full attorney’s fees
because Vining’s decision to pursue these claims for the better part of the last two decades has
provided only a “small financial benefit” to the estate. Id. Indeed, as far back as 2007, the
bankruptcy court warned that it was “far from clear” that Vining’s continued pursuit of these
claims would benefit the estate and its creditors. In re MTG I, 366 B.R. at 757–58. Given that
historical context, the bankruptcy court’s refusal to award full attorney’s fees does not near a
“clear error of judgment.” In re Nowak, 586 F.3d at 454 (quotation omitted).
Finally, Vining argues the bankruptcy court abused its discretion by declining to award
punitive damages. The bankruptcy code explicitly authorizes punitive damages in certain
situations. See, e.g., In re Dunning, 269 B.R. 357, 362–63 (Bankr. N.D. Ohio 2001) (11 U.S.C.
§ 362(k)); In re Wavelength, Inc., 61 B.R. 614, 619 (9th Cir. BAP 1986) (11 U.S.C. § 303(i)); In
re Zordan, No. 05 B 14742, 2006 WL 1791157, at *9 (Bankr. N.D. Ill. June 27, 2006) (11 U.S.C.
§ 523(a)). But when there is no such statutory provision, courts have been wary of allowing
bankruptcy courts to exercise “broad punitive sanction powers, given the risk of abuse.” In re
John Richards Homes Bldg. Co., 552 F. App’x 401, 414 (6th Cir. 2013). Nonetheless, Vining
argues that the bankruptcy court was required to award punitive damages. The problem,
however, is that he provides no legal authority that purportedly stands for the proposition. As
with the other forms of damages, Vining does not show that the court abused its discretion rather
than reached a result he simply dislikes.
II. Avoidance Claim
Vining next argues that the post-petition transfers were avoidable under 11 U.S.C.
§ 549(a). He contends that, when the bankruptcy court uncovered Taunt’s nondisclosure and
vacated the Comerica Orders, the vacatur rendered the Comerica orders void “ab initio.” When
an order is void ab initio, it is “as if [it] never existed.” Watt v. United States, 162 F. App’x 486,

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503 (6th Cir. 2006). Thus, in Vining’s view, we must act as if the Comerica Orders never
existed, meaning that the transfers of estate property that the orders approved were, instead, not
properly authorized. And if those transfers were not properly authorized, Vining argues, the
transfers are avoidable and require that the property be returned to the estate.
This analysis is flawed, and reviewing de novo, we again affirm the bankruptcy court’s
rejection of this claim. See In re Forbes, 372 B.R. 321, 325 (6th Cir. BAP 2007) (“The
bankruptcy court’s legal conclusion that the transfer at issue constituted an avoidable fraudulent
conveyance is reviewed de novo.”)
Section 549 of the bankruptcy code governs avoidance of post-petition transfers.
11 U.S.C. § 549(a). It provides, subject to some exceptions not applicable here, that “the trustee
may avoid” a post-petition transfer of the estate’s property that “is not authorized” by the
bankruptcy court or any provision of the bankruptcy code. Id. Avoiding a transfer of property is
tantamount to reversing a transaction because it forces the transferee to return the property to the
estate. In re Anderson, No. 86-05174, 1988 WL 1014968, at *2 (Bankr. D.N.D. June 2, 1988).
Given the statutory language, to evaluate whether a post-petition transfer is avoidable in this
context, we ask whether, at the time of adjudication, the contested transfer remains “authorized.”
Here, as an initial matter, these post-petition transfers were authorized when made. “To
‘authorize’ means ‘to give official permission for something to happen, or to give someone
official permission to do something.’” United States v. Stewart, 73 F.4th 423, 425 (6th Cir.
2023) (quoting the Cambridge Dictionary). Thus, Taunt needed to have “official permission” for
the post-petition transfers. See id. And he did. The bankruptcy court, which “speaks officially
through its orders,” allowed the post-petition transfers through the Comerica Orders. Flannigan
v. Consol. Rail Corp., 888 F.2d 127, at *2 (6th Cir. 1989) (per curiam) (unpublished table
decision).
Moreover, these transfers remain authorized to this day. True, the bankruptcy court later
vacated the Comerica Orders. But the court later explained that “none of the orders that
authorized Taunt’s actions were vacated with retroactive effect.” That construction of the
bankruptcy court’s own order was, on this record, within the court’s discretion. See In re

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Cambrian Holding Co., 110 F.4th 889, 897 (6th Cir. 2024). Vining therefore cannot avoid these
transfers, under § 549(a), on the ground that they are no longer authorized.
Still, Vining argues that the transfers are avoidable because the Comerica Orders are void
ab initio and we must treat them “as if [they] never existed.” Watt, 162 F. App’x at 503. We
disagree. As noted above, the bankruptcy court clarified that, when it vacated the Comerica
Orders, it was not voiding the post-petition transfers. The bankruptcy court had discretion to
craft and impose the relief it found suitable to remedy Taunt’s fraud on the court. In re D.H.
Overmyer Telecasting Co., Inc., 53 B.R. 963, 985 (N.D. Ohio 1984); see also 11 U.S.C. § 105(a)
(granting bankruptcy courts authority to issue “any order, process, or judgment that is necessary
or appropriate to carry out the provisions of [the bankruptcy code]”). And several features of
this case, convince us that the bankruptcy court operated within its discretion by vacating the
orders without deeming them void ab initio.
As an initial matter, we generally treat judgments as void ab initio only when a court
lacked jurisdiction to issue the judgment or the underlying proceeding deprived a participant of
due process by failing to notice a party or afford them an opportunity to be heard. United
Student Aid Funds, Inc. v. Espinosa, 559 U.S. 260, 270–71 (2010). Neither of those “infirmities”
affect the Comerica Orders, so they are not orders that we would typically treat as void. Id. at
270.
Beyond relying on our typical void-versus-voidable distinction, we also defer to the
bankruptcy court’s observation that treating the Comerica Orders as void ab initio would likely
have no effect on the result of the transfers that Vining claims were unlawful. Consider, for
example, the Comerica Claim Allowance Order, which allowed Comerica’s $5.3 million secured
claim and recognized its perfected lien on all estate property, and the Comerica Relief from Stay
Order, which allowed Comerica to pursue recovery of its claim. If those orders were void ab
initio, Vining’s theory seems to suggest that this court would act as if those orders never
existed—i.e., were “not authorized . . . by the court,” such that Vining could avoid the post-
petition transfers and then recover their dollar value, plus interest, costs, and attorney’s fees. See
id.; 11 U.S.C. §§ 549(a), 550(a).

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But Vining’s preferred result does not follow, even if we were to deem the orders void ab
initio. To begin, Comerica’s claim exceeded the value of MTG’s assets, meaning the company
had no equity when it filed for bankruptcy. Because an estate can only recover the value of its
equity in property as of the petition date, MTG would have nothing to recover. In re Bean, 252
F.3d 113, 117 (2d Cir. 2001). Moreover, avoiding any post-petition transfer to Comerica would
simply restore Comerica to the position it occupied as the estate’s largest secured creditor on the
day MTG filed for bankruptcy. See 11 U.S.C. § 502(h) (providing that a claim arising from an
avoidable transfer shall be determined and allowed or disallowed “the same as if such claim had
arisen before the date of the filing of the [bankruptcy] petition”). In other words, treating the
Comerica Orders as void ab initio would create a “a flurry of paperwork to achieve the same
result as ha[d] been achieved by [the allegedly unauthorized transfer].” In re Dave Noake, Inc.,
45 B.R. 555, 557 (Bankr. D. Vt. 1984). Treating the orders as void ab initio could also harm the
estate. As the bankruptcy court explained, the estate’s pre-petition claims against Comerica were
worthless, so settling them for $10,000 was a benefit to the estate. So holding that the Comerica
Settlement Order was void ab initio would eliminate that value.
None of the cases Vining relies on persuades us otherwise. Vining invokes In re
Schwartz, which held that actions taken in violation of the automatic stay are void. 954 F.2d
569, 575 (9th Cir. 1992). But, unlike Schwartz, this case is not about transfers taken in violation
of the stay order. Instead, Vining challenges the status of the Comerica Relief from Stay Order
and the transactions Taunt facilitated while that order lifting the stay was in effect. Even if
Schwartz addressed the right question, it would still be inapposite because we expressly rejected
its holding in Easley v. Pettibone Michigan Corp. See 990 F.2d 905, 911 (6th Cir. 1993)
(holding that transfers taken in violation of the automatic stay are voidable, not void). Vining
also cites In re Garcia, 109 B.R. 335 (N.D. Ill. 1989), and In re Leeds, 589 B.R. 186 (Bankr. D.
Nev. 2018). Like Schwartz, these two cases also address transfers that violated the automatic
stay, not transactions occurring under an order lifting the stay that was later vacated. In re
Garcia, 109 B.R. at 336; In re Leeds, 589 B.R. at 192.

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III. Conversion Claim
Vining also claims that Taunt and Plunkett Cooney are liable for common law and
statutory conversion. Although Vining’s brief does not identify the specific assets they allegedly
converted, his complaint points to the Comerica Settlement Order, which resolved the estate’s
pre-petition claims against Comerica for $10,000. Vining argues that once the bankruptcy court
vacated the settlement order, Taunt’s exertion of control over the estate’s property—that is, his
decision to settle the estate’s pre-petition claims against Comerica—was retroactively unlawful
and therefore amounted to conversion. Again, we disagree.
The common law tort of conversion turns on whether a person wrongfully exercised
control over someone else’s personal property. Aroma Wines & Equip., Inc. v. Columbian
Distrib. Servs., Inc., 871 N.W.2d 136, 141 (Mich. 2015). An “act is wrongful when it is
inconsistent with the ownership rights of another.” Victory Ests., L.L.C. v. NPB Mortg., L.L.C.,
No. 307457, 2012 WL 6913826, at *2 (Mich. Ct. App. Nov. 20, 2012) (citing Check Reporting
Servs., Inc. v. Mich. Nat’l Bank–Lansing, 478 N.W.2d 893, 900 (Mich. 1991)). So, if Taunt
“exercised ownership or control over [the estate] without having the legal authority to do so,” it
could potentially constitute conversion. See Yalda v. Better Made Snack Foods, Inc.,
No. 339211, 2018 WL 6184938, at *2 (Mich. Ct. App. Nov. 27, 2018).
But Taunt, as trustee, was entitled to control the property at issue, and that forecloses
Vining’s conversion claim. See Ritchie v. Attisha, No. 351061, 2021 WL 137252, at *3 (Mich.
Ct. App. Jan. 14, 2021). Indeed, Taunt held the exclusive statutory authority to administer the
estate. See 11 U.S.C § 704(a)(1); see also id. §§ 521(a)(4), 542(a), 543(b)(1) (requiring the
debtor to turn over the property of the estate to the trustee); id. § 363(b)(1), (c)(1) (authorizing
the trustee to “use, sell, or lease” property of the bankruptcy estate). The bankruptcy code
empowers the trustee to control and dispose of the estate’s assets, and that’s what Taunt did.
Taunt’s actions fell within the scope of his statutory duties; he “exercise[d] dominion” over the
estate by liquidating assets and settling its pre-petition claims. Cf. In re York, 291 B.R. 806, 812
(Bankr. E.D. Tenn. 2003). He did not act beyond the scope of his statutory duties or contrary to
a court order in transferring the estate’s assets. So, there can be no conversion.

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In response, Vining argues that Taunt was never qualified to serve as the Chapter 7
trustee due to his undisclosed conflict of interest. On that basis, Vining claims that Taunt never
had lawful authority to control the estate’s assets, so his actions as trustee were “wrongful.” This
argument mirrors Vining’s avoidance claim; it is based on the notion that we should treat Taunt’s
authority to transfer property as retroactively invalid, even though the bankruptcy court had
granted him that authority at the time of the Comerica Orders. And, likewise, it fails for similar
reasons as the avoidance claim. As we explained, the bankruptcy court’s decision to vacate the
Comerica Orders did not nullify their prior legal effect. Therefore, Taunt’s conflict of interest
and subsequent disqualification as trustee did not retroactively strip his authority to engage in the
earlier, court-authorized transfers. When he exerted control over the estate’s property, he was
authorized to do so and so cannot be liable for conversion.
Vining’s main precedent, In re Gray, 64 B.R. 505 (Bankr. E.D. Mich. 1986), does not
compel a different result. There, a bankruptcy court concluded that an accountant’s failure to
disclose a conflict of interest required him to disgorge all the fees he had earned because he was
“disqualified ab initio.” Id. at 507, 509–10. But it did not hold any transactions that had relied
on the accountant’s work were likewise void ab initio and had to be retroactively undone.
Indeed, the Gray court expressly declined to impose any additional sanctions on the accountant.
Id. So it does not help Vining with his claim to undo the Comerica Orders or obtain additional
sanctions against Taunt.
Finally, Vining maintains the bankruptcy court improperly applied the de facto trustee
doctrine to excuse Taunt’s lack of authority to transfer the estate’s property. The fatal flaw in
this argument is that the court did not apply the doctrine. It merely used the de facto trustee
doctrine as an “analogy” to further support its conclusion that Taunt’s disqualification as the
Chapter 7 trustee did not invalidate his once-authorized conduct. 2022 Bankr. Ct. Op., R. 20-18,
PageID 4825–26. Because the court did not apply the doctrine, Vining’s argument is inapposite.
CONCLUSION
For these reasons, we affirm.

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