Full Opinion

United States Bankruptcy Appellate Panel For the Eighth Circuit ______________________________ No. 25-6010 ______________________________ In re: Kevin P. Dandurand Debtor ------------------------------ Kanyon Holdings, LLC Creditor - Appellant v. Kevin P. Dandurand Debtor - Appellee ________________ Appeal from United States Bankruptcy Court for the District of South Dakota ____________ Submitted: May 21, 2026 Filed: August 10, 2026 ____________ Before SURRATT-STATES, FENIMORE, AND CLAIR, Bankruptcy Judges. ____________ FENIMORE, Bankruptcy Judge. Appellant Kanyon Holdings, LLC appeals the bankruptcy court’s 1 orders (1) granting Appellee Kevin Dandurand’s motion to reject a stock purchase agreement with Kanyon and (2) denying Kanyon’s motion for relief from the automatic stay. Dandurand asks the panel to dismiss this appeal due to postappeal events that he asserts both eliminated Kanyon’s appellate standing and rendered this appeal moot. For the following reasons, we deny Dandurand’s motion to dismiss and affirm the bankruptcy court’s orders on the merits. BACKGROUND This appeal continues Kanyon’s pre-bankruptcy effort to obtain a controlling interest in Dandurand’s wholly owned snack food production corporation,2 Dakota Style Foods, Inc. (DSF). Dandurand purchased DSF in 1998 3 and operated it profitably for almost twenty years. 4 Kanyon and its parent company run a private equity firm that invests primarily in real estate and operating businesses.5 In early 2023, Kanyon’s CEO, Payton Smith, mailed Dandurand two letters to communicate Kanyon’s interest in purchasing DSF.6 After some exploratory meetings and discussions,7 Dandurand’s desire to sell DSF to Kanyon became 1 The Honorable Laura L. Kulm Ask, Chief Bankruptcy Judge, United States Bankruptcy Court for the District of South Dakota. 2 Tr. Mar. 27, 2025, Evidentiary Hr’g 10:7–9, In re Dandurand, No. 24-40401 (Bankr. D.S.D. June 15, 2025), Dkt. No. 217 [hereinafter Hr’g Tr.]. 3 Hr’g Tr. 51:12–13. 4 See Hr’g Tr. 53:10–20 (discussing DSF’s growth). 5 Hr’g Tr. 157:23–158:2. 6 Hr’g Tr. 13:11–20, 158:5–12. 7 Hr’g Tr. 14:3–15:21. -2- urgent.8 Among other financial pressures,9 DSF’s sunflower seed supplier, Advanced Sunflower, was threatening to withhold shipments until DSF reduced the balance it owed to Advanced Sunflower. 10 Motivated by the need to pay Advanced Sunflower and other vendors as soon as possible, Dandurand pressed Kanyon to hasten the transaction. 11 In apparent response to Dandurand’s pressure, 12 Smith emailed a DSF representative to suggest a “total buyout” for $1.037 million. 13 Dandurand’s team counteroffered with $1.7 million.14 Smith quickly responded that Kanyon “[didn’t] see the possibility of any cash changing hands now,” but if Dandurand agreed to sell DSF to Kanyon for $1.00, and other events occurred, Kanyon “would exercise [its] option buying the shares, and inject the required capital into the business.”15 Dandurand testified that the parties had multiple phone calls after Smith’s email, during which “Smith made several commitments to [Dandurand]” concerning DSF’s debts to its vendors. 16 At the conclusion of those phone calls, Dandurand signed a 8 Hr’g Tr. 16:2–5. 9 Hr’g Tr. 59:14–60:3. 10 Hr’g Tr. 16:2–17:16, 60:21–62:15. 11 Hr’g Tr. 16:2–17:16, 63:2–5. 12 Hr’g Tr. 63:15–21 (testifying about communications during “brief meeting” following April 19 facility tour), 66:12–21 (describing Smith’s April 19 offer). 13 April 20, 2023, 11:03 a.m. Email String Payton Smith to Kevin Dandurand et al. (State Ct. Bates ID Kanyon 000099) Ex. D1, at 2, In re Dandurand, No. 24- 40401 (Bankr. D.S.D. Apr. 10, 2025), Dkt. No. 163 [hereinafter Apr. 20 Email String]; Hr’g Tr. 66:12–21. 14 Apr. 20 Email String, at 1; Hr’g Tr. 67:7–17. 15 Apr. 20 Email String, at 1; Hr’g Tr. 67:24–68:16. 16 Hr’g Tr. 69:8–16, 77:12–78:3. -3- Stock Purchase Agreement (SPA),17 agreeing to sell 90% of his interest in DSF to Kanyon at closing, to refrain from competing with DSF or soliciting any DSF employees for two years from the date of closing, and to fulfill other substantial obligations before and after closing. 18 Though the parties agree that the SPA imposed substantial obligations on Dandurand, 19 they disagree about the scope of Kanyon’s obligations under the SPA. Dandurand argues that Kanyon agreed to fulfill obligations beyond paying $1.00 in exchange for 90% of Dandurand’s shares in DSF, including paying Advanced Sunflower and other DSF vendors. Kanyon, in contrast, maintains that its only obligation was to pay the $1.00 purchase price. Though certain covenants in the SPA are ambiguous, the agreement does not facially require Kanyon to comply with the additional obligations Dandurand identifies. Almost immediately after the parties signed the SPA, Dandurand began pressuring Kanyon to fulfill its alleged preclosing commitments, including paying 17 Hr’g Tr. 69:5–7. 18 See Stock Purchase Agreement Ex. K6, at 1, 5, 16–20, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Apr. 10, 2025), Dkt. No. 163 [hereinafter Stock Purchase Agreement] (imposing various obligations on Dandurand as seller). 19 Appellant’s Principal Br. 46 (“[A]s of the petition date, the only performance remaining under the SPA was on [Dandurand’s] side.”); Appellee’s Principal Br. 25 (“The lower court properly found that the [SPA] was executory because there were unperformed duties on both sides . . . .”). -4- DSF’s vendors 20 and taking other preclosing steps. 21 When Kanyon declined to make preclosing payments, Dandurand attempted to rescind. 22 Kanyon resisted.23 Counsel for Dandurand then received a letter from Kanyon stating that closing would occur more than two months earlier than the originally scheduled closing date. 24 The letter also waived all the conditions to Kanyon’s obligation to close.25 20 See, e.g., Hr’g Tr. 77:21–78:3 (“Are you paying Advanced Sunflower? . . . [H]is response was, we’re working on it . . . . And I said . . . that wasn’t the agreement. The agreement was you were going to pay Advanced Sunflower seed.”); April 24, 2023, 18:32 Email String Kevin Dandurand to Payton Smith et al. (State Ct. Bates ID Kanyon 000039) Ex. D3, at 1, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Apr. 10, 2025), Dkt. No. 163 [hereinafter Apr. 24 Email String] (“If we can’t get the film company [$]208k to loosen them up the plant will shut down completely by the latest next week.”). 21 April 27, 2023, 22:45 Email String Kevin Dandurand to Jared Gass et al. (State Ct. Bates ID 000027) Ex. D4, at 1, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Apr. 10, 2025), Dkt. No. 163 (“I would like to have in writing exact detail on how you plan to invest funds into the company. What happens if the real estate plan doesn’t work out . . . ? Also your plan to pay my personal company loans as well as buy out my interest. Employee plans for healthcare and equity, etc. Employment contracts for key personnel . . . .”). 22 Hr’g Tr. 77:14–78:12. 23 Hr’g Tr. 78:11–79:23. 24 May 3, 2023, Letter to Zach Crane Re: Waiver Conditions Close Ex. K9, at 1, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Apr. 10, 2025), Dkt. No. 163 [hereinafter Waiver Letter]. 25 Waiver Letter, at 1. -5- Kanyon appeared at closing “ready, willing and able to close the transaction,” 26 but Dandurand did not appear.27 Closing never occurred. 28 Shortly thereafter, Kanyon served Dandurand with a state court lawsuit,29 seeking specific performance of the SPA, damages for Dandurand’s alleged breach of the agreement, and other relief.30 Dandurand answered, counterclaimed, and filed motions to dismiss that the state court subsequently denied. 31 Dandurand’s state- court counsel estimated that the parties accomplished approximately “30 percent of the work” necessary to complete the state-court litigation. 32 Meanwhile, Dandurand’s personal finances were deteriorating. He had already spent more than $200,000 to litigate against Kanyon, 33 with an additional $400,000 to $500,000 in legal fees looming.34 He cut his personal salary in half,35 and then completely stopped taking a salary. 36 He used personal credit cards to keep 26 Hr’g Tr. 168:17–169:7. 27 Hr’g Tr. 115:11–13. 28 See Hr’g Tr. 87:19–20 (“I wasn’t going to close.”). 29 Hr’g Tr. 125:2–9. 30 Am. State Ct. Compl. Ex. D13, at 16–18, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Apr. 10, 2025), Dkt. No. 163 [hereinafter State Ct. Compl.]. 31 Hr’g Tr. 20:5–21:1. 32 Hr’g Tr. 141:2–6. 33 Hr’g Tr. 95:2–6. 34 Hr’g Tr. 141:22–24. 35 Hr’g Tr. 41:14–20, 92:4–5. 36 Hr’g Tr. 96:19–97:2. -6- DSF afloat 37 and incurred new debt to pay existing debts. 38 He began paying only the minimum balances due on his credit cards.39 Though Dandurand met with bankruptcy counsel in mid-2023, he did not file a bankruptcy petition at that time.40 By December 2024, however, Dandurand realized he needed to “bring an end” to the state-court litigation and his financial deterioration.41 To that end, Dandurand offered Kanyon $100,000 to settle the litigation and said he would seek bankruptcy protection if Kanyon did not accept the offer.42 Kanyon rejected Dandurand’s offer.43 The day after Kanyon rejected his settlement offer, Dandurand commenced his bankruptcy case, electing to proceed under subchapter V of chapter 11.44 Dandurand testified that he sought bankruptcy relief to gain control of his personal finances, reject the SPA, and reduce legal costs, among other reasons. 45 37 Hr’g Tr. 99:5–15. 38 Hr’g Tr. 30:14–32:6, 35:13–37:6, 37:16–21, 90:24–91:1. 39 Hr’g Tr. 92:10–21. 40 Hr’g Tr. 90:2–8. 41 Hr’g Tr. 24:16–25. 42 Email String Dated December 6–8, 2024, Between Joe Erickson & Stan Siegel Ex. K5, at 2, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Apr. 10, 2025), Dkt. No. 163 [hereinafter Dec. 6–8 Email String]. 43 Dec. 6–8 Email String, at 1. 44 Chapter 11 Voluntary Pet. Individuals, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Dec. 9, 2024), Dkt. No. 1. 45 See Hr’g Tr. 90:24–92:21 (discussing “borrowing credit to pay credit,” cost and duration of litigation, and payment of only minimum balances on credit cards). -7- Kanyon quickly moved for relief from the automatic stay, seeking authority to continue the state-court litigation,46 and later filed a motion to dismiss Dandurand’s case. 47 Kanyon also filed a proof of claim for Dandurand’s alleged breach of the SPA.48 Dandurand then filed a motion to reject the SPA.49 The bankruptcy court conducted combined hearings on Kanyon’s motion for relief from the automatic stay, Kanyon’s motion to dismiss, and Dandurand’s motion to reject the SPA.50 The bankruptcy court subsequently entered an opinion51 and orders (1) denying Kanyon’s motion to dismiss Dandurand’s bankruptcy case,52 (2) granting 46 Mot. Relief Automatic Stay, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Jan. 3, 2025), Dkt. No. 53. 47 Mot. Dismiss Case, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Feb. 17, 2025), Dkt. No. 124. 48 Proof Claim No. 14-1, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Feb. 10, 2025). The parties did not designate Kanyon’s proof of claim as an item included in the record on appeal, but that claim’s existence is relevant to this panel’s analysis of Dandurand’s motion to dismiss. Consequently, this panel orders that the record on appeal include Kanyon’s proof of claim. See Fed. R. Bankr. P. 8009(a)(4) (“The record on appeal must include: . . . any other items from the record that the court where the appeal is pending orders to be included.”). 49 Mot. Reject Executory Contract, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Feb. 11, 2025), Dkt. No. 121. 50 Hr’g Tr. 4:1. 51 Decision Re: Kanyon Holdings, LLC’s Mot. Dismiss; Debtor’s Mot. Reject Executory Contract; Kanyon Holdings, LLC’s Mot. Relief Automatic Stay, In re Dandurand, No. 24-40401 (Bankr. D.S.D. May 23, 2025), Dkt. No. 192 [hereinafter Op.]. 52 Order Denying Kanyon Holdings, LLC’s Mot. Dismiss, In re Dandurand, No. 24-40401 (Bankr. D.S.D. May 23, 2025), Dkt. No. 193. -8- Dandurand’s motion to reject the SPA, 53 and (3) denying Kanyon’s motion for relief from the automatic stay. 54 Though the bankruptcy court authorized Dandurand to reject the SPA, the court did not set a deadline for Kanyon to file a proof of claim for contract rejection damages. This appeal of the bankruptcy court’s orders approving contract rejection and denying stay relief followed. At least two postappeal events arguably affect the issues on appeal and, therefore, merit additional elucidation: (1) Kanyon’s withdrawal of its proof of claim and (2) confirmation of Dandurand’s chapter 11 plan. Relying on these postappeal circumstances, Dandurand now asks this panel to dismiss this appeal as moot and for lack of standing. The first relevant postappeal circumstance is Kanyon’s withdrawal of its proof of claim.55 After initiating this appeal, Kanyon sought 56 and received approval57 to withdraw its proof of claim for breach of the SPA. Kanyon’s stated “[g]ood cause” for the withdrawal was “avoid[ing] litigation expense for the estate and Kanyon.”58 Nothing in the record reflects that Kanyon filed a new claim for contract rejection damages or that the bankruptcy court set a deadline for Kanyon to file that type of claim. 53 Order Granting Debtor’s Mot. Reject Executory Contract, In re Dandurand, No. 24-40401 (Bankr. D.S.D. May 23, 2025), Dkt. No. 194. 54 Order Denying Kanyon Holdings, LLC’s Mot. Relief Automatic Stay, In re Dandurand, No. 24-40401 (Bankr. D.S.D. May 23, 2025), Dkt. No. 195. 55 Order Approving Kanyon Holdings, LLC’s Mot. Withdraw Proof Claim 14, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Oct. 23, 2025), Dkt. No. 304. 56 Mot. Authority Withdraw Proof Claim 14, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Oct. 15, 2025), Dkt. No. 294. 57 Order Approving Kanyon Holdings, LLC’s Mot. Withdraw Proof Claim 14. 58 Mot. Authority Withdraw Proof Claim 14, at 1. -9- The second relevant postappeal event is confirmation of Dandurand’s chapter 11 plan. Dandurand filed his chapter 11 plan before the bankruptcy court held its combined hearing and entered the opinion and orders now on appeal.59 That plan stated that Dandurand would reject the SPA 60 and provided viable paths to reorganization no matter how the bankruptcy court ruled on contract rejection and stay relief. Specifically, the plan provided alternative treatment for Kanyon’s claim: if the bankruptcy court granted the rejection motion, then claim valuation would follow, but if the bankruptcy court denied the rejection motion, then Dandurand would file an adversary proceeding against Kanyon to avoid the SPA as a “voidable transfer” and seek claim valuation.61 Dandurand did not change Kanyon’s treatment under the plan after the bankruptcy court granted Dandurand’s rejection motion and denied Kanyon’s motion for stay relief. 62 And though Kanyon originally objected to confirmation,63 it ultimately withdrew its objection 64 and, with court approval, ballot rejecting Dandurand’s plan. 65 Consequently, after Kanyon took this appeal, the bankruptcy 59 See Debtor’s Plan Dated March 10, 2025, Ex. K13, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Apr. 10, 2025), Dkt. No. 163 [hereinafter Mar. 2025 Plan]. 60 Mar. 2025 Plan, at 2, 9, 11–13. 61 Mar. 2025 Plan, at 2. 62 Compare Mar. 2025 Plan, at 2, 8, 10 (describing valuation of Kanyon’s claim after rejection or at conclusion of avoidance action) with Plan as Confirmed, at 2, 7–8, 10, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Nov. 13, 2025), Dkt. No. 317 (same). 63 Obj. Confirmation Plan, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Apr. 14, 2025), Dkt. No. 170. 64 Withdrawal, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Oct. 15, 2025), Dkt. No. 288. -10- court confirmed Dandurand’s plan with only minor amendments unrelated to Kanyon and the substantive issues before this panel.66 The confirmed plan retains the preappeal language providing alternatives for treating Kanyon’s claim. 67 Dandurand premises his motion to dismiss on these postappeal events. This panel analyzes both the motion to dismiss and the merits of this appeal below. DISCUSSION I. We deny Dandurand’s motion to dismiss because no postappeal events relieve us of our obligation to hear and decide this appeal. As a preliminary matter, Dandurand asks us to dismiss this appeal without reaching the merits, arguing that Kanyon’s postappeal withdrawal of its proof of claim and the confirmation of Dandurand’s plan “had the effect of erasing Kanyon Holdings’ standing . . . while also mooting the instant appeal.”68 We determine that the circumstances Dandurand raises do not relieve us of our “virtually unflagging” obligation to decide this appeal. See Lexmark Int’l, Inc. v. Static Control Components, Inc., 572 U.S. 118, 126–28 (2014) (criticizing prudential barriers to judicial review). Consequently, we deny Dandurand’s motion to dismiss on both grounds. A. Kanyon retains standing to pursue this appeal. As his first basis for dismissal, Dandurand argues that plan confirmation and Kanyon’s withdrawal of its proof of claim “eras[ed] Kanyon Holdings’ standing”69 65 Hr’g Mins. Re: Obj. Claim, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Oct. 23, 2025), Dkt. No. 305. 66 Order Confirming Plan, In re Dandurand, No. 24-40401 (Bankr. D.S.D. Nov. 13, 2025), Dkt. No. 316. 67 Plan as Confirmed, at 2, 7–8, 10. 68 Appellee’s Mot. Dismiss 5. -11- to litigate this appeal under the Eighth Circuit’s “person aggrieved” doctrine. We reject this basis for dismissal. Though Dandurand appears to rely primarily on the person aggrieved doctrine, his arguments concerning standing also implicate Article III of the United States Constitution.70 Accordingly, we begin by assessing Kanyon’s standing under Article III’s applicable framework. Article III’s standing requirement is a jurisdictional limit to federal review that contains three elements: (1) injury in fact; (2) causation; and (3) redressability. Lujan v. Defs. of Wildlife, 504 U.S. 555, 560– 61 (1992); Muff v. Wells Fargo Bank NA, 71 F.4th 1094, 1100 (8th Cir. 2023). As to the first element, the bankruptcy court’s decisions injure Kanyon by altering its contractual rights, including its right to an investment opportunity under the SPA and its right to seek specific performance in a nonbankruptcy court. These injuries are concrete, particularized, and actual deprivations of Kanyon’s rights, and they give Kanyon a direct stake in the outcome of this appeal. Kanyon’s injuries, therefore, satisfy the first element of Article III standing. Kanyon’s injuries also satisfy the second element, causation, because those injuries directly result from the bankruptcy court’s orders permitting contract rejection and denying Kanyon stay relief. Finally, under the third element, reversal on appeal would redress Kanyon’s injuries by restoring its rights to seek specific performance and pursue its desired investment opportunity. Thus, Kanyon has Article III standing to pursue this appeal on its merits, and we retain jurisdiction to hear this appeal on that basis. We also retain authority to hear this appeal under the Eighth Circuit’s person aggrieved doctrine. Though courts often describe the person aggrieved doctrine as one of appellate standing in bankruptcy, Peoples v. Radloff (In re Peoples), 764 F.3d 817, 820 (8th Cir. 2014), the doctrine is narrower and more restrictive than the traditional test governing constitutional standing under Article III. Opportunity Fin., LLC v. Kelley, 69 Appellee’s Mot. Dismiss 5. 70 U.S. Const. art. III. -12- 822 F.3d 451, 458 (8th Cir. 2016); Mercy Health Network v. Mercy Hosp., Iowa City, IA, 178 F.4th 449, 455–56 (8th Cir. 2026) (Stras, J., concurring). The person aggrieved doctrine functions as a prudential limit to bankruptcy appeals,71 rather than as a barrier to jurisdiction, serving prudence by curtailing collateral attacks from bankruptcy participants who suffer only indirect injuries and who are not party to the dispute on appeal. Wigley v. Wigley (In re Wigley), 886 F.3d 681, 684 (8th Cir. 2018). To achieve efficient judicial administration in bankruptcy, we limit appellate review to decisions that directly affect an appellant’s interests. Id. (quoting Travelers Ins. Co. v. H.K. Porter Co., 45 F.3d 737, 741 (3d Cir. 1995)). As its name implies, the doctrine permits only persons aggrieved to appeal bankruptcy decisions. Peoples, 764 F.3d at 820. A person “directly and adversely affected pecuniarily by the order” on appeal is a person aggrieved. Id. (quoting Sears v. U.S. Tr. (In re AFY), 734 F.3d 810, 819 (8th Cir. 2013)). An order sufficiently affects a person’s pecuniary interests if the order injures the person’s property or impairs the person’s rights. Opportunity Fin., LLC, 822 F.3d at 458; Williams v. Marlar (In re Marlar), 267 F.3d 749, 753 n.1 (8th Cir. 2001). The harmful pecuniary impact must be direct, real, and immediate—not remote or speculative. Opportunity Fin., LLC, 822 F.3d at 458; Mercy Health Network, 178 F.4th at 453. 71 For the purposes of this appeal, we presume that the person aggrieved doctrine survives the Supreme Court’s admonishment against prudential barriers to standing in Lexmark because the Eighth Circuit has continued to apply the doctrine after that ruling. See, e.g., Mercy Health Network, 178 F.4th at 453 (applying the doctrine after Lexmark despite a concurring opinion spotlighting issues surrounding its continuing viability and utility). But see Arlington Cap., LLC v. Bainton McCarthy LLC (In re GT Automation Grp., Inc.), 828 F.3d 602, 605 n.1 (7th Cir. 2016) (declining to “discuss whether, after Lexmark, the standing analysis in bankruptcy cases involves any ‘prudential’ considerations”); Adams v. Roman Cath. Church of Archdiocese of New Orleans (In re Roman Cath. Church of Archdiocese of New Orleans), 101 F.4th 400, 408 (5th Cir. 2024) (“Indeed, this court’s ‘exacting’ ‘person aggrieved’ test may be incompatible with the Supreme Court’s decision in Lexmark, which cast doubt on the role of prudential standing rules in federal courts.”). -13- Under this test, Kanyon is a person aggrieved and may pursue this appeal. The orders on appeal directly and adversely affect Kanyon’s pecuniary rights by diminishing its property right to the DSF shares, impairing its right to pursue its investment opportunity, and preventing it from litigating its rights under the SPA in state court. Moreover, even if the DSF shares are currently worthless under certain valuation methods, the orders injure Kanyon’s pecuniary interests because the impairment of Kanyon’s investment opportunity injures its rights to pursue potential future monetary benefit. Specifically, the SPA gives Kanyon an interest in using DSF’s assets and operations to maximize Kanyon’s potential return on investment. Though Kanyon’s pecuniary injury has not been liquidated because its investment has yet to come to fruition, Kanyon’s loss of its investment opportunity clearly is pecuniary in nature. And because Kanyon’s injuries stem directly from the bankruptcy court’s orders and not a remote or speculative future proceeding, the orders’ effects are sufficiently immediate to satisfy the person aggrieved doctrine. Cf. Opportunity Fin., LLC, 822 F.3d at 458–59 (concluding parties were not persons aggrieved because their potential injuries would stem from a separate, remote avoidance action involving factual and legal issues distinct from those asserted in pending appeal). These direct pecuniary injuries survive plan confirmation and Kanyon’s withdrawal of its proof of claim. As to Kanyon’s withdrawal of its claim, we decline Dandurand’s invitation to interpret the person aggrieved doctrine to extend appellate review only to parties holding valid proofs of claim; a prerequisite that restrictive contradicts the far-reaching ways bankruptcy decisions often affect non-creditors. Cf. Truck Ins. Exch. v. Kaiser Gypsum Co., 602 U.S. 268, 281–82 (2024) (concluding that insurer was a party in interest entitled to object to a debtor’s chapter 11 plan confirmation because the proposed plan affected the insurer pecuniarily). Moreover, even if the person aggrieved doctrine requires Kanyon to assert a claim against the bankruptcy estate, Kanyon’s withdrawal of its claim did not destroy its appellate standing. The bankruptcy court retains discretion under Rules 3003(c)(3) and 3002(c)(4) to set a deadline for Kanyon to file a proof of claim following -14- rejection and, because the SPA’s rejection remains pending on appeal, 72 that court has not yet set that deadline. Similarly, plan confirmation did not divest Kanyon of any pecuniary interest in this appeal because the plan specifically contemplates alternative outcomes that each affect Kanyon’s pecuniary rights. Under the confirmed plan, either Dandurand will successfully reject the SPA, and Kanyon may assert a claim against the estate for rejection damages, or Dandurand will not be permitted to reject the SPA, and he will instead attempt to avoid the SPA as a fraudulent transfer in a separate adversary proceeding. 73 Under this alternative structure, Kanyon’s interest in opposing contract rejection and seeking stay relief remains intact. Consequently, the record does not support Dandurand’s argument under the person aggrieved doctrine. Because the postappeal events that Dandurand raises do not erase Kanyon’s ongoing pecuniary injuries or its standing to pursue this appeal, we decline to dismiss on this ground. B. This appeal is not moot. Dandurand next argues that plan confirmation and Kanyon’s withdrawal of its proof of claim render this appeal constitutionally and equitably moot. For the following reasons, we disagree. 1. Constitutional mootness does not bar this appeal. The doctrine of constitutional mootness derives from Article III’s requirement that courts decide only live “cases and controversies” and deprives courts of jurisdiction to decide moot questions. See Chafin v. Chafin, 568 U.S. 165, 171–72 72 See Fed. R. Bankr. P. 3003(c)(3) (authorizing court to permit contract rejection claim after claims bar date has expired in chapter 11 cases by reference to Rule 3002(c)(4)); Fed R. Bank. P. 3002(c)(4) (permitting a creditor to file a claim for contract rejection damages “within the time set by the court”). 73 Plan as Confirmed, at 2, 7–8, 10. -15- (2013). The doctrine persists on appeal. Lewis v. Cont’l Bank Corp., 494 U.S. 472, 478–79 (1990). The standard to hold an appeal constitutionally moot is demanding. Mission Prod. Holdings, Inc. v. Tempnology, LLC, 587 U.S. 370, 377 (2019). “[A]s long as the parties have a concrete interest, however small, in the outcome of the litigation, the case is not moot.” Ellis v. Bhd. of Ry., Airline & S.S. Clerks, Freight Handlers, Express & Station Emps., 466 U.S. 435, 442 (1984) (citing Powell v. McCormack, 395 U.S. 486, 496–98 (1969)). An appeal becomes moot only if intervening circumstances “make[] it impossible for the court to grant ‘any effectual relief.’” Church of Scientology of Cal. v. United States, 506 U.S. 9, 12 (1992) (quoting Mills v. Green, 159 U.S. 651, 653 (1895)). A court should not dismiss an appeal as long as even a “partial remedy” is possible. Id. at 13. The present circumstances do not satisfy this demanding standard. Kanyon has concrete interests in the outcome of this litigation because the decisions on appeal deprive Kanyon of its interest in the SPA, its opportunity to invest in DSF, and its ability to litigate its specific performance case. Just as plan confirmation and Kanyon’s withdrawal of its claim do not defeat bankruptcy appellate standing, those events also do not defeat Kanyon’s interests in the outcome of this appeal. Those events certainly do not make it impossible for us to grant any effective relief if we accept Kanyon’s substantive arguments. Thus, Kanyon’s appeal is not constitutionally moot. 2. Equitable mootness does not require us to dismiss this appeal. When constitutional mootness does not mandate dismissal, appellate courts in the Eighth Circuit may nonetheless dismiss a bankruptcy appeal if “common sense or equitable considerations” excuse appellate review. FishDish, LLP v. VeroBlue Farms USA, Inc. (In re VeroBlue Farms USA, Inc.), 6 F.4th 880, 888 (8th Cir. 2021) (quoting Manges v. Seattle-First Nat’l Bank (In re Manges), 29 F.3d 1034, 1039 (5th Cir. 1994)). Though courts traditionally referred to this bankruptcy-specific barrier to appellate review as “equitable mootness,” the Eighth Circuit recently criticized -16- the doctrine and “banish[ed] ‘equitable mootness’ from the (local) lexicon.” Id. at 888–89 (first quoting In re UNR Indus., Inc., 20 F.3d 766, 769 (7th Cir. 1994), then citing In re One2One Commc’ns, LLC, 805 F.3d 428, 446–47 (3d Cir. 2015) (Krause, J., concurring)). Thus, a party requesting dismissal on this basis must pass a “rigorous test” to persuade the appellate court that “bankruptcy equities and pragmatics justify foregoing . . . judicial review.” Id. at 883. Though no specific standard governs our administration of this test, “[t]he most important factors are whether the confirmed plan [‘]has been substantially consummated and, if so, what effects reversal of the plan would likely have on third parties.’” Id. at 889 (quoting Search Mkt. Direct, Inc. v. Jubber (In re Paige), 584 F.3d 1327, 1339 (10th Cir. 2009)).74 It may be appropriate to forego judicial review after confirmation if “a party seeks appellate review of an issue that, if upset, would unduly disturb the plan,” Williams v. Citifinancial Mortg. Co. (In re Williams), 256 B.R. 885, 896 (B.A.P. 8th Cir. 2001), or if reversal would otherwise “creat[e] an unmanageable and uncontrollable situation.” Blackwell v. Little (In re Little), 253 B.R. 427, 431 (B.A.P. 8th Cir. 2000). On this record, we conclude the “bankruptcy equities and pragmatics” do not pass the Eighth Circuit’s “rigorous test” to excuse appellate review. In re VeroBlue Farms USA, Inc., 6 F.4th at 883. The confirmed plan explicitly proposed alternative paths for reorganization no matter how the bankruptcy court ruled on contract rejection and stay relief.75 Those alternative paths alleviate any unfairness that third parties might have 74 Though courts also consider whether the appellant obtained a stay pending appeal of the decision that allegedly renders the appeal moot, In re VeroBlue Farms USA, Inc., 6 F.4th at 889, Kanyon’s failure to seek a stay pending appeal is not critical to our inquiry here because the plan confirmation order that allegedly rendered this appeal moot is not subject to any appeal. 75 Plan as Confirmed, at 2, 7–8, 10. -17- otherwise suffered and undermine Dandurand’s arguments that this appeal would unduly disturb the plan and that equity weighs against appellate review. Similarly, Kanyon’s preconfirmation withdrawal of its prepetition claim is not inconsistent with the plan or Kanyon’s ongoing pursuit of this appeal. The plan provides that Kanyon would have a claim for contract rejection damages if Dandurand prevails in this litigation, and applicable Rules give the bankruptcy court authority to impose a deadline after rejection. Finally, Dandurand’s argument that the plan’s reliance on employment income “moots” the appeal proves too much. The Eighth Circuit’s reluctance to invoke equitable mootness cautions against a rule that would entitle debtors to maintain their current employment merely by obtaining confirmation of wage- funded plans. Moreover, the record does not show that the difficulty Dandurand anticipates in obtaining alternative local employment or income sources would create a truly unmanageable or uncontrollable situation. Consequently, we deny Kanyon’s motion to dismiss this appeal as equitably moot. Having dispensed with the motion to dismiss, we turn to the merits of this appeal. II. We affirm the bankruptcy court’s rulings on their merits. Two competing stories and two competing motions lie at the heart of this appeal. Dandurand contends that Kanyon duped him into signing a potentially ruinous agreement that fails to specify Kanyon’s true obligations. 76 Dandurand asked the bankruptcy court to free him from this agreement, and the bankruptcy court obliged. In contrast, Kanyon frames this matter as one of an altruistic private equity firm attempting to save a South Dakota snack food institution from financial collapse with $1.00, an unspecified investment strategy, and good intentions.77 Kanyon 76 Appellee’s Principal Br. 21. 77 See, e.g., Hr’g Tr. 159:20–24 (“So we are interested in buying the company but we’re not like profiteers where we’re doing everything for money sake. And so -18- asked the bankruptcy court to let it pursue these intentions by continuing its pending state-court litigation against Dandurand, and the bankruptcy court declined. On appeal, Kanyon challenges the merits of the bankruptcy court’s decisions and two evidentiary rulings. Because we conclude the bankruptcy court did not commit reversible error—evidentiary or otherwise—we affirm. A. The bankruptcy court’s evidentiary rulings do not require reversal. We begin by resolving two evidentiary questions that Kanyon raises. First, did the bankruptcy court err in admitting and considering parol evidence to determine whether the SPA is an executory contract? And second, did the bankruptcy court commit reversible error by declining to give weight to Dandurand’s settlement offer? For the following reasons, we conclude that the answer to both questions is no. 1. The bankruptcy court properly admitted and considered parol evidence of the SPA’s terms. Kanyon first argues that the bankruptcy court committed reversible error by admitting and considering parol evidence to determine the SPA’s terms and conditions. The bankruptcy court applied South Dakota law and concluded, among other things, that certain provisions in the SPA render its conditions to closing ambiguous and permitted the court to admit parol evidence to construe those conditions, despite a merger clause stating that the SPA’s language controls. 78 like we’ve got settlement offers and different things and we’ve said from the very beginning we’re not doing this for money.”), 181:4–10 (“[O]ur intention with this whole deal was to help Kevin Dandurand out when he called us in need. . . . [Kanyon is still pursuing the deal] because we got more involved and now we have a vision for the company and we understand the struggles and we care about people and we want to save jobs in South Dakota.”). 78 See Op. 13–15. -19- Like the bankruptcy court, we determine that South Dakota law governs our analysis of the parol evidence rule. See Severson v. Fleck, 251 F.2d 920, 923 (8th Cir. 1958) (applying state law); Finstad v. Gord (In re Finstad), 613 B.R. 180, 183 (B.A.P. 8th Cir. 2020) (rejecting appellants’ argument that “the application of North Dakota’s parol evidence rule is preempted by the United States Constitution’s Supremacy Clause, the Bankruptcy Clause, and federal bankruptcy law”). Applying South Dakota law, we agree that (1) the SPA ambiguously describes the preconditions to its closing, (2) the conditions precedent exception to the parol evidence rule applies, and (3) the merger clause does not preclude the admission of parol evidence in these circumstances. Consequently, the bankruptcy court did not err. Parol evidence, meaning evidence extrinsic to the four corners of a contract, generally is inadmissible to contradict a contract’s written terms. See S.D. Codified Laws § 53-8-5. But a court may consult parol evidence when the contract language “is ambiguous[] and does not speak to a subject it would normally be expected to” address. Sioux Steel Co. v. Ins. Co. of Pa., 127 F.4th 1113, 1118 (8th Cir. 2025) (quoting AFSCME Loc. 1922 v. South Dakota, 444 N.W.2d 10, 12 (S.D. 1989)). A contract’s language is ambiguous if “it is capable of more than one meaning when viewed objectively by a reasonably intelligent person who has examined the context of the entire integrated agreement.” Brown v. Cont’l Res., Inc., 58 F.4th 1023, 1025 (8th Cir. 2023) (quoting Vander Heide v. Boke Ranch, Inc., 736 N.W.2d 824, 836 (S.D. 2007)). Here, ambiguities in the SPA open the door for parol evidence. Article II, Section 2.01 of the SPA contains an error message, setting closing to occur “after the last of the conditions to Closing set forth in Error! Bookmark not defined.Error! Reference source not found. [sic] have been satisfied or waived.”79 This language creates significant ambiguity because it invites multiple interpretations of the SPA. Kanyon posits that this language refers to Article VI of 79 Stock Purchase Agreement, at 4. -20- the SPA, titled “Conditions to Closing.” 80 But “a reasonably intelligent person who has examin