There are two issues presented for review:

(1) whether the Bankruptcy Court has subject matter jurisdiction over a bankruptcy petition under 28 U.S.C. § 157 and 28 U.S.C. § 1334, filed by an allegedly managing member on behalf of a bankruptcy debtor, while the petitioners raised an independent claim under the Rooker-Feldman doctrine and 28 U.S.C. § 1738 that the alleged managing member is a bad-faith transferee under U.C.C. § 9-617 and its Official Comments in a U.C.C. Article 9 sale; and

(2) if so, whether the independent claim disputing the ownership of the bankruptcy debtor constitutes an adverse claim sufficient to defeat a buyer's good-faith purchaser status under 11 U.S.C. § 363(m) in a bankruptcy sale for the bankruptcy debtor's property.

Whether the Bankruptcy Court has subject matter jurisdiction over a bankruptcy petition when an independent claim challenges the managing member's authority, and whether such a claim defeats a buyer's good-faith purchaser status under 11 U.S.C. § 363(m)