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SUPREME COURT OF THE UNITED STATES

No. 91-571

ROBERT J. TAYLOR, TRUSTEE, PETITIONER v. FREELAND & KRONZ, WENDELL G.

FREELAND and RICHARD

F. KRONZ

on writ of certiorari to the united states court of
appeals for the third circuit

[April 21, 1992]

Justice Thomas delivered the opinion of the Court.

The debtor in this case, Emily Davis, declared bankruptcy
while she was pursuing an employment discrimination
claim in the state courts. The relevant proceedings began
in 1978 when Davis filed a complaint with the Pittsburgh
Commission on Human Relations. Davis alleged that her
employer, Trans World Airlines (TWA), had denied her
promotions on the basis of her race and sex. The Commission held for Davis as to liability but did not calculate the
damages owed by TWA. The Pennsylvania Court of
Common Pleas reversed the Commission, but the Pennsylvania Commonwealth Court reversed that court and reinstated the Commission's determination of liability. TWA
next appealed to the Pennsylvania Supreme Court.

In October 1984, while that appeal was pending, Davis
filed a Chapter 7 bankruptcy petition. Petitioner, Robert J.
Taylor, became the trustee of Davis' bankruptcy estate.
Respondents, Wendell G. Freeland, Richard F. Kronz, and
their law firm, represented Davis in the discrimination suit.
On a schedule filed with the Bankruptcy Court, Davis
claimed as exempt property the money that she expected to
win in her discrimination suit against TWA. She described
this property as "Proceeds from lawsuit -- [Davis] v. TWA"
and "Claim for lost wages" and listed its value as "unknown." App. 18.

Performing his duty as a trustee, Taylor held the required
initial meeting of creditors in January 1985. See 11 U.S.C. § 341; Bkrtcy. Rule 2003(a). At this meeting, respondents
told Taylor that they estimated that Davis might win
$90,000 in her suit against TWA. Several days after the
meeting, Taylor wrote a letter to respondents telling them
that he considered the potential proceeds of the lawsuit to
be property of Davis' bankruptcy estate. He also asked
respondents for more details about the suit. Respondents
described the procedural posture of the case and expressed
optimism that they might settle with TWA for $110,000.

Taylor decided not to object to the claimed exemption.
The record reveals that Taylor doubted that the lawsuit had
any value. Taylor at one point explained: "I have had past
experience in examining debtors . . . . [M]any of them . . .
indicate they have potential lawsuits. . . . [M]any of them
do not turn out to be advantageous and . . . many of them
might wind up settling far within the exemption limitation."
App. 52. Taylor also said that he thought Davis' discrimination claim against TWA might be a "nullity." Id., at 58.

Taylor proved mistaken. In October 1986, the Pennsylvania Supreme Court affirmed the Commonwealth Court's
determination that TWA had discriminated against Davis.
In a subsequent settlement of the issue of damages, TWAagreed to pay Davis a total of $110,000. TWA paid part of
this amount by issuing a check made to both Davis and
respondents for $71,000. Davis apparently signed this
check over to respondents in payment of their fees. TWA
paid the remainder of the $110,000 by other means. Upon
learning of the settlement, Taylor filed a complaint against
respondents in the Bankruptcy Court. He demanded that
respondents turn over the money that they had received
from Davis because he considered it property of Davis'
bankruptcy estate. Respondents argued that they could
keep the fees because Davis had claimed the proceeds of the
lawsuit as exempt.

The Bankruptcy Court sided with Taylor. It concluded
that Davis had "no statutory basis" for claiming the proceeds of the lawsuit as exempt and ordered respondents to
"return" approximately $23,000 to Taylor, a sum sufficient
to pay off all of Davis' unpaid creditors. In re Davis, 105 B.
R. 288 (WD Pa. 1989). The District Court affirmed, In re
Davis, 118 B. R. 272 (WD Pa. 1990), but the Court of
Appeals for the Third Circuit reversed, 938 F. 2d 420
(1991). The Court of Appeals held that the Bankruptcy
Court could not require respondents to turn over the money
because Davis had claimed it as exempt, and Taylor had
failed to object to the claimed exemption in a timely
manner. We granted certiorari, 502 U. S. ---- (1991), and
now affirm.

When a debtor files a bankruptcy petition, all of his
property becomes property of a bankruptcy estate. See 11 U.S.C. § 541. The Code, however, allows the debtor to
prevent the distribution of certain property by claiming it
as exempt. Section 522(b) allowed Davis to choose the
exemptions afforded by state law or the federal exemptions
listed in § 522(d). Section 522(l) states the procedure for
claiming exemptions and objecting to claimed exemptions as
follows:

"The debtor shall file a list of property that the debtor
claims as exempt under subsection (b) of this section. . . . Unless a party in interest objects, the property
claimed as exempt on such list is exempt."

Although § 522(l) itself does not specify the time for objecting to a claimed exemption, Bankruptcy Rule 4003(b) provides in part:

"The trustee or any creditor may file objections to the
list of property claimed as exempt within 30 days after
the conclusion of the meeting of creditors held pursuant
to Rule 2003(a) . . . unless, within such period, further
time is granted by the court."

In this case, as noted, Davis claimed the proceeds from
her employment discrimination lawsuit as exempt by listing
them in the schedule that she filed under § 522(l). The
parties agree that Davis did not have a right to exempt
more than a small portion of these proceeds either under
state law or under the federal exemptions specified in
§ 522(d). Davis in fact claimed the full amount as exempt.
Taylor, as a result, apparently could have made a valid
objection under § 522(l) and Rule 4003 if he had acted
promptly. We hold, however, that his failure to do so
prevents him from challenging the validity of the exemption
now.

Taylor acknowledges that Rule 4003(b) establishes a 30 day period for objecting to exemptions and that § 522(l)
states that "[u]nless a party in interest objects, the property
claimed as exempt . . . is exempt." He argues, nonetheless,
that his failure to object does not preclude him from
challenging the exemption at this time. In Taylor's view,
§ 522(l) and Rule 4003(b) serve only to narrow judicial
inquiry into the validity of an exemption after 30 days, not
to preclude judicial inquiry altogether. In particular, he
maintains that courts may invalidate a claimed exemptionafter expiration of the 30 day period if the debtor did not
have a good faith or reasonably disputable basis for claiming it. In this case, Taylor asserts, Davis did not have a
colorable basis for claiming all of the lawsuit proceeds as
exempt and thus lacked good faith.

Taylor justifies his interpretation of § 522(l) by arguing
that requiring debtors to file claims in good faith will
discourage them from claiming meritless exemptions merely
in hopes that no one will object. Taylor does not stand
alone in this reading of § 522(b). Several Courts of Appeals
have adopted the same position upon similar reasoning.
See In re Peterson, 920 F. 2d 1389, 1393-1394 (CA8 1990);
In reDembs, 757 F. 2d 777, 780 (CA6 1985); In re Sherk,
918 F. 2d 1170, 1174 (CA5 1990).

We reject Taylor's argument. Davis claimed the lawsuit
proceeds as exempt on a list filed with the Bankruptcy
Court. Section 522(l), to repeat, says that "[u]nless a party
in interest objects, the property claimed as exempt on such
list is exempt." Rule 4003(b) gives the trustee and creditors
30 days from the initial creditors' meeting to object. By
negative implication, the Rule indicates that creditors may
not object after 30 days "unless, within such period, further
time is granted by the court." The Bankruptcy Court did
not extend the 30 day period. Section 522(l) therefore has
made the property exempt. Taylor cannot contest the
exemption at this time whether or not Davis had a colorable
statutory basis for claiming it.

Deadlines may lead to unwelcome results, but they
prompt parties to act and they produce finality. In this
case, despite what respondents repeatedly told him, Taylor
did not object to the claimed exemption. If Taylor did not
know the value of the potential proceeds of the lawsuit, he
could have sought a hearing on the issue, see Rule 4003(c),
or he could have asked the Bankruptcy Court for an
extension of time to object, see Rule 4003(b). Having done
neither, Taylor cannot now seek to deprive Davis and
respondents of the exemption.

Taylor suggests that our holding will create improper
incentives. He asserts that it will lead debtors to claim
property exempt on the chance that the trustee and
creditors, for whatever reason, will fail to object to the
claimed exemption on time. He asserts that only a requirement of good faith can prevent what the Eighth Circuit has
termed "exemption by declaration." Peterson, 920 F. 2d, at
1393. This concern, however, does not cause us to alter our
interpretation of § 522(l).

Debtors and their attorneys face penalties under various
provisions for engaging in improper conduct in bankruptcy
proceedings. See, e. g., 11 U.S.C. § 727(a)(4)(B) (authorizing denial of discharge for presenting fraudulent claims);
Rule 1008 (requiring filings to "be verified or contain an
unsworn declaration" of truthfulness under penalty of
perjury); Rule 9011 (authorizing sanctions for signing
certain documents not "well grounded in fact and . . . warranted by existing law or a good faith argument for the
extension, modification, or reversal of existing law"); 18 U.S.C. § 152 (imposing criminal penalties for fraud in
bankruptcy cases). These provisions may limit bad faith
claims of exemptions by debtors. To the extent that they do
not, Congress may enact comparable provisions to address
the difficulties that Taylor predicts will follow our decision.
We have no authority to limit the application of § 522(l) to
exemptions claimed in good faith.

Taylor also asserts that courts may consider the validity
of the exemption under a different provision of the Bankruptcy Code, 11 U.S.C. § 105(a), despite his failure to
object in a timely manner. That provision states:

"The court may issue any order, process, or judgment
that is necessary or appropriate to carry out the
provisions of this title. No provision of this title
providing for the raising of an issue by a party ininterest shall be construed to preclude the court from,
sua sponte, taking any action or making any determination necessary or appropriate to enforce or implement
court orders or rules, or to prevent an abuse or process."
§ 105(a) (emphasis added).

Although Taylor stresses that he is not asserting that
courts in bankruptcy have broad authorization to do equity
in derogation of the code and rules, he maintains that § 105
permits courts to disallow exemptions not claimed in good
faith. Several courts have accepted this position. See, e. g.,
Ragsdale v. Genesco, Inc., 674 F. 2d 277, 278 (CA4 1982); In
re Staniforth, 116 B. R. 127, 131 (WD Wis. 1990); In re
Budinsky, No. 90-01099, 1991 WL 105640 (WD Pa. June
10, 1991).

We decline to consider § 105(a) in this case because
Taylor raised the argument for the first time in his opening
brief on the merits. Our Rule 14.1(a) makes clear that
"[o]nly the questions set forth in the petition [for certiorari],
or fairly included therein, will be considered by the Court,"
and our Rule 24.1(a) states that a brief on the merits
should not "raise additional questions or change the
substance of the questions already presented" in the
petition. See Yee v. Escondido, 503 U. S. ----, ---- (1992).
In addition, we have said that "[o]rdinarily, this Court does
not decide questions not raised or resolved in the lower
court[s]." Youakim v. Miller, 425 U.S. 231, 234 (1976) (per
curiam). These principles help to maintain the integrity of
the process of certiorari. Cf. Oklahoma City v. Tuttle, 471 U.S. 808, 816 (1985). The Court decides which questions
to consider through well established procedures; allowing
the able counsel who argue before us to alter these questions or to devise additional questions at the last minute
would thwart this system. We see no "unusual circumstances" that warrant addressing Taylor's § 105(a) argument at this time. Berkemer v. McCarty, 468 U.S. 420,
443, n. 38 (1984).