Eastwest United Group, Inc. v. Bell Flavors and Fragrances, I

FILED
JUL 15 2011
MOLLY C. DWYER, CLERK
NOT FOR PUBLICATION U.S. COURT OF APPEALS
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
EASTWEST UNITED GROUP, INC., No. 10-55256
Plaintiff - Appellant, D.C. No. 2:08-cv-04677-SJO (RC)
v.
MEMORANDUM*
BELL FLAVORS AND
FRAGRANCES, INC.,
Defendant - Appellee.
Appeal from the United States District Court
for the Central District of California
S. James Otero, District Judge, Presiding
Submitted June 9, 2011**
Pasadena, California
*
This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
**
The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
Before: KOZINSKI, Chief Judge, and IKUTA, Circuit Judge, and
PIERSOL, Senior District Judge.***
The district court did not err in determining that Bell Flavors is not the
alter ego of West Grand Companies. First, Eastwest failed to show that
there was such a “unity of interest and ownership” between the companies
that their “separate personalities” ceased to exist. Mid-Century Ins. Co. v.
Gardner, 9 Cal. App. 4th 1205, 1212 (1992). Indeed, Bell Flavors produced
substantial evidence establishing its separate corporate existence. Second,
Eastwest failed to present evidence of “some conduct amounting to bad
faith” that would make it “inequitable for the corporate owner to hide behind
the corporate form.” Sonora Diamond Corp. v. Superior Court, 83 Cal.
App. 4th 523, 539 (2000).
Finally, Eastwest waived its unjust enrichment claim by failing to
raise any argument regarding this claim in its briefs. See Smith v. Marsh,
194 F.3d 1045, 1052 (9th Cir. 1999).
AFFIRMED.
***
The Honorable Lawrence L. Piersol, Senior District Judge for the
District of South Dakota, sitting by designation.
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