Orange County Nursery, Inc. v. Minority Voting Trust (In Re Orange County Nursery, Inc.)

FILED
NOT FOR PUBLICATION APR 23 2012
MOLLY C. DWYER, CLERK
UNITED STATES COURT OF APPEALS U.S. COURT OF APPEALS
FOR THE NINTH CIRCUIT
In the matter of: ORANGE COUNTY Nos. 10-56775; 10-56777; 10-
NURSERY, INC., 56778
Debtor. D.C. Nos. 09-CV-08158-DMG;
10-05808-DMG; 10-01605-DMG
ORANGE COUNTY NURSERY, INC.
Appellant, MEMORANDUM*
v.
THE MINORITY VOTING TRUST,
DAVID F. VEYNA, CARMEN VEYNA,
and ANNA M. ZANKEL, Trustees,
Appellees.
Appeal from the United States District Court
for the Central District of California
Dolly M. Gee, District Judge, Presiding
Argued and Submitted April 9, 2012
Pasadena, California
*
This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
**
The Honorable Frederic Block, Senior United States District Judge for
the Eastern District of New York, sitting by designation.
Before: FERNANDEZ and SILVERMAN, Circuit Judges, and BLOCK, District
Judge.**
Orange County Nursery, Inc. (“OCN”) appeals a district court order
reversing three consolidated bankruptcy court orders and remanding to the
bankruptcy court for further factfinding. OCN argues that the district court erred
by holding that (1) certain minority shareholders (“the Minority”) had a claim in
bankruptcy created by a California Superior Court judgment that ordered, pursuant
to California Corporations Code section 2000, that either OCN would purchase the
Minority’s shares for $5,249,928 or the corporation would be dissolved, and (2)
the Minority had a claim in bankruptcy for attorneys’ fees and costs arising from
the state court judgment that was not limited to the amount of a bond OCN posted
in the state court proceeding. We lack jurisdiction and dismiss.
The district court order is not an appealable final order under either 28
U.S.C. § 1291 or the more “liberal finality standard” of 28 U.S.C. § 158(d). See
Congrejo Invs., LLC v. Mann (In re Bender), 586 F.3d 1159, 1163 (9th Cir. 2009).
Several factors weigh against exercising jurisdiction under section 158(d). See
Vylene Enter. Inc. v. Naugles (In re Vylene Enter. Inc.), 968 F.2d 887, 895-96 (9th
Cir. 1992). First, hearing the case at this juncture is likely to result in piecemeal
litigation, as the facts that will be developed on remand are not merely mechanical
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and may generate a subsequent appeal. See In re Bender, 586 F.3d at 1165;
Saxman v. Educ. Credit Mgmt. Corp. (In re Saxman), 325 F.3d 1168, 1172 (9th
Cir. 2003). Second, our consideration will not aid judicial efficiency by disposing
of the proceedings or otherwise aiding the bankruptcy court in reaching its
disposition on remand. See Bonner Mall P'ship v. U.S. Bancorp Mortgage Co. (In
re Bonner Mall P’Ship), 2 F.3d 899, 904 (9th Cir. 1993). Third, the bankruptcy
court has not yet had the opportunity to exercise its factfinding power and value
the claims at issue; by dismissing the appeal, we avoid addressing the legal
questions on an underdeveloped record. See In re Bender, 586 F.3d at 1166.
Finally, “neither party has argued that immediate appellate review would prevent
irreparable harm.” Id.DISMISSED; appellee’s motion for judicial notice is DENIED .
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