Ghei v. Federal Deposit Insurance Corp. (In re First Regional Bancorp)

MEMORANDUM ^***

1. “Allowing [a] p’arent [corporation] to keep any refunds arising solely from a subsidiary’s losses' simply because the parent and subsidiary chose a procedural device to facilitate their income tax reporting unjustly enriches the parent.” In re Bob Richards Chrysler-Plymouth Corp., 473 F.2d 262, 265 (9th Cir. 1973). The joint filings of the First Regional Bancorp and the First Regional Bank did not establish a tax sharing agreement—express or implied—between the two. Appellants have failed to plausibly allege any relationship between the Bancorp and the Bank that would diverge from the rule of Bob Richards.

2. A court need not grant leave to amend a complaint if amendment would be futile. Leadsinger, Inc. v. BMG Music Pub., 512 F.3d 522, 532 (9th Cir. 2008). The Bancorp’s Affiliate Transactions Policy stipulated that the Bancorp would not benefit itself financially at the expense of the Bank, which decisively undercuts appellants’ argument that the Bancorp and Bank had an implied-in-faet agreement to share tax responsibilities and refunds. No amendment could have cured that defect.

AFFIRMED.

*** This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3.