HELLER EHRMAN LLP V. DAVIS WRIGHT TREMAINE LLP, No. 14-16314 (9th Cir. 2018)
Annotate this CaseThis opinion or order relates to an opinion or order originally issued on July 27, 2016.
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FILED NOT FOR PUBLICATION UNITED STATES COURT OF APPEALS MAR 27 2018 MOLLY C. DWYER, CLERK U.S. COURT OF APPEALS FOR THE NINTH CIRCUIT In re: HELLER EHRMAN LLP, Debtor, No. 14-16314 D.C. No. 3:14-cv-01236-CRB -----------------------------MEMORANDUM* HELLER EHRMAN LLP, Liquidating Debtor, Plaintiff-Appellant, v. DAVIS WRIGHT TREMAINE LLP, Defendant-Appellee. In re: HELLER EHRMAN LLP, Debtor, No. 14-16315 D.C. No. 3:14-cv-01237-CRB -----------------------------HELLER EHRMAN LLP, Liquidating Debtor, Plaintiff-Appellant, * This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3. v. JONES DAY, Defendant -Appellee. In re: HELLER EHRMAN LLP, No. 14-16317 Debtor, ______________________________ D.C. No. 3:14-cv-01238-CRB HELLER EHRMAN LLP, Liquidating Debtor, Plaintiff-Appellant, v. FOLEY & LARDNER LLP, Defendant-Appellee. In re: HELLER EHRMAN LLP, No. Debtor, 14-16318 D.C. No. 3:14-cv-01239-CRB -----------------------------HELLER EHRMAN LLP, Liquidating Debtor, Plaintiff-Appellant, v. 2 ORRICK HERRINGTON & SUTCLIFFE LLP, Defendant-Appellee. Appeal from the United States District Court for the Northern District of California Charles R. Breyer, District Judge, Presiding Argued and Submitted June 13, 2016 Submission Vacated July 27, 2016 Resubmitted March 23, 2018 San Francisco, California Before: CLIFTON and IKUTA, Circuit Judges, and LAMBERTH,** District Judge. Before filing a petition for bankruptcy, Heller Ehrman LLP waived any rights or claims it may have had to seek payment of legal fees generated from noncontingency fee matters by former Heller shareholders after the date they departed from the firm (referred to as a Jewel waiver, after the case of Jewel v. Boxer, 156 Cal. App. 3d 171 (1984)). Heller, through its trustee in bankruptcy, subsequently argued that its Jewel waiver constituted a fraudulent transfer of its rights to such legal fees. The district court rejected this claim, and Heller appealed. Because the California law in this area was unsettled, we certified a question respecting this ** The Honorable Royce C. Lamberth, Senior United States District Judge for the District of Columbia, sitting by designation. 3 issue to the California Supreme Court, see In re Heller Ehrman LLP, 830 F.3d 964, 966 (9th Cir. 2016), which subsequently responded, see Heller Ehrman LLP v. Davis Wright Tremaine LLP, No. S236208, 2018 WL 1146649 (Cal. Mar. 5, 2018). We have jurisdiction under 28 U.S.C. § 1291. Applying the California Supreme Court’s ruling to the facts of this case, the district court did not err in granting summary judgment to the defendants because Heller Ehrman, as a dissolved law firm, “has no property interest in the fees or profits associated with unfinished hourly fee matters.” Heller Ehrman LLP, 2018 WL 1146649, at *6. Accordingly, the Jewel waiver did not constitute a transfer of Heller’s property interests to such fees or profits. See id. Because the trustee can avoid a transfer only if “the debtor had an interest in property,” BFP v. Resolution Tr. Corp., 511 U.S. 531, 535 (1994), the waiver was not a fraudulent transfer under 11 U.S.C. § 548(a)(1). AFFIRMED. 4
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