FILED
NOT FOR PUBLICATION
MAR 27 2018
UNITED STATES COURT OF APPEALS MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS
FOR THE NINTH CIRCUIT
In re: HELLER EHRMAN LLP, No. 14-16314
Debtor, 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, No. 14-16315
Debtor, 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. 14-16318
Debtor, 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 non-
contingency 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
Heller Ehrman LLP v. Davis Wright Tremaine LLP
Combined Opinion