ADAM BROS. FARMING v. County of Santa Barbara

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT

ADAM BROS. FARMING, INC., a 
California Corporation; ICEBERG
HOLDINGS, L.L.C., a California
Limited Liability Corporation,
Plaintiffs-Appellants,
v.
COUNTY OF SANTA BARBARA, a
political subdivision of the State
of California; SANTA BARBARA
COUNTY PLANNING AND
DEVELOPMENT DEPARTMENT, a
department of the County of Santa No. 09-55315
Barbara; DANIEL H. GIRA, in his D.C. No.
official capacity of Deputy  2:08-cv-05963-PA-
Director of Santa Barbara County FFM
Planning and Development
OPINION
Department; ELIHU GEVIRTZ, in his
official capacity as Deputy
Director of Santa Barbara County
Planning and Development
Department; KATHERINE RINDLAUB,
in her official capacity as a
biological consultant for the
County of Santa Barbara; NOEL
LANGLE, in his official capacity as
Deputy Director of Santa Barbara
Zoning Administration Division,
Defendants-Appellees.

Appeal from the United States District Court
for the Central District of California
Percy Anderson, District Judge, Presiding

7017
7018 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA
Argued and Submitted
April 5, 2010—Pasadena, California

Filed May 14, 2010

Before: Harry Pregerson and Robert R. Beezer,
Circuit Judges, and James L. Graham, Senior District Judge.*

Opinion by Judge Beezer

*The Honorable James L. Graham, Senior United States District Judge
for the Southern District of Ohio, sitting by designation.
 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA 7021

COUNSEL

J. David Breemer, Pacific Legal Foundation, Sacramento,
California, for the plaintiffs-appellants.

Lisa A. Rothstein, Deputy County Counsel, Santa Barbara,
California, for the defendants-appellees.

OPINION

BEEZER, Circuit Judge:

Adam Bros. Farming, Inc. and Iceberg Holdings, L.L.C.
(collectively “Adam Bros.”) appeal from the district court’s
dismissal of their joint complaint. Adam Bros. sued the
County of Santa Barbara and several of its employees (collec-
tively “the county”) in federal court, alleging that the county
had, through a false wetland delineation, temporarily taken its
land without providing just compensation in violation of the
Fifth Amendment. The district court granted the county’s
motion to dismiss and concluded that Adam Bros.’s claim was
not ripe because Adam Bros. failed to demonstrate that it had
sought and was denied just compensation under state law.
Because we conclude that Adam Bros.’s claim is barred by
the application of res judicata, we affirm the district court’s
judgment.
7022 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA
I

This case concerns a 268.5 acre parcel of land located in
Santa Maria, California, commonly known as Rancho Mead-
ows. On July 22, 1997, the Santa Barbara County Board of
Supervisors adopted a community plan delineating a 95-acre
tract of Rancho Meadows as wetland. The community plan
complied with the applicable notice requirements.

Unaware of the wetland restriction, Bernadette and Richard
Adam Sr. purchased Rancho Meadows for $2.3 million on
November 26, 1997, after conducting a title search. The
Adams immediately transferred Rancho Meadows to Iceberg
Holdings, L.L.C., which then leased it to Adam Bros. Farm-
ing, Inc.1 Adam Bros. soon discovered the wetland restriction.
Its investigations, however, revealed that the wetland designa-
tion was both factually incorrect and improperly made.

When the county developed its community plan, it delin-
eated 95 acres of Rancho Meadows as wetland, even though
prior environmental reports showed that no wetland existed
on the property. To support its delineation, the county hired
a biologist, Katherine Rindlaub, to perform a wetland evalua-
tion according to the Army Corps of Engineers Manual guide-
lines. The county insisted that Rindlaub perform the
evaluation even though Rindlaub informed the county that she
was unqualified to do so and that she had no experience with
the Army Corps of Engineers Manual. Without performing
hydrology or soil testing and without physically examining
80% of Rancho Meadows, Rindlaub issued a report indicating
that the 95-acre tract at issue was a wetland. Although
Rindlaub informed the county that her report was deficient,
the county relied on it to adopt its community plan.
1
The Adams created Iceberg Holdings, L.L.C. to hold title to its land
and created Adam Bros. Farming, Inc. to conduct its farming activities.
These parties are referred to throughout as “Adam Bros.” collectively.
 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA 7023
Between May and August 1998, Adam Bros. exchanged a
series of letters with the county regarding its ability to farm
Rancho Meadows. The county responded that Adam Bros.
could farm the land only with a grading permit. Adam Bros.
had already concluded that no wetland existed on Rancho
Meadows, however, so it did not apply for a grading permit.
Instead, Adam Bros. challenged the county’s permit require-
ment in an attempted appeal, which the county refused to pro-
cess.

In December 1998, the county reinterpreted its grading
ordinance, allowing agricultural grading without a permit.
Adam Bros. began grading Rancho Meadows. In February
1999, the county again reinterpreted its grading ordinance and
returned to its original position of requiring a permit for agri-
cultural grading. Adam Bros. continued to grade Rancho
Meadows, however, and on March 30, 1999, the county
issued a stop work order.

On March 29, 2000, Adam Bros. sued the county in the
Superior Court of California seeking damages and declaratory
and injunctive relief for inverse condemnation and violations
of the federal Equal Protection, Due Process and Takings
Clauses. The complaint alleged that the county and its
employees improperly delineated part of Rancho Meadows as
wetland and supported that delineation with false reports. The
Superior Court dismissed the complaint based on its conclu-
sion that the inverse condemnation and takings claims were
not ripe because Adam Bros. had not adequately pursued
administrative remedies. Adam Bros. then filed an amended
complaint without the takings and inverse condemnation
claims.2 The court dismissed that complaint with prejudice,
and Adam Bros. appealed.
2
In state court, the county argued that Adam Bros.’s Fifth Amendment
takings claim was not ripe because it had not yet brought an inverse con-
demnation cause of action. The county further argued that Adam Bros.’s
inverse condemnation claim was not ripe because it had not yet requested
a writ of mandate. At oral argument, Adam Bros. explained that it strategi-
cally chose to proceed on its due process and equal protection claims
rather than expending additional resources to comply with or argue against
the county’s above claims.
7024 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA
The California Court of Appeal reversed the Superior
Court’s dismissal and held that Adam Bros.’s substantive due
process and equal protection claims were ripe because there
had been a “final administrative decision concerning the chal-
lenged government action.” Adam Bros. Farming, Inc. v.
County of Santa Barbara (Adam Bros. I), No. B152770, 2002
WL 31053937, at *3 (Cal. Ct. App. Sept. 16, 2002) (holding
that “the dispute between Adam [Bros.] and the County is not
hypothetical and permits specific relief by the court”). The
court also held that Adam Bros.’s equal protection claim was
not barred by the applicable statute of limitation. Id. at *4
(holding that “the claim stated by Adam [Bros.] . . . is based
on an allegedly fraudulent scheme and conspiracy which was
not discovered until shortly before the complaint was filed”).
As to Adam Bros.’s remaining claim of procedural due pro-
cess, the court held that it was not ripe for adjudication and
that the statute of limitation had run. Id. at *5.

On November 22, 2004, following a 13-day trial, the jury
rendered several special verdicts in favor of Adam Bros.,
including that (1) the county’s wetland delineation was
improper under the Army Corps of Engineers Manual, (2) the
county violated Adam Bros.’s due process and equal protec-
tion rights and (3) Adam Bros. was entitled to compensatory
damages totaling $5.4 million and punitive damages totaling
$130,000. The Superior Court followed this verdict with a
bench trial in which it issued injunctive and declaratory relief
invalidating the county’s wetland delineation. The county
appealed.

On appeal, the California Court of Appeal affirmed the
injunctive and declaratory relief, but reversed the jury’s award
of damages. Adam Bros. Farming, Inc. v. County of Santa
Barbara (Adam Bros. II), No. B180880, 2008 WL 565025, at
* 11 (Cal. Ct. App. March 4, 2008). The court reversed the
damages award based on its conclusion that Adam Bros.
lacked standing to bring due process and equal protection
claims because it did not own Rancho Meadows at the time
 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA 7025
the land use plan was enacted. Id. at *4-6. The court further
concluded that, even if Adam Bros. did have standing, the
one-year statute of limitation had run. Id. at *7-8. The
Supreme Court of California denied Adam Bros.’s petition for
review.

Adam Bros. then filed this action in federal district court,
alleging a violation of the Fifth Amendment’s Takings
Clause. The county moved the court to dismiss Adam Bros.’s
complaint under Federal Rule of Civil Procedure 12(b)(6).
The district court granted that motion based on its conclusion
that Adam Bros. had not satisfied the ripeness requirements
of Williamson County Reg’l Planning Comm’n v. Hamilton
Bank of Johnson City, 473 U.S. 172 (1985), because it had not
brought an inverse condemnation action in California state
court. Adam Bros. appeals.

II

The court reviews de novo a district court’s dismissal based
on lack of ripeness. Colwell v. Dept. of Health & Human
Servs., 558 F.3d 1112, 1121 (9th Cir. 2009). We may affirm
on any ground for which support exists in the record. Tyler v.
Cuomo, 236 F.3d 1124, 1131 (9th Cir. 2000).

III

A

[1] For a Fifth Amendment takings claim to be ripe for
review, the party bringing the challenge must overcome two
“prudential hurdles” first presented by the Supreme Court in
Williamson County. Suitum v. Tahoe Reg’l Planning Agency,
520 U.S. 725, 733-34 (1997). In Williamson County, the
Court held that a party asserting a takings claim must demon-
strate (1) that “the government entity charged with imple-
menting the regulations has reached a final decision regarding
the application of the [challenged] regulations to the property
7026 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA
at issue,” 473 U.S. at 186, and (2) that she sought “compensa-
tion through the procedures the State has provided.” Id. at
194.

First, a final decision exists when (1) a decision has been
made “about how a plaintiff’s own land may be used” and (2)
the local land-use board has exercised its judgment regarding
a particular use of a specific parcel of land, eliminating the
possibility that it may “soften[ ] the strictures of the general
regulations [it] administer[s].” Suitum, 520 U.S. at 738-39.
Courts require a final decision because “only a regulation that
‘goes too far’ results in a taking under the Fifth Amendment,”
id. at 734 (quoting Pa. Coal Co. v. Mahon, 260 U.S. 393, 415
(1922)), and a “court cannot determine whether a regulation
has gone ‘too far’ unless it knows how far the regulation
goes.” Id. (quoting MacDonald, Sommer & Frates v. Yolo
County, 477 U.S. 340, 348 (1986)).

[2] Here, the county made a decision regarding Adam
Bros.’s agricultural grading of Rancho Meadows and enforced
that decision by issuing a stop work order, applying its judg-
ment to Adam Bros.’s specific activities on Rancho Meadows
and establishing the boundaries of the grading ordinance.
Before the county issued its stop work order, Adam Bros.
communicated extensively with the county to determine its
rights. During this time, the county demonstrated that the
boundaries of its grading ordinance were not concrete by
twice reinterpreting the regulation. By the time Adam Bros.
began to grade Rancho Meadows, though, the county reached
a conclusion as to the meaning of its grading ordinance and
issued a stop work order, creating a final, concrete harm.3 Fur-
thermore, the California Court of Appeal decision in Adam
3
Insofar as estoppel could be an issue, our conclusion is consistent with
that of the California Court of Appeal. See Adam Bros. I, 2002 WL
31053937, at *3 (applying Williamson County and holding that “the dis-
pute between Adam and the County is not hypothetical and permits spe-
cific relief by the court”).
 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA 7027
Bros. II represents a “final state judgment denying just com-
pensation,” as there remains no possibility that the county will
provide Adam Bros. with compensation absent a decision of
this court. San Remo Hotel, L.P. v. City & County of S.F., 545
U.S. 323, 337 (2005).

Second, a plaintiff bringing a takings claim must have “un-
successfully attempted to obtain just compensation through
the procedures provided by the State.” Williamson County,
473 U.S. at 195. To meet this standard, a plaintiff must bring
her claim in state court, requesting just compensation for the
alleged taking. See id. at 196. This requirement exists because
the “Fifth Amendment does not proscribe the taking of prop-
erty; it proscribes taking without just compensation.” Id. at
194. It is not until a party seeks and is denied just compensa-
tion from the state that a constitutional violation occurs. See
id. at 195.

[3] When the state provides a procedure by which a party
may seek just compensation, such as an inverse condemnation
cause of action, the plaintiff must seek relief in state court
before bringing a claim in federal court. Id. at 195. Here,
Adam Bros. did seek relief in state court before filing its com-
plaint in federal court, but Adam Bros. did not rely on Cali-
fornia’s inverse condemnation cause of action. Instead, it
relied on the federal Due Process and Equal Protection
Clauses. The issue, then, is whether seeking relief through
these means in state court is a valid request of just compensa-
tion for the purposes of ripening a federal takings claim.

Under one reading of Williamson County, if Adam Bros.
had successfully obtained damages on its due process and
equal protection claims, its alleged injuries would have been
redressed and its takings claim would have been mooted.
Because an award of damages on these claims would have
redressed Adam Bros.’s alleged injuries, it could be fairly said
that Adam Bros. has requested and been denied just compen-
sation from the state. Still, under another reading, California
7028 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA
provides its own cause of action for addressing an alleged tak-
ing, and the state is free to require additional procedure, such
as administrative exhaustion, with which a party must comply
to proceed with that claim. If asserting a federal cause of
action in state court would ripen a federal takings claim, a
party would effectively be able to bypass any additional state
procedures by relying on federal law. The party would then
be awarded with a second bite at the apple in federal court if
unsuccessful in state court. Still, we ultimately do not need to
adopt either reading of Williamson County and so we decline
to do so.

[4] As this case raises only prudential concerns,4 we have
the discretion to waive the requirements of Williamson
County, assume that ripeness is met and continue with our
analysis. McClung v. City of Sumner, 548 F.3d 1219, 1224
(9th Cir. 2008). Accordingly, we decline to definitively
resolve whether this claim is ripe according to the require-
ments of Williamson County. See id. We instead assume with-
out deciding that Adam Bros.’s takings claim is ripe. Adam
Bros. now faces the difficult task of avoiding the application
of res judicata under the precedent set forth by the Supreme
Court in San Remo.

B

[5] Judicial proceedings of any state “have the same full
faith and credit in every court within the United States . . . as
they have by law or usage in the courts of such State.” 28
U.S.C. § 1738. Also, it is well-established that state courts are
fully competent to hear federal claims, including constitu-
4
Regarding Article III, or jurisdictional, ripeness, Adam Bros.’s alleged
injury is not “too ‘imaginary’ or ‘speculative’ to support jurisdiction.”
Thomas v. Anchorage Equal Rights Comm’n, 220 F.3d 1134, 1139 (9th
Cir. 2000). Nor would adjudication of the issue before us be premature at
this point in time. Stormans, Inc. v. Selecky, 586 F.3d 1109, 1122 (9th Cir.
2009). The issues before us are clear and not dependent upon contingent
events.
 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA 7029
tional challenges to land-use regulations. See San Remo Hotel,
L.P. v. City & County of S.F., 545 U.S. 323, 347 (2005). Res
judicata therefore precludes a party that has proceeded on fed-
eral claims in state court from relitigating those claims in fed-
eral court. San Remo, 545 U.S. at 346-48; Palomar
Mobilehome Park Ass’n v. City of San Marcos, 989 F.2d 362,
365 (9th Cir. 1993). When applying res judicata to a state
court decision, we “give the same preclusive effect to [that]
judgment as another court of that State would give,” meaning
that we apply res judicata as adopted by that state. Parsons
Steel, Inc. v. First Ala. Bank, 474 U.S. 518, 523 (1986).

[6] Under California law, res judicata precludes a party
from relitigating (1) the same claim, (2) against the same
party, (3) when that claim proceeded to a final judgment on
the merits in a prior action. See Mycogen Corp. v. Monsanto
Co., 51 P.3d 297, 301 (Cal. 2002). Elements (2) and (3) are
obviously met in this case—Adam Bros. sued the county in
state court, and that case proceeded to a final judgment on the
merits, a jury verdict.

[7] Two different causes of action are the same claim if
they rise from the same invasion of a “primary right.” Id. at
306. A plaintiff’s primary right is “the right to be free from
a particular injury, regardless of the legal theory on which lia-
bility for the injury is based.” Fed’n of Hillside & Canyon
Ass’ns v. City of L.A., 24 Cal. Rptr. 3d 543, 557 (Cal. Ct. App.
2004). The focus of our analysis is on “the harm suffered.”
Brodheim v. Cry, 584 F.3d 1262, 1268 (9th Cir. 2009) (quot-
ing Agarwal v. Johnson, 603 P.2d 58, 72 (Cal. 1979)). As
explained by the Supreme Court of California:

The primary right theory is a theory of code pleading
. . . that provides that a “cause of action” is com-
prised of a “primary right” of the plaintiff, a corre-
sponding “primary duty” of the defendant, and a
wrongful act by the defendant constituting a breach
of that duty. The most salient characteristic of a pri-
7030 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA
mary right is that it is indivisible: the violation of a
single primary right gives rise to but a single cause
of action.

Crowley v. Katleman, 881 P.2d 1083, 1090 (Cal. 1994). We
therefore focus our inquiry on the facts pleaded and injuries
alleged by Adam Bros. in its state and federal complaints,
without regard to its asserted theories of recovery.

[8] The substance of Adam Bros.’s state and federal com-
plaints is nearly identical. Both complaints allege that the
county and its employees improperly delineated 95-acres of
Rancho Meadows as a restricted wetland, and both complaints
assert that Adam Bros. was injured by this delineation
because it could not farm Rancho Meadows as it had
intended. The damages that Adam Bros. now seeks to obtain
in federal court are identical to those it sought in state court.
For purposes of res judicata, it is irrelevant that Adam Bros.
attempts to recover under different legal theories. See Myco-
gen, 51 P.3d at 307 (holding that “[e]ven where there are mul-
tiple legal theories upon which recovery might be predicated,
one injury gives rise to only one claim for relief”).

[9] Adam Bros. argues that its present temporary takings
claim cannot be the same claim for purposes of res judicata
because this claim could not have been brought and did not
exist until after the California court invalidated the county’s
false wetland designation. Yet its present claim is still based
on the same underlying factual circumstances as the claims it
raised in state court. The particularities of Adam Bros.’s
causes of action are irrelevant. Neither does the fact that the
Superior Court dismissed Adam Bros.’s takings claim without
prejudice immunize those claims from preclusion.5 Adam
Bros.’s claim is barred by res judicata.
5
After the dismissal without prejudice, Adam Bros. chose to file an
amended complaint that omitted the takings and inverse condemnation
claims. Res judicata bars “not only claims actually litigated in a prior pro-
 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA 7031
[10] The Supreme Court’s decision in San Remo supports
our conclusion. In San Remo, hotel owners brought suit
against the city of San Francisco, challenging the constitution-
ality of a hotel ordinance under the Takings Clause of the
Fifth Amendment. See San Remo, 545 U.S. at 326. The dis-
trict court granted the city’s motion for summary judgment,
concluding that the hotel owners’ claims were not ripe under
Williamson County. See id. at 330. The Ninth Circuit affirmed
with regard to the hotel owners’ as-applied takings claim and
abstained under R.R. Comm’n of Tex. v. Pullman Co., 312
U.S. 496 (1941), with regard to the hotel owners’ facial tak-
ings claim. See id. The hotel owners reserved their federal
causes of action. See id. at 332. The parties returned to the
state trial court, which dismissed the hotel owners’ complaint.
See id. After an intermediate appeal, the California Supreme
Court held in favor of the city, analyzing the hotel owners’
takings claim under both state and federal law, even though
they sought relief solely under state law. See id. at 332-33.

[11] The hotel owners then returned to federal district
court to assert their reserved federal claims. See id. at 334.
The district court, however, concluded that 28 U.S.C. § 1738
applied and held that the hotel owners’ claims were barred by
res judicata. See id. at 334-35. After an intermediate appeal to
the Ninth Circuit, the Supreme Court held that there is no
exception to § 1738 for federal takings claims. See id. at
347-48. The Court announced this holding in light of the fact
that res judicata will prevent many takings plaintiffs from
asserting their causes of action in federal court. See id. at 342.
As the Court stated, “we are not free to disregard the full faith
and credit statute solely to preserve the availability of a fed-

ceeding, but also claims that could have been litigated.” Palomar Mobile-
home Park Ass’n v. City of San Marcos, 989 F.2d 362, 364 (9th Cir. 1993)
(emphasis added) (citing Busick v. Workmen’s Compensation Appeals Bd.,
7 Cal. 3d 967, 975 (1972)). By choosing to proceed in state court without
the takings claim, Adam Bros. risked that the state court’s later judgment
would forever bar that takings claim.
7032 ADAM BROS. FARMING v. COUNTY OF SANTA BARBARA
eral forum.” Id. at 347. Furthermore, we remain unwilling “to
transform the district court into an appellate tribunal for state
proceedings.” Palomar, 989 F.2d at 366.

AFFIRMED.