facts’”) (quoting Fed. R. Civ. P. 56(e)).

3 24-3680 The district court also correctly excluded Sun Group’s expert’s legal

conclusion that CRRC MA was CRRC’s alter ego. See Nationwide Transp. Fin. v.

Cass Info. Sys., Inc., 523 F.3d 1051, 1058 (9th Cir. 2008) (“[A]n expert witness

cannot give an opinion as to [his] legal conclusion, i.e., an opinion on an ultimate

issue of law.”).

Sun Group has not shown that any other evidentiary rulings constituted an

abuse of discretion. Moreover, even if the excluded evidence1 were considered, it

would not create a genuine dispute of material fact as to either prong of the

stringent alter-ego test. See Sonora Diamond Corp. v. Superior Ct., 83 Cal. App.

4th 523, 538 (2000) (requiring both a unity of interest and ownership and an

inequitable result). The district court correctly concluded that the evidence—

which does not show commingling of funds or records, inadequate capitalization,

disregard of corporate formalities, diversion of funds for CRRC’s use, or that

CRRC MA functioned as a “shell” for CRRC—established nothing more than a

1 The excluded evidence consisted of: (1) CRRC’s annual financial reports, corporate social responsibility reports, and other CRRC public filings; (2) CRRC’s articles of association; (3) a letter CRRC MA sent in response to a request for clarification on its bid for the MBTA Contract; (4) a list of attendees of a management meeting for an MBTA-related project; (5) CRRC’s responses to Sun Group’s written discovery requests; (6) an unsigned agreement purportedly between CRRC, CRRC MA, and a non-party New York corporation, under which CRRC assigned its rights and obligations under a consulting agreement to CRRC MA while agreeing to guarantee CRRC MA’s obligations under the agreement; and (7) meeting minutes from a quarterly senior management meeting of the Massachusetts Department of Transportation.

4 24-3680 parent-subsidiary relationship. See Santa Clarita Org. for Plan. & Env’t v. Castaic

Lake Water Agency, 1 Cal. App. 5th 1084, 1105–06 (2016) (identifying factors to

consider).

Nor has Sun Group shown that the district court abused its discretion by

declining to deny summary judgment under Rule 56(d). Sun Group, which sought

only denial of the motion rather than a continuance to supplement the record, was

not entitled to relief under Rule 56(d). Discovery had already been extended for

years, and Sun Group neither took advantage of the opportunities it was afforded

nor requested any extension before the close of discovery that was denied.

B

As to Sun Group’s claim for breach of the implied covenant of good faith

and fair dealing, the district court correctly concluded that Sun Group failed to

adduce any evidence of bad faith.

AFFIRMED.

5 24-3680