Fissell

MEMORANDUM **

James Fissell appeals from the district court’s Fed.R.Civ.P. 52(c) judgment in favor of Century 21 Real Estate Corporation (“Century 21”) on his breach of contract suit and the court’s subsequent award of attorney’s fees and costs to Century 21. We review the district court’s findings of fact for clear error and its conclusions of law de novo. Price v. United States Navy, 39 F.3d 1011, 1021 (9th Cir.1994). We also review de novo the question of whether attorney’s fees are proper under a contract or under state law. Resolution Trust Corp. v. Midwest Fed. Sav. Bank, 36 F.3d 785 , 799 (9th Cir.1993).

This suit arises out of a contract entered into in connection with the sale by Fissell to Century 21 of an on-going business, Western Relocation Management, Inc. ('Western”). Fissell contends the district court erred in finding that Century 21 did not breach the contract when it decreased Western’s pretax income for 1995 and 1996 to reflect imputed interest on amounts that had been converted for classification purposes from money owed on line of credit to paid-in capital. Fissell urges us to treat this finding as a conclusion of law and apply a de novo standard of review.…