Orange County Nursery, Inc. v. Minority Voting Trust (In Re Orange County Nursery, Inc.)

MEMORANDUM

Orange County Nursery, Inc. (“OCN”) appeals a district court order reversing three consolidated bankruptcy court orders and remanding to the bankruptcy court for further factfinding. OCN argues that the district court erred by holding that (1) certain minority shareholders (“the Minority”) had a claim in bankruptcy created by a California Superior Court judgment that ordered, pursuant to California Corporations Code section 2000, that either OCN would purchase the Minority’s shares for $5,249,928 or the corporation would be dissolved, and (2) the Minority had a claim in bankruptcy for attorneys’ fees and costs arising from the state court judgment that was not limited to the amount of a bond OCN posted in the state court proceeding. We lack jurisdiction and dismiss.

The district court order is not an appeal-able final order under either 28 U.S.C. § 1291 or the more “liberal finality standard” of 28 U.S.C. § 158 (d). See Congrejo Invs., LLC v. Mann (In re Bender), 586 F.3d 1159, 1163 (9th Cir.2009). Several factors weigh against exercising jurisdiction under section 158(d). See Vylene Enter. Inc. v. Naugles (In re Vylene Enter. Inc.), 968 F.2d 887, 895-96 (9th…