Ghei
Ghei v. Federal Deposit Insurance Corp. (In re First Regional Bancorp)
Opinion
Lead Opinion
Wilson, J.
ORDER AFFIRMING BANKRUPTCY COURT’S ORDER
I. INTRODUCTION
This is an appeal from the Bankruptcy Court’s May 27, 2015 Amended Order Granting in Part and Denying in Part the Federal Deposit Insurance Corporation, as Receiver for First Regional Bank of California’s (“FDIC-R’s”) Motion to Dismiss Frist Amended Complaint (“Amended Older”). (6-7 ER 131-266; 2:14-ap-01221-ER Dkt. 94.) At the heart of this appeal is (1) whether the First Amended Complaint (“FAC”), filed by Vikaran Ghei and Michael Zaitzeff (collectively, “Trustees”), contains sufficient facts to establish an implicit contractual agreement between Frist Regional Bancorp (“Debtor” or “Bancorp”) and the Frist Regional Bank of California (the “Bank”), whereby the Bank’s approximately $29,000,000 1 in federal tax refunds (collectively, the “Refund”) would be treated as property of Debtor’s bankruptcy estate; and (2) whether the Bankruptcy Court erred by denying the FAC without leave to amend.
II. FACTUAL 2 AND PROCEDURAL BACKGROUND
A. Background
Prior to its bankruptcy in 2012, Debtor and the Bank filed consolidated tax returns. (5 ER 101 ¶ 16.) Debtor’s principal business was to serve as the holding company for the Bank,…