Adams

MEMORANDUM **

PDG Los Arcos, LLC (“PDG”) and National Retail Development Partners, LLC (“NRDP”) appeal the district court’s order affirming the bankruptcy court’s dismissal of their breach of contract actions against “the investors” for failure to state a claim. We have jurisdiction pursuant to 28 U.S.C. § 158 (d)(1) and we affirm.

The district court had removal jurisdiction pursuant to 28 U.S.C. §§ 1334 (b) and 1452(a). Section 1334(b) confers jurisdiction over actions “related to” bankruptcy. These are actions that “could conceivably have any effect on the estate being administered in bankruptcy.” In re Fietz, 852 F.2d 455 , 457 (9th Cir.1988) (emphasis deleted). If PDG and NRDP had prevailed in their breach of contract actions, the investors could have sought contribution or indemnification from Mortgages Ltd. In addition, the investors could have counterclaimed against PDG and NRDP for the unpaid principal balances on their loans, assets that the bankrupt estate was also pursuing. Either claim could have affected the assets or administration of the bankrupt estate.

On the merits, dismissal for failure to state a claim was proper. Under Arizona law, “the assignment of a…