Alta Gold Mining Co., by and through its Court Appointed Receiver Angelique L.M. Clark v. Aero-Nautical Leasing Corporation, a Delaware corporation

NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
ALTA GOLD MINING CO., by and
through its Court Appointed Receiver
Angelique L.M. Clark,
Plaintiff-counter-defendant-
Appellee,
v.
AERO-NAUTICAL LEASING
CORPORATION, a Delaware corporation,
Defendant-counter-claimant-
Appellant.
No. 14-16102
D.C. No. 3:13-cv-00311-RCJ-VPC
MEMORANDUM*
ALTA GOLD MINING CO., by and
through its Court Appointed Receiver
Angelique L.M. Clark,
Plaintiff-counter-defendant-
Appellant,
v.
CENTURY CAPITAL PARTNERS, LLC;
MICHAEL ANTHONY,
No. 14-16194
D.C. No. 3:13-cv-00311-RCJ-VPC
FILED
JUL 26 2016
MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS
* This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.

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Defendants-Appellees,
AERO-NAUTICAL LEASING
CORPORATION, a Delaware corporation,
Defendant-counter-claimant-
Appellee.
Appeals from the United States District Court
for the District of Nevada
Robert Clive Jones, District Judge, Presiding
Argued and Submitted June 16, 2016
San Francisco, California
Before: SCHROEDER, TASHIMA, and OWENS, Circuit Judges.
Alta Gold Mining Co. (“Alta Gold”) and Aero-Nautical Leasing Corp.
(“Aero-Nautical”) appeal the district court’s order dismissing, respectively, their
claims and counterclaims based on absolute quasi-judicial immunity. We have
jurisdiction over their consolidated appeals under 28 U.S.C. § 1291, and we affirm.
Alta Gold was a gold mining company whose corporate charter was revoked
in 2003, after bankruptcy proceedings. A Nevada state court appointed Angelique
Clark as Alta Gold’s receiver in 2011 at the request of one of Alta Gold’s creditors.
In 2013, Alta Gold, by and through Clark, sued Aero-Nautical; Century Capital
Partners, LLC (“CCP”); and CCP’s principals, Bradley Swahn and Michael
Anthony, in Nevada state court. Alta Gold challenged the validity of 25 million
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shares of Alta Gold stock that Aero-Nautical claimed to own. The shares were
purportedly issued in 2006, when a Nevada state court appointed Swahn as Alta
Gold’s custodian at Swahn’s request; Swahn appointed Anthony as Alta Gold’s
sole officer and director; and Anthony issued the shares to CCP. Aero-Nautical
purchased the shares from CCP in 2012. Alta Gold alleged in its complaint that
Swahn’s custodianship had been a sham and that the subsequent issue of stock was
thus invalid.
Aero-Nautical removed the suit to the District of Nevada based on diversity
and filed counterclaims against Clark, alleging various abuses in her role as Alta
Gold’s receiver. Clark moved the district court to abstain from adjudicating Aero-
Nautical’s counterclaims, and the defendants moved to dismiss Clark’s claims.
The district court granted these motions and dismissed all of the parties’ claims and
counterclaims. The court held that the claims all stemmed from Swahn’s and
Clark’s actions as court-appointed custodian and receiver, respectively, and were
thus barred by absolute quasi-judicial immunity under federal law.
Clark and Aero-Nautical both appealed the district court’s dismissal order.
We review de novo the district court’s dismissal of claims based on judicial
immunity. See Romano v. Bible, 169 F.3d 1182, 1186 (9th Cir. 1999).
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1. Aero-Nautical argues for the first time on appeal that the district court
erred in applying federal, rather than state, official immunity law to dismiss its
counterclaims against Clark. Aero-Nautical waived this argument by failing to
raise it before the district court. See In re Mercury Interactive Corp. Sec. Litig.,
618 F.3d 988, 992 (9th Cir. 2010). We thus decline to address it and analyze
whether the dismissal of Aero-Nautical’s counterclaims was proper under federal
official immunity law.
2. Under federal law, court-appointed “receivers are court officers who
share the immunity awarded to judges.” New Alaska Dev. Corp. v. Guetschow,
869 F.2d 1298, 1303 (9th Cir. 1989) (internal quotation marks omitted). Receivers
are thus entitled to absolute immunity unless their acts are clearly beyond their
jurisdiction or not judicial in nature. Id.
In this case, Clark was entitled to absolute quasi-judicial immunity as to all
of Aero-Nautical’s counterclaims. Aero-Nautical’s claims arise from Clark’s
management of Alta Gold’s affairs pursuant to the appointing court’s judicially
conferred authority. Aero-Nautical challenges the manner in which Clark
distributed Alta Gold’s assets, contested Aero-Nautical’s ownership stake in Alta
Gold and its participation in the receivership action, settled with Alta Gold’s
creditor, maintained control of Alta Gold’s books and records, and declined to hold
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a shareholder meeting. All of these acts were undertaken pursuant to the
appointing court’s order. Because the actions Aero-Nautical challenges were not
clearly beyond Clark’s jurisdiction, she is immune from Aero-Nautical’s claims.
3. Clark contends that, rather than dismissing her claims, the district
court should have remanded her action to Nevada state court, where it originated.
According to Clark, once the district court determined that it “lacked jurisdiction”
over the claims and counterclaims, the proper course of action was to remand, not
dismiss, the claims.
Contrary to Clark’s argument, the district court had diversity jurisdiction
over Clark’s claims and Aero-Nautical’s counterclaims. The district court at no
point determined that it “lacked jurisdiction” over Clark’s claims; rather, it held
that Clark was entitled to a receiver’s quasi-judicial immunity. Thus, it was not
required to remand, as opposed to dismiss, the claims on this basis. Cf. New
Alaska Dev. Corp., 869 F.2d at 1304 (affirming district court’s dismissal of claims
against court-appointed receiver based on quasi-judicial immunity).
AFFIRMED.
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