In the Matter of: FIRST REGIONAL BANCORP v. Federal Deposit Insurance Corporation, as Receiver for First Regional Bank of California

NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
In the Matter of: FIRST REGIONAL
BANCORP,
Debtor,
------------------------------
VIKARAN GHEI, Co-Liquidating
Trustee; MICHAEL ZAITZEFF, Co-
Liquidating Trustee,
Appellants,
v.
FEDERAL DEPOSIT INSURANCE
CORPORATION, as Receiver for First
Regional Bank of California,
Appellee.
No. 16-56336
D.C. No. 2:15-cv-04377-SVW
MEMORANDUM*
Appeal from the United States District Court
for the Central District of California
Stephen V. Wilson, District Judge, Presiding
FILED
NOV 20 2017
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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Submitted November 16, 2017**
Pasadena, California
Before: KOZINSKI and IKUTA, Circuit Judges, and GETTLEMAN,***
District Judge.
1. “Allowing [a] parent [corporation] to keep any refunds arising solely
from a subsidiary’s losses simply because the parent and subsidiary chose a
procedural device to facilitate their income tax reporting unjustly enriches the
parent.” In re Bob Richards Chrysler-Plymouth Corp., 473 F.2d 262, 265 (9th Cir.
1973). The joint filings of the First Regional Bancorp and the First Regional Bank
did not establish a tax sharing agreement—express or implied—between the two.
Appellants have failed to plausibly allege any relationship between the Bancorp
and the Bank that would diverge from the rule of Bob Richards.
2. A court need not grant leave to amend a complaint if amendment would
be futile. Leadsinger, Inc. v. BMG Music Pub., 512 F.3d 522, 532 (9th Cir. 2008).
The Bancorp’s Affiliate Transactions Policy stipulated that the Bancorp would not
benefit itself financially at the expense of the Bank, which decisively undercuts
** The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
*** The Honorable Robert W. Gettleman, United States District Judge for
the Northern District of Illinois, sitting by designation.

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appellants’ argument that the Bancorp and Bank had an implied-in-fact agreement
to share tax responsibilities and refunds. No amendment could have cured that
defect.
AFFIRMED.

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