                     FOR PUBLICATION

    UNITED STATES COURT OF APPEALS
         FOR THE NINTH CIRCUIT


 IN RE TRACHT GUT, LLC,                            No. 14-60007
                                   Debtor,
                                                     BAP No.
                                                     13-1229
 TRACHT GUT, LLC,
                                Appellant,
                                                     OPINION
                     v.

 LOS ANGELES COUNTY
 TREASURER & TAX COLLECTOR;
 DAVID HAGHNAZARZADEH;
 YURY VOLODINSKY,
                      Appellees.


             Appeal from the Ninth Circuit
              Bankruptcy Appellate Panel
 Pappas, Dunn, and Taylor, Bankruptcy Judges, Presiding

                 Submitted February 11, 2016*
                    Pasadena, California

                    Filed September 8, 2016




  *
    The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
2                    IN RE TRACHT GUT, LLC

          Before: Jerome Farris, Richard R. Clifton,
             and Carlos T. Bea, Circuit Judges.

                     Opinion by Judge Clifton


                           SUMMARY**


                            Bankruptcy

    The panel affirmed the Bankruptcy Appellate Panel’s
affirmance of the bankruptcy court’s dismissal, without leave
to amend, of an adversary complaint brought by a Chapter 11
debtor against the Los Angeles County Treasurer and Tax
Collector and the purchasers of two properties of the debtor.

    The debtor alleged that the County’s tax sales of the
properties for prices that were too low were fraudulent
transfers voidable under 11 U.S.C. § 548(a). The panel held
that due to procedural safeguards in place for California tax
sales, the price received at a California tax sale conducted in
accordance with state law conclusively establishes
“reasonably equivalent value” for purposes of § 548(a).
Accordingly, the sales of the debtor’s properties were not
voidable.




  **
     This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
                  IN RE TRACHT GUT, LLC                     3

                        COUNSEL

William H. Brownstein, William H. Brownstein &
Associates, Santa Monica, California, for Appellant.

Barry S. Glaser and Susan M. Freedman, Steckbauer
Weinhart LLP, Los Angeles, California, for Appellee Los
Angeles County Treasurer.

Michael E. Schwimer, Schwimer Weinstein LLP, Santa
Monica, California, for Appellees David Haghnazarzadeh and
Yury Volodinsky.


                         OPINION

CLIFTON, Circuit Judge:

    The Yiddish phrase “Tracht gut, vet zein gut!” translates
to “Think good, and it will be good!” Alas, such was not the
case for debtor Plaintiff-Appellant Tracht Gut, LLC. Tracht
Gut acquired two separate properties in Los Angeles County.
Real property taxes were owing on both properties, as the
taxes had not been paid on either of the properties for years.
The County Treasurer and Tax Collector subsequently
conducted tax sales of the properties under California law. A
short time later, Tracht Gut filed for bankruptcy relief under
Chapter 11. Tracht Gut filed an adversary complaint against
the County Treasurer and the purchasers of the two
properties, alleging that because the County sold the
properties for a price that was too low, the tax sales were
fraudulent transfers voidable under 11 U.S.C. § 548(a). The
bankruptcy court dismissed the complaint with prejudice.
4                 IN RE TRACHT GUT, LLC

The Ninth Circuit Bankruptcy Appellate Panel affirmed. In
re Tracht Gut LLC, 503 B.R. 804 (9th Cir. BAP 2014).

    The central issue is whether the BAP properly extended
the rule in BFP v. Resolution Trust Corp., 511 U.S. 531
(1994) to California tax sales. In BFP, the Supreme Court
held that the price received at a mortgage foreclosure sale
“conclusively satisfies” the Bankruptcy Code’s requirement
that transfers of an insolvent debtor’s property be in exchange
for a “reasonably equivalent value,” so long as the mortgagee
complied with the relevant foreclosure laws of the state in
question, which in that case was also California. Id. at 533,
545. Because California tax sales have the same procedural
safeguards as the California mortgage foreclosure sale at
issue in BFP, we agree with the BAP and hold that the price
received at a California tax sale conducted in accordance with
state law conclusively establishes “reasonably equivalent
value” for purposes of 11 U.S.C. § 548(a). We affirm.

I. Background

    This appeal concerns two properties, described as the
“Hatteras Property” and the “San Fernando Property.” On
April 9, 2012, Tracht Gut purchased the Hatteras Property
from E.R. Financial Services & Development, Inc., NH
Simpson Partnership, OF General Partnership, and EM
Partnership for $60,000.00, subject to three deeds of trust.
On that same day, E.R. Financial conveyed the San Fernando
Property to Tracht Gut for “valuable consideration.”

    Real property taxes had not been paid on either property
since 2008. Both properties were thus “tax defaulted” under
California state law, and subject to the County’s power to
sell. On August 31, 2012, the County served a Notice of
                    IN RE TRACHT GUT, LLC                            5

Auction for a tax sale for each of the properties on all
interested parties. On October 22, 2012, the County
Treasurer sold both properties at public auction. Defendant-
Appellee David Haghnazarzadeh purchased the Hatteras
Property for $300,000.00, and Defendant-Appellee Yury
Volodinsky purchased the San Fernando Property for
approximately $100,000.00.

    Tracht Gut filed for bankruptcy protection under Chapter
11 on November 27, 2012, just over a month after the tax
sales of the two properties. On December 11, 2012, Tracht
Gut filed its Schedule A, in which it asserted:

        A disputed tax sale occurred on or about
        October 21, 2012. The sales price was far less
        than the market value of this property. Debtor
        attempted to pay the taxes in full, which the
        [County] refused to take. As of the date of
        this petition, no Tax Deed has been recorded
        and Debtor disputes the validity of the transfer
        as an avoidable transfer.

The next day, Tracht Gut commenced the adversary
proceeding that is the subject of this appeal.1 Tracht Gut’s
adversary complaint asserted five claims: (1) that the sales
were fraudulent transfers under 11 U.S.C. §§ 548 and 549 and
California Civil Code § 3275; (2) for declaratory relief;
(3) for an injunction; (4) for unjust enrichment; and (5) for
violation of the automatic stay of all actions proceeding



 1
  One day after that, on December 13, 2012, the County recorded the tax
deeds transferring title of the two properties to Haghnazarzadeh and
Volodinsky.
6                 IN RE TRACHT GUT, LLC

against Tracht Gut at the time of the bankruptcy filing
pursuant to 11 U.S.C. § 362.

    The County moved to dismiss the complaint under
Federal Rule of Civil Procedure 12(b)(6) and Federal Rule of
Bankruptcy Procedure 7012. It argued that Tracht Gut had
failed to allege any facts in its complaint to support the
granting of relief on any of its claims. Indeed, Tracht Gut’s
complaint contained only an allegation that the tax sales had
been conducted and a list of claims for relief, without the
allegation of any other facts to support the claims. The
County also argued that the properties should be conclusively
presumed to have been transferred for reasonably equivalent
value, insofar as they were sold at a regularly scheduled tax
sale with competitive bidding procedures, all in compliance
with applicable state law.

     The bankruptcy court entered an order dismissing the
complaint with prejudice and without leave to amend on
March 13, 2013, concluding that Tracht Gut had not properly
alleged a cause of action under 11 U.S.C. §§ 548, 549, or 362,
and that it would not be possible to amend the complaint to
state a viable cause of action. Thereafter, Tracht Gut filed a
motion for reconsideration, with an attached proposed First
Amended Complaint.          The proposed First Amended
Complaint contained further allegations about the purported
market value of the two properties and the resulting loss of
equity following the tax sales in support of its 11 U.S.C.
§ 548 fraudulent transfer claim. The bankruptcy court denied
Tracht Gut’s motion for reconsideration on May 7, 2013,
concluding that the proposed First Amended Complaint was
still not viable. The bankruptcy court added that Tracht Gut’s
tardiness in presenting more specific factual allegations to
support its claim “was purposeful and a delaying tactic.”
                  IN RE TRACHT GUT, LLC                       7

    Tracht Gut appealed both the bankruptcy court’s
dismissal order and its order denying reconsideration to the
BAP, which affirmed. In re Tracht Gut LLC, 503 B.R. 804
(9th Cir. BAP 2014). The BAP held that Tracht Gut failed to
state a claim in its original complaint, and that the bankruptcy
court had the discretion to deny leave to amend because
amendment would have been futile. Id. at 810–18. The BAP
relied on the Supreme Court’s opinion in BFP. Id. at 815–18.
Although the Supreme Court expressly limited its holding in
BFP to mortgage foreclosures, 511 U.S. at 537 n.3, the BAP
concluded that the reasoning underpinning the Court’s
holding in BFP also applied to tax sales under California law.
In re Tracht Gut, 503 B.R. at 815–18.

II. Discussion

     This court reviews the decisions of the BAP de novo and
applies the standard of review applied by the BAP to the
decisions of the bankruptcy court. Retz v. Samson (In re
Retz), 606 F.3d 1189, 1196 (9th Cir. 2010). The BAP
reviews a bankruptcy court’s dismissal under Federal Rule of
Civil Procedure 12(b)(6) de novo. AE ex rel. Hernandez v.
Cnty. of Tulare, 666 F.3d 631, 636 (9th Cir. 2012). A
dismissal granted without leave to amend and with prejudice
is reviewed for abuse of discretion. Id. Denial of a motion
for reconsideration under Federal Rule of Civil Procedure
60(b)(1) is also reviewed for abuse of discretion. Morris v.
Peralta (In re Peralta), 317 B.R. 381, 385 (9th Cir. BAP
2004).

   A. Motion to Dismiss

   A motion to dismiss in an adversary bankruptcy
proceeding is governed by Federal Rule of Bankruptcy
8                  IN RE TRACHT GUT, LLC

Procedure 7012(b), which incorporates Federal Rule of Civil
Procedure 12(b)–(i). Agarwal v. Pomona Valley Medical
Group, Inc. (In re Pomona Valley Med. Grp., Inc.), 476 F.3d
665, 671–72 (9th Cir. 2007). At the motion to dismiss phase,
the trial court must accept as true all facts alleged in the
complaint and draw all reasonable inferences in favor of the
plaintiff. Maya v. Centex Corp., 658 F.3d 1060, 1067–68
(9th Cir. 2011). However, the trial court does not have to
accept as true conclusory allegations in a complaint or legal
claims asserted in the form of factual allegations. Bell
Atlantic Corp. v. Twombly, 550 U.S. 544, 555–56 (2007). To
survive a motion to dismiss, a plaintiff must aver in the
complaint “sufficient factual matter, accepted as true, to ‘state
a claim to relief that is plausible on its face.’” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (quoting Twombly, 550 U.S.
at 570). A dismissal under Rule 12(b)(6) may therefore be
based on either the lack of a cognizable legal theory or on the
absence of sufficient facts alleged under a cognizable legal
theory. Johnson v. Riverside Healthcare Sys., LP, 534 F.3d
1116, 1121 (9th Cir. 2008).

    The bankruptcy court correctly dismissed Tracht Gut’s
complaint for failure to state a claim under Federal Rule of
Civil Procedure 12(b)(6) and Federal Rule of Bankruptcy
Procedure 7012. Tracht Gut’s adversary complaint contained
no statement of facts. After establishing jurisdiction and
venue, Tracht Gut simply listed its five claims for relief.
Tracht Gut’s first claim for relief asserted that the tax sales
were avoidable fraudulent transfers under 11 U.S.C.
§§ 548–49, as well as under California Civil Code § 3275.
Tracht Gut failed to allege any specific facts that would
support an inference that the tax sales were avoidable
fraudulent transfers either under the Bankruptcy Code or
under California state law. Instead, Tracht Gut merely recited
                  IN RE TRACHT GUT, LLC                       9

the elements of a fraudulent transfer as they appear in
11 U.S.C. § 548. Simply put, Tracht Gut’s fraudulent transfer
claim contained only a “[t]hreadbare recital[] of the elements
of a cause of action,” making dismissal proper. Iqbal,
556 U.S. at 678.

    Tracht Gut’s second and third claims were generalized
prayers for declaratory and injunctive relief, respectively, and
did not contain a cognizable legal theory or a factual basis
supporting such a theory. See Johnson, 534 F.3d at 1121.
Tracht Gut’s fourth claim, unjust enrichment, and fifth claim,
violation of 11 U.S.C. § 362, were also both devoid of any
factual matter in support of their allegations. Because Tracht
Gut failed to state a cognizable claim for relief supported by
facts to establish the plausibility of such a claim, the
bankruptcy court’s dismissal of Tracht Gut’s complaint was
proper.

   B. Leave to Amend

     The primary issue is whether the bankruptcy court abused
its discretion in dismissing Tracht Gut’s complaint without
first granting Tracht Gut leave to amend. A party may amend
its complaint within twenty-one days of service, or within
twenty-one days of service of a responsive pleading or a
motion brought under Federal Rule of Civil Procedure 12(b),
(e), or (f). Fed. R. Civ. P. 15(a). Otherwise, a party may only
amend its complaint with written consent from the opposing
party or with leave from the court, which the court should
freely give when justice so requires. Id. Tracht Gut did not
seek leave to amend its complaint within twenty-one days of
service of Defendants’ Rule 12(b)(6) motion, making leave
to amend discretionary.
10               IN RE TRACHT GUT, LLC

    In Foman v. Davis, 371 U.S. 178 (1962), the Supreme
Court set forth the following standard regarding motions for
leave to amend:

       If the underlying facts or circumstances relied
       upon by a plaintiff may be a proper subject of
       relief, he ought to be afforded an opportunity
       to test his claim on the merits. In the absence
       of any apparent or declared reason – such as
       undue delay, bad faith or dilatory motive on
       the part of the movant, repeated failure to cure
       deficiencies by amendments previously
       allowed, undue prejudice to the opposing
       party by virtue of allowance of the
       amendment, futility of amendment etc. – the
       leave sought should, as the rules require, be
       “freely given.” Of course, the grant or denial
       of an opportunity to amend is within the
       discretion of the District Court, but outright
       refusal to grant the leave without any
       justifying reason appearing for the denial is
       not an exercise of discretion; it is merely
       abuse of that discretion and inconsistent with
       the spirit of the Federal Rules.

Id. at 182. We have held that trial courts should determine
whether to allow leave to amend by ascertaining the presence
of four factors: bad faith, undue delay, prejudice to the
opposing party, and futility. Griggs v. Pace Am. Grp., Inc.,
170 F.3d 877, 880 (9th Cir. 1999). Here, the bankruptcy
court denied leave to amend because it determined that
amendment would be futile and because it concluded that
                     IN RE TRACHT GUT, LLC                            11

Tracht Gut had unduly delayed in presenting specific factual
allegations in support of its fraudulent transfer claim.2

    As noted above, in BFP v. Resolution Trust Corp.,
511 U.S. 531 (1994), the Supreme Court held that a
prepetition mortgage foreclosure sale conducted in
accordance with state law conclusively established that the
price obtained at that sale was for reasonably equivalent
value. Under 11 U.S.C. § 548(a), a transfer of a debtor’s
property made within two years of the filing of the petition
can be avoided if, among other conditions, “less than a
reasonably equivalent value” was received in exchange. The
Court’s holding that the amount received through a mortgage
foreclosure sale constituted “reasonably equivalent value”
meant that the transaction was not subject to being found
fraudulent under that provision.

    In its opinion in BFP, however, the Court expressly
limited that holding to mortgage foreclosures of real estate.
“The considerations bearing upon other foreclosures and
forced sales (to satisfy tax liens, for example) may be
different.” BFP, 511 U.S. at 537 n.3.

    The BAP held that the Court’s holding in BFP should also
apply to tax sales conducted in accordance with California
law. In re Tracht Gut, 503 B.R. at 817. As a result, it agreed
with the bankruptcy court that amendment would have been
futile because the County’s legally conducted tax sales of the


  2
     In its order dismissing the complaint without leave to amend, the
bankruptcy court discussed only the futility of amendment. In the
bankruptcy court’s order denying Tracht Gut’s motion for reconsideration,
the court also discussed Tracht Gut’s undue delay in moving for leave to
amend.
12                IN RE TRACHT GUT, LLC

two subject properties could not constitute fraudulent
transfers under 11 U.S.C. § 548. Id. at 818. We agree as
well. The conclusive rule regarding mortgage foreclosures
established by BFP should also apply to tax sales in
California, because the rationale and policy considerations
behind the Court’s holding in BFP are just as relevant in the
California tax sale context.

    Responding to the argument that the sales price of a
property resulting from a foreclosure sale was too low when
compared to fair market value, the Court explained in BFP
that “market value, as it is commonly understood, has no
applicability in the forced-sale context” and that “[market
value] is the very antithesis of forced-sale value.” BFP,
511 U.S. at 537. The Court then explained that because state
law allows the forced sales of real estate, property sold at
such sales is “simply worth less” than property “sold at
leisure and pursuant to normal marketing techniques.” Id. at
539. Thus, the lower price obtained at a foreclosure sale,
when compared to a fair market valuation, is a result of the
mechanism of forced sales, rather than a “badge of fraud”
under the law of fraudulent transfers. Id. at 542–43. “Absent
a clear statutory requirement to the contrary, we must assume
the validity of this state-law regulatory background and take
due account of its effect.” Id. at 539. The Court reasoned
that if debtors were able to avoid mortgage foreclosures under
federal bankruptcy law simply because the property was sold
for below market value at the foreclosure sale, the state
regulatory regime in which creditors can conduct forced sales
on foreclosed property would be frustrated. See id. at
537–39.

   The Court’s rationale also applies to tax sales. As stated
by the BAP, “federal courts should pay considerable
                  IN RE TRACHT GUT, LLC                     13

deference to state law on matters relating to real estate.” In
re Tracht Gut, 503 B.R. at 816. Like mortgage foreclosures,
tax foreclosure sales conducted by state and local
governments are governed by state law.

    The same procedural safeguards under California law that
led the Supreme Court to conclude that mortgage foreclosures
would yield reasonably equivalent value are also required in
California for tax sales. “Foreclosure laws typically require
notice to the defaulting borrower, a substantial lead time
before the commencement of foreclosure proceedings,
publication of a notice of sale, and strict adherence to
prescribed bidding rules and auction procedures.” BFP,
511 U.S. at 542.

    Pursuant to Cal. Rev. & Tax Code § 3691(a)(1)(A), the
tax collector has the power to sell tax-defaulted property that
has not been redeemed after the property has been in default
for three years for commercial real estate, and five years for
residential real estate. Id. This three- or five-year period
provides a “substantial lead time,” one of the factors
identified as an important safeguard in BFP. 511 U.S. at 542.

    In addition, when a property becomes available for tax
sale, the tax collector must file notice with the county clerk,
and that notice is recorded. Cal. Rev. & Tax Code §§ 3691.1,
3691.2, 3691.4. The tax collector is also required to send
notice of the tax sale to all interested parties between 45 and
120 days before the proposed sale. Cal. Rev. & Tax Code
§ 3701. Notice must also be sent to the defaulting party, Cal.
Rev. & Tax Code § 3691(a)(3)(A), and be published in a
newspaper of general circulation weekly for three weeks, Cal.
Rev. & Tax Code § 3702. The notice must contain: (a) date,
time, and place of the sale; (b) location of publicly available
14                 IN RE TRACHT GUT, LLC

computer workstations if the sale allows internet bids;
(c) description of the property; (d) name of the last assessee
of the property; (e) minimum bid; (f) statement that the right
of redemption terminates the day before the sale;
(g) statement that parties of interest have the right to file
claims for any sale proceeds in excess of liens and costs;
(h) statement that parties will be notified of any excess
proceeds; (i) date, time, and place of subsequent sale if
property remains unsold after present sale; (j) amount of
deposit required to submit bids on the property, if so required;
(k) statement that if property is purchased by a credit bid, the
right of redemption will revive if full payment is not made by
a specified date. Cal. Rev. & Tax Code § 3704. Tax sales
conducted in accordance with these requirements provide
notice comparable to that required under the foreclosure laws
at issue in BFP. See 511 U.S. at 542.

    Finally, Cal. Rev. & Tax Code § 3693 requires that all tax
sales shall be at public auction to the highest bidder. “Any
person, regardless of any prior or existing lien on, claim to, or
interest in, the property, may purchase at the sale.” Cal. Rev.
& Tax Code § 3691(a)(1)(A). After a tax sale, the tax
collector is required to execute a deed to the purchaser for the
property. Cal. Rev. & Tax Code § 3708. The tax deed is
“conclusive evidence of the regularity of all proceedings from
the assessment of the assessor to the execution of the deed.”
Cal. Rev. & Tax Code § 3711. The conclusive nature of the
tax deed establishes that tax sales in California are conducted
with “strict adherence to prescribed bidding rules and auction
procedures.” BFP, 511 U.S. at 542.

   This Court has extended BFP beyond the context of
mortgage foreclosures before. In Batlan v. Bledsoe (In re
Bledsoe), 569 F.3d 1106 (9th Cir. 2009), Jennifer Bledsoe
                   IN RE TRACHT GUT, LLC                      15

had recently divorced her ex-husband, Ryan Bledsoe. Id. at
1108. A state court awarded nearly all of the couple’s marital
property to Ryan, citing Jennifer’s misconduct in the divorce
proceedings. Id. When Jennifer later filed for bankruptcy
under Chapter 11, her trustee brought an adversary
proceeding against Ryan, seeking to avoid the property
transfers required by the dissolution judgment. Id. Because
the judgment was “inequitable,” the trustee argued, the
property transfers it required were for less than “reasonably
equivalent value,” and hence were constructively fraudulent
under § 548. Id. at 1108 & n. 1. The bankruptcy court
disagreed and granted summary judgment in favor of Ryan.
The district court affirmed, and the trustee appealed. Id.

    This Court affirmed. It held that under BFP, “a state
court’s dissolution judgment, following a regularly conducted
contested proceeding, conclusively establishes ‘reasonably
equivalent value’ for the purpose of § 548, in the absence of
actual fraud.” Id. at 1112. This was because “[t]he state’s
traditional interest in the regulation of marriage and divorce
is at least as powerful as its traditional interest in regulating
sales of real property,” and “[a]voiding transfers made
pursuant to a state-court dissolution judgment would
seriously impinge on that traditional state interest.” Id. If the
distribution of marital property following the dissolution of
a marriage is similar enough to state-law mortgage
foreclosure to warrant the extension of BFP, then surely so is
a state-law tax sale.

   We also note that the Fifth and Tenth Circuits have
explicitly extended BFP to tax sales. See T.F. Stone Co. v.
Harper (In re T.F. Stone Co.), 72 F.3d 466, 472 (5th Cir.
1995) (holding that under BFP, a tax sale done in accordance
with state law satisfied 11 U.S.C. § 549’s “present fair
16                   IN RE TRACHT GUT, LLC

equivalent value” requirement, which the court read as
mirroring § 548’s “reasonably equivalent value”
requirement); Kojima v. Grandote Int’l Ltd. Liab. Co. (In re
Grandote Country Club, Ltd.), 252 F.3d 1146, 1152 (10th Cir.
2001) (holding that BFP applies to tax sales challenged under
a state fraudulent transfer law, so long as state law requires
competitive bidding procedures).3

    Although certain bankruptcy courts have declined to
extend BFP to prepetition tax sales, that was because of
identified deficiencies in the tax sale procedures of the states
in question. See, e.g., Berley Assocs. v. Eckert (In re Berley
Assocs.), 492 B.R. 433, 440–41 (Bankr. D. N.J. 2013)
(holding that BFP does not apply to prepetition tax sales in
New Jersey because such sales do not require competitive
bidding or advertising); Herkimer Forest Prod. Corp. v. Cnty.
of Clinton (In re Herkimer Forest Prod. Corp.), Bankr. No.
04-13978, Adv. No. 04-90148, 2005 WL 6237559, at *3–4
(Bankr. N.D.N.Y. July 26, 2005) (memorandum disposition)
(holding that BFP does not apply to prepetition tax sales,
noting the absence of public sale and competitive bidding
safeguards).

    Because the policy of deferring to state law on matters of
real estate applies as much to tax sales as to mortgage
foreclosures, and because tax sales in California contain the
procedural safeguards that apply to mortgage foreclosures, a
tax sale conducted in accordance with California state law
conclusively establishes that the price received at the tax sale
was for reasonably equivalent value. That means that the sale



 3
   While T.F. Stone concerned a post-petition tax sale, Grandote Country
Club, like this case, dealt with a prepetition tax sale.
                     IN RE TRACHT GUT, LLC                             17

did not represent a fraudulent transfer under 11 U.S.C. § 548(a).

    In this case, Tracht Gut’s proposed First Amended
Complaint did not allege any procedural defects with either
of the tax sales and instead alleged only that the sales price
was too low in each instance. In light of the presumption that
the price received at the tax sale was for reasonably
equivalent value absent procedural irregularity, amendment
would have been futile. The bankruptcy court’s denial of
leave to amend was not an abuse of discretion.4

      C. Motion for Reconsideration

    Tracht Gut also appeals the bankruptcy court’s denial of
its motion for reconsideration under Federal Rule of Civil
Procedure 60(b), which provides: “On motion and just terms,
the court may relieve a party or its legal representative from
a final judgment, order, or proceeding for,” among other
things, “mistake, inadvertence, surprise, or excusable
neglect.” In its moving papers, Tracht Gut argued that
excusable neglect should serve as a basis for reconsideration.
Tracht Gut failed, however, to identify any instance of
neglect that was excusable, let alone explain how excusing its
neglect would have produced any different result in light of
the futility of Tracht Gut’s proposed amended complaint.




  4
    Although we need not decide whether Tracht Gut’s undue delay in
seeking amendment afforded the bankruptcy court the discretion to deny
leave to amend, we note that undue delay alone cannot serve as the basis
for the denial of leave to amend. See, e.g., Lockheed Martin Corp. v.
Network Solutions, Inc., 194 F.3d 980, 986 (9th Cir. 1999) (“[D]elay is not
a dispositive factor in the amendment analysis.”).
18                IN RE TRACHT GUT, LLC

III.     Conclusion

    A tax sale conducted in accordance with California law
conclusively establishes that the price obtained at that sale
was for reasonably equivalent value, just as the California
mortgage foreclosure sale did in BFP. Tracht Gut’s initial
complaint was properly dismissed because it did not allege
facts sufficient to support a plausible claim of fraudulent
transfer. Leave to amend was properly denied because Tracht
Gut’s proposed amendment would have been futile. The
proposed amended complaint alleged only that the tax sales
resulted in prices that were too low in comparison with fair
market value and did not allege that the tax sales were not
properly conducted under California law. Because it was
conclusively established that reasonably equivalent value was
obtained for the properties sold at the tax sales, those sales
could not have been fraudulent transfers under 11 U.S.C.
§ 548(a).

       AFFIRMED.
