                                                                              FILED
                             NOT FOR PUBLICATION                              APR 23 2012

                                                                          MOLLY C. DWYER, CLERK
                     UNITED STATES COURT OF APPEALS                         U.S. COURT OF APPEALS



                             FOR THE NINTH CIRCUIT


In the matter of: ORANGE COUNTY                  Nos. 10-56775; 10-56777; 10-
NURSERY, INC.,                                   56778

                Debtor.                          D.C. Nos. 09-CV-08158-DMG;
                                                 10-05808-DMG; 10-01605-DMG
ORANGE COUNTY NURSERY, INC.

                Appellant,                       MEMORANDUM*

  v.

THE MINORITY VOTING TRUST,
DAVID F. VEYNA, CARMEN VEYNA,
and ANNA M. ZANKEL, Trustees,

                Appellees.


                    Appeal from the United States District Court
                       for the Central District of California
                      Dolly M. Gee, District Judge, Presiding

                          Argued and Submitted April 9, 2012
                                 Pasadena, California



            *
             This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
       **
             The Honorable Frederic Block, Senior United States District Judge for
the Eastern District of New York, sitting by designation.
Before: FERNANDEZ and SILVERMAN, Circuit Judges, and BLOCK, District
Judge.**

      Orange County Nursery, Inc. (“OCN”) appeals a district court order

reversing three consolidated bankruptcy court orders and remanding to the

bankruptcy court for further factfinding. OCN argues that the district court erred

by holding that (1) certain minority shareholders (“the Minority”) had a claim in

bankruptcy created by a California Superior Court judgment that ordered, pursuant

to California Corporations Code section 2000, that either OCN would purchase the

Minority’s shares for $5,249,928 or the corporation would be dissolved, and (2)

the Minority had a claim in bankruptcy for attorneys’ fees and costs arising from

the state court judgment that was not limited to the amount of a bond OCN posted

in the state court proceeding. We lack jurisdiction and dismiss.

      The district court order is not an appealable final order under either 28

U.S.C. § 1291 or the more “liberal finality standard” of 28 U.S.C. § 158(d). See

Congrejo Invs., LLC v. Mann (In re Bender), 586 F.3d 1159, 1163 (9th Cir. 2009).

Several factors weigh against exercising jurisdiction under section 158(d). See

Vylene Enter. Inc. v. Naugles (In re Vylene Enter. Inc.), 968 F.2d 887, 895-96 (9th

Cir. 1992). First, hearing the case at this juncture is likely to result in piecemeal

litigation, as the facts that will be developed on remand are not merely mechanical



                                           2
and may generate a subsequent appeal. See In re Bender, 586 F.3d at 1165;

Saxman v. Educ. Credit Mgmt. Corp. (In re Saxman), 325 F.3d 1168, 1172 (9th

Cir. 2003). Second, our consideration will not aid judicial efficiency by disposing

of the proceedings or otherwise aiding the bankruptcy court in reaching its

disposition on remand. See Bonner Mall P'ship v. U.S. Bancorp Mortgage Co. (In

re Bonner Mall P’Ship), 2 F.3d 899, 904 (9th Cir. 1993). Third, the bankruptcy

court has not yet had the opportunity to exercise its factfinding power and value

the claims at issue; by dismissing the appeal, we avoid addressing the legal

questions on an underdeveloped record. See In re Bender, 586 F.3d at 1166.

Finally, “neither party has argued that immediate appellate review would prevent

irreparable harm.” Id.

      DISMISSED; appellee’s motion for judicial notice is DENIED .




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