                                                                           FILED
                            NOT FOR PUBLICATION
                                                                             JUL 19 2016
                    UNITED STATES COURT OF APPEALS                      MOLLY C. DWYER, CLERK
                                                                          U.S. COURT OF APPEALS


                            FOR THE NINTH CIRCUIT


TAMER SALAMEH, et al.,                           No.    14-56387

              Plaintiffs - Appellants,           D.C. No.
                                                 3:09-cv-02739-GPC-BLM
 v.

5TH ROCK, LLC and MKP ONE, LLC,                  MEMORANDUM*

              Defendants - Appellees.


                    Appeal from the United States District Court
                      for the Southern District of California
                    Gonzalo P. Curiel, District Judge, Presiding

                         Argued and Submitted July 6, 2016
                               Pasadena, California

Before: VANASKIE,** MURGUIA, and WATFORD, Circuit Judges.

      Plaintiffs appeal from an award of $405,371.25 in attorney’s fees to

defendants. The district court did not abuse its discretion in granting the award.




         *
             This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
         **
            The Honorable Thomas I. Vanaskie, United States Circuit Judge for
the U.S. Court of Appeals for the Third Circuit, sitting by designation.
                                                                           Page 2 of 3
      The plaintiffs’ general objections to the awarding of fees under the purchase

contract lack merit. In the appeal from their lawsuit’s dismissal, we held that the

interests they purchased were not securities. Salameh v. Tarsadia Hotel, 726 F.3d

1124, 1129–32 (9th Cir. 2013). That decision forecloses their argument here that

the purchase contract is illegal and hence unenforceable for failing to comply with

securities laws. Their alternative argument that the contract’s fees provision does

not cover the fraud causes of action also fails. The provision permits fees in any

legal action “arising out of this Contract,” and this language is broad enough to

encompass tort claims based on the contract’s underlying transaction. See, e.g.,

Santisas v. Goodin, 951 P.2d 399, 405 (Cal. 1998). The fees provision is therefore

enforceable and applicable to the fraud causes of action.

      As for the reasonableness of the fees award, the district court was not

required to further apportion the fees between the claims or the defendants. The

district court had discretion not to exclude fees for legal work common to both the

fraud and securities claims because the claims shared core factual allegations and

overlapping legal elements. See Jankey v. Lee, 290 P.3d 187, 198 (Cal. 2012).

Plaintiffs’ reliance on Carver v. Chevron U.S.A., Inc., 14 Cal. Rptr. 3d 467 (Ct.

App. 2004), to support a contrary result is misplaced because the statutes

governing the securities claims do not indicate a legislative policy to forbid fees for
                                                                           Page 3 of 3
overlapping fee-shifting claims. See Jankey, 290 P.3d at 198–99. The district

court also had discretion not to limit fees for work representing additional

defendants in the lawsuit because the alleged liability of all the defendants shared

an overlapping factual and legal basis. See Cruz v. Ayromloo, 66 Cal. Rptr. 3d

725, 730 (Ct. App. 2007).

      AFFIRMED.

      Appellees’ motion for sanctions is DENIED. Their motion for judicial

notice is GRANTED.
