                                                                           FILED
                           NOT FOR PUBLICATION                              MAY 17 2013

                                                                        MOLLY C. DWYER, CLERK
                    UNITED STATES COURT OF APPEALS                       U .S. C O U R T OF APPE ALS




                            FOR THE NINTH CIRCUIT



SCOTTSDALE INSURANCE                             No. 11-56406
COMPANY, an Ohio corporation,
                                                 D.C. No. 2:10-cv-01090-DSF-JEM
              Plaintiff-counter-defendant -
Appellee,
 and                                             MEMORANDUM *

VNU BUSINESS MEDIA, INC., a
Delaware corporation, Erroneously Sued
As BPI Communications Inc.,

              Defendant-cross-defendant -
Appellee,

  v.

THE SONI LAW FIRM, an unknown
business entity,

            Defendant-counter-claimant-
cross-claimant - Appellant.



                    Appeal from the United States District Court
                       for the Central District of California
                     Dale S. Fischer, District Judge, Presiding

                        Argued and Submitted May 8, 2013


        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
                                 Pasadena, California

Before: O’SCANNLAIN, PAEZ, and IKUTA, Circuit Judges.

      Scottsdale Insurance Company (“Scottsdale”) filed this statutory interpleader

action against the Soni Law Firm (“Soni”), the Milton H. Greene Archives, Inc.

(“the Archives”), and VNU Business Media, Inc. (“VNU”). Soni moved to stay or

to dismiss the interpleader in light of then-pending parallel state proceedings. The

district court denied the motion. The court later entered its findings and concluded

that VNU’s lien and Scottsdale’s equitable right of offset both had priority over

Soni’s attorney’s lien. Soni timely appealed. We affirm.

                                           I

      The district court’s refusal to abstain under Colorado River Water

Conservation District v. United States, 424 U.S. 800 (1976), was not an abuse of

discretion.1 Exceptional circumstances did not exist to relieve the district court of




      1
        We may review the district court’s order denying the motion to abstain
despite the notice of appeal’s defects. Generally, “an appeal from the final
judgment draws in question all earlier non-final orders and all rulings which
produced the judgment.” Munoz v. Small Bus. Admin., 644 F.2d 1361, 1364 (9th
Cir. 1981). And “[w]here the appellee has argued the merits fully in its brief, it has
not been prejudiced by the appellant’s failure to designate specifically an order
which is subject to appeal.” Lockman Found. v. Evangelical Alliance Mission, 930
F.2d 764, 772 (9th Cir. 1991). Here, both VNU and Scottsdale have fully briefed
the abstention issue, so neither is prejudiced.

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its “virtually unflagging obligation” to adjudicate Scottsdale’s claims. Id. at 813,

817.

                                            II

       The district court’s conclusion that VNU’s lien has priority over Soni’s was

not error. The first-in-time rule apples only when “[o]ther things [are] equal.” Cal.

Civ. Code § 2897. The district court properly analyzed “whether the equities of the

lienholders [were] equal.” Bluxome St. Assocs. v. Fireman’s Fund Ins. Co., 206

Cal. App. 3d 1149, 1159 (1988). For the reasons stated by the district court, we

agree that the equities favored VNU.

                                           III

       The district court’s conclusion that Scottsdale’s right of offset has priority

over Soni’s was not error. “[T]he general rule is that . . . an attorney’s lien is

subordinate to the rights of the adverse party to offset judgments in the same action

or in actions based upon the same transaction,” Brienza v. Tepper, 35 Cal. App. 4th

1839, 1849 (1995), though “competing equities” may favor prioritizing the

attorney’s lien. Id. at 1848. For the reasons stated by the district court, we agree

that the equities do not favor Soni.

       AFFIRMED.




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