                                                                           FILED
                           NOT FOR PUBLICATION                              APR 15 2011

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




                            FOR THE NINTH CIRCUIT



UNITED STATES OF AMERICA,                        No. 08-55124

              Petitioner - Appellee,             D.C. No. CV-06-00408-DOC

  v.
                                                 MEMORANDUM *
LEE GODDARD & DUFFY LLP and
WILLIAM A. GODDARD,

              Respondents - Appellants.



                    Appeal from the United States District Court
                       for the Central District of California
                     David O. Carter, District Judge, Presiding

                            Submitted April 13, 2011 **
                               Pasadena, California

Before: D.W. NELSON, BYBEE, and M. SMITH, Circuit Judges.

       Lee, Goddard & Duffy, LLP, and William A. Goddard, IV, appeal the

district court’s November 2007 order regarding two tax summonses. As the facts




        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
        **
             The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
and procedural history are familiar to the parties, we do not recite them here except

as necessary to explain our disposition.

       We have jurisdiction under 28 U.S.C. § 1291. United States v. Jose, 519

U.S. 54, 55–57 (1996) (per curiam). “The Order on its face evidenced the judge’s

intention that it be final. . . . [I]t fully adjudicated the issues at bar.” Slimick v.

Silva (In re Slimick), 928 F.2d 304, 308 (9th Cir. 1990). Unlike the June 2006

order, the November 2007 order did not explicitly reserve questions of privilege

for future proceedings. Cf. Steinert v. United States, 571 F.2d 1105, 1106–07 (9th

Cir. 1978). Accordingly, we refrain from combing the record in an attempt to

divine whether the district court harbored subjective intentions that contradicted its

written order.

       Appellants have waived any arguments regarding the district court’s

conclusion that the disputed documents were responsive to the summonses. “‘We

review only issues which are argued specifically and distinctly in a party’s opening

brief. We will not manufacture arguments for an appellant, and a bare assertion

does not preserve a claim. . . .’” Indep. Living Ctr. of S. Cal., Inc. v. Shewry, 543

F.3d 1050, 1065 n.17 (9th Cir. 2008) (citation omitted). Parties may not

incorporate their district court briefs by reference. 9th Cir. R. 28-1(b); 16AA

Charles Alan Wright et al., Federal Practice & Procedure § 3974.1 n.33 (4th ed.

2010 Supp.) (collecting cases). We therefore affirm the district court’s conclusion
that the disputed documents related to “tax shelter transactions” under the terms of

the summonses.

      Because we affirm the district court’s determination on the underlying legal

dispute, we also conclude that the court acted within its discretion by declining to

review documents in camera or allow Appellants an opportunity to file sworn

affidavits. Tiffany Fine Arts, Inc. v. United States, 469 U.S. 310, 324 n.7 (1985);

Donaldson v. United States, 400 U.S. 517, 528–29 (1971), superseded by statute

on other grounds as stated in Tiffany Fine Arts, 469 U.S. at 316.

      AFFIRMED.
