                                                                FILED
                                                                 FEB 24 2015
 1                         NOT FOR PUBLICATION
 2                                                        SUSAN M. SPRAUL, CLERK
                                                               U.S. BKCY. APP. PANEL
                                                               OF THE NINTH CIRCUIT
 3                  UNITED STATES BANKRUPTCY APPELLATE PANEL
 4                            OF THE NINTH CIRCUIT
 5   In re:                        )      BAP No. CC-11-1100-DPaTa
                                   )
 6   VALLEY HEALTH SYSTEM,         )      Bk. No. 07-18293
                                   )
 7                  Debtor.        )      Adv. No. 10-01566
     ______________________________)
 8                                 )
     PEGGY KIRTON; DIANA AGNELLO, )
 9                                 )
                    Appellants,    )
10                                 )
     v.                            )      M E M O R A N D U M1
11                                 )
     VALLEY HEALTH SYSTEM; VALLEY )
12   HEALTH SYSTEM RETIREMENT      )
     PLAN; JOEL BERGENFELD,        )
13   Trustee of the Valley Health )
     System Retirement Plan;       )
14   VINAY M. RAO, Trustee of the )
     Valley Health System          )
15   Retirement Plan; MICHELE BIRD,)
     Trustee of the Valley Health )
16   System Retirement Plan,       )
                                   )
17                  Appellees.     )
     ______________________________)
18
                    Argued and Submitted on January 22, 2015
19                                 at Pasadena
20                         Filed - February 25, 2015
21               Appeal from the United States Bankruptcy Court
                     for the Central District of California
22
              Honorable Peter Carroll, Bankruptcy Judge, Presiding
23
24
25
26        1
             This disposition is not appropriate for publication.
27   Although it may be cited for whatever persuasive value it may
     have (see Fed. R. App. P. 32.1), it has no precedential value.
28   See 9th Cir. BAP Rule 8024-1.
 1   Appearances:    Gregory G. Petersen argued for Appellants Peggy
                     Kirton and Diana Agnello; Gary E. Klausner of
 2                   Levene, Neale, Bender, Yoo & Brill LLP argued for
                     Appellee Valley Health System; Mark R. Attwood of
 3                   Jackson Lewis LLP argued for Appellees Valley
                     Health System Retirement Plan and its trustees,
 4                   Joel Bergenfeld, Vinay M. Rao, and Michele Bird.
 5
     Before:   DUNN, PAPPAS, and TAYLOR, Bankruptcy Judges.
 6
 7        This appeal is before us for a second time. On March 19,
 8   2012 (“Prior Disposition”),2 the Panel determined that the
 9   bankruptcy court lacked subject matter jurisdiction over the
10   dispute between the parties.   On further appeal to the Ninth
11   Circuit Court of Appeals, that determination was reversed and
12   remanded to this Panel to determine the remaining substantive
13   issues posed on appeal from the bankruptcy court.   See Valley
14   Health Sys. v. Kirton (In re Valley Health Sys.), 584 Fed.Appx.
15   477 (9th Cir. 2014).
16        We restate the introduction to the appeal set forth in the
17   Prior Disposition:
18        Peggy Kirton and Diana Agnello (“Kirton Parties”) are
          former employees of Valley Health System (“VHS”) and
19        were participants in the Valley Health System
          Retirement Plan (“Retirement Plan”). After VHS
20        confirmed its chapter 93 plan of adjustment, they filed
          in state court a petition for writ of mandamus
21        (“Petition”) against VHS and others seeking to enforce
          their alleged rights under the Retirement Plan. VHS
22
23        2
             The Prior Disposition was a reported opinion: Kirton v.
24   Valley Health Sys. (In re Valley Health Sys.), 471 B.R. 555 (9th
     Cir. BAP 2012).
25
          3
             Unless specified otherwise, all chapter and section
26   references are to the Bankruptcy Code, 11 U.S.C. §§ 101–1532, and
27   all “Rule” references are to the Federal Rules of Bankruptcy
     Procedure, Rules 1001–9037. All “Civil Rule” references are to
28   the Federal Rules of Civil Procedure.

                                     -2-
 1        removed the Petition to the bankruptcy court. Along
          with other named respondents, VHS then filed a Civil
 2        Rule 12(b)(6) motion to dismiss the Petition, which the
          bankruptcy court granted without leave to amend. The
 3        Kirton Parties filed a motion for reconsideration,
          which the bankruptcy court denied.
 4
          The Kirton Parties appeal from both the dismissal order
 5        and the order denying the motion for reconsideration.
 6
          For the reasons stated below, we AFFIRM the bankruptcy
 7
     court’s dismissal of the adversary proceeding.
 8
                           I.    FACTUAL BACKGROUND4
 9
     A.   VHS Confirms a Chapter 9 Plan
10
          VHS is a local health care district under the California
11
     Local Health Care District Law, Cal. Health & Safety Code § 32000
12
     et seq.   VHS filed a chapter 9 bankruptcy petition in December
13
     2007, and the bankruptcy court entered an order for relief in the
14
     case in February 2008.     Pursuant to § 943, the bankruptcy court
15
     confirmed VHS’ first amended plan of adjustment (“Chapter 9
16
     Plan”) by order entered April 26, 2010 (“Confirmation Order”).
17
     On October 14, 2010, VHS issued a notice that October 13, 2010,
18
     was the effective date of the Chapter 9 Plan.     Among other
19
     things, the Chapter 9 Plan provided for the discharge of VHS’
20
     prepetition debts and also enjoined claimants from pursuing any
21
     action or proceeding on account of such debts.
22
          The underlying fact that has driven the litigation that is
23
     the subject of this appeal is that VHS, prepetition, allegedly
24
     had failed to fund the Retirement Plan adequately by at least
25
26        4
             A complete recitation of the facts is set forth in the
27   Prior Dispostition. The facts in this Memorandum are more
     summary in nature, and borrow heavily from the previously stated
28   facts.

                                       -3-
 1   $100 million.   The Chapter 9 Plan specifically addressed VHS’
 2   obligations under its Retirement Plan:
 3        Defined Benefit Plan Participants will be entitled to
          the same rights and benefits to which such participants
 4        are currently entitled under the VHS Retirement Plan
          and the MetLife Group Annuity Contract, and such
 5        participants shall have no recourse to the District or
          to any assets of the District, and shall not be
 6        entitled to receive any distributions under this Plan.
          Instead, all unallocated amounts held by MetLife Group,
 7        pursuant to the VHS Retirement Plan and the MetLife
          Group Annuity Contract, will continue to be made
 8        available to provide retirement benefits for
          participants in the manner indicated under the
 9        provisions of the VHS Retirement Plan and the MetLife
          Group Annuity Contract. Accordingly, the treatment of
10        Allowed Class 2C claim holders set forth herein shall
          not affect any legal, equitable or contractual rights
11        to which the VHS Retirement Plan participants are
          entitled.
12
13   Chapter 9 Plan (Dec. 17, 2009) at 16:13-22.   Based on this
14   treatment, Retirement Plan participants (Class 2C claimants) were
15   characterized as unimpaired, with no entitlement to vote on the
16   Chapter 9 Plan.
17        The Kirton Parties were served with notice of the claims bar
18   date, bankruptcy court approval of the first amended disclosure
19   statement, and the confirmation hearing on the Chapter 9 Plan.
20   They also received copies of the Chapter 9 Plan and the first
21   amended disclosure statement.   The Kirton Parties filed no proofs
22   of claim, did not object to confirmation of the Chapter 9 Plan,
23   and otherwise did not participate in VHS’ Chapter 9 case.     They
24   further did not appeal the Confirmation Order.
25   B.   The Kirton Parties Seek Relief in State Court
26        In August 2010, after the Chapter 9 Plan had been confirmed,
27   the Kirton Parties filed the state court Petition, naming as
28   respondents VHS, the Retirement Plan, three individual trustees

                                     -4-
 1   for the Retirement Plan, and MetLife, Inc. (“MetLife”), the
 2   administrator of the Retirement Plan.   The Petition sought
 3   damages in excess of $100 million under various theories for the
 4   alleged underfunding of the Retirement Plan since 1999.   The
 5   Petition’s prayer for relief sought a writ of mandate directing
 6   the respondents to fund the Retirement Plan as required by law,
 7   to disclose VHS’ underfunding and violations of the Retirement
 8   Plan and the California Constitution, to cease any concealment of
 9   underfunding/violations, and to prosecute any actions allowed or
10   required to conserve the Retirement Plan’s assets.   The Petition
11   alleged that all of the respondents had breached their respective
12   duties to prevent, to disclose, or both, VHS’ underfunding of the
13   Retirement Plan, which were alleged to have arisen under the
14   Retirement Plan itself and California Constitution Art. XVI,
15   Sec. 17.   However, ultimately, as noted in the Prior Disposition,
16   “[t]he gravamen of the Petition was that VHS allegedly
17   underfunded the Retirement Plan to the tune of $100 million.”
18   471 B.R. at 560.
19   C.   VHS Removes the State Court Petition to Bankruptcy Court
20         On September 22, 2010, VHS filed a notice of removal
21   pursuant to 28 U.S.C. § 1452(a) and Rule 9027, which removed the
22   Petition from state court to the bankruptcy court.   VHS, the
23   Retirement Plan, and its Trustees (“VHS Defendants”) then filed
24   the motion (“Dismissal Motion”) to dismiss the Petition under
25   Civil Rule 12(b)(6), applicable in the adversary proceeding
26   pursuant to Rule 7012, on October 22, 2010.
27         The primary argument in the Dismissal Motion was that the
28   Chapter 9 Plan and the Confirmation Order discharged VHS’

                                     -5-
 1   obligation to fund the Retirement Plan.   In addition, the VHS
 2   Defendants argued that the Trustees had no contractual or
 3   fiduciary obligations to the Kirton Parties under the Retirement
 4   Plan; that the Retirement Plan did not have legal capacity to sue
 5   or be sued; that the Kirton Parties did not comply with the pre-
 6   filing requirements of the California Government Claims Act; that
 7   both VHS and the Trustees were immune from liability; and that
 8   the Kirton Parties failed to plead the requisite elements for
 9   mandamus relief or for relief under the causes of action alleged.
10        The notice which accompanied the Dismissal Motion warned the
11   Kirton Parties that if they failed to file a timely opposition,
12   the Local Rules authorized the bankruptcy court to treat that
13   failure as consent to the relief requested in the Dismissal
14   Motion.   Notwithstanding that warning, the Kirton Parties never
15   filed a response to the Dismissal Motion.   On the eve of the
16   January 4, 2011, hearing (“Hearing”) on the Dismissal Motion, the
17   Kirton Parties instead filed what they intended to be an amended
18   complaint.
19        At the Hearing, the bankruptcy court found that no valid
20   amended complaint had in fact been filed; the Kirton Parties had
21   failed to comply with Civil Rule 15, which required either
22   written consent from the VHS Defendants or an order from the
23   bankruptcy court in advance of filing an amended complaint,
24   neither of which the Kirton Parties had obtained.   In light of
25   the Kirton Parties’ failure to respond to the Dismissal Motion,
26   the bankruptcy court granted the Dismissal Motion without leave
27   to amend.
28        The Kirton Parties objected to the proposed dismissal order

                                     -6-
 1   prepared by the VHS Defendants on the basis that it attempted to
 2   grant relief beyond that sought in the Dismissal Motion and to
 3   resolve matters not properly before the bankruptcy court.   In
 4   particular, the Kirton Parties asserted that granting the
 5   Dismissal Motion in favor of parties not expressly named as
 6   movants in the Dismissal Motion would violate the Kirton Parties’
 7   due process rights.   In large part this argument seems to be
 8   directed to the Kirton Parties’ assertions that VHS had more than
 9   one retirement plan and that the retirement plan named in their
10   Petition was not the Retirement Plan on behalf of which the
11   Dismissal Motion was filed.   The Kirton Parties also asserted
12   that the California Constitution deprived the bankruptcy court of
13   jurisdiction over any retirement plan of VHS.   The bankruptcy
14   court overruled the Kirton Parties’ objections and entered the
15   form of order (“Dismissal Order”) the VHS Defendants had lodged.
16        In response, the Kirton Parties filed a motion for
17   reconsideration of the Dismissal Order, reiterating their
18   arguments made against the form of order.   The bankruptcy court
19   entered a Memorandum of Decision (“Opinion”) without a hearing
20   with respect to reconsideration on February 24, 2011.   In the
21   Opinion, the bankruptcy court explicitly found that “VHS had only
22   one retirement plan – the VHS Retirement Plan identified in VHS’s
23   disclosure Statement.”   The bankruptcy court also rejected the
24   Kirton Parties’ theory that the VHS Retirement Plan was a sui
25   juris entity capable of being sued in its own right.    Rather, the
26   bankruptcy court ruled that the VHS Retirement Plan was
27   “tantamount to a pre-petition contract between VHS and the plan
28   participants,” citing Westley v. Cal. Pub. Employees Ret. Sys.

                                     -7-
 1   Bd. of Admin., 105 Cal. App. 4th 1095, 1116 (3d Dist. 2003).      The
 2   bankruptcy court ruled that VHS’ only funding obligation arose
 3   from this contractual relationship, implicitly rejecting any
 4   theory that the underfunding implicated the California
 5   Constitution.   Finally, the bankruptcy court ruled that the
 6   Trustees had no contractual obligations under the Retirement Plan
 7   in their individual capacities.     Noting that the Kirton Parties
 8   had been on notice throughout VHS’ bankruptcy case of relevant
 9   deadlines but had failed to take any action to protect any claim
10   they might have had against VHS for underfunding the Retirement
11   Plan, the bankruptcy court concluded that the claims asserted in
12   the Petition were barred by the confirmed Chapter 9 Plan.
13        Based upon the foregoing, the bankruptcy court ruled that
14   granting the Dismissal Motion was appropriate, as was granting it
15   without leave to amend where the claims stated by the Petition
16   could not possibly be cured by the allegation of other facts.
17   Further, extending the Dismissal Order to cover claims asserted
18   against MetLife, notwithstanding MetLife’s failure to make an
19   appearance in response to the Petition, was warranted because
20   MetLife’s position was aligned with that of the VHS Defendants.
21        The order (“Reconsideration Order”) denying the
22   Reconsideration Motion was entered February 24, 2011.     The Kirton
23   Parties thereafter timely appealed both the Dismissal Order and
24   the Reconsideration Order.
25                            II.   JURISDICTION
26        The bankruptcy court had “related to” jurisdiction under
27   28 U.S.C. §§ 1334 and 157.     See Valley Health Sys. v. Kirton
28   (In re Valley Health Sys.), 584 Fed.Appx. 477 (9th Cir. 2014).

                                       -8-
 1   We have jurisdiction under 28 U.S.C. § 158.
 2                               III.    ISSUES
 3        Whether the bankruptcy court clearly erred and/or abused its
 4   discretion when it dismissed the adversary proceeding.
 5                        IV.   STANDARDS OF REVIEW
 6        We review de novo the bankruptcy court’s interpretation of
 7   the Civil Rules.   Am. Sports Radio Network, Inc. v. Krause
 8   (In re Krause), 526 F.3d 1070, 1073 n.5 (9th Cir. 2008).     Thus,
 9   the bankruptcy court’s dismissal of an adversary proceeding for
10   failure to state a claim under Civil Rule 12(b)(6) is reviewed de
11   novo.   N.M. State Inv. Council v. Ernst & Young LLP, 641 F.3d
12   1089, 1094 (9th Cir. 2011); Barnes v. Belice (In re Belice),
13   461 B.R. 564, 572 (9th Cir. 2011).
14        “Dismissal without leave to amend is improper unless it is
15   clear, upon de novo review, that the complaint could not be saved
16   by any amendment.”   Thinket Ink Info. Res., Inc. v. Sun
17   Microsystems, Inc., 368 F.3d 1053, 1061 (9th Cir. 2004)(citation
18   omitted).   Where amendment would be futile, it is not error for a
19   trial court to deny leave to amend.      Id., citing Saul v. United
20   States, 928 F.2d 829, 843 (9th Cir. 1991).
21           We review the bankruptcy court’s denial of a motion for
22   reconsideration for an abuse of discretion.      Tracht Gut, LLC v.
23   Cnty. of L.A. Treasurer & Tax Collector (In re Tracht Gut, LLC),
24   503 B.R. 804, 809 (9th Cir. BAP 2014).
25        Review of an abuse of discretion determination involves a
26   two-prong test; first, we determine de novo whether the
27   bankruptcy court identified the correct legal rule for
28   application.   See United States v. Hinkson, 585 F.3d 1247, 1261-

                                        -9-
 1   62 (9th Cir. 2009)(en banc).    If not, then the bankruptcy court
 2   necessarily abused its discretion.      See id. at 1262.   Otherwise,
 3   we next review whether the bankruptcy court’s application of the
 4   correct legal rule was clearly erroneous.      We will affirm unless
 5   its fact findings were illogical, implausible, or without support
 6   in inferences that may be drawn from the facts in the record.
 7   See id.
 8        We may affirm the decision of the bankruptcy court on any
 9   basis supported by the record.    See ASARCO, LLC v. Union Pac. R.
10   Co., 765 F.3d 999, 1004 (9th Cir. 2014); Shanks v. Dressel,
11   540 F.3d 1082, 1086 (9th Cir. 2008).
12                              V.   DISCUSSION
13        1.     The Bankruptcy Court Dismissed the Adversary
                 Proceeding Because the Kirton Parties Failed to
14               Comply With National and Local Rules.
15        It is well- and long-established that a court’s local rules
16   have the force of law.    See Weil v. Neary, 278 U.S. 160, 169
17   (1929).    This principle includes the bankruptcy court’s Local
18   Rules.    See Price v. Lehtinen (In re Lehtinen), 332 B.R. 404,
19   412-14 (9th Cir. BAP 2005), aff’d, 564 F.3d 1052 (9th Cir. 2009).
20        In the Bankruptcy Court for the Central District of
21   California, Local Rule 9013–1(f) provides, with exceptions not
22   relevant to this appeal, that “each interested party opposing or
23   responding to the motion must file and serve the response
24   (Response) on the moving party and the United States trustee not
25   later than 14 days before the date designated for hearing.”
26   Further, Local Rule 9013-1(h) cautions “if a party does not
27   timely file and serve documents, the court may deem this to be
28   consent to the granting or denial of the motion, as the case may

                                      -10-
 1   be.”
 2          The VHS Defendants filed the Dismissal Motion on October 22,
 3   2010.    The notice of motion, with which the Kirton Parties were
 4   served, warned that a failure to file a timely opposition to the
 5   Dismissal Motion could be treated by the bankruptcy court as
 6   consent to the relief requested in the Dismissal Motion.
 7   Notwithstanding the notice that serious consequences might result
 8   if a timely response to the Dismissal Motion was not filed, the
 9   Kinton Parties never filed any response, even with several
10   opportunities to do so.
11          The original scheduled hearing date on the Dismissal Motion
12   was November 30, 2010, making the Kirton Parties’ response due no
13   later than November 16, 2010.   The record establishes that on
14   November 24, 2010, the parties filed a stipulation to continue
15   the hearing to a proposed date of December 30, 2010; that the
16   continuance was a professional courtesy being extended to counsel
17   for the Kirton Parties based upon his poor health; and that the
18   parties expressly stipulated “[t]o allow [the Kirton Parties’]
19   Opposition and [the VHS Defendants’] Reply to the Opposition to
20   [the Dismissal Motion] to be filed in accordance with the new
21   date [sic] hearing.”    The bankruptcy court ultimately reset the
22   hearing on the Dismissal Motion for January 4, 2011, resetting
23   the deadline for the Kirton Parties to file an opposition to the
24   Dismissal Motion to December 21, 2010.   A joint status report
25   also was due on December 21, 2010 under the Local Rules; however,
26   counsel for the VHS Defendants was unable to obtain the
27   cooperation of counsel for the Kirton Parties.   The VHS
28   Defendants filed a unilateral status report instead.   On

                                      -11-
 1   December 30, 2010, the VHS Defendants filed a notice that no
 2   opposition had been filed to the Dismissal Motion.    Ultimately,
 3   at 9:23 p.m. on January 3, 2011, the day before the Hearing, the
 4   Kirton Parties filed their own unilateral status report.
 5        The Kirton Parties belatedly attempted to file an amended
 6   complaint, taking the position that the amended complaint would
 7   render the Dismissal Motion moot, thereby relieving the Kirton
 8   Parties of the responsibility for responding to the Dismissal
 9   Motion, timely or otherwise.
10        Local Rule 7015-1(a)(3) provides, “Unless otherwise ordered,
11   a pleading will not be deemed amended absent compliance with this
12   rule and [Rule] 7015.”   Rule 7015 expressly incorporates Civil
13   Rule 15.   Because the Kirton Parties did not amend the Petition
14   within 21 days after the Dismissal Motion was filed, they were
15   required to comply with Civil Rule 15(a)(2), which states: “In
16   all other cases, a party may amend its pleading only with the
17   opposing party's written consent or the court's leave.    The court
18   should freely give leave when justice so requires.”   The Kirton
19   Parties having obtained neither the written consent of the VHS
20   Defendants nor leave of the bankruptcy court to file their
21   amended complaint, the bankruptcy court properly determined that
22   the Petition was not deemed amended.   The Kirton Parties were
23   therefore left with a live Dismissal Motion to which they had not
24   responded.
25        The bankruptcy court neither erred nor abused its discretion
26   in entering the Dismissal Order in these circumstances.    That
27   determination was in accordance with Local Rules 9013-1(f) and
28   (h), of which the Kirton Parties were fully informed.

                                     -12-
 1        2.    Dismissal Without Leave to Amend Was Not Improper
 2        Rule 15(a)(2) requires the bankruptcy court to freely give
 3   leave to amend a pleading “when justice so requires.”       If,
 4   however, upon de novo review, it is clear that the Petition could
 5   not be saved by any amendment, dismissal without leave to amend
 6   is not improper.   See Polich v. Burlington N., Inc., 942 F.2d
 7   1467, 1472 (9th Cir. 1991).   To dismiss a pleading without leave
 8   to amend, the bankruptcy court was required to determine that the
 9   Petition could not possibly be cured by the allegation of other
10   facts.    United States v. SmithKline Beecham, Inc., 245 F.3d 1048,
11   1052 (9th Cir. 2001).
12        Any underfunding of the Retirement Plan could only be
13   collected from VHS.   As noted by the bankruptcy court, the
14   Petition through its various claims for relief sought damages in
15   excess of $100 million for the alleged underfunding of the
16   Retirement Plan since 1999.   Yet, in light of the terms of the
17   confirmed Chapter 9 Plan, no action could be taken to require VHS
18   to pay additional funds into the Retirement Plan.       In these
19   circumstances, the bankruptcy court concluded that the Petition
20   failed to state a plausible claim for relief against any of the
21   VHS Defendants or MetLife, a fatal defect that could not be cured
22   by amendment.   We agree with the bankruptcy court’s conclusion.
23   It is clear that the allegation of additional facts would not
24   cure the defects in the Petition.       Accordingly, the bankruptcy
25   court did not err in dismissing the Petition without leave to
26   amend.
27        3.    The Scope of the Dismissal Was Not Improper
28        The Kirton Parties contend that the bankruptcy court erred

                                      -13-
 1   in dismissing the Petition as to all of the named respondents
 2   when not all had requested dismissal.     Aside from Does 1-200, the
 3   only “Respondent” named in the Petition that did not join in the
 4   Dismissal Motion was MetLife.
 5        The Ninth Circuit has held as a matter of law that dismissal
 6   with prejudice in favor of a party which has not appeared can be
 7   based upon the presentations of other defendants which have
 8   appeared.   See Abagninin v. AMVAC Chemical Corp., 545 F.3d 733,
 9   743 (9th Cir. 2008).   MetLife was the administrator of the
10   Retirement Plan; its interest was absolutely aligned with that of
11   the VHS Defendants.    The bankruptcy court determined that MetLife
12   was in an identical position to the VHS Defendants such that the
13   claims in the Petition against MetLife also should be dismissed
14   without leave to amend.   Not only was it within the authority of
15   the bankruptcy court to do so (see Silverton v. Dep’t. of
16   Treasury, 644 F.2d 1341, 1345 (9th Cir.), cert. denied, 454 U.S.
17   895 (1981)), it was not error in the circumstances before us.
18                               VI.   CONCLUSION
19        In light of the failure of the Kirton Parties to comply with
20   the Local Rules in relation to the Dismissal Motion, the
21   bankruptcy court did not err when it dismissed the Petition.    Nor
22   was dismissal without leave to amend the Petition error where the
23   confirmed Chapter 9 Plan precluded any effort by the Kirton
24   Parties to compel VHS to provide additional funding to the
25   Retirement Plan.   Extending the scope of the Dismissal Order to
26   MetLife was appropriate where MetLife was merely the
27   administrator of the Retirement Plan and was aligned with all of
28   the other VHS Defendants.    Accordingly, we AFFIRM both the

                                        -14-
 1   Dismissal Order and the Reconsideration Order.5
 2
 3
 4
 5
 6
 7
 8
 9
10
11
12
13
14
15
16
17
18
19
20
21
          5
22           Appellants filed two requests for judicial notice in this
     appeal. The first requested that we take judicial notice of
23   (1) the list of creditors in the chapter 9 case and (2) the
     docket of the chapter 9 case. The second, filed days before oral
24
     argument, requested that we take judicial notice of a June 2,
25   2003, opinion of the Attorney General for the State of
     California. We deny the requests on the basis that the documents
26   which Appellants request that we take judicial notice of are not
27   relevant to the disposition of this appeal or are merely
     redundant to facts and/or authorities already in the record
28   before us.

                                    -15-
