                           NOT FOR PUBLICATION

                    UNITED STATES COURT OF APPEALS                            FILED
                           FOR THE NINTH CIRCUIT                              MAR 24 2010

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

BHUPINDER DHILLON, an individual                 No. 09-35448
and resident of British Columbia, Canada,
                                                 D.C. No. 2:07-cv-00168-BHS
             Plaintiff - Appellant,

  v.                                             MEMORANDUM *

BHAG SINGH KHELA, an individual and
resident of Washington,

             Defendant - Appellee,

  v.

BBC HOLDINGS, INC., a Washington
corporation; BBC BROADCASTING,
INC., a Washington corporation,

             Defendants-third-party-
       plaintiffs - Appellees,

  v.

SUKHDEV SINGH DHILLON,

            Third-party-defendant -
       Appellee.



        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
                    Appeal from the United States District Court
                      for the Western District of Washington
                    Benjamin H. Settle, District Judge, Presiding

                             Submitted March 8, 2010**
                                Seattle, Washington

Before:        TASHIMA, FISHER, and BERZON, Circuit Judges.

      Plaintiff Bhupinder Dhillon (“Plaintiff”) sued Defendants BBC Holdings,

Inc., BBC Broadcasting, Inc. (together, the “BBC Companies”), and Bhag Singh

Khela, an officer, director, and shareholder of the BBC Companies, alleging that

Plaintiff’s son, Sukhdev Dhillon, represented to Plaintiff that he would receive a 40

percent interest in each of the BBC Companies in exchange for his $400,000

investment. After a bench trial, the district court found that Plaintiff was not

entitled to any relief. Plaintiff appealed. We have jurisdiction under 28 U.S.C. §

1291, and we affirm.

      We review the district court’s findings of fact for clear error, United States v.

Bourseau, 531 F.3d 1159, 1164 (9th Cir. 2008), and its denial of equitable relief

for abuse of discretion, Appling v. State Farm Mut. Auto. Ins. Co., 340 F.3d 769,

780 (9th Cir. 2003).




          **
             The panel unanimously finds this case to be suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2)(C).
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      The district court found that Plaintiff provided funds to help with his son’s

radio business without any specific intention that the funds be used to purchase

equity in the BBC Companies. The court further found that the funds were used as

an advance lease payment, rather than as an equity investment. Because the district

court drew reasonable inferences in making these findings from the trial testimony,

a letter from Plaintiff’s Canadian attorneys, and a lawsuit filed by Plaintiff’s son,

there was no error, much less clear error.

      Plaintiff nonetheless contends that he entered into a valid agreement with his

son, as the BBC Companies’ agent, to invest the $400,000 in exchange for an

equity share in the companies. This argument lacks merit. Although Plaintiff’s

son was a vice president of each of the BBC Companies, the companies’ by-laws

are clear that his position did not bestow upon him actual authority to sell or issue

equity shares in the companies. See Betz v. Tacoma Drug Co., 131 P.2d 183, 187

(Wash. 1942) (holding that officers of a corporation generally have no greater

authority than that conferred on them by statute, charter, or by-law or implied from

custom and usage). Nor could Plaintiff have reasonably believed that his son had

apparent authority to sell or issue equity shares based on any objective

manifestations by the BBC Companies reflected in the record. See Ranger Ins. Co.

v. Pierce County, 192 P.3d 886, 890 (Wash. 2008) (“An agent has apparent


                                             3
authority to act for a principal only when the principal makes objective

manifestations of the agent’s authority to a third person.” (internal quotation marks

and citation omitted)). Thus, even if Plaintiff had contracted with his son to

purchase equity in the BBC Companies, the district court did not clearly err in

finding that Plaintiff’s son lacked actual or apparent authority to bind the BBC

Companies to such an agreement.

      Nor did the district court clearly err in finding that the BBC Companies had

no knowledge of any agreement between Plaintiff and Plaintiff’s son. Without

such knowledge, the BBC Companies cannot be held to have ratified any such

agreement. See Barnes v. Treece, 549 P.2d 1152, 1157 (Wash. Ct. App. 1976).

      Finally, the district court did not abuse its discretion in concluding that

Plaintiff was not entitled to any equitable relief. The BBC Companies were not

unjustly enriched by the $400,000 payment, because the advance payment allowed

Radio Punjab to broadcast even after it failed to meet its monthly lease obligations.

      The judgment of the district court is AFFIRMED.




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