                                                                            FILED
                           NOT FOR PUBLICATION                               FEB 17 2015

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



                            FOR THE NINTH CIRCUIT


CHARLES H. MANH, an individual;                  Nos. 13-55329
ANH MANH, an individual,
                                                 D.C. No. SACV 11-01747 JVS
              Plaintiffs - Appellants,           (JPRx)

  v.
                                                 MEMORANDUM*
FEDERAL DEPOSIT INSURANCE
CORPORATION, an independent agency
of the United States government, as
Receiver for First Vietnamese American
Bank,

              Defendant - Appellee.



CHARLES H. MANH, an individual;                  No. 13-55962
ANH MANH, an individual,
                                                 D.C. No. SACV 11-01747 JVS
              Plaintiffs - Appellants,           (JPRx)

  v.

FEDERAL DEPOSIT INSURANCE
CORPORATION, an independent agency
of the United States government, as
Receiver for First Vietnamese American
Bank,

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


                     Appeal from the United States District Court
                        for the Central District of California
                      James V. Selna, District Judge, Presiding

                            Submitted February 5, 2015**
                               Pasadena, California

Before: MELLOY,*** BYBEE, and IKUTA, Circuit Judges.

      Charles and Anh Manh appeal the district court’s grant of summary

judgment in favor of the Federal Deposit Insurance Corporation (FDIC) on their

claim of breach of contract, as well as the district court’s award of contractual

attorneys’ fees to the FDIC. We have jurisdiction under 28 U.S.C. § 1291, and we

affirm.

      The district court did not err in determining that the FDIC repudiated the

Manhs’ lease within a “reasonable period” following its appointment as receiver.

See 12 U.S.C. § 1821(e)(2). The FDIC produced undisputed evidence that the

acquiring institution closed its branch 154 days after the FDIC was appointed as


          **
             The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
          ***
            The Honorable Michael J. Melloy, Senior Circuit Judge for the U.S.
Court of Appeals for the Eighth Circuit, sitting by designation.

                                           2
receiver and that the Manhs were aware of the branch’s closing. The FDIC also

produced undisputed evidence that it mailed a notice of repudiation to the Manhs

24 days after the acquiring institution closed its branch. During the intervening 24

days, the FDIC backed up all electronic data on the premises, swept the premises to

remove all sensitive information, and completed a multi-level internal review

process to decide whether to repudiate the lease. Under these circumstances, and

in light of the FDIC’s “broad discretion” to determine what constitutes a

reasonable period for repudiation, Franklin Fin. v. Resolution Trust Corp., 53 F.3d

268, 271–72 (9th Cir. 1995), the FDIC’s repudiation of the Manhs’ lease was

timely under § 1821(e)(2). Accordingly, the district court did not err in entering

summary judgment in the FDIC’s favor.

      Nor did the district court abuse its discretion in awarding contractual

attorneys’ fees to the FDIC. California law requires enforcement of contractual

attorneys’ fees provisions. See Cal. Civ. Code § 1717; see also Franklin Fin., 53

F.3d at 273 (applying similar Oregon law). The parties’ contract in this case

provides that the prevailing party in an action involving the leased premises shall

be entitled to reasonable attorneys’ fees. The Manhs do not dispute that the FDIC

was the prevailing party. Nor have they shown that the circumstances here were so

inequitable as to render the award of attorneys’ fees to the FDIC unreasonable.


                                          3
The Manhs agreed to the contractual attorneys’ fees provision and litigated this

case to completion, notwithstanding the FDIC’s early offer to allow the Manhs to

keep the security deposit in exchange for a settlement of their claims.

      AFFIRMED.




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