                                                                           FILED
                           NOT FOR PUBLICATION
                                                                            FEB 18 2016
                    UNITED STATES COURT OF APPEALS                      MOLLY C. DWYER, CLERK
                                                                         U.S. COURT OF APPEALS


                            FOR THE NINTH CIRCUIT

CUSTOM HOMES BY VIA, LLC, an                     No. 14-15011
Arizona limited liability company and
NORTHGATE, LLC, an Arizona limited               D.C. No. 2:12-cv-01017-FJM
liability company,

              Plaintiffs - Appellees,            MEMORANDUM*

 v.

BANK OF OKLAHOMA, NA, an
Oklahoma corporation,

              Defendant - Appellant.



CUSTOM HOMES BY VIA, LLC, an                     No. 14-15107
Arizona limited liability company and
NORTHGATE, LLC, an Arizona limited               D.C. No. 2:12-cv-01017-FJM
liability company,

              Plaintiffs - Appellants,

 v.

BANK OF OKLAHOMA, NA, an
Oklahoma corporation,

              Defendant - Appellee.


        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
CUSTOM HOMES BY VIA, LLC, an                     No. 14-16209
Arizona limited liability company and
NORTHGATE, LLC, an Arizona limited               D.C. No. 2:12-cv-01017-FJM
liability company,

              Plaintiffs - Appellees,

 v.

BANK OF OKLAHOMA, NA, an
Oklahoma corporation,

              Defendant - Appellant.


                   Appeal from the United States District Court
                             for the District of Arizona
               Frederick J. Martone, Senior District Judge, Presiding

                     Argued and Submitted February 11, 2016
                            San Francisco, California

Before: SILVERMAN, FISHER, and TALLMAN, Circuit Judges.

      Defendant Bank of Oklahoma, N.A. (“Bank”) appeals and Plaintiffs Custom

Homes by Via, LLC (“Custom Homes”) and Northgate, LLC (“Northgate”) cross-

appeal, from the judgment following a bench trial in this diversity action involving

a loan agreement. We have jurisdiction under 28 U.S.C. § 1291. We affirm.

      1.     The Bank first challenges the district court’s order granting Custom

Homes’s motion, made in the middle of the bench trial, to add Northgate as a


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plaintiff. We review for an abuse of discretion. See Rush v. Sport Chalet, Inc., 779

F.3d 973, 974 (9th Cir. 2015). Federal Rule of Civil Procedure 21 expressly

provides that a district court may “at any time” add or drop a party. See Fed. R.

Civ. P. 21. Given the relationship between the Plaintiffs, the identity of their

claims, and the lack of any cognizable prejudice to the Bank, the district court did

not abuse its discretion in adding Northgate as a plaintiff. See Pan Am. World

Airways, Inc. v. U.S. Dist. Ct. for Cent. Dist. of Calif., 523 F.2d 1073, 1079-80 (9th

Cir. 1975) (applying Federal Rule of Civil Procedure 20’s substantive standard in

the context of Rule 21).

      2.     The Bank next challenges the district court’s factual finding that the

Bank’s breach of the loan agreement was a substantial contributing factor to

Plaintiffs’ damages. We review a district court’s factual findings following a

bench trial for clear error. See Oberson v. U.S. Dep’t of Agric., 514 F.3d 989, 1000

(9th Cir. 2008) (“We review a district court’s findings of both cause-in-fact and

proximate cause for clear error.”). The district court did not clearly err in finding

that the Bank’s breach of the loan agreement was a substantial contributing factor

in the Plaintiffs losing the Enclave development and, as a result of that loss, losing

their collateral property.




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      3.     The Bank argues that the district court erred in (1) failing to offset the

Plaintiffs’ damages award by their loan obligation to the Bank and (2) including

the loan fees and interest paid by Plaintiffs under the loan agreement in the

damages award. The district court did not err in declining the Bank’s request for

an offset because the Bank’s failure to fully perform under the loan agreement

rendered the funds it had disbursed to Plaintiffs worthless. The loan fees and

interest paid by Plaintiffs under the loan agreement were properly included in the

damages award as Plaintiffs sought reliance damages. See Restatement (Second)

of Contracts § 344(b) (defining a party’s reliance interest as the “interest in being

reimbursed for loss caused by reliance on the contract by being put in as good a

position as he would have been in had the contract not been made”).

      4.     Finally, the Bank argues that the district court erred by awarding

Plaintiffs prejudgment interest. We review the district court’s decision to award

prejudgment interest under state law for an abuse of discretion. Champion

Produce, Inc. v. Ruby Robinson Co., Inc., 342 F.3d 1016, 1020 (9th Cir. 2003).

The district court did not abuse its discretion in awarding Plaintiffs prejudgment

interest as the Plaintiffs were entitled to such interest under Arizona law as a matter

of right. See Precision Heavy Haul, Inc. v. Trail King Indus., Inc., 228 P.3d 895,

896 (Ariz. Ct. App. 2010) (under Arizona law a “party with a liquidated claim is


                                           4
entitled to prejudgment interest as a matter of right”); see also John C. Lincoln

Hosp. & Health Corp. v. Maricopa Cty., 96 P.3d 530, 542 (Ariz. Ct. App. 2004)

(“A claim is liquidated if the plaintiff provides a basis for precisely calculating the

amounts owed.”).

       5.    In their cross-appeal, the Plaintiffs contend that the district court erred

in granting the Bank summary judgment on their wrongful foreclosure claim. We

review de novo. See Jesinger v. Nevada Fed. Credit Union, 24 F.3d 1127, 1130

(9th Cir. 1994). The district court properly granted the Bank summary judgment as

to the Plaintiffs’ wrongful foreclosure claim because Plaintiffs failed to obtain an

injunction preventing the trustee’s sale. See A.R.S. § 33-811(C); see also Morgan

AZ Fin., LLC v. Gotses, 326 P.3d 288, 290-91 (Ariz. Ct. App. 2014) (“[A] trustor

who fails to enjoin a trustee’s sale waives his claims to title of the property upon

the sale’s completion . . . and also waives any claims that are dependent on the

sale.”).

       We deny both parties’ requests under A.R.S. § 12-341.01 for attorney’s fees

on appeal because success on appeal was shared. See Huey v. Honeywell, Inc., 82

F.3d 327, 334 (9th Cir. 1996). The parties shall bear their own costs on appeal.

       AFFIRMED.




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