FILED OCT 18 2022 NOT FOR PUBLICATION SUSAN M. SPRAUL, CLERK U.S. BKCY. APP. PANEL OF THE NINTH CIRCUIT UNITED STATES BANKRUPTCY APPELLATE PANEL OF THE NINTH CIRCUIT

In re: BAP No. CC-22-1031-SGT TEA STATION INVESTMENT, INC.; TEA STATION, INC.; TEA CREATIONS, Bk. No. 2:20-bk-14175-NB INC.; TEA CITY, INC.; TEA HUT, INC.; TEA STATION OPERATION, INC.; TEA ISLAND, INC.; TEA PROFESSOR, INC., Debtors.

TEA STATION INVESTMENT, INC.; TEA STATION, INC.; TEA CREATIONS, INC.; TEA CITY, INC.; TEA HUT, INC.; TEA STATION OPERATION, INC.; TEA ISLAND, INC.; TEA PROFESSOR, INC., Appellants, v. MEMORANDUM* BAODI ZHOU, Appellee.

Appeal from the United States Bankruptcy Court for the Central District of California Neil W. Bason, Bankruptcy Judge, Presiding

Before: SPRAKER, GAN, and TAYLOR, Bankruptcy Judges.

* This disposition is not appropriate for publication. Although it may be cited for whatever persuasive value it may have, see Fed. R. App. P. 32.1, it has no precedential value, see 9th Cir. BAP Rule 8024-1. INTRODUCTION

After years of litigation, chapter 111 debtors Tea Station Investment,

Inc; Tea Station, Inc; Tea Creations, Inc.; Tea City, Inc., Tea Hut, Inc., Tea

Station Operation, Inc.; Tea Island, Inc.; and Tea Professor, Inc.

(collectively, “Debtors”) defeated creditor Baodi Zhou’s efforts to certify a

class action within the bankruptcy case seeking over $7,000,000 for wage

and hour violations under California’s Labor Code. The bankruptcy court

disallowed Zhou’s class claims because it concluded that she had failed to

satisfy the applicable class certification criteria. At the same time, Zhou

largely succeeded on her relatively small individual wage and hour claims.

The court’s final claim objection order allowed Zhou’s individual claim

against Debtors for $4,674.08 in compensatory damages and $2,865.21 in

prejudgment interest. Debtors have not appealed the damages or interest

awards. Rather, they have appealed the court’s award of $168,766.25 in

statutory attorney’s fees.

Debtors have not established that the court abused its discretion in

granting the attorney’s fees. Accordingly, we AFFIRM.

1 Unless specified otherwise, all chapter and section references are to the Bankruptcy Code, 11 U.S.C. §§ 101–1532, all “Rule” references are to the Federal Rules of Bankruptcy Procedure, and all “Civil Rule” references are to the Federal Rules of Civil Procedure.

2 FACTS2

A. The parties and the state court lawsuit.

Each of the Debtors owned and operated tea stores in Southern

California selling a limited selection of food items and boba tea drinks. One

of the Debtors, Tea Station Investment, Inc. (“TSI”), employed Zhou at its

store in Alhambra, California as kitchen staff between 2008 and 2015.

In September 2017, Zhou commenced her class action lawsuit in the

Los Angeles Superior Court alleging wage and hours violations against

TSI. Zhou later added the other Debtors as additional defendants alleging

that they were part of an integrated business enterprise. The operative state

court complaint was Zhou’s third amended complaint. Zhou proposed a

plaintiff class consisting of all persons who are or were employed in hourly

non-exempt positions within four years of the filing of the complaint

through resolution of the lawsuit. The third amended complaint stated

causes of action for: (1) failure to pay overtime compensation under

and 1194; (2) failure to pay for all hours worked under

, 1194, 1197, 1197.1, and 1198; (3) failure to

provide meal periods under

, 512, and 558;

(4) failure to permit rest periods under

and 558;

2 We exercise our discretion to take judicial notice of documents electronically filed in the underlying bankruptcy case. See Atwood v. Chase Manhattan Mortg. Co. (In re Atwood),

, 233 n.9 (9th Cir. BAP 2003). 3 (5) failure to maintain accurate and itemized statements of hours worked

and wages paid under

, 226.3, and 558, and under

Wage Order Number 5-2001(7); and (6) unfair business practices under

. With the exception of the unfair business

practices cause of action, Zhou alleged the same causes action based on the

same misconduct against all of the Debtors.

B. Debtors’ bankruptcy filings and their joint subchapter V plan.

Zhou’s class certification motion in the state court lawsuit was

imminent when Debtors filed their bankruptcy petitions. Though TSI’s

bankruptcy was initially filed as a chapter 7 case, it voluntarily converted

the case to chapter 11 (subchapter V), which was jointly administered with

the non-TSI debtors’ cases. Debtors filed their joint subchapter V small

business plan in November 2020. According to the plan, all of the Debtors

had ceased operations in the Spring of 2020 because of the pandemic. The

plan contemplated that only TSI would resume operations in December

2020; the other Debtors had terminated, or were in the process of

terminating, their leases. Yu Liang Huang signed the joint plan on behalf of

the Debtors as their CEO or CFO.

C. Zhou’s proofs of claim and the claim objection proceedings.

Zhou timely filed proofs of claim in the Debtors’ cases. She filed her

claims as proposed class claims and included class allegations similar to

those set forth in Zhou’s third amended state court complaint. Zhou

attached the complaint as an exhibit to each proof of claim along with

4 numerous other exhibits. Many of these exhibits were intended to show

that Debtors were controlled, managed, and operated by Huang and his

associates as a single integrated business enterprise. The contents of each

proof of claim are substantially the same. They contend that each Debtor

owed the putative class members a total of $7,472,819.06 for unpaid wages

and other violations of California’s Labor Code, costs, and attorney’s fees.

Each claim also identified $400,000 in priority wage claims under

§ 507(a)(4), earned within 180 days of the bankruptcy petition.

In March 2021, Debtors objected to Zhou’s claims on a variety of

grounds and challenged Zhou’s suitability as a class representative. They

pointed out that she ceased working for any of the Debtors roughly five

years before their petition filing and hence had no priority wage claim.

They also noted that she had not worked for any Debtor other than TSI and

claimed that she lacked standing to bring wage claims against the non-

employer debtors which were independently owned and operated. Debtors

additionally contended that Zhou could satisfy neither the generic class

certification factors nor those applicable specifically to class claims filed in

bankruptcy cases.

Debtors also informed the court that after Zhou filed the state court

action in 2017, each of the Debtors hired third party payroll processor ADP

Payroll and switched to ADP’s electronic timekeeping system.

Finally, to the extent the court was inclined to permit Zhou to

proceed on behalf of all TSI employees, Debtors asked the court to estimate

5 her claim for both plan voting and distribution purposes.

After holding a hearing on the claim objection, the bankruptcy court

granted in part and continued in part the claim objection proceedings. The

court held that Zhou could not represent the Debtors’ employees who

might hold priority wage claims because her general unsecured claim

inherently conflicted with the priority claims. The court observed that the

cost and time of full-fledged liquidation of Zhou’s claims threatened to

exhaust the small amount of funds available for distribution to all creditors.

To address these concerns, the court held that Zhou’s claims should be

“estimated.” Finally, the court scheduled supplemental briefing on the

issues of: (1) the merits of Zhou’s individual claim; (2) her ability to meet

all of the factors for class certification as to TSI employees only; and (3) an

estimation of the class claim against TSI.

After supplemental briefing and additional oral argument, the court

issued a memorandum decision in October 2021 determining that Zhou

had failed to satisfy the class certification requirements. The court restated

its concerns about the cost and delay inherent in fully litigating Zhou’s

class claims and exercised its discretion to limit discovery and utilize the

claims estimation process under § 502(c) to fix the allowed amount of

Zhou’s claims.

As to the class certification standards, the court found that Zhou

sufficiently met the bankruptcy-specific factors but failed to satisfy the

class certification factors of Civil Rule 23. It found that she worked the

6 night shift and often was the sole cook in the Alhambra store’s kitchen. As

the court explained, this made Zhou’s work experience unique as

compared to TSI’s other store employees who typically did not work in the

kitchen, did not work the night shift, were employed part time and for a

very short duration, and did not work by themselves in their respective

duties. The court also found significant Zhou’s lack of personal knowledge

of how other, non-kitchen employees of TSI were treated in terms of taking

breaks. And the court was troubled by Zhou’s failure to explain the

methodology behind the allegedly random sampling of TSI’s pay records

she relied on in support of her assertion that the wage and hour violations

she experienced were representative of other employees. The court

concluded that any number of explanations could account for Zhou’s

statistical findings other than wage and hours violations. Based largely on

these same facts, the court concluded that Zhou failed to establish

typicality, commonality, numerosity, or adequacy of representation.

Based on its Memorandum Decision, the court entered an order on

November 16, 2021, disallowing Zhou’s priority wage claims asserted

against all Debtors. The court also disallowed her class claims against all

Debtors and set supplemental briefing and a continued hearing on Zhou’s

individual claims.

D. Determination of Zhou’s individual claims and her attorney’s fees.

In her supplemental brief, Zhou calculated the value of TSI’s wage

and hour violations based on her analysis of TSI’s time and pay records for

7 Zhou between September 7, 2013 (the extent of the four-year limitations

period) and September 26, 2015 (the date Zhou ceased working for TSI).

She calculated $6,232.10 in damages, $3,820.28 in prejudgment interest, and

requested $15,125.12 in costs. Most importantly for our purposes, Zhou

sought $670,065.00 in attorney’s fees incurred in prosecuting the action.

According to Zhou, she deducted from this amount all time entries

“directly attributable to class certification.” Zhou further posited that fees

granted pursuant to a California fee shifting statute were not required to be

strictly proportional to the damages awarded.

Debtors argued that Zhou presented insufficient evidence of wage

and hour violations based on ill-founded examples and impermissible

extrapolation from those examples. They also specifically challenged

Zhou’s $670,065.00 fee request. Debtors argued that the fees requested were

not proportional and were per se unreasonable at over 100 times the

compensatory individual damages sought, citing Harrington v. Payroll

Entertainment Services., Inc.,

, as modified on

denial of reh’g (Mar. 20, 2008). They also contended that virtually all of

Zhou’s fees and costs were attributable to her ill-conceived class action

attempts and that such fees did not meet the requirements articulated in

Hensley v. Eckerhart,

(1983). Debtors additionally claimed

that some of the time entries were incomprehensible or were for non-

8 compensable administrative services. 3

Zhou countered in her reply that Debtors’ challenges to her claimed

wage and hours damages were specious. She noted her uncontroverted

declaration testimony that she was unable to take uninterrupted meal

breaks. She also pointed to the time and pay records of other employees

showing that Debtors never paid a single meal period or rest period

premium. As for the attorney’s fees, she claimed that California did not

impose a proportionality requirement in determining the reasonable

amount of fees to award under prevailing party fee shifting statutes. She

also posited that California courts generally defer to the reasonable

judgment of the prevailing party’s counsel in determining whether the fees

sought were necessary to prevail. Finally, she pointed out that none of the

fee cases Debtors relied on were analogous to her situation.

Prior to the hearing held on November 30, 2021, the court issued a

tentative ruling prospectively awarding $4,674.08 in compensatory

damages to Zhou.4 The court reasoned that both sides presented some

evidence to support their positions but that the evidence presented by

Debtors in response to Zhou’s prima facie evidence was only sufficient to

3 Debtors also disputed the hourly rates charged by Zhou’s counsel but have not pressed this issue on appeal. Because it does not affect the matters before us, we do not discuss it further. 4 The tentative ruling is available on the bankruptcy court’s website at

http://ecf-ciao.cacb.uscourts.gov/kioskPDF/NB_113021.pdf, at pp. 49-52 (last visited Oct. 13, 2022).

9 justify a slight downward adjustment for purposes of estimating the

allowed amount of Zhou’s claim. The court therefore reduced the amount

of the damages and the interest accrued by 25% to arrive at the $4,674.08 in

compensatory damages and $2,865.21 in prejudgment interest.

As for attorney’s fees, the court tentatively ruled that it would reduce

Zhou’s $670,065.00 fee request by two-thirds, and then slightly “round

down” to $215,000 to account for several vague time entries. The court

recognized that Zhou had purportedly removed all time entries

attributable solely to the class action claims but held that it needed to

substantially reduce entries that were hybrid in nature and related to both

her class and individual claims. According to the court, Debtors’

proportionality argument hinged on the benefit of “hindsight” by focusing

on the results achieved rather than the “reasonable range of possible

recoveries” given the information available to Zhou and her counsel at the

time the fees and costs were incurred. According to the court, Debtors had

failed to establish that the amount of fees it proposed to award was

excessive in light of the contemporaneous measure of fees reasonably

incurred.

At the November 30, 2021 hearing, Zhou expressed her willingness to

submit on the tentative. But Debtors were not satisfied. Debtors’ special

litigation counsel explained that they had inadvertently neglected to attach

to their supplemental brief a chart analyzing Zhou’s counsel’s time entries

and color coding those entries based on grounds for disallowance of those

10 fees. Debtors further challenged the court’s tentative ruling giving Zhou

any amount for the hybrid time entries. According to Debtors, the court

could not award fees for any work related to her class claims even if that

work overlapped with that necessary for her individual claims. Debtors

insisted that any such award would be improper because she had not

prevailed on class certification.

The court observed that if there was going to be any effective relief

for wage and hour claimants carried out through attorney representation,

class claims (and a reasonable investigation into such claims) must play a

prominent role because otherwise attorney representation would be cost

prohibitive in most instances. The court also explained that it was not

always possible to unscramble the hybrid services rendered for both class

and individual claims. For these reasons, the court posited that it might be

reasonable to pay some amount on account of hybrid fees incurred.

Notwithstanding this observation, the court asked Debtors to submit their

missing chart breaking down the attorney’s fees sought by Zhou’s counsel

and asked Zhou to submit additional information on her counsel’s hourly

rates.

The parties filed the additional material, and the court permitted

further briefing on Debtors’ color-coded chart and fee analysis. In her

response, Zhou insisted that she already had reduced her fee request to

exclude fees pertaining solely to the class claims. She contended that nearly

all of the remaining fees ($666,240) were hybrid. According to her, much of

11 the work reflected in these time entries was inextricably intertwined with

her individual claims. In essence, Zhou disputed Debtors’ characterization

of the fees, relying on the time entries to speak for themselves.

In their supplemental reply, Debtors offered a detailed discussion of

California case law, focusing on Chavez v. City of Los Angeles,

(2010). They advocated for the first time that the court had discretion to

completely deny fees by applying

(a). Debtors

then conceded that the court properly expressed concern that the denial of

fees cannot be based on a hindsight analysis of the merits of their

underlying class claims. But they disputed the court’s ability to award fees

in excess of $200,000 when the potential recovery on her individual

claims—the only claims on which she prevailed—never reasonably

exceeded $6,232.10.

Debtors also challenged Zhou’s assertions that she needed to spend

$666,000 on her individual claim as “simply untrue and patently

unreasonable.” As for the time entries coded as tasks exclusively related to

the class action or hybrid, Debtors pointed out that the bulk of these entries

pertained to work on discovery, demurrers, or the bankruptcy case.

Debtors reiterated that only the non-employer parties filed demurrers, so

that work obviously pertained only to the class claims. As for the

discovery, Debtors insisted that Zhou failed to offer any concrete

explanation why her individual claims hinged on either employee

handbooks or what the president of TSI had to say, when he did not

12 exercise direct supervision or control over her. Finally, with respect to

bankruptcy matters, Debtors argued that nothing under California law

authorized the court to award fees for time Zhou spent either preparing

her proofs of claim or defending against Debtors’ claim objections.

After holding another hearing, the court entered its final order on

Zhou’s individual claims. The court allowed those claims jointly and

severally against all of the Debtors in the amount of $4,674.08 in

compensatory damages and $2,865.21 in prejudgment interest. But the

court further reduced its fee award from $215,000 to $168,766.25. This

reduction was the result of the court’s decision to estimate the amount of

allowable fees at 25% of the amount requested as opposed to its prior

tentative decision to allow those fees at 33% of the amount requested. The

court also awarded $7,562.56 in costs, representing 50% of the costs

requested.

The court explained its reasoning at length. It determined that many

factual and legal issues arising in the parties’ litigation concerned both

Zhou’s individual claims and her class claims. According to the court, these

included TSI’s written employment policies, its policies in practice, and its

relationship with its affiliates. The court acknowledged the possibility that

the affiliates could have been alter egos, not just for purposes of collection

“but also for purposes of establishing wage trimming or other issues

through evidence of common practice or common control . . . .” The court

then ruled that Zhou’s individual wage claims for which fees are

13 statutorily available were “closely intertwined factually and legally” with

her putative class claims. The court specified that this was true as to the

discovery and litigation directed against the affiliates as well as TSI. The

court further opined that evidence discovered from TSI’s affiliates was

relevant to Zhou’s attempts to obtain “corroborative evidence” to support

her efforts to pin down TSI’s employment policies and practices.

The court stated that it had carefully reviewed the parties’ arguments

regarding Debtors’ color-coded analysis of Zhou’s counsel’s time entries. It

determined that the entries coded as unintelligible or related to non-

compensable services should be substantially disallowed. As for entries

related to bankruptcy matters, the bankruptcy court rejected Debtors’ claim

that fees on these matters were not permitted by the applicable fee shifting

statute. The court similarly rejected Debtors’ argument that all fees related

to litigation with and discovery from the affiliates should be disallowed.

Though the court recognized that Zhou’s fee request needed to be

substantially reduced to account for Zhou’s very limited level of success, it

held that there was no per se ban on fees concerning the litigation and

discovery regarding the class claims so long as the subject fees pertained to

legal or factual issues closely intertwined with the individual claims on

which Zhou prevailed. On the other hand, the court agreed with Debtors

that fees incurred defending against the affiliates’ demurrers should be

denied.

The court declined to engage in an entry-by-entry analysis of the fees

14 sought and their relationship to Zhou’s individual claims and the class

claims. It remained concerned that the nature and manner of the litigation,

and the continuing interests of the estate in conserving very limited

resources, weighed heavily against requiring such an exercise. It concluded

that it had sufficient factual and legal development to estimate the

allowable amount of fees—as it already had done in estimating

compensatory damages.

Finally, the court recognized that there was an “inherent tension” in

determining the reasonable amount of fees incurred when both the class

claims and the individual claims were at issue and when Zhou only

prevailed on her individual claims for a very modest amount. On the one

hand, the court acknowledged that in the broadest sense, it would not be

“reasonable” to spend a large amount of fees on very small individual

claims. On the other hand, the court again pointed to the “largely

intertwined” nature of Zhou’s individual and class claims, and the public

policies that encourage litigants to bring meritorious actions to vindicate

individual rights. After considering this tension, the court concluded that it

would be inappropriate based on “20/20 hindsight” to limit fees based

strictly on proportionality to the results Zhou achieved.

The court entered its final order on February 15, 2022, and Debtors

timely appealed.

JURISDICTION

The bankruptcy court had jurisdiction under

and

15 157(b)(2)(B). We have jurisdiction under

.

ISSUE

Whether the bankruptcy court abused its discretion when it awarded

Zhou $168,766.25 in statutory attorney’s fees.

STANDARD OF REVIEW

We review for an abuse of discretion the bankruptcy court’s fee

award. See Hensley,

. The bankruptcy court abused its

discretion if it applied an incorrect legal rule or its factual findings were

illogical, implausible, or without support in the record. TrafficSchool.com v.

Edriver Inc.,

(9th Cir. 2011).

DISCUSSION

“[T]he ‘basic federal rule’ in bankruptcy is that state law governs the

substance of claims . . . .” Travelers Cas. & Sur. Co. of Am. v. Pac. Gas & Elec.

Co.,

(2007); see also Klein v. City of Laguna Beach,

(9th Cir. 2016) (holding that under Erie R. Co. v. Tompkins,

(1938), “federal courts apply state law for attorneys’ fees to state

claims”). The bankruptcy court relied on

(a) 5 in its

decision granting fees. This fee shifting statute gives the court discretion to

5

(a) provides:

Notwithstanding any agreement to work for a lesser wage, any employee receiving less than the legal minimum wage or the legal overtime compensation applicable to the employee is entitled to recover in a civil action the unpaid balance of the full amount of this minimum wage or overtime compensation, including interest thereon, reasonable attorney's fees, and costs of suit. 16 award fees to a prevailing plaintiff based on certain types of employee

wage claims. See Kirby v. Immoos Fire Prot., Inc.,

(2012).

Debtors have not disputed on appeal the applicability of

(a) to Zhou’s wage claims. Nor have Debtors argued that Zhou

did not “prevail” within the meaning of these statutes. See generally Hensley,

(stating that plaintiffs may be awarded fees as the

“prevailing party” when “they succeed on any significant issue in litigation

which achieves some of the benefit the parties sought in bringing suit”). 6

Instead, they contend that the bankruptcy court did not correctly

determine the amount of fees to award to Zhou. According to Debtors, the

court misapplied the standards for granting fees set forth in Hensley.

Hensley is widely recognized as the seminal case in this area of law.

See, e.g., Costa v. Comm'r of Soc. Sec. Admin.,

(9th Cir.

2012); Jordan v. City of Cleveland,

(6th Cir. 2006). Moreover,

California courts typically apply Hensley to determine whether and to what

extent a prevailing party is entitled to fees under a fee shifting statue. See,

e.g., Vines v. O'Reilly Auto Enters., LLC,

, 182-83 (2022)

(fees sought under former

(b) (now (c)(6)) for

employment discrimination, harassment, and retaliation claims); Gunther v.

6 See also Sharif v. Mehusa, Inc.,

(2015) (holding that when the California legislature does not define in a fee shifting statute what it means to be the “prevailing party,” that determination is subject to the trial court’s discretion). 17 Alaska Airlines, Inc.,

, 356, 360-61 (2021) (fees sought

under

(h) and 2699(g)(1) for claims based on unpaid

wages and inadequate wage statements); Espejo v. Copley Press, Inc.,

(2017) (fees sought under

in

class action to determine status of plaintiffs as employees or independent

contractors).

Hensley sets forth the standards for determining attorney’s fees under

a prevailing party fee shifting statute when plaintiffs achieve only limited

success on the merits of their claims.7 Hensley instructed trial courts to

consider at a minimum three factors in order assess the correct amount of

fees to award when the plaintiff’s success is limited: (1) the “lodestar”

amount; (2) the relatedness (if any) between the successful claims and the

failed claims; and (3) the extent of the party’s success vis a vis the amount

of fees expended.

.

As Hensley more specifically put it, the trial court ordinarily should

first determine the “lodestar” amount: the sum of the hours reasonably

expended multiplied by a reasonable hourly rate.

. Then the

court needs to adjust the lodestar amount to exclude fees incurred on

issues unrelated to the plaintiffs’ successful claims.

. Even when

all claims are related, the court still must compare the amount of fees

7 The fee shifting provision at issue in Hensley was

(b), which sets forth in relevant part that in applicable civil rights actions, the court has the discretion to award the “prevailing party” a reasonable attorney’s fee. 18 reasonably expended to the overall results obtained and make further

reductions to the lodestar amount to the extent the court concludes that

plaintiffs’ limited success in the litigation cannot justifiably or equitably

support a larger fee award.

. But Hensley emphasized that in

applying these standards, the trial court enjoyed broad discretion and that

there was no precise rule or formula for their consideration.

.

Even though Hensley declined to articulate a precise rule or formula for

determining the relatedness of claims, it observed that related claims “will

involve a common core of facts or will be based on related legal theories.”

.

On appeal, Debtors challenge application of the second and third

Hensley factors. They argue that no fees can be awarded to Zhou for work

on the class claims because they are unrelated to the individual claims on

which she prevailed. Additionally, they contend that even if some fees are

related to both the individual and class claims, her small recovery on the

individual claims cannot support the amount of attorney’s fees awarded.

A. The bankruptcy court did not abuse its discretion by determining that Zhou’s class claims and individual claims were related.

Debtors contend that Zhou cannot recover fees for any work

pertaining to her class claims because she did not prevail on those claims,

and they are unrelated to her individual claims. In support of this

argument, they cite to Chavez v. City of Los Angeles

(2010). In

Chavez, the plaintiff police officer brought a series of unsuccessful state, 19 federal, and administrative actions alleging among other things nuisance,

trespass, inverse condemnation, invasion of privacy, federal civil rights

violations, and employment discrimination, harassment, and retaliation in

violation of California’s Fair Employment and Housing Act (“FEHA”).

. After years of litigation, the police officer succeeded only on

his FEHA retaliation claim—and was awarded only $1,500 for economic

damages and $10,000 for emotional distress.

. The police

officer’s counsel then requested a fee award of $436,602.75 under Cal. Gov’t

Code § 12965(b) (now § 12965(c)(6)).8 She later amended her fee request to

add a “2x” multiplier to her “lodestar” calculation to increase her fee

request to $870,935.50. Id. at 981. The trial court denied the fee request in its

totality based on its reading of

(a), which applies

where a prevailing party recovers a judgment for less than the $25,000 that

could have been recovered in a limited civil case but was not.9

Looking to federal civil rights law for guidance, the California

Supreme Court acknowledged that a FEHA plaintiff ordinarily should

recover his or her fees unless “special circumstances” justify denial.

. Chavez held that

(a) qualified as

8 Cal. Gov’t Code § 12965(c)(6) provides: “In civil actions brought under this section, the court, in its discretion, may award to the prevailing party, including the department, reasonable attorney’s fees and costs . . . .” 9

(a) provides: “Costs or any portion of claimed costs

shall be as determined by the court in its discretion in a case other than a limited civil case in accordance with Section 1034 where the prevailing party recovers a judgment that could have been rendered in a limited civil case.” 20 such a special circumstance.

Importantly, however, Chavez also

cautioned that in exercising the discretion to deny fees under

(a), trial courts must avoid hindsight assessments and

instead need to “evaluate the entire case in light of the information that

was known, or should have been known, by the plaintiff’s attorney when

the action was initially filed and as it developed thereafter.”

. As

Chavez elaborated:

if . . . the trial court is firmly persuaded that the plaintiff’s attorney had no reasonable basis to anticipate a FEHA damages award in excess of the amount recoverable in a limited civil case, and also that the action could have been fairly and effectively litigated as a limited civil case, the trial court may deny, in whole or in part, the plaintiff's claim for attorney fees and other litigation costs.

(emphasis added).

Chavez ultimately concluded that the trial court properly exercised its

discretion to deny all fees. According to Chavez, the trial court’s exercise of

its discretion was supported by its implicit determination that plaintiff’s

attorney should have realized well before trial that the matter could

effectively have been tried as a limited civil case and that plaintiff’s injury

was far too slight to justify damages in excess of the $25,000 jurisdictional

limit for limited civil cases.

.

Chavez also remarked, citing Hensley, that the trial court’s denial of

fees for the plaintiff’s unsuccessful claims additionally was justified

because those claims were not sufficiently related to his sole successful

21 claim. As Chavez put it, “[b]ecause [plaintiff’s] single successful claim

apparently was not closely related to or factually intertwined with

plaintiff’s many unsuccessful claims, the trial court reasonably could and

presumably did conclude that plaintiff was not entitled to attorney fees for

time spent litigating those unsuccessful claims.”

.

It is this comment from Chavez on which Debtors primarily focus. In

their appellate reply brief, they pressed this point by citing cases where

trial courts determined that a plaintiff’s unsuccessful class action claims

were not sufficiently related to their successful individual claims to satisfy

Hensley’s relatedness prong. See, e.g., Munger v. First Nat'l Collection Bureau,

Inc., Case No. 15-11276,

, at *4 (E.D. Mich. July 25, 2016);

Cooper v. Sunshine Recoveries, Inc., Case No. 00CIV8898LTSJCF,

, at *3 (S.D.N.Y. June 27, 2001).

None of these cases justify reversal. Chavez, Munger, and Cooper all

stand for the basic proposition that a trial court may exercise its broad

discretion to determine that the successful claims and the failed claims are

unrelated. Where such a finding is made, and supported by the record,

Hensley requires denial of a fee award because they arose from failed

claims unrelated to the successful claims. But this does not mean that it was

an abuse of discretion for the bankruptcy court here to reach the opposite

conclusion. See Pincay v. Andrews,

(9th Cir. 2004) (en banc)

(observing that had the district court decided to exercise its discretion to

reach the opposite conclusion, “we would be hard pressed to find any

22 rationale requiring us to reverse.”).

A trial court does not abuse its discretion unless it applies an

incorrect legal rule or its factual findings are clearly erroneous.

TrafficSchool.com,

. Debtors’ opening brief does nothing to

explain how the bankruptcy court’s determination that Zhou’s individual

claims and class claims were intertwined was based on an incorrect

conclusion of law or a clearly erroneous factual finding. As Debtors

themselves have pointed out, it is not our role on appeal to search for error

unaided by arguments that specifically and distinctly raise the pertinent

issues. Christian Legal Soc'y v. Wu,

(9th Cir. 2010);

Greenwood v. FAA,

(9th Cir. 1994).

Even if we were to conclude that Debtors sufficiently challenged the

court’s determination that Zhou’s individual and class claims were closely

intertwined, we perceive no basis for concluding that the court abused its

discretion. The record reflects that the bankruptcy court carefully

considered the individual and class claims and found considerable overlap.

It further found that the fees awarded for such overlapping work were

reasonable and necessary at the time counsel performed the services.

Addressing the time entries Debtors challenged in their color-coded chart,

the court additionally found that Zhou’s discovery and litigation activities

could not readily be parsed between her individual and class claims. These

findings were sufficient to support the bankruptcy court’s determination

that the relatedness prong of Hensley was satisfied.

23 Debtors argue that the fact the class claims involved different

employer entities and different employees than Zhou’s individual claims

somehow undermined the apparent relatedness of the claims. But the

bankruptcy court persuasively explained how the affiliates’ employment

policies and practices were relevant as potential corroborative evidence to

Zhou’s individual claims. It also explained that at the time the fees were

incurred, the common ownership and control of TSI and its affiliates was a

viable and legitimate issue relevant to both her individual and her class

claims.

Effectively, Debtors are seeking a per se rule that class claims and

individual claims are never sufficiently related for purposes of Hensley’s

relatedness requirement when class certification is denied. In light of the

broad discretion Hensley afforded to trial courts and its decision to refrain

from setting concrete rules for determining relatedness, we are

unpersuaded that any per se rule is appropriate. Because Debtors have not

demonstrated that the bankruptcy court’s relatedness determination was

based on either an error of law or clearly erroneous factual findings,

Debtors’ argument challenging the court’s relatedness determination

necessarily fails.

B. The bankruptcy court did not abuse its discretion by awarding $168,766.25 in fees after comparing the fees Zhou incurred to the relief she obtained.

Debtors next argue that the bankruptcy court abused its discretion

24 based on the final Hensley prong. According to Debtors, the bankruptcy

court’s fee award was disproportionately large compared to the relief Zhou

obtained. Debtors point out that Zhou’s individual and class claims

combined sought recovery of $7,800,000 but Zhou only recovered $4,674.08,

or .006% of the damages sought. Likewise, Debtors note that Zhou sought

to represent herself and 1399 other class members but only succeeded in

representing herself. Debtors maintain that the 25% of the fees the

bankruptcy court awarded to Zhou was disproportionate to her success

and thus constituted reversible error.

But California law generally rejects a strictly proportional approach

in awarding fees based on prevailing party fee shifting statues. See, e.g.,

Warren v. Kia Motors Am., Inc.,

(2018); Graciano v.

Robinson Ford Sales, Inc.,

(2006). This proposition

was aptly followed in Heyen v. Safeway Inc., Case No. B243610,

(Cal. Ct. App. May 23, 2014) (unpublished).10 In Heyen, after nearly

ten years of wage and hour litigation, unsuccessfully brought as a class

action, the plaintiff only recovered individual damages of $26,000. She then

sought to recover fees of $1,512,794.50. The trial court granted her fee

10California courts are prohibited from citing unpublished Court of Appeal decisions. See Cal. R. Ct. 8.1115. That prohibition does not apply to federal courts to the extent an unpublished decision indicates how California courts might address a particular issue. See Magadia v. Wal-Mart Assocs.,

, 681 n.12 (9th Cir. 2021); Roberts v. McAfee, Inc.,

, 1167 n.6 (9th Cir. 2011); but see United States v. Martinez-Lopez,

(9th Cir. 2017) (en banc) (declining to rely on certain unpublished California Court of Appeal decisions under the circumstances of that case). 25 request in part, awarding her $603,150. Both plaintiff and defendants filed

cross-appeals Id. at *1. The Court of Appeal affirmed, holding that the

amount of the fee award was, “within the sound discretion of the trial

court, which is the best judge of the value of professional services

rendered.” Id.

The Heyen court specifically rejected the theory that the $603,150 fee

award was impermissible because it was disproportionate to the results

plaintiff achieved. As the Heyen court explained: “[a]lthough the court may

consider the amount at issue in the litigation, as well as counsel’s relative

success in achieving the client’s litigation objectives in adjusting the

lodestar figure, the attorney fee award need not bear any specific

relationship to the dollar amount of the recovery.” Id. at *5 (emphasis

added) (quoting Concepcion v. Amscan Holdings,

(2014)); see also Harman v. City and Cnty. of San Francisco,

, 419–421 (2007) (similarly rejecting proportionality requirement in

the context of a civil rights action).

In support of their proportionality argument Debtors again cite to

Hensley, but also to McCown v. City of Fontana,

(9th Cir. 2009).

Following Hensley, McCown emphasized the importance of the trial court

considering the degree of plaintiff’s success before granting a federal civil

rights plaintiff’s fee request under

.

. But McCown

also specifically eschewed a strict formulaic or proportional approach to

determining the fees of a plaintiff who achieves only limited success.

at

26 1104 (citing City of Riverside v. Rivera,

(1986)). Furthermore,

McCown is not particularly apposite. It primarily held that the district court

provided insufficient lodestar calculations and explanations to support a

fee award of $200,000, which reduced the fees plaintiff sought by roughly

33% ($301,551.22 requested). Id. at 1101. McCown also held that the trial

court in awarding fees did not adequately consider that the plaintiff only

succeeded on one of his nine causes of action and only obtained

compensation after settlement of $20,000—less than 10% of the $251,000 he

sought in his settlement demands. Id. at 1103-05. McCowan cited, among

other cases, Farrar v. Hobby,

(1992), another civil rights

case. The plaintiffs in Farrar sought $17 million from six defendants but

only recovered a judgment of $1 from one defendant. The Supreme Court

held that when the principal purpose of a civil rights action is to recover

damages for individual injury and the plaintiffs are unsuccessful in

establishing such injury or are awarded only nominal damages, the trial

court typically can dispense with an analysis of the lodestar amount and

the Hensley factors. In such situation, a court may instead award no fees or

greatly reduced fees based on the stark contrast between the amount of

damages awarded and the amount of damages sought.

.

McCown and Farrar dealt with fees requested in federal civil rights

actions under

. Unlike Hensley, which California courts

broadly follow, no California decision has followed either McCown or

Farrar outside of the context of fees requested under federal fee shifting

27 statutes, predominantly

.

Citing both Rivera and Farrar, the California Supreme Court in Chavez

stated: “[a]lthough attorney fees need not be strictly proportionate to the

damages recovered, when a plaintiff recovers only nominal damages

because of his failure to prove an essential element of his claim for

monetary relief, the only reasonable fee is usually no fee at all.” Chavez,

(cleaned up). But Chavez ultimately relied on other grounds

in affirming the trial court’s denial of fees. Furthermore, unlike Farrar,

Zhou established all essential elements to support her individual wage

claims and recovered more than nominal damages.

Here, the bankruptcy court explicitly considered the limited extent of

Zhou’s success and twice reduced the fees requested. Initially, the court

stated that it would reduce the fees by 66%. After additional briefing and

argument on these very topics, the court ordered that the fees sought be

reduced by 75%, from $670,065 to $168,766.25. The bankruptcy court duly

considered the results of the litigation but exercised its discretion to award

fees of $168,766.25, citing the intertwined nature of the work performed,

the reasonableness of the work at the time it was performed, and policy

concerns in encouraging the prosecution of meritorious wage claims.11

11 Debtors also rely on Harrington v. Payroll Ent. Servs., Inc.,

, as modified on denial of reh'g (Mar. 20, 2008). But Debtors’ reliance is misplaced. Harrington held that of the $46,000 in attorney’s fees plaintiff requested, the record could not possibly justify as reasonable a fee award any larger than $500.

. As Harrington explained: 28 As to the policy concerns, the court concluded that the fee statutes at

issue were intended to encourage employees to bring meritorious wage

claims when the expense of prosecuting the claims would be economically

impracticable in the absence of the fee shifting statutes. The bankruptcy

court’s public policy concerns are consistent with California law, which

provides that Cal. Lab. Code § 1194’s overtime provisions “are remedial

and are to be construed so as to promote employee protection.”12 Sav-On

Drug Stores, Inc. v. Super. Ct.,

(2004). Sav-On even more

importantly stated that “Labor Code section 1194 confirms a clear public

It is as plain to us as it was to the trial court that, from the outset, this was a dispute about $44.63 and that it was not viable as a class action. It is equally plain that Harrington was underpaid as the result of an honest mistake made in reliance on a formula provided by his union, not based on any willful or knowingly wrongful conduct by [defendant]. At the risk of understatement, there is no way on earth this case justified the hours purportedly billed by Harrington’s lawyers.

(citation omitted). Harrington is inapposite. The record here contains no such findings, nor have Debtors pointed us to evidence in the record sufficient to support comparable findings. 12 Debtors informed the bankruptcy court that after Zhou’s action, they switched

to ADP to process payroll. Zhou has argued that this action is evidence that her lawsuit acted as a catalyst for Debtors’ labor reforms and benefitted current employees. She has suggested that this can serve as an independent basis for an award of attorney’s fees under

. This argument was not presented to the bankruptcy court and Debtors object to Zhou raising this theory for the first time on appeal. We do not address the merits of Zhou’s catalyst argument but note that Debtor’s change to ADP supports the bankruptcy court’s policy concerns in favor of its fee award despite the limited amount recovered on Zhou’s individual claim.

29 policy that is specifically directed at the enforcement of California’s

minimum wage and overtime laws for the benefit of workers.”

(cleaned

up); see also Cruz v. Fusion Buffet, Inc,

, 242 (2020)

(stating that § 1194(a)’s fee provision affords a “needed disincentive to

violation of minimum wage laws”); Eicher v. Advanced Bus. Integrators, Inc.,

(2007) (“Public policy favors employees in

their efforts to recover overtime compensation.”); Jones v. Humanscale Corp.,

(2005) (identifying the full and prompt payment

of wages “as a fundamental policy which involves a broad public

interest.”). Debtors have failed to challenge the bankruptcy court’s

invocation of policy concerns in any meaningful way, so any challenge that

they might have raised has been forfeited. Christian Legal Soc'y,

; Greenwood,

.

In sum, the bankruptcy court correctly applied the legal standards in

determining the amount of attorney fees to be awarded to Zhou’s counsel

under

. It was keenly aware of the limited recovery on

Zhou’s individual claims and the total amount of fees requested. The

record amply demonstrates that the court took into consideration Debtors’

arguments, including the limited damages awarded, when reducing the fee

award. Contrary to Debtors’ argument, California law does not support the

total denial of fees sought by plaintiffs where fees have any relation to

unsuccessful claims. Rather, on this record, the bankruptcy court

understandably concluded that there was a subset of hybrid fees relating to

30 both the successful and unsuccessful claims that was reasonable and

necessary when undertaken. It adopted a reasoned decision to reduce these

fees on a percentage basis rather than engage in a line-by-line review to

apportion the billings between the successful individual claims and the

unsuccessful class claims. As established in Hensley, and the California

cases applying it, courts are afforded considerable discretion to determine

appropriate fee awards. The bankruptcy court’s reasonable exercise of that

discretion is not reversible error.

CONCLUSION

For the reasons set forth above, we AFFIRM the bankruptcy court’s

order granting in part and denying in part Debtors’ claim objection.

31