FILED NOV 27 2024 NOT FOR PUBLICATION SUSAN M. SPRAUL, CLERK U.S. BKCY.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 Nos. CC-24-1058-SGC DR. ROOTS HERBS, LLC, CC-24-1092-SGC Debtor. (Related appeals)

GRETA SEDEAL CURTIS, Bk. No. 2:23-bk-10375-BR Appellant, v. Adv. No. 2:23-ap-01116-BR AMMEC INVESTMENTS II, INC.; SISTERS IN LAW, LLC; DR. ROOTS MEMORANDUM* HERBS, LLC; VINCENT THAMES; ROBERT ANTHONY BROWN; CHARLES HASBUN; SALEH HASBUN, Appellees.

Appeal from the United States Bankruptcy Court for the Central District of California Barry Russell, Bankruptcy Judge, Presiding

Before: SPRAKER, GAN, and CORBIT, 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

Appellant Greta Curtis is the sole owner and managing member of

chapter 71 debtor Dr. Roots Herbs, LLC (“Debtor”). Appellee Ammec

Investments II, Inc. (“Ammec”) commenced an adversary proceeding

against Curtis, Debtor, and others to declare void several transfers of real

property. Prepetition, Ammec obtained a state court judgment voiding its

deed initially conveying the real property to an entity controlled by Curtis.

The property was subsequently transferred from the initial transferee to

Debtor and then Curtis. Ammec argued in the adversary proceeding that

because the first property transfer had been voided, all subsequent

transfers of that property, including the transfers to Debtor and Curtis,

were likewise void. The bankruptcy court agreed with Ammec and entered

summary judgment in its favor. The bankruptcy court additionally

dismissed with prejudice Curtis’ first amended crossclaims.

Curtis appeals from both the summary judgment and the dismissal of

her first amended crossclaims. However, her arguments pertain to matters

beyond the scope this appeal, lack merit, or both. 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 property transfers.

Curtis formerly was a licensed attorney authorized to practice law in

California. She was disbarred in 2014 for misappropriation of client funds

among other things. According to Ammec, at the time she was disbarred,

Curtis was representing Ammec and related defendants in a state court

lawsuit. 3 Ammec claims that without its knowledge, Curtis continued her

legal services even after she was suspended from the practice of law or

disbarred.

In May 2014, at Curtis’ behest, Ammec executed a grant deed in favor

of Sisters in Law, LLC (“Sisters”). Like Debtor, Sisters is a limited liability

company that Curtis owns and controls. This deed was recorded within

several days of its execution (“Ammec/Sisters Deed”). Ammec conveyed to

Sisters a 5.774% interest in two parcels of Los Angeles real property: (1) a

multiple-unit residence on Compton Avenue; and (2) a vacant lot on East

First Street (jointly, the “Property”). The acknowledged purpose of the

Ammec/Sisters Deed was to compensate Curtis for legal services she

rendered to Ammec.

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

, 233 n.9 (9th Cir. BAP 2003). 3 Curtis represented Ammec in Ruth Light v. Baypoint Mortgage, Inc., Ammec, Inc.,

et al., LASC Case No. BC476061 (“Ruth Light Action”). 3 Shortly after execution of the Ammec/Sisters Deed, Curtis conveyed

the Property from Sisters to Debtor by grant deed (“Sisters/Roots Deed”).

The Sisters/Roots Deed was recorded in January 2015. Curtis also executed

on behalf of Debtor a deed of trust in favor of Vincent Thames dated May

5, 2016, encumbering the Property to secure a purported debt of $150,000

(“Thames Deed of Trust”). This deed of trust was notarized and recorded

several months later—in December 2016.

In February 2017, Curtis again conveyed the Property—this time

from Debtor to herself (“Roots/Curtis Deed”). Curtis never recorded the

Roots/Curtis Deed. According to Ammec, the Roots/Curtis Deed was the

first part of a two-part straw-conveyance transaction. As Curtis admitted in

a declaration she filed in the adversary proceeding, she executed another

unrecorded deed immediately conveying the Property back to Debtor. This

fourth conveyance was not addressed in Ammec’s adversary complaint,

but the bankruptcy court’s judgment avoided this fourth conveyance as

well (the “Curtis/Roots Deed”). Curtis’ appeal brief did not address the

Curtis/Roots Deed.

B. The state court lawsuit, its disposition, and Curtis’ failed attempt to appeal on behalf of Sisters.

The transactions between Curtis and Ammec spawned several state

court lawsuits. But only one of these lawsuits is relevant to these appeals.

In February 2016, Ammec sued Curtis, Debtor, and Sisters in state court for

fraud, breach of fiduciary duty, negligence, and quiet title. The quiet title

4 cause of action additionally requested declaratory relief to cancel and void

the Ammec/Sisters Deed. Ammec voluntarily dismissed the breach of

fiduciary duty and negligence causes of action. The court then bifurcated

the fraud claim from the fourth cause of action seeking both to quiet title

and cancel the Ammec/Sisters Deed. Ammec tried its fraud claim against

Curtis to a jury. The jury specifically found that Curtis failed to disclose

certain information to Ammec with the intent to deceive. But the jury

entered its verdict in favor of Curtis because it also found that Ammec did

not rely on the nondisclosure or suffer any damages.

The court then proceeded to hold a bench trial on Ammec’s

remaining claim. 4 At the beginning of the trial, the court noted that neither

Curtis nor Debtor had appeared in person though both had been instructed

to do so. Curtis appeared by phone, while Debtor appeared through

counsel by video. On Ammec’s motion, the court dismissed without

prejudice both Curtis and Debtor from the fourth cause of action. The court

then conducted a non-jury trial on the fourth cause of action as against

Sisters only, which had been defaulted.5 This effectively narrowed the

4 That the state court held a trial is beyond cavil. The first two pages of its Statement of Decision refer to the court holding “trial” on the fourth cause of action no less than five times. The state court’s decision to hold trial despite the default of Sisters—ultimately the only remaining defendant—is presumably a function of California law prohibiting disposition of quiet title actions by default judgment. See Nickell v. Matlock,

(2012). 5 In its Statement of Decision, the state court further referenced the remarks of

Debtor’s counsel, Eric O. Ibisi, who stated that “he had a motion pending for relief from

5 matter being tried from a broader quiet title action to cancellation of the

Ammec/Sisters Deed. Ammec prevailed.

In January 2022, the state court entered judgment declaring the

Ammec/Sisters Deed void and contemporaneously issued its Statement of

Decision, which is specifically referenced in the judgment. Consistent with

its dismissal of Debtor and Curtis at the beginning of the bench trial, the

state court focused exclusively on the part of the fourth cause of action

seeking to cancel the Ammec/Sisters Deed. It found that Ammec’s principal

executed the Ammec/Sisters Deed “to pay attorney’s fees to Curtis” for

legal services Curtis rendered in the Ruth Light Action. 6 The court further

found that Curtis failed to prepare any sort of written fee agreement

between herself and any of the multiple defendants she agreed to represent

in that lawsuit. Nor did she disclose any actual or potential conflicts of

interest among her multiple clients.

Based on these factual findings, the state court concluded that Curtis

had violated Rule 3-310(c)(3) and Rule 3-300 of the California Rules of

Professional Conduct (“CRPC”) directed at avoiding interests adverse to a

default by defendant, Sisters LLC.” The court declined to rule on the motion to set aside the default, saying that the only matter on calendar for that day was the bench trial of Ammec’s cancellation of instrument claim. 6 According to the Statement of Decision, Ammec’s principal testified at trial that

Curtis threatened that if he did not sign the Ammec/Sisters Deed, she would “lay down” at trial. 6 client. 7 The state court then declared the deed void based on Ammec’s

election to void it under Sheppard, Mullin, Richter & Hampton, LLP v. J-M

Manufacturing Co.,

(2018), and Fletcher v. Davis,

(2004).

Curtis purported to file an appeal on behalf of Sisters. Ammec moved

to dismiss that appeal arguing that Curtis as a disbarred attorney could not

legally commence and prosecute an appeal on behalf of Sisters. Ammec

additionally asserted that Sisters was at the time a suspended California

limited liability company. The California Court of Appeal granted

Ammec’s motion to dismiss the appeal, and the state court’s judgment

avoiding the Ammec/Sisters Deed thereby became final.

C. Debtor files bankruptcy, and Ammec commences its adversary proceeding.

In January 2023, Curtis filed a chapter 11 petition on behalf of Debtor.

In Debtor’s Schedule A/B, she listed the Property as owned by Debtor

notwithstanding the Roots/Curtis Deed. But she did not list Thames as one

of Debtor’s secured or unsecured creditors, even though the Thames Deed

of Trust suggested otherwise.

In April 2023, Ammec commenced an adversary proceeding against

7 Former CRPC Rule 3-310(c)(3) (now CRPC Rule 1.7) precludes an attorney from representing clients adverse to each other in the same matter without informed written consent. Former CRPC Rule 3-300 (now CRPC 1.8.1) precludes attorneys from entering into any business transaction with a client, or acquiring an interest adverse, unless certain written disclosures are made and documentation obtained. 7 Sisters, Debtor, Curtis, and Thames. The complaint’s three claims for

declaratory relief respectively sought determinations that the Sisters/Roots

Deed, the Roots/Curtis Deed, and the Thames Deed of Trust (collectively,

the “Downstream Transfers”) were “void and cancelled” under

After Debtor and Curtis unsuccessfully moved to dismiss the

adversary proceeding, they filed an answer and crossclaims. But Sisters

and Thames did not appear, and the bankruptcy court entered Sister’s

default. In relevant part, “Count I” of Curtis’ amended crossclaims sought

a determination that the Ammec/Sisters Deed was not invalid.9

In August 2023, Ammec moved to dismiss Curtis’ first amended

crossclaims with prejudice. After considering the parties’ papers and

holding a hearing, the bankruptcy court granted the motion to dismiss.

D. The parties’ cross-motions for summary judgment and the bankruptcy court’s decision.

In February 2024, Ammec moved for summary judgment. According

8

states: “[a] written instrument, in respect to which there is a reasonable apprehension that if left outstanding it may cause serious injury to a person against whom it is void or voidable, may, upon his application, be so adjudged, and ordered to be delivered up or canceled.” 9 “Count II” and “Count III” of Curtis’ amended crossclaims respectively sought

a determination that Ammec (and others) could not avoid the Sisters/Roots Deed or the Thames Deed of Trust. But these causes of action were premised on the continuing validity of the Ammec/Sisters Deed, and they are not separately and distinctly discussed in Curtis’ appeal brief. Nor are her other crossclaims for abuse of process, malicious prosecution, slander of title, fraud, and such. 8 to Ammec, the subsequent Downstream Transfers were equally as invalid

as the Ammec/Sisters Deed. It maintained that the bankruptcy court could

enforce the state court judgment against Curtis and Debtor based on the

Full Faith and Credit Act,

, and Cal. Code of Civil

Procedure (“CCP”) § 1908. Ammec argued that in light of the state court

judgment voiding the Ammec/Sisters Deed, the Downstream Transfers

were valid only to the extent that the transferees could establish they

qualified as bona fide purchasers in good faith, for value, and without

notice of the infirmity that led the state court to declare void the

Ammec/Sisters Deed.

The infirmity at issue was Curtis’ violation of CRPC Rules 3-300 and

3-310(c)(3), as addressed in the state court’s decision. Because the

Ammec/Sisters Deed had been voided due to Curtis’ ethics breaches,

Ammec argued that Debtor’s and Curtis’ actual or constructive knowledge

of Curtis’ unethical conduct—and the lack of consideration given for the

Downstream Transfers—conclusively demonstrated that neither Debtor

nor Curtis qualified as bona fide purchasers for value and hence rendered

the Downstream Transfers voidable as well under

.

Curtis and Debtor jointly opposed Ammec’s summary judgment

motion. They asserted that issue preclusion, claim preclusion, California

tax law, equitable estoppel, various statutes of limitation, and the parol

evidence rule all barred Ammec from voiding the Downstream Transfers.

They further attempted to attack, in myriad ways, the state court judgment

9 voiding the Ammec/Sisters Deed. They asserted that the state court

judgment was obtained by fraud, violated several principles of substantive

California law,10 and was unenforceable as against Curtis because she was

dismissed from the state court action before the trial of the fourth cause of

action. They further maintained that Ammec could not properly invoke

issue preclusion in support of its summary judgment motion.

Curtis and Debtor also moved for summary judgment. But the

contents of their joint summary judgment motion merely reiterated many

of the same points set forth in their opposition to Ammec’s summary

judgment motion.

The bankruptcy court held a hearing on the cross-motions for

summary judgment in April 2024. After considering the arguments both

sides presented, the bankruptcy court rejected Curtis’ arguments and

adopted Ammec’s arguments. The bankruptcy court did not specify exactly

why Ammec was entitled to summary judgment—and Curtis and Debtor

were not. Instead, it broadly stated that it agreed with Ammec’s positions

and disagreed with Curtis’ and Debtor’s positions.

10Most of the principles of California law Curtis and Debtor cited to attack the state court judgment were the same ones they invoked in defense against Ammec’s action to invalidate the Downstream Transfers. But they additionally asserted that Ammec should not have prevailed on its state court “quite title” cause of action because it had not demonstrated that it held title to the Property at the time it filed its state court lawsuit. Aside from the obvious problem that full faith and credit principles bar us from looking behind the state court judgment, their “quiet title” argument fails because Ammec prevailed on its request for relief to declare the Ammec/Sisters Deed void and cancelled. It did not obtain relief quieting title. 10 On April 16, 2024, the bankruptcy court entered judgment in favor of

Ammec on all three counts stated in Ammec’s adversary complaint and

declared void and cancelled the Sisters/Roots Deed, the Roots/Curtis Deed,

the Thames Deed of Trust, and the Curtis/Roots Deed. Curtis timely

appealed the summary judgment ruling on April 26, 2024. In a separate

order entered on May 30, 2024, the bankruptcy court dismissed with

prejudice Curtis’ first amended crossclaims. Curtis timely appealed the

dismissal on June 12, 2024.

JURISDICTION

The bankruptcy court had jurisdiction under

. 11 We

have jurisdiction under

.

ISSUES

1. Did the bankruptcy court err when it granted Ammec’s motion for

summary judgment and denied Curtis’ and Debtor’s cross-motion for

summary judgment?

2 Did the bankruptcy court err when it dismissed Curtis’ first amended

crossclaims?

11Curtis argues that the bankruptcy court lacked subject matter jurisdiction over Ammec’s claims for relief. We disagree. Each of Ammec’s claims pertained to Debtor’s asserted ownership of the Property. As such, the bankruptcy court had jurisdiction pursuant to

(b) because the adversary proceeding was a proceeding either “arising under,” “arising in,” or “related to” a case under title 11. See generally Wilshire Courtyard v. Cal. Franchise Tax Bd. (In re Wilshire Courtyard),

, 1285- 87 (9th Cir. 2013) (explaining bankruptcy court jurisdiction under

(b)). 11 STANDARDS OF REVIEW

We review de novo the bankruptcy court’s summary judgment

ruling. Stadtmueller v. Sarkisian (In re Medina),

, 240 (9th Cir.

BAP 2020), aff'd,

(9th Cir. July 29, 2021). We also review

de novo its dismissal of Curtis’ crossclaims under Civil Rule 12(b)(1) and

(6). Barnes v. Belice (In re Belice),

(9th Cir. BAP 2011). These

Civil Rules are made applicable in adversary proceedings by Rule 7012(b).

at 569 n.3 (9th Cir. BAP 2011). “De novo review requires that we

consider a matter anew, as if no decision had been made previously.”

Francis v. Wallace (In re Francis),

(9th Cir. BAP 2014).

SUMMARY JUDGMENT STANDARDS

A court must grant summary judgment when the pleadings and

evidence show that there are no genuine issues of material fact and the

movant is entitled to judgment as a matter of law. Civil Rule 56(a)

(incorporated by Rule 7056); Roussos v. Michaelides (In re Roussos),

(9th Cir. BAP 2000), aff'd,

(9th Cir. 2002). The moving

party initially must show the absence of genuine issues of material fact. If

the moving party meets this burden, then the nonmoving party must show

specific facts establishing the existence of genuine issues for trial. Anderson

v. Liberty Lobby, Inc.,

(1986).

DISMISSAL STANDARDS

When we review an order granting a Civil Rule 12(b)(6) motion, we

consider the legal sufficiency of the plaintiff’s complaint. See Johnson v. 12 Riverside Healthcare Sys., LP,

, 1121–22 (9th Cir. 2008). We must

assess whether the complaint presents a cognizable legal theory and

whether it contains sufficient factual allegations to support that theory.

Thus, “for a complaint to survive a motion to dismiss, the non-conclusory

‘factual content,’ and reasonable inferences from that content, must be

plausibly suggestive of a claim entitling the plaintiff to relief.” Moss v. U.S.

Secret Serv.,

(9th Cir. 2009) (citing Ashcroft v. Iqbal,

(2009)).

DISCUSSION

A. Appeal from grant of Ammec’s summary judgment motion and denial of Curtis’ and Debtor’s cross-motion for summary judgment.

In evaluating the bankruptcy court’s summary judgment rulings,

there are two main issues we must address. First, we consider whether the

state court judgment against Sisters voiding the Ammec/Sisters Deed is

binding and enforceable against Debtor and Curtis. In other words,

Ammec has no claim to void the subsequent Downstream Transfers unless

its deed to Sisters was voidable. If the Ammec/Sisters Deed was properly

voided, then we reach the second question: were Debtor and Curtis bona

fide purchasers for value? Where, as here, a prior transfer is merely

voidable rather than void, a “subsequent bona fide purchaser of the

property was entitled to rely on it.” Schiavon v. Arnaudo Brothers,

(2000); see also Fonteno v. Wells Fargo Bank, N.A.,

(2014) (“should a trustee's deed be voidable, rather

13 than void, bona fide purchasers are generally entitled to keep the property

purchased”). Therefore, even if Ammec’s deed to Sisters was properly

voided, Debtor and Curtis obtained enforceable title if they gave value in

exchange for their respective property interests and took those interests

without notice of the infirmity that rendered the Ammec/Sisters Deed

voidable.12

1. The scope of this appeal.

In the adversary proceeding, Ammec sued Curtis, Sisters, Debtor,

and Thames. The bankruptcy court entered judgment voiding and

cancelling the Sisters/Roots Deed and the other Downstream Transfers. Yet,

Curtis is the only party that has appealed. This has potentially significant

consequences concerning the scope of this appeal.

Curtis’ attempt to appeal on behalf of Sisters, Debtor, and Thames

raises prudential, third-party standing concerns. See generally Tingley v.

Ferguson,

, 1069 (9th Cir. 2022) (explaining third party

12 As a preliminary matter we must note the difficulty we have encountered in interpreting Curtis’ arguments; they indiscriminately pivot back and forth between attacks on the state court judgment and the bankruptcy court’s decision without offering sufficient factual or legal development. We have attempted to address her arguments. However, as a former attorney, she is not entitled to the same leeway in interpreting her papers to which less sophisticated pro se litigants are entitled. See Albert v. Gonzalez,

, at *1 n.1(C.D. Cal. Oct. 6, 2023) (citing Huffman v. Lindgren,

(9th Cir. 2023)), aff'd,

(9th Cir. Aug. 20, 2024). To the extent that any of her arguments are not specifically addressed, they are rejected as meritless. 14 standing principles). 13 Furthermore, given that Curtis no longer is licensed

to practice law in California, she cannot act as counsel in this appeal for

anyone except herself. See D-Beam Ltd. P'ship v. Roller Derby Skates, Inc.,

, 973–74 (9th Cir. 2004). Nor can Curtis, acting as Debtor’s sole

owner and managing member, circumvent the requirement that entities

appear through licensed counsel. See United States v. High Country Broad.

Co.,

, 1245 (9th Cir. 1993). Moreover, Debtor’s chapter 11 case

was converted to chapter 7 in April 2024. Accordingly, any appeal arising

from the cancellation of the Sisters/Roots Deed—which affected property of

Debtor’s bankruptcy estate—should have been pursued (if at all) by the

chapter 7 trustee and not Curtis. See Est. of Spirtos v. One San Bernadino

Cnty. Super. Ct. Case Numbered SPR 02211,

, 1175 (9th Cir.

2006); Meehan v. Ocwen Loan Servicing, LLC (In re Meehan),

, at *4 (9th Cir. BAP Sept. 29, 2014), aff'd,

(9th Cir.

2016). 14

13 Curtis’ web of interests in and affiliations with the Property, Sisters, and Debtor establishes that she has a sufficient stake in the outcome of these appeals to satisfy Article III standing requirements. See generally Bates v. United Parcel Serv., Inc.,

(9th Cir. 2007) (citing Lujan v. Defenders of Wildlife,

, 560–61 (1992)) (describing Article III standing requirements). As set forth above, however, she may only argue on behalf of her own interests, which have been obfuscated by her execution of the Curtis/Roots Deed immediately following her execution of the Roots/Curtis Deed. These two deeds arguably cancelled each other out and appear to have deprived Curtis of any legitimate direct interest in the Property or the outcome of this appeal. 14 Curtis has repeatedly alleged that she is a third-party beneficiary of the

Ammec/Sisters Deed. She also has alleged that Sisters held this deed in trust for her

15 In light of these restrictions, Curtis’ arguments on Debtor’s behalf

attacking the cancellation of the Sisters/Roots Deed are beyond the proper

scope of this appeal. Similarly, Curtis cannot appeal on Thames’ behalf the

cancellation of the Thames Deed of Trust. This cancellation also is beyond

the proper scope of this appeal. Even so, for the sake of analytical

completeness—and in light of issues Curtis has raised on appeal as to her

interests in the Property—we address the cancellation of the Sisters/Roots

Deed.

2. The judgment voiding the Ammec/Sisters Deed is binding.

The state court action voided the Ammec/Sisters Deed based on

Curtis’ violation of her professional obligations as Ammec’s counsel.

Though the state court previously had entered default against Sisters, it

proceeded to conduct a trial on Ammec’s claim to void the Ammec/Sisters

Deed. Sisters failed to appear, but Ammec presented its case to the court.

The state court’s Statement of Decision detailed the basis for voiding the

Ammec/Sisters Deed. It granted Ammec’s claim to cancel and void this

deed based on Curtis’ violation of former CRPC Rules 3-310 and 3-300,

stating:

Based on the testimony of Charles Hasbun, Ammec’s CEO, that the May 6, 2014 Grant Deed (Ammec’s Exhibit No.1 admitted into evidence at trial) was to pay attorney’s fees to Curtis, and

benefit. But we have not found in the summary judgment record any evidence to support these allegations. More importantly, Curtis has not made similar allegations as to the Sisters/Roots Deed. Nor have we seen any evidence in the record to support that notion. 16 that there was no written fee agreement for any of Curtis's multiple defendants and no disclosures by Curtis of actual or potential conflicts among her multiple clients in the Ruth [Light] case, the Grant Deed is voidable by Ammec. Sheppard, Mullin, Richter & Hampton, LLP v. J-M Manufacturing Co., Inc. (2018) 6 Ca1. 5th 59 . . . , citing Rule 3-310(C)(3), Cal. Rules of Prof. Conduct.

Curtis’ appeal on behalf of Sisters was dismissed by the California Court of

Appeal, and the state court’s judgment cancelling the Ammec/Sisters Deed

is final.

Ammec contends that the state court judgment conclusively

establishes that the Ammec/Sisters Deed is void, thereby calling into

question the validity of the Downstream Transfers. Curtis disagrees. She

raises numerous challenges to the Statement of Decision and the

bankruptcy court’s reliance on it. Primarily, she argues that the state court

could not avoid the Ammec/Sisters Deed because the jury entered its

verdict in her favor and against Ammec on its claim for fraud. But the jury

verdict on the fraud claim has nothing to do with the state court’s

cancellation of the Ammec/Sisters Deed. The state court voided that deed

because Curtis acquired it in violation of her ethical obligations as

Ammec’s counsel—not as a result of fraud.

Undaunted, Curtis says that she objected to the admission of the

Statement of Decision “because it did not make sense in light of the actual

judgment.” Aplt. Opn. Br. at p. 11. This argument merely continues her

17 effort to view the state court judgment solely through the prism of the

fraud claim on which she prevailed. However, this is not a basis to

collaterally attack the state court’s judgment voiding Ammec’s deed to

Sisters, which makes perfect sense because it is not based on the

unsuccessful fraud claim.

a. The Rooker-Feldman doctrine does not apply.

Additionally, Curtis argues that the bankruptcy court’s decision

violated the Rooker-Feldman doctrine. This doctrine emanates from the

holdings in Rooker v. Fidelity Trust Co.,

(1923) and District

of Columbia Court of Appeals v. Feldman,

(1983), “under

which a party losing in state court is barred from seeking what in substance

would be appellate review of the state judgment in a United States district

court, based on the losing party’s claim that the state judgment itself

violates the loser’s federal rights.” Johnson v. De Grandy,

, 1005–

06 (1994). Once again, this argument is tied to Curtis’ belief that the state

court judgment was based on the unsuccessful fraud claim. She also

contends that she prevailed on all claims in the state court action because

Ammec voluntarily dismissed her from its fourth cause of action seeking to

cancel the Ammec/Sisters Deed just before the state court held its bench

trial on that claim. Alternatively, she argues that she prevailed in the state

court because Ammec also dismissed its claim against her for breach of her

fiduciary duties.

Notwithstanding Curtis’ arguments, the state court judgment

18 specifically canceled and voided the Ammec/Sisters Deed. Nothing Curtis

has said or argued can change this unequivocal fact. The meaning and

import of the state court judgment is not subject to legitimate dispute.

Thus, neither Ammec’s adversary proceeding—nor the bankruptcy court’s

summary judgment ruling—violated the Rooker-Feldman doctrine.

Rather, it is Curtis who attempts to collaterally attack the state court’s

judgment voiding the Ammec/Sisters Deed. We acknowledge that neither

Curtis nor Debtor were parties to the state court judgment voiding the

Ammec/Sisters Deed because the court granted Ammec’s motion to

dismiss them without prejudice immediately before the bench trial

occurred. Consequently, the Rooker-Feldman doctrine does not apply. It only

can be applied against parties to the prior action. Fatehmanesh v. Seror (In re

Manesh),

, at *10 (9th Cir. BAP Feb. 6, 2018), aff'd,

(9th Cir. 2019).

b. Full faith and credit principles apply.

Even though the Rooker-Feldman doctrine does not apply, full faith

and credit principles are both applicable and controlling. Under

, “state judicial proceedings shall have the same full faith and credit

in every court within the United States as they have in the courts of the

State from which they are taken . . . .” Migra v. Warren City Sch. Dist. Bd. of

Educ.,

(1984). “The most direct consequence of applying the

Full Faith and Credit statute is that a federal court must enforce a state

court judgment when an action is brought for that purpose.” C. Wright &

19 A. Miller, 18B FEDERAL PRACTICE AND PROCEDURE, JURISDICTION, § 4469 &

n.16 (3d ed. 2024) (listing cases). Full faith and credit doctrine also prohibits

us from considering Curtis’ collateral attacks on the state court judgment.

See, e.g., Greenfield v. Sheley (In re Greenfield),

, at *5 n.8 (9th

Cir. BAP Apr. 14, 2022) (acknowledging that under Full Faith and Credit

Act the bankruptcy court “could not examine the propriety of the

underlying judgment”); Italiane v. Jeffrey Catanzarite Fam. Ltd. P'ship (In re

Italiane),

, 675 n.6 (9th Cir. BAP 2021) (“To the extent

[Appellant] is asking us to second-guess the state court’s [decisions], we

cannot do so. Such second-guessing would contravene . . .

and would constitute an impermissible collateral attack . . . .”), aff'd,

(9th Cir. Dec. 5, 2022); Hobbs v. Arizona (In re Hobbs),

, at *6 (9th Cir. BAP Oct. 13, 2016) (holding that bankruptcy court

“was required to give full faith and credit to the Judgment” and that “[a]ny

error in the underlying state court findings should have been addressed in

a motion for reconsideration or an appeal to the appropriate state

tribunal.”).

Admittedly, application of the full faith and credit doctrine often

overlaps with common law preclusion doctrines and raises doubts when

applied to nonparties in the context of issue preclusion if it is applied

without consideration of concepts like party control and privity. Compare In

re Manesh,

, at *10, with Moucka v. Windham,

(10th Cir. 1973). Neither Curtis nor Debtor were parties to the trial

20 resulting in the judgment avoiding the Ammec/Sisters Deed, even though

this deed served as payment for Curtis’ legal fees, and the state court

voided it based on Curtis’ breach of former CRPC Rules 3-310 and 3-300.

Though we must proceed with caution in determining whether and to

what extent Curtis and Debtor are bound by the state court judgment,

neither party has cogently explained how full faith and credit principles

should apply. Curtis does state that she had a right to file a declaratory

relief action to preclude any finding that the Ammec/Sisters Deed was

void. Such an action would directly contravene the full faith and credit to

be given to the state court judgment as Curtis would be attempting to

collaterally attack the state court’s judgment entered against Sisters.

In short, Curtis cannot collaterally attack the state court judgment

voiding the Ammec/Sisters Deed. We hold that the full faith and credit we

are compelled to give the state court’s judgment precluded Curtis’ efforts

to relitigate the validity of the Ammec/Sisters Deed in the adversary

proceeding. Nonetheless, any concerns arising from application of this

doctrine directly against Curtis and Debtor are conclusively resolved by

California statue.

i. CCP § 1908(a)(2).

The bankruptcy court accepted Ammec’s argument that because

Debtor and Curtis claim to be successors in interest to Sisters by virtue of

the Downstream Transfers, CCP § 1908(a)(2) applies to render the state

court judgment voiding the Ammec/Sisters Deed binding on them. As a

21 whole, CCP § 1908 identifies different types of final California judgments

and explains against whom they can be enforced and the circumstances

permitting such enforcement. More specifically, CCP § 1908(a)(2) codifies

certain aspects of common law preclusion doctrine in matters involving

title between parties and successors in interest. See Fed'n of Hillside &

Canyon Ass’ns v. City of L.A.,

(2004); 7 Witkin,

CAL. PROC. § 361 (6th ed. 2024). CCP § 1908(a)(2) provides:

[a] judgment or order is, in respect to the matter directly adjudged, conclusive between the parties and their successors in interest by title subsequent to the commencement of the action or special proceeding, litigating for the same thing under the same title and in the same capacity, provided they have notice, actual or constructive, of the pendency of the action or proceeding.

CCP § 1908(a)(2) (emphasis added).

CCP § 1908(a)(2) supports cancellation of the Roots/Curtis Deed—the

only conveyance at issue within the proper scope of this appeal. Curtis

acquired her interest (if any) in the Property under the Roots/Curtis deed in

February 2017, roughly a year after the commencement of the state court

action. Having been a party to the state court action prior to her dismissal,

Curtis clearly had actual notice of the pendency of the action when she

acquired her interest. Accordingly, the state court’s Statement of Decision

is conclusive as against Curtis under CCP § 1908(a)(2), specifically that the

Ammec/Sisters Deed was void based on Curtis’ breach of former CRPC

Rules 3-310 and 3-300.

22 We note that if somehow the Sisters/Roots Deed was relevant to

Curtis’ appeal, application of CCP § 1908(a)(2) to Debtor based on its

receipt of that deed would be problematic. California law makes clear that

for CCP § 1908(a)(2) to apply, the prior action must have commenced

before the successor acquired its interest in the subject property. Topanga

Corp. v. Gentile,

, 278–79 (1963) (holding that CCP

§ 1908(a)(2) “does not apply where the interest is acquired before the

commencement of the action”); Holman v. Toten,

,

(1942) (listing multiple cases). Here, Debtor acquired its

interest in the Property no later than January 2015—when the Sisters/Roots

Deed was recorded. This occurred at least a year before Ammec

commenced the instant state court action in February 2016. Consequently,

Ammec’s argument against Debtor based on CCP § 1908(a)(2) would be

unavailing with respect to the Sisters/Roots Deed.

ii. CCP § 1908(b).

But even if we were to reach the merits of the bankruptcy court’s

cancellation of the Sisters/Roots Deed, we still would affirm. CCP § 1908(b)

provides an alternate ground for affirmance.15 Subsection (b) statutorily

extends the preclusive effect of a judgment to those who control an action:

A person who is not a party but who controls an action, individually

15 We can affirm on any basis supported by the record. Shanks v. Dressel,

(9th Cir. 2008). This alternative basis for affirming the cancellation of the Sisters/Roots Deed also could serve as a separate and independent ground for affirming the cancellation of the Roots/Curtis Deed. 23 or in cooperation with others, is bound by the adjudications of litigated matters as if he were a party if he has a proprietary or financial interest in the judgment or in the determination of a question of fact or of a question of law with reference to the same subject matter or transaction . . . .

CCP § 1908(b).

Thus, when a nonparty individual—through their management or

ownership role—controls the defense of a defendant business entity and

has overlapping interests and incentive to litigate with the defendant

business entity, the plaintiff can seek in subsequent proceedings to render

the judgment against the defendant business entity enforceable against the

nonparty individual. See generally Kayne v. Ho,

, at *12

(C.D. Cal. Aug. 28, 2013) (citing Dow Jones Co. v. Avenel,

(1984)). Likewise, if that same individual owns and controls

another business entity—also not a party to the prior action but sharing the

defendant business entity’s overlapping interests and incentives to

litigate—the reach of the prior judgment typically can be extended to the

nonparty business entity. See

at *13 (citing UMG Recordings, Inc. v. BCD

Music Grp., Inc.,

, at *5 (C.D. Cal. Feb. 25, 2011), aff'd,

(9th Cir. 2013)).

Curtis has admitted that she owned and controlled both Sisters and

Debtor. Sisters had the opportunity to defend against Ammec’s state court

lawsuit and avoidance of the Ammec/Sisters Deed, which arose from

Curtis’ underlying actions in representing Ammec. Curtis necessarily

24 controlled that defense. She elected to permit entry of default against

Sisters and failed to timely seek to set aside this default. Moreover, Curtis

attempted to appeal the state court judgment on behalf of Sisters but did so

improperly. Again, she necessarily controlled the decision to appeal. That

Curtis ultimate failed to defend or appeal the state court judgment does not

alter the fact that the state court conducted a non-jury trial during which

her conduct was actually litigated, and through her control of Sisters’

defense she had the opportunity to present a defense on Sisters’ behalf. Put

bluntly, Curtis’ litigation missteps do not militate against application of

CCP § 1908(b).

In matters of due process, the focus is on whether the adverse party

had a “meaningful opportunity” to appear and be heard. Boddie v.

Connecticut,

, 378–80 (1971). For purposes of applying CCP

§ 1908(b), whether a nonparty had sufficient due process to justify

extension of the judgment turns on the extent of that nonparty’s control

over the party against whom the judgment was entered, together with the

opportunity and incentive to litigate the matter. Cf. First Nat’l Bank v.

Russell (In re Russell),

(9th Cir. 1996).

Russell is particularly instructive. A state court entered a stipulated

judgment for judicial foreclosure and also determined liability in favor of a

lender and against the Russells’ three related entities, referred to as “Den–

Ed,” “the Trust,” and “SPC.”

. The state court specifically

excluded the Russells from the stipulated judgment and its determination

25 of the other parties’ personal liability for the loans. The court reserved that

issue as against the Russells for further action in the event the automatic

stay terminated in the Russells’ contemporaneous bankruptcy case.

But

the state court did permit judicial foreclosure of the Russells’ real property

collateral.

The Russells later sued the lender in bankruptcy court for alleged

violation of their civil rights. They alleged that the loan officer they dealt

with was motivated by racial animus and sought to financially destroy

them. The Russells argued this led to their loan default and ultimately to

the state court action and judgment.

The bankruptcy court granted the lender’s motion to dismiss the

adversary proceeding with prejudice, “holding that the Russells were

precluded from raising the civil rights claim because of the previous state

court judgment against the entities that the Russells controlled.”

The

BAP reversed reasoning that litigants always can agree to limit or negate

the preclusive effect of a judgment when it is the result of consensual

resolution of the action. See Russell v. First Nat’l Bank (In re Russell),

(9th Cir. BAP 1994) (citing Manning v. Wymer,

(1969)), rev'd,

(9th Cir. 1996). Because the stipulated

judgment specifically excluded the Russells, the BAP concluded that they

were not precluded from bringing their subsequent civil rights action.

More importantly for our purposes, the BAP remarked that because the

Russells likely lacked sufficient incentive to pursue the civil rights action in

26 state court on behalf of Den-Ed and the Trust, it would be unfair and

improper to hold that the Russells—as persons in control of these litigant-

entities—were precluded from personally pursuing their civil rights action

in the bankruptcy court.

The Ninth Circuit reversed the BAP. In relevant part, it specifically

relied on CCP § 1908(b) to conclude that the Russells were precluded from

pursuing in the bankruptcy court their civil rights action. As the Ninth

Circuit explained:

In the present case, we conclude that the state court judgment was a final judgment on the merits with regard to entities that the Russells completely controlled. The state judgment concerned identical issues to those brought in the civil rights claim, namely the legality of the debts. It adjudged that the Trust, SPC, and Den–Ed were in default of their loans to First National and it allowed First National to begin foreclosure proceedings against the property owned by the Russells that was used as collateral for the loans.

Because the Russells are in privity with these entities, we conclude that the state court judgment applies equally to them. The Russells completely control Den–Ed, SPC, and the Trust. Therefore the Russells had a full and fair opportunity to present their civil rights claims in the state court proceeding. The Russells also had a strong financial stake in the proceedings. It is true that the Russells’ personal liability for the deficiency of the foreclosures on their real property has not been adjudged. However, it has been conclusively adjudicated that the loans by First National are valid, that the loans are in default, and that First National can foreclose on the Russells' property. These issues cannot be relitigated by the Russells.

In re Russell,

.

27 Here, the record is clear and unequivocal: Curtis enjoyed exclusive

control of the defense of the claim against Sisters to avoid the

Ammec/Sisters Deed. She not only had control but also had every incentive

to defend against Ammec’s avoidance claim given her asserted interests

individually and as the person in control of Debtor as the other

downstream transferee. 16 Finally, she had sufficient opportunity to control

the defense of Sisters’ interest. That she chose not to avail herself of that

opportunity does not bar application of CCP § 1908(b).

Under § 1908(b), as applied by the Ninth Circuit, Curtis’ breach of her

professional obligations and the resulting voidability of the Ammec/Sisters

deed have been conclusively litigated. As a result, both Debtor and Curtis

are bound by the state court judgment voiding the Ammec/Sisters Deed.

This in turn precludes most of Curtis’ arguments on appeal relating to the

bankruptcy court’s cancellation of the Downstream Transfers. It also means

that her efforts to invalidate the state court judgment are meritless.

3. None of the Downstream Transfers were transfers to bona fide purchasers.

Though the Ammec/Sisters Deed was voidable and declared void by

the state court, a subsequent transferee may rely on voidable title if they

16 Curtis never has asserted that she lacked a personal stake in the validity of the Ammec/Sisters Deed. To the contrary, she has repeatedly alleged that she was a third- party beneficiary of that deed and that Sisters took its interest in the Property in trust for her benefit. Though Curtis never adduced any evidence to support these allegations, she undoubtedly perceived herself as having every incentive in the state court action to attempt to defeat Ammec’s attack on the validity of the Ammec/Sisters Deed. 28 are an innocent bona fide purchaser for value. See Firato v. Tuttle,

(1957); Schiavon

(following Firato); see

also Fallon v. Triangle Mgmt. Servs., Inc.,

(1985)

(stating that a voidable deed “can be relied upon and enforced by a bona

fide purchaser”); cf. U.S. Bank Nat'l Ass'n v. Gates,

, at *4

(C.D. Cal. Apr. 29, 2014) (explaining difference under California law

between void and voidable instruments). 17 Under California law, when as

here the prior claimant claims legal title to the property, the subsequent

purchaser bears the burden of proof to establish that she qualifies as a bona

fide purchaser. 4 CAL. REAL ESTATE § 10:51 & nn. 5-7 (4th ed. 2024); see also

Bell v. Pleasant,

, 413–14 (1904) (listing cases).

In California, “[a] bona fide purchaser is one who pays value for the

property without notice of any adverse interest or of any irregularity in the

sale proceedings. The elements of bona fide purchase are payment of value,

in good faith, and without actual or constructive notice of another’s rights.”

Countrywide Home Loans, Inc. v. United States,

, at *9 (E.D.

Cal. Jan. 9, 2007) (citations omitted).

Here, Curtis has neither alleged nor offered any evidence that she

and Debtor acquired their Downstream Transfers as bona fide purchasers.

Instead, she has asserted that it was unnecessary for her to prove bona fide

17Citing Fallon, Curtis claims that she automatically wins because all of the Downstream Transfers predated the state court judgment voiding the Ammec/Sisters Deed. Curtis simply ignores the part of Fallon limiting this result to bona fide purchasers. 29 purchaser status because the state court judgment was invalid. We already

have rejected this argument. Alternately, she claims that bona fide

purchaser status was unnecessary because Sisters was a bona fide

purchaser when Ammec conveyed the Property. This argument is wholly

at odds with the California voidable title law we cite immediately above

and simply ignores the subsequent transferees.

In sum, the state court judgment voiding the Ammec/Sisters Deed is

enforceable against Debtor and Curtis. There is no evidence demonstrating

that either of them took their respective Downstream Transfers as bona fide

purchasers. As successors in interest to voidable title without bona fide

purchaser status, the bankruptcy court properly entered summary

judgment cancelling both the Sisters/Roots Deed and the Roots/Curtis

Deed. Furthermore, Curtis has no authority to appeal on Debtor’s behalf,

and hence the Sisters/Roots Deed is beyond the scope of these appeals.

4. Thames Deed of Trust.

Curtis lacks standing to challenge the bankruptcy court’s voiding of

the Thames Deed of Trust on Thames’ behalf. See Tingley, 47 F.4th at 1069-

70. There is nothing in the record to suggest that she has any personal stake

in whether the Thames Deed of Trust is valid.

In any event, Curtis’ appeal brief is bereft of any argument

challenging the bankruptcy court’s cancellation of the Thames Deed of

Trust. As a result, she has forfeited any such arguments she might have

made. Leigh v. Salazar,

(9th Cir. 2012) (issues not

30 specifically and distinctly argued in appellant’s opening appeal brief are

forfeited); Dietz v. Ford (In re Dietz),

(9th Cir. BAP 2012)

(same), aff'd and adopted,

(9th Cir. 2014).

5. None of Curtis’ remaining arguments merit reversal.

Curtis’ remaining arguments are either at odds with our conclusion

that state court judgment is binding against her, are irrelevant to the

matters properly on appeal, or are based on her patently incorrect

understanding of the controlling law and undisputed facts. In short, none

of Curtis’ arguments come close to justifying reversal of the bankruptcy

court’s summary judgment ruling.

Based on our analysis of CCP § 1908 and our understanding of

California law on voidable title, we hold that the bankruptcy court

appropriately granted Ammec’s summary judgment motion and properly

denied Curtis’ and Debtor’s cross-motion for summary judgment.

B. Appeal from dismissal of crossclaims.

Curtis also has appealed from the dismissal with prejudice of her first

amended crossclaims. Her appeal brief only specifically and distinctly

addresses “Count I” in her first amended crossclaims, which seeks a

declaration determining that the Ammec/Sisters Deed was valid. She

attacks the validity of the state court judgment, alleging: (1) the state court

lawsuit was time barred, (2) that Ammec was a suspended business entity

under California tax law at the time it commenced the state court action; (3)

that she and Debtor prevailed in the state court lawsuit when Ammec

31 voluntarily dismissed both of them without prejudice shortly before trial;

and (4) that Ammec as a formerly suspended corporation could not

challenge the validity of the Ammec/Sisters Deed.

As we already have explained above, as a matter of law, the state

court judgment voiding the Ammec/Sisters Deed is binding as against

Curtis. And we have no power to look behind it. For the same reasons we

concluded above as a matter of law that the bankruptcy court correctly

gave full faith and credit to the state court judgment, we also uphold as a

matter of law its dismissal with prejudice of Count 1 of Curtis’ crossclaims.

CONCLUSION

For the reasons set forth above, we AFFIRM.

32