Fresh Mix, LLC v. Pisanelli Bice, Pllc

── Fresh Mix, LLC v. Pisanelli Bice, Pllc ── Court: Court of Appeals for the Ninth Circuit Date: May 28, 2026 Category: General FOR PUBLICATION UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT FRESH MIX, LLC, No. 25-2462 D.C. No. Plaintiff - Appellant, 2:24-cv-00397- RFB-NJK v. PISANELLI BICE, PLLC; JAMES J. ORDER PISANELLI Esquire, Attorney; CERTIFYING DEBRA L. SPINELLI, Attorney; QUESTION TO AVA MARIE SCHAEFER; COHEN THE NEVADA DOWD QUIGLEY; RONALD J. SUPREME COHEN; BETSY LAMM; Mr. COURT DANIEL P. QUIGLEY Esquire, Attorney; JENNA BROWNLEE; BRUCE A. LESLIE, CHTD.; BRUCE A. LESLIE; BROWNSTEIN HYATT FARBER SCHRECK, LLP; Mr. SAMUEL A. SCHWARTZ Esquire, Attorney; SCHWARTZ LAW, PLLC; ZACHARIAH LARSON; LARSON & ZIRZOW, LLC, Defendants - Appellees. Filed May 28, 2026 2 FRESH MIX, LLC V. PISANELLI BICE, PLLC Before: Marsha S. Berzon, Consuelo M. Callahan, and Michelle T. Friedland, Circuit Judges. SUMMARY * Certification of Question to State Supreme Court The panel certified to the Nevada Supreme Court the following question of law: Under what circumstances, if any, does the transfer of majority ownership of a corporate entity effectuate a de facto assignment of the entity’s legal malpractice claims in violation of Nevada public policy? ORDER The dispositive issue in this appeal implicates an important and open question of Nevada law: whether a settlement of litigation between the majority and minority owners of a limited liability company, through which the minority owners received full ownership, functionally and impermissibly assigned to them the company’s legal malpractice claims. Answering that question requires determining how Nevada’s public policies forbidding the direct assignment of legal malpractice claims interact with * This summary constitutes no part of the opinion of the court. It has been prepared by court staff for the convenience of the reader.  FRESH MIX, LLC V. PISANELLI BICE, PLLC 3 basic principles of corporate separateness. No precedent of the Nevada Supreme Court or Nevada Court of Appeals controls our resolution of this issue. Thus, we respectfully certify the following question of law to the Nevada Supreme Court under Nevada Rule of Appellate Procedure 5: Under what circumstances, if any, does the transfer of majority ownership of a corporate entity effectuate a de facto assignment of the entity’s legal malpractice claims in violation of Nevada public policy? Our phrasing of this question should not restrict the Nevada Supreme Court’s consideration of the issues involved, and the court may rephrase the question as it sees fit. If the court agrees to decide this question, we agree to accept its decision. We recognize that the court has a substantial caseload, but we submit the question because of its significance to Nevada’s public policies concerning the attorney-client relationship and to Nevada corporate law. See Murray v. BEJ Mins., LLC, 924 F.3d 1070, 1072 (9th Cir. 2019) (en banc); Volvo Cars of N. Am., Inc. v. Ricci, 137 P.3d 1161, 1163–64 (Nev. 2006). If the court declines to answer the question, we will decide this case under our best understanding of state law. I This suit is the latest chapter in a yearslong saga of litigation. 1 As we recount in greater detail below, the 1 This appeal comes to us on a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6). We therefore accept the operative complaint’s well-pleaded allegations as true for purposes of this order. See In re Rigel Pharms., Inc. Sec. Litig., 697 F.3d 869, 875 (9th Cir. 2012). We also 4 FRES