NOT FOR PUBLICATION

UNITED STATES BANKRUPTCY APPELLATE PANEL

OF THE NINTH CIRCUIT

In re:

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.,

Debtors.

BAP No. CC-22-1031-SGT

Bk. No. 2:20-bk-14175-NB

MEMORANDUM*

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.

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.

FILED

OCT 18 2022

SUSAN M. SPRAUL, CLERK

U.S. BKCY. APP. PANEL

OF THE NINTH CIRCUIT
2

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.
3

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 Cal. 

Lab. Code §§ 510 and 1194; (2) failure to pay for all hours worked under 

Cal. Lab. Code §§ 1182.12, 1194, 1197, 1197.1, and 1198; (3) failure to 

provide meal periods under Cal. Lab. Code §§ 226.7, 512, and 558; 

(4) failure to permit rest periods under Cal. Lab. Code §§ 226.7 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), 293 B.R. 227, 233 n.9 (9th Cir. BAP 2003).
4

(5) failure to maintain accurate and itemized statements of hours worked 

and wages paid under Cal. Lab. Code §§ 226, 226.3, and 558, and under 

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

Bus. & Prof. Code § 17200. 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 
5

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 nonemployer 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 
6

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 
7

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 
8

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., 160 Cal. App. 4th 589, 594, 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, 461 U.S. 424, 440 (1983). Debtors additionally claimed 

that some of the time entries were incomprehensible or were for non-
9 

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).
10

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 
11

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 
12

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, 47 Cal. 4th 970 

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

completely deny fees by applying Cal. Civ. Proc. Code § 1033(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 
13

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 
14

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 noncompensable 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 
15

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 28 U.S.C. §§ 1334 and 
16

157(b)(2)(B). We have jurisdiction under 28 U.S.C. § 158.

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, 461 U.S. at 436-37. 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., 653 F.3d 820, 832 (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., 549 U.S. 443, 450 (2007); see also Klein v. City of Laguna Beach, 810 F.3d 

693, 702 (9th Cir. 2016) (holding that under Erie R. Co. v. Tompkins, 304 U.S. 

64, 78 (1938), “federal courts apply state law for attorneys’ fees to state 

claims”). The bankruptcy court relied on Cal. Lab. Code § 1194(a)5 in its 

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

5 Cal. Lab. Code § 1194(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.
17

award fees to a prevailing plaintiff based on certain types of employee 

wage claims. See Kirby v. Immoos Fire Prot., Inc., 53 Cal. 4th 1244, 1251 

(2012).

Debtors have not disputed on appeal the applicability of Cal. Lab. 

Code § 1194(a) to Zhou’s wage claims. Nor have Debtors argued that Zhou 

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

461 U.S. at 433 (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., 690 F.3d 1132, 1135 (9th Cir. 

2012); Jordan v. City of Cleveland, 464 F.3d 584, 603 (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, 74 Cal. App. 5th 174, 182-83 (2022)

(fees sought under former Cal. Gov. Code § 12965(b) (now (c)(6)) for 

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

6 See also Sharif v. Mehusa, Inc., 241 Cal. App. 4th 185, 192 (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).
18

Alaska Airlines, Inc., 72 Cal. App. 5th 334, 356, 360-61 (2021) (fees sought 

under Cal. Lab. Code §§ 226(h) and 2699(g)(1) for claims based on unpaid 

wages and inadequate wage statements); Espejo v. Copley Press, Inc., 13 Cal. 

App. 5th 329, 382 (2017) (fees sought under Cal. Civ. Proc. Code § 1021.5 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. 461 U.S. at 433-37. 

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. Id. at 433-34. Then the 

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

issues unrelated to the plaintiffs’ successful claims. Id. at 434-35. 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 42 U.S.C. § 1988(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.
19

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. Id. at 433-35. 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. Id. at 436-37.

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.” 

Id. at 435.

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 47 Cal. 4th 970 (2010). In 

Chavez, the plaintiff police officer brought a series of unsuccessful state, 
20

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”). Id. 

at 977-80, 990. 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. Id. at 975-76. 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 Cal. Civ. Proc. Code § 1033(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 Id.

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. 47 Cal. 

4th at 985-86. Chavez held that Cal. Civ. Proc. Code § 1033(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 Cal. Civ. Proc. Code § 1033(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.”
21

such a special circumstance. Id. Importantly, however, Chavez also

cautioned that in exercising the discretion to deny fees under Cal. Civ. 

Proc. Code § 1033(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.” Id. at 986. 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.

Id. at 987 (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. Id. at 991.

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 
22

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.” Id. at 990.

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, 2016 WL 3964813, at *4 (E.D. Mich. July 25, 2016);

Cooper v. Sunshine Recoveries, Inc., Case No. 00CIV8898LTSJCF, 2001 WL 

740765, 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, 389 F.3d 853, 858 (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 
23

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, 653 F.3d at 832. 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, 626 F.3d 483, 485 (9th Cir. 2010); 

Greenwood v. FAA, 28 F.3d 971, 977 (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.
24

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 
25

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., 30 Cal. App. 5th 24, 37-39 (2018); Graciano v. 

Robinson Ford Sales, Inc., 144 Cal. App. 4th 140, 164 (2006). This proposition 

was aptly followed in Heyen v. Safeway Inc., Case No. B243610, 2014 WL 

2154676 (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 

10 California 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., 999 F.3d 668, 681 n.12 (9th Cir. 2021); 

Roberts v. McAfee, Inc., 660 F.3d 1156, 1167 n.6 (9th Cir. 2011); but see United States v. 

Martinez-Lopez, 864 F.3d 1034, 1042 (9th Cir. 2017) (en banc) (declining to rely on certain 

unpublished California Court of Appeal decisions under the circumstances of that case).
26

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, 223 Cal. App. 4th 1309, 

1321 (2014)); see also Harman v. City and Cnty. of San Francisco, 158 Cal. App.

4th 407, 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, 565 F.3d 1097 (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 42 U.S.C. § 1988. Id. at 1103. But McCown

also specifically eschewed a strict formulaic or proportional approach to 

determining the fees of a plaintiff who achieves only limited success. Id. at 
27

1104 (citing City of Riverside v. Rivera, 477 U.S. 561, 576 (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, 506 U.S. 103, 114 (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. Id. at 113-15.

McCown and Farrar dealt with fees requested in federal civil rights 

actions under 42 U.S.C. § 1988. 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 
28

statutes, predominantly 42 U.S.C. § 1988.

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, 47 

Cal. 4th at 989 (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., 160 Cal. App. 4th 589, 

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. Id. at 594. As 

Harrington explained: 
29

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., 34 Cal. 4th 319, 340 (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.

Id. (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 Cal. Civ. Proc. Code § 1021.5. 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.
30

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

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

up); see also Cruz v. Fusion Buffet, Inc, 57 Cal. App. 5th 221, 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., 

151 Cal. App. 4th 1363, 1383 (2007) (“Public policy favors employees in

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

130 Cal. App. 4th 401, 412 (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, 626 F.3d at

485; Greenwood, 28 F.3d at 977.

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 Cal. Lab. Code § 1194. 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 
31

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.