NOT FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

PEYMAN PAKDEL; SIMA CHEGINI, 

Plaintiffs-Appellants, 

 v. 

CITY AND COUNTY OF SAN 

FRANCISCO; et al., 

Defendants-Appellees.

No. 17-17504 

D.C. No. 3:17-cv-03638-RS 

MEMORANDUM*

Appeal from the United States District Court

for the Northern District of California

Richard Seeborg, District Judge, Presiding

Argued and Submitted September 13, 2019

San Francisco, California

Before: GOULD, BEA, and FRIEDLAND, Circuit Judges.

Plaintiffs-Appellants (“Plaintiffs”) challenge the City of San Francisco’s 

Expedited Conversion Program (“ECP”), which allows property owners to convert 

a tenancy-in-common property into a condominium property on the condition that 

they offer any existing tenants lifetime leases in units within the converted 

property. Plaintiffs allege that this “Lifetime Lease Requirement” effectuates an 

* This disposition is not appropriate for publication and is not precedent 

except as provided by Ninth Circuit Rule 36-3.

FILED

MAR 17 2020

MOLLY C. DWYER, CLERK

U.S. COURT OF APPEALS
2 

unreasonable seizure of their property in violation of the Fourth Amendment and 

abridges their constitutional right to privacy in violation of the Due Process and 

Equal Protection Clauses of the Fourteenth Amendment. The district court held 

that these contentions failed to state a claim and thus dismissed them under Federal 

Rule of Civil Procedure 12(b)(6). Reviewing the district court’s dismissal of 

Plaintiffs’ claims de novo, Gant v. County of Los Angeles, 772 F.3d 608, 614 (9th 

Cir. 2014), we affirm.1

1. The district court did not err in dismissing with prejudice Plaintiffs’ 

Fourth Amendment unreasonable seizure claim. There is no seizure of property 

when an individual “voluntarily transfer[s] any possessory interest he may have 

had in the [property].” Maryland v. Macon, 472 U.S. 463, 469 (1985); see United 

States v. Sherwin, 539 F.2d 1, 7 (9th Cir. 1976). Plaintiffs made the choice to offer 

their tenant a lifetime lease in exchange for the benefits of expedited condominium 

conversion under the ECP. That a preexisting private agreement between Plaintiffs 

and the other co-owners of their building obligated Plaintiffs to apply for 

conversion does not transform this voluntary exchange into a seizure by the City. 

The Fourth Amendment reaches only state action, United States v. Jacobsen, 466 

U.S. 109, 113 (1984), and the City had no involvement in the formation of this 

1 We resolve Plaintiffs’ other claims in a concurrently filed opinion.
3 

agreement between the tenants in common, see Blum v. Yaretsky, 457 U.S. 991, 

1004 (1982). 

2. Nor did the district court err in dismissing Plaintiffs’ substantive due 

process and equal protection claims with prejudice. A regulation challenged as 

violating substantive due process or equal protection is reviewed for a rational 

basis so long as it does not implicate a suspect class or impinge on fundamental 

rights. See Bowers v. Whitman, 671 F.3d 905, 917 (9th Cir. 2012); Kawaoka v. 

City of Arroyo Grande, 17 F.3d 1227, 1234 (9th Cir. 1994). The Lifetime Lease 

Requirement does not implicate a suspect class. And Plaintiffs do not have a 

fundamental right under California’s Ellis Act to exclude people from their home 

once it has been converted into a condominium. The Ellis Act prohibits the 

government from forcing property owners to offer accommodations for rent. Cal. 

Gov’t Code § 7060(a). But the Ellis Act does not apply to condominiums. See 

Valnes v. Santa Monica Rent Control Bd., 270 Cal. Rptr. 636, 638-39 (Ct. App. 

1990). Nor does it apply, per its express terms, when the government is enforcing 

an “agreement by which an owner of residential real property has agreed to offer 

the accommodations for rent or lease in consideration for a direct financial 

contribution.” Cal. Gov’t Code § 7060.1(a). Here, Plaintiffs acknowledged in a 

written agreement with the City that they were offering their tenant a lifetime lease 
4 

in consideration for the financial benefits of expedited condominium conversion. 

We thus review the Lifetime Lease Requirement for a rational basis.

The Lifetime Lease Requirement is rationally related to the legitimate 

government goal of preventing existing tenants from being displaced by 

widespread condominium conversions under the ECP. It therefore does not violate 

substantive due process or equal protection.

AFFIRMED.