FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

J&J CELCOM; LUPE AZEVEDO; 

WOODROW W. HOLMES, JR.;

LUCILLE HOSS; DANIEL MURRAY;

RAJIVE OBEROI; KENNETH L.

RAMSEY; GARY R. ROBBINS; JOANNE

ROBBINS; S&D PARTNERSHIP; CELLCAL IX-T9; NANCY DONNELLY;

RODGER D. FRIZ; SID DANNY HOFF;

OM PARKASH KALRA; RONALD

WILSON; DELCHI CORPORATION,

Plaintiffs-Appellants,

v.

No. 05-35567

AT&T WIRELESS SERVICES, INC.;

M D.C. No. CCAW CELLULAR INTERESTS INC.;  CV-03-02629-MJP AT&T WIRELESS SERVICES OF

COLORADO LLC; AT&T WIRELESS OPINION

SERVICES OF IDAHO INC.; AT&T

WIRELESS SERVICES OF WASHINGTON

LLC; BOISE CITY CELLULAR

PARTNERSHIP, formerly known as

New Boise City Cellular

Partnership; FORT COLLINSLOVELAND CELLULAR TELEPHONE

CO., formerly known as New Fort

Collins-Loveland Cellular

Telephone Company; GREELEY

CELLULAR CO., formerly known as

New Greeley Cellular Company; 

15123
YAKIMA CELLULAR TELEPHONE 

COMPANY, formerly known as New

Yakima Cellular Telephone

Company; MCCAW

COMMUNICATIONS OF WHEELING, 

INC.; MCCAW COMMUNICATIONS OF

TEXARKANA, INC.; AT&T WIRELESS

SERVICES OF CALIFORNIA,

Defendants-Appellees. 

Appeal from the United States District Court

for the Western District of Washington

Marsha J. Pechman, District Judge, Presiding

Argued and Submitted

November 14, 2006—Seattle, Washington

Filed November 21, 2007

Before: Pamela Ann Rymer, Marsha S. Berzon, and

Richard C. Tallman, Circuit Judges.

Opinion by Judge Tallman

15124 J&J CELCOM v. AT&T WIRELESS SERVICES
COUNSEL

John Oitzinger, Helena, Montana, Thomas W. Hayton, Cutler

Nylander & Hayton, Seattle, Washington, for the plaintiffsappellants. 

Brendan T. Mangan, Heller Ehrman LLP, Seattle, Washington, for the defendants-appellees. 

J&J CELCOM v. AT&T WIRELESS SERVICES 15125
OPINION

TALLMAN, Circuit Judge: 

On March 26, 2003, plaintiff J&J Celcom along with other

former owners of minority interests in nine general partnerships involving cellular telephone businesses filed a diversity

suit in the United States District Court for the Western District of Washington alleging that the defendants, AT&T Wireless, Inc. (AWS) and nine of its wholly-owned subsidiaries,

violated Washington State law when AWS sold its controlling

interests in those partnerships to affiliated entities. The plaintiffs asserted claims of breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duties,

misrepresentation, tortious interference, and unjust enrichment. The defendants moved for summary judgment, and the

plaintiffs cross-moved for partial summary judgment as to liability. The district court granted summary judgment in the

defendants’ favor, and denied the plaintiffs’ motion. This

appeal followed. 

In a December 26, 2006, memorandum disposition, we

affirmed the district court’s rulings on all issues save for one.

We certified a state law question, framed as follows, to the

Washington Supreme Court in a separate order: 

Does a controlling partner violate the duty of loyalty

to the partnership or to dissenting minority partners

where the controlling partner causes the partnership

to sell all its assets to an affiliated party at a price

determined by a third-party appraisal, when the

appraisal and the parties to the transaction are disclosed and the partnership agreement allows for sale

of assets upon majority or supermajority vote, but

the partnership agreement is silent on the subject of

sale to a related party? 

J&J Celcom v. AT&T Wireless Services, Inc., 481 F.3d 1138,

1143 (9th Cir. 2007). 

15126 J&J CELCOM v. AT&T WIRELESS SERVICES
At the time of the order, “[n]o Washington court ha[d] had

occasion to harmonize state case law concerning the fiduciary

duty of loyalty with the Revised Uniform Partnership Act.”

Id. at 1142 (citing Wash. Rev. Code §§ 25.05.005-.907). We

noted that “[w]hether a trial on the minority owners’ fiduciary

duty of loyalty claim is necessary depends entirely upon the

answer provided by the Supreme Court of Washington to our

certified question.” J&J Celcom, 481 F.3d at 1142. 

[1] On October 25, 2007, the Washington Supreme Court

answered the certified question in the negative, finding that a

controlling partner does not violate the duty of loyalty where

the controlling partner causes the partnership to sell its assets

to an affiliated party. J&J Celcom v. AT&T Wireless Servs,

Inc. ___ P.3d ___, 2007 WL 3105742 (Wash. Oct. 25, 2007).

The partnership agreements at issue are dependent upon

Washington law for the question before us. This answer,

therefore, disposes of the last remaining issue between the

parties in favor of the defendants. 

AFFIRMED.

J&J CELCOM v. AT&T WIRELESS SERVICES 15127