PUBLISH UNITED STATES COURT OF APPEALS FOR THE TENTH CIRCUIT

________________ _________________ MICHAEL R. LEATHERS, Plaintiff - Appellee,

v. RONALD LEATHERS, Defendant - Appellant, and INTERNAL REVENUE SERVICE; JAMES HOLDEN, Trustee for The Dirt Cheap Mine Trust Defendants - Appellees, and CHESAPEAKE OPERATING, INC.; OXY USA INC.; ANADARKO PETROLEUM COMPANY, L.P.; PIONEER NATURAL RESOURCES U.S.A., INC.; MERIT ENERGY COMPANY, Defendants.

------------------------------ JOE ALFRED IZEN, JR., Attorney - Appellee.

––––––––––––––––––– –––––––––––––––– No. 15-3264 FILED United States Court of Appeals Tenth Circuit 

### May 2, 2017 Elisabeth A. Shumaker Clerk of Court2 MICHAEL R. LEATHERS, Plaintiff - Appellee,

v. RONALD LEATHERS; RONDA R. OLSON; RUSTIN R. LEATHERS; INTERNAL REVENUE SERVICE, Defendants - Appellees, JAMES HOLDEN, Trustee for The, a/k/a Dirt Cheap Mine Trust, Defendant - Appellant, and CHESAPEAKE OPERATING, INC.; OXY USA INC.; ANADARKO PETROLEUM COMPANY, L.P.; PIONEER NATURAL RESOURCES U.S.A., INC., Defendants.

------------------------------ JOE ALFRED IZEN, JR., Movant - Appellant. No. 15-3280

________________ _________________ Appeal from the United States District Court for the District of Kansas (D.C. No. 6:08-CV-01213-EFM-GEB)

________________ _________________ Gary D. Fielder, Arvada, Colo rado, for Ronald Leathers.3 Joe Alfred Izen, Jr., Bellaire, Texas, for Jame s Holden, Trustee for the Dirt Cheap Mine Trust, and Joe Alfred Izen, Jr. Randolph L. Hutter, Attorney, Tax Division (Caroline D. Ciraolo, Principal Deputy Assistant Attorney General, Francesca Ugolini, Attorney, Tax Division, and Barry R. Grissom, United States Attorney, appeared with him on the briefs), United States Department of Justice, Washington, D.C., fo r the Internal Revenue Service/United States. Aaron L. Kite, Rebein Bangerter Rebein PA, Dodge City, Kansas, for Michael R. Leathers. Derek S. Casey (Grant D. Klise with hi m on the brief), Triplett, Woolf & Garretson, LLC, Wichita, Kansas, for Ronda R. Olson and Rustin R. Leathers.

________________ _________________ Before BACHARACH , PHILLIPS , and McHUGH , Circuit Judges.

________________ _________________ McHUGH , Circuit Judge.

________________ _________________ I. INTRODUCTION This case involves a dispute over the ow nership of mineral rights appurtenant to several tracts of land located in Haskell Co unty, Kansas, as well as the royalties due on those mineral rights. Michael Leathers and his brother Rona ld Leathers each inherited half of these mineral rights from their mother. 1 But an error in a quit claim deed subsequently executed between the brothers left it unclear whether Ronald’s one-half interest in the mineral estate had been conveyed to Michael. In January 2007, Michael filed a lawsuit se eking to quiet title to the disputed onehalf interest and related ro yalties. As defendants, Michae l named Ronald; Ronald’s exwife, Theresa Leathers; James Holden, as Tr ustee for an entity called the Dirt Cheap

1 To avoid confusion among the parties with the surname “Leathers,” we refer to them by their first names.4 Mine Trust; various energy companies, as producers of natural gas from the mineral rights; and the United States, on behalf of the Internal Revenue Service (“IRS”), as a holder of tax liens on any property owned by Ronald. In a series of orders spanning several year s, the district court (1) reformed the quit claim deed to reflect that Rona ld had reserved his one-half interest in the mineral estate; (2) awarded half of Ronald’s one-half interest (i.e., a one-qua rter interest) to Theresa, pursuant to Ronald and Theresa’s divorce decree; and (3) held that Ronald owed approximately $1.5 m illion to the IRS and that the IRS’s ta x liens had first priority to any present and future royalties due to Ronald from his remaining one-quarter mineral interest. Ronald filed a timely appeal (Case No. 15-3264), and Holden and Joe Alfred Izen, Jr., the attorney for the Dirt Cheap Mine Trust, filed a separate appeal (Case No. 15-3280). The appeals were briefed and argu ed separately, and they largely raise independent issues. Nonetheless, becau se both appeals arise from a common, complicated factual and proced ural background, we consolid ate them for disposition and consider both appeals in this Opinion. For the reasons set forth below, we affirm the district court’s judgment on all grounds.

II. BACKGROUND A. Factual History 1. The Mineral Interests Michael Leathers and Ronald Leathers are brothers, and Louise Leathers was their mother. Louise owned 2.5 sections of land in Haskell County, Kansas (the “Property”). In5 1973, Michael, Ronald, and Louise signed a partnership agreement forming a general partnership called the Leathers Land Company. Louise transferred the surface estate of the Property to the partnershi p, but she reserved ownershi p of the appurtenant mineral estate. When Louise died in 1991, ownership of the mineral estate passed to Michael and Ronald in equal shares. Michael and Ronald also each became 50 percent owners of the Leathers Land Company. In 1996, Michael invoked a mutual buy-out provision of the partnership agreement in order to purchase Ronald’s 50 percent shar e of the Leathers Land Company’s assets. This move led to a dispute between the brot hers which ended in a state-court judgment ordering Ronald to convey his 50 percent intere st in the surface estate of the Property to Michael. On May 11, 1998, Ronald signed a qu it claim deed (the “Quit Claim Deed” or the “Deed”) which transferred all of Ronald’s in terest in the Property to Michael. Critical here, the Deed did not expressly reserve Rona ld’s 50 percent interest in the Property’s mineral estate. The Deed was re corded in Haskell County. In June 2000, Ronald’s wife, Theresa Leat hers, filed for divorce in Kansas state court. In connection with the divorce, Ther esa filed a Notice of Lis Pendens with the Register of Deeds in Haskell County, specifically referencing the Property. 2 While the divorce was pending, Michael began hearing from several energy companies about issues with the title to the mineral right s in the Property. In September

2 A notice of “lis pendens” is “[a] notice, recorded in the chain of title to real property, required or permitted in some jurisdictions to wa rn all persons that certain property is the subject matter of litigation, and that any interests acquired during the pendency of the suit are subject to its outcome.” Lis pendens , Black’s Law Dictionary (10th ed. 2014).6 2000, a representative from Chesapeake Energy Company (“ Chesapeake”) told Michael that the Deed had not reserved to Ronald any mineral rights appurtenant to the Property. The representative tried to contact Ronald as well, but Ronald did not respond. In October 2001, Anadarko Petroleum Corporation (“Anadarko”) contacted Michael about future royalty payments on production from a new we ll. A division order included in the correspondence st ated that Ronald held “no interest” in the mineral rights appurtenant to the Property, th at Michael owned 50 percent of the rights, and that another entity owned the other 50 per cent. Anadarko asked Michae l to make any necessary corrections to the division order before si gning and returning it. Michael edited the division order to show that he and Ronald each owned 50 percent of the mineral rights, and he sent it to Anadarko along with a letter explaining that this reflected the accurate ownership of the mineral estate and also noting his belief that Theresa would receive half of Ronald’s share in their pending divorce. Michael also sent a copy of the letter to Theresa’s attorney. In subsequent communications, Anadarko to ld Michael (1) that he would need to transfer 50 percent of the mineral rights to Ro nald in order to fix the problem created by the Deed, (2) that Anad arko had sent a letter to Ronald informing him of the Deed’s effect, and (3) that payment of one-half of future royalties would be held in a suspense account until the issu e was resolved. In January 2002, Michael began receivi ng, and depositing in his bank account, royalty payments from the new Anadarko we ll. That same month, Ronald stopped7 receiving royalty payments from Chesapeake. Ronald ca lled Chesapeake and was informed of the title problem. In May 2002, Michael testified in Ronald and Theresa’s divorce case regarding the ownership, and value, of the mineral interests in the Property. Despite the unresolved title problem, Michael testified that Ronald owned ha lf of the mineral righ ts. On July 5, 2002, the divorce court entered a divorce decree whic h awarded Theresa a 25 percent interest in the mineral rights in the Property (i.e., half of Ronald’s 50 percent interest). The divorce court did not reform the Deed to reflect a reservation of minera l rights to Ronald. Confusion over owners hip of the mineral estate and entitlement to royalty payments persisted for several more years. Th eresa advised Ronald in 2003, and again in 2004, that she was not receiving royalty ch ecks from Chesapeake, du e to Chesapeake’s concern about the title problem. In April 2004 , Michael received his first royalty payment for production from another new Anadarko well, which he deposited in his bank account. In early November 2005, Ronald sent Mich ael a letter in which Ronald claimed he recently had discovered the problem with the Deed and believed Michael had been receiving royalty payments that should have been paid to hi m. Michael responded about a week later, noting that Ronald was informed of the Deed problem in October 2001 and that Theresa’s attorney was in formed later that year. Michae l offered to help investigate any problems with Ronald’s royalty payments if Ronald provided mo re information, and he agreed to execute a new quit claim deed conv eying to Ronald and Theresa in equal shares the one-half mineral interest Ronald ha d inherited. Ronald did not respond to this offer.8 In December 2006, Michael determined that Ronald and Theresa were not receiving royalty payments on production from several wells and came to believe he had received payments belonging to one or both of them. 2. The IRS Tax Liens Ronald did not file tax re turns during the years 1997 through 2005, but the IRS determined that he owed, and so assessed agai nst him, federal income tax for those years. The IRS then filed several Notices of Fede ral Tax Liens in Haskell County, Kansas, thereby effectively encumbering the Property . In April 2005, and again in September 2006, the IRS filed a tax lien for tax years 1997 through 2002. In November 2007, the IRS completed and mailed to Ronald a tax a ssessment for the year s 2003 through 2005. In February 2008, the IRS filed a tax lien fo r Ronald’s tax liabilities from those years. All told, the IRS concluded that Ronald owed more than $900,000 in income tax, not including interest or penalties. 3. The Dirt Cheap Mine Trust After receiving notice of the first tax liens , Ronald enlisted the services of James Holden to help Ronald protect his assets. Holden drafted and, on October 6, 2006, executed a “Contractual Trust Agreement” whic h created a trust called “The Dirt Cheap Mine” (the “Dirt Cheap Mine Trust” or the “T rust”), ostensibly to “provide a retirement vehicle for Ronald Roy Leathers.” The agre ement appointed Holden as Trustee for the9 Dirt Cheap Mine Trust 3 and contemplated that Ronald would convey to the Trust “a certain chose in action” in ex change for 45/100 units of “Par ticipation” in the Trust. That same day, Ronald signed a notarized document entitled “Irrevocable Assignment of Chose(s) in Actio n” whereby he “convey[ed] al l right, title and interests to [the mineral rights he had inherited] and ‘cho se(s) in action’ flowing from said ‘mineral rights’” to the Trust. The Trust allegedly wa s created to recover Ronald’s portion of the mineral rights appurtenant to the Property and any royalties mi stakenly paid to Michael. But Ronald and Holden both would later concede that the Trust was created to shield Ronald’s assets from the IRS. 4. The Texas Reformation Action On October 20, 2006, an a ttorney named Joe Alfred Izen, Jr., filed a lawsuit on behalf of Ronald and Holden in Texas stat e court against Michael; Michael’s wife, Nancy Leathers; Anadarko; Pioneer Natural Resour ces, USA, Inc.; OXY USA Inc.; and Coastal Petroleum, Inc. The lawsuit sought to reform the Quit Clai m Deed, to recover royalty payments that should have be en paid to Ronald , and to recover damages from Michael. The Texas case was later dismissed for lack of subject matter juri sdiction because it was deemed an in rem action affecting the Property located in Kansas. Meanwhile, on October 23, 2006, Holden signed a notarized document that appointed and retained Izen “to represent the financial interests of [the] Trust.” In exchange for Izen’s services, the document awarded Izen 45 of the remaining 55 units of

3 For simplicity, we refer to James Hold en by his last name only. But in all respects relevant to this case Holden is acting on behalf of the Dirt Cheap Mine Trust, in his capacity as Trustee.10 Participation in the Trust. On October 27, 2006, Hold en executed an “Attorney Consultation and Fee Contract” with Izen on behalf of the Trust, under which the Trust retained Izen for a contingent fee of 45 pe rcent of any amount collected from Michael, Michael’s wife Nancy, and Theresa. Ronald was not a party to either agreement. 5. The Oxy Interpleader Action On February 26, 2007, one month after Michael initiated the present case (which is addressed below), OXY USA Inc. (“Oxy”) filed an interp leader action in the United States District Court for the Southern Distri ct of Texas, naming Michael, Nancy, Ronald, Holden, and the IRS as defendants. O xy was holding approximately $25,000 in suspended royalty payments owed on the disputed one-half mineral interest and sought the assistance of the court in determ ining who was entitled to the money. Michael and Nancy disclaimed any interest in the royalty payments. That left the IRS, on the one hand, and Rona ld and Holden, on the other, w ith competing claims to the money. The district court conc luded, and the attorney for Ronald and Holden seemingly conceded, that Holden was a “fake trustee,” that there was “no substance to the [Dirt Cheap Mine Trust],” and that the Trust was a “fake trust.” Therefore, the district court concluded the IRS had the supe rior claim to the money. Ronald and Holden appealed , and the United States Court of Appeals for the Fifth Circuit affirmed in an unpublished opinion. See OXY USA Inc. v. Holden , 306 F. App’x 69 (5th Cir. 2009) (per curiam) (unpublished). As relevant he re, the Fifth Circuit stated that “[t]he parties conceded [in the district court] that Dirt Cheap Mine Trust was a fake11 trust, and therefore Holden did not have an in terest in the funds superior to Ronald and the IRS.” Id. at 72. B. Procedural History 1. The Present Case, Generally On January 5, 2007, Michael filed three separate acti ons in the Kansas state district court located in Haskell County (the “state court”), seeki ng to quiet title to the disputed one-half mineral interest and th e suspended royalties, pursuant to Kansas Statutes Annotated § 60-1002. Michael name d as defendants Ronald, Holden, Theresa, and the various energy companies with pr oducing wells on the Property. The three actions eventually were consolidated. Ronald and Holden initially were represented by local counsel, who filed answers, counterclaims, and crossclaims on their beha lf. Then, in March 2007, Izen was admitted pro hoc vice to represent Ronald and Holden in the case. In December 2007, Michael discovered the IRS had filed tax liens against Ronald and moved to amend hi s petition and to add the United States as a necessary party. His motions were granted, and on June 16, 2008, Michael file d an amended petition, naming the United States as a party po tentially claiming an interest in the disputed mineral rights and royalties. The United States filed a notic e of removal on July 16, 2008, and the case was removed to the United States District Cour t for the District of Kansas (the “district court”).12 Before and after the amende d petition was filed and the case removed, the parties submitted various answers, counterclaims, and crossclaims. Because many of these separate actions are relevant to the issues on appeal, we summarize them briefly here.

a. Ronald a nd Holden In February 2007, Ronald a nd Holden filed an answer to Michael’s original quiet title petitions in which they asserted affirm ative defenses and br ought counterclaims, crossclaims, and third-party actions. Am ong the defenses asserted were (1) reformation , asking that the Deed be reformed to reflect the parties’ intention that Ronald would retain the one-half mineral interest he had inherited; and (2) unjust enrichment , stating that Michael paid nothing for the erroneously transferred mineral interest and was unjustly enriched by his retention of the interest and receipt of as sociated royalty payments. They also asserted four causes of action as either a counterclaim or a crossclaim:

 Restitution and/or Recove ry of Legal Damages —First, the response asserted a counterclaim against Michael a nd the energy companie s for a decree of restitution ordering that any royalties attri butable to the disputed one-half interest (whether disbursed or held in suspense) be paid to Holden ( not Ronald), since Ronald allegedly assigned his interest to the Trust.

 Breach of Fiduciary Duty and Imposition of Constructive Trust —Second, the response asserted a counterclaim against Michael, al leging Michael owed Ronald a fiduciary duty under Kansas law and breached that dut y in various ways.

 Decree for Complete Accounting —Third, the response asked for a decree directing all other parties, except Theresa, to prepare and file with the district court a complete accounting of all payments made, due, or received, which are attributable to the disput ed one-half interest.

 Declaratory Judgment or Equitable Decree —Finally, as a crossclaim against Theresa, the response asserted Ronald and Hold en are entitled to a decree finding that, to the extent they successfully recover th e mineral interest, royalty money, or other damages, they should re cover those damages free of any claim of13 Theresa. Ronald and Holden asserted that, due to the Deed, Ronald did not own the mineral interest at the time of Theres a and Ronald’s divorce. They therefore claimed the divorce court lacked authority to award Theresa a share of the mineral interest in the decree because it was not marital property. Ronald and Holden summarized their reque sted relief in a list of 15 items, which included reformation of the Deed and an or der declaring that the disputed one-half interest and related royalties are now owned by Holden, as Ronald’s assignee. Neither Ronald nor Holden file d a response to Michael’s amended petition. b. Theresa In February 2007, Theresa filed answers to Michael’s original petitions, requesting that the court enter a decree quieting title, assigning her a 25 percen t interest in the mineral rights, and ordering the energy companies to pay her the corresponding portion of the suspended royalties. On July 30, 20 08, Theresa filed in the state court an “Answer/Cross-claim/Counter-claim” to Mich ael’s amended petition. Because the United States had removed the case already, this pl eading was not transferred to the district court. Theresa then filed a notice of her pleadi ng in the district c ourt, with the pleading attached. Theresa organized her counterclaim agai nst Ronald and Holden, and crossclaim against Michael, under the same heading, genera lly asserting that (1) she is entitled to a judgment declaring her the owner of 25 percen t of the mineral rights appurtenant to the Property, contrary to Michael’s claim; (2) Ronald is barred by res judicata from asserting claims against her that conflict with the divor ce decree; (3) Ronald and Holden’s claims against her should be disallo wed because they are meritless; (4) she should be awarded14 fees associated with defending against Ronald and Holden’s claims; (5) the court should order an accounting, similar to that request ed by Ronald and Hold en; and (6) the court should order that her interest in the mineral estate and royaltie s is free of any claim by the IRS.

c. The United States After removing the case to federal court, th e United States filed its first answer to Michael’s amended petition on Au gust 18, 2008. On June 21, 2010, the government filed an amended answer in which it asserted a si ngle crossclaim agains t Ronald. Specifically, the government brought a civil action under 26 U.S.C. § 7401 to reduce the outstanding tax assessments against Ronald to judgment. The government alleged that, as of May 1, 2010, Ronald owed approximat ely $1.4 million in income ta x for the years 1997 through 2005, including interest, and it asked for a ju dgment against Ronald in that amount, plus future interest. Ronald and Holden answered th e United States’ crossclaim on July 9, 2010, asserting various affirmative defenses. 2. Bifurcation, and First Round of Dispositive Motions in the Quiet Title Phase In November 2008, the district court gran ted the parties’ joint motion for separate trials, ruling that the case should be bifurcat ed. The court determined that the quiet title issues, including Ronald and Holden’s, and Theresa’s, respective counterclaims and crossclaims, should be addre ssed in the first phase of the litigation. All other issues, including the accounting actions and tax matte rs, would be addresse d in a second phase thereafter.15 Between March and April of 2009, Theres a, Michael, and Ronald and Holden each filed motions for summary judgment regarding the first- phase issues and claims. On May 13, 2010, after the motions were fully brie fed and heard, the district court issued a comprehensive order granting Theresa’s motion, and granting in part and denying in part both Michael’s, and Ronald and Holden ’s, motions (“May 2010 Order”). We now summarize the parties’ arguments , and the district court’s fi ndings, with respect to the issues relevant to the present appeals.

a. Reformation and Quiet Title Theresa moved for summary judgment, aski ng the court to grant Michael’s request for quiet title. Specifically, Theresa argued the c ourt should (1) reform the Deed to reflect the parties’ original intenti on that Ronald would reserve hi s one-half mineral interest, and (2) enforce the divor ce decree by awarding her half of Ronald’s 50 percent mineral interest. Michael did not oppo se Theresa’s requested relief. Although Ronald and Holden also sought reformation of the Deed to reflect the parties’ in tent that Ronald retain his 50 percent interest in the minera l estate, they opposed on seve ral grounds Ther esa’s claim to a one-quarter portion of the mineral rights. The district court determined reformati on was appropriate under Kansas law due to mutual mistake because both Michael and Ronald intended that Ronald would retain his one-half interest in the mineral estate wh en he conveyed his one -half interest in the surface estate to Michael by th e Deed. The district court further concluded that the reformation related back to the date the Deed was executed—May 11, 1998—and took16 effect from that date forward, binding all but good faith purchasers in any subsequent transactions. The district court then quiet ed title to the mineral rights in the following shares: 50 percent to Michael, 25 percent to Ronald, and 25 percent to Theres a in accordance with the divorce decree. In doing so, the cour t rejected Ronald a nd Holden’s various arguments opposing Theresa’s claim. First, it disposed of their argument that the divorce court lacked authority to awar d Theresa an interest in the mineral rights because, per the mistake in the Deed, Ronald di d not own the rights at the time of the divorce. The district court found, to the contrary, that Ronald owned the mineral rights at the time of the divorce because the reformation related back to the date the Deed was signed, which occurred before entry of the divorce decree. Next, the court rebuffed several of Rona ld and Holden’s arguments premised on the notion that Theresa was attempting to re open, modify, and/or set aside the divorce decree—e.g., arguments invoking a statute of limitations bar, the domestic relations exception to federal jurisdiction, and other jurisdictional limitations—because the court concluded Theresa was not attempting to do any of those things. Rather, Theresa was asking the court to enforce the divorce d ecree as written. And the district court determined the divorce court’s judgment should be given preclusive effect because Ronald and Theresa had a fair opportunity to litigate their claims in the divorce proceeding. Thus, the district court concluded that, to the ex tent Ronald and Holden were attempting to relitigate the divorce court’s awar d of half Ronald’s mineral interest to Theresa, their claim was barred by res judi cata and full-faith-and-credit principles.17 b. Unjust Enrichment / Constructive Trust Michael, and Ronald and Holden, filed cr oss motions for summary judgment on Ronald and Holden’s claim fo r unjust enrichment and their request that the court impose a constructive trust on royalties which belonge d to Ronald but were paid to Michael. 4 Michael argued the unjust enri chment claim failed as a matte r of law because Ronald did not confer a benefit on him, the claim wa s barred by the doctrine of unclean hands, the claim was barred by the statute of limitations , and Ronald could not recover on the claim in any event because he had transferred his interest to the Dirt Cheap Mine Trust. The district court determin ed that summary judgment was not warranted on the unjust enrichment claim because a reasonable ju ry could find (1) a benefit was conferred on Michael, (2) Michael had an appreciation or knowledge of that benefit beginning in December 2006, and (3) Michael retained or accepted that benefit when he deposited certain disputed royalty payments in his bank account. Turning to Michael’s unclean hands defense, the court concluded a jury sh ould decide, based on the evidence, whether Ronald acted with unclean hand s. Next, the court determined the unjust enrichment claim was not barred by Kansas’s thre e-year statute of limitations because the limitations period

4 Ronald and Holden had claimed that th e court should impose a constructive trust on these payments because Michael breached a fiduciary duty he owed to Ronald. But the court concluded Michael did not owe Ronald a fiduciary duty, and no party challenges that determination in either appeal. The dist rict court explained, however, that because a constructive trust is an equitable remedy, as opposed to an independent claim, Ronald and Holden could request a c onstructive trust as a remedy for their unjust enrichment claim.18 did not begin to run until Mich ael knew of the misapplied roya lty payments, which a jury could find to be December 2006 5 —within the limitations period. 6
3. Culmination of the Quiet-Title Phase Following the May 2010 Order, the parties pa rticipated in a pretrial conference, and on July 12, 2011, the district court issued a pretrial order which, among other things, defined the scope of the remaining factual and legal issues in the quiet title stage. Around this time, the parties submitted va rious additional dispositive motions. Theresa moved for summary judgment on her remaining claim of unjust enrichment against Michael. In late July 2011, Ronald and Holden filed a “First Amended Counter-claim and Cross-claim” in which they reasserted many of their prior claims addressed in the May 2010 Order an d pleaded counterclaims for conversion and fraud-by-silence against Mich ael. They then moved for summary judgment on the conversion and fraud-by-silence claims. Mi chael filed a motion to dismiss or for summary judgment on th ose counterclaims. On May 29, 2012, the district court issu ed an order addressing these and other motions (“May 2012 Order”). It denied Theresa’s motion fo r summary judgment against Michael on her unjust enrichment claim “essentia lly for the same reasons as set out in the

5 Although the court’s order says January 2006, it is apparent, based on the court’s findings with respect to the second element of unjust en richment, that this is a typographical error.

6 Ronald and Holden also moved for summa ry judgment on the validity of the Dirt Cheap Mine Trust, asking that the district cour t find it is a valid trust. The district court declined to rule on th at issue at that time because not all parties had been given a chance to present arguments on it.19 [May 2010 Order]” with respect to Ronald and Holden’s unjust enrichment claim. The district court also denied Michael’s mo tion to dismiss the conversion and fraud-bysilence counterclaims; however, it granted Mi chael’s alternative request for summary judgment as to both. Thus, after the May 2012 Order, there remained two unresolved issues in the first phase of the litigation: (1) “Do the royalty pa yments received by Michael result in a constructiv e trust for Ronald and Ther esa?” and (2) “Was Michael unjustly enriched?” After the energy companies had submitted their royalty accountings, Michael filed another motion for summary judgment reques ting that the district court limit his monetary exposure on the unjus t enrichment claims. On Augu st 28, 2013, the district court granted Michael’s motion (“August 2013 Order”). The court found that the amount of money received by Michael which should have been paid to Ronald and Theresa was $32,665.96 and that this figure represente d Michael’s maximum li ability on the unjust enrichment claims. Because Ronald and Th eresa each were entitled to half of that amount, Michael’s maximum liability on each claim was $16,332.98. Theresa died at some point during the litigation, and the representative of her estate accepted an offer of judgment from Michael for $16, 332.98. The district court entered judgment against Michael for this am ount in December 2 013. Although Ronald and Holden’s parallel claim initi ally was set for an October 2014 bench trial, along with tax issues from the second stage of the case , the bench trial was postponed when the court learned that Ronald had filed for bankruptcy in Co lorado. Thereafter, Holden accepted an offer of judgment from Michael for $16,332.98, and on September 2, 2015, the district20 court approved a stipulated order of par tial judgment resolving the unjust enrichment claim in favor of Holden and against Michael. The stipulated order declared that Holden held the unjust enrichment clai m by virtue of Ronald’s assi gnment of his choses in action to the Trust in 2006. The district court later noted that Ronald “has waived or is estopped from challenging Holden’s settle ment of the unjust enrichment claim with [Michael], based on Ronald’s representation that Hold en was his assignee on this claim.” These judgments disposed of the unjust enrichment claims and brought the quiet title phase of the bifurcated proceed ings to an end. 4. The Tax Phase As noted above, after the Un ited States removed this case to federal court, it filed a crossclaim against Ronald se eking to reduce Ronald’s outst anding tax debt to judgment. Ronald and Holden filed an answer to the crossclaim in which they raised various affirmative defenses and sought attorney fe es “they incurred in proving ownership of the mineral interests in question ag ainst which the United States purports to assert a lien.” On November 28, 2012, the United Stat es moved for summary judgment on its crossclaim and for dismissal of Ronald an d Holden’s claim for attorney fees. The government submitted exhibits showing that Ronald faile d to pay income taxes from 1997 to 2005 and that, as of September 21, 2012, he owed the IRS $1,561,117.06. Ronald and Holden, through I zen, opposed the motion on various grounds. They asserted that, even if the IRS had a valid claim to royalty payments fro m Ronald’s mineral interest, Izen’s contingent fee agreement with the Trust gave him a supe rpriority lien on any recovery by the Trust over an d above any tax lien, pursuant to 26 U.S.C. § 6323(b)(8).21 On May 3, 2013, the district court issued an order granting in part and denying in part the United States’ moti on (“May 2013 Order”). Based la rgely on deficiencies in Ronald and Holden’s response, the district court concluded th at the government’s version of the facts was uncontroverted. The court th en granted summary judgment for the United States on Ronald’s tax debt for the years 19 97 and 1999 through 2005, and reduced the assessments from those years to judgment. But it decided that a factual dispute precluded summary judgment as to tax year 1998. The district court also concluded that all royalties found owi ng to Ronald would be subject to the IRS tax liens, but it did not finally determine the priority of those liens vis-à-vis other claims. The court rejected the government’s contention that the “fake trust” findings made in the Oxy interplead er action collaterally estopped Ronald and Holden from arguing Ronald’s assignment to the Trust gave the Trust a valid claim to the royalties. Specifically, the court concluded th e finding of the Texas federal court—that Ronald and Holden had conceded the Trus t was a “sham”—did not represent a final adjudication on the merits of the Trust’s valid ity because the validity of the Trust was not actually litigated in that case. The court rese rved the issue for trial, “express[ing] no opinion . . . on the validity of the trust or the purported assignment by Ronald.” And the district court granted the government’s summ ary judgment motion with respect to Izen’s claim for attorney fees under 26 U.S.C. § 6323(b)(8), but it did so without prejudice to reassertion of the clai m at a later time. Next, in December 2013, the United Stat es filed a motion for summary judgment seeking to foreclose its tax liens and establis h their priority. Holden (apparently without22 Ronald) filed a cross motion for partial summ ary judgment. On February 27, 2014, the district court issued an order granting in part and denying in part the United States’ motion and denying Holden’s (“February 2014 Order”). The court concluded that the tax lien for the years 1997 and 1999 through 2002, which the IRS first filed in April 2005, had first priority to the royalties from Ronald ’s share of the mineral interest, and that Holden had conceded as much. But the court determined there was a triable issue of fact as to the priority of the lie n for the years 2003 through 2005. Because Ronald purportedly transferred his mineral interest and choses in action to the Trust in October 2006, and the IRS did not file a lien on the 2003–2005 taxes until 2008, the c ourt explained that the lien for those years would not be valid agains t the Trust “unless [the United States] establishes that Ronald fraudulently tran sferred his interest to the trust.” Thus, the parties prepared and submitte d briefing for a bench trial on the remaining issues in the case: (1) the United St ates’ claim against Ronald for unpaid taxes from 1998; (2) the validity of the Dirt Cheap Mine Trust a nd/or Ronald’s October 2006 transfer to it; and (3) Izen’s renewed request for attorney’s fees pursuant to 26 U.S.C. § 6323(b)(8). The district court held a benc h trial on September 17, 2015 and issued its rulings in a written order on September 25, 2015 (“September 2015 Order”). First, the court held that the United St ates was entitled to judgment on its claim against Ronald for $192,205.24 in unpaid ta xes from 1998. Second, the district court found that “Ronald’s transfer of the chose-in -action involving his mineral rights to the trust (as well as the transfer of the mineral ri ghts, to the extent he purported to transfer them) constituted a fraudulent transfer with resp ect to his tax debt to the IRS.” The court23 reasoned that the “circumstan ces surrounding the transfer and the deposition testimony of Ronald and Holden show that Ronald’s intent in making th e transfer was to hinder the IRS from collecting Ronald’s tax debt.” Indeed , the district court found that “the whole purpose of the trust was to attempt to re move from the reach of the IRS the mineral interest and any royalties to which Ronald wa s or would be entitled.” The court noted that Holden himself had acknowledge d that, “if Ronald’s purpos e had been merely to sue Michael to obtain a share of the mineral ri ghts and royalties, he could have simply retained Izen to purs ue the claim on a contingency fe e basis and wouldn’t have needed any sort of trust or transfer of property.” As a result, the district court declared the transfer to be “null and void” and held “the fe deral tax liens are senior to any interest in the property claimed by Ronald Leathers, the Dirt Cheap Mine Trust, or James Holden.” The court accordingly held that the govern ment was entitled to a final judgment against Ronald in the amount of $1,545,779.36, wh ich represented Ronald’s current, combined tax obligations for the years 1997 through 2005. Finally, the district court granted Izen’s request for attorney fees, in part. Izen requested a total of $164,178.16 in fees and costs, but the court awarded him a total of $39,689.88. Pursuant to 26 U.S.C. § 6323(b )(8), the court held Izen had a lien in that amount which was superior to the federal tax liens. 5. Post-Judgment The September 2015 Order disp osed of all remaining issues in the case. On the same day the order was issued, the court entered a judgment which briefly summarized its various rulings throughout the bifurcated proceedings. On Octo ber 23, 2015, Holden24 and Izen together filed a “motion for new tr ial and motion for amen ded and/or additional findings,” and Izen separately filed a “motio n for rehearing or new trial and motion for amended and/or additional findings.” The district court denied both motions on November 19, 2015. Ronald filed a timely appeal from the dist rict court’s judgment, and Holden and Izen jointly filed a separate appeal. Although th e three acted together in the district court, with Izen representing both Ronald and Holden in his capacity as Trustee, their interests are not aligned on appeal. Theresa’s appella te interests are be ing pursued by her successors, Ronda R. Olson and Rustin R. Leathers, but for the sake of clarity, we continue to refer to the claims as Theresa’s. We have jurisdiction under 28 U.S.C. § 1291. In the interest of clarity, we address th e substantive aspects of the two appeals separately, beginning with Ronald ’s appeal before turning to Holden and Izen’s. For the reasons set forth below, we affirm the di strict court’s judgment on all grounds.

III. CASE NO. 15-3264, RONALD’S APPEAL Ronald lists ten issues in the statement of issues section of his brief, but the argument section does not address each issu e. We have identified the issues Ronald actually briefs as: (1) the state court lacked subject matter jurisdiction over the initial quiet title actions because Michael did not have standing, and therefore the state court’s orders are void; (2) the district court also lacked subject matter jurisdiction; (3) Izen’s simultaneous representation of Ronald and Holden created a conflict of interest; (4) the Dirt Cheap Mine Trust is a sh am trust; (5) Ronald’s minera l interest and royalties were taken in violation of due process; and (6) the district court erred in limiting Michael’s25 potential liability for un just enrichment damages to mi sapplied payments received in December 2006 or later. We address a nd reject these arguments in turn. A. The State Court’s Jurisdiction Ronald first contends that Michael lack ed standing to bring the underlying quiet title actions in Kansas state court and that th e state court therefore lacked subject matter jurisdiction. 7 Specifically, Ronald argues Michael ha d no legitimate claim to the one-half mineral interest and therefore could not br ing an action under the Kansas quiet title statute, Kansas Statut es Annotated § 60-1002. 8 According to Ronald, because the state court did not have jurisdiction, its “orders . . . allowing Attorney Izen to practice, Michael to amend his petition, and the United States to be added as an indispensable party are void.” We disagree. “[S]tanding is a jurisdic tional issue in Kansas.” 9 Mid-Continent Speci alists, Inc. v. Capital Homes, L.C. , 106 P.3d 483, 488 (Kan. 2005). “T he issue of whether a party has

7 Aside from the issue of standing, the state court otherwise had jurisdiction because it is the court located in the same county as the Property. See Kan. Stat. Ann. § 60-601(b)(1); see also Crone v. Nuss , 263 P.3d 809, 820 (Kan. App. 2011) (“The trial court, being in the county in Kansas in wh ich the disputed land was situated, acquired the jurisdiction to determine each party’s interest .” (citing Kan. Stat. Ann. §§ 60-601(b)(1), 60-1002)).

8 Although Ronald’s heading introducin g the standing discussion invokes the federal-law concepts of “Article III standi ng” and “prudential standing,” he does not reference either of these federal concepts in the argument section. Rather, Ronald cites only to Kansas law.

9 The parties assume Kansas law contro ls the question of whether Michael had standing to bring the underlying quiet title actions in state court. Cf. City of Moore v. Atchison, Topeka, & Santa Fe Ry. Co. , 699 F.2d 507, 511 (10th Cir. 1983) (applying state law to determine standing in case removed to federal court on the basis of diversity).26 standing in a judicial action . . . presents a question of law.” Sierra Club v. Moser , 310 P.3d 360, 367 (Kan. 2013). Like other jurisd ictional issues, we review questions of standing de novo. Meyer v. Christie , 634 F.3d 1152, 11 56 (10th Cir. 2011); accord MidContinent Specialists , 106 P.3d at 488. Under Kansas law, “[s]tanding to sue means that a part y has a sufficient stake in an otherwise justiciable controversy to obtain judicial resolution of that controversy.” Dutoit v. Bd. of Cty. Comm’rs , 667 P.2d 879, 887 (Kan. 1983). A plaintiff must satisfy both the relevant statutory standing requir ements, if any, as well as traditional or common-law standing requirements. See Moser , 310 P.3d at 367–69. “[T]o demonstrate common-law or traditional standing, a person su ing individually must show a cognizable injury and establish a causal connection between the injury and the challenged conduct.” Id. at 369. Kansas’s quiet title statute creates a “[r]i ght of action” that “may be brought by any person claiming title or intere st in personal or real property, including . . . mineral or royalty interests, against any person who claims an estate or interest therein adverse to him or her, for the purpose of determining su ch adverse claim.” Kan. Stat. Ann. § 60- 1002(a). “Thus, in order to pr operly bring a quiet title acti on pursuant to the statute, a person must claim ‘title or inte rest’ in the real property.” Dubowy v. Baier , 856 F. Supp. 1491, 1497 (D. Kan. 1994) (dis cussing Kan. Stat. Ann. § 60 -1002). The person against whom the action is brought must “claim[] an esta te or interest therein which is adverse to that of the owner” who filed the action, and “[t]he action may be brought for the purpose of determining such adverse claims.” LaBarge v. City of Concordia , 927 P.2d 487, 49427 (Kan. App. 1996) (internal quotation marks omitted). “Ordinarily a quiet title action is brought to remove a cloud from the title . . . .” Ford v. Sewell , 366 P.2d 285, 289 (Kan. 1961). Here, Michael had standing under § 60-1002. In his original petitions filed January 5, 2007, Michael claimed ownership of the dis puted one-half mineral interest by virtue of the Quit Claim Deed and asked that title to th at interest be quieted in him. He also detailed the ways in which the “clouded title ” to this interest was impeding royalty payments, and he identified “at least three c onflicting claims to the undivided [one-half] interest”: his own claim, Ronald’s (and the Tr ust’s) claim, and Theresa’s claim. Thus, we have here “a factual situation which . . . meet[s] the definition of a quiet title action: two [or more] parties asserting adverse interest s with regard to certain mineral rights.” Ferrell v. Ferrell , 719 P.2d 1, 4 (Kan. App. 1986). Ronald seeks to confute Michael’s standing by arguing, essen tially, that Michael either (1) could not “claim” the one-half mineral intere st because the divorce court had already distributed that interest and Michael had testified in the di vorce case that Ronald owned the interest; or (2) did not “claim” the interest because he eventually changed his position and conceded to the interest being allo cated to Ronald and Theresa. Ronald also seems to argue that Michael could not or di d not claim ownership of the one-half mineral interest because the interest was never tran sferred to Michael in the first place. But these arguments ignore several critical and undisputed facts. First, the Deed did transfer Ronald’s one-half mineral interest in the Property to Michael, as the district court concluded. Although the district c ourt further found that this transfer was28 unintended, the Deed nonetheless made Mich ael the legal owner of 100 percent of the mineral estate in the Property. And because the Deed had no t yet been reformed at the time of the divorce decree, the divorce court’s allocation of one-half of the mineral estate between Ronald and Theresa further clouded title. Michael’s testimony in the divorce case reflects that he knew there was a title problem but believed it eventually would be resolved in Ronald’s favor. By the time Michael filed his quiet title action, he had revised his position to claim ownership of the entire mi neral estate based on the Deed. In short, Michael had a valid claim to the disputed mi neral interest by virtue of the Deed, and Ronald’s contention to the contrary is meritless. Nor does Michael’s eventual de sertion of his claim to th e interest deprive him of standing, which is measured as of the time a plaintiff files suit. See U.S. Bank Nat’l Ass’n v. McConnell , 305 P.3d 1, 6–8 (Kan. App. 2013); accord Davis v. Fed. Election Comm’n , 554 U.S. 724, 734 (2008) (“ [T]he standing inquiry remain s focused on whether the party invoking jurisdiction had the re quisite stake in the outcome when the suit was filed .” (emphasis added)); Brown v. Buhman , 822 F.3d 1151, 1164 (1 0th Cir. 2016). Although Ronald alleges that Michael abandoned his pu rsuit of the half interest in the mineral estate “[o]ne week after the filing of his am ended petition,” Ronald fa ils to mention that the amended petition was itself filed more than a year after the initial quiet title petitions. Ronald points to no authority suggesting that Michael’s later change of position can override the standing conferred by his initial pleadings asserting his legitimate claim to ownership under the Deed.29 Ronald also ignores the fact that Mi chael’s change in position occurred after Ronald himself had asserted various counte rclaims and crossclaims and had asked the state court to reform the Deed and quiet title to the disputed intere st. In Kansas, “[a]s a general rule a . . . counterclaim or cross-clai m has the nature, characteristics and effect of an independent action or suit by one party against another. Accordingly, . . . a demand pleaded by way of a . . . counterclaim or cross-claim is regarded as an affirmative action . . . .” Mynatt v. Collis , 57 P.3d 513, 525 (Kan. 2002) (i nternal quotation marks omitted). Ronald does not dispute the state court’s jurisdiction over these independent claims seeking the same relief as Mich ael’s initial actions. Thus, even if we were convinced that Michael’s decision mid-litigation to relinquish hi s claim to one-half of the mineral estate affected the state court’s jurisdiction over Michael’s § 60-1002 claims, we still would conclude the state court had jurisdiction over the case by virtue of the counterclaims and crossclaims. Cf. Caplinger v. Carter , 676 P.2d 1300, 1304 (Kan. App. 1984) (stating that a counterclaim can remain pending for independ ent adjudication even after the plaintiff’s claims have been dismissed). We therefore reject Ronald’s argument th at the state court lacked subject matter jurisdiction and his corresponding claim th at the state court’s orders are void. B. The District Court’s Jurisdiction Ronald also contends the federal district court lacked subject matter jurisdiction and that its orders, too, are voi d. Reviewing the issue de novo, see Knight v. Mooring30 Capital Fund, LLC , 749 F.3d 1180, 1183 (10th Cir. 20 14), we reject Ronald’s arguments and conclude the district court had jurisdiction. 10 Ronald first argues that the district court lacked jurisdiction be cause the state court lacked jurisdiction, due to Michael’s alleged lack of standing. Because we have concluded that the state court did have ju risdiction, we reject this contention. Next, Ronald seems to assert that the district court di d not have federal question jurisdiction over the Kansas quiet title claims. Bu t the district court’s assertion of subject matter jurisdiction did not rest on federal question jurisdicti on. When Michael learned of the federal tax liens on Ronald’s property and added the United St ates as a necessary party to the state-court litigation, he did so under the authority of 28 U.S.C. § 2410, which waives the United States’ sovereign immunity with resp ect to state-court quiet title actions concerning property over whic h the government has asserted a lien. 11 See 28 U.S.C. § 2410(a); Guthrie v. Sawyer , 970 F.2d 733, 735 (10th Ci r. 1992). “As a trade off for the waiver of sovereign immunity, [28 U.S.C. § 1444] permits the government to

10 In their answer to Ronald’s opening brie f in Case No. 15-3264, Holden and Izen agree that Michael had standing in the state c ourt and that the district court generally had jurisdiction, but they argue the district cour t did not have jurisdic tion to issue certain rulings concerning Theresa Leathers. We addre ss their contentions on this latter point in our discussion of their appeal , Case No. 15-3280, below.

11 While Michael’s amended petition does not expressl y reference 28 U.S.C. § 2410, it satisfies the mandatory pleading requirements of § 2410(b) with deliberate precision. See Dahn v. United States , 127 F.3d 1249, 1251 (10t h Cir. 1997) (explaining that pleading must comply with requirements of § 2410(b) to invoke the statutory waiver of sovereign immunity in § 2410(a)). Mi chael also complied with the service requirements of § 2410(b), and the summons does reference that statutory provision explicitly.31 remove to federal court any such case initiated in state court.” 12 Hussain v. Boston Old Colony Ins. Co. , 311 F.3d 623, 629 (5th Cir. 2002). Section 1444 gives the United States “a substantive right to remove, independent of any other jurisdictional limitations.” Id. (internal quotation marks omitted); see also Hudson Sav. Bank v. Austin , 479 F.3d 102, 105 (1st Cir. 20 07) (“28 U.S.C. § 1444 . . . confers upon the federal government an absolu te right to remove to federal court [quiet title] actions in which it is named as a defendant . . . .”). In other word s, at the time this case was removed, the district court’s juri sdiction was premised on §§ 2410 and 1444, and not, as Ronald clai ms, on 28 U.S.C. § 1331. See City of Joliet v. New West, L.P. , 562 F.3d 830, 833 (7th Cir. 2009) (“[T]he presence of the nati onal government as a party with a security interest in the real estate su pplies jurisdiction.” (citi ng 28 U.S.C. §§ 1444, 2410)); Hussain , 311 F.3d at 629 (“Once the applic ability of § 2410(a) is established, federal subject matter jurisdiction is present on the basis of § 1444.”); see also Quality Loan Serv. Corp. v. 24702 Pallas Way , 635 F.3d 1128, 1131–32 (9th Cir. 2011); 14C Charles Alan Wright et al., Federal Practice and Procedure § 3728, at 307 (4th ed. 2009). We therefore reject this argument, too. 13

12 28 U.S.C. § 1444 provides: “Any action brought under section 2410 of this title against the United States in any State court may be remove d by the United States to the district court for the district and di vision in which the action is pending.”

13 Although § 1444 supplies a valid basis fo r removal and federal jurisdiction in this case, the United States di d not expressly invoke § 1444 in its notice of removal. This omission looks to have been an inadvertent ov ersight, but we note that even if it could have rendered the removal procedure defectiv e in some way, the defect would not alter our decision. This is because the United States’ crosscla im against Ronald under 26 U.S.C. § 7401, asserted promptly upon remo val, provided an independent basis for the32 Finally, Ronald spends two or three sentences articulating his belief that the district court was precluded by “the doctrines of res judicata and Rooker-Feldman ” from reforming the Quit Claim Deed because the prio r divorce decree already established that Ronald owned the one-half mine ral interest. While it is not apparent how these arguments relate to the district court’s subject matter ju risdiction, we need not dwell on that question because both points can be rejected on the merits. The res judicata contention is inadequate ly briefed and therefore waived, as Ronald cites no legal authority and offers no explanation beyond his bare assertion that res judicata precludes reformation in this case. See United States v. Pursley , 577 F.3d 1204, 1228 (10th Cir. 2009) (rejecting an argu ment a party “mention[ed], but d[id] not justify,” and did “not cite a single case to support,” under “the principle that arguments inadequately briefed in the opening brief ar e waived” (alteration and internal quotation marks omitted)). This contenti on is also meritless, as Mich ael was not a party to, and neither quiet title nor reformation was litigated in, the divorce case. See Lenox MacLaren Surgical Corp. v. Medtronic, Inc. , 847 F.3d 1221, 1239 (10th Cir. 2017) (stating that two of the requisite elements of res judicata are “i dentity of parties or pr ivies in the two suits” and “identity of the cause of action in both suits” (inter nal quotation marks omitted)).

district court’s jurisdiction from that point forward. See 26 U.S.C. § 7402; 28 U.S.C. §§ 1331, 1340, 1345, 1 367. And an error in a statut ory removal procedure does not warrant reversal of a judgmen t on appeal if “the federal trial court would have had original jurisdiction of the controversy had it been brought in the federal court in the posture it had at the time . . . of the entry of the judgment.” See Feichko v. Denver & Rio Grande W. R.R. Co. , 213 F.3d 586, 590–91 ( 10th Cir. 2000) (quoting Am. Fire & Cas. Co. v. Finn , 341 U.S. 6, 16 (1951)); accord Caterpillar Inc. v. Lewis , 519 U.S. 61, 72–73 (1996).33 The argument concerning Rooker-Feldman —a doctrine Ronald recognizes “is not a jurisdictional matter”—fails for equally straightforward reasons. “ Rooker-Feldman precludes federal district courts from effec tively exercising appella te jurisdiction over claims actually decided by a state court and cl aims inextricably inte rtwined with a prior state-court judgment.” Mo’s Express, LLC v. Sopkin , 441 F.3d 1229, 1233 (10th Cir. 2006) (internal quotation marks omitted). The doc trine “is confined to . . . cases brought by state-court losers complaining of injuri es caused by state-court judgments rendered before the district court proceedings commenc ed and inviting district court review and rejection of those judgments.” Exxon Mobil Corp. v. Sa udi Basic Indus. Corp. , 544 U.S. 280, 284 (2005). Here, the quiet title and refo rmation claims were not addressed by the state divorce court, and the district court di d not review or reject the divorce court’s judgment. Furthermore, as a non-party to th e state divorce proceedings, Michael cannot be deemed a state court “loser.” The Rooker-Feldman doctrine therefore does not apply. Thus, we conclude the district court had jurisdiction and reject Ronald’s various arguments to the contrary. C. Conflict of Interest Ronald’s next complaint is that Izen ha d an undisclosed conflict of interest and should not have been represen ting Ronald in the district court proceedings. Ronald’s treatment of this claim in his brief begins with a page-long quote of paragraphs (a) and (b) of ABA Model Rule of Professional Conduct 1.7. Paragraph (a) forbids representation that involves a concurrent conflict of intere st, and paragraph (b) lists circumstances under which the representation may procee d despite a concurrent conflict. See Model Rules of34 Prof’l Conduct r. 1.7(a)–(b) (Am. Bar Ass’n 2014). Immediately follo wing this excerpt, Ronald contends that Izen “violated every subsection.” We need not decipher the particulars of Ronald’s argument or decide whether a conflict existed because, regardless, this issue is inadequately briefed and is not properly before us. Aside from the quot ed ABA Rule, Ronald cites to no legal authority, and his discussion consists largely of tangential refere nces to other substantive areas of the case. Cf. Birch v. Polaris Indus., Inc. , 812 F.3d 1238, 1249 (10t h Cir. 2015) (declining to consider argument as “unsupported and inad equately briefed” where the allegations offered in support of the argument were “in most cases vague, confusing, conclusory, and unsupported by r ecord evidence”). 14 Plus, this argument is forfeited because Ronald did not raise it in the district court. See Hall v. U.S. Dep’t of Labor , 476 F.3d 847, 861 (10th Cir. 2007). Although it may have been difficult for him to do so, since Izen was his attorney at that time, Ronald does not provide any authority outlining an exception to the application of normal forfeiture principles in a situation such as this or even offer a theoretical rationale for such an exception. We therefore declin e to consider the merits of this issue. See Namoko v. Co gnisa Sec., Inc. , 264 F. App’x 753, 755 (10th Cir. 2008)

14 Even if his argument had been coheren tly briefed, Ronald does not ask for any specific relief on the basis of this asserted conf lict. We have held before that deciding an issue under these circumstances would amount to rendering an advisory opinion, which is something we cannot do. See Pub. Serv. Co. of Colo. v. EPA , 225 F.3d 1144, 1148 n.4 (10th Cir. 2000) (“This court would violate Article III’s prohibition against advisory opinions were it to [decide a question of law] without ordering some related relief.”); United States v. Burlington N. R.R. Co. , 200 F.3d 679, 699 (10t h Cir. 1999) (similar); cf. Mercado v. Wiley , 200 F. App’x 765, 766 (10th Cir. 2006) (unpublished) (denying motion submitted with appellate brief because it did “not appear to request any relief that we have authority to grant”).35 (unpublished) (declining to consider for the fi rst time on appeal plaintiff’s argument that his counsel in the district court violated the Colorado Rules of Professional Conduct). 15
D. Limitation on Unjust Enrichment Liability Finally, Ronald argues the district c ourt erred in concluding that Michael’s liability for unjust enrichment sh ould be limited to misapplied payments he received in or after December 2006, which the district cour t found to be the po int at which Michael realized he was being overpaid. The district court based this determ ination on the second element of an unjust enrichment claim unde r Kansas law, which requires that “the defendant appreciated and has knowledge of the benefit” c onferred on him by the

15 Ronald raises two additional arguments th at we decline to consider for similar reasons. First, Ronald asks us to “declare the [Dirt Cheap Mine] Trust a sham and, as such, issue any orders necessary to remove it from this case, terminate its existence, set aside any judgment in favor of the Trust, and bar it from filing any further pleadings or claims in this matter.” We reject this argum ent as inadequately briefed and irrelevant. Ronald points to no record evidence, and cites to no relevant legal au thority, in support of this contention. See Birch v. Polaris Indus., Inc. , 812 F.3d 1238, 12 49 (10th Cir. 2015); United States v. Pursley , 577 F.3d 1204, 1228 (10th Cir. 2009). Nor does he explain why consideration of this issue on appeal is appropriate, where the district court saw no need to decide whether the Trust—as opposed to the transfer in avoidance of the tax lien—was a sham. Second, Ronald contends, in passing, that the state and district courts’ “lack of subject matter jurisdiction, coupled with the fraudulent nature of the Trust and actions by Holden and Attorney Izen, denied Ronald due process in the taking of his mineral interest and royalties.” As discussed, ho wever, the state and federal tr ial courts had jurisdiction. And Ronald offers nothing in support of his due process cl aim other than a citation to Automatic Feeder Co. v. Tobey , 558 P.2d 101, 104 (Kan. 1975), which states the unremarkable proposition that a court’s judgme nt is void if the court acted in a manner inconsistent with due process. As a result, we reject this argument as inadequately briefed and frivolous.36 plaintiff. 16 See Univ. of Kan. Hosp. Auth. v. Bd. of Comm’rs , 327 P.3d 430, 441 (Kan. 2014). But according to Ronald, knowledge is a prerequi site for an unjust enrichment claim to accrue and for the statute of limita tions to commence, but it is not a limit on restitution of amounts received before the defendant gained that knowledge. Ronald maintains the district court erred in gi ving the requirement the latter effect. 17 While this argument, if properly raised, might present an interesting issue, we decline to consider it on the merits. Like so many of the arguments Ronald raises on appeal, this argument is not adequately briefe d. Ronald simply stat es that the second element of unjust enrichment “does not create a bar of recovery for a benefit conferred before the Defendant knew of th e benefit” without elaborating further or citing any legal authority in support. Thus, we are free to end our inquiry by deeming this contention waived. See Phillips v. Calhoun , 956 F.2d 949, 953 (10t h Cir. 1992) (declining to consider argument that was not “minimally supported by le gal argument or authority”). But the argument also fails because Ronald cannot raise it. Ronald is not the real party in interest for the unjust enrichment cl aim because he assigned his choses in action

16 Kansas law requires a plaintiff bringing an unjust enrichment claim to establish the following elements: “(1) the plaintiff c onferred a benefit on the defendant; (2) the defendant appreciated and has knowledge of the benefit; a nd (3) the defendant accepted and retained the benefit under circumst ances that make the retention unjust.” Univ. of Kan. Hosp. Auth. v. Bd. of Comm’rs , 327 P.3d 430, 441 (Kan. 2014).

17 The district court’s finding, in the Ma y 2010 Order, that Michael did not have knowledge of the benefit being conferred un til December 2006 form ed the basis for the court’s subsequent decision, in the August 2013 Order, to limit Michael’s damages on the unjust enrichment claims to a maximum of $ 32,665.96. This figure represents royalty payments associated with the di sputed one-half mineral interest that were paid to Michael from December 2006 to October 2008, when those royalties began to be held in a suspense account.37 to Holden, who settled the claim through a stipulated judgment. See Wade v. EMCASCO Ins. Co. , 483 F.3d 657, 674–75 (10th Cir. 2007) (“Kansas law requires that every legal action be prosecuted by the real party in inte rest. . . . Where the injured party assigns all of his rights to a third party, the assignee becomes the real party in interest and the assignor can no longer pursue a claim on his own behalf.”). Ronald does not contest that a claim for unjust enrichment is an assignable chose in action under Kansas law. See Bolz v. State Farm Mut. Auto. Ins. Co. , 52 P.3d 898, 901 (Kan. 20 02) (“It has long been recognized in Kansas that all choses in action, except torts, are assignable.”); Regal Ware, Inc. v. Vita Craft Corp. , 653 F. Supp. 2d 1146, 1151 (D. Kan. 2006) (“[U]njust enrichment is a quasi-contractual remedy, no t a tort.”). Nor does he address, let alone offer a reason for us to reject, the district c ourt’s conclusion that he “has waived or is estopped from challenging Holden’s settlement of the unjust enri chment claim with [Michael], based on [his] re presentation that Holden was his assignee on this claim.” Because this argument is inadequately br iefed, and because the unjust enrichment claim has been assigned and settled, we reject Ronald’s challenge to the district court’s statute of limitations ruling w ith respect to that claim. * * * For the reasons set forth above, we conclu de Ronald has raised no valid challenge to the district court’s rulings. We therefore affirm the district court’s judgment on all grounds raised in Case No. 15-3264. Having done so, we now turn to the substantive issues raised in Case No. 15-3280.38 IV. CASE NO. 15-3280, HOLDE N AND IZEN’S APPEAL In their separate appeal, Holden a nd Izen present eight issues for our consideration. Distilled and gr ouped together where sensib le, their arguments are as follows: (1) the district court erred in allo cating to Theresa 25 percent of the mineral rights appurtenant to the Proper ty; (2) the district court erred in concluding Ronald and Holden’s conversion co unterclaim was barred by the stat ute of limitations; (3) the district court erred, both procedurally an d substantively, in determining that Ronald’s transfer of his choses in action to the Dirt Cheap Mine Trust was fraudulent with respect to Ronald’s tax debt to the IRS; and (4) the district c ourt abused its discretion in resolving Izen’s request for attorney fees. Addressing these arguments in turn, we re ject them all and affirm the district court’s decision in full. A. Arguments Concerning Theresa’s Interest Holden and Izen begin with several argumen ts for why the district court erred in awarding Theresa half of Ronald’s one-half mineral interest based on the state divorce decree. The premise on which all these arguments rest is Holden and Iz en’s belief that the divorce court’s distribution of the mineral in terest between Ronald and Theresa was void because, due to the error in the Quit Claim Deed, Ronald di d not then own the interest. According to Holden and Izen , the district court therefore effectively reopened and corrected or modified the divo rce decree when it allocated ha lf of Ronald’s interest to Theresa. This, they argue, was impermissi ble both under the applicable statute of limitations and because of a jurisdictional bar.39 But the key assumption under lying Holden and Izen’s arguments—i.e., that the divorce court’s division of the mineral intere st is void because Ro nald did not own the interest at the time of the divorce—is flaw ed. Holden and Izen fa il to acknowledge the district court’s conclusion that, because the re formation of the Deed relates back to the Deed’s execution, Ronald di d own the interest during the divorce and the divorce court therefore had authority to distribute half of th at interest to Theresa. As we now explain, the district court’s conclusion is correct, a nd as a result, Holden and Izen’s arguments necessarily fail. We review the distri ct court’s legal conclusions de novo. Smalley & Co. v. Emerson & Cuming, Inc. , 13 F.3d 366, 367 (1 0th Cir. 1993) (“When considering a grant of summary judgment we review the dist rict court’s conclusions of law de novo . . . .”). Under Kansas law, “[r]eformation is an equitable remedy available to correct mutual mistakes of fact.” Conner v. Koch Oil Co. , 777 P.2d 821, 825 (Kan. 1989). “When a mutual mistake is made in describing property in a deed and the instrument does not convey the property intended, the d eed may be reformed to conform to the parties’ original intentions.” Unified Gov’t of Wyandotte Cty./Kan. City v. Trans World Transp. Servs., L.L.C. , 227 P.3d 992, 997 (Kan. App. 2010). “This is because when property is included in a deed by mutual mistake and the parties neve r intended such property to be conveyed, the grantor is under no obligation to convey such property, and the grantee has no right to retain such property.” Id. Here, the district court concluded that neither Michael nor Ronald intended for Ronald to conv ey his one-half mineral interest when he executed the Quit Claim Deed, and that the fa ilure of the Deed to reserve Ronald’s40 mineral interest was a mutual mistake. The court accordingly reformed the Deed such that Ronald’s one-half mineral interest was reserved to him. Hold en and Izen do not contend reformation for mutual mistake was improper. 18 But their arguments neglect one of that doctrine’s principal consequences. In Kansas, as elsewhere, “reformation of an instrument relates back, and takes effect from, the time of its original execution, and bind s all entities except innocent purchasers for value.” Conner , 777 P.2d at 825; see also 66 Am. Jur. 2d Reformation of Instruments § 9 (“The reformation of an instrument relates back to the time the instrument was originally execu ted and simply corrects the document’s language to read as the instrument should have read all along. A reformed instrument takes effect from the time of its original executi on and binds all entities except innocent purchasers for value.”). The district court therefore conclude d that reformation of the Deed was effective as of its execution on May 11, 19 98. As a result, the court furt her determined that Ronald owned the one-half mineral interest at the ti me of the divorce proceeding in 2001 and 2002, and the divorce court properly distri buted it as part of the marital estate. Although we have found no Kansas case dealing directly with a court’s prior disposition of property belonging to a party whose ownership of the property was only later validated upon reformation, the distri ct court’s ruling here follows naturally from the relation-back rule as stated and applied in Conner

. See 777 P.2d at 823–26. And that ruling is supported by this c ourt’s and other courts’ deci sions applying Colorado and

18 The district court conclude d, and no party disputes on appeal, that the parties waived the five-year statute of limitations on reformation actions. See Kan. Stat. Ann. § 60-511(5).41 Oklahoma law, which embrace the same re lation-back principle as Kansas law. 19 See,

e.g. , Chapman v. Denman , 190 F. App’x 640, 644 ( 10th Cir. 2006) (unpublished) (applying Colorado law) (“[P]l aintiff argues that Pitkin C ounty never owned the [land] until 2004 when the district cour t entered its order reforming the treasurer’s deed. To the contrary, the reformed deed was retroactiv e to 1954, and from that point forward the [land] was owned by th e County . . . .”); accord Bd. of Comm’rs v. Timroth , 87 P.3d 102, 109 (Colo. 2004); Foley v. Worthington , 209 P.2d 871, 871–72 (Okla. 1949). For these reasons, the district court corre ctly determined that Ronald owned the one-half mineral interest wh en the divorce decree was entered in 2002 because the reformation of the Deed related back to Ma y 11, 1998. It follows from this conclusion that Holden and Izen’s principle arguments against Theresa’s entitlement to half of Ronald’s mineral interest must fail. Their first contention is that Theresa’s clai ms are barred by the one-year statute of limitations on requests for relief from final judgments, contained in Kansas Statutes Annotated § 60-260(b), because she is se eking to set aside the divorce decree. See In re Marriage of Reinhardt , 161 P.3d 235, 236–37 (Kan. App. 2007) (explaining that “K.S.A. 60-260(b) allows relief from a final judgment for several reasons,” the first three of

19 It also is consistent with the general ru le that “[a] grantee of property succeeds to the grantor’s right to mainta in a suit to reform a prior deed ; thus, a grantee is entitled to the grantor’s right to enforce th e correction of a description in a prior deed to a part of the premises executed by the gran tor to another.” 66 Am. Jur. 2d Reformation of Instruments § 60 (footnote omitted). A necessary preconditi on of this principle is that, despite the then-uncorrected error in the prior deed, the granto r’s conveyance to th e grantee is valid as to the affected aspect of the property, at least assumi ng reformation is eventually obtained.42 which “must be filed within 1 year after the judgment wa s entered”). As noted, this argument rests on the false premise that the divorce court was without authority over Ronald’s mineral interest and the divorce de cree’s purported allocation of that interest was void, thereby making Theresa’ s claim an attempt to alter the decree. We reject this argument for the same reason the district court did: “[Holden and Izen] fail[] to address the fact that Theresa is not a ttempting to set aside the divorce decree, but she is asking the court to enforce the divorce decree. The statut e of limitations is not applicable as Theresa . . . is not attempting to obtain relief from the final judgment of the divorce court.” 20
Holden and Izen’s second contention is also premised on th e misconception that the district court had to reopen and modi fy the divorce decree to award Theresa 25 percent of the mineral rights. They argue that , under the “domestic relations exception” to federal jurisdiction, the district court lacked jurisdiction to reopen and modify the divorce decree such that it validly distributed half of Ronald’s interest to Theresa. The domestic relations exception divests fede ral courts of the power to issue divorce, alimony, and child custody decrees. Ankenbrandt v. Richards , 504 U.S. 689, 703 (1992). But as we have explained, and as the dist rict court itself stated, Theresa did not ask the district court to reopen, reissue, correct, or modify Theres a and Ronald’s divorce decree, and the court did none of those things. Rather, the court en forced the divorce decr ee according to its terms. The Supreme Court has long “sanctione d the exercise of federal jurisdiction over

20 Holden and Izen also briefly invoke the two-year statute of limitations on actions to recover personal property, set fort h in Kansas Statutes Annotated § 60-513(2), as an alternative to Kansas Statutes Annota ted § 60-260(b). Even if this provision applied to the claims here, Holden a nd Izen’s invocation of it fails for the same reasons as their invocation of § 60-260(b).43 the enforcement of [a domestic-relations] decree that ha[s] been prop erly obtained in a state court of competent jurisdiction.” See Marshall v. Marshall , 547 U.S. 293, 307 (2006) (quoting Ankenbrandt , 504 U.S. at 702). Thus, the domestic relations exception is not applicable. Finally, Holden and Izen argue that the mineral interest and associated royalties distributed to Theresa should be subject to the federa l tax liens on Ronald’s property. This argument also hinges on the premise th at the award of 25 percent of the mineral interest and royalties to Theresa in the divorc e decree is invalid. If, as they contend, the divorce decree is void, then Ronald owns 50 percent of the mineral estate after reformation and any tax liens shou ld attach, if at all, to the entire 50 percent interest. But we reject Holden and Izen’s argument that the divorce decree was void and the award to Theresa invalid. And because the United States has not otherwise attempted to recover any of Ronald’s tax debt fro m Theresa’s 25 percent mineral interest and has expressly disclaimed any right it may have had to enfor ce the federal tax liens against her interest, Theresa’s interest is not subject to the IRS’s liens. Accordingly, we affirm the district cour t’s determinations on summary judgment that Theresa is entitled to 25 pe rcent of the mineral rights appu rtenant to the Property and that her interest is not subject to the tax liens. B. Conversion Counterclaim Holden and Izen next argue that the dist rict court erred in finding Holden and Ronald’s conversion counterclaim barred by the two-year statute of limitations set forth in Kansas Statutes Annotated § 60-513(a)(2). In their view, a claim of conversion accrues44 under Kansas law only after the rightful owne r of property has demanded the return of the property and the person holding it refuse s. They contend that, here, the demand and refusal occurred in November 2005, when R onald and Michael exchanged letters about the mistake in the Deed and the resulting issues concerning roya lty payments. Thus, Holden and Izen main tain that the statute of limita tions did not begin to run until November 2005, rendering the February 2007 filing of the conversion counterclaim timely. 21 The district court rejected this argumen t in its May 2012 Order, finding that the facts here do not require a demand to trigger the statute of limitations. Instead, the court reasoned that the limitations period began to run when the alleged conversion became “reasonably ascertainable” to Ronald. Because th e court determined that this occurred in 2002, it concluded that the statute of limitations expired well before the 2007 filing of the counterclaim. Reviewing the dist rict court’s decision de novo, Burton v. R.J. Reynolds Tobacco Co. , 397 F.3d 906, 914 (10th Cir. 2005) (“Review of the district court’s

21 The conversion counterclaim was first asse rted in an amended pleading filed in July 2011, but the parties be lieve this amended pleading relates back to Ronald and Holden’s initial pleading, filed February 9, 2007. Both the Federal and Kansas Rules of Civil Procedure allow for such relation-back where certain requirements are satisfied, including that the “law that provides the applicable statut e of limitation allows relation back.” Fed. R. Civ. P. 15(c)(1); Kan. St at. Ann. § 60-215(c)(1). Because the parties do not specifically address this requirement, we assume, without deciding, that the July 2011 amended pleading relates back to the February 2007 initial pleading.45 application of the statute of limitations is de novo.”), we ag ree that the conversion action is time-barred. 22
The tort of conversion is defined in Ka nsas as “the unauthorized assumption or exercise of the right of owners hip over goods or personal cha ttels belonging to another to the exclusion of the other’s rights.” Bomhoff v. Nelnet Loan Servs., Inc. , 109 P.3d 1241, 1246 (Kan. 2005). “A conversion may be based upon th e detention of or unreasonable withholding of possession from one who has the right to possess it.” Queen v. Lynch Jewelers, LLC , 55 P.3d 914, 921 (Kan . App. 2002) (citing 18 Am. Jur. 2d Conversion § 47). “Under Kansas law, conversion is a st rict liability tort. Th e required intent is shown by the use or disposition of property belonging to another, and knowledge or ignorance as to ownership of the property is irrelevant.” Millennium Fin. Servs., L.L.C. v. Thole , 74 P.3d 57, 64 (Kan. App. 2003) (alte rations and internal quotation marks omitted). The statute of limitations for conversion is two years. See Kan. Stat. Ann. § 60-513(a)(2). As relevant here, a cause of action for conversion typically accrues—and thus starts the clock on th e limitations period—when “the fact of injury becomes reasonably ascertainable to the injured party.” Id. § 60-513(b); Armstrong v. Bromley Quarry & Asphalt, Inc. , 378 P.3d 1090, 1096 (Kan. 2016). As this court has explained, “[t]he phrase ‘reasonably ascertainable’ mean s that a plaintiff has the obligation to

22 Michael argues in the alterna tive that Holden is not the r eal party in interest with respect to the conversion counterclaim—a nd therefore cannot pursue the claim on appeal—because torts are not a ssignable under Kansas law. We exercise our discretion to resolve this issue on the merits and ther efore do not reach Michael’s alternative argument.46 reasonably investigate available sources that contain the facts of the injury and its wrongful causation.” N. Nat. Gas Co. v. Nash Oil & Gas, Inc. , 526 F.3d 626, 630 (10th Cir. 2008) (alteration omitted) (quoting Kelley v. Barnett , 932 P.2d 471, 474 (Kan. App. 1997)). “‘[R]easonably ascertainable’ does not mean ‘actual knowledge.’” Id. (quoting Davidson v. Denning , 914 P.2d 936, 948 (Kan. 1996)). As noted above, the district court found, with ample reco rd support, that Michael’s erroneous receipt of royalty payments belo nging to Ronald was re asonably ascertainable to Ronald well outside of the limitations pe riod. On appeal, Hold en and Izen do not challenge the district court’s application of the “reasonably ascertainable” standard in § 60-513(b). See Kan. Stat. Ann. § 60-513(a). Instead, th ey assert that a different standard controls commencement of the limitations peri od in this case. We are not convinced. Holden and Izen rely on an exception to the “reasonably ascertainable” standard, claiming that the limitations period could not begin to run until after Ronald made demand on Michael to turn over the misdirected royalty paym ents. As support for this argument, they cite to the Kansas Court of Appeals’ decision in Clark Jewelers v. Satterthwaite , a case in which a jewelry store sued to foreclose a security interest in a bridal set that had been given by the purchaser to his spouse. See 662 P.2d 1301, 1303 (Kan. App. 1983). The trial cour t in that case apparently c onstrued the store’s claim as one for conversion and then dete rmined that the claim was barred by the two-year statute of limitations, which the trial court found wa s triggered on the date the balance of the purchase money for the bridal set was due. Id. at 1303–04.47 The Kansas Court of Appeals disagreed that a claim for conversion accrued at that time. The court, finding that the spouse rightfully and lawfully had possession of the bridal set when she received it, determined that her husband’ s subsequent default did not automatically render he r possession wrongful. Id. at 1304. It reasoned that “[b]ecause . . . [the spouse] rightfully came in to possession of the bridal se t, she was entitled to retain possession of that property until such time as [the jewelry store] had gained the right to
repossess, had made demand upon her , and she had refused to deliver the bridal set to [the store]. Then and only then could [she ] have committed the tort of conversion.” Id. at 1304–05 (emphasis added). The court therefor e concluded the statute of limitations began to run not when the outstandi ng balance was due, but rather when the jewelry store’s president later visited the spouse’s home to demand that she return the bridal set. Id. at 1305. The reasoning in Clark Jewelers tracks the general principle that, under certain circumstances, a “demand and refusal” is requir ed before the tort of conversion can be considered complete. See 18 Am. Jur. 2d Conversion § 105 (“Where a demand for the return of the property is necessary to make the tort of conversion complete, the statute of limitations does not begin to r un until the demand has been du ly made, and the defendant has wrongfully refused to su rrender the property.” (footnot e omitted)). For instance, “[a] demand is absolutely necessary where the original taking was lawful, the defendant was rightfully in possession, and there was no assump tion of ownership, wr ongful use, or any act of conversion, prior to the demand.” Id. § 75 (footnotes omitted).48 But here, the district court distinguished Clark Jewelers and this category of cases, reasoning that a demand is not a necessary pa rt of the conversion claim in this case because “[i]f Michael possessed royalty paym ents that belonged to Ronald, then his possession was unlawful or wrongful from th e time Michael received possession of the property, not when Ronald made a de mand for the return of the money.” Holden and Izen dispute the district court’s effort to distinguish Clark Jewelers , arguing that Michael’s possession was not “u nlawful” because he came “into innocent possession of” the misapplied royalty payments “by mistake.” But this reasoning misses the mark. As noted above, Kansas law defines conversion as “the unauthorized assumption or exercise of the right of ow nership over goods or personal chattels belonging to another to the exclusion of the other’s rights .” Bomhoff , 109 P.3d at 1246 (emphases added). To be liable for conversion, a defendant must intentionally exercise control over the property, which typically “re quires an affirmative act on the part of the defendant, as distinguished from a mere omission to act or to perform a duty.” Restatement (Second) of Torts § 2 24 cmt. a (Am. Law. Inst. 1965). The demand-and-refusal requirement in Clark Jewelers makes sense in light of these principles. Because the defendant ther e was entitled to possess the bridal set on the date she received it, see Clark Jewelers , 662 P.2d at 1304, her a ffirmative act of taking possession on that date did not relate to property “belonging to another,” and it was neither “unauthorized” nor “to the exclusion of [an]other’s rights,” see Bomhoff , 109 P.3d at 1246. Thus, because the Clark Jewelers defendant took the property with an affirmative right to possess it, she did not commit an ac t sufficient to constitute49 conversion until the jewelry store dema nded its return and she refused. See Restatement (Second) of Torts § 224 cmt. a (“[W]ithhol ding possession by an un qualified refusal to surrender [property] on demand is a sufficient act to constitute a conversion . . . .”); id. § 237 cmt. e (explaining that, in a conversi on-by-demand-and-refusal situation, “[t]he conversion consists in the unlawful detention of the [property], and not in the manner in which possession was originally acquired”); see also Goodbody & Co., Inc. v. McDowell , 530 F.2d 1149, 1151 (5th Cir. 1976) (“[W]her e the defendant’s original possession is not wrongful, conversion is comp lete when the rightful owner demands the return of the property and is refused.”). Here, by contrast, Michael never had an affirmative right to possess the misdirected royalty payments. So , when Michael took the inten tional, affirmative step of depositing them into his bank account, he en gaged in “the unauthorized assumption or exercise of the right of owne rship over goods or personal ch attels belonging to [Ronald and Theresa] to the ex clusion of [Ronald’s a nd Theresa]’s rights.” See Bomhoff , 109 P.3d at 1246. Thus, the tort of conversion was complete. And because conversion is a strict liability tort under Kansas law, Millennium Fin. Servs. , 74 P.3d at 64; accord First Nat’l Bank of Amarillo v. Sw. Livestock, Inc. , 859 F.2d 847, 850 (10th Cir. 1988), it matters not th at Michael’s possession may have been the product of an innocent mistake. As long as an intentional act of control occurred, it is irrelevant for purposes of conversion that Michael did not know the royalties actually belonged to Ronald or Theresa. See Nelson v. Hy-Grade Constr. & Materials, Inc. , 527 P.2d 1059, 1062 (Kan. 1974) (“The intent required is si mply to use or dispose of the50 goods, and knowledge or ignorance of the acto r as to their ownership has no influence in deciding the question of conve rsion.”); Restatement (Second) of Torts § 223 cmt. b (“If the actor has the intent to do the act exercising dominion or cont rol, . . . he is not relieved from liability by his mi staken belief that he had possession of the chattel or the right to possession, or that he is privileged to act .”); 18 Am. Jur. 2d Conversion § 3 (“The act constituting ‘conversion’ must be an inten tional act, but it does not require wrongful intent.” (footnote omitted)). We therefore agree with the district cour t that this is not a case where a demand was needed for a cause of action for convers ion to accrue. Rather, the district court properly followed the general rule that, “[u] nder K.S.A. 60-513(b), a cause of action in tort for conversion . . . accrues when substant ial injury first appear s or when it becomes reasonably ascertainable.” Clark Jewelers , 662 P.2d at 1304. And because Holden and Izen do not challenge the district court’s finding that the conversion counterclaim was reasonably ascertainable more than two years be fore it was filed, we affirm the district court’s conclusion that the coun terclaim is barred by the statute of limitations and its ruling that Michael is therefore entitled to summary judgment on this issue. C. Fraudulent Transfer Holden and Izen next challenge the distri ct court’s determination that Ronald’s transfer of his interests to the Dirt Chea p Mine Trust was fraudulent with respect to Ronald’s tax debt to the IRS. Specifically, they argue that (1 ) the district court should not have considered the United States’ fraudul ent-transfer argument because it was not included in the pretrial orders , and (2) even if the argument was properly entertained, the51 district court erred in concluding the transfer was fraudulent. 23 Addressing each of these arguments separately, we affirm the di strict court’s ruling on this issue. 1. The District Court’s Decision to Address Fraudulent Transfer Holden and Izen first argue that the distri ct court should not have considered the fraudulent-transfer issue because the United St ates “failed to raise a claim for fraudulent transfer in the Pretrial Orders.” In res ponse, the United States concedes that its fraudulent-transfer argument was not explic itly included in any pretrial order but maintains the argument was simply a legal theory supporting its claim of first priority to royalty payments due on Ronald ’s mineral interest. As su ch, and because Holden and Ronald had sufficient notice of the argument a nd responded to it below, the United States maintains it was proper for the district cour t to consider whether the transfer here was fraudulent. We review for abuse of discretion a tria l court’s decision to address or not to address an issue on the basis of a pretrial order. See Grant v. Brandt , 796 F.2d 351, 355 (10th Cir. 1986); see also In re Rafter Seven Ranches L.P. , 546 F.3d 1194, 1200, 1203– 04 (10th Cir. 2008) (reviewing for abuse of discretion a bankruptcy court’s decision to consider an issue not identified in the pretrial order or other pleadings). “Under the abuse of discretion standard, the decision of a tr ial court will not be disturbed unless the appellate court has a definite and firm convic tion that the lower court made a clear error

23 Ronald and Holden conceded below that the IRS’s first lien, for tax years 1997 through 2002, has first prior ity. The arguments here thus challenge only the district court’s decision that the IRS’s second lien, for tax years 2003 through 2005, also has priority over any interest the Trust might claim.52 of judgment or exceeded the bounds of perm issible choice in the circumstances.” In re Nat. Gas Royaltie s Qui Tam Litig. , 845 F.3d 1010, 1017 (10th Cir. 2017) (internal quotation marks omitted). We fi nd no abuse of discretion here. Claims or theories that are not included in the pretrial order usually are waived. Wilson v. Muckala , 303 F.3d 1207, 1215 (10th Cir. 20 02). But it is also true that “a pretrial order should be liberally construed to cover any of the legal or factual theories that might be embraced by its language.” Koch v. Koch Indus., Inc. , 203 F.3d 1202, 1220 (10th Cir. 2000) (internal quot ation marks omitted). In par ticular, we have construed pretrial orders most liberally when the orders state the parties’ claims in general terms. See id. ; Whalley v. Sakura , 804 F.2d 580, 582–83 (10th Cir. 1986). Here, the second revised pretrial order summarizes the United States’ position in part as follows: The United States seeks an order determ ining the priority of its tax liens that arose from the tax assessments im posed against Ronald Leathers. It seeks a judgment ordering payment to the United States of those royalty sums currently being he ld by the co-defendant oil and gas operating companies but otherwise payable to Ronald Leathers (or his purported assignee the Dirt Cheap Mine Trust). As the government points out, proving that Ro nald’s transfer to the Trust was fraudulent is one approach by which the government c ould establish its claim to a superior lien priority. See In re Krause , 637 F.3d 1160, 1163–64 (10t h Cir. 2011). Thus, taking account of the pretrial order’s generalized description of the Un ited States’ position as simply seeking a determination of the priority of its liens, and construing the pretrial order liberally, we think the government’s fra udulent-transfer argument qualifies as a53 “theor[y] that might be embraced by [the pret rial order’s] language” a nd that is therefore covered by the order. See Koch , 203 F.3d at 1220 (inter nal quotation marks omitted). Moreover, the district court’s decision to resolve the fraudulent-transfer argument does not conflict with the underlying purpose serv ed by requiring issues to be set forth in pretrial orders. “[T]he primary purpose of pretrial orders is to avoid surprise by requiring parties to ‘fully and fairly disc lose their views as to what th e real issues of the trial will be.’” Zenith Petroleum Corp. v. Steerman , 656 F. App’x 885, 887 (10th Cir. 2016) (unpublished) (quoting Cortez v. Wal-Mart Stores, Inc. , 460 F.3d 1268, 1276 (10th Cir. 2006)). Here, there was no surpri se: Holden and Ronald receiv ed nearly two years’ notice of the government’s fraudulent -transfer theory, and they responded to it on several occasions. At the latest, the United States first a lleged its belief that the transfer was fraudulent in its December 20 13 motion for summary judgment to foreclose its liens. Ronald and Holden addressed the validity of the assignmen t in their cross-motion for partial summary judgment and in their respons e to the government’s motion. And in its February 2014 Order granting in part and denying in part su mmary judgment, the district court stated that “[t]he IRS ca nnot attach its lien to the tr ust’s share of the royalties from the mineral interest unless it establishes that Ronald fr audulently transferred his interest to the trust .” (Emphasis added.) Then, prior to what was initially scheduled as an October 2014 bench trial, both parties submitted additi onal briefing that addressed the issue, and the district court later noted that the validity of the assignment was one of the few issues that had been set for that scheduled trial. Although almost another full year passed before54 the bench trial was actually held and the i ssue actually determined, the government had adequately and consistently asserted its position that the transfer was fraudulent in support of its cl aim to priority. For all these reasons, we conclude that the district court did not abuse its discretion in choosing to decide the fraudulent-transfer issue. See Rafter Seven Ranches , 546 F.3d at 1203–04 (rejecting contention th at lower court abused its discretion in deciding case on issue not identified in pretri al order because court’s decision “was based on the general issues and principles articu lated . . . in the pretrial order and the proceedings thereafter”). 2. The District Court’s Finding that the Transfer was Fraudulent Holden and Izen next argue the district cour t’s finding that the transfer to the Trust was fraudulent is clearly erroneous and should be reversed. Specifically, they claim that Ronald’s assignment to the Trust is not vo idable because Holden was a “good faith” transferee who gave “reasonabl y equivalent value” and th at there was insufficient evidence that Holden harbored fraudulent intent. We are not persuaded. We review “the district court’s factual fi ndings, made after a bench trial, for clear error; and its legal conclusions de novo.” Orient Mineral Co. v. Bank of China , 506 F.3d 980, 1001 (10th Cir. 2007). “Whether a debtor transferred his property with intent to defraud creditors is a finding of fact.” In re Seay , 215 B.R. 780, 788 (B.A.P. 10th Cir. 1997); see also In re M & L Bus. Mach. Co. , 84 F.3d 1330, 1338 (10th Cir. 1996) (concluding lower court’s finding of good faith on the part of the transferee is primarily factual and should be reviewed for clea r error). Findings of fa ct are only clearly55 erroneous if “they are without factual support in the record or the appellate court, after reviewing the evidence, is firmly convinced that a mistake has been made.” Weston v. Harmatz , 335 F.3d 1247, 1 252 (10th Cir. 2003). The IRS is authorized under 26 U.S.C. § 6321 to satisfy a tax deficiency by attaching liens to any “prope rty” or “rights to property” belonging to the indebted taxpayer. State law determines what property rights a taxpayer has, and thus to what property rights a § 6321 lien attaches. Krause , 637 F.3d at 1163. “In Kansas, as in most states, a debtor cannot evade his creditors by fraudulently conveying his property to someone else.” Id. at 1163–64. Such fraud ulent conveyances “shall be deemed utterly void and of no effect.” Kan. St at. Ann. § 33-102. “Put differently, the transferor retains equitable ownership of the assets [fraudulently conveyed] and those assets remain subject to attachment by his creditors.” Krause , 637 F.3d at 1164. Kansas law and federal law are virtually identical with resp ect to identifying fraudulent transfers. Under Kansas law, a tran sfer made by a debtor is fraudulent as to a creditor if the debtor makes the transfer “[w]ith actual intent to hinder, delay or defraud” the creditor. Kan. Stat. Ann. § 33-204(a)(1); accord 28 U.S.C. § 3304(b)(1)(A). The statute includes in the next paragraph a non -exhaustive list of fact ors to consider in judging intent. See Kan. Stat. Ann. § 33-204(b); accord 28 U.S.C. § 3304(b)(2). In addition, both Kansas and federal law provide an exce ption whereby an otherwise voidable fraudulent transfer w ill not be voidable “against a person who took in good faith and for a reasonably equivalent value or agai nst any subsequent transferee.” Kan. Stat. Ann. § 33-208(a); accord 28 U.S.C. § 3307(a).56 Here, the district court conc luded that Ronald transferre d his choses in action to the Trust with the actual intent to defraud the United States of his overdue tax bill. See 28 U.S.C. § 3304(b)(1)(A); Kan. St at. Ann. § 33-204(a). The cour t therefore determined that the transfer was fraudulent and, in turn , void. This conclusi on is supported by overwhelming evidence in the record, most notably direct testimony from both Ronald and Holden that the purpose of the Trust wa s to protect Ronald’s mineral interests and associated royalty pa yments from the IRS. 24 Accordingly, the district court’s finding that the transfer was fraudulent as to Ronald ’s tax debt was not clearly erroneous. See Weston , 335 F.3d at 1252. Nor is there a material issue of fact re garding whether Holden qualifies as “a person who took in good faith and for a reas onably equivalent value” and who therefore could salvage the transfer. See Kan. Stat. Ann. § 33-208(a); accord 28 U.S.C. § 3307(a). Putting aside the fact that Hold en did not raise this argume nt below, and even assuming that Holden provided “reasonably equivalent va lue,” the record belies Holden and Izen’s contention that Holden acted in “ good faith,” as the law requires. See 28 U.S.C. § 3307(a); Kan. Stat. Ann. § 33-208(a). We need look no further than Holden’s deposition testimony, which reads in relevant part: The whole purpose of the trust was one thing, and that was to provide some kind of protection regardin g the IRS for future payments, et cetera. It’s very complex, as I’m sure you know, but once an assignment is done, then it changes IRS’s reach, and that was the pu rpose. The purpose of the trust was

24 Holden and Izen’s argument that th e government produced “insufficient evidence that Holden harbored a fraudulent intent” is irrelevant. Under Kansas and federal law, it is the intent of the debtor —here, Ronald—that matters. See 28 U.S.C. § 3304(b)(1)(A); Kan. St at. Ann. § 33-204(a).57 not to sue Mike Leathers. He [Ronald] could have done th at directly with Joe [Izen]. That wasn’t the purpose. The purpose was to afford some protection for any recovery that did occur for Mr. Ron Leathers and his three children. Holden and Izen do not offer a good-faith explanation for this statement or any of the other evidence the district court relied upon in concluding the transfer was fraudulent with respect to Ronald’s tax debt. In short, the district court did not err, let alone clearly err, in finding Ronald’s transfer to the Trust was fraudulent as to Rona ld’s debt to the IRS. We therefore agree with the district court that the IRS’s tax lien for the years 2003 through 2005 takes priority over any interest th e Trust might claim in minerals and royalties awarded to Ronald, and we affirm the grant of summary ju dgment to the United St ates on this issue. D. Attorney Fees The remaining issues raised in Holden and Izen’s appeal relate to Izen’s request for attorney fees under 26 U.S.C. § 6323(b)(8). We review th e district court’s award of attorney fees for an abuse of discretion. In re Nat. Gas Ro yalties Qui Tam Litig. , 845 F.3d 1010, 1017 (10th Cir. 2017). “The abuse of di scretion standard requires reviewing the district court’s legal conclusions de novo and its factual findings for clear error.” Id. A federal tax lien normally has priority over later-filed competing liens under a “first in time, first in right” rule. United States v. Wingfield , 822 F.2d 1466, 1473 (10th Cir. 1987). However, Congress has provided in § 6323 of the Internal Revenue Code that certain types of liens will take priority over a tax lien even if they arise later. See 26 U.S.C. § 6323(b). As relevant here, § 6323(b)(8) states that a tax lien shall not be valid58 “[w]ith respect to a judgment . . . , as agains t an attorney who, under local law, holds a lien upon or a contract enforceable against such judgment . . . to the extent of his reasonable compensation for obtaining such judg ment.” In other word s, if an attorney holds a lien or contract for fees that is valid under local law and enforceable against a judgment obtained by the attorney, and the IRS also ha s a tax lien enforceable against that judgment, the attorney’s lien or contract takes priority over the tax lien to the extent it covers reasonable compensation incurred in the process of obtaining the judgment. See Hussain v. Boston Ol d Colony Ins. Co. , 311 F.3d 623, 643–44 (5th Cir. 2002); Nebraska v. Richter , 764 F.2d 517, 5 18–19 (8th Cir. 1985). 25 Under Kansas law—i.e., the “local law” applicable here—an attorney has a lien for compensation on money in his possession belonging to his c lient and on money in the adverse party’s possession belonging to his client. See Kan. Stat. Ann. § 7-108. Attorney fees are otherwise regulated in Kansas under Rule 1.5 of th e Kansas Rules of Professional Conduct. In the district court, Izen asserted he was entitled to a superpriority award of attorney fees under § 6323(b)(8) on the basis of both a contingency fee contract and a statutory lien under Kansas Statutes Annota ted § 7-108. He argued that the contract entitled him to 45 percent of “all amounts rec overed in this case on which the United States has asserted its tax liens,” and alte rnatively, that he had a § 7-108 lien which

25 The “purpose of [§ 6323 (b)(8)] is to provide an incentive to attorneys to enhance the value of a taxpayer’s proper ty, which would ultimately increase the government’s revenue collection.” Hussain v. Boston Ol d Colony Ins. Co. , 311 F.3d 623, 643 (5th Cir. 2002); see also Spencer v. Kirkpatrick , 883 F. Supp. 588, 590 (W.D. Okla. 1995) (“[S]ection 6323(b)(8) on ly awards superpriority to the liens of those attorneys whose efforts have contributed to the judgment and in so doing, have helped create an asset from which the government can recover delinquent taxes.”).59 entitled him to his fees and costs—which he calculated as $127,662.50 and $36,515.66, respectively. But the district court saw th ings differently. The court concluded the contingency fee agreement was not enforceable against the ju dgment obtain ed in this case. And although the court agreed Izen was entitled to co mpensation under § 7-108 and granted him a superpriority lien under § 6323(b)(8), the court limited the award to a total of $39,689.88 for both fees and costs. On appeal, Izen challenges both of these determinations. Addressing these challenges in turn, we conclude they both are meritless. 1. Contingency Fee Contract Izen first argues the district court erred in declining to enforce his contingency fee agreement with the Dirt Cheap Mine Trust. He notes that the Trust assigned him a 45 percent interest in any chose in action used to recover Ronald’s mineral interest and associated royalties, and he argues this a ssignment is legally enforceable and entitles him to collect as a fee 45 percent of the value of the minerals and royalties. But Izen ignores the district court’s conclusion that his fee agreement with the Trust is not enforceable against the judgmen t obtained for Ronald because Ronald was not a party to that agreement and Izen a nd Ronald did not enter into any similar agreement of their own. Izen argued be low that he was entitled to fees under the contingency contract because Ronald had orally adopted th at contract in his deposition testimony. But the district court rejected this argument because Kansas Rule of Professional Conduct 1.5 states that, in orde r to be valid, contingency fee agreements60 must be in writing. See Kan. R. Prof’l Conduct 1.5(d). Izen does not challenge this determination on appeal, whic h is fatal to his claim. Moreover, as the United States points out, Izen is not entitled to any fees under the terms of his contract because the cont ract granted him an interest in the Trust’s recovery in this suit, which was zero. Accordingly, we affirm the di strict court’s conclusion that the contingency agreement is not enforc eable under § 6323(b )(8) against Ronald. 2. The District Court’s Fees & Costs Award Izen next argues the district court “viola ted [§] 6323(b)(8) by re fusing to grant all of the fees and costs reque sted in Izen’s motion.” Although the district court determined that Ronald ha d no formal fee agreement with Izen, it concluded Ronald did authorize I zen to act as his attorney in this case and that Izen therefore was eligible to recover fees and costs under § 7-108 and § 6323(b)(8). But the district court conclude d Izen was entitled to far less than the $164,178.16 in fees and costs that he had requested. The court dete rmined that “[t]he va st majority of work cited by Mr. Izen was not undertaken to obta in a judgment for Ronald from which his tax obligation could be satisfied ,” and concluded that this work therefore was “not compensable under § 6323(b)(8).” See Hussain , 311 F.3d at 643–44 (explaining that courts have interpreted § 6323(b)(8) as prov iding a lien only for attorney fees generated in connection with securing money or other property th at ultimately increases the taxpayer’s taxable property and thus benefits the IRS). In the end, the court allowed 40 percent of Izen’s claimed fees up until the Ma y 2010 Order, and none of his claimed fees61 after that time. The court also parred down much of Izen’s claimed costs as unsupported, arriving at a total aw ard of $39,689.88. Izen’s challenge to this award on appeal is essentially that the district court took too strict a view of what fe es contributed to securing a ju dgment from which Ronald’s tax obligations could be satisfied. He argues generally that the applicable standard should focus on which actions “reasonably contribut ed” to the judgment, rather than “led directly” to it. But the only specific example he gives of fees and costs recoverable under the proposed standard are the fees related to the Texas state-court action dismissed for lack of jurisdiction, and the “costs” a ssociated with paying local counsel. These arguments fall well short of showing any abuse of discretion on the district court’s part. See Nat. Gas Royalties , 845 F.3d at 1017. First, the district court recognized correctly that § 6323(b)(8) provides superpriority for an at torney’s lien only to the extent the lien covers compensation for efforts that helped ob tain a judgment from which the gov ernment can satisfy a tax debt. See 26 U.S.C. § 6323(b)(8); United States v. Ripa , 323 F.3d 73, 80–83, 80 n.8 (2d Cir. 2003); Hussain , 311 F.3d at 643–44; Richter , 764 F.2d at 519. In applying this standard to the award requested by Izen, the distri ct court offered a detailed, reasonable explanation of its decision to allow certain fees and to disallow others. Izen does not specifically challenge the district court’s de cision to exclude fees incurred after the May 2010 Order, which awarded 25 pe rcent of the mineral rights, and associated royalties, to Ronald. As the district court noted, these fe es, and “the vast majority of Mr. Izen’s efforts,” related to attempts “to defeat the claims of the IRS by asserting that the Dirt62 Cheap Mine Trust owned the royalties and/or mi nerals, or that Rona ld did not actually owe the taxes claimed by the IRS.” And while Izen does challenge the court’ s decision to exclude fees incurred in connection with the prior Texas state-court action that Izen filed on Ronald and Holden’s behalf, his assertion that without the Texas action the present case “would never have been filed” is mere conjecture. Such specula tion falls well short of demonstrating that the district court’s decision to exclude those fees amounted to “a clear error of judgment or exceeded the bounds of permissible choice in the circumstances.” Nat. Gas Royalties , 845 F.3d at 1017 (internal quotation mark s omitted). And Izen offers no argument to support his challenge to the exclusion of his “costs” for paying local counsel, which the district court concluded were “in reality . . . additional legal fees ” that Izen had not justified as reasonable under § 6323(b)(8). We therefore find no abuse of discretion and affirm the district court’ s well-reasoned fee award.

V. CONCLUSION We reject the arguments raised by Ronald in Case No. 15-32 64, and by Holden and Izen in Case No. 15-3280, and affirm th e district court’s judgment in all respects.