
    21X CAPITAL LTD.; David A. Brewer, Plaintiffs-Appellants, v. Robert WERRA; John Werra, Defendants-Appellees.
    No. 09-17336.
    United States Court of Appeals, Ninth Circuit.
    Argued and Submitted Feb. 17, 2011.
    Filed March 4, 2011.
    Thomas H. Carlson, Esquire, Rogers Joseph O’Donnell, San Francisco, CA, for Plaintiffs-Appellants.
    Jon B. Streeter, Steven A. Hirsch, Esquire, Rachael E. Meny, Esquire, Khari Jamil Tillery, Audrey Walton-Hadlock, Keker & Van Nest LLP, San Francisco, CA, for Defendants-Appellees.
    Before: NOONAN, O’SCANNLAIN, and TROTT, Circuit Judges.
   MEMORANDUM

21X Capital, Ltd. and David A. Brewer appeal the district court’s order awarding $1.5 million in attorneys’ fees in favor of Robert and John Werra. We review for clear error the factual findings underlying an award of attorneys’ fees, and review de novo the legal premises applied to determine an award. Ferland v. Conrad Credit Corp., 244 F.3d 1145, 1147-48 (9th Cir.2001) (per curiam).

California Civil Code section 1717(a) allows for recovery of contractual attorneys’ fees only where the action was “on a contract.” Because this was an action to enforce a judgment, it was not “on a contract,” and the district court erred in awarding attorneys’ fees. See Chelios v. Kaye, 219 Cal.App.3d 75, 80, 268 Cal.Rptr. 38 (1990) (‘When, as here, a lawsuit on a contractual claim has been reduced to a final, nonappealable judgment, all of the prior contractual rights are merged into and extinguished by the monetary judgment, and thereafter the prevailing party has only those rights as are set forth in the judgment itself.”).

The Werras did not seek attorneys’ fees in the district court pursuant to 11 U.S.C. § 362(k). Whether 21X and Brewer willfully violated the bankruptcy stay is a factual issue that we may not decide for the first time on appeal, and the issue is therefore waived. See Wildwest Inst. v. Bull, 547 F.3d 1162, 1172 (9th Cir.2008).

The award of attorneys’ fees is REVERSED. 
      
       This disposition is not appropriate for publication and is not precedent except as provided by 9th Cir. R. 36-3.
     