FILED
NOT FOR PUBLICATION
MAY 10 2017
UNITED STATES COURT OF APPEALS MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS
FOR THE NINTH CIRCUIT
SUNVALLEY SOLAR, INC., No. 15-56802
Plaintiff - Appellant, D.C. No. 2:15-cv-05099-PSG-JPR
v.
MEMORANDUM*
CEEG (SHANGHAI) SOLAR SCIENCE
& TECHNOLOGY CO., LTD. and
CHINA SUNERGY (NANJING) CO.,
LTD.,
Defendants - Appellees.
Appeal from the United States District Court
for the Central District of California
Philip S. Gutierrez, District Judge, Presiding
Submitted May 8, 2017**
Pasadena, California
Before: WALLACE, CHRISTEN, and WATFORD, Circuit Judges.
Sunvalley Solar, Inc. (Sunvalley) appeals from the district court’s judgment
granting CEEG (Shanghai) Solar Science & Technology Co., Ltd. and China
*
This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
**
The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
Sunergy (Nanjing) Co., Ltd.’s (Defendants) motion to compel arbitration. We have
jurisdiction pursuant to 28 U.S.C. § 1291, and we affirm.
“We review de novo district court decisions about the arbitrability of
claims.” Kramer v. Toyota Motor Corp., 705 F.3d 1122, 1126 (9th Cir. 2013).
“Any doubts about the scope of arbitrable issues, including applicable contract
defenses, are to be resolved in favor of arbitration.” Tompkins v. 23andMe, Inc.,
840 F.3d 1016, 1022 (9th Cir. 2016). Furthermore, when deciding whether a valid
arbitration agreement exists, we apply “ordinary state-law principles that govern
the formation of contracts.” First Options of Chicago, Inc. v. Kaplan, 514 U.S.
938, 944 (1995).
Here, the district court did not err by granting Defendants’ motion to compel
arbitration and to dismiss the case. In 2008, Sunvalley agreed to purchase
crystalline photovoltaic modules from Defendants. The parties entered into a
distribution contract that set forth the general terms of the agreement. The
distribution contract was silent as to arbitration. The distribution contract, however,
established that each individual transaction would be governed by a “specific
purchase order.” The terms of the distribution contract would apply “in case of any
contradiction with the said purchase orders.” All of the transactions at issue in this
case involved a specific purchase order, each of which contained an arbitration
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clause. Accordingly, pursuant to the terms of the specific purchase orders, the
district court determined that the entire dispute must be arbitrated.
Sunvalley argues that the distribution contract, which was silent as to
arbitration, is the only contract implicated by the dispute, and thus that the specific
purchase orders’ arbitration clauses do not apply. Not so. The distribution contract
cannot be read in isolation, as it specifically called for individual purchase orders
for each transaction. The terms of the specific purchase orders did not conflict with
the distribution contract, and thus the arbitration clauses contained therein apply to
the dispute between Sunvalley and Defendants.
AFFIRMED.
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