FILED
NOT FOR PUBLICATION
NOV 20 2018
UNITED STATES COURT OF APPEALS MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS
FOR THE NINTH CIRCUIT
SUNTECH POWER HOLDINGS CO. No. 17-16380
LTD.,
D.C. No. 3:12-cv-06409-VC
Plaintiff-Appellant,
v. MEMORANDUM*
JULIAN RALPH WORLEY et al.,
Defendants,
and
STEVEN R. WADE,
Defendant-Appellee.
Appeal from the United States District Court
for the Northern District of California
Vince Chhabria, District Judge, Presiding
Submitted November 16, 2018**
San Francisco, California
*
This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
**
The panel unanimously concludes that this case is suitable for decision
without oral argument. Fed. R. App. P. 34(a)(2).
Before: HAWKINS, GRABER, and THACKER,*** Circuit Judges.
Liquidators appointed by a bankruptcy court to act on behalf of Suntech
Power Holdings Company timely appeal the district court’s dismissal of this action
against Steven Wade, the personal representative of the estate of former Suntech
officer Susan Wang. The parties dispute the interpretation of Suntech’s Articles of
Association. The law of the Cayman Islands applies to the interpretation of
Suntech’s Articles. Atl. Marine Constr. Co. v. U.S. Dist. Court, 571 U.S. 49, 65
(2013); Cal. Corp. Code § 2116. Reviewing de novo the dismissal, Proctor v.
Vishay Intertech. Inc., 584 F.3d 1208, 1218 (9th Cir. 2009), and the content of
foreign law, Fahmy v. Jay-Z, 891 F.3d 823, 829 (9th Cir. 2018), we affirm.
The district court correctly interpreted the contract to exculpate Suntech’s
directors from all but willful default. The "common meaning" interpretation of
Article 140 that Suntech advances renders the clause meaningless because it
exempts Suntech’s directors from all liability except all liability. Because that
interpretation is absurd and because the Articles’ history and provision’s context
support an alternative, reasonable construction, we reject the literal interpretation
of Article 140. The history of the Articles supports the district court’s
***
The Honorable Stephanie Dawn Thacker, Circuit Judge for the U.S.
Court of Appeals for the Fourth Circuit, sitting by designation.
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interpretation, because the previous version of the Articles used the bare term
"default" to mean "willful default." Additionally, Cayman law recognizes the
principle that a word is known by the company that it keeps. That canon supports
the district court’s interpretation: the nearby terms "dishonesty" and "fraud"
require willfulness, so it is reasonable to conclude that the drafters of the Articles
intended to allow suits only for willful default.
AFFIRMED.
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