Godigital, Inc. v. Contentbridge Systems, LLC

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                           NOT FOR PUBLICATION                           FILED
                    UNITED STATES COURT OF APPEALS                       NOV 14 2019
                                                                      MOLLY C. DWYER, CLERK
                                                                       U.S. COURT OF APPEALS
                           FOR THE NINTH CIRCUIT

GODIGITAL, INC., a Delaware                     No.    18-55521
corporation,
                                                D.C. Nos.
                Plaintiff-Appellant,            2:17-cv-07066-JAK-AFM
                                                2:17-cv-07524-JAK-AFM
 v.

CONTENTBRIDGE SYSTEMS, LLC, a                   MEMORANDUM*
California limited liability company,

                Defendant-Appellee.

                   Appeal from the United States District Court
                      for the Central District of California
                   John A. Kronstadt, District Judge, Presiding

                          Submitted November 12, 2019**
                              Pasadena, California

Before: GRABER, BERZON, and CHRISTEN, Circuit Judges.

      Plaintiff GoDigital, Inc., appeals the district court’s judgment confirming an

arbitration award in favor of Defendant Contentbridge Systems, LLC. We affirm.

      GoDigital has not established that the “award is ‘completely irrational,’ or


      *
             This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
      **
             The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
exhibits a ‘manifest disregard of law.’” Kyocera Corp. v. Prudential-Bache Trade

Servs., Inc., 341 F.3d 987, 997 (9th Cir. 2003) (en banc) (citations omitted). As the

district court observed, “a finding that each party breached the contract, and that

each party is entitled to damages for the other’s breach, is legally permissible.”

Brawley v. J.C. Interiors, Inc., 161 Cal. App. 4th 1126, 1134 (2008).

      GoDigital contends that, because Contentbridge had partially breached the

contract, it could not have established an essential element in its claim for breach

of contract—its own performance. Contentbridge’s claim, however, was one of

anticipatory breach, as GoDigital had refused to pay for future work that

Contentbridge had not yet had the opportunity to perform. In those circumstances,

Contentbridge was required to prove not past performance, but that it “had the

ability to perform any required conditions under the[] contract.” County of Solano

v. Vallejo Redev. Agency, 75 Cal. App. 4th 1262, 1276 (1999). Given the

arbitration panel’s findings that “Contentbridge made efforts timely to respond to

GoDigital’s requests” and that there was “evidence of efforts by Contentbridge to

satisfy GoDigital,” it was not in manifest disregard of the law or irrational for the

panel to conclude that Contentbridge had carried its burden on its breach-of-

contract claim.

      AFFIRMED.




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