Sunvalley Solar, Inc. v. CEEG (Shanghai) Solar Science & Technology Co.

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NOT FOR PUBLICATION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

2
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.