Wimbledon Financing Master Fund, Ltd. v. Molner

FILED
NOT FOR PUBLICATION JUN 12 2014
MOLLY C. DWYER, CLERK
UNITED STATES COURT OF APPEALS U.S. COURT OF APPEALS
FOR THE NINTH CIRCUIT
WIMBLEDON FINANCING MASTER No. 12-56328
FUND, LTD, a Cayman Islands company
and STILLWATER MARKET NEUTRAL D.C. No. 2:11-cv-07695-GW-E
FUND III SPC, a Cayman Islands
company,
MEMORANDUM*
Plaintiffs - Appellees,
v.
DAVID MOLNER, an individual; et al.,
Defendants - Appellants,
And
ARAMID ENTERTAINMENT FUND
LIMITED,
Defendant.
Appeal from the United States District Court
for the Central District of California
George H. Wu, District Judge, Presiding
*
This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
Submitted June 5, 2014**
Pasadena, California
Before: GOULD and N.R. SMITH, Circuit Judges, and ENGLAND, Chief District
Judge.***
In their Second Amended Complaint, Wimbledon Financing Master Fund
Limited and Stillwater Market Neutral Fund III SPC (collectively “Plaintiffs”)
alleged claims for (1) breach of fiduciary duty, (2) breach of the covenant of good
faith and fair dealing, and (3) fraud. Defendants Aramid Entertainment Fund,
Screen Capital International Corporation, Aramid Capital Partners, and David
Molner (collectively “Defendants”) filed a motion to compel arbitration of those
claims. The district court denied Defendants’ motion. Reviewing de novo, Bushley
v. Credit Suisse First Boston, 360 F.3d 1149, 1152 (9th Cir. 2004), we affirm.
The parties agree the Convention on the Recognition and Enforcement of
Foreign Arbitral Awards (9 U.S.C. §§ 201-208) controls the agreement at issue.
Although an agreement in writing may obligate the parties to the agreement to
arbitrate their claims, see Balen v. Holland Am. Line Inc., 583 F.3d 647, 654 (9th
Cir. 2009), Plaintiffs are not signatories to the agreement.
**
The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
***
The Honorable Morrison C. England, Jr., Chief District Judge for the
U.S. District Court for the Eastern District of California, sitting by designation.
2
Defendants have not alleged a contract or agency theory to bind Plaintiffs to
the terms of an arbitration agreement they did not sign. See id. at 655; Letizia v.
Prudential Bache Secs., Inc., 802 F.2d 1185, 1187 (9th Cir. 1986) (“nonsignatories
of arbitration agreements” bound by such agreements to the extent “ordinary
contract and agency principles” would bind them). Defendants offer no controlling
law establishing their novel derivative theory as a viable means to bind
nonsignatories to arbitration agreements.
AFFIRMED.
3