Jpauljones, L.P. v. Zurich Insurance Company ( 2022 )

NOT FOR PUBLICATION FILED
UNITED STATES COURT OF APPEALS APR 18 2022
MOLLY C. DWYER, CLERK
U.S. COURT OF APPEALS
FOR THE NINTH CIRCUIT
JPAULJONES, L.P., No. 21-35365
Plaintiff-Appellant, D.C. No. 3:20-cv-01767-IM
v.
MEMORANDUM*
ZURICH INSURANCE COMPANY,
(China) Limited,
Defendant-Appellee.
Appeal from the United States District Court
for the District of Oregon
Karin J. Immergut, District Judge, Presiding
Argued and Submitted February 10, 2022
Portland, Oregon
Before: PAEZ and NGUYEN, Circuit Judges, and EATON,** Judge.
Appellant JPaulJones, L.P. appeals the district court’s dismissal of its case
on forum non conveniens grounds. The issue on appeal is whether Appellant’s
claims for breach of contract and a declaratory judgment are governed by a
*
This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
**
Richard K. Eaton, Judge of the United States Court of International
Trade, sitting by designation.
contractual dispute resolution clause in a commercial insurance contract issued by
Appellee Zurich General Insurance Company (China) Limited. The parties do not
dispute that the relevant clause requires that claims “arising from performance of
th[e] Contract” be either arbitrated before the Shanghai arbitration committee or
litigated in “people’s court.” The district court dismissed Appellant’s claims
because it concluded that they fall within the scope of that clause. We have
jurisdiction under 28 U.S.C. § 1291, and we affirm.
1. The district court correctly concluded that Appellant’s claims are
governed by the dispute resolution clause. While we agree with Appellant that the
phrase “arising from” indicates the clause’s narrow scope and excludes peripheral
claims, see Mediterranean Enterprises, Inc. v. Ssangyong Corp., 708 F.2d 1458,
1464 (9th Cir. 1983), Appellant’s claims nevertheless “aris[e] from performance”
of the contract. The term “performance”—when read in the context of the specific
dispute resolution clause at issue here—encompasses varying types and degrees of
performance, including non-performance. Shakey’s Inc. v. Covalt, 704 F.2d 426,
434 (9th Cir. 1983) (reasoning that every part of a written contract must be
“interpreted with reference to the whole” and “[p]reference must be given to
reasonable interpretations as opposed to those that are unreasonable”). Appellant’s
claims for breach of contract and a declaratory judgment, which it concedes arise
from non-performance, therefore fall within the scope of the clause.
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2. The district court also correctly concluded that the provision providing
for litigation in “people’s court” did not permit litigation in the District of Oregon
or Oregon state court. Appellant’s interpretation of “people’s court” as essentially
any court is not a common interpretation of that phrase and renders superfluous the
term “people’s.” 11 Williston on Contracts § 32:5 (4th ed.) (“An interpretation
which gives effect to all provisions of the contract is preferred to one which
renders part of the writing superfluous, useless or inexplicable.”). Read in the
context of the contract as a whole, “people’s court” unambiguously refers to a
court of the People’s Republic of China. The only other contractual provision to
use the term “people’s” explicitly refers to the “People’s Republic of China,”
where the parties to the contract are located and where the contract was executed.
That the dispute resolution clause requires arbitration to take place before the
Shanghai arbitration committee further supports the contracting parties’ intent to
resolve disputes in China.
AFFIRMED.
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