                                                                            FILED
                           NOT FOR PUBLICATION
                                                                             SEP 14 2017
                    UNITED STATES COURT OF APPEALS                       MOLLY C. DWYER, CLERK
                                                                           U.S. COURT OF APPEALS


                            FOR THE NINTH CIRCUIT


ROYAL ALLIANCE ASSOCIATES,                       No. 16-56468
INC.,
                                                 D.C. No. 2:16-cv-02379-PA-AFM
              Plaintiff-Appellant,

 v.                                              MEMORANDUM*

LORELEI MOONEY, as trustee and on
behalf of the Herbert and Helen Schweiger
Trust dated November 5, 2002; ROBERT
SCHMIEDEKE, an individual,

              Defendants-Appellees.


                    Appeal from the United States District Court
                       for the Central District of California
                     Percy Anderson, District Judge, Presiding

                      Argued and Submitted August 29, 2017
                              Pasadena, California

Before: W. FLETCHER and IKUTA, Circuit Judges, and FREUDENTHAL,**
Chief District Judge.



      *
             This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
      **
              The Honorable Nancy Freudenthal, Chief United States District Judge
for the District of Wyoming, sitting by designation.
      Royal Alliance Associates, Inc. (“Royal”) appeals the district court’s grant

of Lorelei Mooney and Robert Schmiedeke’s (“Claimants”) Motion to Compel

Arbitration. We have jurisdiction under 28 U.S.C. § 1291. We reverse and remand

to the district court for entry of judgment in Royal’s favor.

      The Financial Industry Regulatory Authority (“FINRA”) requires members

to arbitrate disputes with their customers. The sole question on appeal is whether

the Claimants are “customers” of Royal for purposes of FINRA Rule 12200. This

is a question of fact that we review for clear error. Knutson v. Sirius XM Radio

Inc., 771 F.3d 559, 564 (9th Cir. 2014).

      Claimants’ allegations arise out of real estate securities that were purchased

by their trusts. Although Claimants first opened their accounts with United

Securities Alliance, Inc. (“United”), they allege that they are entitled to arbitration

because all of United’s customer accounts were transferred to Royal pursuant to a

2007 contract. The purchase agreement is ambiguous as to whether United

transferred Claimants’ accounts to Royal, and Claimants produced no evidence

beyond the words of the contract that their accounts were ever transferred from

United to Royal.

      As the parties seeking to compel arbitration, Claimants bore the burden of




                                            2
showing that a valid agreement to arbitrate existed. Because Claimants failed to

carry that burden, we reverse and direct entry of judgment for Royal.

REVERSED AND REMANDED.




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