                 FOR PUBLICATION

  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT


AMRISH RAJAGOPALAN , on behalf of         No. 12-35205
himself and all others similarly
situated,                                   D.C. No.
                   Plaintiff-Appellee,   3:11-cv-05574-
                                              BHS
                  v.

NOTE WORLD , LLC,                           OPINION
              Defendant-Appellant.


      Appeal from the United States District Court
        for the Western District of Washington
      Benjamin H. Settle, District Judge, Presiding

                Argued and Submitted
           May 6, 2013—Seattle, Washington

                   Filed May 20, 2013

   Before: Michael Daly Hawkins, Sidney R. Thomas,
       and Jacqueline H. Nguyen, Circuit Judges.

                   Per Curiam Opinion
2            RAJAGOPALAN V . NOTE WORLD , LLC

                           SUMMARY*


                            Arbitration

    The panel affirmed the district court’s order denying a
motion to compel arbitration in a class action alleging
violations of federal and Washington state law.

    The panel held that the district court correctly concluded
under Washington law that the defendant was not entitled to
invoke the arbitration clause as a third-party beneficiary or
through equitable estoppel.


                            COUNSEL

C. Allen Garrett Jr. (argued) and Aaron J. Ross, Kilpatrick
Townsend & Stockton LLP, Atlanta, Georgia; Pamela M.
Andrews and Jennifer Lauren, Andrews Skinner, P.S., Seattle,
Washington, for Defendant-Appellant.

Thomas E. Loeser (argued) and Steve W. Berman, Hagens
Berman Sobol Shapiro LLP, Seattle, Washington; Stuart M.
Paynter, Jennifer L. Murray, and Celeste H.G. Boyd, The
Paynter Law Firm PLLC, Washington, D.C., for Plaintiff-
Appellee.




  *
    This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
           RAJAGOPALAN V . NOTE WORLD , LLC                  3

                         OPINION

PER CURIAM:

    This appeal presents the question, inter alia, of whether
an entity may compel arbitration on the basis of an arbitration
clause in a contract to which it was not a party. Under the
circumstances presented by this case, we conclude it may not,
and we affirm the order of the district court denying the
motion to compel arbitration.

                              I

    Amrish Rajagopalan accumulated approximately $15,000
in debt while in school to become an electrical engineer.
After losing his job, he had difficulty repaying his debts and
decided to seek professional assistance. He found First Rate
Debt Solutions (“First Rate”) on the Internet, and decided to
sign up for their debt settlement program after being told that
they had skilled lawyers and negotiators that would settle his
debts for pennies on the dollar. Over the course of two or
three phone calls with a First Rate agent, Rajagopalan claims
he signed up for a one-year program with the understanding
that the fees would not exceed $2,000. During one phone call
with the agent, Rajagopalan received a link via e-mail to First
Rate’s contract; Rajagopalan scrolled through while the agent
explained the contract in approximately two minutes, and
then electronically signed the contract.

    That contract was thirteen pages long, and included
several documents. Of most significance was an arbitration
clause, which provided:
4          RAJAGOPALAN V . NOTE WORLD , LLC

       10. Legal Disputes: In the event of any
       litigation arising out of or relating to this
       Agreement, all parties, including Client, P&E
       Solutions agree to resolve the dispute with
       neutral binding arbitration according to the
       laws of the State of Florida. Venue for all
       arbitrations shall be in Broward County. This
       Agreement represents the entire Agreement
       by and between the parties. All prior oral
       agreements or written understandings are
       deemed merged herein. This Agreement may
       not be amended except by a written document
       signed by each of the parties hereto.

    After eleven months had passed, Rajagopalan canceled
his subscription and sought a full refund from defendant
NoteWorld, which was responsible for the payment
processing. A total of $8,290.15 had been withdrawn from
Rajagopalan’s bank account and deposited into his
NoteWorld account, but Rajagopalan had received no offers
from creditors. NoteWorld refunded the $5,424.97 that was
being held in “reserve” to pay settlements, but would not
refund the $2,865.18 that had been disbursed to the debt relief
service provider (“DRSP”) or the $170.00 that NoteWorld
kept for its fees. The letter response from NoteWorld’s in-
house counsel explained that “NoteWorld is a completely
separate entity from your DRSP, is independently owned and
operated and does not perform the duties that you would have
contracted your DRSP to do.” NoteWorld is a “vehicle for
payment processing,” and “[a]t all times, NoteWorld
undertakes these obligations as an independent third-party
and does not act as an agent for the DRSP, nor does it take on
any of the contractual obligations of the DRSP.” “NoteWorld
            RAJAGOPALAN V . NOTE WORLD , LLC                      5

is not a debt relief company and did not enter into a contract
with you to provide you with debt relief services.”1

    Rajagopalan filed a class action complaint in the Western
District of Washington against NoteWorld alleging, among
other things, violations under the Racketeering Influenced
and Corrupt Organizations Act (“RICO”) and Washington
state law. NoteWorld filed a motion (a) to stay litigation and
compel arbitration or, in the alternative, (b) to dismiss
without prejudice. NoteWorld concedes that it was not a
signatory to the contract containing the arbitration provision,
but argues that because Rajagopalan’s claims necessarily rely
upon and arise under that contract, NoteWorld may invoke
the arbitration agreement both as a third-party beneficiary of
the contract and under the theory of equitable estoppel.

    The district court denied NoteWorld’s motion to compel
arbitration, holding that the arbitration agreement was
substantively unconscionable and that NoteWorld could not
invoke the arbitration agreement as a third-party beneficiary
or under the equitable estoppel doctrine. We have
jurisdiction under 9 U.S.C. § 16(a), and we affirm.

                                II

    Generally, “as a matter of federal law, any doubts
concerning the scope of arbitrable issues should be resolved
in favor of arbitration[.]” Moses H. Cone Mem’l Hosp. v.
Mercury Const. Corp., 460 U.S. 1, 24–25, (1983). However,
“[t]he question here is not whether a particular issue is


  1
   Rajagopalan’s motion to supplement the record is denied. “Save in
unusual circumstances, we consider only the district court record on
appeal.” Lowry v. Barnhart, 329 F.3d 1019, 1024 (9th Cir. 2003).
6           RAJAGOPALAN V . NOTE WORLD , LLC

arbitrable, but whether a particular party is bound by the
arbitration agreement. Under these circumstances, the liberal
federal policy regarding the scope of arbitrable issues is
inapposite.” Comer v. Micor, Inc., 436 F.3d 1098, 1104 n.11
(9th Cir. 2006).

    “The validity of an arbitration provision, like that of any
contract, is subject to de novo review.” Coneff v. AT & T
Corp., 673 F.3d 1155, 1157 (9th Cir. 2012). “The denial of a
motion to compel arbitration is reviewed de novo.” Mundi v.
Union Sec. Life Ins. Co., 555 F.3d 1042, 1044 n.1 (9th Cir.
2009). “[T]raditional principles of state law” determine
whether a “contract [may] be enforced by or against
nonparties to the contract through . . . third-party beneficiary
theories . . . and estoppel.” Arthur Andersen LLP v. Carlisle,
556 U.S. 624, 631 (2009) (citation and internal quotation
marks omitted).

                              III

     The district court correctly held that NoteWorld is not a
third-party beneficiary to the contract containing the
arbitration clause. Under Washington state law, “both
contracting parties must intend that a third party beneficiary
contract be created.” Postlewait Const., Inc. v. Great Am.
Ins. Companies, 720 P.2d 805, 806 (Wash. 1986). “[T]he key
is . . . whether performance under the contract would
necessarily and directly benefit that party.” Id. at 806–07
(internal quotation marks omitted). Though it is true that
NoteWorld’s name is mentioned in the contract, “indirect
reference to a third party does not make the third party a
beneficiary of the [contract].” See Tooley v. Stevenson
Co-Ply, Inc., 724 P.2d 368, 371 (Wash. 1986). Furthermore,
“[t]he creation of a third party beneficiary contract requires
           RAJAGOPALAN V . NOTE WORLD , LLC                  7

that the parties intend that the promisor assume a direct
obligation to the intended beneficiary at the time they enter
into the contract,” Burke & Thomas, Inc. v. Int’l Org. of
Masters, 600 P.2d 1282, 1285 (Wash. 1979), and NoteWorld
has submitted no evidence that Rajagopalan intended to
designate NoteWorld as a third-party beneficiary, that
NoteWorld assumed any duties or obligations under the First
Rate contract, or that any party assumed direct obligations to
NoteWorld.

                              IV

    The district court also properly concluded that NoteWorld
may not invoke the arbitration clause on the basis of equitable
estoppel. We have never previously allowed a non-signatory
defendant to invoke equitable estoppel against a signatory
plaintiff, and we decline to expand the doctrine here.
“Equitable estoppel ‘precludes a party from claiming the
benefits of a contract while simultaneously attempting to
avoid the burdens that contract imposes.’” Mundi, 555 F.3d
at 1045. Where other circuits have granted motions to
compel arbitration on behalf of non-signatory defendants
against signatory plaintiffs, it was “essential in all of these
cases that the subject matter of the dispute was intertwined
with the contract providing for arbitration.” Id. at 1046
(quoting Sokol Holdings, Inc. v. BMB Munai, Inc., 542 F.3d
354, 361 (2d Cir. 2008)) (internal quotation marks omitted).

    Here, Rajagopalan does not contend that NoteWorld or
any other party breached the terms of the contract. Instead,
Rajagopalan has “statutory claims that are separate from the
[] contract itself.” See Powell v. Sphere Drake Ins. PLC.,
988 P.2d 12, 14 (Wash. Ct. App. 1999); see also Bradley v.
Morgan Drexen, Inc., 2009 WL 2870508, at *2 (E.D. Wash.
8           RAJAGOPALAN V . NOTE WORLD , LLC

Aug. 31, 2009) (“Plaintiffs are not seeking to enforce the
contract; rather, Plaintiffs are asserting a claim under the
Washington Debt Adjustment Act and the Washington
Consumer Protection Act.”).          Because Rajagopalan’s
statutory claims“d[o] not arise out of or relate to the contract
that contained the arbitration agreement,” see Mundi,
555 F.3d at 1047(citing Brantley v. Republic Mortg. Ins. Co.,
424 F.3d 392, 396 (4th Cir. 2005)), NoteWorld may not
compel Rajagopalan to arbitrate his claims on the basis of
equitable estoppel.

                               V

    The district court correctly concluded that NoteWorld is
not entitled to invoke the arbitration clause as a third-party
beneficiary or through equitable estoppel. Given this
determination, we need not decide any other question
presented on appeal.

    AFFIRMED.
