                           NOT FOR PUBLICATION                           FILED
                    UNITED STATES COURT OF APPEALS                        SEP 16 2019
                                                                      MOLLY C. DWYER, CLERK
                                                                       U.S. COURT OF APPEALS
                           FOR THE NINTH CIRCUIT

IMPEX ENTERPRISES LIMITED,                      No.    18-55150

                Plaintiff-Appellant,            D.C. No.
                                                2:17-cv-01044-SJO-SK
 v.

SONY PICTURES WORLDWIDE                         MEMORANDUM*
ACQUISITIONS, INC.,

                Defendant-Appellee.

                   Appeal from the United States District Court
                       for the Central District of California
                    S. James Otero, District Judge, Presiding

                    Argued and Submitted September 11, 2019
                              Pasadena, California

Before: OWENS, R. NELSON, and MILLER, Circuit Judges.

      Impex Enterprises Limited (Impex) appeals the district court’s summary

judgment in favor of Defendant-Appellee Sony Pictures Worldwide Acquisitions,

Inc. (Sony) on Impex’s diversity action alleging breach of contract. Reviewing de

novo, Pauma Band of Luiseno Mission Indians of the Pauma & Yuima Reservation

v. California, 813 F.3d 1155, 1163 (9th Cir. 2015), we affirm.


      *
             This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
      Impex and Sony offer two differing interpretations of their Interparty

Agreement (IPA). The principles governing construction of contracts are well

settled under California law. Starlight Ridge S. Homeowners Ass’n v. Hunter-

Bloor, 177 Cal. App. 4th 440, 447 (2009). We must interpret the contract to “give

effect to the mutual intention of the parties as it existed at the time of contracting,

so far as the same is ascertainable and lawful.” Cal. Civ. Code § 1636. “When a

contract is reduced to writing, the intention of the parties is to be ascertained from

the writing alone, if possible.” Id. § 1639. The language of a contract governs its

interpretation if it is clear, explicit, and does not involve an absurdity. Id. § 1638.

      Paragraph 3.1.1 of the IPA expressly sets forth two conditions precedent to

Sony’s obligation to pay: (1) delivery of the film and (2) a Qualifying U.S.

Theatrical Release of the film. Undisputedly, the first condition occurred and the

second did not. Accordingly, Sony’s payment obligation never arose.

      Impex argues that other provisions of the IPA demonstrate that payment is

conditioned solely on delivery. Although provisions in paragraph 9 suggest

delivery is the sole condition precedent, we cannot interpret provisions in isolation.

Starlight, 177 Cal. App. 4th at 447. Impex’s proffered reading ignores the

particular and specific provision directly addressing payment, which is paramount

to the more general paragraphs addressing arbitration procedures for determining

whether delivery occurred. Kashmiri v. Regents of Univ. of Cal., 156 Cal. App. 4th


                                           2
809, 833–34 (2007).

      Additionally, to the extent paragraphs 9 and 3.1.1 are inconsistent, they can

be reconciled. Cal. Civ. Code § 1652. The provisions in paragraph 9, which

appear to require payment upon delivery, all state that Sony “shall pay . . . as

provided in paragraph 3 above . . . .” These references to paragraph 3 can be read

to incorporate both conditions in paragraph 3.1.1. See Parsons v. Bristol Dev. Co.,

62 Cal. 2d 861, 868 (1965). Doing so gives effect to both provisions. Cal. Civ.

Code § 1641.

      AFFIRMED.




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