                                                                            FILED
                           NOT FOR PUBLICATION
                                                                             JUL 12 2016
                    UNITED STATES COURT OF APPEALS                       MOLLY C. DWYER, CLERK
                                                                          U.S. COURT OF APPEALS


                            FOR THE NINTH CIRCUIT


BEIJING ZHONGYI ZHONGBIAO                        No. 13-36102
ELECTRONIC INFORMATION
TECHNOLOGY CO. LTD.,                             D.C. No. 2:13-cv-01300-MJP

              Plaintiff - Appellant,
                                                 MEMORANDUM*
 v.

MICROSOFT CORPORATION,

              Defendant - Appellee.


                   Appeal from the United States District Court
                     for the Western District of Washington
                Marsha J. Pechman, Senior District Judge, Presiding

                        Argued and Submitted June 8, 2016
                               Seattle, Washington

Before: PAEZ, BYBEE, and CHRISTEN, Circuit Judges.

      Beijing Zhongyi Zhongbiao Electronic Information Technology Co. Ltd.

(“Zhongyi”) sued Microsoft Corporation (“Microsoft”) alleging copyright




        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
infringement. The district court dismissed the complaint and Zhongyi appeals. We

have jurisdiction, 28 U.S.C. § 1291, and affirm.

      Zhongyi argues that the district court erred by finding that the license

agreement between Zhongyi and Microsoft included a license to use Zhongyi’s

fonts in operating systems released after Windows 95. We disagree. The

agreement’s terms granted Microsoft a “perpetual” license to use the fonts in “any”

Microsoft software product.

      Nor did the district court err by refusing to look to memoranda of

understanding between Microsoft and the Chinese government as extrinsic

evidence of a limitation on these broad contract terms. Washington law does not

permit a contracting party to use extrinsic evidence to add a new extra-contractual

limitation to a contract. See Hearst Commc’ns, Inc. v. Seattle Times Co., 115 P.3d

262, 267 (Wash. 2005) (en banc).

      Zhongyi also argues that the district court erred by failing to grant Zhongyi

leave to amend to assert that the Chinese-language versions of the memoranda of

understanding between the Chinese government and Microsoft more clearly

showed Zhongyi and Microsoft’s intent to limit the license’s scope to Windows 95.

But this amendment would be futile because, as discussed above, the district court

was correct to not look to the memoranda as extrinsic evidence of an extra-


                                          2
contractual limitation on the contract’s terms. Regardless, Zhongyi identifies only

a single, insignificant translation discrepancy in one of the two memoranda.

      Finally, Zhongyi seeks leave to amend to assert that, under Chinese law, the

license agreement required Chinese governmental approval, and the memoranda

showed that the Chinese government only approved a license for Windows 95.

Even assuming that Washington would refuse to enforce a contract that violates

Chinese law, and that Zhongyi has standing to raise this argument, leave to amend

would be futile because neither memorandum actually limited the scope of future

licensing to Windows 95.1

AFFIRMED.




      1
              In its briefing, Zhongyi sought leave to amend to assert a reformation
claim. Zhongyi also sought a ruling that Microsoft was collaterally estopped from
asserting its non-infringement argument and its broad reading of the license
agreement due to a Chinese court’s contrary findings in a parallel proceeding.
Counsel explicitly waived these arguments at oral argument.
                                          3
