                                                                              FILED
                           NOT FOR PUBLICATION                                 JUN 12 2013

                                                                          MOLLY C. DWYER, CLERK
                    UNITED STATES COURT OF APPEALS                          U.S. COURT OF APPEALS



                            FOR THE NINTH CIRCUIT


STRATEGIX, LTD., a California                    No. 11-56593
corporation; EPASSAGE, INC., a Nevada
corporation,                                     D.C. No. 2:11-cv-04638-GAF-
                                                 VBK
              Plaintiffs - Appellants,

  v.                                             MEMORANDUM*

ST. PAUL FIRE AND MARINE
INSURANCE COMPANY, a Minnesota
corporation,

              Defendant - Appellee.


                   Appeal from the United States District Court
                      for the Central District of California
                    Gary A. Feess, District Judge, Presiding

                        Argued and Submitted June 7, 2013
                              Pasadena, California

Before: TROTT, LUCERO,** and W. FLETCHER, Circuit Judges.




        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
       **
             The Honorable Carlos F. Lucero, Circuit Judge for the U.S. Court of
Appeals for the Tenth Circuit, sitting by designation.
      Strategix, Ltd. and its parent company, ePassage, Inc. (collectively,

“Strategix”), appeal the district court’s judgment dismissing Strategix’s suit against

St. Paul Fire & Marine Insurance Co. (“St. Paul”), Strategix’s liability insurer.

Strategix claims that St. Paul wrongfully refused to defend Strategix against a

third-party lawsuit. We have jurisdiction under 28 U.S.C. § 1291, and we affirm.

      The third-party claims clearly fell within the breach of contract exclusion in

the insurance policy because they “result[ed] from” Strategix’s alleged breach of

the Asset Purchase Agreement and the Consulting Agreement. The alleged breach

had more than “a minimal causal connection or incidental relationship” to the

claims. Medill v. Westport Ins. Corp., 49 Cal. Rptr. 3d 570, 578-79 (Ct. App.

2006). Indeed, Strategix’s “potential liability would not exist without the

contracts.” Id. at 579; see also Cont’l Cas. Co. v. City of Richmond, 763 F.2d

1076, 1081 (9th Cir. 1985) (“The claim need bear only an incidental relationship to

the injury to come within the exclusionary clause . . . .”).

      AFFIRMED.




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