                                                                           FILED
                           NOT FOR PUBLICATION                              JUN 12 2014

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



                            FOR THE NINTH CIRCUIT


WIMBLEDON FINANCING MASTER                       No. 12-56328
FUND, LTD, a Cayman Islands company
and STILLWATER MARKET NEUTRAL                    D.C. No. 2:11-cv-07695-GW-E
FUND III SPC, a Cayman Islands
company,
                                                 MEMORANDUM*
              Plaintiffs - Appellees,

  v.

DAVID MOLNER, an individual; et al.,

              Defendants - Appellants,

  And

ARAMID ENTERTAINMENT FUND
LIMITED,

              Defendant.


                    Appeal from the United States District Court
                       for the Central District of California
                     George H. Wu, District Judge, Presiding




        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
                              Submitted June 5, 2014**
                                Pasadena, California

Before: GOULD and N.R. SMITH, Circuit Judges, and ENGLAND, Chief District
Judge.***

      In their Second Amended Complaint, Wimbledon Financing Master Fund

Limited and Stillwater Market Neutral Fund III SPC (collectively “Plaintiffs”)

alleged claims for (1) breach of fiduciary duty, (2) breach of the covenant of good

faith and fair dealing, and (3) fraud. Defendants Aramid Entertainment Fund,

Screen Capital International Corporation, Aramid Capital Partners, and David

Molner (collectively “Defendants”) filed a motion to compel arbitration of those

claims. The district court denied Defendants’ motion. Reviewing de novo, Bushley

v. Credit Suisse First Boston, 360 F.3d 1149, 1152 (9th Cir. 2004), we affirm.

      The parties agree the Convention on the Recognition and Enforcement of

Foreign Arbitral Awards (9 U.S.C. §§ 201-208) controls the agreement at issue.

Although an agreement in writing may obligate the parties to the agreement to

arbitrate their claims, see Balen v. Holland Am. Line Inc., 583 F.3d 647, 654 (9th

Cir. 2009), Plaintiffs are not signatories to the agreement.


        **
             The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
        ***
              The Honorable Morrison C. England, Jr., Chief District Judge for the
U.S. District Court for the Eastern District of California, sitting by designation.

                                           2
      Defendants have not alleged a contract or agency theory to bind Plaintiffs to

the terms of an arbitration agreement they did not sign. See id. at 655; Letizia v.

Prudential Bache Secs., Inc., 802 F.2d 1185, 1187 (9th Cir. 1986) (“nonsignatories

of arbitration agreements” bound by such agreements to the extent “ordinary

contract and agency principles” would bind them). Defendants offer no controlling

law establishing their novel derivative theory as a viable means to bind

nonsignatories to arbitration agreements.

      AFFIRMED.




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