NOT FOR PUBLICATION FILED

UNITED STATES COURT OF APPEALS NOV 18 2024

MOLLY C. DWYER, CLERK

U.S. COURT OF APPEALS

FOR THE NINTH CIRCUIT

HAYDAY FARMS, INC. and NIPPON No. 23-3182

KOKUSAI AGRICULTURAL HOLDINGS,

INC., D.C. No. 2:21-cv-00346-JGB-SP Appellants,

v. MEMORANDUM*

FEEDX HOLDINGS, INC.,

Appellee.

Appeal from the United States District Court for the Central District of California Jesus G. Bernal, District Judge, Presiding

Argued and Submitted November 6, 2024 Pasadena, California

Before: WARDLAW, HURWITZ, and DESAI, Circuit Judges.

Appellants, HayDay Farms, Inc. and Nippon Kokusai Agricultural Holdings,

Inc. (collectively, “HayDay”), appeal the district court’s amended judgment

concerning an arbitral award. We previously affirmed in part the district court’s 2021

order confirming the arbitral award, reversed in part the district court’s order

* This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3. vacating the arbitral award, and remanded “with instructions to confirm the whole

award.” See HayDay Farms, Inc. v. FeeDx Holdings, Inc., 55 F.4th 1232, 1245 (9th

Cir. 2022).1 HayDay argues that the district court exceeded its jurisdiction on remand

by vacating the award as to non-signatories Thomas Tsai, HayDx, Inc., and FFNT

(collectively, the “non-signatories”) and confirming the remainder of the award.

We have jurisdiction under 9 U.S.C. § 16 and 28 U.S.C. § 1291. We may

interpret our own mandates, and we review the district court’s compliance with our

mandate de novo. United States v. Kellington, 217 F.3d 1084, 1092 (9th Cir. 2000).

“[I]f a district court errs by violating the rule of mandate, the error is a jurisdictional

one.” United States v. Thrasher, 483 F.3d 977, 982 (9th Cir. 2007). We affirm.

1. The district court did not err by interpreting the mandate as restricted

to only Parts Two and Three of its 2021 judgment. Part One of the 2021 judgment,

which dealt with the non-signatories, was not a subject of the first appeal; HayDay

raised no argument about it. Our opinion does not mention the non-signatories or

analyze whether the arbitral award’s use of the term “Respondents” when awarding

arbitration fees included the non-signatories. See HayDay Farms, 55 F.4th at 1236–

1 HayDay previously appealed the district court’s original judgment (the “2021 judgment”) which confirmed a portion of the arbitral award. The 2021 judgment was in three parts: (1) vacating the arbitral award against non-signatories (Part One); (2) vacating an award of $7 million against FeeDx (Part Two); and (3) confirming the rest of the arbitral award (Part Three). The parties only filed cross-appeals to Parts Two and Three.

2 23-3182 45. We therefore never took up whether awarding such costs against non-signatories

dismissed from the arbitration would be irrational. See id.

Because the district court’s prior ruling in Part One was not “foreclosed by

the mandate” or “expressly or impliedly disposed of on [the first] appeal,” the district

court had jurisdiction to revisit and decide the issue on remand. Kellington, 217 F.3d

at 1092, 1094; see also S.F. Herring Ass’n v. U.S. Dep’t of Interior, 946 F.3d 564,

574 (9th Cir. 2019).2

AFFIRMED.

2 Because the mandate did not encompass Part One, we need not address HayDay’s waived personal jurisdiction argument. Furthermore, we reject HayDay’s argument that the district court lacked subject matter jurisdiction over the action. See HayDay Farms, 55 F.4th at 1239 (“[T]he district court had subject matter jurisdiction over the action.”).

3 23-3182