Burton Way Hotels, Ltd. v. Four Seasons Hotels Limited

MEMORANDUM

Burton Way Hotels (“Burton Way”) appeals from the district court’s confirmation of an arbitration award in favor of Four Seasons Hotels Limited (“Four Seasons”). We have jurisdiction pursuant to 28 U.S.C. § 1291 . Under the arbitration agreement, we review issues of law de novo but do not review the arbitration panel’s findings of fact. We reverse and remand the decision of the district court in part, and affirm in part.

1. We hold that the district court erred in confirming the arbitration panel’s grant of summary judgment to Four Seasons on Burton Way’s claim that Four Seasons breached the parties’ 1998 Hotel Management Agreement (“HMA”).

Under California contract law, extrinsic evidence is admissible when the offered evidence is “relevant to prove a meaning to which the language of the instrument is reasonably susceptible.” First Nat’l. Morg. Co v. Federal Realty Inv. Trust, 631 F.3d 1058, 1067 (9th Cir. 2011) (quoting Pac. Gas & Elec. Co. v. G. W. Thomas Drayage & Rigging Co., 69 Cal.2d 33 , 69 Cal.Rptr. 561 , 442 P.2d 641 (1968)). If the contract is reasonably susceptible to both parties’ interpretations, a conflict in the evidence presented “must be resolved in…