NOT FOR PUBLICATION FILED

UNITED STATES COURT OF APPEALS JUL 20 2020

MOLLY C. DWYER, CLERK

U.S. COURT OF APPEALS

FOR THE NINTH CIRCUIT

OXY-HEALTH, LLC, a California Limited No. 19-55986 Liability Company, D.C. No. Plaintiff-Appellee, 2:18-cv-04066-MWF-SS

v.

MEMORANDUM*

H2 ENTERPRISES, INC., DBA

oxychambers.com, a California Corporation;

CHING WEN YEH, DBA

oxychambers.com, AKA Wen Yeh, an individual,

Defendants-Appellants.

Appeal from the United States District Court for the Central District of California Michael W. Fitzgerald, District Judge, Presiding

Submitted July 9, 2020** Pasadena, California

Before: BERZON and COLLINS, Circuit Judges, and KATZMANN,*** Judge.

* This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3. ** The panel unanimously concludes this case is suitable for decision without oral argument. See Fed. R. App. P. 34(a)(2). *** The Honorable Gary S. Katzmann, Judge for the United States Court of International Trade, sitting by designation. Plaintiff Oxy-Health, LLC, brought trademark infringement and related

claims against its former employee Ching Wen Yeh and his business, H2

Enterprises (collectively, “Wen”). Wen appeals the district court’s order denying

his motion to compel arbitration.

A district court’s denial of a motion to compel arbitration is reviewed de

novo. Kilgore v. KeyBank, Nat. Ass’n, 718 F.3d 1052, 1057 (9th Cir. 2013) (en

banc). “Notwithstanding the federal policy favoring it, arbitration is a matter of

contract and a party cannot be required to submit to arbitration any dispute which

he has not agreed so to submit.” Tracer Research Corp. v. Nat’l Envtl. Servs. Co.,

42 F.3d 1292, 1294 (9th Cir. 1994) (internal quotation marks omitted). “[W]e must

look to the express terms of the agreements at issue to determine whether [the

parties] intended that [the] claims be arbitrated.” Ferguson v. Corinthian Colleges,

Inc., 733 F.3d 928, 938 (9th Cir. 2013) (citation omitted).

1. The district court properly interpreted the scope of the arbitration

agreement in Wen’s employee handbook as limited to employment-related

disputes. By its own terms, the agreement is limited to the employment

relationship: Oxy-Health “promise[d] to arbitrate all employment-related disputes”;

Wen agreed to arbitrate disputes “arising out of, relating to, or resulting from [his]

employment with the company”; and the list of examples of claims covered

includes statutes concerning employment issues. The district court properly held

2 that the provision stating that “this agreement to arbitrate also applies to any

disputes that the company may have with you,” read in context, is limited to

employment-related disputes. This limitation is necessary to “give effect to every

part” of the agreement, “each clause helping to interpret the other.” See Comedy

Club, Inc. v. Improv West Assocs., 553 F.3d 1277, 1285 (9th Cir. 2009) (quoting

Cal. Civ. Code § 1641).

2. The district court properly concluded that Oxy-Health’s trademark-based

claims are not covered by the arbitration agreement because they did not arise out

of, relate to, or result from Wen’s prior employment with Oxy-Health. Oxy-

Health’s trademark-based claims focus on Wen’s use of the allegedly infringing

mark “oxychambers.com” and can be resolved entirely without reference to Wen’s

former employment by Oxy-Health. See Simula, Inc. v. Autoliv, Inc., 175 F.3d 716,

721 (9th Cir. 1999) (an arbitration agreement with the language here “reaches

every dispute between the parties having a significant relationship to the contract

and all disputes having their origin or genesis in the contract”). Although the

parties apparently dispute whether Wen’s ownership of that mark is wrongful, that

issue has no bearing on Oxy-Health’s trademark-related claims as presently

pleaded in the complaint. Because none of the complaint’s allegations “touch

matters” that are employment-related and thus covered by the arbitration

3 agreement, the district court properly denied the motion to compel arbitration. See

id.; Tracer, 42 F.3d at 1295.

AFFIRMED.

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