NOT FOR PUBLICATION FILED

UNITED STATES COURT OF APPEALS APR 18 2022

MOLLY C. DWYER, CLERK

U.S. COURT OF APPEALS

FOR THE NINTH CIRCUIT

JPAULJONES, L.P., No. 21-35365

Plaintiff-Appellant, D.C. No. 3:20-cv-01767-IM

v.

MEMORANDUM*

ZURICH INSURANCE COMPANY,

(China) Limited,

Defendant-Appellee.

Appeal from the United States District Court for the District of Oregon Karin J. Immergut, District Judge, Presiding

Argued and Submitted February 10, 2022 Portland, Oregon

Before: PAEZ and NGUYEN, Circuit Judges, and EATON,** Judge.

Appellant JPaulJones, L.P. appeals the district court’s dismissal of its case

on forum non conveniens grounds. The issue on appeal is whether Appellant’s

claims for breach of contract and a declaratory judgment are governed by a

* This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3. ** Richard K. Eaton, Judge of the United States Court of International Trade, sitting by designation. contractual dispute resolution clause in a commercial insurance contract issued by

Appellee Zurich General Insurance Company (China) Limited. The parties do not

dispute that the relevant clause requires that claims “arising from performance of

th[e] Contract” be either arbitrated before the Shanghai arbitration committee or

litigated in “people’s court.” The district court dismissed Appellant’s claims

because it concluded that they fall within the scope of that clause. We have

jurisdiction under 28 U.S.C. § 1291, and we affirm.

1. The district court correctly concluded that Appellant’s claims are

governed by the dispute resolution clause. While we agree with Appellant that the

phrase “arising from” indicates the clause’s narrow scope and excludes peripheral

claims, see Mediterranean Enterprises, Inc. v. Ssangyong Corp., 708 F.2d 1458,

1464 (9th Cir. 1983), Appellant’s claims nevertheless “aris[e] from performance”

of the contract. The term “performance”—when read in the context of the specific

dispute resolution clause at issue here—encompasses varying types and degrees of

performance, including non-performance. Shakey’s Inc. v. Covalt, 704 F.2d 426,

434 (9th Cir. 1983) (reasoning that every part of a written contract must be

“interpreted with reference to the whole” and “[p]reference must be given to

reasonable interpretations as opposed to those that are unreasonable”). Appellant’s

claims for breach of contract and a declaratory judgment, which it concedes arise

from non-performance, therefore fall within the scope of the clause.

2 2. The district court also correctly concluded that the provision providing

for litigation in “people’s court” did not permit litigation in the District of Oregon

or Oregon state court. Appellant’s interpretation of “people’s court” as essentially

any court is not a common interpretation of that phrase and renders superfluous the

term “people’s.” 11 Williston on Contracts § 32:5 (4th ed.) (“An interpretation

which gives effect to all provisions of the contract is preferred to one which

renders part of the writing superfluous, useless or inexplicable.”). Read in the

context of the contract as a whole, “people’s court” unambiguously refers to a

court of the People’s Republic of China. The only other contractual provision to

use the term “people’s” explicitly refers to the “People’s Republic of China,”

where the parties to the contract are located and where the contract was executed.

That the dispute resolution clause requires arbitration to take place before the

Shanghai arbitration committee further supports the contracting parties’ intent to

resolve disputes in China.

AFFIRMED.

3