Orrico

MEMORANDUM **

Appellants Alliant Foodservice Inc. (“Alliant”) and U.S. Foodservice (“USF”) (together, “Appellants”) appeal the district court’s order granting summary judgment in favor of Appellees. In the order, the district court determined that Appellants breached a contract and awarded Appellees $7.2 million in damages. Appellants also appeal orders by the district court awarding prejudgment interest and attorneys’ fees to Appellees and denying referral of earnout payment calculations to arbitration. We affirm in part and reverse and remand in part.

A district court’s decision to grant summary judgment is reviewed de novo. Margolis v. Ryan, 140 F.3d 850, 852 (9th Cir.1998). The district court correctly concluded that Appellants breached the Stock Purchase Agreement (“the Agreement”) in which they agreed to purchase Appellees’ company, K & N Meats (“K & N”), and pay Appellees a conditional earnout payment if the company attained certain levels *901 of financial performance. The record demonstrates that Appellants violated their contractual .obligations and frustrated the condition precedent by terminating K & N’s meat grinding operation and failing to migrate their customers…