Background - In 2010 the F/V Majestic Blue, sold by Dongwon to related company Majestic for $10, sailed after repairs despite a known rudder leak; the vessel later sank in June 2010, killing Chief Engineer Chang Cheol Yang and Captain Hill. - Yang’s widow sued Dongwon and Majestic for wrongful death (Jones Act, general maritime law, DOHSA, survival), alleging unseaworthy vessel and incompetent crew supplied/supervised by Dongwon. - Majestic had an employment agreement with Yang dated March 23, 2010 that contained an arbitration clause; the signature block showed Dongwon signing “on behalf of Majestic Blue Fisheries, LLC.” - The district court compelled arbitration as to Majestic but denied Dongwon’s motion to compel arbitration because Dongwon was not a signatory/party. - Dongwon appealed, arguing the New York Convention (implemented by the Convention Act) permits a non-signatory to compel arbitration and alternatively urging state-law doctrines (equitable estoppel, agency, alter ego) or FAA-based principles. ### Issues | Issue | Plaintiff's Argument (Yang/widow) | Defendant's Argument (Dongwon) | Held | |---|---:|---|---| | 1. Can a non-signatory/non-party (Dongwon) compel arbitration under the Convention Act? | Dongwon is neither a signatory nor a party; Convention requires an agreement "signed by the parties." | The phrase "signed by the parties" applies only to standalone arbitration agreements, not to an "arbitral clause in a contract," so Dongwon may invoke the clause. | Held: No. Article II(2) requires the clause or agreement be "signed by the parties," and the Convention contemplates arbitration between the parties to the agreement; non-signatories cannot compel. | | 2. Can Dongwon rely on FAA/state-law doctrines (equitable estoppel/agency/alter ego) to compel arbitration despite Convention Act requirements? | Convention Act imposes additional prerequisites that preclude importing FAA/state-law exceptions; state doctrines don't bind under Convention Act. | Federal policy favors arbitration and state-law doctrines allow non-signatories to enforce arbitration clauses in some circumstances. | Held: The Convention Act governs and its stricter requirements control; FAA/state-law exceptions cannot circumvent the Convention Act; Dongwon did not meet Convention Act requirements. | | 3. Even under state law (California), do equitable estoppel, agency, or alter ego allow Dongwon to compel arbitration? | Yang: Claims (DOHSA, maritime law) are independent of the Majestic employment contract; estoppel and alter ego not applicable; Dongwon disavowed agency/alter ego in related litigation. | Dongwon: Plaintiffs alleged employment/agency/alter ego relationships, so state-law doctrines permit binding non-signatory. | Held: No. Under California law the doctrines do not apply here; claims are independent of the employment contract, Dongwon disavowed alter ego/agency, and it waived belated theories. | | 4. Should the district court’s denial of Dongwon’s motion to compel arbitration be reversed? | Yang: Denial proper because Dongwon not a party/signatory and Convention Act bars non-parties from compelling arbitration. | Dongwon: Denial should be reversed for reasons above (textual, treaty interpretation, or state-law doctrines). | Held: Affirmed. District court properly denied Dongwon’s motion to compel arbitration; costs taxed to Dongwon. | ### Key Cases Cited Kahn Lucas Lancaster, Inc. v. Lark Int’l Ltd., 186 F.3d 210 (2d Cir.) (treaty text/legislative history supports requiring signatures for both "arbitral clause" and "arbitration agreement") Rogers v. Royal Caribbean Cruise Line, 547 F.3d 1148 (9th Cir.) (Convention Act governs arbitration with foreign parties; FAA exemption for seamen employment contracts) Balen v. Holland Am. Line Inc., 583 F.3d 647 (9th Cir.) (party invoking Convention Act must prove existence and validity of a written agreement within Convention meaning) Kramer v. Toyota Motor Corp., 705 F.3d 1122 (9th Cir.) (doctrine allowing non-signatories to invoke arbitration under FAA where state contract law permits) Norcia v. Samsung Telecomm. Am., LLC, 845 F.3d 1279 (9th Cir.) (federal policy favoring arbitration does not bind non-parties to arbitration agreements) Hill v. Majestic Blue Fisheries, LLC, [citation="692 F. App'x 871"] (9th Cir.) (prior related judgment finding vessel unseaworthy and affirming damages)