NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
IMPEX ENTERPRISES LIMITED,

Plaintiff

- Appellant,

v.
SONY PICTURES WORLDWIDE ACQUISITIONS, INC.,

Defendant

- Appellee. No. 18

- 55150
D.C. No. 2:17

- cv - 01044

- SJO

- SK

MEMORANDUM *

Appeal from the United States District Court for the Central District of California S. James Otero, District Judge, Presiding Argued and Submitted September 11, 2019

Pasadena, California Before: OWENS, R. NELSON, and MILLER, Circuit Judges. Impex Enterprises L imited (Impex) appeals the district court’s summary judgment in favor of Defendant

- Appellee Sony Pictures Worldwide Acquisitions,
Inc. (Sony) on Impex’s diversity action alleging breach of contract. Reviewing de

novo, Pauma Band of Luiseno Mission Indians of the Pauma & Yuima Reservation v. California , 813 F.3d 1155, 1163 (9th Cir. 2015) , w e affirm.

* This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36

- 3. 

# FILED

SEP 16 2019
MOLLY C. DWYER, CLER K U.S. COURT OF APPEAL S2

Impex and Sony offer two differing interpretations of their Interparty Agreement (IPA)

. The principles governing construction of contracts are well
settled under California law. Starlight Ridge S. Homeowners Ass’n v. Hunter

Bloor , 177 Cal. App. 4th 440, 447 (2009). We must interpret the contract to “give
effect to the mutual intention of th e parties as it existed at the time of contracting,
so far as the same is ascertainable and lawful

. ” Cal. Civ. Code § 1636

. “ W hen a contract is reduced to writing, the intention of the parties is to be ascertained from the writing alone, if possible

. ” I d. § 1639. The l anguage of a contract governs it s interpretation if it is clear, explicit, and does not involve an absurdity

. Id. § 163 8

. Paragraph 3.1.1 of the IPA expressly sets forth two conditions precedent to Sony’s obligation to pay : (1) delivery of the film and (2) a Qualifying U.S.
Theatrical Release of the film. Undisputedly, the first condition occurred and the
second did not. Accordingly, Sony’s payment obligation never arose. Impex argues that other provisions of the IPA demon strate that payment is conditioned solely on delivery

. Although p rovisions in paragraph 9 suggest delivery is the sole condition precedent, we cannot interpret provisions in isolation. Starlight , 177 Cal. App. 4th at 447. Impex’s prof fered reading ignores the particular and specific provision directly addressing payment , which is paramount
to the more general paragraphs addressing arbitration procedures for determining whether delivery occurred

. Kashmiri v. Regents of Univ. of Cal. , 156 Cal . App. 4th3

809, 833

– 34 (2007). Additionally, t o the extent paragraphs 9 and 3.1.1 are inconsistent , they can
be reconciled . Cal. Civ. Code § 1652. The provisions in paragraph 9, which
appear to require payment upon delivery , all state that Sony “shall pay . . . as provided in paragraph 3 above . . .

. ” Th ese reference s to paragraph 3 can be read to incorporate both conditions in paragraph 3.1.1

. S ee Parsons v. Bristol Dev. Co. , 62 Cal. 2d 861, 868 (1965) . Doing so gives e ffect to both provisions. Cal. Civ. Code § 1641.
AFFIRMED.