NOT FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

GLOBAL INDUSTRIAL INVESTMENT 

LIMITED; CHINA FORTUNE LAND 

DEVELOPMENT CO., LTD.,

Plaintiffs - Appellees,

1955 CAPITAL CHINA FUND GP LLC,

Plaintiff - Appellant,

v.

1955 CAPITAL FUND I GP LLC,

Defendant - Appellant.

No. 23-2662

D.C. No.

4:21-cv-08924-HSG

MEMORANDUM*

Appeal from the United States District Court

for the Northern District of California

Haywood S. Gilliam Jr., District Judge, Presiding

Argued and Submitted June 10, 2024

San Francisco, California

Before: NGUYEN, R. NELSON, and BRESS, Circuit Judges.

We review an order confirming an arbitration award requiring two venturecapital funds, 1955 Capital Fund I GP LLC and 1955 Capital China Fund GP LLC, 

* This disposition is not appropriate for publication and is not precedent 

except as provided by Ninth Circuit Rule 36-3.

FILED

JUL 1 2024

MOLLY C. DWYER, CLERK

U.S. COURT OF APPEALS
2 23-2662

to dissolve. The arbitrator awarded that relief after Global Industrial Investment 

Limited (GIIL) and China Fortune Land Development (CFLD), the funds’ primary 

investors, alleged that the funds’ general partners breached their fiduciary duty to 

the point that the funds could not operate according to their purpose. “[T]he sole 

question for us is whether the arbitrator (even arguably) interpreted the parties’ 

contract, not whether he got its meaning right or wrong.” Oxford Health Plans LLC 

v. Sutter, 569 U.S. 564, 569 (2013). Even if there is a better interpretation, the 

arbitrator’s interpretation controls, “however good, bad, or ugly.” Id. at 573. We 

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

1. “We review the district court’s decision to confirm an arbitration award 

de novo.” Schoenduve Corp. v. Lucent Techs., Inc., 442 F.3d 727, 730 (9th Cir. 

2006). Our review of the arbitrator’s decision, however, is “extremely limited”—

we give it a “nearly unparalleled degree of deference.” Stead Motors of Walnut

Creek v. Auto. Machinists Lodge No. 1173, 886 F.2d 1200, 1205, 1209 (9th Cir. 

1989) (en banc). Such deference means that we are “bound—under all except the 

most limited circumstances—to defer to the decision of another, even if we believe 

that the decision finds the facts and states the law erroneously.” Id. at 1204. “We 

must affirm an order to confirm an arbitration award unless it can be vacated . . . as 

prescribed by the [Federal Arbitration Act (FAA)].” Schoenduve Corp., 442 F.3d at 

731. 
3 23-2662

The FAA allows courts to vacate an award if “the arbitrator[] exceeded [his]

powers.” 9 U.S.C. § 10(a)(4). But we vacate awards only in “extremely narrow”

circumstances where the arbitrator’s exercise of authority is “completely irrational” 

in that it “fails to draw its essence from the agreement.” HayDay Farms, Inc. v. 

FeeDx Holdings, Inc., 55 F.4th 1232, 1241–42 (9th Cir. 2022). An arbitrator’s 

“understanding of [his] scope of authority is entitled to the ‘same . . . great deference 

as [his] determination on the merits.’” U.S. Life Ins. Co. v. Superior Nat’l Ins. Co., 

591 F.3d 1167, 1178 (9th Cir. 2010) (cleaned up) (quoting Schoenduve Corp., 442 

F.3d at 733).

2. The arbitrator’s conclusion that he had authority to order the funds to 

dissolve “dr[e]w its essence from the agreement” and is binding. HayDay Farms, 

55 F.4th at 1242. The arbitrator spent several pages interpreting the agreements to 

determine whether they gave him authority to dissolve the funds under Delaware 

law and the doctrine of equitable dissolution. He rejected the general partners’ 

“argument that a claim for dissolution conflicts with the [agreements] because 

neither of the two grounds for dissolution expressly mentioned in the [agreements] 

has occurred.” He explained that the arbitration clause was broad, giving him 

authority to arbitrate “[a]ny claim . . . of whatever nature . . . relating to this 

Agreement, including, without limitation, any action or claim based on . . . statute.” 

Since the parties agreed that their agreements would be governed by Delaware law, 
4 23-2662

the arbitrator’s view that Delaware law would also govern his decision on whether 

he could order the funds to dissolve is (at least) plausible. 

His conclusion that Delaware Code title 6, section 17-802 gave him power to 

order the funds to dissolve is also plausible. That statute allows “the Court of 

Chancery [to] decree dissolution of a limited partnership whenever it is not 

reasonably practicable to carry on the business in conformity with the partnership 

agreement.” Id. The arbitrator concluded that the authority “without limitation” to 

resolve “any action or claim based on . . . statute” of “whatever nature” included the 

ability to do what the Court of Chancery would have had the statutory authority to 

do—order the funds to dissolve. Put differently, he concluded that the arbitration 

clause displaced Delaware courts when it gave him authority to resolve all statutory 

claims that would normally be decided in court. That conclusion is far from 

“completely irrational.” HayDay Farms, 55 F.4th at 1241. It therefore binds us. 

While the arbitrator did not explicitly mention the agreements’ term provision in his 

analysis, he earlier acknowledged this provision, and the logic of his decision covers 

it.

3. We also defer to the arbitrator’s conclusion that ordering the funds to 

dissolve was the appropriate remedy. To determine whether it was “reasonably 

practicable to carry on the business in conformity with the partnership agreement,” 

Del. Code Ann. tit. 6, § 17-802, the arbitrator looked to the “purpose stated” in the 
5 23-2662

agreements and considered the general partners’ “ability to achieve that purpose.” 

A prior arbitrator’s interpretation of the agreements guided his conclusion that the 

funds existed to “invest in high-technology companies that expressed a willingness 

to locate in China” and, more specifically, “in CFLD[’]s industrial parks.” He then 

found that the general partners’ reckless breaches of their fiduciary duties stopped 

the partnerships from “[b]eing able to operate as warranted under the [agreements].” 

This conclusion is at least plausible given the facts as the arbitrator found them. 

4. We also affirm the district court’s holding as to who would serve as the 

funds’ liquidator. Under the agreements, “the General Partner shall carry out the 

duties of the liquidator.” The arbitrator recognized this provision, but then 

interpreted the arbitration clause—which gives him power to “grant any . . . 

permanent equitable remedy or relief”—as authorizing him to allow GIIL to 

“appoint a reputable liquidator in its own discretion” absent party agreement, under 

the circumstances of this case. Here too, the only question is whether the arbitrator 

based his decision in the agreements’ text. Since he did, his interpretation holds, 

“however good, bad, or ugly.” Oxford Health Plans, 569 U.S. at 573.

5. Finally, we hold that GIIL and CFLD were the prevailing parties. Not 

only did they prevail on their dissolution claim, but, as the arbitrator found, they 

“also prevailed in respect to their other claims and their defenses.” 

AFFIRMED.