                                                                            FILED
                            NOT FOR PUBLICATION                              MAR 15 2012

                                                                        MOLLY C. DWYER, CLERK
                     UNITED STATES COURT OF APPEALS                       U .S. C O U R T OF APPE ALS




                            FOR THE NINTH CIRCUIT



DEMOCRACY COUNCIL OF                             No.  10-56540
CALIFORNIA,
                                                 D.C. No.  2:10-cv-05088-PSG-SH
              Plaintiff - Appellant,

  v.                                             MEMORANDUM *

WRN LIMITED, PLC, a Private Limited
Company; WRN MEDIA LIMITED, a
Hong Kong Company,

              Defendants - Appellees. 



                    Appeal from the United States District Court
                        for the Central District of California
                    Philip S. Gutierrez, District Judge, Presiding

                        Argued and Submitted March 7, 2012
                               Pasadena, California

Before: PREGERSON, GOULD, and TALLMAN, Circuit Judges. 

       This diversity action arises from a dispute between plaintiff-appellant

Democracy Council of California (“DCC”) and defendants-appellees WRN Ltd.,

PLC, which is based in London, and WRN Media Ltd., which is based in Hong


        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir.  R. 36-3. 
Kong (together, “WRN”).  The district court dismissed the case for improper venue

under Rule 12(b)(3) of the Federal Rules of Civil Procedure.  We have jurisdiction,

28 U.S.C. § 1291, and we affirm. 

      The district court correctly determined that DCC consented to a Hong Kong

forum selection clause under California’s incorporation-by-reference doctrine.  See

Troyk v. Farmers Group, Inc., 171 Cal.  App.  4th 1305, 1331 (2009).  Although

DCC’s attorney indicated early in negotiations that he needed to give the Hong

Kong forum selection clause “some thought,” any ambiguity regarding DCC’s

consent was resolved when—almost two months later and without any further

comment—DCC signed the Amendment to Service Order Form, which expressly

ratified all other terms and conditions “not explicitly amended hereby . . . .”  The

Amendment thus confirmed that the parties agreed to the General Terms and

Conditions, including the Hong Kong forum selection clause.  See Roth v. Malson,

67 Cal.  App.  4th 552, 557 (1998) (“Contract formation is governed by objective

manifestations, not subjective intent of any individual involved.  The test is what

the outward manifestations of consent would lead a reasonable person to believe.” 

(internal quotation marks and citation omitted)). 

      The district court did not abuse its discretion in concluding that enforcement

of the Hong Kong forum selection clause is not unreasonable.  See Argueta v.


                                          2
Banco Mexicano, S.A., 87 F.3d 320, 325 (9th Cir.  1996).  There is no evidence of

fraud or overreaching by WRN.  And DCC will not be deprived of its day in court:

DCC has appeared through counsel (at least for limited purposes) in the ongoing

litigation in Hong Kong. 

      AFFIRMED. 




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