On May 8, 2017, the Ninth Circuit found that purchase orders must be read together with the distribution agreement. The case, Sunvalley Solar, Inc. v. CEEG (Shanghai) Solar Science & Technology Co., Ltd., 2017 WL 1952036 (9th Cir. 2017), involved a distribution contract that was silent as to arbitration. The contract established that individual transactions were to be governed by the purchase order, and where there are any instances of contradiction of the purchase order, the terms of the distribution contract applies.

The purchase order at issue contained an arbitration clause. The plaintiffs argued the distribution contract was the only contract implicated by the dispute and specific purchase orders’ arbitration clauses did not apply. The appellate court disagreed and held the “distribution contract cannot be read in isolation, as it specifically called for individual purchase orders for each transaction. The terms of the specific purchase orders did not conflict with the distribution contract, and thus the arbitration clauses contained therein apply to the dispute between [plaintiff] and [d]efendants.” The appellate court affirmed granting the defendants’ motion to compel arbitration and dismiss the case.

The very brief decision was notated by the court as not for publication and not precedent