The Erection Company, Inc. v. W&W Steel, Llc

513 F. App'x 664

• Court: Court of Appeals for the Ninth Circuit
• Decided: March 21, 2013
• Docket: 11-35949
• Status: Unpublished

Opinion

MEMORANDUM *

The Erection Company (TEC) appeals the district court’s denial of its petition to compel arbitration and grant of W & W Steel’s (W & W) motion for partial summary judgment. The Federal Arbitration Act authorizes an appeal from an order denying a petition to compel arbitration, 9 U.S.C. § 16(a)(1)(C), and the district court certified its partial summary judgment as a final judgment, see Fed.R.Civ.P. 54(b). We therefore have jurisdiction under 28 U.S.C. § 1291, and we affirm.

1. TEC’s argument that the parties entered into a contract which contained an arbitration clause fails. W & W unequivocally expressed in its January 28, 2011, Letter of Intent that it intended to be bound only when a written subcontract was signed by both parties. No such written subcontract was ever signed by both parties. Nonetheless, TEC argues that the parties entered into a binding contract through their email communications on April 6, 2011. There was no contract formed on April 6, 2011 because there was no meeting of the minds on a set of terms. See Phillips v. Johnson, 266 Or. 544, 514 P.2d 1337, 1343 (1973) (“[B]efore there can be a valid contract there must be a meeting of the minds as to all of its terms... .”)• Because the parties did not enter into a contract which provided for disputes to be resolved through arbitration, the district court did not err in denying TEC’s petition to compel arbitration.

2. TEC has not raised a triable issue of material fact as to whether the parties formed a contract through their words and conduct prior to the April 6, 2011 negotiations. The district court therefore did not err in granting summary judgment to W & W on TEC’s breach of contract claim.

AFFIRMED.

* This disposition is not appropriate for publication and is not precedent except as provided by 9th Cir. R. 36-3.