Wu

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4 IN THE UNITED STATES DISTRICT COURT

5 FOR THE NORTHERN DISTRICT OF CALIFORNIA

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7 NING BO FREE TRADE ZONE JIAYU Case No. 26-cv-06097-MMC

CHUNHUA VENTURE INVESTMENT

8 PARTNERSHIP (LIMITED

PARTNERSHIP), ORDER DENYING MOTION TO

9 REMAND; SETTING BRIEFING

Plaintiff, SCHEDULE ON MOTION TO DISMISS

10 FOR FORUM NON CONVENIENS, ET

v. AL.; STAYING BRIEFING ON MOTION

11 TO DISMISS FOR FAILURE TO STATE

YING WU, et al., CLAIM

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Defendants.

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14 Before the Court is plaintiff Ning Bo Free Trade Zone Jiayu Chunhua Venture

15 Investment Partnership’s Motion, filed July 9, 2026, “to Remand Case to State Court.”

16 Defendant1 Ying Wu has filed opposition, to which plaintiff has replied. Having read and

17 considered the papers filed in support of and in opposition to the motion, the Court rules

18 as follows.2

19 In its Complaint, filed in state court on February 19, 2026, plaintiff, “a limited

20 partnership duly organized under the laws of People’s Republic of China” (see Doc. No.

21 1-1 Ex. A-1 ¶ 1), alleges defendant Ying Wu, Chairman of the Board of Zhongjia

22 Bochuang Information Technology Co., Ltd. (“Zhongjia Bochuang”), “a public company

23 listed on the Shenzhen Stock Exchange” (see id. ¶¶ 10-11), made fraudulent and/or

24 negligent representations to plaintiff, which representations allegedly induced plaintiff to

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1 Plaintiff also brings the instant action against a second defendant, Wenhong Wu.

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(See Doc. No. 1-1 Ex. A-1 ¶ 3.) According to defendant’s Notice of Removal, Wenhong

Wu “has not been served” and “has not appeared.” (See Doc. No. 1 ¶ 15.)

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1 agree to a merger between a company owned by plaintiff and Zhongjia Bochuang (see id.

2 ¶¶ 37, 43).3

3 On June 18, 2026, defendant removed the above-titled action to federal district

4 court, contending the agreements entered into between plaintiff and Zhongjia Bochuang

5 to facilitate said merger “contained an arbitration clause” (see Doc. No. 1 ¶¶ 19-20, 23),

6 and, consequently, according to defendant, federal courts have subject-matter jurisdiction

7 pursuant to 9 U.S.C. § 205 as the lawsuit’s “subject matter relates to arbitration

8 agreements … falling under the Convention on the Recognition and Enforcement of

9 Foreign Arbitral Awards of June 10, 1958” (hereinafter, “the Convention”) (see id. ¶ 1). By

10 the instant motion, plaintiff challenges defendant’s invocation of the Court’s jurisdiction

11 and seeks remand to state court.

12 The Convention “governs the enforcement of international arbitration

13 agreements.” See Am. Chung Nam, LLC v. Mitsui O.S.K. Lines, Ltd., 2023 WL 8845213,

14 at *2 (C.D, Cal. Dec. 19, 2023). Pursuant to § 205 thereof, federal courts have jurisdiction

15 over a case removed from state court “if (1) the agreement ‘falls under’ the Convention

16 and (2) the subject matter of the state court proceeding ‘relates to’ the agreement.” See

17 id. at *4 (quoting 9 U.S.C. § 205).

18 As to the first element, “[a]n arbitration agreement … arising out of a legal

19 relationship, whether contractual or not, which is considered as commercial … falls under

20 the Convention,” unless the relationship is “entirely between citizens of the United States”

21 and lacks any “reasonable relation with one or more foreign states.” See 9 U.S.C. § 202.

22 Here, the arbitration clause falls under the Convention as it arises out of a legal

23 commercial relationship not entirely between citizens of the United States, specifically,

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3 Based on the above allegations, plaintiff also brings a Cause of Action for

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“Constructive Trust.” Constructive trust, however, “is not an independent cause of action

but merely a type of remedy for some categories of underlying wrong.” See Cline v.

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Reetz-Laiolo, 329 F. Supp. 3d 1000, 1025 (N.D. Cal. 2018) (quoting Glue-Fold, Inc. v.

Slautterback Corp., 82 Cal. App. 4th 1018, 1023 n.3 (2000)).

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1 the merger of two Chinese companies.

2 As to the second element, the subject matter of a state court proceeding “relates

3 to” an arbitration clause “whenever an arbitration agreement falling under the Convention

4 could conceivably affect the outcome of the plaintiff's case.” See Infuturia Glob. Ltd. v.

5 Sequus Pharms., Inc., 631 F.3d 1133, 1138 (9th Cir. 2011) (emphasis in original)

6 (quoting Beiser v. Weyler, 284 F.3d 665, 669 (5th Cir. 2002)). Consequently, federal

7 courts “will have jurisdiction under § 205 over just about any suit in which a defendant

8 contends that an arbitration clause falling under the Convention provides a defense[,] [a]s

9 long as the defendant's assertion is not completely absurd or impossible.” See id.

10 (quoting Beiser, 284 F.3d at 669).

11 In the instant action, an arbitration clause is contained in each of two agreements

12 defendant allegedly induced plaintiff to sign, and it is conceivable defendant will, in

13 challenging the claims against him, succeed on his pending motion to compel arbitration.

14 Although plaintiff contends jurisdiction nonetheless is lacking, those arguments are, as

15 set forth below, not persuasive.

16 First, plaintiff contends defendant cannot invoke the arbitration clause because he

17 is not a signatory to either agreement, and, according to plaintiff, does not fall within the

18 category of non-signatories who are entitled to do so, plaintiff’s theory of liability being

19 predicated on defendant’s “personal torts,” constituting “pre-contract fraud to induce a

20 transaction.” (See Pl.’s Reply Brief at 6:11, 6:28 (emphasis in original).)

21 Agents of a signatory, however, can compel the other signatory to arbitrate where,

22 as here, “(1) the wrongful acts of the agents for which they are sued relate to their

23 behavior as agents or in their capacities as agents[,] and (2) the claims against the

24 agents arise out of or relate to the contract containing the arbitration clause.” See Amisil

25 Holdings Ltd. v. Clarium Cap. Mgmt., 622 F. Supp. 2d 825, 832, 838-839 (N.D. Cal.

26 2007) (internal citations omitted) (granting motion to compel arbitration filed by non-

27 signatory agents of signatory company; noting agents “were in the position to commit the

1 related to their behavior as agents” (emphasis in original)).

2 Second, to the extent plaintiff, citing 9 U.S.C. § 205, contends the Notice of

3 || Removal does not sufficiently encompass defendant’s asserted grounds for removal (see

4 || Pl.’s Reply Brief at 2:13-14, 3:9-11), the record is to the contrary (see Doc. No. 1

5 (stating “[t]his action is removable under [§] 205 ... because its subject matter relates to

6 || arbitration agreements”); id. J 4 (stating “the agreements ... contained arbitration

7 || clauses”); id. 39 (stating “[a] defendant need not be a party to the arbitration agreement

8 || ... to remove under § 205”); id. | 44 (stating defendant reserves “the right to move ... to

9 || compel arbitration”)).

10 Accordingly, plaintiffs motion to remand is hereby DENIED.

11 In light thereof, plaintiff's opposition to defendant’s “Motion to Dismiss for Forum

g 12 Non Conveniens, for Lack of Personal Jurisdiction, or to Compel Arbitration” (see Doc.

13 No. 7), shall be filed no later than September 18, 2026, and defendant’s reply shall be

S 14 || filed no later than thirty days after plaintiff files its opposition (see Doc. No. 11 at 4:5-13).

8 15 || In the interest of judicial economy, further briefing on defendant's “Motion to Dismiss

é 16 || Plaintiffs Complaint Pursuant to Fed. R. Civ. P. 12(b)(6), 9(b)” is hereby STAYED and

17 || will be set, if appropriate, after resolution of defendant’s earlier-filed motion.

4g

19 IT IS SO ORDERED.

20 || Dated: August 19, 2026 MY.

□□□ M. CHESNEY □

21 United States District Judge

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