United States District Court, C.D. California
CONEXANT SYSTEMS, INC.
Attorneys Present for Plaintiffs: Lawrence Hilton
Attorneys Present for Defendants: Douglas Gravelle Alan
Sweetbaum (By Telephone)
Present: The Honorable CHRISTINA A. SNYDER
PLAINTIFF’S PETITION TO COMPEL ARBITRATION
(DKT. 1, FILED MARCH 25, 2016)
CHRISTINA A. SNYDER
March 25, 2016, plaintiff-seller Conexant Systems, Inc.
(“Conexant” or “plaintiff-seller”)
filed the instant petition to compel arbitration and
complaint for declaratory relief against defendant-buyer
Zykronix, Inc. (“Zykronix” or
“defendant-buyer”). Dkt. 1. Conexant’s
petition and complaint alleges that by filing an action
against Conexant in Colorado State Court, Zykronix failed to
adhere to an arbitration agreement to which the parties
purportedly agreed. Pl.’s Pet. Compel Arbitration &
Compl. Declaratory Relief (“Pl.’s Pet.”),
at ¶ 2.
April 12, 2016, plaintiff-seller Conexant filed a memorandum
of law in support of its petition to compel arbitration. Dkt.
11 (“Memo”). On June 1, 2016, defendant-buyer
Zykronix filed an opposition to plaintiff’s petition to
compel arbitration. Dkt. 23 (“Opp’n”). On
June 27, 2016, plaintiff filed a reply. Dkt. 30
(“Reply”). On July 11, 2016, the Court held oral
argument on the instant motion. Having carefully considered
the parties’ arguments, the Court finds and concludes
Conexant is a manufacturer and distributor of computer chips
and processors, and defendant-buyer Zykronix designs and
manufactures electronic equipment for re-sale. Pl.’s
Pet. at ¶ 7. On March 26, 2013, defendant-buyer Zykronix
emailed Conexant a Purchase Order for “CODEC
Chips.” Id. at ¶¶ 8-9. On April 9,
2013, Conexant responded to the Purchase Orderby sending an
email from the address SAPbatch@conexant.com––an
email account with which Zykronix was purportedly
unfamiliar––with the subject line,
“Conexant Sales Order 0000208498.” Declaration of
Wilfried Streicher (“Streicher Decl.”), at ¶
2. Attached to the email as separatement documents were (1)
an Order Acknowledgment and (2) the seller’s standard
terms and conditions (“Terms and Conditions”).
Id. at ¶ 11; Ex. D.
Order Acknowledgment defines Conexant as the
“Seller” and Zykronix as the “Buyer,
” and further provides as follows:
We are pleased to ACKNOWLEDGE receipt of the order(s) listed
above. Seller’s acceptance of Buyer’s
order is expressly made conditional on Buyer’s assent
to the above information and
Seller’s standard terms and conditions on
the reverse side hereof.
Pl.’s Pet. at ¶ 10 (emphasis added).
seller’s Terms and Conditions contain the following
dispute resolution provision:
DISPUTE RESOLUTION: If any claim or
controversy arises . . . the controversy shall be determined
by binding arbitration conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration
Association (“AAA”) before a single arbitrator
and judgment upon the award rendered by the arbitrator may be
entered by any court having jurisdiction thereof. . . . A
single arbitrator shall be selected by the parties in
accordance with the AAA selection rules. The arbitration
shall be held in Orange County, California, U.S.A.
Id. (emphasis in original).
alleges that despite receiving the aforementioned email,
Zykronix never “objected to, or indicated any
disagreement with, the provisions of the Order
Acknowledgment, including the Terms and Conditions.”
Id. at ¶ 11. Consequently, Conexant shipped the
CODEC Chips, and Zykronix later accepted delivery.
two years later, on December 18, 2015, Zykronix filed an
action against Conexant in Colorado state court (“the
Colorado Action”) seeking $5, 655, 000 in damages and
asserting breach of contract and breach of warranty claims
arising out of its purchase of allegedly defective CODEC
Chips. Id. at ¶ 6. Conexant removed the
Colorado Action to the United States District Court for the
District of Colorado, where it is pending as Case No.
1:16-cv-00163. The district court in ...