Epicenter Loss Recovery LLC v. Burford Capital Limited

NOT FOR PUBLICATION FILED UNITED STATES COURT OF APPEALS MAR 24 2026

MOLLY C. DWYER, CLERK U.S. COURT OF APPEALS

FOR THE NINTH CIRCUIT

EPICENTER LOSS RECOVERY LLC, No. 24-721

D.C. No.

Plaintiff - Appellant, 2:18-cv-03300-DJH v.

MEMORANDUM* BURFORD CAPITAL LIMITED; GANYMEDE INVESTMENTS LIMITED,

Defendants - Appellees.

Appeal from the United States District Court for the District of Arizona Diane J. Humetewa, District Judge, Presiding Argued and Submitted March 5, 2026 Phoenix, Arizona

Before: HAWKINS, BYBEE, and FRIEDLAND, Circuit Judges.

Plaintiff Epicenter Loss Recovery LLC (“Epicenter”) appeals from an order compelling arbitration and from the dismissal of its suit for lack of subject-matter jurisdiction after the arbitration proceedings concluded. Defendants are two foreign entities: Burford Capital Limited (“Burford”) and its wholly owned subsidiary Ganymede Investments Limited (“Ganymede”), against whom Epicenter asserted various tort and contract claims. We have jurisdiction under 28 U.S.C. § 1291 and 9 U.S.C. §§ 16(a)(3), 208. Reviewing the order compelling arbitration and the dismissal de novo, Lambert v. Tesla, Inc., 923 F.3d 1246, 1248 (9th Cir. 2019); Christensen v. Stevedoring Servs. of Am., Inc., 430 F.3d 1032, 1034 (9th Cir. 2005), we affirm. 1

1. The district court correctly granted Defendants’ motion to compel Epicenter to arbitration. The Federal Arbitration Act “requires courts to compel arbitration” if “a valid arbitration agreement exists.” Oberstein v. Live Nation Ent., Inc., 60 F.4th 505, 509–10 (9th Cir. 2023) (quoting Lifescan, Inc. v. Premier Diabetic Servs., Inc., 363 F.3d 1010, 1012 (9th Cir. 2004)). We generally apply state law principles to interpret the relevant contract and discern whether it contains such an agreement, Mundi v. Union Sec. Life Ins. Co., 555 F.3d 1042, 1044 (9th Cir. 2009), and the parties agree that Arizona law applies here. The district court did not err in concluding that the relevant contract contained a valid arbitration agreement under the doctrine of incorporation by reference in Arizona law. The contract in question provided that it was “subject to” a concurrently executed contract between the parties that contained a broad arbitration clause, which in turn incorporated a delegation clause. 2 Under Arizona law, the phrase “subject to” is sufficient to incorporate those clauses by reference. See Indus. Comm’n v. Ariz. Power Co., 295 P. 305, 307 (Ariz. 1931); see also United Cal. Bank v. Prudential Ins. Co. of Am., 681 P.2d 390, 420 (Ariz. Ct. App. 1983) (“The court in Arizona Power concluded that the ‘subject to’ reference to the plan was sufficient to incorporate it and that the plan did not have to be set out in full in the contract.”). Thus, by executing the contract, Epicenter agreed to arbitrate and to delegate questions regarding the arbitrability of its claims to the arbitrator.

Moreover, although Burford was not a signatory to that contract, the district court correctly permitted Burford to enforce the arbitration agreement through equitable estoppel. Because the parties’ arbitration agreement falls under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards, 3 commonly referred to as the “New York Convention,” “federal substantive law” applies to “threshold issues,” such whether a non-signatory may enforce the arbitration agreement by estoppel. Setty v. Shrinivas Sugandhalaya LLP, 3 F.4th 1166, 1168 & n.1 (9th Cir. 2021) (citation modified).4 Under federal estoppel principles, a signatory may be required to arbitrate its claim against a non- signatory if there is a “close relationship between the entities involved,” and if “the claims [a]re intertwined with the underlying contractual obligations.” Mundi, 555 F.3d at 1046 (citation modified); see also Setty, 3 F.4th at 1169. Those standards are easily met here. Burford and Ganymede (who was a signatory) have a sufficiently close relationship because, as Epicenter concedes, Ganymede is a wholly owned subsidiary of Burford, which Burford created for the “sole purpose” of entering into contracts with Epicenter. In addition, all three counts in Epicenter’s Complaint were “intertwined” with the underlying contract. Mundi, 555 F.3d at 1046.

2. We affirm the district court’s dismissal of Epicenter’s action following the completion of the arbitration, but we conclude that dismissal should have been on the merits, rather than for lack of subject-matter jurisdiction. Because all of Epicenter’s claims were properly sent to arbitration, Epicenter cannot obtain relief for those claims in court. 5 But legal limitations on the court’s authority to grant relief go to the merits of the claim; they do not affect the court’s jurisdiction. See Steel Co. v. Citizens for a Better Env’t, 523 U.S. 83, 89–90 (1998) (explaining that legal limits on “the remedial powers of the court” are not “jurisdictional”).

AFFIRMED. 6