Danstar Ferment AG v. B&D Nutritional Ingredients, Inc.

1
25-cv-2460-RSH-VET
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA
DANSTAR FERMENT AG,
Petitioner,
v.
B&D NUTRITIONAL INGREDIENTS,
INC.,
Respondent.
Case No.: 25-cv-2460-RSH-VET
ORDER ON PETITION TO
CONFIRM FOREIGN
ARBITRATION AWARD
[ECF No. 1]
Before the Court is a petition filed by Danstar Ferment AG (“Danstar”) to confirm a
foreign arbitration award. ECF No. 1. Pursuant to Local Civil Rule 7.1(d)(1), the Court
finds the motion presented appropriate for resolution without oral argument. For the
reasons below, the Court grants the petition.
I. 	BACKGROUND
This action arises from an international arbitration award issued by the Swiss
Arbitration Centre against respondent B&D Nutritional Ingredients, Inc. (“B&D”).
A. 	Distribution Agreement between Evolva and B&D
Petitioner Danstar is a Swiss company and the purported legal successor to Evolva
SA (“Evolva”), a biotechnology company engaged in the research, development and
Case 3:25-cv-02460-RSH-VET Document 18 Filed 02/27/26 PageID.<pageID>
Page 1 of 11

2
25-cv-2460-RSH-VET
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
commercialization of active ingredients in health products, flavors and fragrances, and
insect repellants. ECF No. 1 ¶¶ 1, 6. Respondent B&D is a California corporation engaged
in the supply of products, including the ingredients used in dietary supplements, functional
foods and beverages, and personal care products. Id. ¶¶ 2, 6.
On August 31, 2019, Evolva and B&D entered into an agreement for the distribution
of Evolva’s product, Veri-te trans-resveratrol (the “Distribution Agreement”). Id. ¶ 7.
Under the agreement, B&D received exclusive distribution rights in the western United
States and non-exclusive distribution rights in the eastern United States to Veri-te trans-
resveratrol, subject to certain annual minimum purchase requirements. Id. ¶ 8. The
Distribution Agreement contained an arbitration clause that provided that:
[I]n the event of any dispute or difference or claim arising out of or in
relation 	to 	this 	Agreement, 	including 	the 	construction, 	validity,
performance, 	or 	breach 	thereof, 	shall 	be 	settled 	and 	decided 	by
arbitration 	in 	accordance 	with 	the 	Swiss 	Rules 	of 	International
Arbitration of the Swiss Chambers’ Arbitration Institution in force on
the date in which the Notice of Arbitration is submitted in accordance
with these Rules and the award made in pursuance thereof shall be
binding on the parties. The number of arbitrators shall be one. The place
of 	arbitration 	shall 	be 	Zurich, 	Switzerland 	and 	the 	language 	of
arbitration shall be English.
Id. ¶ 18. A dispute subsequently arose between the Parties regarding their respective
obligations under the agreement. Id. ¶¶ 10–16.
B. 	Swiss Arbitration Proceedings
On July 14, 2023, Evolva initiated arbitration proceedings against B&D before the
Swiss Arbitration Centre pursuant to the Distribution Agreement. Id. ¶ 19. On February
17, 2025, the Swiss Arbitration Centre issued an order: (1) directing B&D to pay Danstar
$568,650.86 USD “together with simple interest at the rate of 7%” from February 25, 2023
until payment; (2) fixing arbitration costs at 75,000 Swiss Francs (“CHF”); and (3)
directing B&D to pay Danstar 18,750 CHF representing 50% of Danstar’s share of the
arbitration costs together with interest at the rate of 5% from the date of the award until
Case 3:25-cv-02460-RSH-VET Document 18 Filed 02/27/26 PageID.<pageID>
Page 2 of 11

3
25-cv-2460-RSH-VET
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
payment. Id. ¶¶ 25, 27–28; ECF No. 13-2 at 85.
C. 	Enforcement Efforts
On April 8, 2025, Danstar filed an application with the High Court of Zurich for a
declaration as to the enforceability of the arbitration award pursuant to Swiss law. ECF No.
1 at ¶ 32. This proceeding remains open. Id.; ECF Nos. 11 at 5–6; 15 at 3–4.
On September 18, 2025, Danstar filed the instant petition to confirm the international
arbitration award issued by the Swiss Arbitration Centre against B&D in this Court. ECF
No. 1 at 1. B&D filed a response. ECF No. 6. At the Court’s direction, Danstar
subsequently filed a supplemental brief and B&D filed a supplemental response. ECF Nos.
9, 11, 15.
II. 	LEGAL STANDARD
A. 	New York Convention
1. 	Generally
The Convention on the Recognition and Enforcement of Foreign Arbitral Awards
(“New York Convention”), June 10, 1958, 21 U.S.T. 2517 governs “the recognition and
enforcement of arbitral awards made in the territory of a State other than the State where
the recognition and enforcement of such awards are sought.” New York Convention, art.
I(1); see Castro v. Tri Marine Fish Co. LLC, 921 F.3d 766, 773 (9th Cir. 2019). “The
United States acceded to the New York Convention on September 30, 1970, and it entered
into force in the United States on December 29, 1970.” CBF Industria de Gusa v. AMCI
Holdings, Inc., 850 F.3d 58, 70 (2d Cir. 2017). “The goal of the Convention, and the
principal purpose underlying American adoption and implementation of it, was to
encourage the recognition and enforcement of commercial arbitration agreements in
international contracts and to unify the standards by which agreements to arbitrate are
observed and arbitral awards are enforced in the signatory countries.” Scherk v. Alberto-
Culver Co., 417 U.S. 506, 520 n.15 (1974).
The United States has implemented its obligations under the New York Convention
“in domestic law by way of the second chapter of the Federal Arbitration Act (‘FAA’).”
Case 3:25-cv-02460-RSH-VET Document 18 Filed 02/27/26 PageID.<pageID>
Page 3 of 11

4
25-cv-2460-RSH-VET
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
China Nat’l Metal Prods. Imp./Export Co. v. Apex Dig., Inc., 379 F.3d 796, 799 (9th Cir.
2004). “Under 9 U.S.C. § 202, an arbitration award ‘falls under the Convention’ if it is one
‘arising out of a legal relationship, whether contractual or not, which is considered as
commercial, including a transaction, contract, or [arbitration] agreement.’” Al-Qarqani v.
Chevron Corp., 8 F.4th 1018, 1024 (9th Cir. 2021).
2. 	Confirmation under the New York Convention
Under the FAA, “[w]ithin three years after an arbitral award falling under the
Convention is made, any party to the arbitration may apply to any court having jurisdiction
under this chapter for an order confirming the award as against any other party to the
arbitration.” 9 U.S.C. § 207.
A court’s “review of a foreign arbitration award is “quite circumscribed.” Ministry
of Def. & Support v. Cubic Def. Sys., 665 F.3d 1091, 1103 (9th Cir. 2011). “Rather than
review the merits of the underlying arbitration” a court reviews “only whether the party
established a defense under the Convention.” China Nat’l, 379 F.3d at 799. Under 9 U.S.C.
§ 207, a court “shall confirm” a foreign arbitration award “unless it finds one of the grounds
for refusal or deferral of recognition or enforcement of the award specified in the [New
York] Convention.” 9 U.S.C. § 207. “The seven grounds for refusing to confirm an award
are set out in Article V of the Convention.” Ministry, 665 F.3d at 1096. Under Article V,
confirmation may be denied upon a showing that:
(a) The parties to the agreement … were, under the law applicable to
them, under some incapacity, or the said agreement is not valid under
the law to which the parties have subjected it or, failing any indication
thereon, under the law of the country where the award was made; or
(b) The party against whom the award is invoked was not given proper
notice of the appointment of the arbitrator or of the arbitration
proceedings or was otherwise unable to present his case; or
(c) The award deals with a difference not contemplated by or not
falling within the terms of the submission to arbitration, or it contains
decisions on matters beyond the scope of the submission to arbitration,
Case 3:25-cv-02460-RSH-VET Document 18 Filed 02/27/26 PageID.<pageID>
Page 4 of 11

5
25-cv-2460-RSH-VET
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
provided that, if the decisions on matters submitted to arbitration can
be separated from those not so submitted, that part of the award which
contains 	decisions 	on 	matters 	submitted 	to 	arbitration 	may 	be
recognized and enforced; or
(d) The composition of the arbitral authority or the arbitral procedure
was not in accordance with the agreement of the parties, or, failing
such agreement, was not in accordance with the law of the country
where the arbitration took place; or
(e) The award has not yet become binding on the parties, or has been
set aside or suspended by a competent authority of the country in
which, or under the law of which, that award was made.
New York Convention, art. V(1)(a)-(e).
In addition, “[r]ecognition and enforcement of an arbitral award may also be refused
if . . . [t]he subject matter of the difference is not capable of settlement by arbitration under
the law of that country” or “[t]he recognition or enforcement of the award would be
contrary to the public policy of that country.” Id., Art. V(2)(a)-(b). “These defenses are
construed narrowly, and the party opposing recognition or enforcement bears the burden
of establishing that a defense applies.” Ministry, 665 F.3d at 1096. This burden is
“substantial because the public policy in favor of international arbitration is strong[.]”
Polimaster Ltd. v. RAE Sys., 623 F.3d 832, 836 (9th Cir. 2010).
III. 	ANALYSIS
In its Response, B&D argues the Court should stay these proceedings pending
resolution of the Danstar’s enforcement action before the High Court of Zurich. ECF No.
6 at 1–2, 6–7. Alternatively, if the Court declines to impose a stay, B&D contends that
Danstar’s petition should be denied as: (1) Danstar failed to file duly certified copies of the
arbitral award and the operative arbitration agreement as required by the New York
Convention; (2) Danstar has not demonstrated that it is entitled to confirmation of the
arbitral award because the arbitration was commenced by a “different” entity, Evolva; and
(3) the Parties did not agree under the Distribution Agreement that a court judgment could
Case 3:25-cv-02460-RSH-VET Document 18 Filed 02/27/26 PageID.<pageID>
Page 5 of 11

6
25-cv-2460-RSH-VET
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
be entered upon an arbitration award. Id. at 2, 7–13. The Court addresses each of these
arguments, in turn, below.
A. 	Abstention/Stay
B&D first moves to stay this matter under the international abstention doctrine,
arguing that Danstar has already filed an application seeking to enforce the same arbitral
award before the High Court of Zurich, which remains pending. ECF No. 6 at 6–7. In
response, Danstar argues that: (1) an enforcement application in another court is not one of
the seven enumerated grounds for refusing to confirm an award set forth in Article V of
the New York Convention; and (2) the High Court of Zurich has already ruled that the
arbitration agreement is enforceable and the proceeding remains formally open only
because Danstar has not yet been able to serve this decision on B&D. ECF Nos. 11 at 3–4,
5-6; 12-1, 12-2.
“The international abstention doctrine ‘allows a court to stay or dismiss an action
where parallel proceedings are pending in the court of a foreign nation.’” Photothera, Inc.
v. Oron, No. 07CV490-MMA(AJB), 2009 WL 734282, at *7 (S.D. Cal. Mar. 19, 2009)
(quoting Supermicro Computer, Inc. v. Digitechnic, S.A., 145 F. Supp. 2d 1147, 1149 (N.D.
Cal. 2001)). The doctrine “is rooted in concerns of international comity, judicial efficiency
and fairness to litigants.” Supermicro, 145 F. Supp. 2d at 1149. “Abstention doctrines are
prudential doctrines and [a] court is not obligated under American statutory law to defer to
foreign courts.” Mujica v. Occidental Petroleum Corp., 381 F. Supp. 2d 1134, 1155 (C.D.
Cal. 2005) (quoting Ungaro-Benages v. Dresdner Bank AG, 379 F.3d 1227, 1237 n.13
(11th Cir. 2004)). “The proponent of a stay bears the burden of establishing its need.”
Clinton v. Jones, 520 U.S. 681, 708 (1997).
Here, B&D has not demonstrated that this case presents extraordinary circumstances
warranting abstention. See Colo. River Water Conservation Dist. v. United States, 424 U.S.
800, 813 (1976) (“The doctrine of abstention, under which a District Court may decline to
exercise or postpone the exercise of its jurisdiction, is an extraordinary and narrow
exception to the duty of a District Court to adjudicate a controversy properly before it.”).
Case 3:25-cv-02460-RSH-VET Document 18 Filed 02/27/26 PageID.<pageID>
Page 6 of 11

7
25-cv-2460-RSH-VET
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
The Ninth Circuit’s decision in Neuchatel Swiss Gen. Ins. Co. v. Lufthansa Airlines,
925 F.2d 1193 (9th Cir. 1991) is instructive here. Neuchatel involved a commercial dispute
arising from cargo lost during international transport. 925 F.2d at 1194. The district court
stayed the case pending the outcome of parallel proceedings in Switzerland. Id. The Court
of Appeals reversed, holding there were no “exceptional circumstances” as required under
Colorado River to justify the district court’s “refusal to exercise jurisdiction in deference
to parallel proceedings in another jurisdiction.” Id. In so doing, the Court of Appeals
emphasized that the case involved an “unexceptional commercial dispute involving the
owner of a lost cargo, the consignee of the cargo, the cargo’s insurer, and the air carrier to
whom the cargo was entrusted.” Id. at 1195. In addition, the “mere fact” that the parallel
foreign proceedings may have been further along did not make the case “‘exceptional’ for
the purpose of invoking the Colorado River exception to the general rule that federal courts
must exercise their jurisdiction concurrently with courts of other jurisdictions.” Id.
Similar to Neuchatel, the instant action involves a straightforward petition to confirm
a foreign arbitral award stemming from an ordinary contractual dispute. ECF No. 1 ¶¶ 6–
33. The only factor B&D identifies in support of abstention is the desire to avoid piecemeal
litigation. ECF Nos. 6 at 6–7; 15 at 3–4. However, “[a] general preference for avoiding
piecemeal litigation is insufficient to warrant abstention[.]” Seneca Ins. Co. v. Strange
Land, Inc., 862 F.3d 835, 842 (9th Cir. 2017). “Any case in which Colorado River is
implicated 	will 	inevitably 	involve 	the 	possibility 	of 	‘conflicting 	results, 	piecemeal
litigation, and some duplication of judicial efforts,’ which are the ‘unavoidable price of
preserving access to . . . federal relief.’” Id. at 842 (quoting Neuchatel, 925 F.2d at 1195).
Nor does the fact that the Swiss enforcement action may arguably be further along render
this case “exceptional.” See Neuchatel, 925 F.2d at 1195.
For these reasons, the Court declines to stay this case under the international
abstention doctrine.
///
///
Case 3:25-cv-02460-RSH-VET Document 18 Filed 02/27/26 PageID.<pageID>
Page 7 of 11

8
25-cv-2460-RSH-VET
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
B. 	Certified Copies
B&D next argues the Court should dismiss this action because Danstar did not file
certified copies of: (1) the August 31, 2019 Distribution Agreement between B&D and
Evolva, or (2) the February 17, 2025 arbitral award from the Swiss Arbitration Centre until
January 8, 2026—several months after initiating this suit. ECF No. 15 at 2–3. B&D further
disputes that Danstar properly submitted certified copies of these documents. Id.
Under 	Article 	IV 	of 	the 	New 	York 	Convention, 	a 	petitioner 	applying 	for
“recognition and enforcement” of a foreign arbitral award must submit, “at the time of the
application”: (1) a “duly authenticated original award or a duly certified copy”; and (2)
“the original [agreement to arbitrate] or a duly certified copy thereof.” New York
Convention, art. IV(1).
Here, Danstar submitted a declaration from its counsel, Martin Molina, attesting to
the authenticity of the Distribution Agreement. ECF No. 13-1 at 2 ¶¶ 4, 7. Danstar also
provided a certificate issued by a Swiss notary authenticating the Swiss Arbitration
Centre’s arbitral award. ECF No. 13-2 at 86. The Court finds these submissions are
sufficient to satisfy the requirements of Article IV of the New York Convention. See, e.g.,
Ma v. Fang, No. SACV 21-441 PSG (ADSX), 2022 WL 1078867, at *4–5 (C.D. Cal. Mar.
2, 2022) (holding that declaration of petitioner’s attorney was sufficient to authenticate
original loan agreement and arbitral award); Wong To Yick Wood Lock Ointment Ltd. v.
Madison One Acme Inc., No. CV1407645SJOFFMX, 2015 WL 13919442, at *5–6 (C.D.
Cal. Apr. 21, 2015) (rejecting evidentiary challenge where arbitral award was certified by,
among other individuals, a notary public); Belize Soc. Dev. Ltd. v. Gov’t of Belize, 5 F.
Supp. 3d 25, 38 n.18 (D.D.C. 2013) (noting that courts “routinely confirm arbitral awards
relying on documents sworn and certified by petitioner’s counsel”).
Notably, 	“[t]he 	purpose 	of 	Article 	IV’s 	‘original 	... 	or 	duly 	certified 	copy’
requirement is to require the petitioner to prove that the relevant documents exist.” Gen.
Marine II, LLC v. Kelly, No. 3:21-CV-1425-W-DEB, 2022 WL 1459566, at *6 (S.D. Cal.
May 9, 2022) (quoting Belize, 5 F. Supp. 3d at 38). In this case, B&D does not meaningfully
Case 3:25-cv-02460-RSH-VET Document 18 Filed 02/27/26 PageID.<pageID>
Page 8 of 11

9
25-cv-2460-RSH-VET
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
contest either the existence or authenticity of the documents submitted by Danstar. See
ECF No. 15 at 2–3. Instead, B&D raises a technical challenge to the form of certification.
Id. Courts have repeatedly rejected such challenges. See e.g., Belize, 5 F. Supp. 3d at 38
(characterizing a similar argument as “‘grasping at straws, attempting to persuade the Court
to refuse to confirm the award on the basis of a mere technicality’”) (quoting Arb. between
Overseas Cosmos, Inc. & NR Vessel Corp., No. 97 CIV. 5898 (DC), 1997 WL 757041, at
*5 (S.D.N.Y. Dec. 8, 1997)); see also Haas v. Winebow, Inc., No. 2:24-CV-10146-JLS-
AJR, 2025 WL 2994553, at *4 (C.D. Cal. Mar. 20, 2025) (rejecting similar argument where
respondent did not “meaningfully contest” the existence of either the arbitration award or
arbitration agreement); Gen. Marine II, 2022 WL 1459566, at *5–6 (same); Wong, 2015
WL 13919442, at *6 (same).
Likewise, B&D has also not set forth any authority holding that a duly authenticated
or certified copy of the arbitration agreement and arbitral award must be filed with the
initial petition and cannot be filed later. “Indeed, district courts regularly consider petitions
to confirm arbitration awards where such petitions have been amended.” Haas, 2025 WL
2994553, at *3 (rejecting respondent’s argument confirmation should be denied because
petitioner failed to supply the court with an original or certified copy of arbitration
agreement at the time of application).
Consistent with these above decisions, the Court rejects B&D’s technical challenges.
C. 	Proper Parties
B&D additionally argues that Danstar is not entitled to confirmation of the Swiss
Arbitration Centre’s arbitral award because Danstar was not a party to the arbitration
agreement between B&D and Evolva and has not adequately established that it is Evolva’s
legal successor. ECF No. 6 at 7–10.
The arbitral award itself reflects that this issue was at least considered if not resolved
by the Swiss arbitrator. Although the claimant in the underlying arbitration proceedings
was identified as Evolva, the award expressly notes that Evolva had been acquired by
Danstar on April 22, 2024 and that Danstar was Evolva’s legal successor. ECF No. 13-2 at
Case 3:25-cv-02460-RSH-VET Document 18 Filed 02/27/26 PageID.<pageID>
Page 9 of 11

10
25-cv-2460-RSH-VET
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
8. Consistent with that determination, the arbitrator ordered B&D to make payment to
Danstar—not Evolva. Id. at 85. To the extent B&D seeks to relitigate this conclusion, B&D
has not set forth how such a challenge falls within the narrow scope of the Court’s review.
See Castro, 921 F.3d at 773 (“Confirmation under the Convention is a summary proceeding
in nature, which is not intended to involve complex factual determinations, other than a
determination of the limited statutory conditions for confirmation or grounds for refusal to
confirm.”) (quoting Zeiler v. Deitsch, 500 F.3d 157, 169 (2d Cir. 2007)); Seung Woo Lee
v. Imaging3, Inc., 283 F. App’x 490, 493 (9th Cir. 2008) (“Although [respondent] argues
that 	the 	arbitration 	contract 	was 	between 	[respondent] 	and 	‘Medison 	Econet,’ 	not
‘Medison,’ and that Medison breached its contract with [respondent], those issues were
considered by the [foreign arbitration board] and are not subject to reconsideration here.”).
D. 	Agreement for Entry of Judgment
Finally, B&D contends the Court should deny Danstar’s petition on the ground that
the Parties did not mutually consent to the entry of a court judgment following arbitration.
ECF No. 6 at 12–13. As B&D notes, this argument has been considered and rejected by
Courts of Appeals. See Phx. Aktiengesellschaft v. Ecoplas, Inc., 391 F.3d 433, 436 (2d Cir.
2004) (“Section 207 [of the New York Convention] does not in any way condition
confirmation on express or implicit consent.”); McDermott Int’l v. Lloyds Underwriters of
London, 120 F.3d 583, 588–89 (5th Cir. 1997) (declining to apply consent to confirmation
requirement to foreign arbitration agreement). Here, B&D does not identify any Article V
ground for refusal based on the absence of consent, nor does it explain why the reasoning
of the Second and Fifth Circuits should not apply. In the absence of contrary authority from
the Ninth Circuit or a persuasive basis to depart from the Second and Fifth Circuits’
reasoning, the Court declines to impose a consent to confirmation requirement in this case.
///
///
///
///
Case 3:25-cv-02460-RSH-VET Document 18 Filed 02/27/26 PageID.<pageID>
Page 10 of 11

11
25-cv-2460-RSH-VET
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
IV. 	CONCLUSION
For the reasons stated above, the Court GRANTS Danstar’s petition. The Parties are
DIRECTED to meet and confer and prepare a joint proposed judgment consistent with
this Order within fourteen days of the issuance of this Order.
IT IS SO ORDERED.
Dated: February 27, 2026
____________________
Hon. Robert S. Huie
United States District Judge
Case 3:25-cv-02460-RSH-VET Document 18 Filed 02/27/26 PageID.<pageID>
Page 11 of 11