Anhui Powerguard Technology Company, Limited, filed a breach-of-contract action alleging that DRE Health Corporation failed to remit payment for over $9 1 Judge Smith completed his term as chief judge of the circuit on March 10, 2024. See 28 U.S.C. § 45 (a)(3)(A). million in purchase orders that Anhui had fulfilled. The district court 2 denied DRE Health’s motion to stay litigation and compel arbitration under the Federal Arbitration Act (FAA). DRE Health appeals that order. Having jurisdiction under 9 U.S.C. § 16 (a)(1)(B), we find that the parties did not agree to submit their dispute to arbitration and accordingly affirm. I. Anhui is a Chinese manufacturer that produces personal protective equipment

(PPE), including disposable gloves.3 DRE Health, a PPE wholesaler, contracted with Anhui in December 2020 to import bulk shipments of disposable gloves with the intention of reselling the goods in the United States. By March 2021, Anhui had fulfilled four purchase orders totaling more than $9 million, but DRE Health was unable to pay down its debt. The parties subsequently executed a novation in which Anhui agreed to reduce the amount DRE Health owed by approximately $3.1 million in exchange for DRE Health’s promise to purchase additional shipments of gloves. The agreement set forth an installment schedule for the remaining $5.9 million balance pursuant to which DRE Health was required to remit $1.97 million within five business days of June 23, 2021, $1.965 million before July 21, 2021, and an additional $1.965 million before August 21, 2021. The agreement also provided: AFTER THE INITIAL PAYMENT OF $1,970,000.00 USD AND IN CONSIDERATION OF FUTURE PAYMENT COMMITMENTS, ANHUI POWERGUARD AGREES TO RELEASE DRE Health FROM ALL LEGAL CLAIMS (GRANTED DRE COMPLETES 2 The Honorable Gary A. Fenner, United States District Judge for the Western District of Missouri. 3 The district court did not engage in factfinding relating to the merits of the parties’ dispute; we thus recite and accept as true the facts as they are alleged in the complaint. Koch v. Compucredit Corp., 543 F.3d 460 , 463 (8th Cir. 2008) (“Because the district court’s decision was based on the complaint alone, and did not involve any determination of disputed factual issues, we review this decision de novo, accepting as true the allegations in the complaint.”). -2-  INSTALLMENT PAYMENTS), AGREE THAT THE VENUE FOR ANY FUTURE DISPUTES SHALL BE BINDING ARBITRATION WITH HONG KONG INTERNATIONAL ARBITRATION CENTRE (HKIAC) UNDER THE TERMS OF ORIGINAL PO, AND AGREE TO DELIVER NITRILE GLOVES TO DRE Health . . .

In June 2022, Anhui filed a diversity action in federal court alleging that DRE Health breached the agreement by remitting only a single $1 million payment on September 11, 2021. DRE Health responded with a motion to stay litigation and compel arbitration pursuant to the agreement’s arbitration clause. The district court denied the motion upon finding that the prefatory phrase, “AFTER THE INITIAL PAYMENT OF $1,970,000.00 USD,” served as a condition precedent to the three obligations enumerated in the agreement, including Anhui’s agreement to submit any future disputes to binding arbitration. Because DRE Health did not complete the initial $1.97 million installment payment, there consequently was no contract between the parties to arbitrate. The district court also found that the inclusion of the prefatory phrase in the agreement vitiated any “clear and unmistakable” evidence that the parties intended to submit the threshold issue of arbitrability to an arbitrator. DRE Health now appeals. II. “On appeal, we review de novo the denial of a motion to compel arbitration.”

Duncan v. Int’l Mkts. Live, Inc., 20 F.4th 400 , 402 (8th C