American Eagle Outfitters v. Lyle & Scott Ltd.

NYGAARD, Circuit Judge,

dissenting in part.

My colleague Judge Fuentes has written a thorough and well-crafted opinion for the Court and I join it in almost every aspect. I believe that Lyle & Scott and American Eagle intended to create a binding contract during their meetings in London and I agree that no reasonable jury could conclude otherwise. Further, I agree with Judge Fuentes’ determination that this agreement’s terms are sufficiently definite to be specifically enforced. See USA Machinery Corp. v. CSC, Ltd., 184 F.3d 257, 263 (3d Cir.1999). I part company with him because I do not find clauses four and six to be ambiguous.

Pennsylvania law presumes that a contract conveys the parties’ intentions to be bound. We have held, therefore, that a contract will be found ambiguous only if it is reasonably or fairly susceptible to different constructions, capable of being understood in more than one sense, obscure in meaning through indefiniteness of expression or its words have a double meaning. See BohlerUddeholm America Inc. v. Ellwood Group, Inc., 247 F.3d 79, 93 (3d Cir.2001). My colleagues believe that clauses four and six of the agreement are reasonably susceptible to different constructions. Specifically, Judge Fuentes and Judge Jordan believe that it is reasonable to read the language of these clauses as limiting registration to the United States. I cannot agree.

I find the language of the clauses crystal clear as it pertains to registration rights. First, such rights were to be “perpetual and worldwide.” To me, the term “worldwide” indicates a global dimensionality and cannot reasonably be interpreted as limiting registration only to the United States. I can interpret this clause no other way. Therefore, I agree with Magistrate Judge Hay that the only way to construe this clause is that American Eagle would be permitted to register its mark globally. I find clause six equally pellucid. It provides that each party will consent to the registration of the other’s marks and that American Eagle would withdraw its objections to Lyle & Scott’s registration of its mark in the United States.14 I find no latent ambiguity here.

*594Pennsylvania’s parol evidence rule mandates that when a written contract is clear and unequivocal, its meaning must be determined by its contents alone. East Crossroads Ctr., Inc. v. Mellovr-Stuart Co., 416 Pa. 229, 205 A.2d 865, 866 (1965). Putting the majority’s dismissal aside, were I to find these clauses ambiguous, the available parol evidence supports my interpretation. The documentary evidence on the record in this case clearly indicates that the parties were working toward an international, global solution to their dispute and in no way were limiting their negotiations to the United States market. The record contains requests for European sales figures, inquiries by Lyle & Scott into American Eagle’s international activities, and references in e-mails to the “worldwide” nature of the parties’ dispute, among other things. Further, the records clearly demonstrates that the London meeting’s discussion focused extensively on the international aspects of the parties’ businesses. In summing up various aspects of the London Meeting, Lyle & Scott negotiator Hall wrote that American Eagle “will register their logo but allow/not oppose ours.” Hall’s notes do not evidence any notion that the discussions on registration of the companies’ marks were limited to the United States.

In sum, while I agree with the majority that a contract was formed and that its terms were sufficiently definable, I cannot agree with my colleagues’ view that clauses four and six of the agreement were ambiguous. I would affirm the Magistrate Judge’s opinion in its entirety.

. Lyle & Scott did not argue that this clause was ambiguous before the Magistrate Judge.