Natl Brand Licensing v. Williamson-Dickie

United States Court of Appeals
Fifth Circuit
F I L E D
UNITED STATES COURT OF APPEALS
For the Fifth Circuit January 14, 2004
Charles R. Fulbruge III
Clerk
No. 03-10313
Summary Calendar
NATIONAL BRAND LICENSING, INC.,
Plaintiff-Counter Defendant-Appellee,
VERSUS
WILLIAMSON-DICKIE MANUFACTURING CO., Etc; ET AL,
Defendants,
WILLIAMSON-DICKIE MANUFACTURING CO., A Delaware Corp.,
Defendant-Counter Claimant-Appellant.
Appeals from the United States District Court
for the Northern District of Texas
(02-CV-663)
Before BARKSDALE, EMILIO M. GARZA, and DENNIS, Circuit Judges.
PER CURIAM:*
Defendant-Appellant, Williamson–Dickie Manufacturing, Co.,
Inc. (“WD”) brings this appeal of a district court decision
granting summary judgment to Plaintiff-Appellee, National Brand
*
Pursuant to 5TH CIR. R. 47.5, the Court has determined that this
opinion should not be published and is not precedent except under
the limited circumstances set forth in 5TH CIR. R. 47.5.4.
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Licensing, Inc. (“NBL”). WD contends that the district court erred
in granting summary judgment to NBL, holding that a contract
between the parties requires it to make royalty payments to NBL.
Because the district court properly granted NBL summary judgment,
we affirm its decision.
NBL is owned and run by Gene and Miriam Summ. It solicits,
negotiates, structures, and markets licenses of intellectual
property on behalf of its clients. WD manufactures and sells
workplace apparel, including the Dickie brand. In 1980, the
parties entered into an agreement (“Agreement”) whereby NBL would
be the exclusive agent of WD for the purpose of selling licenses to
use the Dickie Brand to third persons. NBL would receive 15% of
the proceeds that WD obtained from these licenses.
In 1998, WD terminated the Agreement pursuant to a non-renewal
provision contained in the Agreement, but continued to pay NBL
royalties for licenses that NBL procured while the Agreement was in
force. In 2002, WD stopped all payment of royalties to NBL,
claiming that the Agreement no longer obligated it to make
payments. NBL brought this suit seeking a declaration that the
Agreement obligates WD to continue royalty payments. WD
counterclaimed for reimbursement of royalty payments made between
1998 and 2002. Both parties moved for summary judgment, claiming
that their interpretation of the Agreement was correct. The
district court granted NBL’s motion for summary judgment, holding
that the Agreement obligated WD to make royalty payments and WD
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brings this appeal.
We review the legal determinations in the district court’s
decision to grant or deny summary judgment de novo. See Travelers
Ins. Co. v. Liljeberg Enters., 7 F.3d 1203, 1206 (5th Cir. 1993).
Contract interpretation is a purely legal issue; accordingly, we
review the district court’s interpretation of a contract de novo.
See Empire Fire & Marine Ins. Co. v. Brantley Trucking, Inc., 220
F.3d 679, 681 (5th Cir. 2000). We interpret this contract under
Texas law, which states that an unambiguous contract shall be
enforced as written, and that a contract is only ambiguous if it is
reasonably susceptible to more than one meaning. See Lopez v.
Munoz, Hockema & Reed, 22 S.W.3d 857, 861 (Tex. 2000).
Although the Agreement may be unclear in some instances, it is
not ambiguous in any material sense. The Agreement provides that
either party may elect to terminate the Agreement by giving the
other party notice in writing of such termination 90 days prior to
the expiration of the Agreement. The Agreement further provides
that in the event of its termination by this method, the 15% of the
proceeds of each existing license provided to WD by NBL shall
continue to be paid during the life of each license. The Agreement
also provides that upon either (1) the termination of all licenses
and renewals thereof according to their terms, or (2) the cessation
of being “actively engaged in the business,” as defined by the
Agreement, by both Gene Summ and Miriam Summ, the Agreement shall
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automatically terminate and be of no further effect. Because it is
undisputed that the Agreement was terminated because WD elected to
do so by giving NBL 90 days notice prior to the expiration of its
term, and not by the operation of either of the other termination
provisions, WD continued to be obligated to make payments of the
assignments of license proceeds to NBL during the life of each
relevant license and renewal thereof.
The judgment of the district court is AFFIRMED.
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