Seoul Semiconductor Co., Ltd. v. Finelite, Inc.

Seoul Semiconductor Co., Ltd. v. Finelite, Inc. Applying California law de novo, the Federal Circuit held that the parties' 2012 Agreement unambiguously incorporates the entire Contract of Sale, including its jurisdiction-limited indemnification clause, rather than only the service-charge and attorney-fee terms. It therefore affirmed the dismissal of Finelite's breach of contract, breach of warranty, and declaratory judgment claims against Samsung. The case shows that a supplier's earlier integrated master agreement can control indemnity for patent infringement claims over a customer's later purchase-order terms, so counsel should check which contract terms govern before relying on indemnity. Affirmed. Background: Finelite buys LED chips from Samsung. The 2012 Agreement is a five-page document with a credit application, a financial authorization form, and a Contract of Sale. The Contract of Sale limits Samsung's indemnity to the jurisdiction where title passes, which was Hong Kong for all four purchases at issue. Seoul's infringement claims arose in the United States. Procedural background: Seoul sued Finelite for patent infringement in N.D. Cal. Finelite filed a third-party complaint against Samsung for breach of contract, breach of the California UCC, and declaratory judgment, seeking indemnity. The district court granted Samsung summary judgment. The appeal was transferred from the Ninth Circuit, and the Federal Circuit found jurisdiction under § 1295(a)(1). Issue and standard: whether the page-2 statement agreeing to Samsung's 'terms of sale (attached)', to pay service charges, and to pay reasonable attorney fees incorporates all of the Contract of Sale or only those two items. Contract interpretation, including ambiguity, is reviewed de novo, and California law governs. Holding and reasoning: the agreement is unambiguous. It is a single integrated contract with continuous 'of 5' pagination. The disputed statement is a series of obligations, not a grant followed by limits. Finelite's mapping of 'service charges' and 'attorneys fees' to specific page-4 provisions fails. Its reading would also make nearly half the agreement surplusage. Course of performance: the court rejected reliance on later purchase orders and acknowledgments under Cal. Comm. Code § 2207 as parol evidence that cannot displace the integrated writing, noting none was signed as the modification clause requires. It did not reach Finelite's remaining § 2207 arguments, and the indemnification clause applies. infringement injunction / stay non-precedential