Daewoo Electronics America, Inc. v. T.C.L. Indus. (H.K.) Holdings Ltd.

• Decision Date: 28 December 2011
• Docket Number: No. 10-4495,No. 10-4496,10-4495,10-4496
• Parties: DAEWOO ELECTRONICS AMERICA, INC., a Florida Corporation; DAEWOO ELECTRONICS CORP., a (Korea) Corporation, Appellants v. T.C.L. INDUSTRIES (H.K.) HOLDINGS LIMITED; O.P.T.A. CORPORATION f/k/a Lotus Pacific, Inc.
• Court: U.S. Court of Appeals — Third Circuit

DAEWOO ELECTRONICS AMERICA, INC., a Florida Corporation;
DAEWOO ELECTRONICS CORP., a (Korea) Corporation, Appellants
v.
T.C.L. INDUSTRIES (H.K.) HOLDINGS LIMITED;
O.P.T.A. CORPORATION f/k/a Lotus Pacific, Inc.

No. 10-4495
No. 10-4496

UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT

October 26, 2011
Opinion filed: December 28, 2011

NOT PRECEDENTIAL
On Appeal from the United States District Court for the District of New Jersey (No. 3-08-cv-02287) District Judge: Honorable Joel A. Pisano
Submitted Under Third Circuit LAR 34.1(a) October 26, 2011
Before: SLOVITER, GREENAWAY, JR., Circuit Judges, and POLLAK,^* District Judge.
OPINION

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POLLAK, District Judge.

I.

Because we write primarily for the parties, who are familiar with the factual and procedural history of the case, we provide only a brief summary here.

The lawsuit that gives rise to this litigation is the third of three lawsuits:

The first was a suit brought by Daewoo Electronics America, Inc. ("Daewoo") against O.P.T.A. Corporation ("Opta") in August 2005 in the California Superior Court for San Mateo County. Daewoo was a manufacturer of electronic equipment. GoVideo, a subsidiary of Opta, purchased DVD and VHS combination player and recorder units from Daewoo and sold them to retailers. Daewoo's initial suit against Opta was based upon a guaranty bearing the date December 4, 2003, in which Opta—under its former name, Lotus Pacific—and T.C.L. Industries (H.K.) Holdings ("TCL"), a minority shareholder in Opta, guaranteed payment to Daeweoo of up to $5,000,000 of GoVideo invoices accruing, unpaid, in "the 12 month period from the date of execution of this Guaranty (the "Term")." (APP0631.) The guaranty further provided that "Guarantors shall have no liability whatsoever for any Obligations incurred by the Debtor after the expiration of the Term." (Id.)

In November 2005, GoVideo sued Daewoo in the United States District Court for the District of New Jersey, alleging that items supplied to GoVideo by Daewoo were, in a variety of ways, defective, unlicensed, or counterfeit. Daewoo counterclaimed for unpaid

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invoices and, when GoVideo did not defend, the District Court, on April 27, 2007, entered a default judgment in Daewoo's favor and against GoVideo, in the sum of $7,775,670.98.¹

On May 13, 2008, a year after entry of the default judgment in Daewoo's favor, Daewoo filed suit in the New Jersey District Court against Opta and T.C.L. The suit was predicated on the same guaranty that had been at issue in the California suit. Daewoo contended that the "date of execution" of the guaranty—the date commencing the "12 month period"—was February 5, 2004, the date the guaranty, signed by officials of T.C.L. and Lotus Pacific (the former name of Opta), was transmitted to Daewoo. Opta and T.C.L. contended that the "date of execution" was December 4, 2003, since the only date appearing in the guaranty was "December 4th, 2003."

The District Court filed an opinion on August 19, 2010 in which, applying New Jersey law,² the court addressed the parties' cross-motions for summary judgment:

A Court must seek the meaning and intention of the parties when interpreting the terms of a contract. In re

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