Free Letter - District Court of Delaware - Delaware

Case 1 :06—cv—00028-SLR-LPS Document 302 Filed 05/22/2008 Page 1 of 2
BLANKE ROlv\Errr·
counselors AT r/iw
Phone: (302) 425-6438
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May 22, 2008
VIA ELECTRONIC FILING & HAND DELIVERY
The Honorable Leonard P. Stark
United States Magistrate Judge
United States District Court
844 King Street
Wilmington, DE 19801
Re: McKess0n Automation, Inc. v. Swisslog Italia S.p.A,. et al.,
CA. N0. 06-28 (SLR/LPS]
Dear Judge Stark:
Plaintiff respectiirlly requests that the Court accept this letter in order to briefly clarify an
issue raised at the hearing two days ago. During the hearing on the standing issue, Your Honor
asked how one could look beyond the four corners of the Assignment document if that
document, standing alone, was deemed unambiguous. Under Pennsylvania black letter law,
"where several instruments are made as part of one transaction they will be read together, and
each will be construed with reference to the other; and this is so although the instruments may
have been executed at different times and do not in terms refer to each other." I-Iuegel v. Mflin
Construction Company, Inc., 796 A.2d 350, 354-355 (Pa. Super. Ct. 2002). The four comers of
all writings constituting the transaction must be read as a whole to determine the true intent of
the parties. Von Lange v. Morrison-Knudsen Co., 460 F. Supp. 643, 647-48 (M.D. Pa. 1978).
Here, the Assignment and Promissory Notes were executed the same day and concem a
single transaction. They must thus be read together. The four corners of these documents
collectively demonstrate that the parties intended a security interest, because the Notes indicate
that they will be secured by an assignment of the patent application. Furthermore, to the extent
reading these documents together results in any ambiguity because, for example, one requires a
written reassignment and the other does not, extrinsic evidence should be considered to
determine the intent of the parties. Ney v. Open Solutions, Inc., Civ. No. 06-CV—4354, 2007 WL
1201 Market Street Suite 800 Wilmington, DE 19801 ’ ‘
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Case 1:06—cv—00028-SLR-LPS Document 302 Filed 05/22/2008 Page 2 of 2
BLANK — ROMELLP
COUNSELORS AT LAW
May 22, 2008
Page 2
3377239, *7 — 8 (E.D. Pa. November 8, 2007). As discussed at the hearing, the parol evidence
available further confirms that the parties here intended a security interest.
Respectfully submitted,
Christine SE;
I.D. No. 4170
cc: Dale R. Dubé, Esq.
Alfred R. Fabricant, Esq.
Richard LaCava, Esq.
Larry Drucker, Esq.
Brian DeMatteo, Esq.
Blair Jacobs, Esq.
Christina Ondrick, Esq.
Christopher May, Esq.
Kate Lahnstein—Bertocci, Esq.