CLIENTRON CORP., Plaintiff
v.
DEVON IT, INC., Defendant.
Civil Action No. 13–05634.
United States District Court, E.D. Pennsylvania.
Signed Aug. 8, 2014.
35 F.Supp.3d 668
George J. Krueger, Fox Rothschild LLP, Philadelphia, PA, Jeffrey C.P. Wang, WHGC PLC, Newport Beach, CA, John D. Vanlobensels, John D. Vanlobensels WHGC PLC, Mountain View, CA, for Plaintiff.
Gary M. Samms, Richard P. Limburg, Obermayer Rebbmann Maxwell & Hippell LLP, Philadelphia, PA, for Defendant.
MEMORANDUM RE DEVON'S MOTION TO DISMISS CLIENTRON'S PETITION TO ENFORCE ITS ARBITRATION AWARD/FOREIGN MONEY JUDGMENT
BAYLSON, District Judge.
| TABLE OF CONTENTS |
|---|
| I. | Introduction | 669 |
| II. | The NY Convention | 670 |
| A. | An Argument Rejecting the Reciprocity Requirement | 672 |
| B. | The Reciprocity Requirement Controls | 674 |
| III. | Diversity Jurisdiction Exists for the Pennsylvania State Law Claim | 677 |
| IV. | Legal Standard | 677 |
| A. | Standard of Review | 677 |
| B. | Pennsylvania's Uniform Foreign Money Judgment Recognition Act | 678 |
| V. | Discussion | 680 |
| A. | Does Clientron Possess a Foreign Judgment as Defined by the UFMJRA? | 680 |
| B. | Was the Proceeding Contrary to an Agreement Between the Parties? | 681 |
| 1. | Legal Standard for Determining Foreign Law | 682 |
| 2. | Findings Regarding Taiwan Law | 683 |
| 3. | The Contract at the Center of the Dispute | 685 |
| 4. | Testimony at the Hearing | 686 |
| a. | Yun Cheng Liu | 687 |
| b. | Ming Yan Shieh | 687 |
| c. | Chung Tuh Lee | 688 |
| 5. | Discussion | 690 |
| a. | There Is an Agreement to Arbitrate | 690 |
| b. | The Arbitration Decision Is Final and Enforceable in Taiwan | 691 |
| c. | The Disputed Products Are Not Within the Scope of the SPA | 691 |
| i. | The Text of the SPA Contains a Mechanism for Incorporating New or Replacement Products | 692 |
| ii. | A Broad Reading of the Agreement to Cover All Thin–Client Products Undermines the Agreement's Structure | 692 |
| iii. | Clientron's Proffered Interpretation of the Words “Any Dispute” Is Overly Broad and Ignores How That Phrase Operates Within the Agreement as a Whole | 692 |
| iv. | Devon's Request for Repair Warranties Provides Some Support for the Contention That Devon Intended the Disputed Products to Be Covered by the SPA | 693 |
| v. | The Draft Release Agreement Is Not Probative of the Parties' Intent as to the Scope of the SPA | 693 |
