Appellant holds several patents applicable to electronic check-processing systems. Following a settlement between the parties, appellee entered into a license agreement permitting appellee unlimited use of appellant's patented technology. To protect appellee from the risk that appellant would entered into a more favorable license with a later bank, the license agreement included a "most-favored licensee" clause. Appellant subsequently entered into an agreement with another entity prompting appellee to sue for breach of contract. The district court agreed and granted appellee a refund for the difference between the amount appellee paid and the lesser amount bargained for in the later license agreement. The court of appeals affirmed holding the contractual interpretation of the license agreement provided that appellee was entitled to a refund as it was to have the unlimited use of appellant's technology. Additionally, the most favored license provision did not contain any limiting language thereby contradicting appellant's argument that the court should consider the different usage between the parties. Because the language in the clause was clear and unambiguous, the court of appeals must apply it as written and denied appellant from introducing parole evidence to change the plain language. Accordingly, the district court's final judgment was affirmed.
JP Morgan Chase Bank, N.A. v. DataTreasury Corporation, Fifth Circuit, Case No.: 15-40905, 05/19/2016
W. EUGENE DAVIS, CIRCUIT JUDGE