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US District Court : CONTRACT | PATENT - 'retrofit' unambiguous in K; patent assignor estoppel

Case No. 05-CV-2167 (PJS/RLE)
John M. Weyrauch, DICKE, BILLIG & CZAJA, PLLC, for plaintiff.
Terrance C. Newby and Jonathan D. Jay, LEFFERT JAY & POLGLAZE, P.A., for
This matter is before the Court on cross-motions for summary judgment. Plaintiff
Superior Industries, LLC (Superior) moves for partial summary judgment on two issues:
(1) how to interpret the contract a patent license at issue in this case; and (2) whether
defendant Swift Manufacturing Co., Inc. (Swift) is forbidden, by the doctrine of assignor
estoppel, to challenge the validity of the patent-in-suit. Swift moves for summary judgment on
the grounds that, under Swifts interpretation of the contract, Superior has granted Swift a license
to conduct the activities that underlie Superiors patent-infringement allegations. For the reasons
that follow, the Court grants Superiors motion and denies Swifts.
A. The Invention
In the early 1990s, Richard Murphy, Swifts founder, came up with an idea for an
improved axle assembly (also called a travel assembly) for portable radial stacking conveyors.
1The descriptions in this section are generally based on information in the patent-in-suit,
U.S. Patent No. 5,515,961. Although somewhat oversimplified, these descriptions should not be
Stacking conveyors are essentially long ramps outfitted with conveyor belts.1 Material such as
gravel, coal, or grain is loaded onto the bottom of the ramp, travels up the ramp by means of the
conveyor belt, and drops off the top end of the ramp to form a pile or stack below (hence the
name stacking conveyor).
A radial stacking conveyor is a stacking conveyor that can be rotated, like the hand of a
clock, around its bottom end so that multiple stacks can be deposited along an arc. Finally, a
portable stacking conveyor is designed to be moved easily from one job site to another.
Hence, a portable radial stacking conveyor is a long ramp fitted with a conveyor belt, with a
central apparatus that supports the conveyor as it rotates, that can be moved easily from one job
site to another.
The axle assembly or travel assembly designed by Murphy serves as the central
support upon which the radial stacking conveyor rests as it rotates. The travel assembly also
serves as the axle supporting the conveyor when it is towed (hence the term travel assembly).
Murphys design for an improved travel assembly for portable radial stacking conveyors
incorporates two sets of wheels: one set to be used when towing the conveyor between job sites,
and the second set to be used for rotating the conveyor when in use.
Some time after coming up with the idea for his improved travel assembly, Murphy
approached Neil Schmidgall, the founder of Superior, and asked for help in developing
Murphys design into a commercial product. Weyrauch Decl. Ex. A (N. Schmidgall Dep.) at 9-
10 [Docket No. 22]. Neil Schmidgall agreed to work with Murphy, and Neils son Paul, a
2In August 1994, after the first two agreements were executed, Murphy also assigned to
Superior all rights in his travel-assembly invention by way of an additional assignment
agreement that was filed with the U.S. Patent and Trademark Office (PTO). Weyrauch Decl.
Ex. D. That agreement essentially confirmed for the PTO the assignment that Murphy had
already made in the Superior Agreement.
Superior employee, was assigned to oversee development along with Murphy. Newby Aff. Ex.
A (P. Schmidgall Dep.) at 30-31, 38-39 [Docket No. 29].
Out of the collaboration between Murphy and Superior came, in August 1994, a patent
application for Murphys travel-assembly design. The application ultimately matured into U.S.
Patent No. 5,515,961 (the 961 patent), entitled Portable Radial Stacking Conveyor, which was
issued on May 14, 1996. The patent names Richard Murphy and Paul Schmidgall as the
inventors, and Superior as the patents assignee.
B. The Agreements
In July 1994, shortly before the patent application was filed, Murphy, Swift, and Superior
entered into a pair of agreements relating to Murphys invention. Murphy assigned his invention
to Superior in a document titled Agreement for Payment for Assignment, which will be
referred to as the Superior Agreement.2 Weyrauch Decl. Ex. C. In return for the assignment,
Superior agreed that, for a period of ten years, it would pay Murphy royalties on each travel
assembly Superior sold. Specifically, the Superior Agreement provides that Superior will
pay to Murphy 0.00 for each unit it produces and sells during
the ten years following the date of this agreement in connection
with each new radial stacker incorporating the invention and
0.00 for each unit it produces and sells during the ten years
following the date of this agreement for the purposes of retrofitting
the invention onto existing radial stackers connection with each
new radial stacker incorporating the invention [sic], provided,
however, that nothing in this agreement shall oblige [Superior] to
pay Murphy more than ,000.00 in any year, regardless of the
number of units incorporating the invention which may be sold.
Weyrauch Decl. Ex. C at 1-2. This provision includes an obvious drafting error: The phrase
connection with each new radial stacker incorporating the invention (preceding the bracketed
sic) was left in the agreement by mistake, and thus that language will be disregarded (as
discussed in Section II(B) below).
The same day that Murphy and Superior executed the Superior Agreement, Murphys
company, defendant Swift, entered into a separate Royalty Agreement with Superior.
Weyrauch Decl. Ex. E. Under this agreement which will be referred to as the Swift
Agreement Superior promised to sell to Swift, at a discount, Superior-made travel
assemblies incorporating Murphys design. For its part, Swift agreed that if it should ever
manufacture its own travel assemblies using Murphys design, Swift would pay Superior
royalties of 0 or 0 on each Swift-made travel assembly, depending on how the assembly
was used. Specifically, the Swift Agreement provides:
For use in large radial stackers of its own manufacture or retrofit
assemblies, Swift Manufacturing Co. Inc. agrees to buy power fold
down radial travel assemblies for [sic; read from] Superior
Equipment Co. Price of said assemblies to be 10% less than
distributor price.
In the event that Swift chooses to build these units itself, Swift
agrees to pay a royalty of 0.00 per unit for units used in a new
Swift stacker and 0.00 royalty per unit for power fold down
assemblies sold as retrofit units.
Id. Neither the Swift Agreement nor the Superior Agreement expressly gives Swift a license to
use Murphys invention, but that right is implicit in the Swift Agreement, and the rights
existence though not its scope is undisputed by the parties. The Swift Agreement will
expire when the 961 patent expires.
C. The Dispute
For over ten years, Swift and Superior apparently had no significant disputes over the
961 patent or the Swift and Superior Agreements. That changed in 2005.
Some time in 2004 or 2005, Swift sold three travel assemblies covered by the 961 patent
to Masaba Mining Equipment (Masaba), an original equipment manufacturer (OEM) of
stacking conveyors, and a competitor of Superior. Def. Ans. & Counterclaims at 5
(Counterclaims 7) [Docket No. 3]; Def. Mem. Supp. Mot. S.J. at 6 n.2 [Docket No. 31].
Masaba incorporated the travel assemblies into three Masaba-made portable radial stacking
conveyors as they were being built.
In early 2005, Superior learned that Swift had made at least some sales to Masaba.
Newby Aff. Ex. J (Erholtz Dep.) at 13-15; Ex. K (Zeltwanger Dep. ) at 10-11. Superior
contacted Swift to protest, asserting that Swift was not authorized to sell travel assemblies to
OEMs such as Masaba. Newby Aff. Ex. G (Kleene Dep.) at 79. Superior proposed that it and
Swift execute a new agreement that would clearly forbid sales by Swift to OEMs. Newby Aff.
Ex. L.
Swift refused to execute the proposed new agreement. Instead, Swift insisted that it
already had the right, under the Swift Agreement, to sell travel assemblies to OEMs. Superior
then brought this suit in September 2005, alleging that Swift had infringed (and contributed to
infringement of) the 961 patent by selling patented assemblies outside the scope of the Swift
A. Standard of Review
Summary judgment is appropriate if the pleadings, depositions, answers to
interrogatories, and admissions on file, together with the affidavits, if any, show that there is no
genuine issue as to any material fact and that the moving party is entitled to a judgment as a
matter of law. Fed. R. Civ. P. 56(c). A dispute over a fact is material only if its resolution
might affect the outcome of the suit under the governing substantive law. Anderson v. Liberty
Lobby, Inc., 477 U.S. 242, 248 (1986). A dispute over a fact is genuine only if the evidence is
such that a reasonable jury could return a verdict for either party. Ohio Cas. Ins. Co. v. Union
Pac. R.R., 469 F.3d 1158, 1162 (8th Cir. 2006). In considering a motion for summary judgment,
a court must assume that the nonmoving partys evidence is true. Taylor v. White, 321 F.3d 710,
715 (8th Cir. 2003).
B. Contract Interpretation
This case turns on the meaning of one word: retrofit. Under the Swift Agreement,
Swift may make and sell patented travel assemblies in only two circumstances. First, Swift may
make and sell a travel assembly in a new Swift stacker, provided that Swift pays Superior a
royalty of 0 per unit sold. The parties agree that Masaba-made stackers are not Swift
stacker[s], and thus Swifts sale of travel assemblies to Masaba is not authorized by this clause.
Second, Swift may make and sell the travel assemblies as retrofit units, provided that Swift
pays Superior a royalty of 0 per unit sold. The parties strongly dispute whether, when Swift
sells travel assemblies to Masaba, Swift is selling those travel assemblies as retrofit units.
Swift asserts, with a degree of confidence inversely proportional to the strength of its argument,
that there is no question that Swifts interpretation [of retrofit] is correct [and that] . . .
assemblies sold as retrofit units is equivalent to assemblies sold as new parts. Def. Mem.
Opp. Mot. Partial S.J. (Def. S.J. Opp.) at 15 [Docket No. 36]. The Court disagrees.
Under Minnesota law, interpretation of an unambiguous contract is a matter of law. City
of Virginia v. Northland Office Props. Ltd. Pship, 465 N.W.2d 424, 427 (Minn. Ct. App. 1991).
Whether a contract is ambiguous is also a question of law, id., and dictionaries can be useful in
assessing whether a contract is ambiguous, see Costley v. Thibodeau, Johnson & Feriancek,
PLLP, 259 F. Supp. 2d 817, 835-36 (D. Minn. 2003). When a contract is unambiguous, the court
may not consider extrinsic evidence of the contracts meaning or the parties intent. See Hous. &
Redev. Auth. v. Norman, 696 N.W.2d 329, 337 (Minn. 2005) (Under a contract analysis, we
first look to the language of the contract and examine extrinsic evidence of intent only if the
contract is ambiguous on its face.).
The Court agrees with Swift that the Swift Agreement is unambiguous but,
unfortunately for Swift, the Court holds that Swifts proposed interpretation is unambiguously
wrong. A travel assembly sold as a retrofit unit is a travel assembly sold to be incorporated
into a fully manufactured radial stacking conveyor, whether used or new, after the normal
manufacturing process has been completed, such that the radial stacking conveyor would be fully
functional for, and could be sold as is to, an end user without the travel assembly. A travel
assembly sold to an OEM for incorporation into a stacking conveyor during the manufacturing
process is therefore not a retrofit unit.
The word retrofit is not esoteric, so it is unsurprising that the parties did not define it in
either the Superior Agreement (in which it takes the form of the present participle retrofitting)
or the Swift Agreement (in which it takes the form of the adjective or attributive modifier
retrofit). Cf. Weyrauch Decl. Ex. A (N. Schmidgall Dep.) at 56 (I think we understood what
retrofit meant.). According to the Oxford English Dictionary, retrofit is an amalgam of the
words retroactive and refit. Oxford English Dictionary Online, entry for retrofit, n.,
http://dictionary.oed.com/ (2007) (OED Online). According to Websters Third New
International Dictionary, the etymology is even simpler: The noun retrofit is a combination of
the prefix retro- and the word fit. Websters Third New International Dictionary of the
English Language 1940 (1981) (Websters Third).
In any case, the prefix retro- in retrofit whether it is attached directly to fit (as
per Websters Third) or indirectly incorporated into retrofit by way of retroactive (as per the
OED Online) retains its essential meaning of backward or relating to the past. See, e.g.,
American Heritage Dictionary of the English Language 1489 (4th ed. 2000) (AHD Fourth)
(entry for prefix retro-); Websters Third 1940 (same). Major English-language dictionaries
all define the word retrofit to reflect the idea, embodied in the prefix retro-, that a retrofit
is a later (i.e., backward-looking) modification of an existing, completed product. So, for
instance, the OED Online defines the noun retrofit as [a] modification made to a product,
esp[ecially] an aircraft, to incorporate changes made in later products of the same type or
model. OED Online, entry for retrofit, n. An example found in the OED Online, from a 1967
publication, makes this meaning clear: It is some indication of Avimos position that it has
been involved in three major retro-fits for aircraft that is, the instruments already installed in
the aircraft have been taken out and Avimos put in instead. Id. (attested usage from the May
1967 Times Rev. Industry).
The origins of the word retrofit in the aircraft industry are also reflected in Websters
Third, which was published in 1981. Websters Third defines the noun retrofit to mean a
modification of equipment or an airplane to include changes made in later production models.
Websters Third 1940. The more-recently published AHD Fourth reflects the fact that retrofit
has come into common usage outside of the aircraft industry. Because the definitions in AHD
Fourth so plainly refute Swifts argument that a retrofit assembly can be a new part, the
Court quotes them at length. First, AHD Fourth provides two definitions for the transitive verb
1. To provide (a jet, automobile, computer, or factory, for
example) with parts, devices, or equipment not in existence or
available at the time of original manufacture.
2. To install or fit (a device or system, for example) for use in or
on an existing structure, especially an older dwelling.
AHD Fourth 1489. As for the intransitive verb retrofit, AHD Fourth provides these two
definitions (with an example in italics):
1. To fit into or onto equipment already in existence or service.
2. To substitute new or modernized parts or systems for older
equipment: an industrial plant that was retrofitting to meet new
safety regulations.
Id. Another two definitions are provided for the noun retrofit:
1. Something that has been retrofitted or has undergone
2. An instance of modernizing or expanding with new or modified
parts, devices, systems, or equipment: a retrofit for the heating
Id. (example italicized in original). Finally, AHD Fourth provides a single definition for the
adjective retrofit: Relating to or being a retrofit: a retrofit kit for the homeowner; an energysaving
retrofit program; a large retrofit market. Id. (examples italicized in original).
In arguing for its proposed interpretation of the word retrofit in the Swift Agreement,
Superior cites a number of dictionary definitions of the verb retrofit that are consistent with the
various definitions of retrofit cited above. Pl. Br. Supp. Mot. Partial S.J. at 11 [Docket No. 21]
3With respect to retrofit the noun and verb, [i]t is a notable property of English that it
has a great deal of homonymy between nouns and verbs. Rodney Huddleston & Geoffrey K.
Pullum, The Cambridge Grammar of the English Language Ch. 19, 3.2 at 1641 (2002). And
with respect to retrofit the noun and adjective, modern grammarians would, in fact, not classify
the word retrofit in the phrase retrofit units as an adjective at all; instead, they would
consider it to be the noun retrofit used as an attributive modifier. See id. Ch. 6 2.4.1(a) at
537, Ch. 19 3.3(b) at 1643 (School grammars tend to say that in expressions like the Clinton
policy the word Clinton is (or is used as) an adjective but . . . this is to confuse the wordcategory
adjective with the function modifier of a noun. Any noun (other than a pronoun) can
occur in this function, given a suitable head noun, so the appropriate way to handle such data is
in terms of syntax (the distribution of nouns), not in terms of word-formation (the creation of
new words).).
4Moreover, although the Court does not rely on it, the testimony of both Neil Schmidgall
and Richard Murphy about their understandings of the term retrofit in the Swift Agreement
supports the Courts interpretation of that term. See Weyrauch Decl. Ex. A (N. Schmidgall
Dep.) at 34-35, 55-57; Ex. B. (Murphy Dep.) at 34-35, 38-39.
(Pl. S.J. Br.). In response, Swift makes the strange argument that a definition based on a
transitive verb . . . simply sheds no light on what the word means when used as a noun or
adjective. Def. S.J. Opp. at 14-15. Swift is manifestly wrong; the Court takes judicial notice of
the fact that English words rarely alter their meaning radically when used as different parts of
speech.3 This fact is reflected in the above-cited definitions from AHD Fourth of retrofit the
verb, retrofit the noun, and retrofit the adjective. When used as any of these three parts of
speech, retrofit reflects the same core meaning of adding something to, or replacing something
in, a completed, existing object.
The plain meaning of retrofit, as reflected in the dictionary definitions cited above and
in the words etymology, suffices by itself to refute Swifts position. Further support for the
Courts interpretation of retrofit (though none is needed) comes from other aspects of the Swift
and Superior Agreements.4 The Swift Agreement requires Swift to pay a 0 royalty for Swiftmade
travel assemblies used in a new Swift stacker, but only a 0 royalty for Swift-made
travel assemblies sold as retrofit units. Weyrauch Decl. Ex. E. Swift now argues, in effect,
that sold as retrofit units means sold for use in a new non-Swift stacker. The parties could
have written the agreement this way; they did not. Rather, they chose two contrasting phrases:
sold as retrofit units, which is necessarily backward-looking (retro), and used in a new
Swift stacker, which is necessarily forward-looking (new). In light of this contrast, retrofit
unit cannot mean a travel assembly sold for use in the manufacture of a new radial stacking
The Superior Agreement also reflects this distinction between new units and retrofit
units. The same day that Superior and Swift executed the Swift Agreement, Superior and
Murphy (Swifts owner at the time) executed the Superior Agreement. Two agreements so
closely connected should be interpreted together. The Superior Agreement required Superior to
pay to Murphy a 0 royalty for each unit it produces and sells . . . in connection with each
new radial stacker incorporating the invention, and a 0 royalty for each unit it produces and
sells . . . for the purposes of retrofitting the invention onto existing radial stackers connection
with each new radial stacker incorporating the invention [sic] . . . . Weyrauch Decl. Ex. C at 1-
As noted in Section I above, the phrase connection with each new radial stacker
incorporating the invention reflects an obvious drafting error. The drafter, in writing the 0-
royalty provision, evidently copied the 0-royalty provision but failed to delete language that
was no longer necessary in the 0-royalty provision. Thus, the entire phrase connection with
each new radial stacker incorporating the invention should be stricken from the 0-royalty
provision. With this revision, the Superior Agreement should be read as requiring: (1) a 0
royalty for each travel assembly sold in connection with each new radial stacker made by
Superior, and (2) a 0 royalty for each travel assembly sold for the purposes of retrofitting
5Section 102 of Title 35 provides: A person shall be entitled to a patent unless . . . (f) he
did not himself invent the subject matter sought to be patented . . . . 35 U.S.C. 102.
the invention onto existing radial stackers. Id. (emphasis added). As the italicized language
makes plain, the Superior Agreement makes explicit what is implicit in the Swift Agreement: to
retrofit a travel assembly that is, to use a retrofit assembly is to incorporate the
assembly into an existing radial stacker, not into one that is in the process of being
This is not to say that, under the Swift Agreement, retrofit units may only be
incorporated into used radial stacking conveyors. On this point alone, the Court agrees with
Swift. See Def. S.J. Opp. at 14 ([N]one of Plaintiffs dictionary definitions require the
retrofitted item to be used or substantially used.). If, for example, a fully manufactured
Masaba radial stacking conveyor had been sitting idly in a dealer showroom for several months,
and the dealer bought a Swift travel assembly for incorporation into that stacker, that assembly
would qualify as a retrofit unit. But travel assemblies sold to OEMs for incorporation into
stacking conveyors during the manufacturing process are emphatically not retrofit units within
the meaning of the Swift Agreement.
C. Assignor Estoppel
Swift, in defending this suit, has asserted that the 961 patent is invalid. Specifically,
Swift argues that named inventor Paul Schmidgall was not, in fact, an inventor, and that the
patent is therefore invalid under 35 U.S.C. 102(f).5 Def. Ans. & Counterclaims at 3
(Affirmative Defenses 2), 6 (Counterclaims 17); Def. S.J. Opp. at 18-20. Superior, however,
contends that the doctrine of assignor estoppel forecloses Swift from challenging the validity of
the 961 patent. Pl. S.J. Mem. at 12-13. The Court agrees with Superior.
Assignor estoppel is a patent-law doctrine under which a party who assigns a patent is
barred from later challenging that patents validity. Mentor Graphics Corp v. Quickturn Design
Sys., Inc., 150 F.3d 1374, 1378 (Fed. Cir. 1998). This doctrine prevents the unfairness and
injustice of permitting a party to sell something and later to assert that what was sold is
worthless. Id. (quotations omitted). Assignor estoppel applies both to the original assignor and
to anyone in privity with the assignor. Id. at 1379. Swift wisely does not dispute that it is in
privity with Murphy, who owned Swift when he assigned the 961 patent to Superior and when
the parties executed the Swift and Superior Agreements.
Swift attempts to avoid the application of assignor estoppel by arguing, first, that the
doctrine should be applied sparingly, depending on the facts of each case, just like any other
equitable type of estoppel. Def. S.J. Opp. at 18. But Swift gets the law exactly backwards.
Although assignor estoppel is an equitable doctrine, the nature of the doctrine it forbids a
party to sell something and later to assert that what was sold is worthless, Mentor Graphics,
150 F.3d at 1378 (quotation omitted) is such that the equities will usually favor its
application. As the Federal Circuit has explained:
Due to the intrinsic unfairness in allowing an assignor to challenge
the validity of the patent it assigned, the implicit representation of
validity contained in an assignment of a patent for value raises the
presumption that an estoppel will apply. Without exceptional
circumstances (such as an express reservation by the assignor of
the right to challenge the validity of the patent or an express
waiver by the assignee of the right to assert assignor estoppel), one
who assigns a patent surrenders with that assignment the right to
later challenge the validity of the assigned patent.
Id. (emphasis added). There are no exceptional circumstances in this case to overcome the
presumption in favor of assignor estoppels application.
Swift also argues that assignor estoppel should not apply because Swifts invalidity
challenge is based on inventorship. Def. S.J. Opp. at 18. It is true that the Federal Circuit
observed in Diamond Scientific Co. v. Ambico, Inc. that assignor estoppel historically has
applied to invalidity challenges based on novelty, utility, patentable invention, anticipatory
matter, and the state of the art. 848 F.2d 1220, 1224 (Fed. Cir. 1988) (quotations omitted).
Diamond Scientific did not, however, purport to limit the future application of assignor estoppel
to only those bases on which the doctrine has historically been applied. And since Diamond
Scientific, the Federal Circuit has upheld the application of assignor estoppel to prevent a
defendant from challenging a patents validity based on inventorship under 35 U.S.C. 102(f).
Q.G. Prods., Inc. v. Shorty, Inc., 992 F.2d 1211, 1213 (Fed. Cir. 1993). The Court therefore
agrees with Superior that assignor estoppel bars Swift from challenging the 961 patents
Based on the foregoing and on all the files, records, and proceedings herein, IT IS
1. Plaintiff Superior Industries, LLCs motion for partial summary judgment
[Docket No. 19] is GRANTED as follows:
a. Under the terms of the Swift Agreement, a travel assembly sold as a
retrofit unit is a travel assembly sold to be incorporated into a fully
manufactured radial stacking conveyor, whether used or new, after the
normal manufacturing process has been completed, such that the radial
stacking conveyor would be fully functional for, and could be sold as is
to, an end user without the travel assembly. A travel assembly sold to an
OEM for incorporation into a stacking conveyor during the manufacturing
process is not a retrofit unit.
b. Defendant Swift Manufacturing Co., Inc.s counterclaim for a declaratory
judgment of invalidity and unenforceability, Def. Ans. & Counterclaims
2. Defendant Swift Manufacturing Co., Inc.s motion for summary judgment of
noninfringement [Docket No. 27] is DENIED.
Dated: September 24 , 2007 s/Patrick J. Schiltz
Patrick J. Schiltz
United States District Judge


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