American Eagle Outfitters v. Lyle & Scott Ltd.

I agree with Judge Fuentes that the London Memorandum is ambiguous as to the registration rights that the parties were prepared to grant each other.11 But I also believe that American Eagle has failed to establish that it is entitled to summary judgment on whether the parties manifested an intent to be bound by the jottings in that very brief document. I believe there remains a material question of fact as to the parties’ intent, and, accordingly, would let a jury determine whether there was a contract at all.

Under Pennsylvania law, which the parties have treated as controlling, “the test for…