Seoul Semiconductor Co., Ltd., Seoul Viosys Co., Ltd. v. Finelite, Inc.

N OTE: This disposition is nonprecedential.
United States Court of Appeals
for the Federal Circuit
______________________
SEOUL SEMICONDUCTOR CO., LTD., SEOUL
VIOSYS CO., LTD.,
Plaintiffs
v.
FINELITE, INC.,
Defendant/Third Party Plaintiff-Appellant
v.
SAMSUNG SEMICONDUCTOR, INC.,
Third-Party Defendant-Appellee
______________________
2025-1712
______________________
Appeal from the United States District Court for the
Northern District of California in No. 3:22-cv-02869-TLT,
Judge Trina L. Thompson.
______________________
Decided: May 13, 2026
______________________
T HOMAS J. RECHEN, McCarter & English, LLP, Hart-
ford, CT, argued for defendant/third party plaintiff-appel-
lant. Also represented by MARK D. G IARRATANA .
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SEOUL SEMICONDUCTOR CO., LTD. v. FINELITE, INC. 2
ALI REZA SHARIFAHMADIAN, Arnold & Porter Kaye
Scholer LLP, Washington, DC, argued for third-party de-
fendant-appellee. Also represented by J IN-SUK P ARK; SEAN
M. SEL EGUE, D OUGLAS WINTHROP , San Francisco, CA;
BRIAN W ILLIAMS , Denver, CO.
______________________
Before L OURIE, D YK, and T ARANTO, Circuit Judges.
L OURIE, Circuit Judge.
Finelite, Inc. (“Finelite”) appeals from a final decision
of the United States District Court for the Northern Dis-
trict of California dismissing its breach of contract, breach
of warranty, and declaratory judgment claims against
Samsung Semiconductor, Inc. (“Samsung”). See Seoul
Semiconductor Co. v. Finelite, Inc., 694 F. Supp. 3d 1199
(N.D. Cal. 2023) (“Decision”). For the following reasons,
we affirm.
BACKGROUND
Finelite manufactures LED-based lighting products
and purchases LED chips from Samsung for use in those
products. At the outset of their business relationship, the
parties entered into an agreement governing their transac-
tions (the “2012 Agreement”). See ER-139–43. The
2012 Agreement is five pages long and consists of three
components: (1) a credit application and agreement
(pgs. 1–2); (2) a financial authorization form (pg. 3), and
(3) a contract of sale (pgs. 4–5). Id.
The first component’s credit agreement authorized
Samsung to contact Finelite’s credit references and ex-
change certain information concerning Finelite’s business
and credit history. Id. at ER-140. It also specified that a
“monthly service charge” could be assessed to Finelite ac-
counts not paid on time, and that all “[g]oods are sold C.I.P.
[Samsung’s] designated shipping point unless otherwise
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SEOUL SEMICONDUCTOR CO., LTD. v. FINELITE, INC. 3
specified.”1 Id. Finally, and as relevant on appeal, the
credit agreement concluded with the following statement:
Applicant understands and agrees to Samsung
Semiconductor, Inc.’s terms of sale (attached), to
pay service charges assessed and to pay reasonable
attorneys [sic] fees in the event of default.
Id. (hereinafter referred to as “the disputed statement”).
The parties agreed that the disputed statement’s reference
to “terms of sale (attached)” generally incorporated at least
part of the 2012 Agreement’s third component, entitled
“Samsung Semiconductor, Inc. Contract of Sale” (“Contract
of Sale”) at pages 4 to 5. Decision, 694 F.Supp.3d at 1204.
The Contract of Sale includes various provisions that cover
the application of terms, pricing, shipping, indemnifica-
tion, and modification.2 Id. Specifically, the Contract of
Sale limited Samsung’s indemnification obligations to “the
jurisdiction where title passes from Samsung to Cus-
tomer.” ER-143.
Following the execution of the 2012 Agreement,
Finelite began purchasing LED chips from Samsung. De-
cision, 694 F.Supp.3d at 1204. Specifically, Finelite pur-
chased chips from Samsung on at least four different
occasions between 2018 and 2021. Id. For those purchases,
Finelite sent a purchase order (collectively, the “Purchase
Orders”) to Samsung by email, and each email included a
link to Finelite’s terms and conditions, which contained an
indemnity provision that did not limit Samsung’s
1 Carriage and insurance paid to (“C.I.P.”) is a global
trade term by which a seller pays freight and insurance
costs to transport goods from its factory to a carrier desig-
nated by the seller.
2 The second component of the 2012 Agreement in-
cluded a financial authorization form. Decision,
694 F.Supp.3d at 1204.
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SEOUL SEMICONDUCTOR CO., LTD. v. FINELITE, INC. 4
responsibilities to any particular jurisdiction. Id. Sam-
sung sent acknowledgments in return. Id. For all four Pur-
chase Orders, the C.I.P. location was Hong Kong, meaning
title to the chips passed in Hong Kong. Id. at 1204–05.
Finelite never disputed that the C.I.P. location was Hong
Kong. Id. at 1215. The scope of the Contract of Sale’s in-
corporation into the 2012 Agreement is therefore im-
portant because the Contract of Sale limits Samsung’s
indemnification obligations to only the jurisdiction where
title passed from Samsung to Finelite (i.e., Hong Kong), yet
the infringement claims that are relevant here, as dis-
cussed below, arose in the United States. Id. at 1205.
In May 2022, Seoul Semiconductor and Seoul Viosys
(collectively, “Seoul”) filed a patent infringement action in
the United States District Court for the Northern District
of California against Finelite, alleging that Finelite’s LED
products infringe fourteen of their U.S. patents relating to
LEDs and LED lighting technology. Id. In response,
Finelite filed a third-party complaint in November 2022
against Samsung, asserting claims for breach of contract,
breach of the California Uniform Commercial Code
(“UCC”), and declaratory judgment. Id. In particular,
Finelite alleged that Samsung supplied the LED chips un-
derlying Seoul’s infringement claims and asserted that
Samsung was responsible for indemnifying Finelite in
Seoul’s infringement action. Id. Samsung disagreed and
contended that the 2012 Agreement governs such that
Samsung is not required to indemnify Finelite for Seoul’s
infringement claims. Id. Finelite, opposing that view, as-
serted that later Purchase Orders imposed an indemnifica-
tion obligation. Id.
Both parties moved for summary judgment in mid-
2023. Id. Reading the agreement as a whole, the district
court determined that the 2012 Agreement and its dis-
puted statement are unambiguous. See id. at 1209–11.
Specifically, it explained that the “terms of sale (attached)”
in the disputed statement on page 2 unambiguously
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SEOUL SEMICONDUCTOR CO., LTD. v. FINELITE, INC. 5
referenced and incorporated the Contract of Sale on pages
4 and 5. Id. at 1210. It reasoned that although the Con-
tract of Sale on pages 4 and 5 is not labeled verbatim as
“terms of sale,” the Contract of Sale is nonetheless (1) de-
scribed at the top of page 4 as the “Terms and Conditions”
governing the purchases and (2) sequentially paginated as
part of a single five-page document. Id. at 1210. Thus, the
court determined the 2012 Agreement consists of pages 1
to 5 in their entirety, at least in part because the disputed
term incorporated the entire Contract of Sale. Id.
The district court rejected Finelite’s narrower reading
of the disputed statement as inconsistent with the struc-
ture and content of the agreement as a whole, particularly
because the specific items Finelite sought to isolate from
the disputed statement (i.e., service charges and attorney
fees) do not clearly map onto discrete sections of the Con-
tract of Sale on pages 4 and 5. Id. In other words, without
a clear mapping of those terms to particular sections on
pages 4 and 5, it was not persuasive to the court to contend
those terms in the disputed statement operated as limited
incorporations of only certain material on pages 4 and 5 to
the exclusion of all other terms and conditions on those
pages. Id.
The district court further reasoned that Finelite’s in-
terpretation would improperly render large portions of the
agreement superfluous, contrary to California contract law
requiring that effect be given to all provisions, and that iso-
lating a single clause divorced from the full contract was
doctrinally improper. Id. (relying on Flores v. Barr,
934 F.3d 910, 915 (9th Cir. 2019)). It also rejected
Finelite’s reliance on extrinsic evidence (i.e., later conduct
by the parties when exchanging Purchase Orders and ac-
knowledgments), explaining that parol evidence cannot be
used to contradict clear and unambiguous contractual lan-
guage, nor does the absence of repeated references to the
agreement in later transactions undermine its continuing
effect. Id. at 1211. Accordingly, the district court
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SEOUL SEMICONDUCTOR CO., LTD. v. FINELITE, INC. 6
concluded that the entire Contract of Sale was incorporated
into the 2012 Agreement. Id. As a result, it granted
Samsing’s motion on summary judgment for no breach of
contract because the 2012 Agreement’s indemnification
clause applies. Id. at 1215. For similar reasons, the dis-
trict court also granted Samsung’s motions for no breach of
warranty under the UCC and for denial of Finelite’s declar-
atory judgment claim.
Finelite timely appealed. We have jurisdiction under
28 U.S.C. § 1295(a)(1).3
D ISCUSSION
The issue before us is whether the 2012 Agreement in-
corporates the entirety of the Contract of Sale as opposed
to only certain specified terms. Finelite argues that apply-
ing well-established rules of contract interpretation makes
clear that the last statement on page 2 of the 2012 Agree-
ment (i.e., the disputed statement) incorporates only cer-
tain terms of the Contract of Sale on pages 4 and 5.
We disagree.
“Contract interpretation—including whether the con-
tract is ambiguous—is a question of law, which we answer
de novo.” EcoFactor, Inc. v. Google LLC, 137 F.4th 1333,
1341 (Fed. Cir. 2025) (en banc), cert. denied, 146 S. Ct. 333
(2025). Because contract interpretation is a matter of state
3 Samsung moved to transfer the appeal from the
Ninth Circuit to the Federal Circuit, and the Ninth Circuit
ultimately agreed and transferred the case “conclud[ing]
that the Federal Circuit has exclusive appellate jurisdic-
tion over this case under 28 U.S.C. § 1295(a)(1), and that
transfer of the appeal is in the interest of justice under
28 U.S.C. § 1631.” See ECF No. 1 at 2–3. Because the brief-
ing and appendices are in conformance with Ninth Circuit
requirements, our cites to the appendix are to what the
Ninth Circuit refers to as Excerpts of Record (“ER”).
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SEOUL SEMICONDUCTOR CO., LTD. v. FINELITE, INC. 7
law and the parties and district court agree that California
law governs the contract, we apply California law in inter-
preting the 2012 Agreement. See Parental Guide of Texas,
Inc. v. Thomson, Inc., 446 F.3d 1265, 1269 (Fed. Cir. 2006).
Under California law, “[t]he language of a contract is to
govern its interpretation, if the language is clear and ex-
plicit, and does not involve an absurdity.” Cal. Civ. Code
§ 1638. And when a contract is reduced to writing, “the
intention of the parties is to be ascertained from the writ-
ing alone, if possible.” Id. § 1639. Moreover, “[a] contract
provision will be considered ambiguous when it is capable
of two or more constructions, both of which are reasonable,”
but the provision “cannot be found to be ambiguous in the
abstract.” Saheli v. White Mem’l Med. Ctr., 21 Cal. App.
5th 308, 317–18 (2018) (cleaned up).
We do not find the 2012 Agreement to be ambiguous.
First, the 2012 Agreement’s structure makes clear that it
constitutes a single, integrated contract, not a collection of
separate documents. The agreement uses continuous pag-
ination from page “1 of 5” to page “5 of 5.” See ER-22. That
continuity supports the straightforward inference that the
parties intended the document to be read as a unified
whole, with each page forming part of a single, complete
agreement rather than independent or selectively incorpo-
rated terms. Indeed, Finelite concedes as much; it contests
only the degree of incorporation of the Contract of Sale, not
that the Contract of Sale was not incorporated at all. See
Finelite Op. Br. 4; Finelite Reply Br. 13; id. at 1 (“The only
terms of sale that became part of the Credit Agreement
were ‘to pay service charges assessed and to pay reasonable
attorneys [sic] fees in the event of default.’”).
Second, the 2012 Agreement’s plain language supports
complete integration of the Contract of Sale. While Finelite
argues that the disputed statement on page 2 incorporated
only two aspects of the Contract of Sale on pages 4 and 5,
the disputed statements express reference to the Contract
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SEOUL SEMICONDUCTOR CO., LTD. v. FINELITE, INC. 8
of Sale shows otherwise. The disputed statement recites
the following:
Applicant understands and agrees to Samsung
Semiconductor, Inc.’s terms of sale (attached), to
pay service charges assessed and to pay reasonable
attorneys [sic] fees in the event of default.
Id. at ER-140. As an initial matter, the parties agree that
the “terms of sale” are those terms and conditions con-
tained on pages 4 and 5 in the Contract of Sale. See
Finelite Op. Br. 4; Samsung Reply Br. 16. Further, the
“terms of sale” are expressly “attached” or included on
pages 4 and 5 of the 2012 Agreement. The dispute there-
fore turns on whether the “terms of sale (attached)” (i.e.,
the Contract of Sale) are fully incorporated into the
2012 Agreement.
Finelite contends, primarily using grammar principles,
that the disputed statement incorporated only two aspects
of the terms of sale on pages 4 and 5. Under its view, it
breaks the sentence into two parts. It interprets the first
part—“Applicant understands and agrees to Samsung
Semiconductor, Inc.’s terms of sale (attached)”—as the
main clause. Finelite Op. Br. 27–8. It then contends that
the second half—“to pay service charges assessed and to
pay reasonable attorneys [sic] fees in the event of de-
fault”—is a limitation on the main clause and specifically
limits the incorporation of the “terms of sale” to only those
sections on pages 4 and 5 relating to “service charges” and
“attorneys [sic] fees.” Id. This is an incorrect reading of
the 2012 Agreement.
Finelite’s narrow reading lacks textual support and
distorts the 2012 Agreement’s language. The disputed
statement is best read as a list or series of obligations, not
a grant followed by limitations. Notwithstanding the omis-
sion of the Oxford comma, which is insignificant, see United
States v. Bass, 404 U.S. 336, 340 n.6 (1971) (“[We] will not
attach significance to an omitted [Oxford] comma.”), the
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SEOUL SEMICONDUCTOR CO., LTD. v. FINELITE, INC. 9
comma placement and use of “and” in the disputed state-
ment reflect a series in which Finelite agreed to multiple
items, including all “terms of sale.” See, e.g., Whitman v.
Transtate Title Co., 165 Cal. App. 3d 312, 319 (1985)
(“Grammatically, the three situations, separated by com-
mas, constitute a series.”).
Finelite’s view also assumes that the disputed state-
ment’s limited incorporation of only “service charges” and
“attorneys [sic] fees” have corresponding sections in the
“terms of sale” on pages 4 and 5 such that a partial incor-
poration would be readily apparent. See Finelite Op. Br.
13–14, 38–39. That assumption does not hold. Finelite
purports that the term “service charges” refers to “late
charges” on page 4, but the discussion of “late charges” ap-
pears in the middle of a dense paragraph titled “Prices and
Payment,” see ER-142 § 7, and Finelite provides no good
reason why one term maps on the other. Rather, the only
reasonable interpretation of the term “service charges” in
the disputed statement is that it refers back to the same
term earlier on the same page. See ER-140 ¶ 3 (“A monthly
service charge . . . can be assessed to all accounts.” (empha-
sis added)). Thus, the earlier use of “service charge” is used
in the context of what Samsung can assess to Finelite, and
the later use of “service charge” in the disputed statement
on the same page shows that Finelite agreed to pay such
charges if Samsung assessed them.
Finelite’s attorney fees argument fares no better. It as-
sumes that “reasonable attorneys [sic] fees” in the disputed
statement on page 2 selectively incorporates the “collection
costs” provision on page 4 of the Contract of Sale. See
Finelite Op. Br. 13–14. But that premise is flawed: attor-
ney fees are not synonymous with collection costs. Indeed,
page 4 treats them as not coextensive. See ER-142 § 7 (“col-
lection costs (including attorneys’ fees . . .)”). Reading the
page 2 reference to attorney fees as incorporating a differ-
ent, broader concept on page 4 is therefore untenable.
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Finelite’s interpretation must also be rejected because
it would impermissibly render substantial portions of the
2012 Agreement superfluous. See Flores v. Barr, 934 F.3d
910, 915 (9th Cir. 2019) (“Courts interpreting the language
of contracts ‘should give effect to every provision,’ and ‘an
interpretation which renders part of the instrument to be
surplusage should be avoided.’” (quoting Appalachian Ins.
Co. v. McDonnell Douglas Corp., 214 Cal. App. 3d 1, 12
(1989)). As the district court aptly explained, excising most
of pages 4 and 5 “would result in nearly half of the 2012
Agreement as surplusage.” Decision, 694 F.Supp.3d at
1210. That cannot be.
Nor can Finelite salvage its position by invoking the
parties’ course of performance under the Cal. Comm. Code
§ 2207. That argument improperly relies on parol evidence
not to interpret the contract’s language, but to displace it
altogether, an outcome California law does not permit. See
Riverisland Cold Storage, Inc. v. Fresno-Madera Prod.
Credit Ass’n, 55 Cal. 4th 1169, 1174 (2013) (The Parol Evi-
dence Rule “provides that when parties enter [into] an in-
tegrated written agreement, extrinsic evidence may not be
relied upon to alter or add to the terms of the writing.”).
Routine exchanges of Purchase Orders and acknowledg-
ments—none signed as required for modification, see ER-
143 § 11—are parol evidence that cannot override the
2012 Agreement or its modification provisions contained in
the Contract of Sale.
Accordingly, we conclude that the 2012 Agreement un-
ambiguously incorporates the Contract of Sale in its en-
tirety. In light of that conclusion and because there is no
dispute that the 2012 Agreement was in effect during the
relevant purchase periods, see Finelite Op. Br. 20 (implic-
itly conceding this point), we need not reach Finelite’s re-
maining UCC § 2207 arguments. As a result, because the
2012 Agreement’s indemnification clause applies, the dis-
trict court did not err in dismissing Finelite’s breach of
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SEOUL SEMICONDUCTOR CO., LTD. v. FINELITE, INC. 11
contract, breach of warranty, and declaratory judgment
claims.
CONCLUSION
We have considered Finelite’s remaining arguments
but find them unpersuasive. For the foregoing reasons, we
affirm.
AFFIRMED
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