NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

 

No. 09-2100

 

COUNTY OF MERCER, 

 Appellant

v.

UNILECT CORPORATION

 

On Appeal from the United States District Court

for the Western District of Pennsylvania

(D.C. No. 2-06-cv-00799)

District Judge: Honorable Joy Flowers Conti

 

Submitted Under Third Circuit LAR 34.1(a)

May 19, 2010

Before: FUENTES, HARDIMAN and NYGAARD, Circuit Judges.

(Filed: May 25, 2010)

 

OPINION OF THE COURT

 

HARDIMAN, Circuit Judge.

The County of Mercer, Pennsylvania appeals the District Court’s summary

judgment in favor of UniLect Corporation. We will affirm.
2

I.

The facts of this appeal are undisputed. Because we write for the parties, we

recount only that which is necessary to our decision.

In January 2001, the County contracted with UniLect to purchase multiple units of

a touch-screen voting system called “the Patriot.” Consistent with Pennsylvania law, 25

PA. CONS. STAT. § 3031.5(a) & (c), the Patriot was initially certified for use by the

Secretary of the Commonwealth in 1994 and was recertified in 1999. The contract

between Mercer and UniLect incorporated the terms of a written proposal in which

UniLect provided a “certification warranty” which stated: “the products, as delivered, will

conform with and perform according to the specifications required by the State of

Pennsylvania as well as conform with and perform according to the specifications in this

proposal and any contract arising therefrom.”

UniLect delivered the Patriot voting machines in April 2001 and the County used

them without incident for more than three years. In April 2005, however, the Patriot was

decertified by the Secretary of the Commonwealth after failing a recertification exam. 

After the Patriot failed two follow-up exams, the County had to obtain new machines.

The County sued, claiming breach of express and implied warranty by UniLect. 

The County’s implied warranty claim was dismissed by the District Court without

opinion. Following discovery, the District Court granted UniLect’s motion for summary
1

 The District Court had diversity jurisdiction pursuant to 28 U.S.C. § 1332(a). We

have appellate jurisdiction under 28 U.S.C. § 1291.

3

judgment on the express warranty claim, holding that the certification warranty extended

only to the time of delivery. The County filed this timely appeal.1

II.

Although the County appeals the District Court’s judgment as to both of its

warranty claims, its terse argument on the implied warranty claim demonstrates that it is

derivative of the express warranty claim. Accordingly, we direct our focus to the

County’s argument that the District Court erred when it entered summary judgment on the

Court’s claim for breach of express warranty.

Under Pennsylvania law

It is well established that the intent of the parties to a written contract is to

be regarded as being embodied in the writing itself, and when the words are

clear and unambiguous the intent is to be discovered only from the express

language of the agreement. . . . Hence, where language is clear and

unambiguous, the focus of interpretation is upon the terms of the agreement

as manifestly expressed, rather than as, perhaps, silently intended.

Steuart v. McChesney, 444 A.2d 659, 661 (Pa. 1982) (citations omitted). “[A] court can

grant summary judgment on an issue of contract interpretation if the contractual language

being interpreted is subject to only one reasonable interpretation.” Atkinson v. LaFayette

College, 460 F.3d 447, 452 (3d Cir. 2006) (citation and quotation marks omitted). Our

review of the District Court’s construction of the contract is plenary. Great Am. Ins. Co.

v. Norwin Sch. Dist., 544 F.3d 229, 243 (3d Cir. 2008).
2

 Because we conclude that the contractual language unambiguously limits the

warranty to the time of delivery, we need not address the potential applicability of 13 PA.

CONS. STAT. § 2725(b).

4

This appeal turns on one question: did the certification warranty apply only until

UniLect delivered the voting machines, or did it extend throughout their anticipated

useful life? Relying upon the certification warranty’s reference to “the products, as

delivered,” the District Court held that the warranty did not apply beyond the delivery

date. We agree.

The County challenges the District Court’s conclusion by arguing that the “as

delivered” language referred to the identity of the products being delivered rather than the

duration of the warranty. Put another way, the County maintains that by referring to “the

products, as delivered,” the contract simply clarified that only those units actually

delivered would be warranted. We find the County’s strained reading incompatible with

the language of the contract. The phrase “as delivered” unambiguously refers not to the

identity of the products but rather, as the District Court concluded, to their condition at

the time of delivery. Although the County points to other sections of UniLect’s proposal

which indicate that the Patriot would have a long useful lifespan, none of these provisions

suggests a contrary reading of the plain language of the certification warranty.2

The County also argues that if the warranty applied only up to the date of delivery,

it would be left without any remedy if Pennsylvania decertified the Patriot after delivery. 

This contention, while true, is unavailing to the County. By contracting that the Patriot
5

“as delivered” would comply with Pennsylvania’s specifications, UniLect bore the risk of

noncompliance up to the date of delivery and the County bore the risk thereafter. In

hindsight, this arrangement was detrimental to the County. But at the time the deal was

consummated, there was nothing so “absurd[]” about it as to require us to “endeavor to

find an interpretation which will effectuate [a more] reasonable result.” Cf. Laudig v.

Laudig, 624 A.2d 651, 654 (Pa. Super. 1993) (quoting Pocono Manor Ass’n v. Allen, 12

A.2d 32, 35 (Pa. 1940)).

Finally, the County argues that it is unreasonable to conclude that UniLect’s

warranty was not prospective because the Patriot was certified at the time of delivery and

its status was a matter of public record. The public nature of the certification does not

alter the warranty’s limiting language, however. The contract contemplated that UniLect

would deliver the voting machines roughly three months after the contract was signed; by

warranting certification “as delivered,” UniLect protected the County from any

decertification that might have occurred between the time the contract was signed and the

date of delivery. The warranty also assured the County that the units to be delivered were

in fact the same model as had been certified by Pennsylvania, and protected the County

against any possible mistake of law as to the Patriot’s status as a certified machine. Here

again, there is no valid reason to diverge from the language of the parties’ contract.

III.

For the foregoing reasons, we will affirm the judgment of the District Court.