* Pursuant to 5 TH C IR

. R. 47.5, the Court has determined that this

opinion should not be published and is not precedent except under

the limited circumstances set forth in 5 TH C IR . R. 47.5.4.

1 United States Court of Appeals

Fifth Circuit



## FILED

January 14, 2004

Charles R. Fulbruge III

Clerk UNITED STATES COURT OF APPEALS

For the Fifth Circuit

No. 03-10313

Summary Calendar

NATIONAL BRAND LICENSING, INC.,

Plaintiff-Counter Defendant-Appellee,

VERSUS

WILLIAMSON-DICKIE MANUFACTURING CO., Etc; ET AL,

Defendants,

WILLIAMSON-DICKIE MANUFACTURING CO., A Delaware Corp.,

Defendant-Counter Claimant-Appellant.

Appeals from the United States District Court

for the Northern District of Texas

(02-CV-663)

Before BARKSDALE, EMILIO M. GARZA, and DENNIS, Circuit Judges.

PER CURIAM: *

Defendant-Appellant, Williamson–Dickie Manufacturing, Co.,

Inc. (“WD”) brings this appeal of a district court decision

granting summary judgment to Plaintiff-Appellee, National Brand2

Licensing, Inc. (“NBL”). WD contends that the district court erred

in granting summary judgm ent to NBL, holding that a contract

between the parties requires it to make royalty payments to NBL.

Because the district court properly granted NBL summary judgment,

we affirm its decision.

NBL is owned and run by Gene and Miriam Summ. It solicits,

negotiates, structures, and markets licenses of intellectual

property on behalf of its clients. WD manufactures and sells

workplace apparel, including the Dickie brand. In 1980, the

parties entered into an agreement (“Agreement”) whereby NBL would

be the exclusive agent of WD for the purpose of selling licenses to

use the Dicki e Brand to third persons. NBL would receive 15% of

the proceeds that WD obtained from these licenses.

In 1998, WD terminated the Agreement pursuant to a non-renewal

provision contained in the Agreement, but continued to pay NBL

royalties for licenses that NBL procured while the Agreement was in

force. In 2002, WD stopped all payment of royalties to NBL,

claim ing that the Agreement no longer obligated it to make

payments. NBL brought this suit seeking a declaration that the

Agreement obligates W D to continue royalty payments. WD

counterclaimed for reimbursement of royalty payments made between

1998 and 2002. Both parties moved for summary judgment, claiming

that their interpretation of th e Agreement was correct. The

district court granted NBL’s motion for summary judgment, holding

that the Agreement obligated WD to make royalty payments and WD3

brings this appeal.

We review the legal determinations in the distric t court’s

decision to grant or deny summary judgment de novo

. S ee Travelers

Ins. Co. v. Liljeberg Enters. , 7 F.3d 1203, 1206 (5th Cir. 1993).

Contract interpretation is a purely legal issue; ac cordingly, we

review the district court’s interpretation of a contract de novo

.

See Empire Fire & Marine Ins. Co. v. Brantley Trucking, Inc. , 220

F.3d 679, 681 (5th Cir. 2000). We interpret this contract under

Texas law, which states that an unambiguous con tract shall be

enforced as written, and that a contract is only ambiguous if it is

reasonably susceptible to more than one meaning. S ee Lopez v.

Munoz, Hockema & Reed , 22 S.W.3d 857, 861 (Tex. 2000).

Although the Agreement may be unclear in some instances, it is

not ambiguous in any material sense. The Agreement provides that

either party may elect to terminate the Agreement by giving the

other party notice in writing of such termination 90 days prior to

the expiration of the Agreement. The Agreement further provides

that in the event of its termination by this method, the 15% of the

proceeds of each existing license provided to WD by NBL shall

continue to be paid during the life of each license. The Agreement

also provides that upon either (1) the termination of all licenses

and renewals thereof according to their terms, or (2) the cessation

of being “actively engaged in the business,” as defined by the

Agreement, by both Gene Summ and Miriam Summ, the Agreement shall4

automatically terminate and be of no further effect. Because it is

undisputed that the Agreement was terminated because WD elected to

do so by giving NBL 90 days notice prior to the expiration of its

term, and not by the operation of either of the other termination

provisions, WD continued to be obligated to make payments of the

assignments of license proceeds to NBL during the life of each

relevant license and renewal thereof.

The judgment of the district court is AFFIRMED.