This is a contract case arising from the parties’ efforts to resolve a dispute over their use of similar trademarks in their respective clothing lines. To work out an acceptable business arrangement, representatives of American Eagle Outfitters (“American Eagle” or “AE”) and Lyle and Scott, Ltd. (“Lyle & Scott” or “LS”) met in London in January 2006. During this meeting, the parties drew up an informal document (the “London Memorandum”) memorializing the content of their discussion and their points of agreement. The dispute in this case centers on the significance of this London Memorandum. The Magistrate Judge1 agreed with Plaintiff-Appellee American Eagle that the London Memorandum was a binding contract between the parties, and that its terms were not ambiguous, holding that no reasonable jury could find otherwise. Defendant-Appellant Lyle & Scott appeals, arguing that the parties did not intend to contract, and even if they did, the contract that resulted was too indefinite to be enforceable.
For the reasons outlined below, we agree with the Magistrate Judge that the parties formed an enforceable contract, but we disagree with her finding that all of its terms are unambiguous. Accordingly, we remand the case so that a jury may interpret the contract’s more ambiguous terms.
