## Facts

- Two Ukrainian corporations, Amco Ukrservice and Prompriladamco, sought more than $200 million in damages from American Meter Company, a U.S. manufacturer of gas meters and related equipment.
- The dispute arose from alleged joint venture agreements formed during American Meter’s efforts to develop markets in Ukraine and other former Soviet republics.
- Plaintiffs alleged the agreements required American Meter to supply all gas meters and related piping the ventures could sell in those markets.
- American Meter contested enforceability and denied that its employee, C. Douglas Prendergast, had authority to make the alleged commitments on the company’s behalf.
- After extensive discovery, American Meter moved for summary judgment against both plaintiffs, and Prompriladamco cross-moved for partial summary judgment on liability.

## Issues

1. Whether the CISG governed the alleged joint venture agreements and rendered them unenforceable.
2. Under Pennsylvania choice-of-law rules, whether Ukrainian law or Pennsylvania law governed the agreements’ validity.
3. Whether genuine disputes of material fact existed as to Prendergast’s actual or apparent authority to bind American Meter.

## Decision

- The court denied American Meter’s motion for summary judgment.
- The court held the CISG did not apply to the alleged joint venture agreements.
- The court held Pennsylvania law, not Ukrainian law, governed the plaintiffs’ contract claims under Pennsylvania choice-of-law rules.
- The court denied Prompriladamco’s motion for summary judgment on liability because a genuine issue of material fact remained regarding Prendergast’s actual or apparent authority.

## Legal Principles

- The CISG applies to contracts for the international sale of goods and does not necessarily govern broader relational agreements characterized as joint ventures rather than discrete sales contracts.
- In a diversity case, a federal court applies the forum state’s choice-of-law rules to determine the substantive law governing contract validity.
- Summary judgment is improper where material factual disputes remain, including disputes about an agent’s actual authority or apparent authority to bind a principal.

## Conclusion

The court rejected CISG-based and Ukrainian-law-based invalidity arguments at the summary judgment stage, holding Pennsylvania law governed the contract claims, but it required trial on disputed facts concerning whether the defendant’s employee had authority to bind the company to the alleged joint venture obligations.


Amco Ukrservice v. Am. Meter Co., 312 F. Supp. 2d 681 (E.D. Pa. 2004)