10-0131-cv
Scientific Components Corp. v. Sirenza Microdevices, Inc.

                           UNITED STATES COURT OF APPEALS
                               FOR THE SECOND CIRCUIT

                                     SUMMARY ORDER

Rulings by summary order do not have precedential effect. Citation to a summary order filed on or
after January 1, 2007, is permitted and is governed by Federal Rule of Appellate Procedure 32.1 and
this court’s Local Rule 32.1.1. When citing a summary order in a document filed with this court, a
party must cite either the Federal Appendix or an electronic database (with the notation “summary
order”). A party citing a summary order must serve a copy of it on any party not represented by
counsel.

    At a stated Term of the United States Court of Appeals for the Second Circuit, held at the
Daniel Patrick Moynihan United States Courthouse, at 500 Pearl Street, in the City of New York,
on the 2nd day of November, two thousand ten.

Present: ROGER J. MINER,
         ROBERT A. KATZMANN,
                           Circuit Judges,
         DENISE COTE,
                           District Judge.*
____________________________________________________________

SCIENTIFIC COMPONENTS CORP. d/b/a MINI-CIRCUITS LABORATORY,

                          Plaintiff-Counter-Defendant-Appellant,

                          - v. -                         No. 10-0131-cv

SIRENZA MICRODEVICES, INC.,

                     Defendant-Counter-Claimant-Appellee.
____________________________________________________________

For Plaintiff-Counter-Defendant-Appellant:       GARY ETTELMAN (Suzanne B. Fertig, on the
                                                 brief), Ettelman & Hochheiser, P.C., Garden
                                                 City, N.Y.


For Defendant-Counter-Claimant-Appellee:         PETER BROWN (Sammi Malek, on the brief),
                                                 Baker & Hostetler LLP, New York, N.Y.

       *
       The Honorable Denise Cote, United States District Judge for the Southern District of
New York, sitting by designation.
       Appeal from the United States District Court for the Eastern District of New York
(Wolle, J.).**

       ON CONSIDERATION WHEREOF, IT IS HEREBY ORDERED, ADJUDGED,

AND DECREED that the judgment of the district court is AFFIRMED.

       Plaintiff-counter-defendant-appellant Scientific Components Corporation, d/b/a Mini-

Circuits Laboratory (“Mini-Circuits”), appeals from a judgment of the United States District

Court for the Eastern District of New York (Wolle, J.), entered on December 18, 2009,

dismissing plaintiff’s claims in their entirety. After discovering that the amplifiers it purchased

from Defendant-counter-claimant-appellee Sirenza Microdevices, Inc. (“Sirenza”) exhibited

“low frequency oscillation” (“LFO”), Mini-Circuits brought suit asserting that the presence of

LFO constituted a breach of an express warranty that the amplifiers would be “unconditionally

stable,” breach of an express warranty that they would be free from defect in materials and

workmanship, and breach of an implied warranty of merchantability. After a three-day bench

trial, the district court concluded that Mini-Circuits failed to prove any of its claims by a

preponderance of the evidence. We assume the parties’ familiarity with the remaining facts and

procedural history of the case.

       As this case arrives on appeal from a bench trial, “we review the District Court’s findings

of fact for clear error, but we review de novo its conclusions of law and its resolution of mixed

questions of fact and law.” MacWade v. Kelly, 460 F.3d 260, 267 (2d Cir. 2006); see also FED.

R. CIV. P. 52(a)(6) (“Findings of fact . . . must not be set aside unless clearly erroneous.”). Clear

error review “is a deferential standard of review grounded, inter alia, on the belief that district

courts have a good deal of ‘expertise’ when it comes to fact-finding.” Zervos v. Verizon N.Y.,


       **
          The Honorable Charles R. Wolle, Senior United States District Judge for the District of
Iowa, sitting by designation.

                                                  2
Inc., 252 F.3d 163, 168 (2d Cir. 2001). “[A] finding is ‘clearly erroneous’ when although there

is evidence to support it, the reviewing court on the entire evidence is left with the definite and

firm conviction that a mistake has been committed.” Anderson v. City of Bessemer City, N.C.,

470 U.S. 564, 573 (1985) (internal quotation marks omitted). “If the district court’s account of

the evidence is plausible in light of the record viewed in its entirety, the court of appeals may not

reverse it even though convinced that had it been sitting as the trier of fact, it would have

weighed the evidence differently.” Id. at 573–74. Moreover, if the district court bases its

determinations on the witnesses’ credibility, “Rule 52(a) demands even greater deference to the

trial court’s findings; for only the trial judge can be aware of the variations in demeanor and tone

of voice that bear so heavily on the listener’s understanding of and belief in what is said.” Id. at

575; see also FED. R. CIV. P. 52(a)(6).

       On appeal, Mini-Circuits argues principally that (1) the district court failed to find the

facts specially and state separately the conclusions of law as required by Rule 52(a) of the

Federal Rules of Civil Procedure; (2) the factual findings for each of Mini-Circuits’s warranty

claims are clearly erroneous; and (3) the district court attempted to insulate its factual findings

by couching them as credibility determinations. We disagree.

       Federal Rule of Civil Procedure 52(a) states that the district court “must find the facts

specially and state its conclusions of laws separately.” Rule 52(a) “requires the court to make

sufficiently detailed findings to inform the appellate court of the basis of the decision and to

permit intelligent appellate review.” Krieger v. Gold Bond Bldg. Prods., 863 F.2d 1091, 1097

(2d Cir. 1988). We have held that “Rule 52(a) does not require ‘[]either punctilious detail []or

slavish tracing of the claims issue by issue and witness by witness.’” Fair Hous. in Huntington

Comm. Inc. v. Town of Huntington, 316 F.3d 357, 364 (2d Cir. 2003) (quoting Krieger, 863 F.2d

at 1097). Even where the district court’s opinion may have benefitted from additional

                                                  3
elaboration, “we may proceed with our review . . . if we can discern enough solid facts from the

record to enable [us] to render a decision.” Tekkno Labs., Inc. v. Perales, 933 F.2d 1093, 1097

(2d Cir. 1991) (internal quotation marks omitted). Here, the district court’s opinion provides a

sufficiently detailed procedural history of the case, discusses relevant testimony and its

credibility findings, and then concludes that the evidence did not satisfy the legal standard. The

district court’s opinion is neither “perfunctory nor conclusory nor vague,” Krieger, 863 F.2d at

1097, and thus is more than adequate to permit appellate review by this Court.

       We also conclude that the district court’s factual findings regarding the warranty claims

were not clearly erroneous.

       Under section 2-313 of the New York Uniform Commercial Code (“N.Y. U.C.C.”), an

express warranty is created by “[a]ny affirmation of fact or promise made by the seller to the

buyer which relates to the goods and becomes part of the basis of the bargain,” by “[a]ny

description of the goods which is made part of the basis of the bargain,” or by “[a]ny sample or

model which is made part of the basis of the bargain.” N.Y. U.C.C. § 2-313(1)(a)–(c)

(McKinney 2001). The seller need not use words such as “warrant” or “guarantee” to create an

express warranty. Id. § 2-313(2). On appeal, Mini-Circuits argues that it relied on Sirenza’s

representation that the amplifiers would be “unconditionally stable,” and therefore Sirenza

created an express warranty to that effect.

       The district court’s finding of fact that “unconditional stability” did not form part of the

parties’ agreement is not clearly erroneous. The record demonstrates that the parties stipulated

before trial that “Mini-Circuits submitted its own electrical specifications, and Sirenza agreed to

manufacture amplifiers in accordance with Mini-Circuits’ specifications. The specifications did

not expressly mention low frequency oscillation.” J.A. 117. The district court credited the

testimony of Sirenza’s expert witness that the parties were aware that the material used as a

                                                 4
substrate in the amplifiers—gallium arsenide—was prone to LFO. Mini-Circuits, by substituting

its own specifications, did not require Sirenza to test for LFO or provide amplifiers that did not

exhibit LFO, a finding to which this Court owes considerable deference. See Bessemer City, 470

U.S. at 575. It was not clearly erroneous for the district court to find that Mini-Circuits’s

specifications superseded any representations of unconditional stability that may have been

contained in Sirenza’s specifications for its own line of amplifiers, and therefore Sirenza made

no express warranty of unconditional stability.

       That same factual finding also supports the district court’s conclusion that there was no

breach of an express warranty that the amplifiers would “be free from defects in materials and

workmanship,” which appeared on the reverse side of Mini-Circuits’s purchase orders. Having

failed to control for it in the specifications, Mini-Circuits cannot now complain that the presence

of LFO would constitute a “defect.” We thus find no clear error in the district court’s conclusion

that “[t]he evidence proves the amplifiers as manufactured and delivered performed to the

plaintiff’s design specifications.” S.P.A. 5.

       We now turn to the implied warranty of merchantability. N.Y. U.C.C. § 2-314(2)(c)

requires that goods be “fit for the ordinary purposes for which such goods are used.” An inquiry

into merchantability “focuses on the expectations for the performance of the product when used

in the customary, usual and reasonably foreseeable manners.” Denny v. Ford Motor Co., 639

N.Y.S.2d 250, 256 (1995). “A warranty of fitness for ordinary purposes does not mean that the

product will fulfill [a] buyer’s every expectation.” Id. at n.4 (internal quotation marks omitted;

brackets in original). Instead, it means that the warranty “provides for a minimal level of

quality.” Id. (internal quotation marks omitted). In light of its finding that the parties were

aware of the limitations of gallium arsenide amplifiers, the district court concluded that the

amplifiers were fit for ordinary, proper uses and were merchantable. That finding is not clearly

                                                  5
erroneous and is further corroborated by Sirenza’s expert testimony that Mini-Circuits’s

customers who complained of LFO had used the amplifiers in a manner for which they were not

intended based on the amplifiers’ specifications.

         Having found the district court’s factual findings not to be clearly erroneous, we are

persuaded, substantially for the reasons stated in the district court’s opinion, that Mini-Circuits

has failed to establish by a preponderance of the evidence that Sirenza breached any express or

implied warranty. We therefore decline to reach Mini-Circuits’s argument regarding Sirenza’s

limited liability disclaimer.

         Finally, as to Mini-Circuits’s argument concerning the district court’s credibility

determinations, although this Court gives considerable deference to the district court’s credibility

findings, “the trial judge may [not] insulate his findings from review by denominating them

credibility determinations.” Bessemer City, 470 U.S. at 575. Here, where the district court

considered the credibility of the parties’ witnesses, weighed their respective testimonies, and

credited the testimony of a more credible witness, we find no basis to conclude that the district

court attempted to insulate its findings of fact as credibility determinations. Therefore, we will

not disturb those findings on appeal. See id. at 575–76 (“[W]hen a trial judge’s finding is based

on his decision to credit the testimony of one of two or more witnesses, each of whom has told a

coherent and facially plausible story that is not contradicted by extrinsic evidence, that finding, if

not internally inconsistent, can virtually never be clear error.”).

         Accordingly, for the reasons set forth above, we AFFIRM the judgment of the district

court.

                                                    FOR THE COURT:
                                                    CATHERINE O'HAGAN WOLFE, CLERK




                                                  6
