UNITED STATES COURT OF APPEALS October 21, 2024 Christopher M. Wolpert FOR THE TENTH CIRCUIT Clerk of Court _________________________________

FUEL AUTOMATION STATION, LLC,

Plaintiff - Appellee, Nos. 23-1123 & 23-1358 v.

ENERGERA INC.,

Defendant - Appellant. _________________________________

Appeal from the United States District Court for the District of Colorado (D.C. No. 1:20-CV-01492-STV) _________________________________ Robert P. Greenspoon, Dunlap Bennett & Ludwig PLLC, Chicago, Illinois (Jonathan T. Suder and Jeffrey D. Parks, Friedman, Suder & Cooke, Fort Worth, Texas; and Brent E. Newton, Gaithersburg, Maryland, with him on the briefs), for Appellant. Steven Susser (Alex Szypa with him on the briefs), Carlson, Gaskey & Olds, P.C., Birmingham, Michigan, for Appellee. _________________________________ Before CARSON, ROSSMAN, and FEDERICO, Circuit Judges. _________________________________ CARSON, Circuit Judge. _________________________________ Appellate Case: 23-1123 Document: 115-1 Date Filed: 10/21/2024 Page: 2

Defendant Energera, Inc. agreed not to sue Plaintiff Fuel Automation Station, LLC for infringement of certain patents. 1 Defendant subsequently sued Plaintiff’s affiliated entity and Plaintiff’s subcontractor for patent infringement based on their use of Plaintiff’s equipment. The district court found that the covenant not to sue encompassed the relevant parties but was ambiguous as to whether it included the relevant patent. Exercising jurisdiction under 28 U.S.C. § 1291, we hold the district court did not err in applying ordinary rules of contract construction and invoking the patent exhaustion doctrine to reach these legal conclusions. We therefore affirm.

I.

Plaintiff and Defendant compete in the fuel industry. Each party manufactures automated fuel delivery equipment and provides related services. Defendant holds patents related to its fuel delivery equipment, including four at issue here: a Canadian patent, CA2,693,567 (“567 Patent”), and three subsequent United States patents— No. 9,346,662, No. 10,029,906, and a patent resulting from Application No. 15/997,340 (collectively, “U.S. Patents”).

In 2016 and 2018, Defendant sued Plaintiff, alleging that Plaintiff’s operations infringed on two of the U.S. Patents. The parties resolved both lawsuits through a single settlement agreement executed July 13, 2019 (“Agreement”).

The Agreement included several provisions relevant to this lawsuit. First, the parties defined the scope of the patent rights at issue (“Patent Rights”):

1 Defendant renamed itself from Frac Shack, Inc. to Energera, Inc. after the start of this litigation. 2 Appellate Case: 23-1123 Document: 115-1 Date Filed: 10/21/2024 Page: 3

As used in this Settlement Agreement, [Defendant’s] Patent Rights shall mean collectively, [the U.S. Patents]; any patent resulting from a continuation, continuation-in-part, or divisional related through priority claims to the [U.S. Patents]; and any foreign patent related through priority claims to the [U.S. Patents]. Next, the parties provided mutual covenants not to sue. Defendant promised Plaintiff as follows (“Covenant”):

[Defendant] covenants not to sue [Plaintiff], or otherwise engage [Plaintiff] in any domestic or foreign legal or administrative proceeding, for or based on infringement of the [Patent Rights].