Schwab v. Pennsummit Tubular, LLC (In Re Old Summit Mfg., LLC), 523 F.3d 134 (3rd Cir. 2008). · Go Syfert
Schwab v. Pennsummit Tubular, LLC (In Re Old Summit Mfg., LLC), 523 F.3d 134 (3rd Cir. 2008). Cases Citing This Book View Copy Cite
“a court always may consider the course of performance as evidence of the intent of the parties.”
74 citation events (74 in the last 25 years) across 10 distinct courts.
Strongest positive: Norfolk Southern Railway Co. v. Pittsburgh & West Virginia Railroad (ca3, 2017-08-29)
Treatment trajectory · 2009 → 2026 · click a year to view as-of
2009 2017 2026
Top citers, strongest first. 49 distinct citers.
discussed Cited as authority (verbatim quote) Norfolk Southern Railway Co. v. Pittsburgh & West Virginia Railroad
3rd Cir. · 2017 · signal: see also · quote attribution · 1 verbatim quote · confidence high
a court always may consider the course of performance as evidence of the intent of the parties.
discussed Cited as authority (rule) njd 2026
D.N.J. · 2026 · confidence medium
(Id. at 7-13 (citing In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008).) As for Count VI, Plaintiffs alleged that Lehigh Gas breached the fuel supply agreements because those agreements required Lehigh Gas to sell fuel to UPS.
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The Policy Under Pennsylvania law, “[c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (alteration in original) (quoting Dep’t of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa. Commw.
discussed Cited as authority (rule) pawd 2025
W.D. Pa. · 2025 · confidence medium
In Pennsylvania, the interpretation of a contract is "a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement." In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Dep't of Transp. v. Pennsylvania Indus. for Blind & Handicapped, 886 A.2d 706, 711 (Pa. Commw.
discussed Cited as authority (rule) TOWNSHIP OF BENSALEM v. LENNAR MPA, LLC
E.D. Pa. · 2025 · confidence medium
Under Pennsylvania law, “{c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (Gd Cir. 2008) (internal citation and quotation marks omitted). “[T]he intent of the parties is the writing itself.
discussed Cited as authority (rule) Ricker v. Pennsylvania Department of Corrections
M.D. Penn. · 2025 · confidence medium
Under Pennsylvania law, “[c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Dep't of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa. Commw.
cited Cited as authority (rule) IS BBFB LLC v. Center City Healthcare, LLC
Bankr. D. Del. · 2025 · confidence medium
D.I. 36 at 10. 23 In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008).
cited Cited as authority (rule) JONES LANG LASALLE BROKERAGE, INC. v. LIBERTY 1100 VA DR LLC
E.D. Pa. · 2025 · confidence medium
Krizovensky v. Krizovensky, 624 A.2d 638, 642 (Pa. Super. 1993) (internal quotation marks and citations omitted) (quoted at length in In Re Old Summit Mfg., LLC, 523 F.3d 134, 137-38 (3d Cir. 2008)).
discussed Cited as authority (rule) Catawissa Township v. Midland Asphalt Materials, Inc.
M.D. Penn. · 2024 · confidence medium
“In order to prevail on a breach of contract claim in Pennsylvania, a plaintiff must show not only damages, but also ‘a causal connection between the breach and the loss.’” 61 As alleged, Plaintiff contends that “[a]s a direct and proximate result of Midland’s material breach of the Contract, [it] has suffered damages in excess of $150,000.00 ….” Other courts in this Circuit have found similar language 58 Id. 59 Id. at 526 (quoting In re Old Summit Mfg., LLC, 523 F.3d 134, 137-38 (3d Cir. 2008)). 60 See Doc. 1 (Notice of Removal), Ex.
discussed Cited as authority (rule) Fulton Bank, N..A. v. Kimmel's Coal and Packaging, Inc. (2×) also: Cited "see"
M.D. Penn. · 2024 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (citation omitted).
discussed Cited as authority (rule) Kimmel's Coal and Packaging, Inc.
Bankr. M.D. Penn. · 2023 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Dep't of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa. Cmwlth. 2005)). “[A] contract should be read so as to give meaning to all of its terms when read as an entirety.” Contrans, Inc. v. Ryder Truck Rental, Inc., 836 F.2d 163 , 169 (3d Cir. 1987).
discussed Cited as authority (rule) Certain Underwriters at Lloyd's London Subscribing to Policy No. MEO1353173.20 v. Peerstar, LLC
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Contract Interpretation Under Pennsylvania law, “[c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (alteration in original) (quoting Dep’t of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706 , 2 Although Anderson defined materiality in the context of a motion for summary judgment, courts have applied this definition when reviewing a motion for judgment on the pleadings.
cited Cited as authority (rule) THE COLUMBIAN SPOT, LLC v. DOLLAR BANK
W.D. Pa. · 2022 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008).
cited Cited as authority (rule) NATIONWIDE MUTUAL INSURANCE COMPANY v. DAVID RANDALL ASSOCIATES, INC.
E.D. Pa. · 2022 · confidence medium
Pa. 2020) (quoting In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008)).
cited Cited as authority (rule) ALLSTATE VEHICLE & PROPERTY INSURANCE COMPANY v. HARRIS
E.D. Pa. · 2022 · confidence medium
Pa. 2020) (alteration in original) (footnote omitted) (quoting In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008)) (add’l citations omitted).
cited Cited as authority (rule) HARRIS v. ALLSTATE VEHICLE AND PROPERTY INSURANCE COMPANY
E.D. Pa. · 2022 · confidence medium
Pa. 2020) (alteration in original) (footnote omitted) (quoting In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008)) (add’l citations omitted).
discussed Cited as authority (rule) Detect Tank Services LLC v. Admiral Insurance Company
M.D. Penn. · 2022 · confidence medium
Under Pennsylvania law, “[c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (alteration in original) (quoting Dep't of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa. Commw.
cited Cited as authority (rule) Fiber-Span Inc v.
3rd Cir. · 2022 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008).
discussed Cited as authority (rule) Bixler v. Lamendola
M.D. Penn. · 2022 · confidence medium
A term is ambiguous if it is “reasonably susceptible of different constructions and capable of being understood in more than one sense.” In re Somerset Reg’l Water Res., LLC, 949 F.3d 837, 845 (3d Cir. 2020) (quoting Schwab v. Pennsummit Tubular, LLC (In re Old Summit Mfg., LLC), 523 F.3d 134, 137 (3d Cir. 2008) (quoting Hutchison v. Sunbeam Coal Corp., 519 A.2d 385, 390 (Pa. 1986))).
discussed Cited as authority (rule) Neville Chemical Co v. TIG Insurance Co (2×)
3rd Cir. · 2022 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Dep’t of Transp. v. Pa. Indus. for Blind & Handicapped, 886 A.2d 706, 711 (Pa. Cmmw.
discussed Cited as authority (rule) T.N. INCORPORATION LTD. v. FIDELITY NATIONAL INFORMATION SERVICES, INC. (2×)
E.D. Pa. · 2022 · confidence medium
Terms are ambiguous if they are “reasonably susceptible of different constructions and capable of being understood in more than one sense.’” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Hutchison v. Sunbeam Coal Corp., 519 A.2d 385, 390 (Pa. 1986)).
discussed Cited as authority (rule) MILLVILLE SAVINGS BANK v. MALVERN BANK, NATIONAL ASSOCIATION
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“In Pennsylvania, ‘[c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.’” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Dep’t of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa. Cmwlth.
discussed Cited as authority (rule) ATAIN INSURANCE COMPANY v. BASEMENT WATERPROOFING SPECIALIST, INC. D/B/A OLD FAMILY CONSTRUCTION
E.D. Pa. · 2021 · confidence medium
Contract Interpretation Under Pennsylvania law, “[c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (alteration in original) (quoting Dep’t of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa. Commw.
discussed Cited as authority (rule) Kimmel's Coal and Packaging, Inc.
Bankr. M.D. Penn. · 2021 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Dep't ofTransp. v. Pa. Indus.for the Blind & Handicapped, 886 A.2d 706, 711 (Pa. Cmwlth. 2005)). "[A] contract should be read so as to give meaning to all of its terms when read as an entirety." Contrans, Inc. v. RyderT ruck Rental, Inc., 836 F.2d 163 , 169 (3d Cir. 1987).
discussed Cited as authority (rule) GREAT LAKES INSURANCE SE v. WAGNER DEVELOPMENT COMPANY, INC.
E.D. Pa. · 2021 · confidence medium
Under Pennsylvania law, “[c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (alteration in original) (quoting Dep’t of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa. Commw.
cited Cited as authority (rule) SPRING HOUSE TAVERN, INC. v. AMERICAN FIRE AND CASUALTY COMPANY
E.D. Pa. · 2021 · confidence medium
Pa. 2020) (alteration in original) (footnote omitted) (quoting In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008)) (add’l citations omitted).
discussed Cited as authority (rule) CRUNCH LOGISTICS INC. v. DONEGAL INSURANCE GROUP (2×)
E.D. Pa. · 2021 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Dep't of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa Cmwlth.
discussed Cited as authority (rule) MOODY v. THE HARTFORD FINANCIAL SERVICES GROUP INC.
E.D. Pa. · 2021 · confidence medium
Under Pennsylvania law, which the parties agree applies to this case, “[c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Dep’t of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa. Cmwlth.
discussed Cited as authority (rule) ULTIMATE HEARING SOLUTIONS II, LLC v. HARTFORD UNDERWRITERS INSURANCE COMPANY
E.D. Pa. · 2021 · confidence medium
A. Breach of Contract (Counts I and II) Under Pennsylvania law, “[c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (internal citation omitted).
discussed Cited as authority (rule) INDEPENDENCE RESTAURANT GROUP, LLC v. CERTAIN UNDERWRITERS AT LLOYD'S, LONDON
E.D. Pa. · 2021 · confidence medium
Under Pennsylvania law, which the parties do not dispute applies to this case, “[c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Dep’t of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa. Cmwlth.
discussed Cited as authority (rule) CLEAR HEARING SOLUTIONS, LLC v. CONTINENTAL CASUALTY COMPANY
E.D. Pa. · 2021 · confidence medium
Insurance Policy “The parties agree that Pennsylvania law applies to the interpretation of Plaintiff’s insurance policy with Defendant.” Stip. ¶ 1.3 Under Pennsylvania law, “[c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (internal citation omitted).
discussed Cited as authority (rule) 4431, INC. v. CINCINNATI INSURANCE COMPANIES
E.D. Pa. · 2020 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Dep't of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa Cmwlth.
discussed Cited as authority (rule) WILSON v. THE HARTFORD
E.D. Pa. · 2020 · confidence medium
The Policy was issued to Wilson in Pennsylvania and provides coverage per the terms of the Policy for insured property located in interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Dep’t of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa. Commw.
discussed Cited as authority (rule) NORRISTOWN ON-SITE, INC. v. REGIONAL INDUSTRIES, L.L.C.
E.D. Pa. · 2020 · confidence medium
Regional focuses on the first half of the provision, arguing that it explicitly applies to first-party claims by stating that Centrix will indemnify Regional from all losses “to the extent caused by Centrix’s breach of this Agreement[.]” Centrix concentrates on the language following “provided, however[,]” which it argues makes clear that the indemnification provision applies only to third-party claims, not to the claims here. “[C]ontract interpretation is a question of law.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008) (quoting Dep’t of Transp. v. Pa. Indus. fo…
discussed Cited as authority (rule) BANKS v. ALLSTATE FIRE AND CASUALTY INSURANCE COMPANY
M.D. Penn. · 2020 · confidence medium
A contract is ambiguous under Pennsylvania law “if it is reasonably susceptible of different constructions and capable of being understood in more than one sense.” In re Somerset Regional Water Resources, LLC, 949 F.3d 837, 845 (3d Cir. 2020) (quoting In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008)).
discussed Cited as authority (rule) Somerset Regional Water v.
3rd Cir. · 2020 · confidence medium
Un- der Pennsylvania law, “[a] contract is ambiguous if it is rea- sonably susceptible of different constructions and capable of being understood in more than one sense.” Schwab v. Penn- summit Tubular, LLC (In re Old Summit Mfg., LLC), 523 F.3d 134, 137 (3d Cir. 2008) (quoting Hutchison v. Sunbeam Coal Corp., 519 A.2d 385, 390 (Pa. 1986)).
discussed Cited as authority (rule) ASHINC Corp. v. AMMC VII
3rd Cir. · 2017 · confidence medium
“On appeal from a District Court’s decision in its bankruptcy appellate capacity, we exercise the same standard of review as the District Court; we review the Bankruptcy Court’s legal determinations de novo and its factual determinations for clear error.” Schwab v. PennSummit Tubular, LLC (In re Old Summit Mfg., LLC), 523 F.3d 134, 137 (3d Cir. 2008).
cited Cited as authority (rule) Lieberman v. Corporacion Experienca Unica, S.A.
E.D. Pa. · 2016 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir. 2008)(quoting Hutchison v. Sunbeam Coal Corp., 513 Pa. 192 , 519 A.2d 385, 390 (1986)).
cited Cited as authority (rule) DiMartino v. De Lage Landen Financial Services, Inc.
E.D. Pa. · 2016 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137-38 (3d Cir.2008) (citation omitted); see also Langer v. Monarch Life Ins.
discussed Cited as authority (rule) Tax Matrix Technologies, LLC v. Wegmans Food Markets, Inc. (2×) also: Cited "see, e.g."
E.D. Pa. · 2016 · confidence medium
In re Old Summit Mfg., 523 F.3d 134, 137 (3d Cir.2008) (quoting Hutchison v. Sunbeam Coal Corp., 513 Pa. 192 , 519 A.2d 385, 390 (1986)).
discussed Cited as authority (rule) Norfolk Southern Railway Co. v. Pittsburgh & West Virginia Railroad
W.D. Pa. · 2015 · confidence medium
Draft No. 5, 1970)). 24 Our court of appeals has likewise observed that “[a] court always may consider the course of performance as evidence of the intent of the parties.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137-38 (3d Cir.2008) (citation omitted); see also hanger v. Monarch Life Ins.
discussed Cited as authority (rule) General Refractories Co. v. First State Insurance
E.D. Pa. · 2015 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137-38 (3d Cir.2008). “ ‘The parties to an agreement know best what they meant, and their action under it is often the strongest evidence of their meaning.’ ” Atl.
discussed Cited as authority (rule) 1352 Lofts Property Corp. v. Bobby Chez of PA, LLC
E.D. Pa. · 2012 · confidence medium
In re Old Summit Manufacturing, LLC, 523 F.3d 134, 137 (3d Cir. 2008) (citing Dep’t of Trans. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa.Cmmw.Ct.2005)).
discussed Cited as authority (rule) Community Preschool & Nursery of East Liberty, LLC v. Tri-State Realty, Inc.
W.D. Pa. · 2010 · confidence medium
When a writing is clear and unequivocal, its meaning must be determined by its contents alone.” In re Old Summit Mfg., 523 F.3d 134, 137 (3d Cir.2008), (quoting Dep’t of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa.Cmwlth.2005)).
cited Cited as authority (rule) In re Finova Group Inc.
3rd Cir. · 2009 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir.2008).
cited Cited as authority (rule) In Re Garman
Bankr. E.D. Pa. · 2009 · confidence medium
In re Old Summit Mfg., LLC, 523 F.3d 134, 137-38 (3d Cir.2008).
discussed Cited as authority (rule) United States v. Sunoco, Inc.
E.D. Pa. · 2009 · confidence medium
Pennsylvania law mandates that “[e]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement.” In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir.2008) (citing Dep’t of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa.Commw.Ct.2005)).
cited Cited "see" Certain Underwriters at Lloyds's London v. Federal-Mogul Global Inc. (In Re Federal-Mogul Global)
D. Del. · 2009 · signal: see · confidence high
See In re Old Summit Mfg., LLC, 523 F.3d 134, 137 (3d Cir.2008).
discussed Cited "see, e.g." Allied Erecting & Dismantling Co. v. United States Steel Corp.
N.D. Ohio · 2014 · signal: see also · confidence medium
Lit., 706 F.3d 217, 223-24 (3d Cir.2013) (internal footnote omitted); see also Nova Chems., Inc. v. Sekisui Plastics Co., Ltd., 579 F.3d 319, 323 (3d Cir.2009) (“[WJhere language is clear and unambiguous, the focus of interpretation is upon the terms of the agreement as manifestly expressed, rather than as, perhaps, silently intended.”) (quoting St euart v. McChesney, 498 Pa. 45 , 444 A.2d 659, 661 (1982)). 17 “ ‘The court, as a matter of law, determines the existence of an ambiguity and interprets the contract^] whereas the resolution of conflicting parol evidence relevant to what the…
In Re OLD SUMMIT MANUFACTURING, LLC F/K/A Summit Manufacturing LLC, Debtor William G. Schwab, Esq.
v.
Pennsummit Tubular, LLC; New Summit Manufacturing, Appellants
06-3838.
Court of Appeals for the Third Circuit.
Apr 14, 2008.
523 F.3d 134
Bruce A. Herald, Esquire Goldberg, Meanix & Muth, West Chester, PA, David J. Harris, Esquire (Argued), Wilkes-Barre, PA, for Appellant., Jason Z. Christman, Esquire (Argued), William G. Schwab, Esquire, William G. Schwab & Associates, Lehighton, PA, for Appellee.
Ambro, Jordan and Roth, Circuit Judges.
Cited by 60 opinions  |  Published

OPINION OF THE COURT

AMBRO, Circuit Judge.

This case stems from the sale of the assets of a steel products manufacturer in bankruptcy. We decide whether three cheeks that were received, but had not cleared, before the closing of the sale are included in the assets sold. We conclude that they are not, and thus affirm the decision of the District Court (which in turn affirmed that of the Bankruptcy Court).

I

Old Summit Manufacturing, LLC (“Old Summit”), a maker of tubular steel prod[*136] ucts, filed for bankruptcy in July 2002. [1] Appellee William Schwab serves as its Chapter 7 bankruptcy trustee. In November 2003, he filed an avoidance action against appellants New Summit Manufacturing, LLC (“New Summit”) and Penn-Summit Tubular, LLC (“Penn Summit”) (collectively, “Purchasers”) in the United States Bankruptcy Court for the Middle District of Pennsylvania. He alleged that Old Summit and New Summit, the parties to an agreement transferring Old Summit’s assets (the “Agreement”), had interpreted it incorrectly, resulting in the incorrect transfer of $29,540.37 to Purchasers. [2]

The Agreement included in the sale “all accounts receivable of [Old Summit] related to the business,” Agreement § 1.1(b), and “all other assets of [Old Summit] related to the Business wherever located, tangible or intangible,” Agreement § 1.1(1). It excluded from the sale “all cash and cash equivalents of [Old Summit,] whether on hand, in transit or in banks or other financial institutions, security entitlements, security accounts, commodity contracts and commodity accounts; provided, however, if the Closing does not occur on or before September 4, 2002, [New Summit] shall be entitled to the Collected Receivables.” Agreement § 1.2(a). [3]

The parties stipulated to the following facts before the Bankruptcy Court:

1.Subject to the terms of an Asset Purchase Agreement, dated, executed, and approved by an Order of [the Bankruptcy Court] on September 4, 2002, [Old Summit] sold substantially all its assets to New Summit, and pursuant to Paragraph 1.1(b), all its receivables. New Summit transferred to Penn Summit the assets that it acquired from [Old Summit]....
2. On September 3, 2002, [Old Summit] received the following checks: $285.00 from T-Mobile U.S.A., $28,852.00 from Oakland Reserve, Ltd., and $403.37 from Triton PCS Operating Co., LLC d/b/a ... Sun-com, for a total of $29,540.37.
3. [Old Summit’s] employee, Kathy E. Drasher, shipped the foregoing checks for deposit to IBJ Whitehall Bank and Trust Co. (the “Bank”) by Federal Express on September 3, 2002.
4. The checks were then posted by the Bank on September 4, 2002.
5. The checks cleared the Bank on or subsequent to September 4, 2002.

Though not a stipulated fact, Old Summit transmitted $29,540.37 to New Summit on September 17, 2002. Complaint ¶ 12; Answer ¶ 12. [4]

Schwab argued before the Bankruptcy Court that the $29,540.37 sum no longer was an account receivable of Old Summit on September 4, 2002 (the date of closing), and thus should have been excluded from[*137] the transaction. Purchasers argued that a tendered check remains an account receivable until the moment it is honored and that a check does not become cash or a cash equivalent until it clears the drawee’s bank (in this case, the banks of the three account debtors — T-Mobile, Oakland Reserve, and Triton). Purchasers thus contended that Old Summit was correct to transmit the $29,540.37 sum to New Summit.

The Bankruptcy Court decided the case in favor of Schwab, concluding that the accounts receivable had been reduced by the amount of the checks and that the checks were cash equivalents belonging to Old Summit. Purchasers appealed to the District Court.

The District Court affirmed the decision of the Bankruptcy Court, concluding that “at the time the Agreement closed, the obligation represented by the Checks was discharged and accordingly there was no longer a receivable to include in the transfer.” Because they were honored retroactively on the date of receipt, the checks “were no longer checks in the conventional sense” and were “essentially converted to cash equivalents as of September 3, 2002 when the debt was suspended and subsequently discharged.” Purchasers timely appealed to us.

II

We have jurisdiction pursuant to 28 U.S.C. §§ 158(d) & 1291. Our review is plenary. Sovereign Bank v. Schwab, 414 F.3d 450, 452 n. 3 (3d Cir.2005). On appeal from a District Court’s decision in its bankruptcy appellate capacity, we exercise the same standard of review as the District Court; we review the Bankruptcy Court’s legal determinations de novo and its factual determinations for clear error. Id.

III

A. Controlling Law

The Agreement provides that it “shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to choice of law principles thereof.” Agreement § 12.7. In Pennsylvania,

[c]ontract interpretation is a question of law that requires the court to ascertain and give effect to the intent of the contracting parties as embodied in the written agreement. Courts assume that a contract’s language is chosen carefully and that the parties are mindful of the meaning of the language used. When a writing is clear and unequivocal, its meaning must be determined by its contents alone.

Dep’t of Transp. v. Pa. Indus. for the Blind & Handicapped, 886 A.2d 706, 711 (Pa.Cmwlth.2005) (internal citations and quotation marks omitted).

A contract is ambiguous if it is reasonably susceptible of different constructions and capable of being understood in more than one sense. The court, as a matter of law, determines the existence of an ambiguity and interprets the contract whereas the resolution of conflicting parol evidence relevant to what the parties intended by the ambiguous provision is for the trier of fact.

Hutchison v. Sunbeam Coal Corp., 513 Pa. 192, 519 A.2d 385, 390 (1986) (internal citations omitted). However, “[a]n appellate court may draw its own inferences and arrive at its own conclusions when a finding of fact is simply a deduction from other facts and the ultimate fact in question is purely a result of reasoning.” Id. at 391 n. 6. A court always may consider the course of performance as evidence of the intent of the parties. Atlantic Richfield Co. v. Ra [*138] zumic, 480 Pa. 366, 390 A.2d 736, 741 n. 6 (1978).

B. Accounts Receivable

Old Summit argues that the checks are not accounts receivable. Purchasers do not contest this assertion, which is correct under the Pennsylvania Uniform Commercial Code. Under Pennsylvania’s UCC,

[ujnless otherwise agreed and except as provided in subsection (a) [relating to certified checks], if a note or an uncerti-fied check is taken for an obligation, the obligation is suspended to the same extent the obligation would be discharged if an amount of money equal to the amount of the instrument were taken, and the following rules apply:
(1) In the case of an uncertified check, suspension of the obligation continues until dishonor of the check or until it is paid or certified. Payment or certification of the check results in discharge of the obligation to the extent of the amount of the check.

13 Pa. Cons.Stat. § 3310(b). The Supreme Court of Pennsylvania recently explained the meaning of this section: “In plain words, payment is conditionally made when the creditor ... accepts payment by a check from the debtor.... If the check is honored, the condition is removed and payment relates back to the date of acceptance (i.e., receipt).” Romaine v. Workers’ Comp. Appeal Bd. (Bryn Mawr Chateau Nursing Home), 587 Pa. 471, 901 A.2d 477, 485 (Pa.2006).

The incorporation of Pennsylvania law into the Agreement, and the absence of any term providing for a departure from that law with respect to accounts receivable, mean that the rule noted above applies here. As a result, that portion of Old Summit’s accounts receivable was satisfied conditionally upon receipt of the checks and satisfied unconditionally when the checks cleared (with satisfaction deemed backdated to the date of receipt). Accordingly, the amount of the three checks was no longer included in Old Summit’s accounts receivable at the closing on September 4.

C. Cash Equivalents

Our conclusion that the checks were no longer accounts receivable at the time of the closing does not resolve fully the issue before us. Even if not accounts receivable, the checks, as a matter of contract, still might have been included in the transaction as among “all other assets of Sellers related to the Business[,] wherever located, tangible or intangible.” Agreement § l.l(i). We agree, however, with Old Summit that the checks were not part of the transaction by contract. This is because they were cash equivalents excluded within the meaning of Agreement § 1.2(a).

On the simplest level, it is not clear that the Agreement intended to recognize an asset class that was neither accounts receivable nor cash equivalents. Article 9 of the Uniform Commercial Code, which governs secured transactions, indicates that the checks here should be regarded as cash equivalents. That Article, while not directly applicable here, explains that the term “cash proceeds” means “proceeds that are money, checks, deposit accounts, or the like.” 9 U.C.C. § 102(a)(9); codified as 13 Pa. Cons.Stat. § 9102(a). “[0]r the like” means cash equivalents. This is in accord with Black’s Law Dictionary, which defines cash as, inter alia, “[m]oney or its equivalent” or “negotiable checks.” Black’s Law Dictionary 229 (8th ed.2004). [5]

[*139] The terms of the Agreement also lead to this conclusion. It covers cash or cash equivalents “in transit.” This phrase accurately describes the checks (and underlying funds) at issue here. They had been received, and their deposit at Old Summit’s bank began the transit process from the banks of the three customers to Old Summit’s bank account. Thus the Agreement would appear to consider the types of checks received by Old Summit on September 3 to be cash equivalents.

In addition, the Agreement exacts a penalty of Old Summit in the case of failure to close by September 4, 2002. In that event, any payments made to Old Summit with respect to accounts receivable (which would include checks) received after September 4 would be included among the assets sold. “[I]f the Closing does not occur on or before September 4, 2002,” the sold assets include “any payments made to [Old Summit] with respect to any accounts receivable of [Old Summit] related to the business ... on or after September 4, 2002 until the Closing.” Agreement § l.l(k). The negative implication is that the accounts receivable of Old Summit paid by checks of its account debtors prior to September 4 were excluded assets. This suggests that the parties assume that payments clear and become cash equivalents instantaneously. They do not anticipate any delay in the clearance of payments, suggesting that receipt of a payment is sufficient to render it a cash equivalent within the meaning of the Agreement.

Finally, the Agreement sets a range of locations of cash or cash equivalents that suggests a broad definition of “cash equivalents.” It lists cash or cash equivalents “whether on hand, in transit or in banks or other financial institutions, security entitlements, securities accounts, commodity contracts and commodity accounts.” Agreement § 1.2(a). The Agreement does not make clear what it means by the last four items in this list, but these terms imply a definition of cash equivalents that incorporates assets that may not be immediately liquid. This supports an expansive reading of “cash equivalents” that would incorporate the checks received on September 3.

In light of these considerations, we conclude that the three checks received by Old Summit before the September 4, 2002 closing, but not cleared until after the closing, remain assets of Old Summit excluded from the sale. [6] We thus affirm.

1

. Old Summit initially filed under Chapter 11 of the Bankruptcy Code, but the case was converted to Chapter 7 in February 2003.

2

. Penn Summit was not party to the Agreement. New Summit transferred Old Summit's assets to Penn Summit after the performance of the Agreement.

3

. Agreement § l.l(k) defines as “Collected Receivables” (in the event that the closing did not occur on or before September 4, 2002) "any payments made to [Old Summit] with respect to any accounts receivable of [Old Summit] related to the Business (other than with respect to intercompany accounts receivable ...) on or after September 4, 2002 until the Closing.”

4

.Old Summit describes the transmittal as a "transfer[ ].” Complaint ¶ 12. New Summit calls it a payment “representing the proceeds from one of the accounts receivable purchased by New Summit.” Answer ¶ 12.

5

. Purchasers argue that we should look to federal regulations defining cash, and cash[*139] equivalents. This argument is unpersuasive, as we conclude that the UCC, which has been incorporated into Pennsylvania law (which, in turn, governs the Agreement), provides more useful guidance than federal law. Moreover, as discussed below, we conclude that the terms of the Agreement support the view that the checks in question should be treated as cash equivalents.

6

. New Summit argues that the subsequent performance of the parties — by the post-closing transmittal to New Summit of the $29,-540.37 — demonstrates that the checks are not cash equivalents. It contends that because Old Summit, in performing the Agreement, transmitted the value of the checks to New Summit post-closing, the Agreement must have contemplated those checks being included in the sale to New Summit. However, that mistaken act does not require a contrary result, as it is a poorer indicator of the parties’ intent than the terms of the Agreement. This is particularly true given that the Agreement was approved by the Bankruptcy Court. It did not have the benefit of subsequent performance in approving the Agreement, so this could not have informed its understanding of that document.