FFP Holdings LLC v. Vitafoam Incorporated , 576 F. App'x 234 ( 2014 )


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  •                              UNPUBLISHED
    UNITED STATES COURT OF APPEALS
    FOR THE FOURTH CIRCUIT
    No. 13-2449
    FFP HOLDINGS LLC,
    Plaintiff – Appellant,
    v.
    VITAFOAM INCORPORATED; BRITISH VITA UNLIMITED,
    Defendants - Appellees.
    Appeal from the United States District Court for the Western
    District of North Carolina, at Asheville. Martin K. Reidinger,
    District Judge. (1:12-cv-00105-MR-DLH)
    Submitted:   May 29, 2014                   Decided:   June 24, 2014
    Before NIEMEYER, KEENAN, and DIAZ, Circuit Judges.
    Affirmed by unpublished per curiam opinion.
    Bradley R. Love, Joseph Wendt, BARNES & THORNBURG, LLP,
    Indianapolis, Indiana; Frederick S. Barbour, CLONINGER BARBOUR
    SEARSON & JONES, PLLC, Asheville, North Carolina, for Appellant.
    A. Ward McKeithen, Everett J. Bowman, Lawrence C. Moore, III,
    ROBINSON BRADSHAW & HINSON, PA, Charlotte, North Carolina, for
    Appellees.
    Unpublished opinions are not binding precedent in this circuit.
    PER CURIAM:
    FFP Holdings, LLC appeals the district court’s order
    granting the Appellees’ motion for summary judgment on FFP’s
    complaint for breach of contract, conversion, and declaratory
    judgment.        In the complaint, FFP alleged that pursuant to two
    asset     purchase       agreements        with     Vitafoam,       FFP     acquired   an
    antitrust claim based on a price fixing scheme orchestrated by
    chemical manufacturers.
    We review de novo a district court’s order granting
    summary judgment.           Providence Square Assocs., L.L.C. v. G.D.F.,
    Inc.,     
    211 F.3d 846
    ,    850    (4th       Cir.   2000).      Summary     judgment
    should be granted “if the movant shows that there is no genuine
    issue as to any material fact and that the movant is entitled to
    judgment as a matter of law.”               Fed. R. Civ. P. 56(a).               “[T]here
    is   no    issue      for   trial     unless       there    is    sufficient     evidence
    favoring the nonmoving party for a jury to return a verdict for
    that party.           If the evidence is merely colorable, or is not
    significantly           probative,         summary         judgment”        is    proper.
    Anderson v. Liberty Lobby, Inc., 
    477 U.S. 242
    , 249-50 (1986)
    (citations omitted).
    “To   succeed    on    a    breach         of    contract    claim,    the
    plaintiff must prove by a preponderance of the evidence that a
    legally     enforceable         obligation         existed       between    it   and   the
    defendant; that the defendant breached that obligation; and that
    2
    the   plaintiff       incurred      damages        as    a   result     of    the    breach.”
    Cent. Tel. Co. of Va. v. Sprint Commc’n Co. of Va., 
    715 F.3d 501
    , 517 (4th Cir. 2013) (citations omitted) (analyzing Virginia
    and North Carolina contract law).                   “[W]e interpret a contract as
    written    and,   when     its      terms     are       clear    and       unambiguous,      we
    construe    the   contract       according         to    its    plain      meaning.”        
    Id.
    (internal quotation marks and citations omitted).
    We have thoroughly reviewed the record and conclude
    that, although the district court did not cite the applicable
    provision in the asset purchase agreements, the court did not
    err in concluding that FFP did not acquire the antitrust claim
    in those agreements.           See Eisenberg v. Wachovia Bank, N.A., 
    301 F.3d 220
    , 222 (4th Cir. 2002) (we may “affirm on any basis
    fairly supported by the record”).                       The antitrust claim did not
    fall within the assets transferred because, under the the plain
    meaning    of   the    asset     purchase         agreements,        the     claim    did   not
    relate     exclusively         to      the    “business”             acquired        by     FFP.
    Additionally,     because        FFP    did       not    acquire      the    claim    in    the
    purchase agreements, its claim for conversion fails as a matter
    of law.     See Gallimore v. Sink, 
    218 S.E.2d 181
    , 183 (N.C. Ct.
    App. 1975) (plaintiff must demonstrate ownership of property and
    a   wrongful    conversion       of    that       property      by    the    defendant      for
    conversion claim under North Carolina law).
    3
    Accordingly, we affirm the district court’s order.             We
    dispense   with     oral   argument   because     the    facts   and   legal
    contentions   are   adequately   presented   in    the   materials     before
    this Court and argument would not aid in the decisional process.
    AFFIRMED
    4
    

Document Info

Docket Number: 13-2449

Citation Numbers: 576 F. App'x 234

Judges: Niemeyer, Keenan, Diaz

Filed Date: 6/24/2014

Precedential Status: Non-Precedential

Modified Date: 11/6/2024