Network Solutions, Inc. v. Hoblad, B.V. , 82 F. App'x 845 ( 2003 )

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
NETWORK SOLUTIONS, INCORPORATED, 
Plaintiff-Appellee,
v.
HOBLAD, B.V.; HYUNGHAE BYUN,  No. 03-1226
a/k/a H. Byun, a/k/a H. H. van
Bladel Byun, a/k/a Bion,
Defendants-Appellants.

Appeal from the United States District Court
for the Eastern District of Virginia, at Alexandria.
James C. Cacheris, Senior District Judge.
(CA-02-479-A, CA-02-480-A)
Submitted: October 20, 2003
Decided: December 19, 2003
Before WILKINS, Chief Judge, and TRAXLER
and DUNCAN, Circuit Judges.
Affirmed by unpublished per curiam opinion.
COUNSEL
James C. Sargent, Jr., Maureen M. McBride, LAW OFFICES OF
WINDLE & MCERLANE, P.C., West Chester, Pennsylvania, for
Appellants. Brian A. Davis, Philip L. Sbarbaro, NETWORK SOLU-
TIONS, INC., Dulles, Virginia; Timothy B. Hyland, LEFFLER &
HYLAND, P.C., Fairfax, Virginia, for Appellee.
2 NETWORK SOLUTIONS, INC. v. HOBLAD, B.V.
Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).
OPINION
PER CURIAM:
Appellants, Hoblad, B.V. (Hoblad) and Ms. Hyunghae Byun,
appeal a district court order granting summary judgment to Network
Solutions, Inc. (NSI) in its breach of contract action relating to the
registration of Internet domain names. Finding no reversible error, we
affirm.
I.
NSI provides Internet-related services, including the registration of
"second-level domain names" (SLDNs). SLDNs are the names imme-
diately to the left of "top-level domain" designations such as ".com"
and ".org"—for example, the name "google" in "google.com."
Between November 1998 and April 2000, NSI registered approxi-
mately 3,400 SLDNs in the name of Hoblad, a Dutch corporation
owned by Wil van Bladel. During this same period, NSI registered
approximately 1,500 SLDNs in the name of Byun, van Bladel’s wife.
The process by which each of these SLDNs was registered was
substantially the same. Appellants contracted with one of two domain
name registration services ("the intermediaries") to submit a registra-
tion application to NSI on Appellants’ behalf. In particular, Appel-
lants submitted their requested SLDN and their contact and billing
information to one of the intermediaries by entering the information
on the intermediary’s website. The intermediary then submitted this
information to NSI on an electronic form. At that time, the intermedi-
ary agreed—on behalf of Appellants—to the terms of NSI’s Domain
Name Registration Agreement ("the registration agreement"), which
required the party for whom the SLDN was registered to pay a nonre-
fundable registration fee of $70.* Upon receiving Appellants’ regis-
*Two different versions of the registration agreement were used by
NSI during the relevant time period. The differences between these ver-
sions do not affect our resolution of this appeal.
NETWORK SOLUTIONS, INC. v. HOBLAD, B.V. 3
tration application and verifying that the requested SLDN was
available, NSI registered the SLDN and mailed an invoice to Appel-
lants for the registration fee. Enclosed with each invoice was a copy
of the registration agreement.
Appellants failed to pay for the registration of 4,280 SLDNs. NSI
sued Appellants for breach of contract and unjust enrichment, and
both sides moved for summary judgment. At the outset of its sum-
mary judgment analysis, the district court explained that two interre-
lated issues were presented: (1) whether Appellants were subject to
personal jurisdiction (an issue the court had previously reserved pend-
ing resolution of the merits) and (2) whether Appellants breached
their alleged contracts with NSI. The court recognized that the resolu-
tion of both issues turned on whether valid and enforceable contracts
existed between Appellants and NSI.
Regarding personal jurisdiction, the district court noted that the
registration agreement contained a clause under which the registrant
(here, Appellants) consented to jurisdiction in the Eastern District of
Virginia, and that such clauses are generally enforceable, see Burger
King Corp. v. Rudzewicz, 471 U.S. 462, 472 n.14 (1985); Vulcan
Chem. Techs., Inc. v. Barker, 297 F.3d 332, 339 (4th Cir. 2002).
Appellants argued, however, that they were not bound by this clause
because they never executed the agreements with NSI. Rather, Appel-
lants asserted that they only entered into agreements with the interme-
diaries, and, if the intermediaries subsequently entered into other
agreements on Appellants’ behalf, Appellants were not bound by
those agreements. Alternatively, Appellants claimed that even if they
could be bound by the registration agreements executed by the inter-
mediaries, those agreements only became effective when the contracts
were formed. According to Appellants, the contracts did not become
enforceable until Appellants paid the registration fees—an event that
never happened for most of their SLDN registrations.
The district court determined that Appellants were bound by the
registration agreements because the intermediaries had acted as
Appellants’ agents in executing those agreements. See Acordia of Va.
Ins. Agency v. Genito Glenn, L.P., 560 S.E.2d 246, 249-50 (Va. 2002)
(reciting standards for existence of agency relationship). Based on this
conclusion, the district court explained that Appellants were liable to
4 NETWORK SOLUTIONS, INC. v. HOBLAD, B.V.
NSI for all registration contracts that the intermediaries had entered
into on Appellants’ behalf.
The district court next determined that the alleged contracts
between Appellants and NSI became enforceable when NSI accepted
the registration applications and registered the SLDNs. The court
based this conclusion on the unambiguous terms of the registration
agreement, which made clear that "a contract was formed at the
moment [NSI] accepted the registration application from [Appellants]
or their agents." J.A. 1142a; see World-Wide Rights Ltd. P’ship v.
Combe Inc., 955 F.2d 242, 245 (4th Cir. 1992) (recognizing that when
contract language is unambiguous, courts need not look beyond that
language in interpreting contract as a matter of law). Thus, based on
its conclusion that the parties had entered into an enforceable contract
in which they agreed to be subject to the jurisdiction of the district
court, the court concluded that the exercise of personal jurisdiction
over Appellants was proper.
Turning to the issue of whether the contracts between Appellants
and NSI were breached, the district court reiterated that Appellants
were contractually obligated to pay NSI $70 for each SLDN that NSI
registered for them. The court also recognized that it was undisputed
that, following NSI’s registration of Appellants’ SLDNs, Appellants
failed to pay fees for over 4,000 SLDNs. Finally, the court noted that
the parties did not dispute the amount of damages incurred by NSI.
Thus, finding that all the elements of NSI’s breach of contract claim
were satisfied as a matter of law, the court granted summary judgment
to NSI, entering judgment against Hoblad for $206,430 and against
Byun for $93,170.
II.
Having reviewed the parties’ briefs and the applicable law, we con-
clude that the district court correctly granted summary judgment to
NSI. Accordingly, we affirm. We dispense with oral argument
because the facts and legal contentions are adequately presented in the
materials before the court and argument would not aid the decisional
process.
AFFIRMED