Projects Management Company v. DynCorp International LLC

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 14-1394
PROJECTS MANAGEMENT COMPANY,
Plaintiff - Appellant,
v.
DYNCORP INTERNATIONAL LLC,
Defendant - Appellee.
Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria. T.S. Ellis, III, Senior
District Judge. (1:13-cv-00331-TSE-IDD)
Submitted: September 30, 2014 Decided: October 2, 2014
Before AGEE and DIAZ, Circuit Judges, and DAVIS, Senior Circuit
Judge.
Affirmed by unpublished per curiam opinion.
Thomas B. Kenworthy, MORGAN, LEWIS & BOCKIUS LLP, Philadelphia,
Pennsylvania, for Appellant. John F. O’Connor, David M. Crane,
STEPTOE & JOHNSON LLP, Washington, D.C., for Appellee.
Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:
Projects Management Co. (“PMC”) brought this breach of
contract action against DynCorp International LLC (“DynCorp”)
after DynCorp mistakenly made payments to the personal bank
account of PMC’s Managing Director, Hussein Fawaz, rather than
to PMC. The evidence indicated that Fawaz used at least some of
the money that DynCorp deposited in his account to benefit PMC.
However, the only evidence regarding the amount of the benefit
that PMC received from these payments was a conclusory affidavit
submitted by PMC in response to DynCorp’s motion for summary
judgment. The district court granted summary judgment to
DynCorp, holding that PMC had failed to prove damages because it
had not offered triable evidence of the amount of benefit it
received from DynCorp’s deficient performance. PMC filed a
motion for reconsideration, which the district court denied.
PMC appeals these rulings. We affirm.
We review a district court’s order granting summary
judgment de novo. D.L. ex rel. K.L. v. Balt. Bd. of Sch.
Comm’rs, 706 F.3d 256, 258 (4th Cir. 2013). Summary judgment is
appropriate only where “there is no genuine [dispute] as to any
material fact and . . . the movant is entitled to judgment as a
matter of law.” Seremeth v. Bd. of Cnty. Comm’rs Frederick
Cnty., 673 F.3d 333, 336 (4th Cir. 2012) (internal quotation
marks omitted). In determining whether a genuine dispute
2
exists, we “view[] the facts and the reasonable inferences
therefrom in the light most favorable to the nonmoving party.”
Bonds v. Leavitt, 629 F.3d 369, 380 (4th Cir. 2011). The
ultimate inquiry is “whether the evidence presents a sufficient
disagreement to require submission to a jury or whether it is so
one-sided that one party must prevail as a matter of law.”
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 251-52 (1986).
“Conclusory or speculative allegations do not suffice, nor does
a mere scintilla of evidence in support of [the nonmoving
party’s] case.” Thompson v. Potomac Elec. Power Co., 312 F.3d
645, 649 (4th Cir. 2002) (internal quotation marks omitted).
The contract’s choice-of-law provision provides that
Virginia law applies to this case. 1 Under Virginia law, “[t]he
elements of a breach of contract action are (1) a legally
enforceable obligation of a defendant to a plaintiff; (2) the
defendant’s violation or breach of that obligation; and (3)
injury or damage to the plaintiff caused by the breach of
obligation.” Filak v. George, 594 S.E.2d 610, 614 (Va. 2004).
“The plaintiff bears the burden to establish the element of
damages with reasonable certainty.” Sunrise Continuing Care,
1
The district court held that federal common law also
applies to this case and applied both Virginia law and federal
common law, finding them to be in agreement. PMC contests this
holding on appeal. Because the district court’s conclusion was
correct under Virginia law, we do not reach the question of
whether the district court erred by also applying federal law.
3
LLC v. Wright, 671 S.E.2d 132, 135 (Va. 2009). “The fundamental
principle upon which the rule of damages is based is
compensation.” Kirk Reid Co. v. Fine, 139 S.E.2d 829, 837 (Va.
1965) (internal quotation marks omitted). “It is not the policy
of [Virginia] law to award damages which would put a plaintiff
in a better position than if the defendant had carried out his
contract.” Id. (internal quotation marks omitted).
Accordingly, if the defendant’s deficient performance has
benefited the plaintiff in some way, the plaintiff must prove
the difference between the benefit it received from the
deficient performance and the benefit it would have received had
the defendant performed properly. Sunrise Continuing Care, 671
S.E.2d at 135-37; see also Restatement (Second) of Contracts
§ 347 & cmt. b (1981) (stating this rule). 2
Here, DynCorp performed deficiently by making its
payments to the personal account of a PMC officer rather than to
PMC’s account, and it is undisputed that PMC received at least
some benefit from this deficient performance. The only evidence
that PMC produced regarding the amount of this benefit was a
2
Contrary to PMC’s arguments, the holding in Burton’s
Executor v. Manson, 129 S.E. 356 (Va. 1925), does not alter this
rule. Burton’s Executor concerned the affirmative defense of
payment. Id. at 358. Here, there is no dispute regarding
payment: it is undisputed that DynCorp did not pay PMC but
instead made its payments to Fawaz’s personal bank account.
Instead, the issue in this case is the amount of benefit that
PMC received from DynCorp’s deficient performance.
4
conclusory affidavit. We hold that the district court concluded
correctly that PMC failed to prove its damages to a reasonable
certainty.
Accordingly, we affirm its decisions to grant summary
judgment to DynCorp and to deny reconsideration. 3 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 the decisional process.
AFFIRMED
3
PMC argues that this result double-counts the benefits it
received from Fawaz’s account because the district court also
dismissed a previous case involving another contract in which
DynCorp mistakenly made payments to Fawaz’s account. See
Projects Mgmt. Co. v. DynCorp Int’l LLC, 734 F.3d 366 (4th Cir.
2013). However, that case was dismissed as a sanction for PMC’s
discovery abuses and not on the basis of any benefit PMC
received from DynCorp’s payments to Fawaz’s account. Id. at
377. Moreover, the present case was dismissed due to PMC’s
failure to prove the amount of its damages and not due to a
finding that the benefits it received from Fawaz’s account
rendered its damages zero. Accordingly, no double-counting
occurred.
5