Flexible Foam Products, Inc v. Vitafoam Incorporated

Filing

UNPUBLISHED PER CURIAM OPINION filed. Originating case number: 1:12-cv-00105-MR-DLH. Copies to all parties and the district court/agency. [999381655]. [13-2449]

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UNPUBLISHED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Affirmed by unpublished per curiam opinion.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Unpublished opinions are not binding precedent in this circuit.

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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.
asset

In the complaint, FFP alleged that pursuant to two

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.
Inc.,

211

F.3d

Providence Square Assocs., L.L.C. v. G.D.F.,

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.”
is

no

issue

for

trial

Fed. R. Civ. P. 56(a).

unless

there

is

“[T]here

sufficient

evidence

favoring the nonmoving party for a jury to return a verdict for
that party.
significantly

If the evidence is merely colorable, or is not
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
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the

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plaintiff

incurred

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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).
written

and,

construe

the

when

its

contract

terms

“[W]e interpret a contract as

are

according

to

clear

and

its

unambiguous,

plain

meaning.”

we
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

relate

exclusively

Additionally,

asset

because

purchase
to
FFP

the

agreements,

the

“business”

acquired

did

not

acquire

the

claim

did
by

claim

in

not
FFP.
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

conversion claim under North Carolina law).

3

by

the

defendant

for

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Accordingly, we affirm the district court’s order.
dispense

with

contentions

are

oral

argument

adequately

because

presented

in

the
the

facts

We

and

legal

materials

before

this Court and argument would not aid in the decisional process.

AFFIRMED

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