Brave Maritime Corporation v. Global Marketing System
UNPUBLISHED PER CURIAM OPINION filed. Originating case number: 1:15-cv-01501-JFM Copies to all parties and the district court/agency. .. [15-2455]
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UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
BRAVE MARITIME CORPORATION, INC.,
Plaintiff - Appellant,
GLOBAL MARKETING SYSTEMS, INC.,
Defendant - Appellee.
Appeal from the United States District Court for the District of
Maryland, at Baltimore.
J. Frederick Motz, Senior District
August 19, 2016
September 27, 2016
Before SHEDD and WYNN, Circuit Judges, and DAVIS, Senior Circuit
Affirmed by unpublished per curiam opinion.
George A. Gaitas, CHALOS & CO, P.C., Houston, Texas; George M.
Chalos, CHALOS & CO, P.C., Oyster Bay, New York, for Appellant.
Thomas M. Buchanan, Constantine G. Papavizas, John W.H. Harding,
WINSTON & STRAWN LLP, Washington, D.C., for Appellee.
Unpublished opinions are not binding precedent in this circuit.
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the district court’s order granting Global Marketing Systems,
Incorporated (GMS)’s Fed. R. Civ. P. 12(b)(6) motion to dismiss
its civil action for breach of contract.
We review a district court’s dismissal under Rule 12(b)(6)
allegations in the complaint to be true.”
Burnette v. Fahey,
“To survive a Rule 12(b)(6) motion, a complaint must
allege facts sufficient to raise a right to relief above the
speculative level, thereby nudging the claims across the line
from conceivable to plausible.”
Id. (internal quotation marks
truthfulness of all factual allegations” in the complaint, “we
need not assume the veracity of bare legal conclusions.”
extent they are plausible based on the factual allegations.”
A Rule 12(b)(6) motion to dismiss “tests the sufficiency of
a complaint,” and our “evaluation is thus generally limited to a
review of the allegations in the complaint itself.”
Valley Cmty. Servs. Bd., 822 F.3d 159, 165-66 (4th Cir. 2016)
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(internal quotation marks omitted).
However, we also consider
reference and attached as exhibits.
Id. at 166.
“In the event
of conflict between the bare allegations of the complaint and
any exhibit attached to the complaint, the exhibit prevails.”
S. Walk at Broadlands Homeowner’s Ass’n, Inc. v. OpenBand at
Broadlands, LLC, 713 F.3d 175, 182 (4th Cir. 2013) (internal
quotation marks, alterations, and ellipsis omitted).
we may affirm the district court’s ruling on any ground apparent
792 F.3d 364, 375 (4th Cir. 2015).
We conclude after review of
the record and the parties’ briefs that the district court did
not reversibly err in dismissing Brave’s complaint for failure
to state a claim for breach of contract.
Brave’s action sought damages against GMS for breach of a
document bearing the title “Final Recap” that Brave alleged was
a contract of the parties.
The district court determined that
the parties did not intend for the Final Recap to be binding and
contract under Maryland law.
The district court rested these
sentence of the Final Recap, which stated that the document was
current structure” of an initial public offering transaction;
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provisions in the document defining “GMS” to mean unidentified
“nominees” and “co-investors”; the summary nature of the terms
in the document’s five-page, eight-paragraph structure; and the
existence in the document of certain open terms.
On appeal, Brave argues that the district court erred by
ambiguous and erred in dismissing the complaint without deciding
that the Final Recap was unambiguous as to the parties’ intent
to be bound.
We reject this argument as meritless.
conclusion about the parties’ intent to be bound is based on an
assessment of the language and structure of the Final Recap.
is clear that the court implicitly rejected the conclusion that
the Final Recap was ambiguous as to the parties’ intent to be
The court’s failure to explicitly state its rejection of
such a conclusion does not amount to error warranting reversal
Vining-Sparks Sec., Inc., 959 F.2d 606, 615 (6th Cir. 1992);
(4th Cir. 1986).
Brave also challenges the district court’s reasoning on the
four aspects underlying its determination that the parties here
did not intend to be bound.
We reject these arguments as well.
statement in the Final Recap that the document was to serve as
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lacking in explanation, and contrary to the rule of construction
in Maryland contract law that contracts are to be construed in
See Cochran v. Norkunas, 919 A.2d 700, 708-10
Brave’s challenge to the district court’s reliance
on the Final Recap’s failure to identify parties also fails.
The district court determined that the plain language of the
Final Recap failing to identify the entity or entities other
than Brave at issue supported the conclusion that the parties
here did not intend to be bound by that document.
Brave claims that the Final Recap was signed by a representative
for GMS but fails to explain the significance of this signage.
We reject as meritless Brave’s suggestion that any ambiguity in
the Final Recap as to the identity of its “promissor” needs
resolution through discovery.
Brave’s challenge to the district court’s consideration of
the Final Recap’s length is also without merit.
Brave’s suggestions, the district court did not reversibly err
assessment of the entirety of the document, see id. at 710-11,
and did not improperly disregard the “context” of the document
in light of a document not then in existence when the Final
Recap was signed.
See Ocean Petroleum, Co., Inc. v. Yanek,
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5 A.3d 683, 690 (Md. 2010); Cochran, 919 A.2d at 710.
as utterly baseless any suggestion by Brave that the district
court should have considered the Final Recap’s “character” as a
prerequisite of mutual assent was present.
Accord Falls Garden
Condo. Ass’n, Inc. v. Falls Homeowners Ass’n, Inc., 107 A.3d
1183, 1180-90 (Md. 2015).
We also reject Brave’s challenge to the district court’s
reliance on open terms in the Final Recap because it is premised
complaint, such that their consideration would be proper under
See Goines, 822 F.3d at 164.
Finally, we reject
as without merit Brave’s remaining miscellaneous arguments in
support of overturning the district court’s judgment.
We therefore affirm that judgment.
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.
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