Brave Maritime Corporation v. Global Marketing System

Filing

UNPUBLISHED PER CURIAM OPINION filed. Originating case number: 1:15-cv-01501-JFM Copies to all parties and the district court/agency. [999936377].. [15-2455]

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UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT

No. 15-2455

BRAVE MARITIME CORPORATION, INC.,
Plaintiff - Appellant,
v.
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
Judge. (1:15-cv-01501-JFM)

Submitted:

August 19, 2016

Decided:

September 27, 2016

Before SHEDD and WYNN, Circuit Judges, and DAVIS, Senior Circuit
Judge.

Affirmed by unpublished per curiam opinion.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Unpublished opinions are not binding precedent in this circuit.

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PER CURIAM:
Brave

Maritime

Corporation,

Incorporated

(Brave)

appeals

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 affirm.

We review a district court’s dismissal under Rule 12(b)(6)
de

novo,

“assuming

all

well-pleaded,

nonconclusory

allegations in the complaint to be true.”
687

F.3d

171,

omitted).

180

(4th

Cir.

2012)

factual

Burnette v. Fahey,

(internal

quotation

marks

“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.”
and

alterations

omitted).

Id. (internal quotation marks

“[A]lthough

we

must

accept

the

truthfulness of all factual allegations” in the complaint, “we
need not assume the veracity of bare legal conclusions.”
(internal

quotation

conclusions

the

marks

plaintiff

omitted).

Rather,

draws

the

from

we

facts

will
“only

Id.

accept
to

the

extent they are plausible based on the factual allegations.”
Id.
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.”

Goines v.

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

documents

into

explicitly

incorporated

reference and attached as exhibits.

the

complaint

Id. at 166.

by

“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).

Further,

we may affirm the district court’s ruling on any ground apparent
in

the

record.

United

States

ex

792 F.3d 364, 375 (4th Cir. 2015).

rel.

Drakeford

v.

Tuomey,

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
that

the

document

thus

did

contract under Maryland law.
determinations

on

the

not

constitute

an

enforceable

The district court rested these

following

factors:

the

first

full

sentence of the Final Recap, which stated that the document was
“to

serve

as

an

outline

of

the

mutual

understanding

of

the

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
failing

to

decide

whether

the

Final

Recap

was

or

was

not

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.

The court’s

conclusion about the parties’ intent to be bound is based on an
assessment of the language and structure of the Final Recap.

It

is clear that the court implicitly rejected the conclusion that
the Final Recap was ambiguous as to the parties’ intent to be
bound.

The court’s failure to explicitly state its rejection of

such a conclusion does not amount to error warranting reversal
of

its

judgment.

See

Bank

of

Lexington

&

Tr.

Co.

v.

Vining-Sparks Sec., Inc., 959 F.2d 606, 615 (6th Cir. 1992);
Brown

v.

Baltimore

&

Ohio

R.R.

Co.,

805

F.2d

1133,

1141

(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.
Brave’s

challenge

to

the

We reject these arguments as well.
district

court’s

reliance

on

the

statement in the Final Recap that the document was to serve as
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an

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outline

structure

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of
fails

the
as

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understanding
unsupported

of
by

the
the

current
authority

transaction
it

cites,

lacking in explanation, and contrary to the rule of construction
in Maryland contract law that contracts are to be construed in
their entirety.
(Md. 2007).

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.

On appeal,

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.

Contrary to

Brave’s suggestions, the district court did not reversibly err
in

considering

the

Final

Recap’s

length

as

part

of

its

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.

We reject

as utterly baseless any suggestion by Brave that the district
court should have considered the Final Recap’s “character” as a
binding

contract

in

determining

whether

prerequisite of mutual assent was present.

the

contractual

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
on

documents

not

shown

to

be

integral

and

authentic

to

the

complaint, such that their consideration would be proper under
Rule 12(b)(6).

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.
AFFIRMED

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