Kamaljit Nijjar v. Doctor's Associates, Inc.
UNPUBLISHED PER CURIAM OPINION filed. Originating case number: 1:16-cv-01457-AJT-JFA. Copies to all parties and the district court/agency. .. [17-1812]
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UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
Plaintiff - Appellant,
DOCTOR’S ASSOCIATES, INC.,
Defendant - Appellee.
Appeal from the United States District Court for the Eastern District of Virginia, at
Alexandria. Anthony John Trenga, District Judge. (1:16-cv-01457-AJT-JFA)
Submitted: February 27, 2018
Decided: April 10, 2018
Before WILKINSON, KEENAN, and DIAZ, Circuit Judges.
Affirmed by unpublished per curiam opinion.
James T. Bacon, ALLRED, BACON, HALFHILL & YOUNG, PC, Fairfax, Virginia, for
Appellant. Jeffrey R. Babbin, Kevin M. Kennedy, Robyn E. Gallagher, WIGGIN AND
DANA LLP, New Haven, Connecticut; Nathan A. Colarusso, BOWMAN AND BROOKE
LLP, Richmond, Virginia, for Appellee.
Unpublished opinions are not binding precedent in this circuit.
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Kamaljit Nijjar appeals the district court’s order denying her motion under Fed. R.
Civ. P. 70(a). She contends that the district court erred by refusing to enforce its order
confirming the stipulated arbitration award between her and Doctor’s Associates, Inc.
(“DAI”), a franchisor of the Subway restaurant chain. Specifically, she claims the court
misinterpreted the arbitration award by construing it to require that any transfer she
proposed to make of her Subway restaurants comply with Chapter 21 of the Subway
Operations Manual and be at arms-length to a buyer approved by DAI. In her view, only
compliance with Chapter 21 is required by the award. Alternatively, Nijjar argues that her
proposed transfer of the franchises to her ex-husband constitutes an arms-length
transaction. She also asserts that the district court improperly denied her request for
discovery and an evidentiary hearing. We affirm.
We review for an abuse of discretion a district court’s order denying a Rule 70
motion. Madrigal v. Tellez, 848 F.3d 669, 672-73 (5th Cir. 2017). “An arbitration award,
as a conceptual matter, is to be treated as though it were a written stipulation by the parties
setting forth their own definitive construction of the contract.” Am. Postal Workers Union
v. U.S. Postal Serv., 550 F.3d 27, 30 (D.C. Cir. 2008). Accordingly, we review de novo
the district court’s interpretation of the award. Elderberry of Weber City, LLC v. Living
Ctrs.-Se., Inc., 794 F.3d 406, 411 (4th Cir. 2015) (stating standard for contract
interpretation). Under Virginia law, * we must “construe the contract as a whole, giving
We accept the parties’ view that Virginia law applies in this instance.
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terms their ordinary meaning unless some other meaning is apparent from the context.”
Schuiling v. Harris, 747 S.E.2d 833, 836 (Va. 2013).
When possible, a contract’s
provisions must be harmonized to avoid surplusage: “No word or clause in a contract will
be treated as meaningless if a reasonable meaning can be given to it and the parties are
presumed not to have included needless words in a contract.” S’holder Representative
Servs., LLC v. Airbus Ams., Inc., 791 S.E.2d 724, 729 (Va. 2016).
We conclude (for the same reasons as the district court) that the plain language of
the arbitration award requires both that a transfer be in compliance with normal transfer
procedures and that the transfer be at arms length to a buyer approved by DAI. Thus, the
district court did not err in concluding that the requirement that a transfer be at arms length
and approved by DAI was a stand-alone requirement in addition to the requirement that the
transfer follow normal procedures. Consequently, the district court did not abuse its
discretion in denying Nijjar’s Rule 70 motion.
Finally, we review for an abuse of discretion a district court’s decision regarding
discovery. Bresler v. Wilmington Tr. Co., 855 F.3d 178, 189 (4th Cir.), cert. denied, 138
S. Ct. 470 (2017). We conclude that the district court did not abuse its discretion in denying
discovery, as the record before the district court was sufficiently complete to allow
resolution of the case. See Sandcrest Outpatient Servs., P.A. v. Cumberland Cty. Hosp.
Sys., Inc., 853 F.2d 1139, 1148 (4th Cir. 1988) (“In view of the allegations contained in the
complaint and the facts that were available on the motion for summary judgment before
the district court, it cannot be said that the district court abused its discretion in deciding
the motion for summary judgment without allowing appellant further discovery.”).
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Accordingly, we affirm the judgment of the district court. 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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