NOT PRECEDENTIAL

                              UNITED STATES COURT OF APPEALS
                                   FOR THE THIRD CIRCUIT
                                        _____________

                                                 No. 09-4450
                                                _____________

                              KNIGHTS FRANCHISE SYSTEMS, INC.

                                                         v.

                            P.C.P.S. CORP., a Mississippi Corporation
                       doing business as KNIGHTS INN; BHARTI PATEL,
                                          an individual

                                      P.C.P.S. Corp. and Bharti Patel,
                                                       Appellants


                             Appeal from the United States District Court
                                    for the District of New Jersey
                                           (No. 06-cv-5243)
                              District Judge: Hon. Garrett E. Brown, Jr.


                          Submitted Pursuant to Third Circuit LAR 34.1(a)
                                         January 24, 2011

                       Before: McKEE, Chief Judge, SMITH, Circuit Judge,
                                 and STEARNS, District Judge

                                     (Opinion Filed: March 28, 2011)

                                                    OPINION


McKEE, Chief Judge.



  Honorable Richard G. Stearns, District Court Judge, United States District Court for the District of Massachusetts,
sitting by designation.
       P.C.P.S. Corp. and Bharti Patel (collectively “P.C.P.S.”) appeal the district court’s

order granting summary judgment to Knights Franchise Systems, Inc. For the reasons

that follow, we will affirm.

       We have jurisdiction pursuant to 28 U.S.C. § 1291. Because we write primarily

for the parties, we need not repeat the facts and procedural history of this case.

Moreover, the district court has ably summarized that background. See Knights

Franchise Systems, Inc. v. P.C.P.S. Corp., 

(D.N.J. Oct. 21, 2009).

       On appeal, P.C.P.S. argues that the district court erred when it awarded summary

judgment to Knights on its breach of contract claim and dismissed P.C.P.S.'s

counterclaim for breach of contract.

       We reject both of P.C.P.S.’s arguments. Judge Brown issued a detailed and

thoughtful opinion that carefully and clearly explained his reasons for holding that

P.C.P.S., rather than Knights, breached the franchise agreement. See Knights Franchise

Systems, Inc., 

. We will affirm the district court’s order for the reasons

set forth by Judge Brown.




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