UNPUBLISHED

UNITED STATES COURT OF APPEALS
               FOR THE FOURTH CIRCUIT


In Re: NORMANDY FORD                  
INCORPORATED,
                            Debtor.


NORMANDY FORD, INCORPORATED;
CHARLES W. GRIM; ESTHER A. GRIM,                No. 03-1624
             Plaintiffs-Appellants,
                v.
FORD MOTOR COMPANY; FORD MOTOR
CREDIT COMPANY,
             Defendants-Appellees.
                                      
           Appeal from the United States District Court
                  for the District of Maryland.
                Andre M. Davis, District Judge.
                     (CA-02-2942-1-AMD)

                     Argued: December 4, 2003

                     Decided: January 23, 2004

     Before WIDENER, LUTTIG, and KING, Circuit Judges.



Affirmed by unpublished per curiam opinion.


                            COUNSEL

ARGUED: Debra Brady Cruz, LEVIN & GANN, P.A., Towson,
Maryland, for Appellants. Nicholas Theodore Christakos, SUTHER-
2                       IN RE NORMANDY FORD
LAND, ASBILL & BRENNAN, L.L.P., Washington, D.C.; Jeffrey
Rhodes, DICKSTEIN, SHAPIRO, MORIN & OSHINSKY, L.L.P.,
Washington, D.C., for Appellees. ON BRIEF: Stephen H. Kaufman,
LEVIN & GANN, P.A., Towson, Maryland, for Appellants. George
R. Pitts, DICKSTEIN, SHAPIRO, MORIN & OSHINSKY, L.L.P.,
Washington, D.C., for Appellees.



Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).


                             OPINION

PER CURIAM:

   Appellants Normandy Ford, Inc. (Normandy) and Normandy’s
owners (Mr. and Mrs. Grim) appeal a district court order affirming a
bankruptcy court’s grant of summary judgment to appellees Ford
Motor Co. (Ford Motor) and Ford Motor Credit Co. (Ford Credit) on
Normandy’s claims arising from the termination of its Ford franchise.
Normandy was formerly a car dealership located in Maryland. Ford
Motor had franchised Normandy as an authorized dealer pursuant to
a Franchise Agreement. Ford Credit had executed with Normandy a
Finance Agreement which authorized Normandy to order vehicles
from Ford Motor without Ford Credit’s prior approval, but under
which Normandy was required to hold in trust for Ford Credit the pro-
ceeds from vehicle sales to the extent of amounts owed to Ford Credit
on vehicle orders.

   In 1995, Ford Credit discovered that Normandy had defaulted
under the terms of the Finance Agreement by selling vehicles "out of
trust" — that is, without remitting the necessary portion of the sales
price to Ford Credit. When Normandy’s default continued, Ford
Credit refused further financing and terminated the line of credit.

  In March 1996, Ford Credit sued Normandy to collect outstanding
amounts owed. In response, the Grims attempted to sell the dealership
                         IN RE NORMANDY FORD                           3
and even executed a purchase/sale agreement with Vincent Sheehy.
Ford Motor, however, claimed that Sheehy did not satisfy Ford
Motor’s requirements and thus refused to approve the transfer of the
franchise to him. Instead, Ford Motor approved the transfer of Nor-
mandy’s franchise to another dealer (Miller Brothers), albeit on some-
what less favorable terms than those offered by Sheehy.

   In September that same year, Normandy filed for bankruptcy under
Chapter 11. In November, after Normandy had resigned from its sta-
tus as a Ford dealership, the bankruptcy court approved Normandy’s
motion for permission to sell the dealership to Miller Brothers.

  Appellants then filed the present lawsuit in state court against
appellees Ford Motor and Ford Credit, asserting various claims for
breach of contract and violation of the Maryland Transportation Code.
After appellees removed the case to the bankruptcy court, that court
granted summary judgment in favor of appellees on all of Norman-
dy’s claims.

   On appeal from the bankruptcy court, the district court affirmed.
First, with respect to appellants’ claim that appellees had breached
their contractual obligation of good faith, the district court held that
summary judgment had been properly entered because appellants had
failed to show any of the requisite coercion or intimidation necessary
to support such a claim under Michigan law and the express definition
of good faith in the Franchise Agreement. Next, with respect to appel-
lants’ claim that appellees had violated Maryland Transportation
Code § 15-207 by coercing Normandy into accepting unwanted Ford
vehicles, the court held that summary judgment had been properly
entered because appellants had entirely failed to produce any evi-
dence of such coercion. With respect to appellants’ claim that appel-
lees had violated Maryland Transportation Code § 15-208 by refusing
to deliver vehicles that had been advertised for immediate delivery
and then ordered from the manufacturer by the dealer, the court held
that summary judgment had been properly entered because appellants
had never come forward with evidence that the vehicles which appel-
lees allegedly refused to deliver were in fact advertised for immediate
delivery. Finally, with respect to appellants’ claim of tortious conspir-
acy, the district court held that summary judgment had been properly
4                        IN RE NORMANDY FORD
entered because appellants had failed to show any underlying tortious
or otherwise wrongful act.

   On appeal from the district court’s judgment, appellants attempt to
recharacterize their breach of contract claim as relying not solely on
breach of the contractual obligation of good faith, but also on breach
of the specific provision of the Franchise Agreement governing trans-
fer of the franchise. Review of appellants’ complaint, however,
reveals that appellants never raised a separate claim for breach of the
provision governing transfer; rather, appellants themselves limited
their complaint to raising a breach of good faith claim, which in turn
rested on a number of theories, among one of which was an alleged
unreasonable refusal to consent to the transfer of the franchise to
Sheehy:

    COUNT II: Breach of Contract

    ....

    Ford had an obligation of good faith and fair dealing in per-
    forming its obligations under the Dealer Agreement. Ford
    breached its obligation of good faith and fair dealing in
    numerous ways including inter alia in failing to and refus-
    ing to approve the sale of the dealership to anyone other
    than the Miller Brothers . . .

J.A. 51. Having pleaded only a claim for breach of good faith, and
having had summary judgment entered against them on this claim,
appellants cannot now amend their complaint on appeal.

   Upon review of the parties’ briefs and consideration of their oral
arguments, it is hereby ordered that the judgment is affirmed on the
reasoning of the district court.

                                                         AFFIRMED.