UNPUBLISHED

                    UNITED STATES COURT OF APPEALS
                        FOR THE FOURTH CIRCUIT


                               No. 04-2177



THE IMAGING CENTER, INCORPORATED; F. DANIEL
JACKSON,   M.D.;    IMAGING  ASSOCIATES  OF
CUMBERLAND, INCORPORATED,

                                             Plaintiffs - Appellants,

           versus


WESTERN MARYLAND HEALTH SYSTEMS, INCORPORATED;
TRI-STATE RADIOLOGY, P.C.,

                                             Defendants - Appellees,

           and


MYUNG-SUP KIM, M.D.,

                                                            Defendant.



Appeal from the United States District Court for the District of
Maryland, at Baltimore.   William M. Nickerson, Senior District
Judge. (CA-02-2902-WMN)


Argued:   September 21, 2005             Decided:    December 13, 2005


Before KING and GREGORY, Circuit Judges, and R. Bryan HARWELL,
United States District Judge for the District of South Carolina,
sitting by designation.


Affirmed by unpublished per curiam opinion.
ARGUED: Thomas Erik Gilbertsen, COLLIER, SHANNON & SCOTT, P.L.L.C.,
Washington, D.C., for Appellants. Lewis A. Noonberg, DLA PIPER
RUDNICK GRAY CARY US, L.L.P., Washington, D.C.; Edward John Steren,
OBER, KALER, GRIMES & SHRIVER, Washington, D.C., for Appellees. ON
BRIEF: Theresa A. Coetzee, COLLIER, SHANNON & SCOTT, P.L.L.C.,
Washington, D.C., for Appellants.     Kathleen A. Ellis, Susan H.
Pope, DLA PIPER RUDNICK GRAY CARY US, L.L.P., Baltimore, Maryland,
for Appellee Western Maryland Health Systems, Incorporated; David
B. Hamilton, Sarah N. Otwell, OBER, KALER, GRIMES & SHRIVER,
Washington, D.C., for Appellee Tri-State Radiology, P.C.


Unpublished opinions are not binding precedent in this circuit.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




                                2
PER CURIAM:

      In this antitrust case, F. Daniel Jackson, M.D. and the

companies   he    controls,    The     Imaging      Center,     Inc.   and    Imaging

Associates of Cumberland, Inc. (collectively “The Imaging Center”),

appeal from the district court’s grant of summary judgment to

Defendants Western Maryland Health System, Inc. (“WMHS”) and Tri-

State Radiology, P.C. (“Tri-State”) on The Imaging Center’s Sherman

Act and Maryland state law claims. The Imaging Center alleges that

WMHS and Tri-State engaged in a group boycott and exclusive dealing

in   violation    of   §   1   of    the       Sherman   Act,    thereby     limiting

competition for radiology services.                  The Imaging Center also

maintains that Defendants engaged in monopolization and attempted

monopolization in the relevant market in violation of § 2 of the

Sherman Act.     Finally, The Imaging Center alleges that Defendants

committed antitrust violations, misappropriated trade secrets,

maliciously      interfered     with       The     Imaging      Center’s     business

operations, and engaged in unfair competition in violation of

Maryland law.     Because the district court correctly concluded that

The Imaging Center failed to raise a genuine issue as to any

material fact, and because Defendants are entitled to judgment as

a matter of law, we affirm its grant of summary judgment to

Defendants on all claims.




                                           3
                                          I.

      Through the mid-1990s, two competing primary care hospitals,

The Memorial Hospital and Medical Center of Cumberland, Inc.

(“Memorial”) and Sacred Heart Hospital of the Sisters of Charity,

Inc. (“Sacred Heart”), serviced the Cumberland area. At that time,

Centre     Radiology,    P.A.    had   an       exclusive     contract       to   provide

radiology     services      at   Memorial,       and    Summit    Radiology       had   an

exclusive contract to provide radiology services at Sacred Heart.

Dr. Jackson practiced at Memorial as a member radiologist of Centre

Radiology from 1977 to 1990.              In 1990, Dr. Jackson left Centre

Radiology    to     establish    The   Imaging         Center,    through      which    he

conducts his own radiology practice.

      In 1996, consolidation changed the Cumberland-area health

services market.        That year, Memorial and Sacred Heart affiliated

to form WMHS.       WMHS also purchased a number of health care clinics

and physician practices in Western Maryland, such that in 2000,

WMHS accounted for 73.7% of all discharges in its primary market.

J.A. 1755.     Also in 1996, Centre Radiology and Summit Radiology

affiliated     to    form    Tri-State.           Tri-State      has   had    exclusive

contracts to provide radiology services to inpatients at WMHS

facilities since February 1998.

      At present, there are three main facilities that provide

outpatient radiology services in the Cumberland area.                    In addition

to   The   Imaging     Center,     WMHS     has    a    comprehensive        outpatient


                                            4
radiology center that it opened in the spring of 2003, and a

radiologist formerly affiliated with Tri-State opened Advanced

Diagnostic Radiology, LLC in the fall of 2003.

     In the early 1990s, The Imaging Center received most of its

business from physician referrals.             From 1990 through 1998, the

number of procedures performed at The Imaging Center rose steadily.

In 1999 and 2000, however, the number of procedures performed

dropped and has since failed to return to 1998 levels.                A survey

conducted shortly thereafter revealed that most patients of The

Imaging Center were self-referred and that The Imaging Center had

“limited support from physicians.”          J.A. 1461.    The Imaging Center

contends that its radiology service was superior to Defendants’,

pointing to a 2001 WMHS survey of Cumberland physicians indicating

that WMHS’s “[k]ey competitor is Dr.Jackson [sic] focusing on

superior patient satisfaction.”            Id.     In addition, The Imaging

Center    notes   that    WMHS    documented     complaints   about   its   own

radiology service and equipment.

     The    Imaging      Center   therefore      attributes   the   decline in

procedures it performed to an alleged group boycott, through which

Defendants coerced doctors to reduce their referrals to The Imaging

Center.    The Imaging Center argues that the challenged activities

began years before WMHS had the market power to effect the alleged

anticompetitive harms in the late 1990s.             Specifically, it points

to one doctor’s testimony that in the 1970s, there was an “unspoken


                                       5
rule” that doctors would use the hospital’s facilities. J.A. 1099,

1104.     Moreover, shortly after The Imaging Center opened in 1990,

Memorial adopted an “Action Plan” to improve its own radiology

services and began monitoring physician radiology referrals and

meeting with physicians about those referrals.       Id. at 1167-68,

1170, 1180.

        Meanwhile at Sacred Heart, Dr. George M. Pellegrino testified

that up until he left in 1996, hospital officials monitored his

referrals and pressured him to reduce referrals to The Imaging

Center.     J.A. 945-46.   Significantly, however, these discussions

did not cause Dr. Pellegrino to change his referral patterns, and

Sacred Heart took no action against him.     Id. at 947.

     As to more recent conditions, The Imaging Center points to the

testimony of Dr. Robustiano J. Barrera that “almost all physicians”

in the Cumberland area believed that “if you are associated with

Dr. Jackson you are against Memorial system [sic], which I did not

believe until I started experiencing it myself.”        J.A. 461-63.

However, Dr. Barrera did not believe that WMHS punished him in any

way for sending referrals to The Imaging Center.     Id. at 461.

     In addition to the referral monitoring, The Imaging Center

argues that WMHS illegally interfered with a proposed sale of land

from Allegany College of Maryland to The Imaging Center.    In 1999,

Dr. Jackson offered to purchase a 20-acre tract of land from

Allegany College, which he planned to use for an expanded radiology


                                   6
facility and medical office complex.             However, prior to a meeting

of the Allegany College trustees to vote on the sale, Allegany

College Trustee and WMHS Director Kim Leonard discovered that four

of the trustees had a conflict of interest.                     Leonard wrote to the

Board,

     I was recently informed by the Western Maryland Health
     System that it might not be in the best interests of the
     System to have Dr. Jackson purchase the land and then to
     build a health clinic that would compete against the
     System.   This information would ordinarily not be a
     significant event in the sale of land; however, four of
     us are members of the boards of the WMHS.

J.A. 1428.    Leonard contacted the Maryland Ethics Commission and

confirmed    that   the    four     trustees    had    a    definite    conflict    of

interest.

     When    the    Allegany      College    trustees       next    met,   the   three

trustees    without    a   conflict     voted    2-1       to    approve   the   sale.

However, due to concerns about the ability of a minority of

trustees to take a business action, they sought legal advice.

Counsel for the Maryland State Ethics Commission advised that a

quorum should have voted.              The attorney counseled that after

declaring the conflict, the least conflicted trustee could vote to

achieve a quorum, and in the event of a tie, the next least

conflicted    trustee      should    vote.1      The       trustees    followed    the


     1
      The trustees memorialized their actions and sent them to the
Ethics Counsel for confirmation. The counsel’s response differed
slightly from what was indicated by the minutes, stating that he
could not define “quorum” without looking at their bylaws, but
acknowledging that he suggested the procedure of having the least-

                                         7
suggested procedure, which initially resulted in a 2-2 tie, and

ultimately a 3-2 vote against the sale.             The trustees voting

against the sale expressed a reluctance to sell unless the college

could purchase replacement property and indicated their concern

that Dr. Jackson had not stated definitively how the land would be

used and how that use would benefit the educational mission of the

college.

     The Imaging Center filed suit against WMHS and Tri-State on

September 3, 2002 in the District of Maryland.          It alleged a group

boycott and exclusive dealing in violation of § 1 of the Sherman

Act; monopolization and attempted monopolization in violation of §

2 of the Sherman Act; violations of the Maryland Antitrust Act; and

misappropriation of trade secrets, malicious interference with

business, and unfair competition under Maryland tort law.               The

district court granted summary judgment for the defendants on all

claims on August 10, 2004.        This appeal followed.



                                     II.

     This   Court   reviews   a    district   court’s   award   of   summary

judgment de novo, taking all the nonmovant’s evidence as true and

drawing all justifiable inferences in its favor.          Cont’l Airlines,

Inc. v. United Airlines, Inc., 

, 508 (4th Cir. 2002).

Summary judgment is appropriate “if the pleadings, depositions,


conflicted trustee vote.      J.A. 1438.

                                      8
answers to interrogatories, and admissions on file, together with

the affidavits, if any, show that there is no genuine issue as to

any material fact and that the moving party is entitled to a

judgment as a matter of law.”       Fed. R. Civ. P. 56(c).



                                    III.

        The Imaging Center alleges that WMHS engaged in both a group

boycott and exclusive dealing in violation of § 1 of the Sherman

Act.2       Section 1 prohibits “[e]very contract, combination . . . or

conspiracy, in restraint of trade or commerce among the several

States . . . .”           15 U.S.C. § 1.      This provision has been

interpreted to preclude only restraints that are “unreasonably

restrictive of competitive conditions.”       Cont’l Airlines, 277 F.3d

at 508 (quoting Standard Oil Co. v. United States, 

, 58

(1911)).       Thus, to establish a violation of § 1 of the Sherman Act,

a plaintiff must prove two elements: (1) a contract, combination,

or conspiracy, (2) that imposed an unreasonable restraint of trade.

Dickson v. Microsoft Corp., 

, 202 (4th Cir. 2002).

        The first element requires a concerted action by two or more

persons.       Laurel Sand & Gravel, Inc. v. CSX Transp., Inc., 

      Defendants argue that The Imaging Center’s claims are barred
by the Sherman Act’s four-year statute of limitations. Because we
find that summary judgment was appropriate on the merits of The
Imaging Center’s claims, we will assume, arguendo, as the district
court did, that The Imaging Center’s claims are not time-barred,
given the alleged recent accrual of damages and the allegations of
a continuing violation.

                                      9
539, 542 (4th Cir. 1991).     This element is satisfied even where

“one or more of the co-conspirators acted unwillingly, reluctantly,

or only in response to coercion.”       Dickson, 309 F.3d at 205

(quoting MCM Partners, Inc. v. Andrews-Bartlett & Assocs., 

, 973 (7th Cir. 1995)).   Trade-restraining concerted action may

be inferred from conduct.    Laurel Sand & Gravel, 924 F.2d at 542.

However, when these actions could be consistent with either (1)

independent conduct or a legitimate business purpose or (2) an

illegal agreement, “proof must be offered that tends to exclude the

first interpretation” in order to avoid summary judgment.      Id.

This is because “antitrust law limits the range of permissible

inferences from ambiguous evidence in a § 1 case.”      Matsushita

Elec. Indus. Co. v. Zenith Radio Corp., 

, 588 (1986).

     The second element of any § 1 claim requires a showing that

the restraint on competition is unreasonable. Cont’l Airlines, 277

F.3d at 508.   In order to evaluate this second element, courts use

one of three methods, depending on the restraint alleged: “(1) per

se analysis for obviously anticompetitive restraints, (2) quick-

look analysis, for those with some procompetitive justification,

and (3) the full ‘rule of reason,’ for restraints whose net impact

on competition is particularly difficult to determine.”     Id. at

508-09.




                                 10
                                     A.

     The Imaging Center first alleges that Defendants engaged in a

group boycott in which WMHS and Tri-State coerced doctors to stop

referring    radiology   patients    to   The   Imaging    Center.    As   the

district court determined, however, the evidence obtained through

discovery did not support The Imaging Center’s claim.                Although

WMHS monitored the doctors’ radiology referrals and one doctor

stated that he felt pressure from WMHS predecessor Sacred Heart to

cease referrals to The Imaging Center, Plaintiffs failed to present

evidence of any doctor who changed his or her referral patterns or

suffered consequences for refusing to do so.              The Imaging Center

has thus failed to show that the referral monitoring or the

“unspoken rule” they alleged to be illegal actually manifested into

a group boycott by the doctors.

        Indeed, as the district court noted, the practice of referral

monitoring is fully consistent with a procompetitive effort to

improve WMHS radiology facilities and services.             In addition, Dr.

Jackson and others testified that some doctors had expressed

disapproval of the way Dr. Jackson practiced, indicating that any

decline     in   referrals   could   be   attributed      to   the   doctors’

independent decisions.       See J.A. 541-45, 618-19, 530-31, 919, 990,

1049.    The conduct The Imaging Center suggests is illegal is thus

also consistent with both a legitimate purpose and independent

action by the alleged co-conspirators.          It was therefore incumbent


                                     11
on   The   Imaging     Center   to   offer   evidence   excluding   these

interpretations to support its allegations of an illegal agreement.

See Laurel Sand & Gravel, 924 F.2d at 542.         The Imaging Center has

failed to do so.3        Accordingly, it has failed to support its

allegation of a group boycott.

     Turning to the second prong of the § 1 analysis, The Imaging

Center argues that Defendants’ actions should be held to be a per

se unreasonable restraint of trade because group boycotts have been

classed as such by the courts.        However, having failed to show a

group boycott, the district court correctly found that per se

analysis   did   not    apply   to   Defendants’    referral   monitoring

activities and used the rule of reason to evaluate them.              See

Dickson, 309 F.3d at 205 (where anticompetitive effects are not

obvious, a full rule of reason analysis is appropriate). Under the

rule of reason, The Imaging Center was required to show harm to



     3
      Citing In re Flat Glass Antitrust Litg., 

, 360
(3d Cir. 2004), The Imaging Center also argues that in absence of
evidence of collusion, it may prove concerted action and negate
inferences of independent conduct through certain “plus factors.”
However, the Flat Glass plus factors apply where “conscious
parallelism” is alleged.    Conscious parallelism refers to the
situation of an oligopoly or concentrated market where firms
maintain supracompetitive price levels while aware of and because
of the similar action of the few other firms in their sector. Id.
at 359. Such is not the situation here.
     We also decline to attach the significance The Imaging Center
does to Key Enters. of Delaware, Inc. v. Venice Hosp., 

 (11th Cir. 1990), vacated for reh’g en banc, 

(11th Cir. 1992), dismissed as moot, 

 (11th Cir. 1993),
where the Eleventh Circuit upheld a jury finding of group boycott.
That case is of no precedential authority even in its own circuit.

                                     12
competition: “the reasonableness of a restraint is evaluated based

on its impact on competition as a whole within the relevant

market.”    Oksanen v. Page Memorial Hosp., 

, 708 (4th

Cir. 1991) (en banc).      This is because “[t]he antitrust laws were

enacted    for   the   protection   of    competition,   not   competitors.”

Atlantic Richfield Co. v. USA Petroleum Co., 

, 338

(1990) (internal quotation omitted) (emphasis in original).

     The district court determined that The Imaging Center had

failed to demonstrate adverse effects on the Cumberland-area market

that would constitute an unreasonable restraint on trade.                 It

appropriately      dismissed   The       Imaging   Center’s    claims   that

Defendants’ actions reduced the output and quality of radiology

services as unsupported.       Indeed, since the creation of WMHS and

Tri-State, the availability of radiology services has increased.

The Imaging Center remains as a provider, WMHS introduced a new

outpatient radiology clinic, and the Advanced Diagnostic Radiology

facility recently opened.4

     Furthermore, there is no evidence that quality of services has

declined. Although the record contains some evidence of complaints

with Defendants’ radiology services, there is nothing to suggest



     4
      The Imaging Center points to a 1999 WMHS reference to “pent
up demand[ ]” for radiology services. J.A. 1347. Notwithstanding
the fact that this statement was merely an assumption of a WMHS
consultant evaluating the feasibility of a new imaging center, the
statement does not speak to a decline in the available quantity of
radiology services.

                                     13
that this is attributable to Defendants’ actions or that complaints

have become more prevalent.         For these reasons, The Imaging Center

has failed to provide evidence that an antitrust injury occurred.

Accordingly, the district court correctly concluded that summary

judgment was appropriate.



                                       B.

      The Imaging Center next alleges exclusive dealing as a result

of   WMHS’s    exclusive    radiology       contracts   with   Tri-State   for

inpatient radiology services at WMHS.           The inquiry into exclusive

dealing arrangements focuses on whether the arrangement forecloses

competition among producers or suppliers in a substantial share of

the affected market.        See Tampa Elec. Co. v. Nashville Coal Co.,

, 327 (1961).       That is, “the plaintiff must show that

‘the opportunities for other traders to enter into or remain in

that market [are] significantly limited’ by the exclusive-dealing

arrangement.” Chuck’s Feed & Seed Co., Inc. v. Ralston Purina Co.,

, 1293 (4th Cir. 1987) (quoting Tampa Elec., 365 U.S.

at 328).   Courts then evaluate exclusive contracts under the rule

of   reason.     Id.   at    1294   (“[A]fter     determining    that   market

foreclosure is substantial, the court should consider whether an

otherwise unacceptable level of market foreclosure is justified by

procompetitive efficiencies.”).




                                       14
     The exclusive contracts for inpatient radiology services at

WMHS account for 80% of all radiology services performed in the

greater Cumberland area.    J.A. 356, 316.   However, even assuming,

arguendo, that this represents a substantial foreclosure of the

relevant    market,   Defendants   have   offered   evidence   of   the

procompetitive benefits justifying these contracts.     They produced

testimony that exclusive contracts for inpatient radiology services

are the norm in the industry5 and that exclusive arrangements are

needed for “control of quality, control of cost, provision of

services, ensuring the availability of services 24/7, 365 days a

year, to ensure that the practitioners are highly qualified, and to

minimize the disruption of services that can exist when a number of

different providers are involved in that service.”       J.A. 982-83.

The exclusive contract itself listed these and other benefits as

the reasons for entering the agreement.      J.A. 1304-05.

     The district court found that The Imaging Center had offered

no effective rebuttal to these procompetitive justifications.        We

agree.     As discussed above, The Imaging Center’s contentions of

reduced output and quality of radiology services are unsupported.

Also, prices did not increase during the relevant period and the

concern that new competitors would not be able to enter the market



     5
      Indeed, for years before Memorial and Sacred Heart affiliated
into WMHS, both hospitals employed exclusive contracts for the
supply of radiology services, including the one under which Dr.
Jackson had practiced at Memorial.

                                   15
went unrealized.     That some WMHS officials indicated a desire to

ensure that outsiders, particularly Dr. Jackson, remain excluded,

does not show an unreasonable harm to competition.        The purpose of

such contracts is to exclude outside providers, and yet such

exclusion does not automatically violate the antitrust laws.        Nor

does the existence of internal strife at Tri-State as a result of

the    radiology    firms’    merger       contradict   the   legitimate

justifications offered.

      Therefore, The Imaging Center has failed to raise a genuine

issue of material fact to counter Defendants’ legitimate business

justifications. Accordingly, we agree with the district court that

summary judgment was appropriate on The Imaging Center’s exclusive

dealing claim.



                                     IV.

      Under § 2 of the Sherman Act, The Imaging Center alleges both

monopolization     and   attempted   monopolization.     Monopolization

requires, “(1) the possession of monopoly power in the relevant

market and (2) the willful acquisition or maintenance of that power

as distinguished from growth or development as a consequence of

superior product, business acumen, or historic accident.” Oksanen,

945 F.2d at 710 (citing Aspen Skiing Co. v. Aspen Highlands Skiing

Corp., 

, 596 n.19 (1985).          Attempted monopolization

requires “(1) a specific intent to monopolize the relevant market;


                                     16
(2) predatory or anticompetitive acts in furtherance of the intent;

and (3) a dangerous probability of success.”    M & M Med. Supplies

& Serv., Inc. v. Pleasant Valley Hosp., Inc., 

, 166

(4th Cir. 1992).

     The Imaging Center contends that the district court improperly

refused to consider whether the conduct that the court found did

not violate § 1 of the Sherman Act nevertheless violated § 2.     We

disagree.   Attempted monopolization explicitly requires predatory

or anticompetitive conduct, and monopolization has been interpreted

to require the same.   White v. Rockingham Radiologists, Ltd., 

, 105 (4th Cir. 1987) (for monopolization, a plaintiff “must

show that a jury could find no valid business reason or concern for

efficiency” in the conduct);   accord Oksanen, 945 F.2d at 710.   In

addressing The Imaging Center’s § 1 claims, the district court had

already determined that the conduct alleged to violate § 2 was not

anticompetitive and had “valid business and patient care reasons.”

See Oksanen, 945 F.2d at 710.        The district court, therefore,

appropriately declined to re-engage in this inquiry under § 2.6


     6
      Courts generally consider conduct not deemed anticompetitive
under § 1 similarly unactionable under § 2.      See R.J. Reynolds
Tobacco v. Philip Morris, Inc., 

, 395 n.24,
aff’d without published op., 67 Fed. Appx. 810 (4th Cir. 2003);
Retina Assocs., P.A. v. S. Baptist Hosp., 

, 1384 (11th
Cir. 1997) (per curium) (“While participating in an unlawful
horizontal group boycott may be sufficient to establish a Section
2 claim, here such a finding is precluded by the Court’s grant of
summary judgment against Plaintiff on Count I. As such, there is
no genuine issue of material fact as to the existence of predatory
conduct.”); Williams v. I.B. Fischer Nevada, 

, 448 (9th

                                17
     To the extent that the circumstances surrounding the Allegany

land sale were not considered with regard to allegations of a group

boycott or exclusive dealing, these actions, too, do not support §

2 liability.   The Imaging Center contends that WMHS deliberately

interfered with its proposed expansion by influencing the trustees’

vote.   Instead, the record shows that the trustees, when presented

with the difficult situation in which a majority had a conflict of

interest,   sought   and   followed    outside   advice   on   how   to   act

ethically and within their powers as trustees. Other than alerting

Trustee Leonard to the conflict of interest, The Imaging Center has

failed to show that WMHS had anything to do with the vote or that

the voting conflicted trustees violated their fiduciary duties to

Allegany College.

     Accordingly, we find that the district court correctly granted

summary   judgment   on    The   Imaging   Center’s   monopolization      and

attempted monopolization claims.


Cir. 1993) (“[A] § 1 claim insufficient to withstand summary
judgment cannot be used as the sole basis for a § 2 claim.”)
(internal quotation omitted).
      The Imaging Center argues that a recent D.C. Circuit decision
supports its claim that conduct deemed legitimate under § 1 can
still support liability under § 2. See United States v. Microsoft
Corp., 

, 70 (D.C. Cir. 2001)). The Microsoft court,
however, dealt with a scenario where the exclusive contracts did
not foreclose a sufficient portion of the market to violate § 1,
but had no procompetitive justification, making them actionable
under § 2. Id. at 71. Although exclusive dealing is alleged here,
a procompetitive justification has also been shown, as discussed
above. The conduct alleged for the § 1 claims, therefore, is of no
avail to The Imaging Center’s monopolization and attempted
monopolization claims.

                                      18
                                         V.

     The Imaging Center also alleges various Maryland state law

causes of action.      To the extent that The Imaging Center appeals

summary judgment under the Maryland antitrust statutes, we agree

with the district court that these claims fail for the same reasons

that the analogous federal claims fail.               See Montgomery County

Ass’n of Realtors, Inc. v. Realty Photo Master Corp., 

, 818 (D. Md. 1995), aff’d without published op., No. 95-2488,

 (4th Cir. July, 24, 1996).           Likewise, by The Imaging

Center’s failure to argue its misappropriation of trade secrets

claim before this Court or the district court, we agree that

summary judgment was appropriate.             The Imaging Center’s remaining

claims are for malicious interference with business relations and

unfair competition.



                                         A.

     Malicious interference with business relations requires, “(1)

intentional and wilful acts; (2) calculated to cause damage to the

plaintiffs in their lawful business; (3) done with the unlawful

purpose to cause such damage and loss, without right or justifiable

cause on the part of the defendants (which constitutes malice); and

(4) actual damage and loss resulting.”              Natural Design, Inc. v.

Rouse   Co.,   

,   675    (Md.   1984)   (internal   quotation

omitted).


                                         19
     The Imaging Center argues that Defendants achieved their

desire to “[p]re-empt” The Imaging Center’s “major competitive

initiative” by interfering with the Allegany College land sale.

See J.A. 1370-71.   As the district court noted and as discussed

above, The Imaging Center has failed to present evidence that WMHS

used improper means to interfere with the trustees’ decision.   Nor

does Zachair, Ltd. v. Driggs, 

 (Md. Ct. Spec. App.

2000), support The Imaging Center’s claim.   In Zachair, a company

that had nothing to gain by interfering with the plaintiff’s

permitting process did so while under the defendant’s control. 762

A.2d at 1010-11.    Here, however, the trustees articulated two

legitimate motives for opposing the sale and followed independent

advice about how to proceed.   Defendants are therefore entitled to

summary judgment.



                                 B.

     The Imaging Center last alleged that Defendants’ actions

violated Maryland’s unfair competition law.       Maryland defines

unfair competition as “damaging or jeopardizing another’s business

by fraud, deceit, trickery or unfair methods.”     Cavalier Mobile

Homes, Inc. v. Liberty Homes, Inc., 

, 374 (Md. Ct.

Spec. App. 1983) (internal quotation omitted).   The Imaging Center

argues that conduct need not be unlawful to be unfair.   See Trimed,

Inc. v. Sherwood Med. Co., 

, 891 (4th Cir. 1992).


                                 20
However, it has failed to show how the conduct discussed above was

unfair, even if it was not unlawful.   We agree with the district

court that there is no support in the record for “fraud, deceit,

trickery or unfair methods,” and grant summary judgment on this

claim as well.



                               VI.

     Because we find, for the foregoing reasons, that the district

court correctly determined that The Imaging Center failed to raise

a genuine issue of material fact with regard to its claims, the

district court’s grant of summary judgment to Defendants on all

counts is hereby affirmed.

                                                         AFFIRMED




                               21