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Cyberlock Consulting, Inc. v. Information Experts, Inc., 13-1599 (2014)

Court: Court of Appeals for the Fourth Circuit Number: 13-1599 Visitors: 4
Filed: Jan. 08, 2014
Latest Update: Mar. 02, 2020
Summary: UNPUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT No. 13-1599 CYBERLOCK CONSULTING, INC., Plaintiff - Appellant, v. INFORMATION EXPERTS, INC., Defendant - Appellee. Appeal from the United States District Court for the Eastern District of Virginia, at Alexandria. James C. Cacheris, Senior District Judge. (1:12-cv-00396-JCC-TRJ) Submitted: September 5, 2013 Decided: January 8, 2014 Before AGEE and THACKER, Circuit Judges, and HAMILTON, Senior Circuit Judge. Affirmed by unpublished
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                              UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                              No. 13-1599


CYBERLOCK CONSULTING, INC.,

                Plaintiff - Appellant,

          v.

INFORMATION EXPERTS, INC.,

                Defendant - Appellee.



Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria. James C. Cacheris, Senior
District Judge. (1:12-cv-00396-JCC-TRJ)


Submitted:   September 5, 2013              Decided:   January 8, 2014


Before AGEE and THACKER, Circuit Judges, and HAMILTON, Senior
Circuit Judge.


Affirmed by unpublished per curiam opinion.


Lawrence J. Quinn, Mary Fran Ebersole, TYDINGS & ROSENBERG LLP,
Baltimore, Maryland, for Appellant.  Jonathan D. Frieden, Leigh
M. Winstead, ODIN, FELDMAN & PITTLEMAN, P.C., Reston, Virginia,
for Appellee.


Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:

      In    this       appeal,       Cyberlock        Consulting,        Inc.      (Cyberlock)

challenges the district court’s grant of summary judgment in

favor      of   Information          Experts,         Inc.     (IE),    with       respect        to

Cyberlock’s          breach     of    contract          claim    under        Virginia          law.

Cyberlock also challenges the district court’s grant of IE’s

motion     to   strike      certain        extrinsic         evidence    of     the    parties’

intent offered by Cyberlock.                      The district court explained its

rulings in a twenty-four page published memorandum opinion.                                      See

Cyberlock Consulting, Inc. v. Information Experts, Inc., 939 F.

Supp. 2d 572 (E.D.Va. 2013).                      The crux of the district court’s

reasoning in granting summary judgment in favor of IE is its

conclusion       that,        when        the    contract       is     read     as     a     whole

instrument, the contractual provisions sought to be enforced by

Cyberlock       are     unambiguous             and   constitute        “an     unenforceable

agreement       to     agree.”         
Id. at 580.
      The     district          court’s

reasoning       in    striking       Cyberlock’s           extrinsic     evidence          of    the

parties’ intent is its conclusion that, because the contract is

unambiguous,         extrinsic       evidence         is   inadmissible       to      alter      the

terms of the unambiguous language.                      
Id. at 580-82.
      Having         reviewed       the    parties’        submissions,        the     district

court’s memorandum opinion, and the applicable law, we affirm on

the   reasoning        of     the    district         court.         Critically,       Virginia

courts have uniformly refused to enforce agreements to agree at

                                                - 2 -
a future date, see, e.g., W.J. Schafer Assocs., Inc. v. Cordant,

Inc., 
493 S.E.2d 512
, 515 (Va. 1997); Allen v. Aetna Cas. and

Sur. Co., 
281 S.E.2d 818
, 819 (Va. 1981), and that is exactly

what   we   have   at   hand   in   this    case   with    respect      to    the

contractual provisions sought to be enforced by Cyberlock.                      We

dispense    with   oral   argument    because      the    facts   and        legal

contentions are adequately presented in the materials before the

court and argument would not aid the decisional process.

                                                                     AFFIRMED




                                    - 3 -

Source:  CourtListener

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