Lee C. Smith, and Wife; Adele H. Smith; Alton B. Smith,and Wife; Matilda W. Smith; Anna Smith Dorsett, Andhusband; James K. Dorsett; Vernon F. Smith, and Husband;haywood C. Smith; Vernon S. Chandler, and Husband; Dollys. Brantley, and Husband; Julian C. Brantley; Ann S.andrews, and Husband; John R.b. Andrews; Adele H. Smith,as Trustee for Lee C. Smith, Jr.; Willis Smith; Wachoviabank and Trust Company, N.a., As Successor Trustee Under Thewill of Willis Smith, Jr., Plaintiffs-appellants, v. Hbe Corporation, Defendant-appellee, 811 F.2d 1505 (4th Cir. 1987)

The plaintiffs are the owners and lessors of a building leased to the defendant. They appeal from the district court's order denying them declaratory judgment as to the validity of the lease and lease modification agreements under North Carolina law, and granting summary judgment to the defendant on the question of whether the defendant, by requesting a private letter ruling from the Internal Revenue Service as to ownership of the leased property for federal taxation purposes, breached its implied duties under the lease and lease modification agreements. The district court found that no dispute exists as to the meaning or validity of the agreements under state law and that, therefore, a declaratory judgment on that question is not appropriate. The court also found that the agreements contain no implied duty on the part of the defendant that would prevent it, on pain of breach, from requesting a private letter ruling from the Internal Revenue Service on whether it was entitled to an allowance for depreciation on the leased property under the federal income tax code. Such ruling, whatever its purport, would not bind the plaintiffs who would not be parties to such ruling.

We find the district court's analysis and decision proper. Accordingly, we affirm the judgment of the district court for the reasons stated in its opinion herein.

AFFIRMED.