Richard Gitter v. Cardiac & Thoracic Surgical As, No. 08-2221 (4th Cir. 2009)
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UNPUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT No. 08-2221 RICHARD GITTER, Plaintiff - Appellant, v. CARDIAC & THORACIC MEMORIAL HOSPITAL, SURGICAL ASSOCIATES, LTD.; ROCKINGHAM Defendants - Appellees. Appeal from the United States District Court for the Eastern District of Virginia, at Richmond. Richard L. Williams, Senior District Judge. (3:07-cv-00546-RLW) Submitted: July 8, 2009 Decided: July 21, 2009 Before TRAXLER, Chief Judge, and WILKINSON and GREGORY, Circuit Judges. Affirmed in part, vacated in part, and remanded by unpublished per curiam opinion. Henry I. Willett, III, David B. Lacy, CHRISTIAN & BARTON, LLP, Richmond, Virginia; Victor L. Hayslip, Walker S. Stewart, BURR & FORMAN, LLP, Birmingham, Alabama, for Appellant. Charles M. Allen, GOODMAN, ALLEN & FILETTI, PLLC, Glen Allen, Virginia; Marshall H. Ross, WHARTON ALDHIZER & WEAVER, PLC, Harrisonburg, Virginia, for Appellees. Unpublished opinions are not binding precedent in this circuit. PER CURIAM: Richard adopting the Gitter magistrate appeals judge s the district report and court s order recommendation to grant Defendants summary judgment motions on his claims for breach of contract; fraudulent fraud, suppression; contract; and conspiracy. district court s fraudulent and inducement to deceit; enter a On appeal, Gitter challenges only the dismissal against Defendants. misrepresentation of his breach of contract claim We vacate the district court s order to the extent that it determined that Gitter was barred by Virginia s unclean hands doctrine from asserting that Defendants were equitably estopped from relying on a Statute of Frauds defense, but affirm the remainder of the district court s order. To establish a breach of contract claim under Virginia law, a plaintiff obligation of defendant's injury or must [the] obligation. to a or to breach the (1) of plaintiff a legally enforceable [the] plaintiff; (2) the that obligation; and (3) breach of caused by the Filak v. George, 594 S.E.2d 610, 614 (Va. 2004) (citations omitted). within defendant violation damage prove: year is An obligation that is not to be performed not a legally enforceable obligation, however, if it is not in writing and signed by the party to be charged or his agent. Va. Code Ann. ยง 11-2(8) (2006). Gitter s employment agreement was not to be performed within one 2 year and, accordingly, the agreement was required writing under Virginia s Statute of Frauds. to be in We conclude that the district court correctly held that the parties various email communications did not constitute a signed writing sufficient to satisfy the Statute of Frauds. We nonetheless conclude that the district court erred when it applied Virginia s unclean hands doctrine to bar Gitter from claiming that Defendants were equitably asserting the Statute of Frauds defense. estopped from Before the unclean hands doctrine will bar an equitable remedy under Virginia law, the alleged wrongdoing of the party seeking relief must have encouraged, invited, aided, compounded, induced the other party s wrongful conduct. 594 S.E.2d 899, 908 (Va. 2004). the Defendants submitted by argument Gitter or fraudulently Perel v. Brannan, The district court agreed with that contained a credentialing materially thereby tainting him with unclean hands. false application information, But it is undisputed that Gitter s credentialing application was neither relied upon nor even reviewed by Defendants during their negotiations with Gitter, or at any time consummating Gitter s application, even if prior employment misleading, to their decision agreement. could not Thus, have to forego Gitter s encouraged, invited, aided, compounded, or fraudulently induced Defendants to forego consummating the employment agreement. 3 Accordingly, we find that the district court erred when it determined that Gitter s allegedly incorrect responses on his credentialing application permitted invocation of the unclean hands doctrine under Virginia law. The district court s order is thus vacated to the extent that it applied the unclean hands doctrine to bar Gitter from asserting that Defendants were equitably estopped from relying on a Statute of Frauds defense. The estoppel, [e]lements absent a necessary showing of to fraud establish and equitable deception, are a representation, reliance, a change of position, and detriment. See T--- v. T---, 224 S.E.2d 148, 151-52 (Va. 1976). Our review of the magistrate judge's report and recommendation, which was summarily adopted in its entirety by the district court, reveals that the magistrate judge did not conclusively determine whether Gitter could establish the necessary elements of Virginia s equitable estoppel doctrine based on his post-March 28, 2007 conduct (that Defendants is, March whether 28, 2007 Gitter assurances reasonably that the relied terms of on his employment were agreed upon). Accordingly, we vacate the district court s order to the extent the court applied Virginia s unclean hands doctrine to bar Gitter estopped remand to from the from claiming asserting the district court that Defendants Statute for 4 a of were Frauds equitably defense, determination of and whether Defendants should be equitably estopped from asserting the Statute of Frauds as a defense to Gitter s breach of contract claim. We We affirm the remainder of the district court s order. 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 IN PART, VACATED IN PART, AND REMANDED 5
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