Metropolitan Group, Inc. v. Meridian Industries, Inc., No. 12-1932 (4th Cir. 2013)
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UNPUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT No. 12-1932 METROPOLITAN GROUP, INC., Plaintiff - Appellant, v. MERIDIAN INDUSTRIES, INC., Defendant - Appellee. Appeal from the United States District Court for the Western District of North Carolina, at Charlotte. Max O. Cogburn, Jr., District Judge. (3:09-cv-00440-MOC-DSC) Submitted: January 14, 2013 Decided: January 18, 2013 Before KEENAN, WYNN, and THACKER, Circuit Judges. Affirmed by unpublished per curiam opinion. Kenneth R. Raynor, TEMPLETON & RAYNOR, Charlotte, North Carolina, for Appellant. Kenneth D. Bell, Matthew J. Hoefling, Elizabeth Timmermans, McGUIRE WOODS, LLP, Charlotte, North Carolina, for Appellee. Unpublished opinions are not binding precedent in this circuit. PER CURIAM: After Meridian Industries, Inc. ( Meridian ) sold its shuttered Belmont, Property ) problems North Carolina to Metropolitan arose. Eventually, yarn-dyeing Group, Inc. Metropolitan facility (the ( Metropolitan ), sued Meridian for, among other claims, breaching the relevant Purchase Agreement because Meridian purportedly had actual knowledge that certain hazardous materials conveyed. Meridian filed a counterclaim for breach of contract, contending that remained on Metropolitan the Property destroyed when certain it was groundwater monitoring wells and thereby failed to keep its obligation under the Purchase Agreement to reasonably facilitate access to the groundwater on the Property. Meridian s The district court entered summary judgment in favor of Meridian on both claims, * and Metropolitan appealed. We have reviewed the record, and we affirm. Metropolitan raises two main arguments on appeal. First, it contends that the district court erred in entering summary judgment against its contract claim because a jury could conclude that Meridian had actual * knowledge that hazardous Summary judgment was entered in favor of Metropolitan on its contract claim to the extent that it alleged an asbestosrelated breach and damages. That portion of the district court s judgment has not been appealed. 2 materials remained on the Property at the time of the Purchase Agreement. We review a grant of summary judgment de novo, drawing reasonable inferences nonmoving party. in the light most favorable to the Webster v. U.S. Dep t of Agric., 685 F.3d 411, 421 (4th Cir. 2012); United States v. Bergbauer, 602 F.3d 569, 574 (4th Cir. 2010). To withstand a summary judgment motion, the nonmoving party must produce competent evidence sufficient to reveal the existence of a genuine issue of material fact for trial. Power See Fed. R. Civ. P. 56(c)(1); Thompson v. Potomac Elec. Co., conclusory 312 F.3d 645, allegations, 649 (4th unwarranted Cir. 2002). inferences, Neither nor the production of a mere scintilla of evidence in support of a nonmovant s case suffices to forestall summary judgment. Thompson, 312 F.3d at 649 (internal quotation marks omitted); see Beale v. Hardy, 769 F.2d 213, 214 (4th Cir. 1985). Instead, this Court will uphold the district court s grant of summary judgment unless it finds that a reasonable jury could return a verdict for the nonmoving party on the evidence presented. See EEOC v. Cent. Wholesalers, Inc., 573 F.3d 167, 174-75 (4th Cir. 2009). When resolving a dispute over the proper construction of a contract governed by North Carolina law, a court s primary purpose is to ascertain and give effect to the intention of 3 the parties. Schenkel & Shultz, Inc. v. Hermon F. Fox & Assocs., P.C., 658 S.E.2d 918, 921 (N.C. 2008); see Woods v. Nationwide Mut. Ins. Co., 246 S.E.2d 773, 777 (N.C. 1978). When the contractual terms are unambiguous, the parties intent as to their meaning is self-evident. Harleysville Mut. Ins. Co. v. Buzz Off Insect Shield, L.L.C., 692 S.E.2d 605, 612 (N.C. 2010). And when the contract defines a term, the court must ascribe that meaning to the term in order to effect the intent of the parties. Id.; Woods, 246 S.E.2d at 777. By contrast, when the contractual language is fairly and reasonably susceptible to either of the constructions Harleysville, 692 omitted), is it S.E.2d at ambiguous contract is for the jury. for which 612 and the (internal the parties contend, quotation interpretation marks of the Schenkel & Shultz, 658 S.E.2d at 921. Here, Metropolitan argues that Meridian breached the Purchase Agreement because its employees had actual knowledge that hazardous materials remained on the Property at the time the agreement was signed. But Metropolitan s arguments are not supported by the plain language of the Purchase Agreement, which defines actual knowledge of knowledge employees of as the current, Meridian. None actual of the conscious pertinent deposition testimony indicates that any Meridian employee had actual knowledge that any hazardous materials were on site at 4 the time without the Purchase deciding negligence, Agreement that the Metropolitan s did not only Metropolitan demonstrating record point more than signed. Even demonstrates must against against can anything was claims warrant Agreement warranted Because Agreement fail. Meridian s actual in worst of Purchase negligence; nothing at degree The Meridian s to a assuming the knowledge. the record negligence or ignorance on the part of Meridian s employees rather than actual knowledge, the district court properly entered summary judgment on this claim. Second, Metropolitan contends that the district court erroneously entered summary judgment in favor of Meridian s contract counterclaim because, in Metropolitan s view, a jury could conclude that the Purchase Agreement did not obligate Metropolitan to provide Meridian with access to anything other than the Property at large, wells that were monitoring not to the destroyed. specific Our groundwater review of the Purchase Agreement convinces us that Metropolitan s focus on the pertinent phrase, removed from its surrounding context, flouts the principle that contracts must be construed as a whole, considering provisions. each provision in relation to all other Schenkel & Shultz, 658 S.E.2d at 921 (internal quotation marks omitted); see also State v. Philip Morris USA Inc., 685 S.E.2d 85, 90 (N.C. 2009); Woods, 246 S.E.2d at 777; 5 Lane v. Scarborough, 200 S.E.2d 622, 625 (N.C. 1973). contracts are to common sense. be construed consistently with Moreover, reason and Variety Wholesalers, Inc. v. Salem Logistics Traffic Servs., LLC, 723 S.E.2d 744, 748 (N.C. 2012) (internal quotation marks omitted). In our view, the district court properly concluded that the Purchase Agreement committed Metropolitan to reasonably facilitate Meridian s access to the groundwater on the Property, which Meridian was required by North Carolina authorities to monitor periodically. Further, the district court did not err in concluding that Metropolitan s repeated destruction of the groundwater the absence monitoring of any wells record Metropolitan s conduct. was patently evidence unreasonable, explaining or given justifying See Burton v. Williams, 689 S.E.2d 174, 177 (N.C. Ct. App. 2010); Harris v. Stewart, 666 S.E.2d 804, 808 (N.C. Ct. App. 2008). Accordingly, we affirm the judgment of the district court. legal before We dispense with oral argument because the facts and contentions this Court are adequately and argument presented will not in aid the the material decisional process. AFFIRMED 6
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