Cyberlock Consulting, Inc. v. Information Experts, Inc., No. 13-1599 (4th Cir. 2014)
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UNPUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT No. 13-1599 CYBERLOCK CONSULTING, INC., Plaintiff - Appellant, v. INFORMATION EXPERTS, INC., Defendant -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 Affirmed by unpublished per curiam opinion.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 Unpublished opinions are not binding precedent in this circuit.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 Cyberlock s breach Experts, of Inc. contract (IE), claim with under respect Virginia to law. Cyberlock also challenges the district court s grant of IE s motion to strike certain extrinsic intent offered by Cyberlock. evidence of the parties 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 agreement to agree. reasoning in striking and Id. at constitute 580. an unenforceable district court s extrinsic Cyberlock s The evidence of the parties intent is its conclusion that, because the contract is unambiguous, extrinsic evidence is terms of the unambiguous language. Having reviewed the inadmissible to alter the Id. at 580-82. 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 to the contractual provisions sought to be enforced by Cyberlock. We dispense have with at hand oral in this argument case because with the respect facts and legal contentions are adequately presented in the materials before the court and argument would not aid the decisional process. AFFIRMED - 3 -
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