Professional Documents
Culture Documents
No. 15-1547
MCG, INC.,
Plaintiff - Appellant,
v.
MGSJ HOLDINGS,
MENDIETA,
INC.;
MICHAEL
MOORE;
GARY
WARD;
STEVEN
Defendants - Appellees.
Appeal from the United States District Court for the District of
Maryland, at Baltimore. George L. Russell, III, District Judge.
(1:14-cv-03997-GLR)
Submitted:
Decided:
PER CURIAM:
MCG, Inc. (MCG) appeals the district courts order granting
judgment
on
the
pleadings,
or
in
the
alternative,
summary
this
civil
contract.
action
arising
out
of
an
alleged
breach
of
MCG,
Holdings.
and
Ward
and
Moore
and
Ward,
who
signed
as
principals
of
cancelled
the
Investment
Agreement,
and
MCG
We have
thoroughly reviewed the record and find that the district court
did not err in granting Defendants motion for judgment on the
pleadings,
Accordingly,
or,
we
in
affirm
the
the
alternative,
district
summary
courts
order
judgment.
for
the
Edwards v.
in
those
cases
where
pleadings,
affidavits,
and
as
matter
of
law.
Fed.
R.
Civ.
P.
56(c);
see
A material
fact is one that might affect the outcome of the suit under the
governing law.
248 (1986).
Id.
II.
negotiate
with
Mendieta
entered
Moore,
and
individual
MCG
establishing
into
failed
bank
an
entities.
As
Investment
to
accounts
perform
with
the
sole
director,
Agreement
with
Ward
two
condition
specific
and
precedent
signers
as
the
of
the
condition
precedent
circumstances
of
was
its
not
fulfilled,
fulfillment,
and
Holdings, Ward, Moore, and Mendieta did not breach the contract.
The district court also addressed an additional argument
that the ratification of the agreement compelled Holdings to
perform
under
the
contract.
Again,
the
district
court
concluded that a contract did not exist because MCG did not
fulfill
the
condition
precedent.
The
court
alternatively
principle reason MCGs claims fail is that MCG did not meet the
condition precedent set forth in the Investment Agreement.
In Maryland, * the interpretation of a contract is a question
of
law,
and
courts
interpret
contracts
objectively.
Nova
Research, Inc. v. Penske Truck Leasing Co., 952 A.2d 275, 283
(Md. 2008).
Storetrax.com, Inc. v.
Gurland, 895 A.2d 355, 367 (Md. Ct. Spec. App. 2006), affd, 915
A.2d 991 (Md. 2007).
for
breach
of
contract,
plaintiff
must
prove
that
the
Taylor v. NationsBank,
In this
case, the duties owed are set forth in the Investment Agreement.
Among
other
things,
the
loans,
MCG
bank
Investment
Agreement
included
accounts
[shall]
bear
two
signers
only,
before
arises.
duty
of
immediate
performance
of
promise
Generally,
when
condition
precedent
is
unsatisfied,
the
Monro
Muffler/Brake,
Inc.,
891
A.2d
384,
391-92
(Md.
Ct.
to
withdraw
from
investing
in
MCG,
or
cancel
the
district
court
also
did
not
err
when
it
held
that
consent,
even
though
there
424
(Md.
Ct.
Spec.
App.
is
no
provision
in
the
2006)
(internal
quotation
and
citation omitted).
writing
release
or
orally,
themselves
from
its
obligations.
Cmty.
(discussing
how
Coll.,
a
385
contract
A.2d
may
1185,
be
1189-90
rescinded
(Md.
1978)
through
mutual
as
the
sole
director
of
MCG,
decided
to
abandon,
or
MCG cannot
the
district
court
did
not
err
when
it
on Shapiro v. Greenfield, 764 A.2d 270, 278 (Md. Ct. Spec. App.
2000),
to
assert
that
the
district
court
applied
the
wrong
corporate
opportunity
when
he
simply
ended
the
Investment
Articles
as
the
of
sole
Incorporation
director.
As
vested
sole
Mendieta
director,
with
Mendieta
Mendieta could
the
district
court
did
not
err
when
it
As a
granted
dispense
contentions
with
are
oral
argument
adequately
because
presented
in
the
facts
and
the
materials
legal
before
this court and argument would not aid the decisional process.
AFFIRMED