UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 04-1111
JOHN P. WELDON, d/b/a Corporate Dynamics,
Plaintiff - Appellant,
versus
INNOVATIVE MANAGEMENT CONCEPTS, INCORPORATED,
Defendant - Appellee.
Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria. Claude M. Hilton, Chief
District Judge. (CA-03-363-A)
Argued: September 29, 2004 Decided: October 29, 2004
Before WILKINS, Chief Judge, and NIEMEYER and SHEDD, Circuit
Judges.
Affirmed by unpublished per curiam opinion.
ARGUED: James Stephen DelSordo, HALLORAN & SAGE, L.L.P.,
Washington, D.C., for Appellant. Brian Paul Waagner, WICKWIRE
GAVIN, P.C., Vienna, Virginia, for Appellee.
Unpublished opinions are not binding precedent in this circuit.
See Local Rule 36(c).
PER CURIAM:
John P. Weldon appeals a district court order granting
summary judgment in favor of Innovative Management Concepts, Inc.
(IMC) in this case arising from an agreement calling for
cooperation in the pursuit of business opportunities with the
United States government (the Agreement). We affirm.
I.
Weldon is a software developer, and IMC is engaged in the
business of providing services to the United States government.
Under the Agreement, Weldon and IMC planned to work together to
identify possible government customers and respond to their
requests for proposals. In the event IMC was awarded a contract
that called for the provision of Weldon’s software, the parties
agreed that they would attempt to negotiate an appropriate
subcontract. Regarding proposals to the United States Air Force,
the Agreement required IMC to communicate with the Air Force and
Weldon to provide any necessary technical information. The
Agreement further provided that unless they agreed differently in
subcontract negotiations, both parties would be responsible for
their own expenses.
This case arises out of IMC’s presentation of Weldon’s
software to the Air Force as part of its Air Expeditionary Wing
Analysis System (AEWAS). AEWAS is a software system that provides
2
training for Air Force personnel as well as detailed unit-level
analysis of Air Force operations. A concept paper that IMC and Air
Force personnel jointly prepared named Weldon’s software as one of
two possible means for providing the unit-level analysis. Although
IMC was eventually awarded the Air Force contract, the contract did
not call for the use of Weldon’s software. IMC therefore did not
attempt to negotiate any subcontract with Weldon.
Weldon subsequently filed this suit against IMC alleging
that IMC had failed to meet its obligations under the Agreement.
The district court dismissed four of Weldon’s original seven claims
at the pleadings stage. After discovery was concluded, the
district court granted IMC’s motion for summary judgment on
Weldon’s remaining claims for breach of contract, quantum meruit,
and misappropriation of trade secrets.
II.
Weldon first argues that the district court erred in
granting summary judgment against him on his breach of contract
claim. We disagree.
Weldon asserts that IMC breached the Agreement by failing
to award him a subcontract after receiving the Air Force contract.
However, under the terms of the Agreement, IMC had no obligation to
even negotiate with Weldon because the Air Force contract did not
call for Weldon’s software. Moreover, even if the Air Force
contract had called for use of Weldon’s software, the Agreement
3
specifies no scope of work, price, or duration for any resulting
subcontract; rather, it is merely an agreement to negotiate. Such
indefiniteness precludes a successful breach of contract claim
alleging IMC’s improper failure to award a subcontract. See W.J.
Schafer Assocs. v. Cordant, Inc., 493 S.E.2d 512, 515 (Va. 1997).
III.
Weldon also argues that the district court erred in
granting summary judgment against him on his quantum meruit claim
seeking payment for benefits he conferred upon IMC in preparing and
submitting the Air Force contract proposal. Again, we disagree.
Weldon’s quantum meruit claim fails as a matter of law
because the Agreement requires each party to bear its own costs and
expenses related to the preparation and submission of proposals:
Each party shall bear all costs, risks, and
liabilities incurred by it from the discharge
of its obligations and efforts under this
agreement during the pre-proposal and proposal
period. This period is defined as the period
up to an award of a prime contract....
Neither party shall have any right to
reimbursement, payment, or compensation of any
kind from the other party during the period to
the award of a contract....
J.A. 34-35 (emphasis added). Although the Agreement is not
sufficiently definite to support a claim for IMC’s failure to award
Weldon a subcontract, nothing prevents the enforcement of the
requirement that each party bear its own costs. See Raymond,
Colesar, Glaspy & Huss, P.C. v. Allied Capital Corp., 961 F.2d 489,
4
491 (4th Cir. 1992) (holding under Virginia law that “[o]ne cannot
obtain quantum meruit relief from another if he has expressly
delineated the contractual obligations the two will have on the
subject in question”). In any event, the mere existence of the
parties’ agreement to bear their own costs makes unreasonable any
expectation that Weldon may have had that he would be reimbursed
for expenses he incurred in performance of the Agreement. See id.
(holding that to establish quantum meruit liability under Virginia
law, a plaintiff must have had a reasonable expectation of
receiving payment, and the defendant must have reasonably expected
to pay).
IV.
In sum, the district court properly granted summary
judgment against Weldon.
AFFIRMED
5