UNPUBLISHED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Affirmed by unpublished per curiam opinion.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Unpublished opinions are not binding precedent in this circuit.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 Experts, Inc. (IE), with respect to
Cyberlock’s breach of contract claim under Virginia law.
Cyberlock also challenges the district court’s grant of IE’s
motion to strike certain extrinsic evidence of the parties’
intent offered by Cyberlock. 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 and constitute “an unenforceable
agreement to agree.” Id. at 580. The district court’s
reasoning in striking Cyberlock’s extrinsic evidence of the
parties’ intent is its conclusion that, because the contract is
unambiguous, extrinsic evidence is inadmissible to alter the
terms of the unambiguous language. Id. at 580-82.
Having reviewed the 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
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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 have at hand in this case with respect to the
contractual provisions sought to be enforced by Cyberlock. We
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
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