Space Technology Development v. Boeing Company, 4th Cir. (2006)
Space Technology Development v. Boeing Company, 4th Cir. (2006)
Space Technology Development v. Boeing Company, 4th Cir. (2006)
No. 05-1671
Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria. Leonie M. Brinkema, District
Judge. (CA-05-411-1)
Argued:
Decided:
Search
Sciences,
Inc.
(ESSI),
and
Accuprobe,
Inc.
ruling is affirmed.
I.
STDC and ESSI began to negotiate a joint venture with Boeing
for the completion, launch, and deployment of a Naval EarthMap
Observer Satellite (NEMO) in October 1999.
NEMO contained an
for
sale
to
third
parties
(Project).
Following
the
First, Paragraph
(J.A. 19.)
for
breach
of
termination.
any
of
the
Binding
Provisions
prior
to
the
Id.
(J.A. 21.)
It
II.
This Court reviews the dismissal of an action under Rule
12(b)(6) de novo.
2002).
Migdal
v. Rowe Price-Fleming Int'l Inc., 248 F.3d 321, 325 (4th Cir.
2001).
This Court must also accept as true the facts set forth in
the
Court
need
not
accept
as
true
conclusions
or
936 F.2d 1462, 1465 (4th Cir. 1991) (In the event of conflict
between the bare allegations of the complaint and any exhibit
attached pursuant to Rule 10(c) . . . the exhibit prevails.).
As
matter
of
public
record,
or
fact
that
has
been
this
is
contract
claim
based
on
diversity
See Hall v. Virginia, 385 F.3d 421, 424 n.3 (4th Cir. 2004)
(citing Papasan v. Allain, 478 U.S. 265, 268 n.1 (1986)).
4
McLean Sav. & Loan Assn, 831 F.2d 1238, 1241 (4th Cir. 1987).
III.
In this case, the parties clearly intended to be bound by the
paragraphs contained in the Binding Provisions. This is evident by
the language in the paragraph preceding the Binding Provisions,
which states [u]pon execution by ESSI and Boeing of this Letter .
. . the following lettered paragraphs . . . will constitute the
legally binding and enforceable agreement of ESSI/STDC and Boeing.
(J.A. 17.)
138.
legally
permitted
to
terminate
its
obligations
prior
to
performance.
Appellants argue that Boeing breached the Letter of Intent by
its (1) failure to loan interim financing in the amount of $1
million; (2) failure to negotiate in good faith to arrive at a
mutually
acceptable
LLC
Agreement;
(3)
failure
to
use
all
Creek
Assocs.
Ltd.,
831
F.2d
at
1241.
Furthermore,
The complaint does not allege that there was an LLC in existence
prior to Boeings termination.
(J.A. 18.)
(J.A. 8.)
Furthermore,
Because the LLC was not formed, Boeing could not have
place, Boeing did not breach the Letter of Intent before April 21.
Having found that prior to the April 21 Letter, Boeing had not
breached its obligations to Appellants, this Court agrees with the
district court when it ruled that the April 21 Letter terminated
Boeings future obligations.
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IV.
Accordingly,
the
district
courts
ruling
to
dismiss
12