                                                               NOT PRECEDENTIAL

                       UNITED STATES COURT OF APPEALS
                            FOR THE THIRD CIRCUIT
                                 ___________

                                       No. 13-4763
                                       ___________

                                   SALAM ALJAWAD

                                             v.

            SALAM MAJEED; DEBORAH MAJEED, a/k/a Deborah Covey;
                BEDHR MAJEED; JOHN DOES 1 THROUGH 10

                                   Salam Majeed,
                                              Appellant
                       ____________________________________

                     On Appeal from the United States District Court
                        for the Eastern District of Pennsylvania
                         (D.C. Civil Action No. 2:11-cv-04321)
                     District Judge: Honorable Edmund V. Ludwig
                      ____________________________________

                    Submitted Pursuant to Third Circuit LAR 34.1(a)
                                     May 8, 2015

         Before: RENDELL, GREENAWAY, JR., and SCIRICA, Circuit Judges

                              (Opinion filed: June 10, 2015)
                                     ___________

                                        OPINION*
                                       ___________



PER CURIAM

*
 This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not
constitute binding precedent.
       Pro se appellant Salam Majeed appeals from the United States District Court for

the Eastern District of Pennsylvania’s December 4, 2013 order confirming the judgment

entered against him earlier in this breach of contract action. We will affirm.

                                             I.

       Majeed was one of several defendants in a breach of contract complaint filed in

the District Court by plaintiff/appellee Salam Aljawad in 2011. The complaint concerned

the breakdown of Aljawad and Majeed’s joint venture, which involved installing energy-

saving devices (motion sensors) in hotel rooms. Aljawad alleged that Majeed had

received in excess of $72,000 and “other checks” for work performed by the joint

venture, but refused to share those proceeds with Aljawad. The complaint also alleged,

inter alia, that Majeed had made false and disparaging remarks about Aljawad to a

supplier, in an attempt to persuade that supplier to deal only with Majeed. In light of

these allegations, Aljawad sought compensatory and punitive damages, as well as various

other relief.

       Soon after the litigation began, Aljawad and Majeed entered into a settlement

agreement, providing—among other things—that, within 90 days of receiving 1,263

motion sensors, Majeed was to pay Aljawad $24,225. The settlement was not finalized,

however, as each party claimed that the other had failed to comply with its terms.

Aljawad claimed that Majeed had not paid as required by the settlement agreement.

Majeed, on the other hand, claimed that he was not required to pay because Aljawad had

sent only 1,248 motion sensors. Upon the District Court’s order, Aljawad and Majeed

submitted evidence concerning implementation of the settlement agreement, which the

                                             2
District Court treated as cross-motions for summary judgment on the issues of whether “a

settlement agreement of the original dispute was reached and whether it ha[d] been

violated.” (Dist. Ct. Mem. entered Jan. 31, 2013, at 2.)

       On January 31, 2013, the District Court entered judgment in favor of Aljawad in

the amount of $24,093.75. The judgment reflected the amount due for the 1,248 sensors

that Majeed had received. The District Court determined that the settlement agreement

was unambiguous, and applied Pennsylvania law to conclude that Aljawad’s breach

(failing to provide 15 sensors) was not material. In considering this issue, the District

Court noted that Aljawad offered to deduct the price of the missing sensors, and

determined that his explanation for the shortfall was reasonable.1 The District Court

further concluded that Majeed had received the benefit of his bargain, and to the extent he

had not, he could be compensated for his loss by Aljawad’s offered reduction in the

amount due. As a result, the District Court concluded that Aljawad had substantially

performed under the settlement agreement, and that Majeed was not excused from

complying with the terms of the agreement.

       Majeed’s initial appeal to this Court was dismissed for lack of jurisdiction because

the District Court had not disposed of the claims against the remaining defendants. On

December 4, 2013, the District Court dismissed the claims against the remaining

defendants, and confirmed the judgment against Majeed for the reasons set forth in its

January 31, 2013 memorandum. Majeed once again appeals.

1
 Aljawad asserted that “some motion sensors were missing from completed jobs and [he]
was required to provide and/or install the missing sensors before receiving payment on
account of those jobs.” (Dist. Ct. Mem. entered Jan. 31, 2013, at 3-4.)
                                              3
                                             II.

       The District Court had diversity jurisdiction over this lawsuit pursuant to 28

U.S.C. § 1332,2 and we have jurisdiction to review the District Court’s December 4, 2013

order under 28 U.S.C. § 1291. In that order, the District Court confirmed its January 31,

2013 order, which granted judgment in favor of Aljawad. It is this determination that

Majeed challenges. Our review of a district court’s summary judgment decision is

plenary. See Howley v. Mellon Fin. Corp., 625 F.3d 788, 792 (3d Cir. 2010). Summary

judgment is appropriate if, viewing the facts in the light most favorable to the non-

moving party, there is no genuine issue of material fact and the moving party is entitled

to judgment as a matter of law. See Fed. R. Civ. P. 56(a).

       As the parties did not dispute the validity of the settlement agreement, the issue

before the District Court was whether, under Pennsylvania law, the settlement agreement

was materially breached. See Int’l Diamond Imps., Ltd. v. Singularity Clark, L.P., 40

A.3d 1261, 1271 (Pa. Super. Ct. 2012) (“[T]he non-breaching party does not have a right

to suspend performance if the breach is not material.”) (quotation marks omitted). To




2
  Early in the case, Majeed argued that the District Court lacked jurisdiction under § 1332
because the amount in controversy did not exceed $75,000. “‘The sum claimed by the
plaintiff controls if the claim is apparently made in good faith. It must appear to a legal
certainty that the claim is really for less than the jurisdictional amount to justify
dismissal.’” Dardovitch v. Haltzman, 190 F.3d 125, 135 (3d Cir. 1999) (quoting St. Paul
Mercury Indem. Co. v. Red Cab Co., 303 U.S. 283, 288-89 (1938)). Here, Aljawad’s
claim that the amount in controversy exceeded $75,000 appears to have been made in
good faith, and it is far from a “legal certainty” that the amount in controversy was
actually less than the jurisdictional threshold. Accordingly, dismissal for lack of
jurisdiction was not warranted.
                                             4
determine whether a breach is material, Pennsylvania courts consider the following five

factors:

              a) the extent to which the injured party will be deprived of the
              benefit which he reasonably expected;

              b) the extent to which the injured party can be adequately
              compensated for that part of the benefit of which he will be
              deprived;

              c) the extent to which the party failing to perform or to offer
              to perform will suffer forfeiture;

              d) the likelihood that the party failing to perform or offer to
              perform will cure his failure, taking account of all the
              circumstances including any reasonable assurances;

              e) the extent to which the behavior of the party failing to
              perform or offer to perform comports with standards of good
              faith and fair dealing.

Widmer Eng’g, Inc. v. Dufalla, 837 A.2d 459, 467 (Pa. Super. Ct. 2003) (quoting

Restatement (Second) of Contracts § 241 (1981)).

       In this case, the District Court correctly identified and applied the Restatement

factors to determine that a reasonable jury could not conclude that Aljawad’s delivery of

1,248 (rather than 1,263) motion sensors was a material breach. Majeed received the

benefit of his bargain and was adequately compensated for any loss, as Aljawad offered

to lower the payment based on the delivery shortage. Accordingly, the District Court

properly entered judgment against Majeed in the amount due under the settlement

agreement (minus $131.25 for the 15 sensors that were not delivered), and his arguments

to the contrary are unpersuasive.

       Based on the foregoing, we will affirm.

                                             5
