              Not for Publication in West's Federal Reporter
          United States Court of Appeals
                       For the First Circuit

No. 18-1110

  PETER L. KNOX, as attorney-in-fact for Margaret A. Knox under
                        power of attorney,

                       Plaintiff, Appellant,

                                   v.

   THE VANGUARD GROUP, INC., VANGUARD FIDUCIARY TRUST COMPANY,
               and VANGUARD MARKETING CORPORATION,

                       Defendants, Appellees.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF MASSACHUSETTS

        [Hon. F. Dennis Saylor, IV, U.S. District Judge]


                                 Before

                   Thompson, Selya, and Lipez,
                         Circuit Judges.


     Michael J. Markoff, with whom Carmel A. Gilberti and Gilberti
Law, PC, were on brief for appellant.
     William M. Taylor, with whom Jaclyn M. Essinger, Michael E.
Baughman, and Pepper Hamilton LLP, were on brief for appellees.


                         September 28, 2018
            Per Curiam.     We have carefully reviewed the parties'

briefs and the record on appeal and conclude that the district

court's judgment should be affirmed on essentially the grounds

stated in its well-reasoned Memorandum and Order of January 5,

2018.

            In brief, a contract existed between the parties, and

the plain terms of that contract govern this dispute. Under the

contract,   Appellees     were   entitled   to   require   a   request   for

distribution be made in a "form and manner acceptable" to them.

They therefore did not breach their contractual obligations when

they refused Appellant's requests for distribution, which were

made in a manner and form unacceptable to Appellees. Moreover,

appellant was not entitled to relief on any other theory of

recovery.

            Affirmed.




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