                             UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                             No. 05-2180



ATLANTIGAS CORPORATION,

                                              Plaintiff - Appellant,

          and

TRIAD ENERGY RESOURCES CORPORATION; ENERGY
MARKETING    SERVICES,     INCORPORATED;     AGF,
INCORPORATED; ADVANTAGE ENERGY MARKETING,
INCORPORATED; 1564 EAST LANCASTER AVENUE
BUSINESS   TRUST;    NICOLE     GAS    MARKETING,
INCORPORATED;    STAND   ENERGY      CORPORATION,
PLAINTIFF   CLASS:    Natural     Gas   Marketing
Customers   of    Columbia    Gas    Transmission
Corporation (“TCO”) That Were Damaged By An
Illegal Gas Scheme Perpetrated By Defendants,

                                                        Plaintiffs,

          versus

COLUMBIA    GAS   TRANSMISSION   CORPORATION;
COLUMBIA GULF TRANSMISSION COMPANY; COLUMBIA
LNG CORPORATION; CLNG CORPORATION; DOMINION
COVE POINT LNG, LP; DOMINION COVE POINT LNG
COMPANY, LLC, DEFENDANT CLASS A:        Three
Federally Regulated Interstate Natural Gas
Pipeline Companies (Columbia Gas Transmission
Company,   Columbia   Gas  Gulf  Transmission
Company, And The Cove Point LNG Limited
Partnership) That Participated in An Illegal
Scheme, etc.; BASE PETROLEUM INCORPORATED;
HOWARD ENERGY COMPANY, INCORPORATED; DYNEGY,
INCORPORATED; SEMCO PIPELINE COMPANY; SEMCO
ENERGY   VENTURES,   INCORPORATED;   VIRGINIA
ELECTRIC AND POWER COMPANY; EL PASO MERCHANT
ENERGY,   LP;    COLUMBIA   ENERGY   SERVICES
CORPORATION,
                                           Defendants - Appellees.


Appeal from the United States District Court for the Southern
District of West Virginia, at Charleston.     Robert C. Chambers,
District Judge. (CA-04-867-2; CA-04-868-2; CA-04-869-2; CA-04-870-
2; CA-04-871-2; CA-04-872-2; CA-04-873-2; CA-04-874-2)


Argued:   September 19, 2006           Decided:   December 19, 2006


Before SHEDD and DUNCAN, Circuit Judges, and Richard L. VOORHEES,
United States District Judge for the Western District of North
Carolina, sitting by designation.


Affirmed by unpublished per curiam opinion.


ARGUED: Barry Bach, HODES, ULMAN, PESSIN & KATZ, P.A., Towson,
Maryland, for Appellant.      G. Hamilton Loeb, PAUL, HASTINGS,
JANOFSKY & WALKER, L.L.P., Washington, D.C.; Roxane A. Polidora,
Ryan Takemoto, PILLSBURY, WINTHROP, SHAW & PITTMAN, L.L.P., San
Francisco, California, for Appellees.        ON BRIEF: Steven B.
Schwartzman, Eric W. Gunderson, HODES, ULMAN, PESSIN & KATZ, P.A.,
Towson, Maryland, for Appellant. Sabrina Rose Smith, Christopher
T. Timura, PAUL, HASTINGS, JANOFSKY & WALKER, L.L.P., Washington,
D.C., Thomas R. Goodwin, Johnny M. Knisely, II, GOODWIN & GOODWIN,
L.L.P., Charleston, West Virginia, for Appellees Columbia Gas
Transmission Corporation, Columbia Gulf Transmission Company,
Columbia LNG Corporation, CLNG Corporation, Base Petroleum,
Incorporated, and Columbia Energy Services Corporation; John H.
Tinney, Charleston, West Virginia, James W. Draughn, Jr., Michael
S. Becker, KIRKLAND & ELLIS, L.L.P., Washington, D.C., for
Appellees SEMCO Pipeline Company and SEMCO Energy Ventures,
Incorporated; Jeffrey M. Wakefield, Erica M. Baumgras, FLAHERTY,
SENSABAUGH & BONASSO, Charleston, West Virginia, Howard Feller,
Bryan A. Fratkin, J. Brent Justus, MCGUIREWOODS, L.L.P., Richmond,
Virginia, for Appellees Dominion Cove Point LNG, LP, Dominion Cove
Point LNG Company, LLC, Defendant Class A: Three Federally
Regulated Interstate Natural Gas Pipeline Companies (Columbia Gas
Transmission Company, Columbia Gulf Transmission Company, and The
Cove Point LNG Limited Partnership) That Participated in An Illegal
Scheme, etc., and Virginia Electric and Power Company; Mark E.
Williams, HUDDLESTON BOLEN, Huntington, West Virginia, Steven Dahm,
PILLSBURY, WINTHROP, SHAW & PITTMAN, L.L.P., San Francisco,

                                2
California,   for   Appellee   Dynegy,   Incorporated;   David   K.
Hendrickson, HENDRICKSON & LONG, Charleston, West Virginia, Paul J.

Franzetti, MCDADE, FOGLER & MAINES, Houston, Texas, for Appellee El
Paso Merchant Energy, LP.


Unpublished opinions are not binding precedent in this circuit.




                                3
PER CURIAM:

     In this contract action, the district court granted Appellees’

joint motion to dismiss Appellant AtlantiGas Corporation’s claims

arising out of an alleged illegal natural gas parking and lending

scheme perpetrated by Appellees on the basis that AtlantiGas

Corporation (“AtlantiGas”) lacked standing due to its sale of those

claims under an Asset Purchase Agreement.         AtlantiGas appeals the

district court’s disposition.         For the reasons that follow, we

affirm.



                                     I.

     Gaslantic Corporation (“Gaslantic”) was a purchaser of natural

gas supplies in the wholesale market for resale to commercial and

industrial end-user customers, who in turn burned the gas for

heating    or   manufacturing     purposes.    Gaslantic      also   provided

advisory    services   to   the   end-user    natural   gas   customers   in

connection with those customers’ acquisition of natural gas.

     In September 1998, pursuant to an Asset Purchase Agreement

(the “Agreement”), Pepco Services, Inc. (“PSI”) agreed to purchase

and Gaslantic agreed “to sell, transfer, convey, and deliver to

[PSI] . . . all of the Acquired Assets for the consideration

specified [in the Agreement].”            The parties defined the term

“Acquired Assets” in part as “all right, title, and interest in and

to all of the assets and properties of [Gaslantic] owned, used or


                                      4
held for use by [Gaslantic] primarily in connection with the

Business, whether tangible or intangible, whether real, personal,

or mixed, whether fixed, contingent or otherwise, and wherever

located. . . .”       The “Business” as defined in the Agreement is

limited to the “business of retail natural gas marketing and

advisory services.”        In addition to selling all of its Acquired

Assets,   Gaslantic       agreed    to   change    its   name   to   AtlantiGas

Corporation and contracted, as AtlantiGas, not to engage in any

natural gas related business for a specified period of time.

      In consideration for Gaslantic’s sale of all of its Acquired

Assets, PSI agreed to pay Gaslantic $4.23 million plus Contingent

Payments, which were calculated according to PSI’s annual gross

earnings.

      In February 1999, subsequent to consummation of the PSI and

Gaslantic Agreement, two natural gas pipeline companies, Columbia

Gas   Transmission     Corporation       and   Columbia     Gulf   Transmission

Company, disclosed their conduct in an alleged illegal parking and

lending   scheme     to    the   Federal     Energy   Regulatory     Commission

(“FERC”).   According to this disclosure, from 1996 to May 1999,

three   pipeline   companies       (“Pipeline     Company   Defendants”)   were

allegedly providing eight select natural gas shipper companies

(“Select Shipper Defendants”) with illegal natural gas storage and

transportation services in exchange for “kickback” payments.               The

scheme allegedly allowed the Select Shipper Defendants to deliver


                                         5
natural gas at locations and prices that other natural gas shippers

could not meet.

     FERC instituted an investigation and in October 2000, issued

an order approving a Stipulation and Consent Agreement with regard

to the two pipeline companies who reported their actions.              Under

this order, Columbia Gas Transmission Corporation and Columbia Gulf

Transmission    Company   agreed     to    refund   certain   penalties    and

disgorge profits to the industry participants who FERC found had

been illegally excluded from the scheme.

     Thereafter, on October 22, 2004, AtlantiGas joined seven other

“non-select”    natural       gas    shipper    companies       (collectively

“Plaintiffs”)   in   filing    a    proposed   class   action    against   the

Pipeline Company Defendants and the Select Shipper Defendants

(collectively “Appellees”) in West Virginia state court, seeking

damages under theories of breach of contract, unjust enrichment,

and violations of state and federal antitrust laws.                Appellees

removed the case to federal court.          Subsequently, Appellees filed

a joint motion to dismiss AtlantiGas pursuant to Rule 12(b)(1) of

the Federal Rules of Civil Procedure for lack of subject matter

jurisdiction.    In short, Appellees contended that pursuant to the

terms of the Agreement AtlantiGas had sold the claims it asserted

in the underlying lawsuit to PSI and, therefore, did not have

standing to pursue those claims against Appellees.




                                       6
                                     II.

                                     A.

       The district court dismissed all of AtlantiGas’s claims,

concluding that AtlantiGas had sold all its claims under the terms

of the Agreement. The district court found that the language of the

Agreement was clear and unambiguous on its face and that since the

claims arising out of the alleged illegal parking and lending

scheme    had   been   transferred   to    PSI   as   part   of    the   sale   of

Gaslantic, AtlantiGas had not suffered a redressable injury and,

therefore, did not have standing to pursue the instant claims

against Appellees.        On appeal AtlantiGas challenges the district

court’s conclusion.

       This court reviews the district court’s dismissal for lack of

subject matter jurisdiction de novo.             Richmond, Fredericksburg &

Potomac R.R. Co. v. United States, 945 F.2d 765, 768-69 (4th Cir.

1991) (citing Revene v. Charles County Comm’rs, 882 F.2d 870, 872

(4th Cir. 1989); Shultz v. Dept. of the Army, 886 F.2d 1157, 1159

(9th Cir. 1989)).      In ruling on a Rule 12(b)(1) motion a court must

apply the standard applicable to a motion for summary judgment,

under which the nonmoving party must set forth specific facts

beyond the pleadings to show that a genuine issue of material fact

exists.    Richmond, 945 F.2d at 768 (citing Trentacosta v. Frontier

Pacific Aircraft Indus., 813 F.2d 1553, 1558 (9th Cir. 1987)).

“The     moving   party     should   prevail      only   if       the    material


                                      7
jurisdictional facts are not in dispute and the moving party is

entitled to prevail as a matter of law.”   Id. (citing Trentacosta,

813 F.2d at 1558).

     We apply the substantive law of the State of Delaware to

AtlantiGas’s claims, as the parties agreed that the Agreement is

“governed by and construed in accordance with the domestic laws of

Delaware.”   See Erie R.R. Co. v. Tompkins, 304 U.S. 64, 78 (1938),

Klaxon Co. v. Stentor Electric Mfg. Co., 313 U.S. 487, 496-97

(1941) and Oglesby v. Penn Mutual Life Ins. Co., 877 F. Supp. 872,

878 (D. Del. 1994) (noting that “[u]nder Delaware law, where

contracting parties have agreed on what law governs, a court may

forgo independent analysis and accept the parties’ agreement”)

(citing Wilmington Trust Co. v. Wilmington Trust Co., 24 A.2d 309,

313 (Del. Ch. 1942); Rosenmiller v. Bordes, 607 A.2d 465, 468 (Del.

Ch. 1991); National Acceptance Co. of California v. Mark S. Hurm,

M.D., P.A., CA 84L-JN-7, 1989 WL 70953 *1 (Del. Super. Ct. June 16,

1989)).

                                B.

     A court does not have subject matter jurisdiction over an

individual who does not have standing.     “Standing is a threshold

jurisdictional question which ensures that a suit is a case or

controversy appropriate for the exercise of the courts’ judicial

powers under the Constitution of the United States.” Pye v. United

States, 269 F.3d 459, 466 (4th Cir. 2001) (citing Steel Co. v.


                                 8
Citizens for a Better Env’t, 523 U.S. 83, 102 (1998)).                  The core

goal of the standing requirement is to ensure that a plaintiff has

enough of a stake in the case to litigate it properly.                  Id.

     There    are       three   basic    components    to   standing:    injury,

causation and redressability.            Marshall v. Meadows, 105 F.3d 904,

906 (4th Cir. 1997).            To satisfy the constitutional standing

requirement,       a   plaintiff   must    provide    sufficient    evidence   to

support the conclusion that: (1) plaintiff suffered an injury in

fact, which is an invasion of a legally protected interest that is

concrete     and       particularized,     and   actual     or   imminent,     not

conjectural or hypothetical; (2) there is a causal connection

between the injury and the conduct complained of; and (3) it is

likely, as opposed to merely speculative, that the injury will be

redressed by a favorable decision of the court. Lujan v. Defenders

of Wildlife, 504 U.S. 555, 560-61 (1992) (citations and internal

quotation marks omitted); White Tail Park, Inc.                  v. Stroube, 413

F.3d 451, 458 (4th Cir. 2005).



                                        III.

                                          A.

     AtlantiGas initially contends that the district court erred in

dismissing the claims it asserts against Appellees because these

claims were unknown to AtlantiGas at the time it entered into the

Agreement and the Agreement provided only for the transfer of


                                          9
“known” claims.   Alternatively, AtlantiGas maintains that, at a

minimum, the Agreement is ambiguous on the issue of whether the

claims were included or excluded as Acquired Assets under the

Agreement and, therefore, the district court improperly granted

Appellees’ motion to dismiss.

     “The basic rule of contract construction gives priority to the

intention of the parties.”   E.I. du Pont de Nemours & Co., Inc. v.

Shell Oil Co., 498 A.2d 1108, 1113 (Del. 1985) (citing Radio Corp.

of Am. v. Philadelphia Storage Battery Co., 6 A.2d 329 (Del. Supr.

1939); Pennwalt Corp. v. Plough, Inc., 676 F.2d 77, 80 (3rd Cir.

1982); DuPont v. Wilmington Trust Co., 45 A.2d 510 (Del. Ch. 1946);

Restatement (Second) of Contracts § 202).    A court must determine

the intent of the parties from the language of the contract.   Twin

City Fire Ins. Co. v. Delaware Racing Ass’n, 840 A.2d 624, 628

(Del. 2003) (citing Kaiser Alum. Corp. v. Matheson, 681 A.2d 392,

395 (Del. 1996)). This determination may require a court to decide

whether or not the disputed contract language is ambiguous.     Id.

“A contract is not rendered ambiguous simply because the parties do

not agree upon its proper construction.”        Rhone-Poulenc Basic

Chems. Co. v. American Motorists Ins. Co., 616 A.2d 1192, 1196

(Del. 1992).   Rather, “[c]ontract language is ambiguous if it is

‘reasonably susceptible of two or more interpretations or may have

two or more different meanings.’”    Twin City Fire, 840 A.2d at 628

(quoting Kaiser Alum. Corp., 681 A.2d at 395).


                                10
     Ambiguity does not exist where the court can determine the

meaning of the contract without any guide other than the knowledge

of the simple facts on which its meaning depends.    Rhone-Poulenc,

616 A.2d at 1196 (quoting Holland v. Hannan, 456 A.2d 807, 815

(D.C. App. 1983)). Where no ambiguity exists, the contract will be

interpreted according to the “‘ordinary and usual meaning’ of its

terms.”   Twin City Fire, 840 A.2d at 628 (quoting Rhone-Poulenc,

616 A.2d at 1195).   A court will not torture contractual terms to

create ambiguity where the ordinary meaning of the terms leaves no

room for uncertainty.   Id. (citing Zullo v. Smith, 427 A.2d 409,

412 (Conn. Supr. 1980)).   Thus, the true test of whether a contract

is ambiguous “is not what the parties to the contract intended it

to mean, but what a reasonable person in the position of the

parties would have thought it meant.”      Id. (citing Steigler v.

Insurance Co. of N. Am., 384 A.2d 398, 401 (Del. Supr. 1978); State

v. Attman/Glazer, 594 A.2d 138, 144 (Md. 1991)).

     In upholding the intention of the parties, the court must

construe the agreement as a whole, giving effect to all provisions

contained therein.   E.I. du Pont, 498 A.2d at 1113 (citing State v.

Dabson, 217 A.2d 497 (Del. Supr. 1966); Bamdad Mech. Co. v. United

Techs. Corp., 586 F. Supp. 551 (D. Del. 1984)).      “Moreover, the

meaning which arises from a portion of the agreement cannot control

the meaning of the entire agreement where such interference runs

contrary to the agreement’s overall scheme or plan.”    Id. (citing


                                 11
Stemerman v. Ackerman, 184 A.2d 28, 34 (Del. Ch. 1962); Bamdad

Mech. Co., 586 F. Supp. at 555; Faw, Casson & Co. v. Cranston, 375

A.2d 463, 466 (Del. Ch. 1977)).   “All provisions of a policy are to

be read together and construed according to the plain meaning of

the words involved, as to avoid ambiguity while at the same time

giving effect to all provisions.”      Hercules Inc. v. Onebeacon Am.

Ins. Co., 852 A.2d 33, 35 (Del. Super. Ct. 2004) (citing Delaware

County Constr. Co. v. Safeguard Ins. Co., 228 A.2d 15 (Pa. Super.

1967)).

     With these principles in mind, we turn to the district court’s

dismissal of AtlantiGas’s claims.

                                  B.

     In pertinent part, the Asset Purchase Agreement provides that

Gaslantic sold “all of the Acquired Assets.”       (emphasis added).

These “Acquired Assets” are defined as:

     all right, title, and interest in and to all of the
     assets and properties of [Gaslantic] owned, used or held
     for use by [Gaslantic] primarily in connection with the
     Business, whether tangible or intangible, whether real,
     personal or mixed, whether fixed, contingent or
     otherwise, and wherever located, including, without
     limitation, the following: . . . (e) all of its . . .
     causes of action, chooses [sic] in action, rights of
     recovery. . . .

(emphasis added).     Moreover, “the Business” is defined in the

Agreement as “the business of retail natural gas marketing and

advisory services.”




                                  12
     Our   review    of   the    Agreement   leads     us   to    conclude   that

AtlantiGas’s     contention     that   the   parties    only      contracted   to

transfer “known” claims is not supported by the clear language of

the Agreement and the use of the word “all.”                      In fact, the

Agreement does not differentiate between “known” and “unknown”

claims.    Rather, according to the unambiguous language of the

Agreement, all assets that were “owned, used or held for use, by

[Gaslantic] primarily in connection with the [business of retail

natural gas marketing and advisory services]” were transferred from

Gaslantic to PSI as an Acquired Asset.               Notably, the Agreement

further emphasized that such assets included those which are

“tangible or intangible, . . . whether fixed, contingent, or

otherwise” and specified that “all of [Gaslantic’s]                . . . claims

. . ., causes of action, chooses [sic] in action, rights of

recovery, rights of set off, and rights of recoupment . . .” were

included in this definition.           The use of the word “contingent”

would include assets dependent upon unknown future events.                      A

“contingency” is defined as “something liable to happen as an

adjunct    to   or   result     of   something   else.”          Merriam-Webster

Dictionary,     http://www.m-w.com/cgi-bin/dictionary             (last   visited

November 8, 2006).

     Therefore, the question is whether the claims AtlantiGas

asserts against Appellees fall within the definition of “Acquired

Assets.”    Or, put another way, were these claims “owned, used or


                                       13
held    for   use   by   Gaslantic   primarily    in    connection   with   the

Business.” The Complaint answers this question in the affirmative.

AtlantiGas asserted its right to join in the Complaint against

Appellees on the basis that it “was (1) a purchaser, marketer,

wholesaler, manager, seller and shipper of natural gas; (2) a

customer of [Columbia Gas Transmission Corporation]; and (3) was

damaged by the illegal scheme perpetrated by defendants and subject

to this complaint.”       However, since AtlantiGas’s claims arose out

of its role in the natural gas market, those claims were clearly

owned, used or held for use primarily in connection with the

Business and, therefore, passed as an asset to PSI under the

definition of “Acquired Asset.”           Additionally, the use of the word

“all”    solidifies      our   position    that   the   claims   asserted    by

AtlantiGas were transferred to PSI under the Agreement.              By using

the word “all,” the sale of claims language is unqualified and

absolute.     As noted by the Delaware courts, “‘[a]ll’ means ‘all,’

or if that is not clear, all, when used before a plural noun such

as ‘assets,’ means ‘[t]he entire or unabated amount or quantity of;

the whole extent, substance, or compass of; the whole.’” Hollinger

Inc. v. Hollinger Intern., Inc., 858 A.2d 342, 377 (Del. Ch. 2004).

       Given the unambiguity of the language of the Agreement, we

agree with the district court that AtlantiGas sold to PSI the

claims it asserts against Appellees. Consequently, AtlantiGas does

not have standing to assert those claims here and the district


                                      14
court properly granted Appellees’ joint motion to dismiss for lack

of subject matter jurisdiction.

                                     C.

     AtlantiGas alternatively argues that it has standing with

respect   to   the   claims   it   asserts   against   Appellees   because,

irrespective of whether it sold such claims under the Agreement,

through the Contingent Payment provision of the Agreement it

retained an ownership interest in the profits earned by PSI, which

interest was damaged due to the alleged illegal parking and lending

scheme.

     The Agreement provided for AtlantiGas to receive Contingent

Payments from PSI as part of the purchase price.         Specifically, in

this respect the Agreement provides as follows:

     (ii) Subject to the terms and conditions of this
     Agreement . . . [PSI] shall pay [Gaslantic] the following
     contingent payments as part of the purchase price (each
     individually, a “Contingent Payment;” collectively, the
     “Contingent Payments”):

          (A) On or before March 31, 2000, fifteen percent
     (15%) of the first Six Million Dollars ($6,000,000) in
     Adjusted Gross Receipts from the operations of the
     Gaslantic Division relating to commodity sales, utility
     advisory services and third-party contract services
     (collectively, the “Operations”), in calendar year (“CY”)
     1999, and twenty percent (20%) of all Adjusted Gross
     Receipts from the Operations above $6,000,000 in CY 1999.

          (B) On or before March 31, 2001, fifteen percent
     (15%) of the first Fourteen Million Dollars ($14,000,000)
     in Adjusted Gross Receipts from the Operations in
     calendar year 2000, and twenty percent (20%) of all
     Adjusted Gross Receipts from the Operations above
     $14,000,0000 in CY 2000.


                                     15
            (C) On or before March 31, 2002, fifteen percent
       (15%) of the first Eighteen Million Five Hundred Thousand
       Dollars ($18,500,000) in Adjusted Gross Receipts from the
       Operations in calendar year 2001, and twenty percent
       (20%) of all Adjusted Gross Receipts from the Operations
       above $18,500,000 in CY 2001.

             (D) On or before March 31, 2003, ten percent (10%)
       of all Adjusted Gross Receipts from the Operations in CY
       2002.

             (E) On or before March 31, 2004, ten percent (10%)
       of all Adjusted Gross Receipts from the Operations in CY
       2003.


       Despite        AtlantiGas’s     arguments      to   the    contrary,      this

Contingent Payment provision does not give AtlantiGas standing to

assert its claims against Appellees.             First, the clear language of

the    Agreement        establishes     that    these      Contingent      Payments

represented a contractual right, and part of the consideration that

PSI paid to purchase Gaslantic.               Or, put another way, Gaslantic

sold       all   of   its   Acquired   Assets   for    $4.23     million   and   the

Contingent Payments. Therefore, if PSI did not pay AtlantiGas

according to the Contingent Payment schedule outlined in the

Agreement, and do so honestly as an accounting matter, AtlantiGas’s

recourse would be to pursue its recovery from PSI, and not from the

Appellees named here.* In fact, if AtlantiGas were permitted to


       *
      Indeed, AtlantiGas did sue PSI and settled all claims
asserted in that lawsuit. AtlantiGas Corp. v. Potomac Electric
Power Co. et al., No. 1:02-CV-00829 (PLF) (D.D.C. filed June 17,
2002). In its complaint against PSI, AtlantiGas alleged that PSI
withheld various post-closing payments due to PSI’s alleged
alteration of the company’s books and an alleged failure by PSI to
capture and appropriately account for PSI’s post-closing sales.

                                         16
pursue its claims against Appellees, it would be receiving a double

recovery – first from PSI due to its failure to meet the correctly

adjusted Contingent Payment schedule and second from the Appellees,

whose illegal parking and lending scheme allegedly resulted in a

diminution of the Contingent Payments.

     Moreover, as noted above, the Constitutional prerequisites to

establish standing require a plaintiff first to show that it

suffered an injury in fact, which means that it must establish an

invasion of a legally protected interest which is concrete and

particularized,      and   actual   or    imminent,    not    conjectural    or

hypothetical.   White Tail Park, 413 F.3d at 458.            Here, there is no

evidence that AtlantiGas suffered a concrete and particularized

harm as a result of Appellees’ alleged actions. If we were to agree

with AtlantiGas’s contentions, then we would be forced to guess

what diminution in revenues, if any, is attributable to PSI and

what diminution, if any, is attributable to Appellees.                      Such

alleged damage is too conjectural and abstract, not distinct and

palpable.    See Allen v. Wright, 468 U.S. 737, 751 (1984) (stating

that a core component for standing is that the plaintiff allege

personal    injury   fairly   traceable     to   the   defendant’s    alleged

unlawful conduct and likely to be redressed by the requested




AtlantiGas alleged that as a result of this conduct, PSI diverted
monies owed to AtlantiGas and understated the final value of the
Gaslantic business.

                                     17
relief).    Therefore,   the   district   court   properly   dismissed

AtlantiGas’s claims against Appellees.



                                 IV.

     Based on the foregoing, it is hereby ordered that the order of

the district court is

                                                             AFFIRMED.




                                 18
