                             UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                             No. 12-2225


MARJORIE PUTNAM; CARL DERRY,

                Plaintiffs - Appellants,

          v.

CIT SMALL BUSINESS LENDING CORPORATION; CIT GROUP/COMMERCIAL
SERVICES, INC.; CIT GROUP/BUSINESS CREDIT; CIT FINANCIAL
USA, INC.; CIT CREDIT FINANCE CORP.,

                Defendants - Appellees.



Appeal from the United States District Court for the Eastern
District of North Carolina, at Raleigh.   Malcolm J. Howard,
Senior District Judge. (5:12-cv-00012-H)


Submitted:   January 30, 2013              Decided:   February 7, 2013


Before KING and    SHEDD,   Circuit   Judges,   and   HAMILTON,   Senior
Circuit Judge.


Affirmed by unpublished per curiam opinion.


Marjorie Putnam, Carl Derry, Appellants Pro Se.     Brent Alan
Rosser, HUNTON & WILLIAMS, LLP, Charlotte, North Carolina, for
Appellees.


Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:

              Marjorie Putnam and Carl Derry (“Appellants”) appeal

the district court’s dismissal for failure to state a claim of

their complaint asserting breach of contract allegations against

CIT   Small    Business      Lending    Corporation,     CIT    Group/Commercial

Services, Inc., CIT Group/Business Credit, Inc., CIT Financial

USA, Inc., and CIT Credit Finance Corp. (collectively, the “CIT

entities”). 1     We have reviewed the record, and we affirm.

              Our review of a district court’s grant of a Fed. R.

Civ. P. 12(b)(6) motion to dismiss is de novo.                        Decohen v.

Capital One, N.A.,              F.3d          , 2012 WL 6685767, at *4 (4th

Cir. Dec. 26, 2012) (No. 11-2161).                 “To survive a motion to

dismiss,   a     complaint    must     contain   sufficient     factual   matter,

accepted as true, to ‘state a claim to relief that is plausible

on its face.’”        Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)

(quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)).

              In support of their claim that their complaint alleged

an    existing    contract,     Appellants       argue   in    the   alternative.

First, they contend that their complaint alleged a breach of a

written contract embodied in a written conditional commitment

(“Conditional Commitment”).            According to the complaint, the CIT


      1
       Although the complaint asserted other claims, as well,
Appellants pursue only the breach of contract claims on appeal.



                                          2
entities     breached       an      obligation        to    follow       through        on    an

“approved”     and      “promised”        loan       to    Appellants.              But      the

Conditional Commitment, by its plain language, did not bind the

CIT   entities    to    make      the     loan;      it    obligated         them    only     to

consider    Appellants        for     a   loan      during       a   thirty-day      window.

Because the Conditional Commitment clearly imposed no obligation

upon the CIT entities to advance any loan to Appellants, even

if, as Appellants argue, it remained in force far beyond the

initial thirty days, it cannot serve as the basis of Appellants’

contract claim.

            Second,         Appellants         contend       that       they     adequately

alleged    that   the    CIT      entities         breached      a    contract      that     was

implied-in-fact from the parties’ conduct.                           In North Carolina, 2

“[t]he    term,   implied        in    fact    contract,         only    means      that     the

parties had a contract that can be seen in their conduct rather

than in any explicit set of words.”                        Miles v. Carolina Forest

Ass’n, 604 S.E.2d 327, 333 (N.C. Ct. App. 2004).                                    In other

words, “a contract implied in fact arises where the intent of

the parties is not expressed, but an agreement in fact, creating

an    obligation,      is     implied      or       presumed         from    their      acts.”

Creech v.    Melnik,        495       S.E.2d       907,    911       (N.C.     1998).        In

      2
       The parties do not dispute that North Carolina law governs
the implied-in-fact contract claim.        See Erie R. Co. v.
Tompkins, 304 U.S. 64 (1938).



                                               3
determining whether the relevant parties agreed to reciprocally

obligate themselves so as to give rise to an implied contract, a

court must “look[ ] not to some express agreement, but to the

actions of the parties showing an implied offer and acceptance.”

Id. at 912 (internal quotation marks omitted).

            In   our    view,       Appellants    are   incorrect      in    asserting

that their complaint alleged an implied-in-fact contract claim

against the CIT entities.             First, the complaint never identifies

precisely    what      the    CIT     entities     allegedly    promised      to   do.

Gray v. Hager, 317 S.E.2d 59, 61 (N.C. Ct. App. 1984) (“Credit

transactions     do     not        lend    themselves    to    the    supplying     of

essential terms by the courts by implication.”).                       And, second,

even assuming that the complaint could be generously construed

as   alleging    that        the     CIT    entities’    conduct      evidenced    an

obligation to advance a promised loan, any such claim would be

barred by North Carolina’s statute of frauds.                        See N.C. Gen.

Stat. Ann. § 22-5 (2011).

            Accordingly, we affirm the judgment of the district

court.     We dispense with oral argument because the facts and

legal    contentions     are        adequately     presented    in    the    material

before   this    court       and    argument     will   not   aid    the    decisional

process.

                                                                              AFFIRMED



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