UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

WILKINS BUICK, INCORPORATED,
Plaintiff-Appellant,

v.                                                                    No. 99-2317

GENERAL MOTORS CORPORATION,
Defendant-Appellee.

Appeal from the United States District Court
for the District of Maryland, at Baltimore.
Benson E. Legg, District Judge.
(CA-98-2795-L)

Argued: April 6, 2000

Decided: May 2, 2000

Before WILKINS and MICHAEL, Circuit Judges, and
Patrick Michael DUFFY, United States District Judge
for the District of South Carolina, sitting by designation.

_________________________________________________________________

Affirmed by unpublished per curiam opinion.

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COUNSEL

ARGUED: Walter Eugene Forehand, MYERS, FOREHAND &
FULLER, P.A., Tallahassee, Florida, for Appellant. Daniel Lee Gold-
berg, BINGHAM DANA, L.L.P., Boston, Massachusetts, for Appel-
lee. ON BRIEF: Loula M. Fuller, MYERS, FOREHAND &
FULLER, P.A., Tallahassee, Florida, for Appellant. Alicia L. Dow-
ney, BINGHAM DANA, L.L.P., Boston, Massachusetts, for Appel-
lee.
Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).

_________________________________________________________________

OPINION

PER CURIAM:

Wilkins Buick, Inc. appeals an order of the district court dismissing
its complaint against General Motors Corporation ("GM") pursuant to
Federal Rule of Civil Procedure 12(b)(6). In its complaint, Wilkins
Buick alleged tortious interference with business relations, bad faith
breach of contract, and violation of a Maryland statute, see Md. Code
Ann., Transp. II § 15-305(e), (f) (1999). Finding no error, we affirm.

I.

The facts, viewed in the light most favorable to Wilkins Buick, are
as follows. Wilkins Buick is an automobile dealership located in Glen
Burnie, Maryland. Wilkins Buick and GM are parties to a "Dealer
Sales and Service Agreement" (the Dealer Agreement), the purpose
of which is "to promote a relationship between[the Buick Motor
Division of GM] and its Dealers which encourages and facilitates
cooperation and mutual effort to satisfy customers, and permits Divi-
sion and its dealers to fully realize their opportunities for business
success." J.A. 31. Buick is one of six "line-makes" manufactured by
GM. Wilkins Buick sells only Buicks, while other dealerships in the
Glen Burnie area sell other line-makes.

In 1996, GM announced "Project 2000," a corporate strategy that
encouraged the alignment of GM line-makes within dealerships in
order to maximize sales of GM products. As relevant here, Project
2000 called for Wilkins Buick to continue as a Buick dealer and for
an alignment of Buick, Pontiac, and light-duty GMC Truck line-
makes together at a single location. Wilkins Buick viewed Project
2000 as an opportunity to expand its operations. The GM coordinator
for Project 2000 encouraged Wilkins Buick to proceed with efforts to
align the dealership with Pontiac and GMC Truck franchises in Glen
Burnie.

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In 1997, Wilkins Buick entered into negotiations with Dovell &
Williams, Inc. ("D&W") to purchase its GMC Truck franchise. Addi-
tionally, Wilkins Buick began negotiating with Admiral Pontiac, Inc.
(Admiral), a dealership located next door to Wilkins Buick, to pur-
chase its Pontiac franchise. During negotiations between Wilkins
Buick and D&W, Wilkins Buick learned that GM was in negotiations
with D&W to purchase the truck franchise. D&W thereafter informed
Wilkins Buick that it would accept GM's offer even though GM had
offered D&W less for the franchise because GM could close the deal
immediately, whereas under the franchise agreements, a deal between
D&W and Wilkins Buick would have to be approved by GM. Soon
after Wilkins Buick learned that its negotiations with D&W had
failed, Wilkins Buick learned that GM was in final negotiations with
Admiral for the purchase of the Pontiac franchise. Additionally, Wil-
kins Buick learned that GM planned to combine the GMC Truck fran-
chise and the Pontiac franchise at the Admiral location, next door to
Wilkins Buick.

In January 1998, Wilkins Buick offered to buy the two franchises
from GM, but GM refused. Later in 1998, a company controlled by
GM relocated the GMC Truck franchise to the location of the former
Admiral Pontiac dealership, where, after being granted a vehicle
dealer license by the State of Maryland, it operated the combined
Pontiac-GMC Truck dealership. Although the assets of the combined
dealership were later sold, GM continued to hold a majority interest
in the dealership.

Wilkins Buick subsequently filed this action, alleging that GM had
(1) wrongfully interfered with business relationships; (2) committed
a bad faith breach of the Dealer Agreement; and (3) violated a Mary-
land statute restricting the licensing of motor vehicle manufacturers
as dealers and prohibiting the sale by manufacturers or their agents of
new motor vehicles to retail buyers, see Md. Code Ann., Transp. II
§ 15-305(e), (f). The district court granted GM's motion to dismiss,
reasoning that Wilkins Buick could prove no set of facts that would
entitle it to relief on the claims as pleaded. See Conley v. Gibson, 355
U.S. 41, 45-46 (1957); Labram v. Havel, 43 F.3d 918, 920 (4th Cir.
1995).

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II.

After reviewing the parties' briefs and the applicable law, and hav-
ing had the benefit of oral argument, we conclude that the district
court correctly granted GM's motion to dismiss. Accordingly, we
affirm on the reasoning of the district court. See Wilkins Buick, Inc.
v. General Motors Corp., No. L-98-2795 (D. Md. Sept. 8, 1999).

AFFIRMED

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