                            UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 12-1695


FULCRUM INTERNATIONAL, INCORPORATED,

                Plaintiff - Appellant,

          v.

PRINCE   GEORGE    CENTER   I,    INCORPORATED;       WASHINGTON
METROPOLITAN AREA TRANSIT AUTHORITY,

                Defendants - Appellees.



Appeal from the United States District Court for the District of
Maryland, at Greenbelt.     J. Frederick Motz, Senior District
Judge. (8:11-cv-01390-JFM)


Submitted:   November 20, 2012            Decided:   December 21, 2012


Before WILKINSON, KING, and THACKER, Circuit Judges.


Affirmed by unpublished per curiam opinion.


Mark J. Hardcastle, Columbia, Maryland; Terry B. Blair,
Baltimore, Maryland, for Appellant.   Carol B. O’Keeffe, General
Counsel, Bruce P. Heppen, Deputy General Counsel, Gerard J.
Stief, Senior Associate General Counsel, Tracie Dickerson,
Assistant General Counsel, Washington, D.C., for Appellee.


Unpublished opinions are not binding precedent in this circuit.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

            Fulcrum          International,              Incorporated            (“Fulcrum”)

appeals from the district court’s order granting the Washington

Metropolitan Area Transit Authority (“WMATA”)’s Fed. R. Civ. P.

12(b)(1)     motion       to       dismiss        for     lack       of        subject-matter

jurisdiction its claim for detrimental reliance on the basis of

sovereign    immunity        and     the    court’s      subsequent            order    denying

Fulcrum’s motion for clerk’s entry of default against the Prince

George Center I, Incorporated (“PGCI”) and closing the case.

We affirm.

            Assertions         of     governmental            immunity         are     properly

addressed    under     Fed.     R.    Civ.    P.    12(b)(1),        which       permits      the

assertion    of     the   defense      of     lack       of    jurisdiction           over    the

subject matter of a claim for relief.                           Smith v. Wash. Metro.

Area Transit Auth., 290 F.3d 201, 205 (4th Cir. 2002).                                  When an

entity   such     as   the     WMATA       challenges         jurisdiction        under      Rule

12(b)(1),     the      plaintiff       bears       the    burden          of    proving       the

existence    of     subject-matter          jurisdiction.            Id.        We     review    a

district    court’s       dismissal        under     Rule      12(b)(1)         for    lack     of

subject-matter jurisdiction de novo.                     Evans v. B.F. Perkins Co.,

166 F.3d 642, 647 (4th Cir. 1999).

            The     WMATA     was    established         by     an   interstate         compact

(“the Compact”) among Maryland, Virginia, and the District of

Columbia to provide a regional transportation system for the

                                              2
Washington, D.C., metropolitan area.                   Delon Hampton & Assocs.,

Chartered v. Wash. Metro. Area Transit Auth., 943 F.2d 355, 357

(4th Cir. 1991).        The signatories to the Compact conferred each

of their respective sovereign immunities, including the immunity

from   suit    in    federal    court       afforded    to   Maryland      under    the

Eleventh Amendment, upon the WMATA.                    Watters v. Wash. Metro.

Area   Transit       Auth.,     295    F.3d     36,     39   (D.C.       Cir.   2002).

Accordingly,        unless    the    WMATA’s    sovereign     immunity      has    been

waived, the district court lacked jurisdiction to enter judgment

against it.        Id. at 39-40.

              Pursuant to Section 80 of the Compact, the WMATA has

waived its immunity in certain circumstances.                     Smith, 290 F.3d

at 206.   Fulcrum contends that the terms of this section render

the WMATA subject to suit for contractual claims like the claim

for detrimental reliance it raised in this case.                         After review

of the record and the parties’ briefs, we reject this argument.

              In    Maryland,        claims     premised     on      a    theory     of

detrimental reliance sound in estoppel.                  Pavel Enters., Inc. v.

A.S.   Johnson       Co.,    Inc.,    674     A.2d    521,   531-33      (Md.   1996).

Fulcrum, however, does not cite to any authority establishing

that the WMATA expressly waived its immunity for estoppel claims

in Section 80 of the Compact.                 We require waivers of sovereign

immunity to be “clear and unequivocal.”                      Lizzi v. Alexander,

255 F.3d 128, 133 (4th Cir. 2001), overruled in part on other

                                            3
grounds by Nev. Dep’t of Human Res. v. Hibbs, 538 U.S. 721

(2003).     It is, however, neither clear nor unequivocal that the

WMATA has waived its sovereign immunity as to estoppel claims.

Martin v. Wash. Metro. Area Transit Auth., 273 F. Supp. 2d 114,

119 (D.D.C. 2003).        Consequently, Section 80’s partial waiver of

immunity does not aid Fulcrum.

            Fulcrum’s reliance on Section 12 of the Compact fares

no better.       Although Section 12 of the Compact allows the WMATA

to “[s]ue and be sued,” Md. Code Ann. Transp. § 10-204(12)(a),

Fulcrum’s argument that Section 12 of the Compact operates as an

expansive waiver of the WMATA’s sovereign immunity is foreclosed

by our decision in Lizzi, 255 F.3d at 132-33.                   Because Section

80 of the Compact, which “specifically and expressly delineates

the scope of [the] WMATA’s consent to be sued,” id. at 133

(internal quotation marks omitted), does not waive the WMATA’s

immunity for claims of detrimental reliance, the district court

properly     dismissed     the     claim     for   lack    of    subject-matter

jurisdiction.

            Turning to the district court’s denial of Fulcrum’s

motion for clerk’s entry of default against the PGCI, we reject

as meritless Fulcrum’s argument that the court erred in denying

the motion on the basis that its complaint was not served on the

PGCI.      The   record   before    us   simply    fails   to   establish   that



                                         4
Fulcrum effectuated proper service of the complaint on the PGCI,

in accordance with the provisions of Md. R. 2-124(d).

           Accordingly,       we   affirm   the   district    court’s    orders.

We   dispense   with   oral    argument     because    the   facts   and   legal

contentions     are   adequately    presented     in   the   materials     before

this court and argument would not aid the decisional process.



                                                                        AFFIRMED




                                       5
