                             UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                             No. 09-2080


PAUL BRAUNSTEIN; KEVIN GASSER; JAMES IHA;         D’ARCY   BROWN;
CRAIG KANARICK; KATIE FORD; ANDRE BALAZS,

                Plaintiffs – Appellees,

           v.

THOMAS B. PICKENS, III,

                Defendant – Appellant.



Appeal from the United States District Court for the District of
South Carolina, at Charleston.    Patrick Michael Duffy, Senior
District Judge. (2:08-cv-00193-PMD)


Argued:   October 28, 2010                 Decided:   January 4, 2011


Before KING, DAVIS, and KEENAN, Circuit Judges.


Affirmed by unpublished per curiam opinion.


ARGUED: Thornwell Forrest Sowell, III, SOWELL, GRAY, STEPP &
LAFFITTE, LLC, Columbia, South Carolina, for Appellant.   Andrew
Kenneth Epting, Jr., ANDREW K. EPTING, JR., LLC, Charleston,
South Carolina, for Appellees.   ON BRIEF: Amy L. B. Hill, Tina
M. Cundari, SOWELL, GRAY, STEPP & LAFFITTE, LLC, Columbia, South
Carolina, for Appellant.


Unpublished opinions are not binding precedent in this circuit.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

      The defendant, Thomas B. Pickens, III (“Pickens,” or the

“Defendant”),      appeals     from    the    district   court’s      judgment   in

favor of the plaintiffs, Paul Braunstein, Kevin Gasser, James

Iha, D’Arcy Brown, Craig Kanarick, Katie Ford, and Andre Balazs

(collectively, the “Plaintiffs”), in this action to recover on a

promissory    note      (the   “Promissory     Note”).       More    specifically,

Pickens contests the January 20, 2009 Order denying his motion

for   judgment     on    the   pleadings      and   granting    the   Plaintiffs’

motions for summary judgment and to amend their Complaint, see

Braunstein v. Pickens, 593 F. Supp. 2d 834 (D.S.C. 2009) (the

“Summary Judgment Order”), as well as the August 19, 2009 Order

denying Pickens’s motion for reconsideration, see Braunstein v.

Pickens,     No.     2:08-cv-00193       (D.S.C.      Aug.     19,    2009)   (the

“Reconsideration Order”). 1           As explained below, we affirm.



                                         I.

                                         A.

      On November 17, 2004, Pickens executed the Promissory Note,

promising to pay the Plaintiffs the principal sum of $250,000.00

on or before July 30, 2007, plus accrued interest at the rate of

      1
       The unpublished Reconsideration Order is found at J.A.
130-34. (Citations herein to “J.A. __” refer to the contents of
the Joint Appendix filed by the parties in this appeal.)



                                          2
5% per annum commencing on July 30, 2004. 2              The Promissory Note

reflects that it was executed in exchange for the dismissal with

prejudice of claims asserted by the Plaintiffs against Pickens

in   a       South   Carolina   state   court   proceeding.      In    that   state

action,        the   Plaintiffs   had   obtained   confessions    of    judgment,

signed by Pickens, in the total amount of $2,886,994.64 plus

interest and fees. 3

         On the same day that Pickens executed the Promissory Note

(November 17, 2004), he also signed a hypothecation agreement

(the “Hypothecation Agreement”), pledging his shares of common

         2
        Although there is some disagreement over certain
immaterial facts, the facts material to the resolution of this
matter are undisputed.     Because the district court awarded
summary judgment to the Plaintiffs, we must view the facts and
inferences reasonably drawn therefrom in the light most
favorable to Pickens.   See FOP Lodge No. 89 v. Prince George’s
Cnty., 608 F.3d 183, 188 (4th Cir. 2010).
         3
        As background, the Plaintiffs assert that, between 1996
and 1998, they had invested substantial sums of money in various
partnerships of Pickens.     In 2000, the Plaintiffs discovered
that Pickens had been making personal use of their investment
monies.    As a result, the Plaintiffs filed the state action
against Pickens individually and against various entities
controlled by him. After obtaining the confessions of judgment,
the state action was stayed pending bankruptcy proceedings, and
the Plaintiffs agreed to a $250,000.00 settlement giving rise to
the Promissory Note.    As Pickens tells the story, both he and
the Plaintiffs were the victims of a duplicitous New York
financial advisor, and he never promised to be held individually
responsible for the confessions of judgment.   In any event, as
the district court recognized in its Summary Judgment Order, the
underlying “sequence of events [is] beyond the scope of the
legal issues presented” in the current action. See Braunstein,
593 F. Supp. 2d at 834.



                                          3
stock in the Code Corporation as security for the performance of

his obligations under the Promissory Note.                        See Braunstein, 593

F.    Supp.    2d    at   835    n.1    (explaining       that    “[h]ypothecation         is

defined       as    the     pledging     of    something         as    security     without

delivery of title or possession” (internal quotation marks and

alteration omitted)).             The Hypothecation Agreement provides that

Pickens’s lawyer would “hold the shares in escrow and deliver

them    to    Plaintiffs’        counsel      in    the   event       of   any   default   by

Pickens.”          J.A. 19.      Additionally, the Hypothecation Agreement

provides that, “[i]n the event of his default on the terms of

the    Promissory         Note    . . . ,      Pickens      hereby         authorizes      the

[Plaintiffs] to sell any or all of his shares of stock in the

Code    Corporation.”            Id.   at    20.      The   Hypothecation         Agreement

spells      out     requirements       for    such    a   sale,   and      specifies    that

“Pickens shall not remain personally liable for any deficiency.”

Id.

       The July 30, 2007 deadline for Pickens’s satisfaction of

his obligations under the Promissory Note passed without Pickens

having paid the Plaintiffs any of the money owed.                                  Thus, on

October 15, 2007, counsel for the Plaintiffs sent a letter to

Pickens’s lawyer warning that he would file suit if the full

amount due — calculated to be $293,023.82 as of October 31, 2007

—     was     not    paid    within     ten        days   (the    “Plaintiffs’       Demand

Letter”).          Additionally, the Plaintiffs’ Demand Letter requests

                                               4
that Pickens’s lawyer forward to Plaintiffs’ counsel the Code

Corporation stock shares pledged in the Hypothecation Agreement

as security for the Promissory Note.

     On    November   12,    2007,   Pickens’s    lawyer    sent     a   response

letter to counsel for the Plaintiffs, acknowledging that Pickens

had defaulted on his obligations under the Promissory Note and

that the Plaintiffs therefore had demanded delivery of the Code

Corporation     stock       shares    (“Pickens’s        Response        Letter”).

Pickens’s     Response      Letter   reflects     enclosure    of        Pickens’s

original    stock     certificate     for   1,861,938       shares       of   Code

Corporation stock (the “Stock Certificate”), and states that the

Plaintiffs “are now entitled to sell any or all of” such shares.

J.A. 11.      Although the Stock Certificate was indeed enclosed

with Pickens’s Response Letter, Pickens had not endorsed the

backside of the Stock Certificate to show transfer of his shares

to the Plaintiffs.          Id. at 13-14.        Without seeking Pickens’s

endorsement of the Stock Certificate, the Plaintiffs thereafter

initiated this action.

                                      B.

                                      1.

     On January 21, 2008, the Plaintiffs filed their Complaint

against    Pickens    in   the   District   of   South    Carolina,       invoking

diversity jurisdiction under 28 U.S.C. § 1332.              According to the

Complaint, Pickens had defaulted on his obligations under the

                                       5
Promissory Note and owed the Plaintiffs the principal sum of

$250,000.00      plus    accrued      interest.         The     Complaint     did     not

mention the Hypothecation Agreement or Pickens’s delivery of the

unendorsed Stock Certificate.              Nevertheless, copies of Pickens’s

Response     Letter     and     the     unendorsed      Stock    Certificate         were

attached as exhibits to the Complaint.

       Pickens   filed    his     Answer    to    the   Complaint       on   April    10,

2008.     As the third defense asserted therein, Pickens contended

that “[t]he debt owed to Plaintiffs by Defendant pursuant to the

Promissory    Note      was    satisfied    when     Defendant     surrendered        the

Code    Corporation      Stock     to    Plaintiffs’        counsel.”        J.A.     16.

Pickens’s fifth defense was that “Plaintiffs’ claims are barred

by the terms of the Hypothecation Agreement dated November 17,

2004 executed by Defendant and accepted by Plaintiffs.”                         Id.     A

copy of the Hypothecation Agreement and a frontside-only copy of

the Stock Certificate (omitting the unendorsed backside) were

attached as exhibits to the Answer.

       On April 17, 2008, the district court entered a Scheduling

Order, establishing a June 9, 2008 deadline for motions to amend

the pleadings, an October 7, 2008 discovery deadline, and an

October    22,    2008        deadline    for     dispositive      motions.           The

Scheduling    Order      reflects       that,    although     “[l]ate    requests      to

amend [the pleadings are] strongly discouraged,” such requests

could be justified with adequate explanation.                    See J.A. 26.         The

                                           6
Scheduling Order was initially characterized as “tentative,” id.

at 27, but it was never formally changed.                     According to the

parties,     however,    they    subsequently     agreed   to      an   abbreviated

schedule requiring them to submit dispositive motions by June

17, 2008.

      On June 17, 2008, Pickens filed a Federal Rule of Civil

Procedure     12(c)     motion   for   judgment    on   the     pleadings.      In

support of his motion, Pickens contended that, pursuant to the

Hypothecation Agreement, he had satisfied his obligations under

the Promissory Note by delivering the Stock Certificate to the

Plaintiffs.     That same day (June 17, 2008), the Plaintiffs filed

a Rule 56 motion for summary judgment.                  In their supporting

memorandum, the Plaintiffs maintained that Pickens “cannot claim

that he has delivered the stock, as it has never been endorsed

over to the Plaintiffs.           Nor can he claim that the Plaintiffs

accepted the stock in satisfaction of the admitted debt.”                     J.A.

48.    The    Plaintiffs     attached    an   affidavit       of   their   counsel

opining that the Stock Certificate “was not signed in order to

ensure that the stock could not be sold,” and that, in any

event, the Plaintiffs “reject the sale of the collateral[, i.e.,

the Code Corporation stock shares] as their remedy” because,

since filing this action, they had learned that such shares were

“worthless.”     Id. at 80.



                                        7
       Also on June 17, 2008, the Plaintiffs filed a Rule 15(a)(2)

motion to amend their Complaint.                  The proposed Amended Complaint

included two new allegations:                 (1) that “[t]he Defendant has not

delivered his shares of stock in the Code Corporation”; and (2)

that,     “[e]ven      if   the       Defendant            had    delivered        the     stock,

Plaintiffs have elected not to satisfy the [Promissory Note] by

disposition of the collateral, as it is worthless.”                                  J.A. 84.

In the proposed Amended Complaint, the Plaintiffs also asserted

that    they   were     filing    the       original        Stock    Certificate          in    the

district       court     “as     evidence         of        their    rejection           of     the

collateral.”      Id.

       On July 7, 2008, Pickens filed his response in opposition

to the Plaintiffs’ summary judgment motion.                            In his response,

Pickens refrained from contending that providing the Plaintiffs

with the unendorsed Stock Certificate was sufficient to satisfy

his Promissory Note obligations.                      Rather, Pickens asserted that

the Plaintiffs’ summary judgment motion constituted the first

time that the Plaintiffs had raised an issue with the failure to

endorse    the      Stock      Certificate            or    the     value     of     the       Code

Corporation stock shares.               According to the response, Pickens’s

lawyer had since contacted counsel for the Plaintiffs to offer

to   remedy     the     lack     of    an    endorsement,           which     had        been    an

oversight.       Thus, Pickens asserted, the Plaintiffs were actually

seeking    a    deficiency       judgment         —    the       difference    between          the

                                              8
amount owed on the Promissory Note and the value of the Code

Corporation stock shares — which was explicitly precluded by the

Hypothecation Agreement.

     Additionally, on July 7, 2008, Pickens filed a response in

opposition to the Plaintiffs’ motion to amend.                       Pickens asserted

that he would be unduly prejudiced if the motion to amend were

granted,    and     that       the    proposed     amendments       would      be   futile

because    he     was    willing       to     endorse      the    Stock    Certificate.

Finally, on July 7, 2008, the Plaintiffs filed their response to

Pickens’s motion for judgment on the pleadings, reiterating both

their    position       that    the    Stock      Certificate      was    not    properly

assigned    and    their       rejection      of    the    Code    Corporation         stock

shares     in    satisfaction         of     Pickens’s     obligations         under     the

Promissory Note.

                                             2.

     By    its    Summary      Judgment       Order   of    January      20,    2009,   the

district court disposed of the Plaintiffs’ motions for summary

judgment    and    to    amend       their   Complaint,      as   well    as    Pickens’s

motion for judgment on the pleadings (which the court treated as

a summary judgment motion).                 In granting summary judgment to the

Plaintiffs — and denying it to Pickens — the court explained:

     Plaintiffs essentially seek a judgment affirming
     Defendant’s obligation to pay them $250,000 plus the
     relevant interest rate under the promissory note. The
     essential facts that form the basis of Plaintiffs’
     claim is undisputed — Plaintiffs obtained a judgment

                                              9
     against Defendant for $2,886,994.64 plus interest and
     attorneys’ fees, but agreed to drop that judgment in
     exchange for the $250,000 plus interest provided for
     in the promissory note.    Defendant acknowledged that
     he defaulted on this amount.       The only question,
     therefore, was whether mailing Plaintiffs the stock
     certificate discharged all obligation on the part of
     Defendant.   . . .    [M]ailing the stock certificate
     without any sort of endorsement failed to confer the
     legal rights upon the Plaintiffs which are attendant
     to owning stock. Since Plaintiffs could take no legal
     action with regard to the stock, Defendant was still
     the proper legal owner of the stock, and when
     Plaintiffs then specifically refused to accept the
     stock as a discharge of Defendant’s obligations under
     the promissory note and filed a legal action,
     Defendant remained the actual owner of the stock in
     the Code Corporation. Therefore, Defendant still owes
     Plaintiffs the $250,000 plus interest he promised to
     pay them under the terms of the promissory note.

Braunstein, 593 F. Supp. 2d at 839.

     Additionally,       the     district         court   granted     the   Plaintiffs’

motion to amend their Complaint “to add the theories that the

shares     are      essentially        worthless”         and     “that     the        stock

certificate was never properly endorsed.”                        Braunstein, 593 F.

Supp. 2d at 839.             With respect to the “worthlessness” theory,

however, the court observed that “allegations about the lack of

value of the stock in question are rendered moot by the court’s

decision     that      the     stock    in        question      was   never   properly

endorsed.”        Id. at 839-40.         Furthermore, with respect to the

“endorsement” theory, the court concluded that Pickens failed to

demonstrate       he    would     be    prejudiced         by     amendment       of    the

Complaint.       The court explained:


                                             10
       Plaintiffs raised [the “endorsement” theory] in their
       Motion to Amend and their Motion for Summary Judgment,
       which were filed simultaneously.    This was a purely
       legal question, which Defendant had ample opportunity
       to address but chose not to, and an issue on which the
       facts were plainly clear and in need of no further
       discovery.   Defendant does not dispute that he mailed
       Plaintiffs the stock certificate without properly
       transferring it through endorsement.     No additional
       amount of time, discovery, or legal debate would
       change these undisputed facts, nor would it change the
       court’s holding that without a proper legal transfer
       of the stock shares, Plaintiffs could not have sold
       the   shares   and   therefore  the  portion   of  the
       Hypothecation Agreement which Defendant’s entire case
       is reliant upon never came into play and thus offers
       him no protection.

Id. at 840.       The court concluded that, “[i]n accordance with

Rule 15, . . . justice requires that the court consider the fact

that the stock certificate was not endorsed, and the court holds

that    Defendant      is      not      improperly     prejudiced      by      this

consideration.”     Id.

                                         3.

       On   February      3,    2009,     Pickens     filed     a    motion     for

reconsideration, requesting the district court to alter or amend

the judgment under Rule 59(e).            Pickens therein raised — for the

first time in these proceedings — numerous arguments as to why

providing the Plaintiffs with the unendorsed Stock Certificate

satisfied     his      obligations        under      the    Promissory        Note.

Additionally, Pickens reiterated his summary judgment contention

that   he   had   offered      to   remedy    the   lack   of   an   endorsement.

Pickens also asserted that the court erred by granting summary

                                         11
judgment on the basis of issues raised only in the Plaintiffs’

motion to amend their Complaint, in that such motion was granted

in conjunction with the summary judgment award.

      In addition to filing his motion for reconsideration on

February     3,    2009,    Pickens     filed      an    Answer      to    the   Amended

Complaint.        The next day (February 4, 2009), he filed an Amended

Answer to the Amended Complaint.                    On February 23, 2009, the

Plaintiffs        filed     a      response       to     Pickens’s         motion      for

reconsideration,          asserting    that       he     had   not     satisfied       the

standard for Rule 59(e) relief and that his contentions were

without merit.

      On   March     5,    2009,    Pickens      filed    a    reply      memorandum    in

support of his motion for reconsideration, yet again raising a

new   contention:          that,    based    on    the    bare    statement      in    the

Hypothecation        Agreement        that       “Pickens      shall       not   remain

personally liable for any deficiency,” J.A. 20, he was no longer

liable on the Promissory Note once he provided the Plaintiffs

with the unendorsed Stock Certificate, even without a sale of

the stock shares.          Pickens also refined his contention that it

was improper to grant summary judgment on the basis of issues

raised only in the Plaintiffs’ concurrently granted motion to

amend their Complaint.             In that regard, Pickens asserted that

the summary judgment award was premature because he had not been

afforded     the     opportunity      to     answer      the     Amended     Complaint.

                                            12
Pickens also pointed out that it was unclear whether the Amended

Complaint had actually been filed in the district court, and

that he had filed his Answer to the Amended Complaint out of an

abundance of caution.

                                    4.

      By   its    Reconsideration   Order   of   August   19,   2009,   the

district court denied Pickens Rule 59(e) relief on the ground

that “the previous [Summary Judgment] Order need not be amended

or altered in order to correct a clear error of law or to avoid

a   manifest     injustice.”   Reconsideration    Order   5.    The   court

specifically addressed several of Pickens’s arguments, including

the contention in his reply memorandum that the Hypothecation

Agreement does not require a sale of his Code Corporation stock

in order to satisfy his obligations under the Promissory Note.

On this issue, the court observed:

      Defendant claims that, “[t]he simple statement in the
      Hypothecation Agreement is, ‘Pickens shall not remain
      personally liable for any deficiency.’ This is a one
      sentence   statement.      It  does   not   have  any
      contingencies surrounding it.”   The Court disagrees.
      If this were, in fact, “a one sentence statement,”
      without “any contingencies surrounding it,” then
      Defendant would have been immediately released from
      any obligation as soon as Plaintiffs signed the
      Hypothecation Agreement. However, this would have run
      directly counter to the express purpose of the
      Hypothecation Agreement, which was to ensure that
      Defendant paid the small fraction of the damages he
      had allegedly caused to Plaintiffs [as] he had
      previously promised.   Here, Defendant seeks to avoid
      this obligation.


                                    13
            The most logical reading of the portion of the
       Hypothecation Agreement in question is that Defendant
       would be released from his obligation upon sale of the
       stock . . . .     Plaintiffs clearly were not simply
       releasing Defendant from his obligations.      Instead,
       they were seeking some security that Defendant would
       in fact perform these obligations, by reserving the
       right to sell the shares of stock in question to
       obtain what was due to them.      Here, the stock was
       never sold, Defendant acknowledges that no attempt to
       sell the stock was ever [made], and Defendant
       acknowledges   that   the   stock  is  no   longer   in
       Plaintiffs’ possession.

            Exactly why Plaintiffs’ counsel demanded the
       shares of stock and then refused possession and sale
       of the stock is unclear.    However, the reason is not
       relevant to the matter before the Court.      What does
       matter is that Defendant has failed to live up to his
       obligations   under  the   settlement  and   subsequent
       Hypothecation Agreement, and that Plaintiffs never
       sold the shares of stock in Code Corporation, which
       would have released Defendant from those obligations.

Id. at 4-5 (first alteration in original) (citation omitted).

       The district court also rejected Pickens’s contention that

the summary judgment award was premature because he had not been

afforded the opportunity to answer the Amended Complaint after

the    court   authorized   its   filing.      The   court   explained    that

Pickens “did have an opportunity to respond, since he filed an

Answer to the Amended Complaint.”           Reconsideration Order 4.      The

court further recognized that, in any event, “it is undisputed

that    the    stock   certificate   was    not   indorsed    when   it   was

delivered to Plaintiffs’ counsel.”          Id.




                                     14
     Pickens timely noted this appeal from the Summary Judgment

Order and the Reconsideration Order, and we possess jurisdiction

pursuant to 28 U.S.C. § 1291.



                                        II.

     We review a district court’s ruling on a motion for leave

to amend a complaint for abuse of discretion, bearing in mind

that, under Rule 15(a)(2), such leave should freely be given

“when justice so requires.”             See Franks v. Ross, 313 F.3d 184,

192 (4th Cir. 2002).           “The law is well settled that leave to

amend a pleading should be denied only when the amendment would

be prejudicial to the opposing party, there has been bad faith

on the part of the moving party, or the amendment would be

futile.”     Edwards v. City of Goldsboro, 178 F.3d 231, 242 (4th

Cir. 1999) (internal quotation marks omitted).

     We    review   de   novo    a   district    court’s    award   of   summary

judgment,    viewing     the    facts    and   inferences   reasonably     drawn

therefrom in the light most favorable to the nonmoving party.

See FOP Lodge No. 89 v. Prince George’s Cnty., 608 F.3d 183, 188

(4th Cir. 2010).         Summary judgment is appropriate only if the

record shows “that there is no genuine issue as to any material

fact and that the movant is entitled to judgment as a matter of

law.”     Fed. R. Civ. P. 56(c)(2).



                                         15
      We review a district court’s denial of a Rule 59(e) motion

for abuse of discretion.         See Bogart v. Chapell, 396 F.3d 548,

555 (4th Cir. 2005).        “[A] court may grant a Rule 59(e) motion

in   three   circumstances:       (1)    to     accommodate       an    intervening

change in controlling law; (2) to account for new evidence not

available at trial; or (3) to correct a clear error of law or

prevent   manifest   injustice.”         Id.        (internal   quotation        marks

omitted).    Importantly, Rule 59(e) “permits a district court to

correct its own errors, sparing the parties and the appellate

courts the burden of unnecessary appellate proceedings.”                         Pac.

Ins. Co. v. Am. Nat’l Fire Ins. Co., 148 F.3d 396, 403 (4th Cir.

1998) (internal quotation marks omitted).                 “Rule 59(e) motions

may not be used, however, to raise arguments which could have

been raised prior to the issuance of the judgment, nor may they

be used to argue a case under a novel legal theory that the

party had the ability to address in the first instance.”                   Id.



                                    III.

      On appeal, Pickens first contends that the district court

erred   in   concurrently     granting        the    Plaintiffs’       motions    for

summary   judgment   and    to   amend       their    Complaint    without       first

affording him an opportunity to answer the Amended Complaint.

In that regard, Pickens points to the court’s observation in its

Reconsideration Order that Pickens “did have an opportunity to

                                        16
respond, since he filed an Answer to the Amended Complaint” — a

statement         that     ignores       the        fact     that     Pickens’s     Answer

necessarily post-dated the Summary Judgment Order granting the

Plaintiffs’        motion       to    amend.        See    Reconsideration        Order   4.

Additionally, Pickens asserts the theory — not raised in the

district court or supported by citation to any authority — that

the court erred by granting the Plaintiffs’ motion to amend even

though it was filed after the Scheduling Order’s deadline for

such    motions.         Unfortunately         for       Pickens,    even   assuming      the

court erred in its handling of the Plaintiffs’ motion to amend,

its error was harmless.               See Fed. R. Civ. P. 61 (“At every stage

of    the    proceeding,        the    court    must       disregard    all   errors      and

defects that do not affect any party’s substantial rights.”);

McDonough Power Equip., Inc. v. Greenwood, 464 U.S. 548, 554

(1984) (“[I]t is well settled that the appellate courts should

act    in    accordance     with       the   salutary       policy     embodied    in   Rule

61.”).

       Simply put, there was no need for the Plaintiffs to amend

their       Complaint      to    address       the       issue   of     whether    Pickens

satisfied his Promissory Note obligations pursuant to the terms

of the Hypothecation Agreement, because that issue was first

raised       in    these     proceedings            by     Pickens     himself.         More

specifically, once the Plaintiffs had alleged in their original

Complaint of January 21, 2008, that Pickens had defaulted on his

                                               17
Promissory Note obligations, Pickens filed an April 10, 2008

Answer      asserting     the    defenses       that        “[t]he       debt        owed    to

Plaintiffs     by    Defendant    pursuant          to    the   Promissory       Note        was

satisfied when Defendant surrendered the Code Corporation Stock

to Plaintiffs’ counsel” and that “Plaintiffs’ claims are barred

by the terms of the Hypothecation Agreement dated November 17,

2004 executed by Defendant and accepted by Plaintiffs.”                                     J.A.

16.      In these circumstances, the Plaintiffs were entitled to

refute Pickens’s defenses in their dispositive motion papers,

without any need to amend their Complaint.                      And, as the district

court properly recognized, Pickens had “ample opportunity” at

the     summary      judgment     stage        to        address     the       Plaintiffs’

Hypothecation Agreement-related contentions, “but chose not to”

do so.      See Braunstein, 593 F. Supp. 2d at 840.

      Pickens also contends on appeal that the district court’s

summary judgment award was inappropriate because “questions of

material     fact    exist.”      Br.     of    Appellant          18.        Many    of    the

“questions of material fact” identified by Pickens are actually

questions of law.             Moreover, Pickens failed to raise any of

those    issues     at   the    summary    judgment         stage,       as    his     entire

defense against the Plaintiffs’ summary judgment motion was that

he    was    willing     to     provide    an        endorsement         of     the     Stock

Certificate.        And, although Pickens belatedly raised some of his

“questions of material fact” at the reconsideration stage (e.g.,

                                          18
that he could satisfy his Promissory Note obligations pursuant

to   the   Hypothecation          Agreement       without   a   sale     of     the       Code

Corporation      stock),      other      issues      were   even    more        belatedly

introduced in this appeal (e.g., that the Plaintiffs accepted

the original Stock Certificate by submitting it to the district

court rather than returning it to him).

      Having     had    the       benefit     of    oral    argument          and    having

carefully considered the briefs, the Joint Appendix, and the

applicable authorities, we are satisfied that the district court

properly awarded summary judgment in this matter.                         Furthermore,

we are satisfied that the court did not abuse its discretion in

refusing    to   alter      or    amend     the    judgment     under     Rule       59(e).

Accordingly,     we    affirm      the    judgment    entered      in    favor       of    the

Plaintiffs, substantially for the reasons spelled out by the

district   court       in   its    Summary       Judgment   Order       and    subsequent

Reconsideration Order.

                                                                                    AFFIRMED




                                            19
