                                                           [DO NOT PUBLISH]



              IN THE UNITED STATES COURT OF APPEALS

                      FOR THE ELEVENTH CIRCUIT
                       ________________________                   FILED
                                                         U.S. COURT OF APPEALS
                              No. 07-14215                 ELEVENTH CIRCUIT
                                                              MARCH 28, 2008
                          Non-Argument Calendar
                                                            THOMAS K. KAHN
                        ________________________
                                                                 CLERK

                    D. C. Docket No. 06-01593-CV-TCB-1

SOUTHERN ENTERTAINMENT TELEVISION, INC.,

                                                       Plaintiff-Appellant,

                                    versus

COMCAST CORPORATION,
                                                       Defendant-Appellee.
                        ________________________

                 Appeal from the United States District Court
                    for the Northern District of Georgia
                      _________________________

                              (March 28, 2008)

Before TJOFLAT, BLACK and MARCUS, Circuit Judges.

PER CURIAM:

     Southern Entertainment Television, Inc. (“SET”) appeals the district court’s

final judgment in favor of Comcast Corp. (“Comcast”). SET is a music video
marketer and television programming service. Comcast is a provider of cable,

entertainment, and communications products and services. SET filed this suit

alleging a claim for breach of the parties’ Affiliation Agreement and seeking $150

million in damages.1 The district court granted Comcast’s motion to dismiss the

complaint, pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, finding

that SET had not stated a claim for breach of the Affiliation Agreement because that

agreement obligated Comcast to carry SET’s programming only in the event that

Comcast launched SET’s programming. On appeal, SET argues that the terms of the

Affiliation Agreement are ambiguous and that Comcast triggered its obligations by

issuing a “launch notice.” We affirm.

       A district court’s dismissal pursuant to Rule 12(b)(6) is subject to de novo

review. See Harris v. IVAX Corp., 182 F.3d 799, 803 (11th Cir. 1999). We take as

true the allegations the plaintiff sets forth in the complaint and examine whether those

allegations describe an injury for which the law provides relief. See Welch v. Laney,

57 F.3d 1004, 1008 (11th Cir. 1995). We construe the plaintiff’s allegations liberally

because the issue is not whether plaintiff will ultimately prevail but whether the

plaintiff is entitled to offer evidence to support its claims. See Scheuer v. Rhodes,



       1
          SET also asserted an antitrust claim, which the district court dismissed for failure to state
a claim. The dismissal of the antitrust claim is not at issue in this appeal.

                                                  2
416 U.S. 232, 236 (1974). We also review de novo the district court’s interpretation

of a contract’s provisions. LaFarge Corp. v. Travelers Indem. Co., 118 F.3d 1511,

1515 (11th Cir. 1997).

      On appeal, SET urges that the district court’s dismissal of the complaint was

based on a misunderstanding of the term “launch,” which is not defined in the

Affiliation Agreement. The Affiliation Agreement was executed on August 8, 1997,

between SGM Television, Inc. (“SGM”), which ultimately assigned the Agreement

to SET, and Satellite Systems, Inc. (“SSI”), now a wholly-owned subsidiary of

Comcast. The provision at issue provides the following:

      [SSI] shall have the right, upon written notice to [SGM] within thirty
      (30) days thereof, to elect to include under this Agreement, and to
      demand authorization from [SGM], if necessary, and to launch the
      Service [SGM’s programming] on, any Cable System or other video
      distribution system or enterprise by which or to which [SSI] is
      authorized to exhibit, distribute, subdistribute and/or authorize the
      reception of the Service [SGM’s programming] pursuant to Section 1(a)
      hereof. Any Cable System or other video distribution system or
      enterprise that meets the System Qualifications of Exhibit A hereto, and
      that [SSI] elects to include under this Agreement, individually, as a
      “System” or, collectively, as “Systems,” as set forth on Schedule 1
      hereto, as such Schedule 1 may be added to or deleted from, from time
      to time, pursuant to the terms of this Agreement. Upon [SGM’s] receipt
      of notice of such an election, Schedule 1 hereto shall be deemed to
      include such System and such System shall be included as a System
      under this Agreement as if the later of: (i) the launch date of the Service
      [SGM’s programming] on such System, (ii) the date such System first
      meets the System Qualifications of Exhibit A hereto, or (iii) the date for



                                          3
      inclusion specified in such notice if such notice is properly given
      pursuant to Section 11 hereof.

On October 31, 1997, SSI issued a “Notification of Digital Launch” to SGM. The

Notification provided that SSI was “propos[ing] to launch the SGM service” with a

proposed launch date of December 9, 1997. It is undisputed that neither SSI nor

Comcast ever carried the programming of SGM, or its successor, SET. In other

words, the proposed launch never took place.

      Put simply, the Agreement does not obligate Comcast to carry SET’s

programming under these circumstances. Rather, the Agreement gives Comcast a

non-exclusive right, but not an obligation, “to exhibit, distribute, and authorize”

SET’s programming. Under the terms of the Agreement, any obligation on Comcast’s

part is triggered only upon “launch,” which did not occur here. Moreover, contrary

to SET’s argument, asserted for the first time here, issuance of a “launch notice,”

alone, does not suffice. In short, the “Notification of Digital Launch” did not

constitute a “launch” of SET’s programming, as contemplated by the unambiguous

terms of the Affiliation Agreement. Accordingly, Comcast did not breach the

Agreement by failing to carry SET’s programming. We discern no error in the district

court’s interpretation of the Agreement or the court’s legal analysis, including its




                                         4
application of the dismissal standard under Rule 12(b)(6), as discussed in Bell

Atlantic Corp. v. Twombly, 127 S. Ct. 1955, 1964-65 (2007).

      AFFIRMED.




                                       5
