                             UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                             No. 05-1828



WARREN A. NEGRI, JR.,

                                               Plaintiff - Appellant,

     versus


NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY;
WILLIAM H. BECKLEY,

                                              Defendants - Appellees.



Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria. Leonie M. Brinkema, District
Judge. (CA-05-563-1)


Submitted:    December 20, 2005            Decided:   January 19, 2006


Before LUTTIG, MICHAEL, and MOTZ, Circuit Judges.


Affirmed by unpublished per curiam opinion.


Joseph F. Cunningham, Molly Peacock, CUNNINGHAM & ASSOCIATES,
P.L.C., Arlington, Virginia, for Appellant.   E. Ford Stephens,
CHRISTIAN & BARTON, L.L.P., Richmond, Virginia; Paul F. Heaton,
Beth Ermatinger Hanan, GASS WEBER MULLINS, L.L.C., Milwaukee,
Wisconsin, for Appellees.


Unpublished opinions are not binding precedent in this circuit.
See Local Rule 36(c).
PER CURIAM:

     In this diversity case, Warren A. Negri, Jr., appeals the

district court’s grant of the motion to dismiss of Northwestern

Mutual Life Insurance Company and William H. Beckley.             We affirm.



                                    I.

     Negri enjoyed a thirty-year career as a General Agent for

Northwestern, but the relationship eventually soured.             On January

6, 2003, Beckley, one of Negri’s supervisors, asked Negri to take

early   retirement   from   his   position   as   a   General   Agent.    In

exchange, Beckley offered to let Negri stay at Northwestern as a

Special Agent for as long as he chose to remain.                In addition,

Beckley provided Negri with a written Margin Flow Projection that

detailed Negri’s projected income for nine years following his

departure as a General Agent.

     On January 15, 2003, Negri wrote a letter to Beckley accepting

Beckley’s oral offer of January 6.        However, on January 16, 2003,

Beckley wrote a response letter saying that the calculations in the

original Margin Flow Projection were incorrect. He attached to his

letter a new Projection that lowered Negri’s expected income by

approximately $900,000; Beckley emphasized that this lowered amount

was only an estimate, not a promise.         Beckley’s January 16 letter

also withdrew the original guarantee that Negri could remain at

Northwestern indefinitely after retiring from his General Agent


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position.      At the end of the letter, Beckley asked Negri to

“confirm your understanding and agreement to the points outlined in

this letter with respect to your resignation.”            Three days later,

after consulting with counsel, Negri signed the letter and returned

it to Beckley.

      On October 22, 2004, Negri filed a Motion for Judgment in

Virginia state court.        As later amended, Negri alleged two state

law claims against Northwestern and Beckley: (1) breach of contract

based on the oral agreement of January 6, or alternatively duress

in forcing Negri to agree to the terms of the January 16 letter,

and   (2)   fraudulent       inducement    based    on     Beckley’s     oral

representations on January 6. Northwestern and Beckley removed the

case to the District Court for the Eastern District of Virginia.

The district court then granted the defendants’ motion to dismiss.

Negri noted a timely appeal.



                                    II.

      Under Virginia law, the only contract at issue in this case is

the written letter sent by Beckley to Negri on January 16 and

signed by Negri on January 20.        “The general rule in Virginia is

that parol evidence of prior stipulations or oral agreements is

inadmissable    to   vary,   contradict,   or   explain    the   terms   of   a

complete, unambiguous, unconditional written contract.”             Price v.

Taylor, 251 Va. 82, 86, 466 S.E.2d 87, 89 (1996).                 The parol


                                    -3-
evidence rule applies even when, as here, a plaintiff alleges that

a subsequent written agreement merely changed the terms of a prior

oral agreement.      See Rock-Ola Mfg. Corp. v. Wertz, 282 F.2d 208,

210-11 (4th Cir. 1960). Because no contract other than the January

16 letter is before us, and because Negri has not alleged any

breach of the terms of that letter, we agree with the district

court that Negri has failed to state a claim for breach of

contract.

      We also agree with the district court that Negri has failed to

state a claim of duress based on his signing of the January 16

letter.   Negri had three days to consider the terms of the letter

and   consulted     his    own   lawyer    before       making   his    decision.

Furthermore, the only source of duress he has alleged is an

implicit threat that he would be fired if he did not agree to the

terms of the January 16 letter.             Because Negri was an at-will

employee, Northwestern would have been perfectly within its rights

if it had fired him.         A threat to enforce a legal right cannot

constitute duress.        Goode v. Burke Town Plaza, Inc., 246 Va. 407,

411, 436 S.E.2d 450, 452-53 (1993).

      Negri   has   also    failed   to    state    a    claim   of    fraudulent

inducement based on Beckley’s oral representations.                    To sustain

such a claim, “the plaintiff must prove a false representation, of

a material fact, made intentionally and knowingly, with intent to

mislead, reliance by the party misled, and resulting damage.”


                                     -4-
Yuzefovsky v. St. John's Wood Apartments, 261 Va. 97, 112, 540

S.E.2d 134, 142 (2001).     Negri cannot show that he reasonably

relied upon any misrepresentation.    Whatever Beckley may have said

on January 6, his letter of January 16 clearly and expressly laid

out the terms of the written agreement.      Given that Negri took

three days to consider the terms of that letter and also consulted

his own attorney about what to do, his claim that he reasonably

relied on Beckley’s prior oral representations fails.

     Finally, Negri also appeals the district court’s refusal to

permit him to join an additional defendant, Leo C. Tucker, whose

joinder would have destroyed diversity jurisdiction.    Negri never

alleged that Tucker took part in the January 2003 discussions that

form the basis of his allegations, and Negri had already non-suited

Tucker in state court. Accordingly, the district court did not err

in denying this motion.



                               III.

     For the foregoing reasons, we affirm the judgment of the

district court.   We dispense with oral argument because the facts

and legal contentions are adequately presented in the materials

before the court and argument would not aid the decisional process.



                                                           AFFIRMED




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