                                PUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                               No. 13-1696


PRIORITY AUTO GROUP, INC.,

                Plaintiff - Appellant,

           v.

FORD MOTOR COMPANY,

                Defendant - Appellee.



Appeal from the United States District Court for the Eastern
District of Virginia, at Norfolk.    Rebecca Beach Smith, Chief
District Judge. (2:12-cv-00492-RBS-LRL)


Argued:   May 15, 2014                        Decided:   June 26, 2014

                         Amended:   July 30, 2014


Before GREGORY, AGEE, and KEENAN, Circuit Judges.


Affirmed by published opinion. Judge Agee wrote the opinion, in
which Judge Gregory and Judge Keenan joined.


ARGUED: Brad D. Weiss, CHARAPP & WEISS, LLP, McLean, Virginia,
for Appellant.   Dominic Francis Perella, HOGAN LOVELLS US LLP,
Washington, D.C., for Appellee.    ON BRIEF: Michael G. Charapp,
CHARAPP & WEISS, LLP, McLean, Virginia, for Appellant. Kurt D.
Williams, BERKOWITZ OLIVER WILLIAMS SHAW & EISENBRANDT LLP,
Kansas City, Missouri; Christopher T. Handman, Sean Marotta,
HOGAN LOVELLS US LLP, Washington, D.C., for Appellee.
AGEE, Circuit Judge:

     In this case, the prospective buyer of a car dealership

sued a manufacturer-franchisor who exercised its right of first

refusal under the franchise agreement, thereby preventing the

prospective        buyer    from    purchasing     the   dealership.         The

prospective buyer, Priority Auto Group, Inc. (“Priority Auto”),

alleged that Ford Motor Company (“Ford”) imposed an unlawful

condition     on    the    sale    of   the   dealership,   in   violation   of

Virginia    Code      §    46.2-1569(3a),       and   engaged    in    tortious

interference with its contract and business expectancy.                      The

district court dismissed these claims pursuant to Federal Rule

of Civil Procedure 12(c), and Priority Auto now appeals.                     For

the reasons that follow, we affirm the judgment of the district

court.



                                         I.

     Kimnach Ford, Inc., (“Kimnach”) operated an authorized Ford

dealership in Norfolk, Virginia.              Subject to certain limitations

not at issue here, the Kimnach-Ford franchise agreement gave

Ford the right of first refusal in the event that Kimnach’s

owner decided to sell the dealership.

     In 2010, Kimnach’s owner agreed to sell Kimnach to Priority

Auto under a purchase agreement that conditioned the sale on

Ford approving Priority Auto as a Ford franchisee.                    Kimnach’s

                                          2
owner notified Ford of the intended sale and requested that Ford

approve Priority Auto as a Ford dealer.                   Ford declined to do so,

stating         instead   that    it    would      exercise   its    right       of   first

refusal.         It then assigned this right to a third party, which

purchased         Kimnach,       dispersed        its   assets,     and     closed      the

dealership.

       Priority Auto sued Ford in Virginia state court alleging,

in   relevant       part,    that      Ford   violated    Virginia        Code    §   46.2-

1569(3a)         (“Subdivision      3a”), 1   which     governs     a   motor     vehicle

manufacturer’s ability to impose conditions on the transfer or

sale       of   franchises,      and   also     tortiously    interfered         with   its

purchase agreement and business expectancy under Virginia common

law.       Specifically, Priority Auto asserted that Ford unlawfully

rejected it as a prospective buyer of the Kimnach dealership

because Ford had not relied on a permitted statutory ground.

Furthermore, Priority Auto contended that although Subdivision

3a states that a manufacturer’s decision to exercise the right

of first refusal does not impose a prohibited condition, Ford

could not rely on that exception because it had not complied

with one of the requirements for exercising that right under

§ 46.2-1569.1.            Namely, Priority Auto maintained that Ford did

not give Kimnach’s owner “the same or greater consideration” for

       1
       Except where noted, all statutory citations are to the
Code of Virginia.


                                              3
the dealership as Priority Auto’s purchase would have provided.

See   §   46.2-1569.1(2).          Finally,    Priority    Auto    asserted    that

Ford’s conduct interfered with its plan to purchase Kimnach, and

constituted tortious interference with a contract and tortious

interference with business expectancy under Virginia common law.

       Ford removed the case to the District Court for the Eastern

District of Virginia on the basis of diversity jurisdiction, and

then moved for judgment on the pleadings under Federal Rule of

Civil Procedure 12(c).

       The district court referred the case to a magistrate judge,

who conducted a hearing and issued a report recommending that

the district court grant the motion to dismiss.                    The magistrate

judge concluded that Priority Auto lacked standing to bring a

claim under Subdivision 3a that was predicated on challenging

the   sufficiency     of     the   consideration    Ford    paid    to   Kimnach’s

owner     when   it   exercised     the   right    of   first     refusal.      The

magistrate judge also concluded that Priority Auto’s tortious

interference claims failed as a matter of law because Ford’s

exercise of the statutory and contractual right of first refusal

could not constitute the necessary element of an improper method

or    wrongful    means    under    Virginia    law.       The    district    court

adopted the magistrate judge’s findings and recommendations in

full,     and    dismissed    Priority    Auto’s    claims       with    prejudice.



                                          4
Priority Auto Group, Inc., v. Ford Motor Co., No. 2:12-cv-492,

2013 U.S. Dist. LEXIS 69216 (E.D. Va. May 15, 2013).

     Priority      Auto     noted     a    timely     appeal,    and      we   have

jurisdiction pursuant to 28 U.S.C. § 1291.



                                          II.

     Priority Auto raises two issues on appeal: (1) whether the

district court erred in holding that Priority Auto did not have

standing to sue Ford under Subdivision 3a, and (2) whether the

district   court    erred    in     concluding      Priority    Auto’s    tortious

interference claims failed as a matter of law because Ford’s

exercise of the right of first refusal did not constitute an

improper act under Virginia tort law.

     This Court reviews de novo a district court’s grant of a

Rule 12(c) motion for judgment on the pleadings.                         Butler v.

United States, 702 F.3d 749, 751 (4th Cir. 2012).                  The standard

for Rule 12(c) motions is the same as applied to Rule 12(b)(6)

motions, which should only be granted if, “accepting all well-

pleaded allegations in the plaintiff’s complaint as true and

drawing all reasonable factual inferences from those facts in

the plaintiff’s favor, it appears certain that the plaintiff

cannot prove any set of facts in support of his claim entitling

him to relief.”     Edwards v. City of Goldsboro, 178 F.3d 231, 244

(4th Cir. 1999).

                                          5
       As a federal court exercising diversity jurisdiction, we

are tasked with applying the law of Virginia as it would be

applied by the Supreme Court of Virginia if the case were before

that court.          See Nature Conservancy v. Machipongo Club, Inc.,

579 F.2d 873, 875 (4th Cir. 1978).                      Although the Supreme Court

of Virginia has not opined on the exact issues and statutory

questions raised in this case, we conclude that well-settled

overarching legal principles allow us to fulfill this charge. 2



                                           A.

       Priority Auto first asserts that it has a cause of action

under Subdivision 3a because Ford imposed a prohibited condition

on the sale of the Kimnach dealership.                      That is to say, Priority

Auto       claims    Ford    is   amenable       to    suit   under   Subdivision    3a

because Ford exercised its contractual and statutory right of

first refusal in a way that ultimately “exercise[d] [a] right of

first      refusal    that    did   not   meet        the   requirements   of   section

46.2-1569.1.” 3        (Opening Br. 26.)          Priority Auto further contends


       2
       Priority Auto has also moved for this Court to certify
several questions to the Supreme Court of Virginia. Because we
conclude certification is not necessary to resolve the issues
before us, we deny the motion.
     3
       Priority Auto also asserts that because Ford’s exercise of
the right of first refusal should be deemed ineffective, the
only way Ford could lawfully prevent Priority Auto from
purchasing the Kimnach dealership was if it had complied with
the requirements of § 46.2-1569(3) (“Subdivision 3”) by relying
(Continued)
                                             6
that   the   district   court’s   holding        that    it   lacked   standing

misapprehended    the   nature    of       its   claim   since   it    was   not

proceeding directly under § 46.2-1569.1 (governing the right of

first refusal), but rather under Subdivision 3a (governing the

imposition of conditions on the sale of a dealership).

       Priority Auto’s arguments simply miss the mark.                  Despite

Priority Auto’s attempts to cast itself as a victim of Ford’s

business machinations, it does not matter how earnestly Priority

Auto wanted to purchase Kimnach, nor does it matter why Ford

opted to exercise its right of first refusal or what Ford (via

its assignee) did with Kimnach after exercising that right.                  Put

differently, neither the prelude nor the postscript to Ford’s




on one of the listed grounds for rejecting a prospective buyer.
As Ford did not independently satisfy those requirements,
Priority Auto contends Ford is amenable to suit under these
statutes for blocking Priority Auto’s purchase of Kimnach.
     The parties do not dispute that Ford did not provide
written notice pursuant to or otherwise rely on one of
Subdivision 3’s grounds for prohibiting Kimnach’s sale to
Priority Auto.
     The magistrate judge correctly construed these provisions
in tandem by recognizing that Subdivision 3a “does not grant a
prospective buyer of an automobile dealership the right to sue a
manufacturer that rejects the prospective buyer but also fails
to give the dealer one of four statements of specific grounds
for the rejection [delineated in Subdivision 3] if the
manufacturer exercises its right of first refusal under § 46.2-
1569.1.”   (J.A. 949.)  Our focus, then, is on whether Priority
Auto may use Subdivision 3a to challenge the validity of Ford’s
exercise of the right of first refusal, and specifically, the
sufficiency of the consideration it paid in attempting to
exercise that right.


                                       7
exercise of the right of first refusal matters for purposes of

determining     whether     Priority      Auto   can     pursue      the   particular

challenges it seeks to bring in this case.

      Although “statutory standing” is a phrase primarily invoked

in federal courts, the concept is firmly established in Virginia

jurisprudence as well.            In Small v. Fed. Nat’l Mortg. Assoc.,

747 S.E.2d 817 (Va. 2013), for example, the Supreme Court of

Virginia described the relevant inquiry as

      mak[ing] certain that a party who asserts a particular
      position has the legal right to do so and that his
      rights will be affected by the disposition of the
      case.    When a plaintiff files an action under a
      particular statute . . . , the standing inquiry does
      not turn simply on whether the plaintiff has a
      personal stake in the outcome of the controversy, or
      whether the plaintiff’s rights will be affected by the
      disposition of the case.    Rather, the plaintiff must
      possess the legal right to bring the action, which
      depends on the provisions of the relevant statute.

Id. at 820 (quotation marks and citations omitted).

      Our analysis begins with the text of the statute.                             See

Antisdel v. Ashby, 688 S.E.2d 163, 166 (Va. 2010) (“When the

language of a statute is unambiguous, [the Court] is bound by

the   plain     meaning     of    the    words     used.”).          Subdivision     3a

prohibits a manufacturer from “impos[ing] a condition on the

approval   of    the      sale    or    transfer    of    the     ownership    of     a

dealership . . . if the condition would violate the provisions

of this title if imposed on the existing dealer.”                          And under

certain    conditions       not    in    dispute     here,      it    authorizes      a

                                          8
prospective buyer to file suit for the violation of Subdivision

3 or Subdivision 3a for damages suffered as a result of the

violation     of     the    statute.         Lastly,       however,          Subdivision       3a

specifically provides that “[n]otwithstanding the foregoing, an

exercise of the right of first refusal by the manufacturer . . .

pursuant to § 46.2-1569.1 shall not be considered the imposition

of a condition prohibited by this section.”

      Under    Subdivision         3a’s      plain    terms,       then,       no   cause      of

action     lies     when    a    manufacturer         conditions         the    sale     of    a

franchise on the exercise of its right of first refusal.                                  That

is   precisely      what    occurred      here:      Priority       Auto       attempted      to

purchase      the    Kimnach       dealership.            Ford,     the        manufacturer,

“impose[d] a condition on the approval of the sale or transfer

of   the   ownership        of     [Kimnach]      dealership”           by    invoking      its

contractual right of first refusal—i.e., by requiring that it,

rather than Priority Auto, be given the opportunity to purchase

the dealership.           Cf. § 46.2-1569(3a).            Moreover, Ford’s exercise

of   the   right     of    first    refusal       “shall    not     be       considered       the

imposition of a condition prohibited by” Virginia statute.                                  Id.

As such, Priority Auto has no standing to bring a claim that

Ford’s     exercise        of    the    right        of    first     refusal        violated

Subdivision 3a because Subdivision 3a expressly prohibits that

argument.           Cf.    Small,      747    S.E.2d       at     820        (characterizing



                                              9
statutory       standing   as     ensuring       that    “a   party        who    asserts        a

particular position has a legal right to do so”).

         As    noted,   Priority    Auto      acknowledges       that       exercising           a

right of first refusal would ordinarily not be considered an

improper condition under Subdivision 3a.                      Nonetheless, Priority

Auto contends that Ford cannot rely on that exemption because

Ford failed to separately satisfy one of the requirements for

exercising a right of first refusal under Virginia Code § 46.2-

1569.1.        That is, Priority Auto asserts that a lawful exercise

of the right of first refusal requires meeting all of the §

46.2-1569.1 requirements for the exercise of the right of first

refusal in order to avoid being considered “the imposition of a

condition prohibited by” Subdivision 3a.                      Citing the requirement

in   §    46.2-1569.1(2)        that    the    exercise       “will        result      in    the

dealer’s       and   dealer’s     owner’s     receiving        the    same       or   greater

consideration as they have contracted to receive in connection

with the proposed change of ownership or transfer,” Priority

Auto     maintains      that    Kimnach’s        owner    actually         received         less

consideration as a result of its sale to Ford’s assignee than it

would     if    Priority   Auto    had   purchased        the    dealership.                As   a

consequence,         Priority    Auto    concludes        Ford       did    not       lawfully

exercise the right of first refusal under § 46.2-1569.1 and that

Subdivision 3a authorizes it to challenge the validity of the



                                            10
consideration Ford provided under § 46.2-1569.1 since that is

pertinent to its Subdivision 3a claim.

     Rather than misapprehending the nature of Priority Auto’s

claim, the district court understood fully what Priority Auto

sought to do and why it had to pursue the circuitous argument it

advanced.    Moreover, the district court understood that although

Priority Auto purported to proceed under Subdivision 3a, the

legal right it was asserting in order to bring that claim was

actually    set    forth    in    §     46.2-1569.1(2),       and    was    designed     to

protect    the    dealer       rather    than     the    prospective       buyer.       The

district     court     thus      appropriately           recognized    its      duty    to

interpret    statutory         provisions       in   a    manner    that    gives   “full

meaning, force, and effect” to related statutes.                           Antisdel, 688

S.E.2d at 166.

     As the district court held, Priority Auto’s understanding

of the statutes “myopically focuses on Virginia Code §§ 46.2-

1569 and 46.2-1569.1 without regard to their harmonization with

each other and with the purpose of the [Motor Vehicle Franchise]

Act.”      (J.A. 948.)          As noted, § 46.2-1569.1 sets forth four

requirements       that    a     manufacturer        must    satisfy       in   order    to

exercise its right of first refusal.                     Three of the requirements,

including    the     adequacy      of    the     consideration      challenged      here,

discuss obligations between the manufacturer and the dealer or

dealer’s owner.           The fourth requirement—which is not at issue

                                            11
here—entitles        the     proposed     buyer       to     “reasonable     expenses”

incurred prior to the manufacturer’s exercise of its rights. 4

§ 46.2-1569.1(4).

        As the magistrate judge observed, this fourth requirement

“is the only one in § 46.2-1569.1 that specifically refers to

prospective buyers and grants them some form of relief.”                           (J.A.

952.)       And “[b]ecause § 46.2-1569.1 grants the prospective buyer

a specific benefit arising from the manufacturer’s exercise of

its right of first refusal, there can be no suggestion that the

other provisions in that section, which are silent as to the

prospective        buyer,    make   a   similar       grant    of    benefits     to   the

prospective        buyer.”      (J.A.     952.)        Simply       put,   the    General

Assembly granted prospective buyers only one right to relief

following      a    manufacturer’s       exercise       of    the    right   of    first

refusal: a claim for reasonable expenses incurred, pursuant to §

46.2-1569.1(4).        And Ford has already satisfied Priority Auto’s

claim for such relief in this case.

     Adopting Priority Auto’s interpretation of Subdivision 3a’s

right of first refusal exception would lead to several illogical

results.      At the outset, it places a prospective buyer in a much

more significant position to thwart the objectives of permitting

a right       of   first    refusal     than    the   Virginia       statutes    permit.

        4
       Priority Auto concedes Ford has paid all its reasonable
expenses due under § 46.2-1569.1(4).


                                           12
See,   e.g.,     Fivebaugh     v.   Whitehead,        559   S.E.2d    611,    615   (Va.

2002) (“[A] right of first refusal is included in a contract for

the    benefit    of   the    person    who     is    given   the    right.”).        The

General Assembly has considered the effect of the exercise of a

right of first refusal on a prospective buyer and has provided

for what it believed to be adequate relief for those interests

in that transaction, as provided in § 46.2-1569.1(4).                         Allowing

prospective buyers a back door opportunity to recover, pursuant

to Subdivision 3a, more than reasonable expenses under § 46.2-

1569.1 would allow prospective buyers the opportunity to recover

more   than    what    the   General     Assembly       believed     they    should    be

entitled to recover as a result of a manufacturer’s decision to

exercise its right of first refusal.                  For that reason, too, this

interpretation would render the relief authorized under § 46.2-

1569.1(4) meaningless.

       Moreover,       Priority        Auto’s        position       would    allow      a

prospective buyer to “sue a manufacturer for allegedly depriving

the    dealer      [not      the    prospective         buyer    itself]       of     the

consideration to which it is entitled.”                       (J.A. 952.)      Nowhere

has the Virginia legislature suggested that a prospective buyer

can advance the dealer’s interests when a manufacturer exercises

its right of first refusal, let alone that it can recover the

benefit of its proposed bargain from a manufacturer who invokes

that right.

                                          13
       Priority         Auto’s       position          also    would          allow     a    prospective

buyer to recover damages via Subdivision 3a based on a claimed

violation of § 46.2-1569.1(2) even where—as by all accounts is

the    case     here—the            dealer       is        perfectly          satisfied        with       the

consideration it received.                        Priority Auto is thus seeking to

rely     on    a    statutory            provision          that         does     not       protect       its

interest, but that of the dealer.                            And it seeks to do so not to

advance the dealer’s interests, but its own.                                      Indeed, Priority

Auto attempts to use § 46.2-1569.1(2) to recover greater relief

than   a      dealer      could       conceivably             recover         under      the      statute.

Neither       Subdivision           3a     nor     §       46.2-1569.1           supports         Priority

Auto’s     view,        nor    do     we       conclude        that       is     what       the    General

Assembly intended when enacting these statutes.

       Consistent         with       the       district        court’s           interpretation            of

these provisions, we believe the appropriate construction of the

statutes       as   a     whole      does        not       allow     a    prospective             buyer    to

challenge,          via        Subdivision              3a,        the          validity          of      the

manufacturer’s           exercise         of     the       right     of       first     refusal         under

§ 46.2-1569.1.                Courts       need        look     no        further       than       to     the

manufacturer’s           exercise          of     the       right        of     first       refusal       to

conclude       that      no    cause       of     action       lies        for        Priority         Auto’s

claimed violation of Subdivision 3a.                               This understanding of the

statutes      permits         the    protected             parties       to     sue    under       §    46.2-

1569.1 when they claim that the manufacturer’s exercise of the

                                                      14
right    of   first   refusal     violated       that    statute’s   requirements.

And it permits the protected parties to sue under Subdivision 3a

for violations arising from an allegedly unlawful imposition of

a condition of sale where the manufacturer has not exercised a

right of first refusal.           This reading “give[s] reasonable effect

to every word” in both statutes, Jones v. Conwell, 314 S.E.2d

61, 64 (Va. 1984), reads the “related statutes in pari materia

in order to give . . . consistent meaning to the language used

by the General Assembly, Va. Polytechnic Inst. & State Univ. v.

Interactive Return Serv., Inc., 626 S.E.2d 436, 439 (Va. 2006),

and     ultimately       best   carries         out     the   legislative     intent

underlying each provision.            See Boynton v. Kilgore, 623 S.E.2d

922,    925    (Va.   2006)       (“When    interpreting        statutes,    courts

‘ascertain and give affect to the intention of the legislature.’

That intent is usually self-evident from the words used in the

statute.       Consequently, courts apply the plain language of a

statute unless the terms are ambiguous, or applying the plain

language would lead to an absurd result.” (citations omitted)).

       The    district    court    did     not    err    in   dismissing    Priority

Auto’s statutory claim for lack of standing.



                                           B.

       Priority Auto alternatively challenges the district court’s

conclusion that its tortious interference claims failed as a

                                           15
matter of law.        In sum, Priority Auto contends that Ford is

amenable to suit for tortious interference because it unlawfully

exercised     the   right    of    first      refusal      by   paying    inadequate

consideration for the dealership under Virginia Code § 46.2-

1596.1(2) and by exercising the right solely in order to ensure

the Kimnach dealership closed.           These arguments lack merit.

      Under Virginia law, the tort of intentional interference

with contractual rights or business expectancy consists of the

following prima facie elements: (1) the existence of a valid

contractual     relationship        or     business        expectancy;     (2)   the

putative      interferer’s        knowledge      of     the      relationship    or

expectancy; (3) an intentional interference inducing or causing

a breach or termination of the relationship or expectancy; and

(4) resulting damage to the plaintiff.                     Lewis-Gale Med. Ctr.,

LLC v. Alldredge, 710 S.E.2d 716, 720 (Va. 2011).                        In certain

contexts, including interference with prospective businesses and

business expectancies, a plaintiff must also allege as part of

its   prima   facie   case     “that     the    defendant       employed    improper

methods.”      Id. at 149 (emphasis omitted); see also Duggin v.

Adams, 360 S.E.2d 832, 836 (Va. 1987) (collecting cases); Dunlap

v. Cottman Transmissions Sys., LLC, 754 S.E.2d 313, 318 n.5 (Va.

2014)   (describing      what      constitutes        “improper       methods”    as

including “violence, threats or intimidation, bribery, unfounded

litigation,     fraud,      misrepresentation         or    deceit,      defamation,

                                         16
duress,    undue          influence,         misuse          of   inside     or     confidential

information,         or    breach       of    a    fiduciary         relationship”).           The

magistrate judge’s analysis focused on the third element—whether

improper interference had occurred, and in particular whether

Priority Auto properly alleged that Ford engaged in “improper

methods” in thwarting the sale of Kimnach to Priority Auto by

exercise of the right of first refusal.

     Priority Auto’s complaint alleged no more wrongful conduct

than Ford exercising its right of first refusal.                                        And while

Priority Auto reasserted the same allegations as above for why

it viewed that exercise as unlawful, it did not point to any

other    act    as    being       the    basis         for    its    tort    claims. 5      Under

Virginia       law,       when    a     defendant        is       “engaged     in   the    lawful

exercise       of     [its]      statutory         and        contractual         rights    which

incidentally may have interfered with the [plaintiff’s] private

negotiations[,         such      conduct]         is    not       actionable      and   will   not

support    recovery         for       tortious         interference         with    contractual

relations.”          Charles E. Brauer Co. v. NationsBank of Virginia,

N.A., 466 S.E.2d 382, 387 (Va. 1996); see also Lewis-Gale Med.

     5
        On appeal, Priority Auto also references additional
materials outside the pleadings to assert Ford’s “improper
methods” in exercising its right of first refusal.    We do not
consider these arguments or materials because the district court
specifically refused to convert the Rule 12(c) motion into a
motion for summary judgment or to consider materials that would
require that conversion, and Priority Auto does not challenge
those rulings in this appeal.


                                                  17
Ctr., 710 S.E.2d at 722 (“a threat to perform an act one is

legally entitled to perform is not a wrongful act” for purposes

of adequately alleging “improper methods” as part of a claim of

tortious    interference).         Here,    Ford    was   authorized      by    both

statute and contract to exercise a right of first refusal that

could “interfere” with Priority Auto’s purchase of the Kimnach

dealership.       Ford could conceivably be sued under its contract

with Kimnach or under Va. Code § 46.2-1596.1 if some aspect of

its   conduct     violated   either        source   of    the    right    it    was

exercising.       But the exercise of the right cannot itself be an

“improper method” of interference that would make it amenable to

suit in tort.       Accordingly, the district court did not err in

dismissing Priority Auto’s claims for tortious interference.



                                     III.

      For   the    reasons   set   forth     above,      the   judgment    of    the

district court dismissing Priority Auto’s claims with prejudice

is

                                                                         AFFIRMED.




                                      18
