                              UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                              No. 14-2366


GEORGE RISHELL, on his own behalf and on behalf of those
similarly situated,

                Plaintiff - Appellee,

          and

VICTORIA RHODES; QUINTON GARDNER; SELINA RIGGS; DONELL ELLIS;
KWAN JOHNSON,

                Plaintiffs,

          v.

COMPUTER SCIENCES CORPORATION, a Foreign Profit Corporation,

                Defendant - Appellant.



                              No. 14-2376


VICTORIA RHODES; QUINTON GARDNER; SELINA RIGGS; DONELL ELLIS;
KWAN JOHNSON,

                Plaintiffs - Appellees,

          v.

COMPUTER SCIENCES CORPORATION,

                Defendant - Appellant.
Appeals from the United States District Court for the Eastern
District of Virginia, at Alexandria.   Claude M. Hilton, Senior
District Judge. (1:13-cv-00931-CMH-TCB; 1:14-cv-00213-CMH-TCB)


Argued:   January 27, 2016                    Decided:   May 2, 2016


Before DUNCAN and DIAZ, Circuit Judges, and Loretta C. BIGGS,
United States District Judge for the Middle District of North
Carolina, sitting by designation.


Affirmed by unpublished per curiam opinion.


ARGUED: Catherine Emily Stetson, HOGAN LOVELLS US LLP, Washington,
D.C., for Appellant. Angeli Murthy, MORGAN & MORGAN, Plantation,
Florida; Mike Farrell, MIKE FARRELL, PLLC, Jackson, Mississippi,
for Appellees.   ON BRIEF: Thomas J. Woodford, Mobile, Alabama,
Samuel Zurik, III, Robert P. Lombardi, THE KULLMAN FIRM, New
Orleans, Louisiana, for Appellant.         Thomas Farrell Egge,
Alexandria, Virginia, for Appellees Victoria Rhodes, Quinton
Gardner, Selina Riggs, Donell Ellis and Kwan Johnson.


Unpublished opinions are not binding precedent in this circuit.




                                2
PER CURIAM:

       This consolidated appeal arises from two independent actions,

each   involving    a   contract   dispute     between   employer,     Computer

Science Corporation (“CSC”), and certain employees.             The employees

of CSC brought suit, claiming that when working overseas, they

were entitled to hourly wages for every hour worked, rather than

the fixed salaries they were paid by CSC.                Both actions, which

originated in different jurisdictions, were transferred to the

U.S. District Court for the Eastern District of Virginia.                  The

district court granted summary judgment in favor of the employees

in each case.      For the reasons that follow, we affirm.

                                       I.

       The employees involved in this appeal are George Rishell

(“Rishell”) in one action, and in the second action Victoria

Rhodes, Quinton Gardner, Selina Riggs, Donell Ellis, and Kwan

Johnson (collectively, “Rhodes Appellees”). At the time of hiring,

each employee signed an Offer Letter and a Foreign Travel Letter

provided    by   CSC.      Rishell’s        Offer   Letter   states,   “[Y]our

compensation will consist of an hourly rate of $32.93 ($68,500

annually), which will be paid biweekly.”               J.A. 246.     The Offer

Letter of each of the Rhodes Appellees contains an identical

statement, but with a different hourly rate and no mention of an

annual amount:      “[Y]our compensation will consist of an hourly



                                       3
rate of $31.25, which will be paid biweekly.” 1         J.A. 844, 866, 878,

902, 916.   The Foreign Travel Letter details the compensation and

benefits    that    each    respective     employee   will   receive    while

overseas.     The   section    of    the   letter   outlining    compensation

discusses categories of pay to include base pay, pay differentials,

hardship pay, and danger pay.        With respect to base pay, the letter

states, “Your base weekly salary will not change as a result of

this assignment.”     J.A. 105, 848, 870, 882, 906, 920.

     After joining CSC, Rishell and the Rhodes Appellees were each

assigned to work overseas.           While overseas, they each regularly

worked 84-hour weeks but received fixed pay for only 40 hours each

week.    Claiming they were entitled to hourly wages for every hour

worked under their respective Offer Letter and Foreign Travel

Letter, Rishell and the Rhodes Appellees filed suit.               On cross-

motions for summary judgment in each case, the district court

concluded   that    the    letters   unambiguously    provided    for   hourly

wages, rather than fixed salaries, and granted summary judgment in

favor of Rishell in his case and each of the Rhodes Appellees in

their case.   This appeal followed.




     1 $31.25 was the hourly rate for Rhodes and Ellis. Gardner
and Riggs were offered $31.49, and Johnson was offered $32.69.

                                       4
                               II.

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

novo, applying the same legal standards as the district court.

Calderon v. GEICO Gen. Ins. Co., 809 F.3d 111, 120 (4th Cir. 2015).

Summary judgment is appropriate when “there is no genuine dispute

as to any material fact and the movant is entitled to judgment as

a matter of law.”    Fed. R. Civ. P. 56(a).     In this case, the

parties do not argue that material facts are in dispute.   Rather,

the issue here is a matter of contract interpretation; thus, it

will be decided as a matter of law.   See Homeland Training Ctr.,

LLC v. Summit Point Auto. Research Ctr., 594 F.3d 285, 290 (4th

Cir. 2010).   Because the parties filed cross-motions for summary

judgment, “we consider each motion separately on its own merits to

determine whether either of the parties deserves judgment as a

matter of law.”   Defenders of Wildlife v. N.C. Dep’t of Transp.,

762 F.3d 374, 392 (4th Cir. 2014) (quoting Bacon v. City of

Richmond, 475 F.3d 633, 638 (4th Cir. 2007)).

                               III.

                                A.

     As an initial matter, we must consider what law governs the

interpretation of the Offer Letter and Foreign Travel Letter signed

by each employee.   As to Rishell, who originally filed suit in

federal court in Florida, the district court applied Florida’s

choice-of-law rules and determined that Florida law governs.   CSC

                                5
does not dispute this determination on appeal.        As to the Rhodes

Appellees,   who   originally   filed    suit   in   federal    court   in

Mississippi, the district court applied Mississippi’s choice-of-

law rules and determined that Virginia law governs. CSC challenges

this determination, arguing that Kuwaiti law should govern instead

because the employees were stationed in Kuwait for the majority of

their time overseas.   We disagree.

     In choice-of-law determinations, Mississippi relies on the

“center of gravity” doctrine, which requires courts to consider

(1) “the place of contracting;” (2) “the place of negotiation of

the contract;” (3) “the place of performance;” (4) “the location

of the subject matter of the contract;” and (5) “the domicile,

residence,   nationality,   place   of   incorporation    and   place   of

business of the parties.”   Zurich Am. Ins. Co. v. Goodwin, 920 So.

2d 427, 433, 435 (Miss. 2006) (quoting Restatement (Second) of

Conflict of Laws § 188 (Am. Law Inst. 1971)).            Balancing these

factors, we agree with the district court that as it relates to

the Rhodes Appellees, Virginia is the center of gravity.            While

Kuwait is the employees’ place of performance and the location of

the subject matter of the contracts, the remaining factors tip in

favor of Virginia.     Virginia is where CSC’s headquarters are

located, where the employees mailed their signed contracts, where

the decisions were made to hire the employees, and where CSC

performed its obligations under the contracts.         Also, while none

                                    6
of the employees are residents or domiciliaries of Virginia,

neither party argues that they are residents or domiciliaries of

Kuwait. However, the employees all are residents and domiciliaries

of the United States.           Ultimately, the center-of-gravity doctrine

directs courts to apply “the law of the place which has the most

significant relationship to the event and parties or which, because

of the relationship or contact with the event and parties, has the

greatest concern with the specific issues with respect to the

liabilities and rights of the parties to the litigation.”            Id. at

433 (quoting Mitchell v. Craft, 211 So. 2d 509, 514–15 (Miss.

1968)). That place, as the district court determined, is Virginia.

       We will therefore apply Florida law to Rishell’s Offer Letter

and Foreign Travel Letter and Virginia law to the Rhodes Appellees’

Offer Letters and Foreign Travel Letters.

                                         B.

       We next address the central dispute of the parties:          whether

each employee’s Offer Letter and Foreign Travel Letter, construed

as single contracts, provide for hourly wages or fixed salaries

when       an   employee   is    overseas. 2   Our   primary   objective   in


       2
      When two documents are executed by the same parties, at the
same time, as part of the same transaction, as in this case, the
documents are generally construed together as a single contract.
See Wilson v. Terwillinger, 140 So. 3d 1122, 1124 (Fla. Dist. Ct.
App. 2014); Parr v. Alderwoods Grp., Inc., 604 S.E.2d 431, 434–35
(Va. 2004) (stating that two such documents must receive the same
construction). The various provisions are then harmonized, giving


                                         7
interpreting a contract is to determine and give effect to the

parties’ intent.      Sanislo v. Give Kids the World, Inc., 157 So. 3d

256, 270 (Fla. 2015); Pocahontas Mining Ltd. Liab. Co. v. CNX Gas

Co., 666 S.E.2d 527, 531 (Va. 2008).              To determine the parties’

intent,      we   begin   with   the   language      of   the   contract.        See

Hahamovitch v. Hahamovitch, 174 So. 3d 983, 986 (Fla. 2015);

Pocahontas, 666 S.E.2d at 531.          When the language of a contract is

clear and unambiguous, we enforce the contract as it is written.

Hahamovitch, 174 So. 3d at 986; TravCo Ins. Co. v. Ward, 736 S.E.2d

321,   325    (Va.   2012).      A   contract   is    ambiguous    when     it   can

reasonably be interpreted in more than one way.                   CitiMortgage,

Inc. v. Turner, 172 So. 3d 502, 504 (Fla. Dist. Ct. App. 2015);

Robinson-Huntley v. George Washington Carver Mut. Homes Ass’n,

Inc., 756 S.E.2d 415, 418 (Va. 2014).           “However, a contract is not

ambiguous merely because the parties disagree as to the meaning of

the terms used.”          Robinson-Huntley, 756 S.E.2d at 418 (quoting

Eure v. Norfolk Shipbuilding & Drydock Corp., 561 S.E.2d 663, 668

(Va. 2002)); accord Minassian v. Rachins, 152 So. 3d 719, 725 (Fla.

Dist. Ct. App. 2014).

       Here, the parties agree that the Offer Letter unambiguously

provides for hourly wages; however, their dispute centers around




effect to each when reasonably possible. See City of Homestead v.
Johnson, 760 So. 2d 80, 84 (Fla. 2000); Schuiling v. Harris, 747
S.E.2d 833, 836 (Va. 2013).
                                        8
the meaning of “base weekly salary,” as it appears in the Foreign

Travel Letter provision discussing “base pay.”           The provision

states that an employee’s “base weekly salary will not change as

the result of [an overseas] assignment.”      J.A. 105, 848, 870, 882,

906, 920.   Rishell and the Rhodes Appellees interpret “base weekly

salary” simply as an hourly rate stated in weekly terms, with no

effect on an employee’s base pay.      They argue that under the terms

of the Offer Letter and Foreign Travel Letter, employees working

overseas are entitled to the same hourly wages they would receive

while working in the United States.     CSC, on the other hand, argues

that the Foreign Travel Letter controls the compensation terms of

an employee’s overseas assignment, and thus base weekly salary

trumps hourly wages as required under the Offer Letter.        CSC thus

interprets the Offer Letter and Foreign Travel Letter to provide

for a fixed salary when an employee is overseas, paid without

regard to whether the employee works under or over 40 hours per

week. 3

      Having   considered   the   plain   meaning   of   the   parties’

contracts, we conclude that each employee’s Offer Letter and




      3CSC argues that the pay differential outlined in the Foreign
Travel Letter is specifically intended to make up for an employee’s
hours over 40. This intended purpose, however, appears nowhere in
either letter. Also of significance is the fact that whether an
employee is entitled to the pay differential is not guaranteed.
Rather, it is in the discretion of the employee’s manager.

                                   9
Foreign Travel Letter, read together, unambiguously provide for

hourly wages for every hour worked, rather than fixed salaries,

when the employee is working overseas.     Though the Foreign Travel

Letter does not define the term “base weekly salary,” the letter

states unequivocally that when an employee is on an overseas

assignment, his “base weekly salary will not change as a result of

this assignment.”     J.A. 105, 848, 870, 882, 906, 920.        This

statement appears as a clarification of “base pay,” and makes clear

that the intent of the parties is that an employee working overseas

would be entitled to the same base pay that an employee would

receive when not working overseas.   Id.   Since the Foreign Travel

Letter is otherwise silent on the meaning of “base weekly salary,”

we must look to the Offer Letter to determine the base pay an

employee would receive when working in the United States.        The

Offer Letter expresses an employee’s base pay in terms of an

“hourly rate.” 4   J.A. 246, 844, 866, 878, 902, 916.    The hourly

rate therefore represents the base pay that “will not change” when

an employee is overseas, regardless of whether it is stated in




     4 Rishell’s Offer Letter includes both an hourly rate and an
annual sum, which is his hourly rate multiplied by 40 hours per
week and by 52 weeks per year. However, nothing suggests that the
annual sum takes precedence over the hourly rate or that Rishell’s
pay will be capped at the annual sum.      Rather, the annual sum
appears in parentheses following the hourly rate, suggesting it is
supplementary or illustrative information. See Rawls v. Rideout,
328 S.E.2d 783, 786 (N.C. Ct. App. 1985).

                                10
hourly or weekly terms.       Merely invoking the term “salary” does

not   transform   hourly    pay   into    fixed   pay,   particularly   when

accompanied by a statement that an employee’s base pay “will not

change.”

      CSC’s arguments to the contrary are not persuasive.          Neither

letter provides that the Foreign Travel Letter supersedes the Offer

Letter when an employee is overseas; nor does either letter specify

that an employee’s weekly pay is capped at 40 hours per week,

regardless of the number of hours worked. 5               To accept CSC’s

interpretation of the letters would be to rewrite their terms,

which we cannot do.        See Corwin v. Cristal Mizner’s Pres. Ltd.

P’ship, 812 So. 2d 534, 536 (Fla. Dist. Ct. App. 2002) (“[I]t is

axiomatic that the courts may not rewrite or add to the terms of

a written agreement.”); TM Delmarva Power, L.L.C. v. NCP of Va.,

L.L.C., 557 S.E.2d 199, 200 (Va. 2002) (“Contracts are construed

as written, without adding terms that were not included by the

parties.”).




      5CSC also argues that employees received over $37 per hour
while overseas, which includes discretionary uplifts such as pay
differentials and hardship pay. After-the-fact rationalizations,
however, do not alter the meaning of the contract.      By capping
base pay at 40 hours per week, when employees regularly worked 84-
hour weeks, CSC effectively reduced employees’ hourly wages from
$31 or $32 to around $15.       Neither letter contains language
demonstrating that this was the intent of the parties. Nor do the
letters place the employees on notice of this base pay reduction.

                                     11
     Construing the contracts as written, we hold that Rishell and

the Rhodes Appellees are entitled to the same base pay overseas as

they would have received if working in the United States—hourly

wages for every hour worked.

                               IV.

     For the reasons outlined, we affirm the district court’s grant

of summary judgment in favor of Rishell and each of the Rhodes

Appellees, and we affirm its denial of CSC’s motions for summary

judgment.

                                                          AFFIRMED




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