                            UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 12-2516


VLOX, LLC,

                Plaintiff - Appellant,

          v.

MIRZADA TRANSPORT & LOGISTICS CO.,

                Defendant - Appellee.



Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.     Anthony J. Trenga,
District Judge. (1:11-cv-01276-AJT-TRJ)


Submitted:   October 17, 2013           Decided:   December 17, 2013


Before SHEDD and THACKER, Circuit Judges, and HAMILTON, Senior
Circuit Judge.


Affirmed by unpublished per curiam opinion.


Bernard J. DiMuro, Jonathan R. Mook, DIMUROGINSBERG, PC,
Alexandria, Virginia, for Appellant.      Ryan C. Berry, Lesley
Whitcomb Fierst, Jason C. Hicks, WOMBLE CARLYLE SANDRIDGE &
RICE, LLP, Vienna, Virginia, for Appellee.


Unpublished opinions are not binding precedent in this circuit.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

       The present appeal stems from a breach of contract dispute

between      a     federal      government            contractor       and     one    of    its

subcontractors.           Following          a    five   day    jury    trial,       the    jury

awarded      the    subcontractor        a       total   of    $2,814,034.12,         and   the

district court entered judgment in favor of the subcontractor

consistent       with    the    jury’s       verdict.          On   appeal,     the   federal

government         contractor      challenges            numerous       rulings       by    the

district court.          Having carefully reviewed the materials before

us on appeal and the relevant legal authority, we find no basis

to disturb the final judgment.                   Accordingly, we affirm.



                                                 I.

       On    March      15,    2009,   the        United      States    Army    (the       Army)

awarded VLOX, LLC (VLOX) 1 a prime contract (the Prime Contract)

to provide all resources necessary to provide up to 600 trucks

per day for the secure long haul distribution of reconstruction,

security,        and   life    support       assets      throughout      the    Afghanistan

Theater of Operations. 2           On April 25, 2009, VLOX in turn entered

into a subcontract (the Subcontract) with Mirzada Transport &

       1
           At a previous point in time, VLOX’s name was NCL Holdings,
LLC.
       2
       At times, the parties refer to these services as Host
Nation Trucking (HNT) services.



                                             - 2 -
Logistics Company (MTC) to perform trucking services under the

Prime Contract.    VLOX is a United States company and MTC is an

Afghan company.

     Of relevance to the issues on appeal, Article Five of the

Subcontract, entitled “Payment Terms” provides:

     The Prime Contractor agrees to pay the Sub Contractor
     on a paid as paid basis.        All invoices will be
     submitted no later than by the 30th of each month.
     Sub Contractor is required to submit invoices to the
     Prime Contractor for Payment.    Daily time sheets and
     performance   certifications   signed    or  otherwise
     authorized by a designated representative of the Prime
     Contractor indicating the required work has been
     accomplished or otherwise achieved [SIC].     Payments
     will be made to the Sub Contractor in response to
     mission number(s) invoices.

(J.A.   2690).    VLOX   refers   to   the   performance   certifications

mentioned in this paragraph as “‘Mission Sheets.’” (J.A. 37).

The Subcontract required MTC to comply with all laws of the

United States and all international agreements.

     On December 15, 2009, VLOX terminated the Subcontract.           By

this time, MTC had run at least 3,200 missions for VLOX under

the Subcontract.    On November 22, 2011, VLOX filed the present

civil action in the United States District Court for the Eastern

District of Virginia based upon diversity jurisdiction, given

that VLOX is a citizen of Virginia and MTC is a citizen or

subject of a foreign state and the matter in controversy exceeds

$75,000.   See 28 U.S.C. § 1332(a)(2).        Counts 1, 5, 6, and 7 of

VLOX’s complaint are at issue on appeal.

                                  - 3 -
       Count    1    alleged        a     claim         for    breach       of    contract       under

Virginia common law.                Of relevance on appeal, VLOX alleged that

MTC breached Article 5 of the Subcontract by failing to submit

Mission     Sheets        to   it        for       562     specific         missions      that     MTC

performed      pursuant        to       the     Subcontract.                The   failure     to   so

submit, VLOX further alleged, prevented VLOX from invoicing the

Army for payment of those missions under the Prime Contract,

resulting in VLOX losing $1,889,584 in net revenue.

       Count    5    is    also      a       claim       for    breach       of   contract       under

Virginia    common        law.          In     this      count,    VLOX       alleged     that     MTC

breached the Subcontract by making illegal protection payments

to the Taliban in order to secure safe passage of MTC trucks on

missions performed under the Subcontract.                                   VLOX sought damages

for this claim in an amount no less than $1,000,000.

       Count    6    alleged        a    claim          for    tortious      interference        with

contractual relations under Virginia common law.                                   In this count,

VLOX    alleged       that       MTC          tortiously         interfered            with   VLOX’s

contractual relations with the Army by failing to submit the

required    Mission        Sheets        and       by    failing       to    provide     VLOX    with

information     to    disprove           the       validity       of   an     alleged     quote    by

MTC’s chief executive officer in the November 14, 2009 edition

of the Financial Times of London that “MTC had made security

payments to the Taliban.”                     (J.A. 41).          Count 6 further alleged

that    MTC’s       actions       were         a     factor       leading         to    the   Army’s

                                                   - 4 -
determination    that     VLOX   was    not    eligible    to    be     awarded    a

follow-on contract to the Prime Contract.                 VLOX sought damages

for this claim in an amount no less than $1,000,000.

     Count 7 alleged a claim for wrongful interference with a

prospective    business    relationship        under   Virginia       common    law.

Specifically, VLOX alleged that MTC wrongfully interfered with

VLOX’s     prospective    business      relationship      with    the    Army     by

exerting     improper    influence      over    the    Afghanistan       Attorney

General and the Ministry of the Interior to VLOX’s detriment.

VLOX sought damages for this claim in an amount no less than

$1,000,000.

     MTC alleged two counterclaims under Virginia common law.

Of relevance to the present appeal, Counterclaim 1 alleged an

unjust enrichment theory.         MTC alleged that VLOX was unjustly

enriched by MTC’s provision of shipping containers that were

necessary to complete trucking missions on VLOX’s behalf and for

which MTC was not contractually obligated to provide under the

Subcontract.

     Of relevance on appeal, Counterclaim 2 alleged breach of

contract as follows:

     62. Verbal communications between [VLOX] and MTC,
     together with various documents exchanged and the
     subsequent course of dealing between the parties,
     together   effectuated a  contractual  relationship
     between the parties.



                                       - 5 -
     63. This contract was never reduced to an integrated
     writing;   however, the     contractual    terms   can   be
     ascertained    from    documents    exchanged,    including
     pricing sheets, flow-down clauses from the [Prime]
     [C]ontract,      detailed     daily      reports,     party
     correspondence, and other documents and testimony
     subject to discovery in this action.

     64. Pursuant to this contract, MTC agreed to provide
     transportation and security services, at negotiated
     prices, on an as-needed basis to support [VLOX] on its
     [Prime] [C]ontract with the U.S. Army.

     65. MTC    has    performed    all   required    services
     consistent with the agreement of the parties.       MTC’s
     services included thousands of hazardous trucking
     missions    throughout     Afghanistan    which    [VLOX]
     requested,   and   the   completion    of  which   [VLOX]
     acknowledged by seeking payment from the U.S. Army.

     66. [VLOX], however, breached its obligations under
     the agreement by failing to pay for services performed
     by MTC.

     67. As a direct and proximate result                of   [VLOX’s]
     breach, MTC has sustained damages.

     68. MTC is entitled to damages in an amount to be
     determined at trial, but in no event less than
     $10,000,000.00,   plus   interest,  costs and fees,
     including reasonable attorneys’ fees.

(J.A. 69-70) (emphasis added).

     Following   discovery,    the   parties   filed   cross-motions      for

summary judgment.      The district court denied both motions on

September 21, 2012.

     VLOX’s   breach   of   contract   claim   alleged   in   Count   1   and

MTC’s two counterclaims were fully tried before a jury in a

five-day trial in October 2012.        Counts 5, 6, and 7 never went

to the jury because the district court granted judgment as a


                                  - 6 -
matter of law in favor of MTC with respect to those claims based

upon a motion for such relief made by MTC at the close of VLOX’s

case-in-chief.        With respect to these counts, the district court

concluded that VLOX had failed to present sufficient evidence to

permit a reasonable jury to render a verdict in VLOX’s favor.

On   appeal,    VLOX    acknowledges     such   failure,    but   blames    it    on

several adverse evidentiary rulings by the district court.

      The trial did not end well for VLOX.                  The jury found in

MTC’s favor with respect to Count 1 of VLOX’s complaint for

breach of contract.           The jury awarded MTC $273,250 with respect

to   its    unjust     enrichment     counterclaim    (Counterclaim        1)    for

reimbursement of its costs in providing shipping containers to

complete trucking missions for VLOX.                 The jury also found in

favor      of   MTC     on     its    breach    of    contract     counterclaim

(Counterclaim 2) with respect to transportation services that it

provided to VLOX in the amount of $1,082,634.12 and with respect

to security services that it provided to VLOX in the amount of

$1,458,150.

      Of    relevance    on    appeal,   pursuant    to    Rule   50(b)    of    the

Federal Rules of Civil Procedure, VLOX renewed, post-verdict,

its prior motion for judgment as a matter of law with respect to

Counterclaims 1 and 2.               Alternatively, VLOX moved for a new

trial with respect to these counterclaims.



                                       - 7 -
       Notably, VLOX did not renew, post-verdict, its motion for

judgment as a matter of law with respect to Count 1 of its own

complaint   for   breach    of   contract.   Rather,   VLOX   dropped   the

following cryptic footnote in its memorandum in support of its

post-verdict motion for judgment as a matter of law or, in the

alternative,      for   a    new    trial    with   respect    to   MTC’s

counterclaims:

       VLOX does not concede that the jury’s verdict as to
       VLOX’s Count I for MTC’s breach of contract was
       correct. To the contrary, VLOX asserts that the
       verdict was incorrect in that regard, and expressly
       reserves its rights to appeal.

Memorandum in Support of Motion for Judgment as a Matter of Law

in Favor of VLOX, LLC, or, in the Alternative, for a New Trial

and/or Other Relief at 1, n.1, VLOX, LLC v. Mirzada Transport &

Logistics Co., No. 1:11-cv-01276 (E.D.Va. Nov. 2, 2012), ECF No.

280.    The district court denied VLOX’s post-verdict motion for

judgment as a matter of law or, in the alternative, for a new

trial with respect to MTC’s counterclaims.

       On November 13, 2012, the district court entered judgment

in favor of MTC consistent with the jury’s verdict.           This timely

appeal followed.



                                     II.

       On appeal, VLOX first challenges the district court’s entry

of judgment in favor of MTC with respect to Count 1 of its own

                                    - 8 -
complaint alleging that MTC breached the Subcontract by failing

to submit Mission Sheets for 562 missions that MTC performed

under the Subcontract.          According to VLOX, MTC failed to present

sufficient evidence to create a genuine issue of material fact

with respect to this claim, and therefore, the district court

erred by submitting such claim to the jury instead of entering

judgment as a matter of law in its favor for $1,889,584.                            In

other    words,    VLOX    contends       that     MTC   failed     to     introduce

sufficient evidence at trial to rebut the evidence that VLOX had

already introduced with respect to this claim in its case-in-

chief.

    Supreme       Court   and    Fourth    Circuit       precedent       bar    VLOX’s

sufficiency of the evidence challenge on appeal because VLOX

failed to move post-verdict for judgment as a matter of law with

respect to this claim, pursuant to Rule 50(b).                         See Unitherm

Food Sys., Inc. v. Swift-Eckrich, Inc., 546 U.S. 394, 404 (2006)

(holding    that    party’s     “failure      to    comply   with        Rule   50(b)

forecloses its challenge to the sufficiency of the evidence” on

appeal); Belk, Inc. v. Meyer Corp., 679 F.3d 146, 160 (4th Cir.

2012)    (appellant’s     “failure    to    move     pursuant     to     Rule   50(b)

forfeits the sufficiency of the evidence challenge on appeal”);

A Helping Hand, LLC v. Baltimore County, Md., 515 F.3d 356, 369-

70 (4th Cir. 2008) (appellant “failed to move for judgment under

Rule 50(b) in the district court and so did not preserve this

                                      - 9 -
challenge      to    the    sufficiency       of     the    evidence     for      appellate

review”).       In this regard, we hold that the cryptic footnote

regarding Count 1 of VLOX’s complaint that VLOX included in its

memorandum in support of its Rule 50(b) motion pertaining to

MTC’s      counterclaims      is    wholly    inadequate        to   qualify       as   VLOX

moving,      post-verdict,         for    judgment    as    a   matter      of    law    with

respect to Count 1 for lack of sufficient evidence to send the

claim to the jury.

        Alternatively,        assuming       arguendo       that     VLOX        had    moved

post-verdict for judgment as a matter of law with respect to

Count 1 of its complaint on the ground that MTC had failed to

introduce sufficient evidence at trial to rebut the evidence

that it (VLOX) had already introduced with respect to this claim

in its case-in-chief, the district court would have been correct

in denying such motion.                  We review the denial of a motion for

judgment as a matter of law de novo, viewing the evidence in the

light most favorable to the nonmovant and drawing all reasonable

inferences      in    the     nonmovant’s          favor,    without     weighing         the

evidence      or     assessing       the     credibility        of     the       witnesses.

Ocheltree v. Scollon Prods., Inc., 335 F.3d 325, 331 (4th Cir.

2003).

        VLOX contends that it is entitled to judgment as a matter

of   law    with    respect    to    Count     1    because,    according         to    VLOX,

Article 5 of the Subcontract can only be read to require that

                                           - 10 -
MTC provide, as an affirmative obligation, a Mission Sheet to a

designated representative of VLOX for every mission that MTC

completed under the Subcontract and to require every MTC “truck

driver . . . to obtain signatures of authorized Army personnel

on the Mission Sheet at both the cargo’s point of origin and the

point   of   delivery    when     the    cargo    was    loaded    and       unloaded.”

(VLOX’s Opening Br. at 13).

      MTC makes numerous points in response.                      First, the term

“Mission     Sheet”     does     not     appear    anywhere        in    the    entire

Subcontract.       Second, the only document that Article 5 of the

Subcontract     expressly      requires      to   be    submitted       in    order   to

receive payment is an invoice; the certification language is

only a sentence fragment.               Third, MTC’s Vice President, Abdul

Hasib (MTC Vice President Hasib), testified at trial that MTC

provided Mission Sheets for some missions merely because VLOX

asked for them, rather than due to any contractual obligation.

Fourth, under cross examination by MTC, David Etchart, VLOX’s

former president, admitted that unlike the Subcontract between

VLOX and MTC, the subcontract that VLOX subsequently drafted for

use   with   its   other    subcontractors        specifically          requires      the

submission of Mission Sheets to VLOX.                  Fifth, at most, Article 5

required     Mission    Sheets    as     a   precondition     to    receiving         any

payment for its services, and therefore, MTC’s alleged failure

to satisfy this condition with respect to the 562 missions at

                                        - 11 -
issue subjects MTC to nonpayment for such missions, but does not

constitute breach of the Subcontract by MTC.                      Sixth, through the

testimony     of       MTC   Vice     President      Hasib,    MTC    demonstrated        at

trial:    (1) that submission of a Mission Sheet with all of the

details and signatures that VLOX claims were required was far

from within MTC’s control; (2) that most of the drivers hired by

MTC were sub-subcontractors who owned their own trucks; and (3)

that some of these sub-subcontractors withheld Mission Sheets

from   MTC    when      VLOX    failed      to   pay    for    previously        completed

missions.

       The bottom line for us is that VLOX has failed to establish

that its reading of the language in Article 5 (as affirmatively

requiring     MTC      to    submit    a    Mission    Sheet     to       VLOX   for   every

mission      it    performs         under    the      Subcontract)         is    the   only

reasonable reading of such language.                     In particular, we agree

with MTC’s argument that the jury could have reasonably read

Article   5       as   conditioning         mission    payment       to    MTC   on    MTC’s

submission of a corresponding Mission Sheet, but not placing an

affirmative obligation on MTC to so submit.                       Therefore, because

the record is undisputed that VLOX never paid MTC for the 562

missions at issue in Count 1, the entire underpinning of VLOX’s

breach of contract claim based upon MTC’s failure to provide

Mission Sheets for such missions is nonexistent.                             Accordingly,



                                            - 12 -
we affirm the judgment in favor of MTC with respect to Count 1

of VLOX’s complaint.



                                         III.

       VLOX next challenges the district court’s denial of its

post-verdict motion for judgment as a matter of law with respect

to    Counterclaim      1,    alleging      a    claim    for    unjust       enrichment

pertaining to MTC’s provision of shipping containers to complete

missions for VLOX.             According to VLOX, the evidence of this

claim at trial was insufficient to support the jury’s award of

$273,250.    Again, we review the denial of a motion for judgment

as a matter of law de novo, viewing the evidence in the light

most    favorable      to    the   nonmovant,      here   MTC,    and     drawing    all

reasonable inferences in the nonmovant’s favor, without weighing

the    evidence   or    assessing     the       credibility     of     the    witnesses.

Ocheltree, 335 F.3d at 331.

       In order to prevail upon its unjust enrichment claim, MTC

was required to proffer sufficient evidence for a reasonable

jury to find by a preponderance of the evidence that:                           (1) MTC

conferred a benefit on VLOX; (2) VLOX knew of the benefit and

should    reasonably        have   expected      to   repay     MTC;    and    (3)   VLOX

accepted or retained the benefit without paying for its value.

Schmidt v. Household Finance Corp., 661 S.E.2d 834, 838 (Va.

2008).    In support of the district court’s entry of judgment in

                                       - 13 -
its   favor      with    respect     to    its    unjust    enrichment         claim,   MTC

points to: (1) certain trial testimony by MTC Vice President

Hasib;     (2)     certain     deposition           testimony     by     VLOX’s     chief

financial officer and Rule 30(b)(6) 3 corporate designee, William

Gombar (VLOX CFO Gombar), read to the jury; and (3) Defendant’s

Exhibit 441R.

      MTC points to testimony by MTC Vice President Hasib that:

(1)   containers        were   not    included       on    the   price    list    in    the

Subcontract;       (2)    after      execution       of    the    Subcontract,          VLOX

requested        that    MTC   furnish       containers;         (3)     MTC    furnished

containers for a VLOX mission when necessary to complete the

mission; (4) VLOX knew about and accepted the benefit of those

containers; (5) the parties engaged in negotiations about the

price     that    VLOX    would      pay    for     the    use   of    the     containers

furnished by MTC (MTC had some of its own containers and paid to

rent others); (6) the parties agreed upon $150 per mission day4;




      3
       See Federal Rule of Civil Procedure 30(b)(6) (governing
corporate designation of deposition witness to testify on its
behalf).
      4
        A “mission day” consisted of a mission up to 200
kilometers one way. (J.A. 1379). Thus, for example, a mission
trip from Kabul to Kandahar consisted of three mission days.
Many of the 3,200 mission trips MTC performed for VLOX consisted
of between three and five mission days. Some mission trips even
consisted of six mission days.



                                           - 14 -
and (7) VLOX never paid MTC for the containers despite the fact

that VLOX had enjoyed the benefit of their use.

     VLOX CFO Gombar’s deposition testimony read to the jury

regarding MTC’s provision of containers is consistent with the

testimony of MTC Vice President Hasib and supports MTC’s unjust

enrichment theory:

     Q.   But then some of the missions that the government
     requested required the contractor to obtain the
     container?

     A.   Yeah.   It requested the contractor to bring an
     empty container.

     Q.   And when that happened the -- [VLOX] requested
     that MTC provide the container?

     A.   Yes.

     Q.   And the container -- container prices were not
     included in the original subcontract agreement, right?

     A.   No.

     Q.   But it was understood that [VLOX] would have to
     reimburse MTC for the cost of that container, correct?

     A.   We were looking into negotiating the price for
     the use of their container.

     Q.   Did [VLOX] though accept the benefit of MTC’s
     providing the container for those missions right?

     A.   Yes.

(J.A. 1656-57).      The jury also heard deposition testimony by

VLOX CFO Gombar that VLOX never paid MTC any separate payments

for containers furnished by MTC during missions that it ran for




                               - 15 -
VLOX, and that the parties had estimated that a fair amount for

the cost of a container was $150 per mission day.

       Defendant’s          Exhibit    441R,    which    MTC    introduced     at    trial

without objection from VLOX, is a spreadsheet prepared by VLOX

CFO Gombar in May 2011.                 In deposition testimony read to the

jury, VLOX CFO Gombar testified that this spreadsheet compiled

every mission that MTC had performed for VLOX, but for which

VLOX   had    not    paid      MTC.      For   every     mission,    the    spreadsheet

specifies     the    dispatch         date,    whether    the    mission    included    a

container, and the number of mission days attributed to such

mission.

       We hold that the evidence just recounted, when viewed in

the light most favorable to MTC, is sufficient for a reasonable

jury to find that:            (1) MTC conferred a $273,250 benefit on VLOX

in the form of container usage and container management; (2)

VLOX knew of that benefit and should reasonably have expected to

repay MTC; and (3) VLOX accepted or retained the benefit without

paying    for    its    value.          Accordingly,      we    affirm   the   district

court’s      entry     of    judgment     in    favor    of    MTC   with   respect    to

Counterclaim 1.



                                              IV.

       VLOX     challenges        the     district       court’s     denial     of    its

post-verdict motion for judgment as a matter of law with respect

                                          - 16 -
to   Counterclaim         2,    alleging        breach    of     contract      and    seeking

reimbursement for transportation and security services that it

provided VLOX.         We review the district court’s denial of this

motion de novo, viewing the evidence in the light most favorable

to     the   nonmovant,          here      MTC,    and    drawing        all       reasonable

inferences     in     the       nonmovant’s        favor,      without       weighing       the

evidence     or      assessing          the     credibility       of     the       witnesses.

Ocheltree, 335 F.3d at 331.                   The jury found in favor of MTC on

this    claim,      awarding         MTC      $1,082,634.12        for    transportation

services and $1,458,150 for security services.

       A. Transportation Services

       With respect to transportation services, MTC’s theory at

trial was that VLOX breached the Subcontract by failing to pay

MTC for all the missions it performed under the Subcontract.                                In

its post-verdict motion for judgment as a matter of law, VLOX

did not dispute that it had failed to pay MTC for all of the

missions that MTC had performed for VLOX under the Subcontract.

However, VLOX argued that MTC failed to provide it invoices for

such missions and that such failure relieved VLOX’s contractual

obligation to pay MTC for such missions.                           According to VLOX,

providing     VLOX    an       invoice     for    each    mission      was     a    condition

precedent for payment under Article 5 of the Subcontract.                                  This

is the sole basis upon which VLOX challenged the jury’s verdict

with    respect      to        the   jury’s       award     in    favor      of      MTC    for

                                              - 17 -
transportation services.          Notably, VLOX did not take issue with

the trial testimony of MTC Vice President Hasib that the parties

had a course of dealing with respect to Article 5’s invoicing

requirement.         According     to     VLOX’s       post-verdict         Rule      50(b)

motion, during his trial testimony, MTC Vice President Hasib

described a process by which VLOX would propose an invoice, MTC

would merely modify it slightly as deemed necessary, and then

MTC would send it back to VLOX for payment.                     “But,” VLOX argued,

“that    simply    demonstrates     that     MTC’s      burden      of    meeting     this

condition for payment was quite low, and it failed to meet it

anyway.”        Memorandum in Support of Motion for Judgment as a

Matter of Law in Favor of VLOX, LLC, or, in the Alternative, for

a New Trial and/or Other Relief at 6, VLOX, LLC v. Mirzada

Transport & Logistics Co., No. 1:11-cv-01276 (E.D.Va. Nov. 2,

2012), ECF No. 280.

       In   response,     MTC   reiterated       the    point      made    by   MTC   Vice

President Hasib that the spreadsheet of completed missions that

VLOX gave to MTC to submit back to VLOX “was the invoicing

process.”       MTC’s Opposition to VLOX’s Motion for Judgment as a

Matter of Law, or, in the Alternative, for a New Trial and/or

Other Relief at 9, VLOX, LLC v. Mirzada Transport & Logistics

Co.,    No.    1:11-cv-01276    (E.D.Va.        Nov.    9,   2012),       ECF   No.   281.

When the relationship between VLOX and MTC deteriorated, VLOX

stopped       providing   information      to    MTC.        MTC    also    pointed     to

                                        - 18 -
deposition testimony the jury heard by VLOX CFO Gombar admitting

that VLOX had not paid MTC for $1.1 million dollars’ worth of

transportation expenses for missions that MTC performed under

the Subcontract.           MTC accurately pointed out that this amount

was    calculated        based     upon    a    spreadsheet        prepared         by   VLOX

obtained      by   MTC    during    discovery         in    the   present     litigation,

which is the same type of spreadsheet that MTC would submit back

to    VLOX    in   satisfaction      of    the     invoicing       requirement.           MTC

further      accurately     pointed       out   that       VLOX   did   not       list   MTC’s

failure to submit invoices as an affirmative defense to this

claim in its answer or argue such a defense to the jury.

       In    denying     VLOX’s     post-trial        motion      for   judgment         as   a

matter       of    law    with     respect       to    Counterclaim           2     as   such

counterclaim pertained to transportation services, the district

court stated:

            The Court also finds and concludes that the
       evidence was sufficient as a matter of law to sustain
       the jury’s verdict as to transportation services.   In
       that regard, the jury determined that MTC was entitled
       to recover . . . $1,082,634.12, which is essentially
       the amount that appeared in plaintiff’s own books and
       records and the amount that plaintiff’s designated
       representative admitted was due and owing to MTC based
       on its mission sheets submitted for payment and
       payments from the government.

(J.A. 3004).

       The    parties’      opposing       arguments         on   appeal      essentially

repeat their arguments before the district court.                         We affirm the


                                          - 19 -
district court’s entry of judgment in favor of MTC with respect

to this claim pertaining to MTC’s provision of transportation

services.       When the evidence in the record is viewed in the

light    most   favorable     to    MTC   and   all    reasonable    inferences

therefrom are drawn in its favor, sufficient evidence exists to

support the jury’s verdict.

      B. Security Services

      With respect to security services, MTC’s theory at trial

was that MTC arranged for the provision of licensed security on

virtually every mission that it performed for VLOX between May

and November 2009, and that VLOX agreed to pay MTC a flat rate

for     security   services    of    at    least      $200   per   mission   day

regardless of whether MTC actually provided security for every

mission.     According to MTC, the $200 per mission day rate for

security services was a flat rate or so called blended rate upon

which it and VLOX had agreed because some missions were very

expensive (upwards of $2,500 to $3,000) and others were not as

expensive.      The jury awarded MTC a total of $1,458,150 for its

provision of security services.

      In its post-verdict Rule 50(b) motion, VLOX disagreed with

MTC’s flat/blended rate theory.           VLOX did concede, however, that

it agreed to pay MTC $200 for each mission day for which MTC

actually provided security services.               Nonetheless, VLOX argued

that MTC failed to adduce evidence at trial demonstrating that

                                     - 20 -
MTC actually provided security services for any of the missions

it performed under the Subcontract.                    According to VLOX, in order

to sustain the jury’s $1,458,150 award for security services,

MTC     was    required       to    provide      the    jury      with    the     following

evidence, but failed to do so:                       (1) a copy of every written

subcontract that MTC had with a security provider that MTC hired

to perform security services on missions that MTC performed for

VLOX; (2) an invoice from such security provider for every VLOX

mission it worked; and (3) copies of bank statements, canceled

checks, or any other evidence which corroborates MTC’s claim for

breach of contract damages related to security services.

        MTC points to the following evidence before the jury in

support of the jury’s verdict with respect to its provision of

security services on behalf of VLOX.                     First, MTC points to the

testimony of David Etchart, VLOX’s president from late September

2009    until    the    end    of       December     2011,   that:        (1)   the   Prime

Contract required VLOX to provide security for all missions; and

(2) the per mission-day rate the federal government paid VLOX

under    the    Prime     Contract         included      compensation       for     mission

security       services       regardless        of     the   type    of     mission     and

regardless of whether VLOX or the federal government actually

provided mission security.

       MTC    next   points        to    the   testimony     of   MTC    Vice     President

Hasib that: (1) the Subcontract did not provide payment to MTC

                                           - 21 -
for    security      services;      (2)     one     week    after    the     Subcontract

started, MTC and VLOX reached a verbal agreement that, in order

to compensate MTC for sourcing mission related security services

for missions MTC ran under the Subcontract, VLOX would pay MTC

an additional flat rate of $280.00 per mission day; and (3) once

MTC    and    VLOX    reached       this     verbal       agreement,    MTC    provided

security for the missions it ran for VLOX under the Subcontract

by hiring Watan Risk Security (Watan) and Solution Group.

       MTC    also    points     out       that     the    jury     heard     deposition

testimony by VLOX CFO Gombar consistent with MTC Vice President

Hasib’s      testimony,      with    the    exception       that    VLOX     CFO   Gombar

testified that the agreed rate for security services was $200

per mission-day.          The jury also heard deposition testimony by

VLOX   CFO    Gombar    from     which      the     jury    could    have     reasonably

inferred that VLOX paid MTC for security services in August 2009

based upon a flat rate of $200 per mission day without requiring

any type of substantiation from MTC.

       During his testimony, MTC Vice President Hasib explained

that the general lack of documentary evidence in support of its

claim that MTC actually sourced security for the missions it ran

for    VLOX   under    the     Subcontract         stemmed    from     the    fact   that

Afghanistan is a cash-based society based on trust, rather than

written promises or contracts.                    MTC Vice President Hasib also

identified Defendant’s Exhibits 278 and 279 as receipts for cash

                                           - 22 -
payments that MTC made to Watan for security services that Watan

provided      during     missions           that     MTC        performed     under        the

Subcontract.        One receipt was for $400,000 and the other for

$100,000.

      Of    relevance   here,        the    record       also    contains     a    May    2009

email in which, after the Subcontract’s execution, VLOX asked

MTC to obtain security services for the missions that MTC ran

for VLOX.          Defendant’s Exhibit 441R established the number of

mission days that MTC performed under the Subcontract.

      Viewing the evidence before the jury regarding the security

services aspect of MTC’s breach of contract counterclaim in the

light      most    favorable     to        MTC     and     drawing     all        reasonable

inferences from such evidence in MTC’s favor, we hold that the

jury’s verdict is supported by sufficient evidence.                                From the

evidence outlined above, a reasonable jury could find that VLOX

and MTC had an agreement for VLOX to pay MTC a flat/blended rate

of   $200    per   mission     day    to     compensate         MTC   for    any    and    all

security services that MTC provided on behalf of VLOX for the

duration of the Subcontract.                 The jury needed only to consider

Defendant’s Exhibit 441R, a spreadsheet compiled by VLOX which

lists      every    mission     MTC         performed       for       VLOX    under       the

Subcontract, to calculate the total amount of compensation due

MTC for security services.                 Because the evidence supports MTC’s

theory of at least a $200 per mission-day rate, regardless of

                                           - 23 -
the cost of security per mission, VLOX’s argument that MTC was

required to show documentary evidence that it provided security

for every mission day and MTC’s cost of such security is without

merit.

      Accordingly,     we    affirm     the     district     court’s       entry   of

judgment    in   favor      of   MTC    based       upon   the    jury’s     verdict

pertaining to MTC’s provision of security services.



                                         V.

      On appeal, VLOX seeks a new trial on Counts 1, 5, 6, and 7

of its complaint and upon MTC’s successful counterclaims based

upon numerous evidentiary rulings by the district court that

VLOX contends are erroneous.              We review the district court’s

evidentiary rulings for abuse of discretion.                      Belk, Inc., 679

F.3d at 161.

      Our review of VLOX’s evidentiary challenges reveals that

all   are   without   merit.      Three       are   worthy   of    our   addressing

separately.      In Count 5 of VLOX’s complaint, VLOX alleged that

MTC breached the Subcontract by paying bribes to the Taliban for

safe passage of missions that MTC performed for VLOX under the

Subcontract.     VLOX also wanted to use MTC’s alleged bribery of

the Taliban in support of its tort claims alleged in Counts 6

and 7 of its complaint and in defense of MTC’s Counterclaim 2.



                                       - 24 -
       On   appeal,    VLOX     specifically        challenges     the    district

court’s grant of MTC’s motion in limine to exclude the following

from being submitted as evidence at trial:                  (1) a November 14,

2009   newspaper      article   appearing      in    the   Financial      Times    of

London, purporting to quote MTC Chief Executive Officer Haji

Fatah (MTC CEO Fatah) as saying that “‘Every truck costs about

$200 as a bribe I pay on the route – to police or Taliban.

. . . The Taliban don’t care about small money: they ask for

$10,000, $20,000 or $50,000 when they kidnap people.’” (J.A.

575); (2) testimony by David Etchart, VLOX's former president,

that he asked a VLOX employee who allegedly speaks English and

Dari to ask MTC CEO Fatah whether he had made the statements

quoted in the Financial Times article, and after the employee

complied with his request, MTC CEO Fatah remained silent; and

(3) a June 2010 report, entitled Warlord, Inc.: Extortion and

Corruption    Along    the    U.S.    Supply   Chain       in   Afghanistan       (the

Warlord     Report),    prepared      by   the      majority      staff      of   the

Subcommittee on National Security and Foreign Affairs of the

Committee    on   Oversight     and   Government       Reform     in   the    United

States House of Representatives, which report republishes the

alleged quote by MTC CEO Fatah in the Financial Times article,

and in which report the following statement is made:

       Finding: Within the HNT contractor community, many
       believe that the highway warlords who nominally guard
       the trucks in turn make protection payments to

                                      - 25 -
       insurgents to coordinate safe passage. This belief is
       evidenced in numerous documents, incident reports, and
       e-mails that refer to attempts at Taliban extortion
       along the road.    The Subcommittee has not uncovered
       any direct evidence of such payments and Commander
       Ruhullah, the Popal brothers, and Ahmed Wali Karzai
       all adamantly deny that any convoy security commanders
       pay insurgents.     According to experts and public
       reporting, however, the Taliban regularly extort rents
       from a variety of licit and illicit industries, and it
       is plausible that the Taliban would try to extort
       protection payments from the coalition supply chain
       that runs through territory in which they freely
       operate.

(J.A. 231).

       VLOX wanted to introduce these three items of evidence at

trial to prove the statements attributed to MTC CEO Fatah were

in fact made and that MTC in fact made illegal security bribes

to the Taliban.           During the oral argument colloquy with the

district court on MTC’s motion in limine, VLOX admitted under

questioning by the district court that the Warlord Report did

not find that any bribes to the Taliban were, in fact, made.

VLOX further admitted that although the Warlord Report reported

much    talk     about    government     contractors   paying    the    Taliban

security bribes and reported a lot of anecdotal statements about

such   behavior,     it   also    reported   the   specific   denials   by   the

people in authority within the Afghan government and the authors

of the report’s failure to uncover any direct evidence of such

illicit payments.         VLOX further admitted that the alleged quote

by   MTC   CEO    Fatah    in    the   Financial   Times   cannot   come     into


                                       - 26 -
evidence as a party admission under Federal Rule of Evidence

801(d)(2)(A) unless VLOX can prove the foundational fact that

MTC CEO Fatah actually made the statement.                         Notably, MTC CEO

Fatah steadfastly denies making the statement.

      While still at the hearing on MTC’s motion in limine, VLOX

proffered the testimony mentioned above of its former president,

David Etchart, regarding MTC CEO Fatah’s silence in the face of

the question about the Financial Times quote allegedly asked of

him in Dari by a VLOX employee.                    In response to questioning by

the district court, VLOX informed the district court that it

would      not    call    such     employee    to    testify    regarding      what    he

actually asked MTC CEO Fatah; rather, it would only call its

former president, David Etchart, who does not speak Dari.                            VLOX

also informed the district court that it did not intend to call

as a witness the reporter who wrote the Financial Times article

or   the    interpreter        who     allegedly     reported   the    quote    to    the

reporter.

      In its written opinion granting MTC’s motion in limine, the

district         court     found     that     in     the   absence     of   necessary

foundational testimony, the statements reported in the Financial

Times      article       and   David    Etchart’s      testimony      regarding      such

statements would be inadmissible hearsay.                       The district court

further found



                                            - 27 -
     that the statements in the FINANCIAL TIMES article are
     not admissible under either Fed. R. Evid. 803(8)
     (pertaining to governmental findings based on the
     investigation set forth in [the Warlord Report] or
     Fed. R. Evid. 807 (the residual hearsay exception).
     The [Warlord Report] specifically disclaimed any
     finding that payments had in fact been made to the
     Taliban or other insurgent groups, and the conditions
     necessary for application of the residual hearsay
     exception under Fed. R. Evid. 807 have not been met.

(J.A. 906-07).

     We hold the district court did not abuse its discretion in

granting   MTC’s    motion   in     limine   with   respect   to    these   three

items of evidence.      On appeal, VLOX rehashes the same meritless

arguments that it had made below in opposition to MTC’s motion

in limine.     VLOX’s entire position on this issue hinges upon it

being   able   to   prove    that    MTC     CEO   Fatah   actually    made   the

statements quoted in the Financial Times article.                  VLOX attempts

to so prove through its silent admission theory.                   However, for

silence to be admitted into evidence as a tacit admission, there

must be preliminary proof of an accusatory statement.                       United

States v. Williams, 445 F.3d 724, 736 (4th Cir. 2006).                       Here,

the district court reasonably concluded such proof was lacking.




                                     - 28 -
                                    VI.

     In conclusion, we affirm the judgment below in toto. 5           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




     5
       With respect to arguments and/or assignments of error made
by VLOX on appeal that we have not expressly addressed in this
opinion, we have so considered and find them to be without
merit.



                               - 29 -
