                             UNPUBLISHED

                    UNITED STATES COURT OF APPEALS
                        FOR THE FOURTH CIRCUIT


                             No. 13-2449


FFP HOLDINGS LLC,

                Plaintiff – Appellant,

          v.

VITAFOAM INCORPORATED; BRITISH VITA UNLIMITED,

                Defendants - Appellees.



Appeal from the United States District Court for the Western
District of North Carolina, at Asheville. Martin K. Reidinger,
District Judge. (1:12-cv-00105-MR-DLH)


Submitted:   May 29, 2014                   Decided:   June 24, 2014


Before NIEMEYER, KEENAN, and DIAZ, Circuit Judges.


Affirmed by unpublished per curiam opinion.


Bradley R. Love, Joseph Wendt, BARNES & THORNBURG, LLP,
Indianapolis, Indiana; Frederick S. Barbour, CLONINGER BARBOUR
SEARSON & JONES, PLLC, Asheville, North Carolina, for Appellant.
A. Ward McKeithen, Everett J. Bowman, Lawrence C. Moore, III,
ROBINSON BRADSHAW & HINSON, PA, Charlotte, North Carolina, for
Appellees.


Unpublished opinions are not binding precedent in this circuit.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

                FFP Holdings, LLC appeals the district court’s order

granting the Appellees’ motion for summary judgment on FFP’s

complaint for breach of contract, conversion, and declaratory

judgment.        In the complaint, FFP alleged that pursuant to two

asset     purchase       agreements        with     Vitafoam,       FFP     acquired   an

antitrust claim based on a price fixing scheme orchestrated by

chemical manufacturers.

                We review de novo a district court’s order granting

summary judgment.           Providence Square Assocs., L.L.C. v. G.D.F.,

Inc.,     211    F.3d   846,    850    (4th       Cir.   2000).      Summary     judgment

should be granted “if the movant shows that there is no genuine

issue as to any material fact and that the movant is entitled to

judgment as a matter of law.”               Fed. R. Civ. P. 56(a).               “[T]here

is   no    issue      for   trial     unless       there    is    sufficient     evidence

favoring the nonmoving party for a jury to return a verdict for

that party.           If the evidence is merely colorable, or is not

significantly           probative,         summary         judgment”        is    proper.

Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249-50 (1986)

(citations omitted).

                “To   succeed    on    a    breach         of    contract    claim,    the

plaintiff must prove by a preponderance of the evidence that a

legally     enforceable         obligation         existed       between    it   and   the

defendant; that the defendant breached that obligation; and that

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the   plaintiff       incurred      damages        as    a   result     of    the    breach.”

Cent. Tel. Co. of Va. v. Sprint Commc’n Co. of Va., 715 F.3d

501, 517 (4th Cir. 2013) (citations omitted) (analyzing Virginia

and North Carolina contract law).                   “[W]e interpret a contract as

written    and,   when     its      terms     are       clear    and       unambiguous,      we

construe    the   contract       according         to    its    plain      meaning.”        Id.

(internal quotation marks and citations omitted).

            We have thoroughly reviewed the record and conclude

that, although the district court did not cite the applicable

provision in the asset purchase agreements, the court did not

err in concluding that FFP did not acquire the antitrust claim

in those agreements.           See Eisenberg v. Wachovia Bank, N.A., 301

F.3d 220, 222 (4th Cir. 2002) (we may “affirm on any basis

fairly supported by the record”).                       The antitrust claim did not

fall within the assets transferred because, under the the plain

meaning    of   the    asset     purchase         agreements,        the     claim    did   not

relate     exclusively         to      the    “business”             acquired        by     FFP.

Additionally,     because        FFP    did       not    acquire      the    claim    in    the

purchase agreements, its claim for conversion fails as a matter

of law.     See Gallimore v. Sink, 218 S.E.2d 181, 183 (N.C. Ct.

App. 1975) (plaintiff must demonstrate ownership of property and

a   wrongful    conversion       of    that       property      by    the    defendant      for

conversion claim under North Carolina law).



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           Accordingly, we affirm the district court’s order.             We

dispense   with     oral   argument   because     the    facts   and   legal

contentions   are   adequately   presented   in    the   materials     before

this Court and argument would not aid in the decisional process.



                                                                   AFFIRMED




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