UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

BRIAN KRISAK,
Plaintiff-Appellant,

v.
                                                                 No. 95-2292
GOURMET COFFEES OF AMERICA,
INCORPORATED; J. MICHAEL CHU;
FRANK M. VEST, JR.,
Defendants-Appellees.

Appeal from the United States District Court
for the District of Maryland, at Baltimore.
J. Frederick Motz, Chief District Judge.
(CA-93-4151-JFM)

Argued: March 6, 1996

Decided: May 3, 1996

Before RUSSELL, WILLIAMS, and MICHAEL, Circuit Judges.

_________________________________________________________________

Affirmed by unpublished per curiam opinion.

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COUNSEL

ARGUED: Edward M. Kaplan, SULLOWAY & HOLLIS, Concord,
New Hampshire, for Appellant. Carl Willard Hittinger, BALLARD,
SPAHR, ANDREWS & INGERSOLL, Philadelphia, Pennsylvania,
for Appellees. ON BRIEF: William D. Pandolph, SULLOWAY &
HOLLIS, Concord, New Hampshire; James P. Cox, III, MICHIE,
HAMLETT, LOWRY, RASMUSSEN & TWEEL, P.C., Charlottes-
ville, Virginia, for Appellant. Charles S. Hirsch, BALLARD,
SPAHR, ANDREWS & INGERSOLL, Baltimore, Maryland, for
Appellees.

_________________________________________________________________

Unpublished opinions are not binding precedent in this circuit.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

_________________________________________________________________

OPINION

PER CURIAM:

Brian Krisak appeals the district court's entry of summary judg-
ment in favor of the defendants, Gourmet Coffees of America, Inc.
("Gourmet Coffees"), J. Michael Chu, and Frank M. Vest, Jr., on vari-
ous tort and contract claims arising out of his termination as an execu-
tive for a coffee company. Krisak also appeals the district court's
denial of his motion for reconsideration. Finding no error, we affirm.

I.

In 1989 defendants Chu and Vest founded Specialty Coffee Hold-
ings, Inc. ("Specialty Coffee"), the predecessor of defendant Gourmet
Coffees. Specialty Coffee subsequently began a campaign of acquir-
ing coffee companies. During the summer of 1989 Chu set out to
acquire Nicholas Coffee Company ("Nicholas Coffee"). Krisak, a
Harvard M.B.A., was also considering acquiring Nicholas Coffee.
Chu convinced Krisak to join him in his effort to purchase Nicholas
Coffee. Krisak alleges that he agreed to join Chu because Chu made
an oral promise to implement a plan that would allow Krisak to obtain
at least $1,000,000 worth of equity in the resulting company within
five years.

Specialty Coffee formally acquired Nicholas Coffee in May 1990.
With the assistance of counsel, Krisak negotiated an employment con-
tract (signed on May 29, 1991) and became President of Nicholas
Coffee. There was nothing in Krisak's employment contract about

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equity participation in the company. The contract contained an inte-
gration clause which read: "Entire Agreement. This Agreement con-
tains the entire understanding of the parties. It may not be modified
other than by an agreement in writing signed by Employee and the
Company."

In the fall of 1991 Specialty Coffee merged Nicholas Coffee with
another subsidiary, Elkin Coffee, in what Krisak calls "an organiza-
tional consolidation." Krisak moved from Pennsylvania to New
Hampshire to become Elkin Coffee's executive vice president, and
Elkin Coffee assumed Krisak's employment agreement. Krisak
alleges that he agreed to the move based on Chu's oral assurance that
he would honor the promise of designing a plan to allow Krisak to
receive $1 million in equity.

Shortly after Krisak began working for Elkin Coffee, Krisak's rela-
tionship with Elkin Coffee's president, Michael Sullivan, deteriorated,
and Krisak was asked to resign. Krisak alleges that he was terminated
on April 8, 1992, never having received his promised equity.

On June 18, 1993, Krisak filed suit in New Hampshire state court.
Krisak's complaint was removed to the federal district court and
eventually transferred to the District of Maryland. Krisak asserted
claims for breach of contract, wrongful discharge, promissory estop-
pel, and fraudulent misrepresentation. At bottom, Krisak's complaint
alleged that (both before and after he signed the employment agree-
ment) the defendants promised but failed to implement a plan that
would provide him with an opportunity to obtain substantial equity.
He alleged that different plans were rescinded and modified to pre-
vent his equity participation in the company. The district court
granted summary judgment in favor of the defendants on all of the
claims before us on appeal. The district court also denied Krisak's
motion for reconsideration.

II.

After carefully considering the briefs and the arguments of the par-
ties, we conclude that the district court properly awarded summary
judgment to the defendants and correctly denied Krisak's motion for
reconsideration. Accordingly, we affirm for the reasons stated in the

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district court's persuasive opinions. Krisak v. Gourmet Coffees of
America, Inc., No. CA-93-4151 (D. Md. Jan. 10 & Apr. 12, 1995).

AFFIRMED

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