                             UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                             No. 08-1068


CANON, U.S.A., INCORPORATED,

                Plaintiff - Appellant,

           v.

LEASE GROUP RESOURCES, INCORPORATED; LUIS G. ROGERS,

                Defendants - Appellees.



Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria. James C. Cacheris, Senior
District Judge. (1:03-cv-01192-JCC-TRJ)


Argued:   January 28, 2009                 Decided:   February 25, 2009


Before NIEMEYER and MICHAEL, Circuit Judges, and Arthur             L.
ALARCÓN, Senior Circuit Judge of the United States Court            of
Appeals for the Ninth Circuit, sitting by designation.


Dismissed by unpublished per curiam opinion.


ARGUED: Russell James Gaspar, COHEN & MOHR, L.L.P., Washington,
D.C., for Appellant.    Benjamin Sorrells Boyd, DLA PIPER US
L.L.P., Washington, D.C., for Appellees.   ON BRIEF: Andrew J.
Mohr, COHEN & MOHR, L.L.P., Washington, D.C., for Appellant.
Mitka T. Baker, DLA PIPER US L.L.P., Washington, D.C., for
Appellees.


Unpublished opinions are not binding precedent in this circuit.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

            This     case        arises     out        of       the   complex     business

arrangements and dealings between Canon, U.S.A., Inc. (Canon)

and Lease Group Resources, Inc. (LGR) relating to photocopier

equipment leasing.          In February 2002 the two companies entered

into a Settlement Agreement (or Agreement) which purported to

settle all claims that had arisen between them.                              When disputes

arose    during    the    implementation          of      the     Settlement    Agreement,

Canon    brought   the    present       action       in     the    Eastern     District    of

Virginia alleging fraud and breach of the Agreement by LGR.                               LGR

counterclaimed,      alleging         fraud,      misrepresentation,            breach     of

contract, intentional interference with contract and conspiracy

by Canon.      Canon now appeals from the district court’s order

granting LGR’s motion for summary judgment on all of Canon’s

fraud and breach of contract claims; denying Canon’s motion to

dismiss or grant judgment on count I (breach of contract) of

LGR’s    counterclaim       --    a    count      eventually          dismissed    without

prejudice;     and       dismissing       without           prejudice     counts     III-V

(misrepresentation         and     fraud)       of     LGR’s       counterclaim.          The

district court’s order also granted Canon’s motion to dismiss

counts    II   (intentional           interference          with      contract)    and     VI

(conspiracy) of LGR’s counterclaim.                         We conclude that all of

Canon’s claims and all of LGR’s counterclaims are covered by the

provisions governing “Disputes” in the parties’ February 2002

                                            2
Settlement      Agreement.          Because    these       provisions      foreclose

appellate     review    of     the      disposition        of     district      court

determinations governing Disputes, we hold that Canon’s appeal

is barred by contract.        Accordingly, the appeal is dismissed.



                                        I.

            Canon    sells    and    leases     photocopier        equipment,     fax

machines,    and    other    products    to    federal       government     agencies

through its federal marketing division.                LGR is a lease finance

company that purchases equipment from distributors and delivers

the equipment to end-user customers in exchange for assignment

of the lease payment stream.             In September 1993 Canon and LGR

entered into a lease finance letter agreement under which Canon

agreed to sell to LGR copy equipment to be leased to government

and non-profit customers.             In June 1998 Canon was awarded a

Blanket     Purchase   Agreement       (BPA)    by     the      Defense    Automated

Printing Service (later renamed Document Automation Production

Service) (DAPS) under which DAPS obtained photocopier equipment

and   related    services.      Pursuant       to    the   BPA,    Canon    and   LGR

entered into approximately 1,500 lease transactions.                       The lease

transactions proceeded as follows:             A federal agency would issue

to Canon a purchase order for the lease of equipment, which

Canon would forward to LGR.           LGR would commit to purchasing from

Canon the equipment covered by the lease.                  Canon or its dealers

                                         3
would install and maintain the equipment and invoice LGR. And,

finally,     LGR      would   invoice      the   federal    lessee     monthly     and

collect the lease payment stream.

             Many     of   the    leases     that    LGR   financed      included    a

requirement that Canon supply maintenance for the equipment as

part    of     the    monthly     lease     charge.        Canon   provided       this

maintenance        through      local     dealers,     which    were     independent

businesses that sell and service Canon equipment.                      In exchange,

LGR agreed to remit to Canon’s dealers the maintenance portion

of each monthly lease payment it received.

             In 2000 DAPS began withholding lease payments due to

LGR.     As a result, LGR became delinquent on its payments to

Canon    for    the     leased    equipment      and    stopped    remitting        the

maintenance portion of the lease payments to Canon’s dealers.

In February 2001 Canon began issuing monthly payments or credits

to its dealers to compensate them for the maintenance payments

they should have received from LGR.                  In July of that year Canon

sued LGR in the Eastern District of Virginia (Civ. Action No.

01-1086).       Canon sought to recover approximately $4.7 million

that LGR allegedly owed for photocopier equipment it had agreed

to purchase and also to recover payments and credits Canon had

given to its local dealers in lieu of maintenance payments that

LGR    failed    to    remit.      LGR    counterclaimed       against    Canon     for

failure to buy back certain cancelled or defaulted leases.                          In

                                            4
February 2002, shortly before trial, the parties entered into a

Settlement       Agreement        which    established            a    pool    of     unpaid       LGR

invoices     (the       Lease    Payment     Pool)         whose      revenues        were    to     be

placed in escrow to secure payment to Canon.

                After      the    Settlement          Agreement         was     signed,           Canon

claimed that LGR had misrepresented certain information relating

to   the    size      of   the    Lease    Payment         Pool       and    consequently          the

amount     of    money     that    would     be      available         to     Canon    under       the

Agreement.            In   May    2003,     at       the     parties’         request        and     in

accordance       with      the    Settlement         Agreement,         the    district           judge

appointed a Special Master to “fully and finally reconcile the

parties’ accounts and to calculate the final dollar amount due

to Canon, net of all payments made by and credits due to Lease

Group      Resources,        pursuant       to       the    terms       of     the     Settlement

Agreement.”          J.A. 150.

                In    September     2003,        before      the       Special        Master       had

completed his work, Canon initiated the present action (Civ.

Action     No.       03-1192)     against    LGR       and    its       president,       Luis        G.

Rogers, in the Eastern District of Virginia.                                  This action was

assigned to a different district judge.                               Canon’s new complaint

alleged fraud and constructive fraud relating to the amount of

unpaid invoices in the Lease Payment Pool and various breach of

contract claims under the Settlement Agreement related to LGR’s

alleged      failure        to    make     certain         escrow        payments,           to    pay

                                                 5
equipment invoices for certain undocumented and disputed leases,

and to remit certain dealer payments and maintenance payments to

Canon.     LGR counterclaimed alleging, among other things, that

Canon     breached          contractual       obligations          to     LGR       and     made

fraudulent        or    negligent          misrepresentations             by       instructing

federal    lessees,         including      DAPS,     to    remit    payments         to     Canon

rather    than     LGR.           The     second     district       judge          stayed       the

proceedings in this action pending the report of the Special

Master in the first action, Civ. Action No. 01-1086.

             In    a    Final        Report    dated       July     22,        2005,      and     a

Supplemental       Report        dated    April     4,    2006,    the     Special        Master

resolved the factual disputes at issue in the first action.                                      On

May 31, 2006, the district judge in that action issued an order

fully adopting the Special Master’s Supplemental Report.                                        The

Supplemental Report concluded that Canon was entitled to a total

of    $4,004,717       of    which       $2,862,899       would    be    paid       over    time

through the Lease Payment Pool with the difference ($1,141,818)

due    immediately          to   Canon.       The    judge’s       order       adopting         the

Special    Master’s          Supplemental         Report     awarded           a    deficiency

judgment to Canon for $1,141,818.

            Following the May 2006 order that adopted the Special

Master’s Supplemental Report in the first action, the (second)

district judge vacated the stay in the present action.                                      Canon

therefore sought to use the findings from the Special Master’s

                                              6
report in conjunction with a theory of collateral estoppel to

move in the present action for summary judgment on all of its

claims and to obtain a judgment against LGR for the $2,862,899

deficiency.        In May 2007 the judge denied Canon’s motion and

granted LGR’s cross-motion for summary judgment, reasoning that

all of Canon’s claims arose out of the same nucleus of common

fact as those in the first action (Civ. Action No. 01-1086) and

were thus barred by res judicata.                   The judge concluded that

“[t]he [Lease Payment Pool] remains effective as the means of

remitting the remaining amount of liability, and Canon maintains

a right to draw the money owed from any lease payments made into

the [Lease Payment Pool].”           J.A. 481.         Canon now appeals.          We

review    a     district   court's   grant     or    denial   of    a    motion   for

summary judgment de novo.            Nader v. Blair, 549 F.3d 953, 958

(4th Cir. 2008).



                                        II.

              Article 10 of the Settlement Agreement provides the

“[s]ole    and    exclusive   process”       for    settlements     of   “disputes”

under     the    Agreement.      J.A.    108.         Section      10.1.1,   titled

“Disputes Generally” provides that

     Canon and LGR each acknowledges that disputes may
     arise between them concerning their respective rights
     and obligations under or relating to this Agreement
     (“Disputes”), including, but not limited to, the
     interpretation  of   documents,   reconciliation  and

                                         7
       confirmation of lists appended to or developed under
       this Agreement, and the payment of money.

J.A. 108.    Under section 10.1.3 “Canon and LGR each agrees and

consents that the United States District Court for the Eastern

District of Virginia will have sole and exclusive jurisdiction

and venue to settle any and all Disputes” and that the parties

“will not submit, file or litigate Disputes in any other forum.”

J.A. 108.    Pursuant to section 10.2 Canon and LGR agree to raise

all Disputes with each other in writing and attempt to resolve

them   informally.      In    the     event     that      this   informal   dispute

resolution fails, section 10.3 permits submission of unresolved

disputes to a Special Master.               Section 10.4 provides that “[i]f

either   Canon   or   LGR    do    not   agree     with    the   decision   of   the

Special Master,” they “may submit an objection to the Special

Master’s    decision    in        writing     to   the      District   Court     for

resolution.”     J.A. 109.            Finally, section 10.5 (titled “No

Appeal to Court of Appeals”) provides that

       Canon and LGR each agrees that the decision of the
       District Court of a Dispute pursuant to Section 10.4
       will be final, binding and non-appealable.   Canon and
       LGR each agrees that it may not and will not submit,
       file or litigate in the United States Court of Appeals
       for the Fourth Circuit, or elsewhere, an appeal of the
       District Court’s decision.     Canon and LGR agree to
       abide by such orders, directions and instructions of
       the District Court’s decision in a Dispute.

J.A. 109.




                                         8
               All of the parties’ claims and counterclaims in this

case, properly construed, are covered by the Dispute resolution

provisions of the Settlement Agreement.                All of Canon’s fraud

and breach of contract claims relate to the parties’ “respective

rights and obligations under or relating to th[e] [Settlement]

Agreement” and are consequently “disputes” under the Agreement.

J.A. 108.       Similarly, LGR’s fraud, misrepresentation and breach

of contract claims pertain to the appropriate payment protocol

under    the    Agreement   and    thus   concern   the     “payment     of   money”

under the Agreement.        Article 10 provides the sole and exclusive

process for resolving disputes.               Consequently, all of Canon and

LGR’s claims are governed by the express language of Article 10

of the Settlement Agreement, and Article 10 forbids appellate

review    of     a   district     court’s     disposition     of   any     dispute.

Canon’s appeal is therefore

                                                                         DISMISSED.




                                          9
