                         UNPUBLISHED

UNITED STATES COURT OF APPEALS
                FOR THE FOURTH CIRCUIT


TRIMLESS-FLASHLESS DESIGN,              
INCORPORATED,
                 Plaintiff-Appellant,
                 v.
THOMAS & BETTS CORPORATION;                      No. 01-2183
AUGAT, INCORPORATED; TYCO
INTERNATIONAL LIMITED; TYCO
INTERNATIONAL INCORPORATED; TYCO
ELECTRONICS CORPORATION,
              Defendants-Appellees.
                                        
            Appeal from the United States District Court
         for the Eastern District of Virginia, at Alexandria.
                Leonie M. Brinkema, District Judge.
                          (CA-00-245-A)

                       Argued: April 5, 2002

                      Decided: May 10, 2002

        Before NIEMEYER and KING, Circuit Judges, and
   James H. MICHAEL, Jr., Senior United States District Judge
    for the Western District of Virginia, sitting by designation.



Affirmed by unpublished per curiam opinion.


                            COUNSEL

ARGUED: John C. Janka, NIRO, SCAVONE, HALLER & NIRO,
Chicago, Illinois, for Appellant. Jonathan Park Graham, WILLIAMS
2          TRIMLESS-FLASHLESS DESIGN v. THOMAS & BETTS
& CONNOLLY, L.L.P., Washington, D.C., for Appellees. ON
BRIEF: Raymond P. Niro, Paul K. Vickrey, Sally J. Wiggins, NIRO,
SCAVONE, HALLER & NIRO, Chicago, Illinois, for Appellant.
John G. Kester, Matthew J. Herrington, Jonathan M. Landy, WIL-
LIAMS & CONNOLLY, L.L.P., Washington, D.C., for Appellees.



Unpublished opinions are not binding precedent in this circuit.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


                             OPINION

PER CURIAM:

   Appellant Trimless-Flashless Designs Inc. ("TFD") brought suit
against defendants Thomas and Betts Corporation, Tyco International,
Ltd., Tyco Electronics Corporation, and Augat, Inc. (collectively
"Augat"), in the Eastern District of Virginia, for misappropriation of
trade secrets and breach of contract. The jury found in Augat’s favor
on the trade secret count and in TFD’s favor on the contract claims,
awarding TFD damages. Trimless-Flashless Design, Inc. v. Thomas
& Betts Corp., Order, No. 00-245-A (E.D. Va. September 13, 2001).
The district court then entered judgement as a matter of law on behalf
of Augat. TFD appeals, and we possess jurisdiction pursuant to 28
U.S.C. § 1291. Finding no error, we affirm.

                                  I.

   Augat is a subsidiary of Thomas and Betts Corporation, which was
recently acquired by Tyco. Augat is in the business of producing
"metallized particle interconnect" ("MPI") devices, which conduct
electricity and are used to connect chips to circuit boards in personal
computers. TFD designs and develops molds, tooling, rubber and
plastic formulae, and processes for customers in the rubber, plastics,
and other industries.

  In October 1995, Augat and TFD entered into a product develop-
ment relationship contemplating the development of "prototype and
           TRIMLESS-FLASHLESS DESIGN v. THOMAS & BETTS               3
production molds" to assist in the commercial manufacture of MPI
devices. On October 23, 1995, Augat and TFD executed a "Propri-
etary and Nondisclosure Agreement" ("1995 NDA") barring Augat
from disclosing or using confidential information belonging to TFD.
J.A. at 3286. Soon thereafter, TFD sent price quotations for its molds
to Augat, and Augat signed and submitted several purchase orders to
TFD based on the quoted prices. On August 22, 1996, TFD and Augat
signed a "Draft Outline Agreement" ("1996 Agreement") that estab-
lished a broader business relationship between the parties, explicitly
referencing and incorporating the 1995 NDA and providing a number
of other terms. J.A. at 3281. The 1996 Agreement was "effective
unless and until replaced." Id.

   In 1997, Augat, dissatisfied with TFD’s work, ceased purchasing
from TFD and contracted with a new mold manufacturer. A func-
tional, commercially successful MPI product was eventually devel-
oped. However, in December 1999, TFD sued Augat for
misappropriation of trade secrets and breach of the 1995 and 1996
agreements. TFD asserts that, during the process of developing the
MPI mold for Augat, it disclosed substantial quantities of proprietary
and confidential information to Augat in reliance on the 1995 NDA.
TFD claims that Augat used this proprietary information in the pro-
duction of the devices it now produces in conjunction with another
mold manufacturer.

   On June 11, 2001, a jury returned a defense verdict on TFD’s trade
secret claim but found for TFD on its breach of contract claims,
awarding $10,466,500 in damages. However, on September 13, 2001,
the district court entered judgement for the defendants as a matter of
law on both contract claims. In granting Augat judgement as a matter
of law on the 1996 Agreement claim, the district court concluded that
(1) Augat never consented to litigate any alleged breach of that agree-
ment, and (2) because TFD had strenuously argued earlier in the liti-
gation that the 1996 Agreement was unenforceable,1 it would be
"prejudicial and unjust" to allow TFD now to recover for the breach
of that agreement. See Trimless-Flashless Design, Inc. v. Thomas &
Betts Corp., Memorandum Opinion at 15, No. 00-245-A (E.D. Va.
  1
   This argument was made in an effort to defeat Augat’s motion to
compel arbitration under the 1996 Agreement’s arbitration clause.
4           TRIMLESS-FLASHLESS DESIGN v. THOMAS & BETTS
September 13, 2001) (the "Opinion"). Judgement as a matter of law
was granted to Augat on TFD’s claim under the 1995 Nondisclosure
Agreement because (1) TFD failed to prove that the molds allegedly
copied by Augat utilized TFD’s proprietary information, and (2)
Augat’s purchase orders, agreed to by TFD, specifically assigned
ownership of the subject "molds, tools, and dies" to Augat. Opinion
at 19-26.

                                   II.

   TFD contends that the district court erred in entering judgement as
a matter of law for the defendants on TFD’s breach of contract
claims, arguing that Augat in fact "consented" to litigation of the
claim for breach of the 1996 Agreement and, with regard to the claim
under the 1995 NDA, that the assignment clause in Augat’s purchase
orders was "boilerplate fine print" insufficient to supersede the par-
ties’ bargained-for agreements. In addition, TFD claims that it is enti-
tled to a new trial on its misappropriation of trade secret claim
because the district court instructed the jury that, under Massachusetts
law,2 "[f]or information to be a trade secret, it must be put to continu-
ous use in the plaintiff’s business." J.A. at 2563. TFD argues that this
instruction is, in fact, contrary to Massachusetts law.

   Having had the benefit of oral argument and the parties’ briefs, we
agree with the district court’s decision to award judgement as a matter
of law on behalf of the defendants. In addition, we conclude that the
district court correctly instructed the jury with regard to Massachu-
setts trade secret law. Accordingly, we affirm on the reasoning of the
district court.

                                                            AFFIRMED
    2
  Section 6.4 of the 1996 Agreement provides for the application of
Massachusetts law. J.A. at 3284.
