UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

FEDERAL DEPOSIT INSURANCE
CORPORATION, as successor to the
Resolution Trust Corporation,
Creditor-Appellee,

UNSECURED CREDITORS COMMITTEE;
QUINN, EMANUEL & URQUHART; PGA
WEST; HOTEL ASSOCIATES FOR PALM
SPRINGS; PALM BEACH POLO AND
COUNTRY CLUB PROPERTY OWNERS
ASSOCIATION, INCORPORATED,
Creditors,

and

LANDMARK LAND COMPANY OF
FLORIDA, INCORPORATED,
                                   No. 00-1212
Debtor-Appellee,

v.

ARVIDA/JMB PARTNERS, L.P.-II,
Respondent-Appellant,

and

PGA WEST RESIDENTIAL
ASSOCIATION, INCORPORATED; PALM
BEACH POLO CLUB MEMBERSHIP
ASSOCIATION, INCORPORATED; HOTEL
ASSOCIATES OF PALM SPRINGS, a
California Limited Partnership;
CAPITOL HOTEL GROUP,
INCORPORATED; KSL RECREATION
CORPORATION; TRI-STATE GROUP,
INCORPORATED; CLUB CORPORATION OF
AMERICA; MARK GOFF; BEN F.
NIEMAN; LA JOLLA PACIFIC EQUITIES,
INCORPORATED; INLAND PACIFIC REAL
ESTATE; MUIA VILLAS HOMEOWNERS
ASSOCIATION, INCORPORATED; THOMAS
E. HEADRICK; TOC, INCORPORATED;
KIAWAH RESORT ASSOCIATES,
Respondents,

and

LA QUINTA GOLF MEMBERS
ASSOCIATION; MICHAEL C. MOORE;
PALM BEACH POLO & COUNTRY CLUB
POA, INCORPORATED; LA QUINTA
MEDICAL/COMMERCIAL PLAZA,
LIMITED; LAWWRENCE M.
THRONEBURG, III; JOHN MUGNI,
Claimants,

MAMAL MOTAHARI; GINA TRAPANI;
D. SCOTT CONE; GARY BRAUN; JANE
HODGKINS, a/k/a Jane and Walter
Hostetter; MORGAN STANELY REAL
ESTATE FUND, L.P.; THE OCEAN
COURSE, LIMITED; R. GEOFFREY LEVY;
MCNAIR & SANFORD; JONES, DAY,
REAVIS; MCGLINCHEY STAFFORD;
GERALD G. BARTON; WILLIAM W.
VAUGHAN, III; JOE W. WALSER, JR.;
BERNARD G. ILLE; WILLIAM R.
CAMPBELL; ROBERT H. HABANS, JR.;
HERBERT V. LARSON, JR.; DAVID
POPPER; POPPER AND POPPER; GLASS
& REED,
Movants.

                 2
Appeal from the United States District Court
for the District of South Carolina, at Charleston.
Falcon B. Hawkins, Senior District Judge.
(CA-91-5291-2-1, BK-91-5814, BK-91-5815, BK-91-5816,
BK-91-5817, BK-91-5818, BK-92-77109)

Argued: December 5, 2000

Decided: January 10, 2001

Before WILLIAMS, MICHAEL, and MOTZ, Circuit Judges.

_________________________________________________________________

Affirmed by unpublished per curiam opinion.

_________________________________________________________________

COUNSEL

ARGUED: Jaime Augusto Bianchi, BIENSTOCK & CLARK,
Miami, Florida, for Appellant. Jay Ira Morstein, PIPER, MARBURY,
RUDNICK & WOLFE, L.L.P., Baltimore, Maryland, for Appellees.
ON BRIEF: Terry S. Bienstock, BIENSTOCK & CLARK, Miami,
Florida; Geoffrey R. Levy, LEVY & GOODWIN, Columbia, South
Carolina, for Appellant. Henry R. Lord, PIPER, MARBURY, RUD-
NICK & WOLFE, L.L.P., Baltimore, Maryland; Daniel J. Carrigan,
Timothy Branigan, PIPER, MARBURY, RUDNICK & WOLFE,
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:

This case involves the interpretation of a land-sale agreement to
purchase a real estate development. After a five week bench trial, the

                  3
district court rendered judgment for the seller, Landmark Land Com-
pany of Florida, Inc. ("Landmark Florida"). The buyer, Arvida/JMB
Partners, L.P.-II ("Arvida"), appeals, asserting as it did before the trial
court, that Landmark Florida breached the parties' contract, implied
covenants of good faith and fair dealing, and post-closing obligations.
We affirm.

I.

On November 21, 1988, Arvida entered into a land-sale agreement
with Landmark Florida for the purchase of approximately 115 acres
of undeveloped residential land within a development known as the
Palm Beach Polo and Country Club ("Polo Club"). The Polo Club is
a private recreational club that offers various amenities, including ten-
nis, golf, pool, and polo facilities. Under the agreement, Arvida
agreed to develop a residential community around the Polo Club and
Landmark Florida agreed to maintain the Polo Club's amenities and
provide residents with memberships to use those amenities.

The agreement included a "no sale" clause,§ 8.2, providing that
"for four years after [November 21, 1988],[Landmark Florida] . . .
shall maintain legal and beneficial ownership and control of substan-
tially all the Club Facilities[.]" The agreement also contained a confi-
dentiality clause, § 19.7, requiring that the provisions of the
agreement:

        will remain confidential and will not be disclosed by either
        party to any third party without the express consent of the
        other party except to the extent reasonably necessary to per-
        form the obligations arising hereunder. All press releases
        and other media dissemination of information relating to the
        transactions contemplated by this Agreement will be subject
        to the prior approval of [Landmark Florida] and [Arvida].

Additionally, the agreement provided, in § 7.1, that Landmark would
meet various post-closing obligations listed on a schedule that supple-
mented the agreement. Among other obligations, the terms of the
schedule required Landmark Florida to remove cypress trees from
specified locations and demuck the underlying soil.

                   4
Over the course of the four-year period following execution of the
agreement, Landmark Florida's parent company, Landmark Land
Company, Inc. ("Landmark Land") twice announced that it had
entered into negotiations with third parties to sell certain of its assets,
including the Polo Club facilities. On April 16, 1990, Landmark Land
issued a press release indicating a potential sale of some assets, sub-
ject to various conditions, to Hon Development Company. The sale
was never consummated. On January 2, 1991, Landmark Land
announced another planned sale, subject to various conditions, to Dai-
ichi Real Estate Company. That sale never came to fruition either.

On October 11, 1991, Landmark Florida filed for Chapter 11 bank-
ruptcy. Arvida filed a claim in the bankruptcy case, essentially assert-
ing that Landmark Florida fraudulently and in breach of its fiduciary
duty breached its agreement with Arvida, causing Arvida economic
losses. In response, Landmark Florida filed objections. Thereafter,
Landmark Florida moved for partial summary judgment based on its
objections to Arvida's claim. In particular, Landmark Florida chal-
lenged Arvida's tort claims based on fraudulent inducement, breach
of fiduciary duty, and trade libel, Arvida's breach of contract claims
relating to the potential sale of the Polo Club facilities and over-
charges for the property owners association assessments, and Arvi-
da's allegations of damages incurred after July 1991. The district
court granted summary judgment in favor of Landmark Florida only
on the breach of fiduciary duty and trade libel claims. As to the claim
that the sale announcements breached the agreement, the court ruled
that §§ 8.2 and 19.7 required Landmark Land to obtain Arvida's con-
sent "prior to any disclosure."

Thereafter, the court held a five-week bench trial on the remaining
claims. On June 30, 1999, the court issued its judgment on those
claims, holding, inter alia, that: neither§§ 8.2 and 19.7 nor the
implied covenants of good faith and fair dealing precluded Landmark
Land from announcing the potential sale of the Polo Club facilities;
Landmark Florida had met its contractual obligation to demuck speci-
fied portions of the land purchased under the agreement; and Land-
mark Florida did not cause Arvida's financial misfortunes.

Arvida appeals.

                  5
II.

We have reviewed the record, briefs, and applicable law, and con-
sidered the oral arguments of the parties, and we are persuaded that
the district court reached the correct result. Accordingly, we affirm on
the reasoning of the district court. See In re Landmark Land Company
of Florida, Inc., No. CIV.A.91-3291-1 (D.S.C. June 30, 1999).

AFFIRMED

                  6
