                              UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                              No. 11-2268


PAMELA ONUSKO,

                 Plaintiff - Appellant,

          v.

JP MORGAN CHASE BANK, N.A.,

                 Defendant - Appellee.



Appeal from the United States District Court for the District of
Maryland, at Baltimore.    Benson Everett Legg, District Judge.
(1:09-cv-01080-BEL)


Submitted:   November 29, 2012              Decided:   February 7, 2013


Before WILKINSON, AGEE, and KEENAN, Circuit Judges.


Affirmed by unpublished per curiam opinion.


Jan I. Berlage, GOHN, HANKEY & STICHEL, LLP, Baltimore,
Maryland, for Appellant.    William G. Miossi, Mary M. Lenahan,
WINSTON & STRAWN LLP, Washington, D.C., for Appellee.


Unpublished opinions are not binding precedent in this circuit.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

     Pamela Onusko (“Onusko”) appeals the district court’s grant

of summary judgment to JP Morgan Chase Bank, N.A. (“Chase”), on

several claims arising from her former employment with Chase.

For the reasons set forth within, we affirm the judgment of the

district court.



                                      I.

     Onusko alleges that Chase enticed her away from her then-

current    employer,   Wells    Fargo      National    Bank,     N.A.     (“Wells

Fargo”),   with   promises     that   Chase   was     growing    its    subprime

mortgage division and would hire, promote, and provide Onusko

and her sales team with the necessary resources for her to be

financially    successful.       Ultimately,        Onusko     contends    Chase

reneged on these promises to her and, as a consequence, owes her

damages on the basis of several causes of action.

     Until March 2007, Onusko was employed by Wells Fargo as a

subprime mortgage division manager, where she headed a team of

350 employees responsible for over one billion dollars in sales.

In the spring of 2006, Jim McCraw (“McCraw”), a former Wells

Fargo employee who had left for Chase, began to actively recruit

Onusko to come work for Chase.            Chase formally offered Onusko a

position in August 2006.        The offer letter discussed the terms

of employment, benefits, and the orientation process, but was

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silent as to the transfer or hiring of Onusko’s sales team.                                      The

letter contained an integration clause which read: “This letter

contains         the    entire      understanding          between       us   and    supercedes

[sic] any prior verbal or written communication related to terms

and    conditions         of    this      offer       of   employment.”          (J.A.       728.)

Onusko rejected the offer, explaining that she was not ready to

move       and   that     Chase     had    offered         her    less    than      her    current

compensation at Wells Fargo.

       Chase sent Onusko a second offer letter in September 2006.

Like the previous offer letter, the September 2006 offer letter

made       no    mention       of    a    sales        team      and    concluded         with   an

integration clause.              Onusko rejected the offer.

       From October 2006 through mid-March of 2007, the parties

had     no       formal        dealings.              Onusko      and     McCraw,         however,

occasionally spoke by telephone. 1                         Though Chase made no formal

offers of employment, Onusko maintains that “general discussion”

about      the    possibility        of    her    leaving         Wells   Fargo      continued.

(J.A. 562–63.)




       1
        When   asked  about   the   purpose  of   the  telephone
conversations, Onusko responded: “We were friends. We had been
friends for many years. So, you have that networking. That’s a
common thing among businesspeople, and just what’s going on,
just general discussion, how are you doing, how is life, how are
things, miscellaneous conversations with miscellaneous people.”
(J.A. 562.)



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       On March 15, 2007, Onusko received the unexpected news that

Wells Fargo was exiting the subprime sector and, as a result,

eliminating her position.             She was offered a different position

in Wells Fargo’s traditional mortgage division with a similar

compensation structure.              After considering the offer for “two

seconds,” she immediately informed her manager that she would be

leaving Wells Fargo to work for Chase.                  (J.A. 511.)

       Later that day, Onusko telephoned McCraw and informed him

that she was now ready to join Chase.                    McCraw responded that he

would need some time to “see what we can put together.”                          (J.A.

514.)     Chase made Onusko a formal offer in April 2007.                           The

position      it     had    previously         offered     was    not       immediately

available, but Chase proposed to make Onusko a regional manager,

with    the   assurance     that     she   would   be     promoted     to   divisional

manager within a few months.

       The April 2007 offer letter, like Chase’s previous offer

letters,      made   no    mention    of   a    sales     team   and    contained   an

integration clause.          Onusko, nevertheless, contends that Chase

“reassured her that as [r]egional [m]anager [ ] she would have

absolutely the same ability to hire members of her sales team

from Wells Fargo.”          (J.A. 17.)         She concedes, however, that she

accepted the April 2007 offer letter as written and did not

attempt to negotiate any of its terms.                    She also concedes that



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the parties never discussed specifics, such as a budget or the

number of people that she would be permitted to hire.

       Less than a month after Onusko had commenced her employment

with       Chase,   the   bank   instituted   what   it   characterized     as    a

temporary hiring “pause.” 2          In October 2007, Onusko was promoted

to divisional manager as promised, but was unable to hire and

grow the team on which her compensation largely depended.                        At

some point in late 2007 or early 2008, as the subprime mortgage

market began to disintegrate, it became clear that the hiring

pause was unlikely to be lifted.

       In early 2008, Chase eliminated Onusko’s divisional manager

position and made her an area manager, a lesser title which she

held for approximately four months.              In August 2008, as Chase

underwent another reduction in its work force, it demoted Onusko

again, this time to loan officer.             Onusko formally resigned from

Chase in November 2008.

       In April 2009, Onusko filed her Complaint against Chase in

the District of Maryland, alleging fraudulent misrepresentation,

negligent       misrepresentation,      and   deceit.       Chase   moved    for

summary judgment, which the district court granted.

       2
       The parties dispute whether “pause” or “freeze” is the
proper term for Chase’s cessation of hiring, and of what, if
any, difference in meaning exists between the two. The district
court, quite appropriately, saw no distinction and used the
terms interchangeably.



                                        5
       Onusko timely appealed, and we have jurisdiction pursuant

to 28 U.S.C. § 1291.



                                       II.

       We review the district court’s grant of summary judgment de

novo, applying the same standard as the district court.                            See

Nat’l City Bank of Ind. v. Turnbaugh, 463 F.3d 325, 329 (4th

Cir.    2006).     Summary      judgment       is   appropriate    “if     the   movant

shows that there is no genuine dispute as to any material fact

and the movant is entitled to judgment as a matter of law.”

Fed. R. Civ. P. 56(a).

       Additionally, we apply Maryland law because this action is

based upon diversity jurisdiction.                   See Klaxon Co. v. Stentor

Elec. Mfg. Co., Inc., 313 U.S. 487, 496–97 (1941) (federal court

exercising diversity jurisdiction must apply legal principles of

the state in which the federal court is located).



                                      III.

       Onusko contends on appeal that the district court erred in

three    ways:    (1)   treating    her        deceit   claim     as   a   fraudulent

misrepresentation claim, rather than as a fraudulent concealment

claim;    (2)    failing   to    thoroughly         consider    key    evidence    and

facts; and (3) failing to view the facts in the light most



                                           6
favorable to her as to when Chase knew or should have known a

hiring freeze was imminent.

     We conclude that the district court did not err in treating

Onusko’s deceit claim as a fraudulent misrepresentation claim,

rather than as a fraudulent concealment claim.                               Maryland law

makes clear that “the common law causes of action for fraudulent

misrepresentation and fraudulent concealment are substantively

indistinct.”           Rhee v. Highland Dev. Corp., 958 A.2d 385, 396

(Md. Ct. Spec. App. 2008); see also Hoffman v. Stamper, 867 A.2d

276, 292 n.12 (Md. 2005) (“It has long been clear that fraud may

consist     in    a     suppression       of    the    truth    as   well     as    in   the

assertion        of     a    falsehood.”        (quotation      marks      and     brackets

omitted)).        Onusko has failed to demonstrate a prime facie case

of      either         fraudulent         misrepresentation           or         fraudulent

concealment.           See Miller v. Fairchild Indus., Inc., 629 A.2d

1293, 1301–02 (Md. Ct. Spec. App. 1993) (stating elements of

prima     facie       case    of   fraudulent       misrepresentation        or    deceit).

Onusko     cannot        show      that     there     was   either      an    affirmative

misrepresentation or a material non-disclosure made by Chase.

     Turning to Onusko’s next contention, we conclude that the

district court did not err in failing to consider key evidence

and facts.        The district court thoroughly evaluated the record

to determine that there were no genuine issues of material fact

as   to    whether          McCraw   used      fraudulent      misrepresentations        or

                                                7
concealments to entice Onusko to join Chase.                       The record shows

that any conversations Onusko and McCraw had between September

2006 and March 15, 2007, were, as Onusko characterized, “just

general conversation . . . month in and month out.”                        (J.A. 563.)

The    record    further    reflects         that   in   the     three-month      period

preceding       Onusko’s     March     15,       2007    phone     call    to     McCraw

soliciting       employment       from       Chase,      there     were      no    other

conversations      between       her   and    McCraw.      Onusko     concedes      that

Chase made no employment proposals to her between September 2006

and April 5, 2007, the later date being well after March 15,

2007, when her position at Wells Fargo was eliminated.                             Given

the   evidence,     the    district      court      correctly     assessed      Onusko’s

failure to produce material evidence from which a jury could

find in her favor on the three claims alleged.

       Finally, we conclude that the district court did not err in

failing to view the facts in the light most favorable to Onusko

as to when Chase knew or should have known a hiring freeze was

imminent.        Nothing in the record supports Onusko’s allegation

that Chase intended to institute a permanent hiring freeze after

her arrival.



                                          IV.

       Accordingly, we affirm the judgment of the district court.

We    dispense    with    oral    argument       because   the     facts    and    legal

                                             8
contentions are adequately presented in the materials before the

Court and argument would not aid the decisional process.

                                                           AFFIRMED




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