                               UNPUBLISHED

                    UNITED STATES COURT OF APPEALS
                        FOR THE FOURTH CIRCUIT


                               No. 07-2017


LAURA K. THOMAS,

                  Plaintiff – Appellant,

           v.

BRANCH BANKING & TRUST COMPANY,

                  Defendant – Appellee,

           and

PAUL F. THOMAS,

                  Defendant.



Appeal from the United States District Court for the Northern
District of West Virginia, at Clarksburg.    Irene M. Keeley,
District Judge. (1:06-cv-00052-IMK)


Argued:   October 30, 2008                   Decided:   December 24, 2008


Before WILKINSON, Circuit Judge, Samuel G. WILSON, United States
District Judge for the Western District of Virginia, sitting by
designation, and Henry E. HUDSON, United States District Judge
for the Eastern District of Virginia, sitting by designation.


Affirmed by unpublished per curiam opinion.


ARGUED: William J. Leon, Jr., Morgantown, West Virginia, for
Appellant.    Ray Cooley Stoner, JACKSON KELLY, P.L.L.C.,
Pittsburgh, Pennsylvania, for Appellee. ON BRIEF: Jeffrey A.
Ray, Morgantown, West Virginia, for Appellant.       Parween S.
Mascari, JACKSON KELLY, P.L.L.C., Morgantown, West Virginia, for
Appellee.


Unpublished opinions are not binding precedent in this circuit.




                                2
PER CURIAM:

        This appeal involves a dispute between a woman, her ex-

husband, and their bank.        Paul Thomas pledged shares of stock to

Branch    Banking   &   Trust   Company   (“BB&T”)   as   collateral   for   a

loan.     Before the loan was repaid, Mr. Thomas transferred his

ownership of some of those shares to Laura Thomas, his wife at

the time.     The disagreement in this case centers on the number

of shares that Mr. Thomas actually transferred to Ms. Thomas.

When the loan was repaid, BB&T returned fewer shares to Ms.

Thomas than she thought she was due.          Ms. Thomas then filed suit

against BB&T.       BB&T defeated Ms. Thomas’s claim for breach of

contract on summary judgment, and BB&T defeated Ms. Thomas’s

claim under Article 9 of the Uniform Commercial Code at trial.

Because BB&T owed no duty to Ms. Thomas to transfer or maintain

the disputed shares, we affirm.



                                     I.

        Mr. Thomas and Ms. Thomas obtained a loan from One Valley

Bank in 1994.       One Valley Bank was the predecessor of BB&T, and

the two banks are indistinguishable for the purposes of this

case.     As collateral for the loan, Mr. Thomas delivered to BB&T

a stock certificate in Mr. Thomas’s name for 8,926 shares of

State Bancorp, Inc.



                                      3
      Mr. Thomas later decided to transfer ownership of some of

those shares to Ms. Thomas for the purposes of estate planning.

With that end in mind, Mr. Thomas, Ms. Thomas, and BB&T executed

a “Collateral Transfer Agreement.”               The agreement stated that

BB&T would permit Mr. Thomas to transfer 6,501 of the 8,926

shares into Ms. Thomas’s name, but only on the condition that

all 8,926 shares remained pledged to BB&T as collateral for the

loan.

      Two    weeks    after     executing        the   collateral     transfer

agreement, Mr. Thomas wrote a letter to BB&T.                The letter stated

that Mr. Thomas planned to replace the certificate held by BB&T

with two certificates, one in his name for 6,501 shares, and one

in Ms. Thomas’s name for 2,425 shares -- that is, the opposite

of    the    allocation     described       in   the    collateral    transfer

agreement.       According to State Bancorp’s records, Mr. Thomas

then transferred 2,425 shares to Ms. Thomas, and State Bancorp

issued certificates in Mr. Thomas’s name for 6,501 shares and in

Ms.   Thomas’s     name   for   2,425   shares.        But   when   Mr.   Thomas

delivered the new certificates to BB&T, the bank amended its

collateral register receipt for the loan to state that the bank

had received a certificate in Ms. Thomas’s name for 6,501 shares

and a certificate in Mr. Thomas’s name for 2,425 shares.

      When   the   loan   was   subsequently      repaid,    BB&T   returned   a

certificate for 2,425 shares to Ms. Thomas.                  Ms. Thomas filed

                                        4
suit and alleged that BB&T should have given her a certificate

for 6,501 shares.            Ms. Thomas sought damages under two legal

theories.         First,     she      claimed         that     BB&T      had    breached     the

collateral transfer agreement by failing to transfer ownership

of 6,501 shares into her name.                        Second, she claimed that BB&T

had    breached     its    statutory        duty        to    use     reasonable     care     to

preserve      collateral         in   its    possession             --   namely,     a     stock

certificate in Ms. Thomas’s name for 6,501 shares -- as required

by Article 9 of the Uniform Commercial Code.                                See W. Va. Code

§ 46-9-207.

       The district court granted summary judgment to BB&T on Ms.

Thomas’s breach of contract claim.                            The court held that the

collateral transfer agreement required only that BB&T permit Mr.

Thomas to transfer shares to Ms. Thomas, not that BB&T itself

transfer any shares to Ms. Thomas.

       The district court allowed Ms. Thomas’s statutory claim to

proceed to trial.            The parties stipulated that the only issue

for the jury was whether BB&T had possessed a stock certificate

in    Ms.   Thomas’s      name    for   6,501         shares.         The      district    court

denied      Ms.   Thomas’s    motion        in       limine    to    exclude      evidence    of

State Bancorp’s stock records; those records tended to show that

the disputed stock certificate never existed.                            The jury returned

a verdict in favor of BB&T.                 The district court entered judgment

in favor of BB&T, and Ms. Thomas appealed.

                                                 5
                                          II.

      We     first    affirm    the    judgment       in    favor       of   BB&T    on   Ms.

Thomas’s claim under Article 9 of the U.C.C.                             On appeal, Ms.

Thomas does not argue that the evidence presented to the jury on

her   statutory       claim    was    insufficient          to     support     the    jury’s

verdict against her.            Instead, she argues that the jury should

not   have    seen    certain    evidence        at   all.         In    particular,      Ms.

Thomas claims that the district court erred when it denied her

motion in limine and admitted evidence of State Bancorp’s stock

records.       If the district court had granted her motion, Ms.

Thomas contends, she would have prevailed on her statutory claim

because      the    only   evidence     in    the     case       would    have    been    the

collateral         register    receipt       stating        that     BB&T      received      a

certificate in Ms. Thomas’s name for 6,501 shares.                                   And Ms.

Thomas argues that the district court should have granted her

evidentiary motion because BB&T used the stock records only to

support an improper defense of unilateral mistake.

      Ms. Thomas’s argument lacks merit.                     The issue for the jury

on Ms. Thomas’s Article 9 claim was whether BB&T ever possessed

a stock certificate in Ms. Thomas’s name for 6,501 shares.                                BB&T

did not raise a legal defense of mistake against that claim.

BB&T argued instead -- as a factual matter -- that it never

possessed      the    disputed       certificate,      and       that    the     collateral

register     receipt       stating    otherwise       was    incorrect.           And     BB&T

                                             6
presented      the     evidence       of    State     Bancorp’s     stock    records      to

demonstrate that the collateral register receipt was in error.

Those       records    --     which     included       stock    certificates,        stock

ledgers, dividend checks, and proxy statements -- all suggested

that a certificate in Ms. Thomas’s name for 6,501 shares had

never existed.          The district court did not abuse its discretion

in   admitting        this    evidence,       which    went    to   the    heart    of   the

factual      question        before    the     jury    --     indeed,     this     evidence

adequately supported the jury’s verdict in favor of BB&T.                                 We

therefore affirm both the district court’s evidentiary decision

and the jury’s verdict on the Article 9 claim.



                                             III.

       We    also     affirm     the       district    court’s      grant    of    summary

judgment in favor of BB&T on Ms. Thomas’s breach of contract

claim.       Ms. Thomas makes the same argument on appeal that she

made     before      the     district       court:    that     summary     judgment      was

unwarranted         because     BB&T       breached    its     obligation     under      the

collateral transfer agreement to transfer 6,501 shares of State

Bancorp      stock     into    her    name.        Applying    de   novo    review,      see

Darveau v. Detecon, Inc., 515 F.3d 334, 338 (4th Cir. 2008), we

hold that summary judgment for BB&T was proper for the reasons

stated by the district court in its opinion below.



                                               7
       As      the     district         court        correctly           held:     “Under        the

unambiguous terms of the collateral transfer agreement, . . .

BB&T had no obligation to transfer or deliver 6,501 shares” into

Ms. Thomas’s name.               Thomas v. Branch Banking & Trust Co., No.

1:06-cv-00052,         at    1    (N.D.W.        Va.      Aug.     31,    2007)        (memorandum

opinion).        The agreement stated that Mr. Thomas had requested

that BB&T “‘permit 6,501 shares of the Stock to be transferred’”

to Ms. Thomas.              Id. at 15 (quoting the agreement) (emphasis

added    by    the    district         court).            The    district    court       properly

observed:       “This       contract      provision             unambiguously          establishes

that Mr. Thomas sought permission from BB&T to access the stock

certificate held as collateral . . . so that, in the future, he

could transfer shares into his wife’s name.                               It does not state

that     Mr.    Thomas       requested       BB&T          to     transfer       some     of     the

collateral into his wife’s name.”                          Id.      The agreement further

stated      that      BB&T       was     “‘willing          to     permit        the     requested

transfer’” of 6,501 shares, but only on the condition that all

8,926    shares       remained         pledged       as    collateral.           Id.     at    15-16

(quoting the agreement) (emphasis added by the district court).

Even    though       the    agreement      referred         to     the    transfer       of    6,501

shares, therefore, the district court correctly determined that

“BB&T’s sole interest in the agreement was to ensure that the

total amount of shares were repledged by the Thomases following

a future transfer of bank stock between them.”                             Id. at 16.

                                                 8
      Ms.   Thomas    responds     by   arguing     that    Mr.   Thomas    made    a

completed     gift    of   6,501    shares   to     Ms.    Thomas    through     the

collateral transfer agreement.           Even if that were true, it does

not remedy the fact that the agreement “impose[d] no duty on

BB&T’s part to transfer any shares of stock” to Ms. Thomas.                      Id.

at 18.      The alleged completion of the gift between Mr. Thomas

and   Ms.   Thomas    therefore     cannot   save    Ms.    Thomas’s    breach     of

contract claim against BB&T.

      Thus,    “all     obligations     under     the      collateral      transfer

agreement were fulfilled [when] BB&T permitted the transfer and

Mr. Thomas repledged the entire 8,926 shares of State Bancorp

stock as collateral.”        Id. at 19-20.        Because BB&T satisfied its

obligations     under      the     collateral     transfer        agreement,     Ms.

Thomas’s breach of contract claim fails as a matter of law.

      The judgment of the district court is therefore

                                                                        AFFIRMED.




                                        9
