UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

TC X INCORPORATED; TC 126,
INCORPORATED,
Plaintiffs-Appellants,

v.                                                                  No. 95-1399

COMMONWEALTH LAND TITLE
INSURANCE COMPANY,
Defendant-Appellee.

Appeal from the United States District Court
for the District of South Carolina, at Rock Hill.
Joseph F. Anderson, Jr., District Judge.
(CA-93-640-0-17)

Argued: March 4, 1996

Decided: May 22, 1996

Before MURNAGHAN and ERVIN, Circuit Judges, and YOUNG,
Senior United States District Judge for the District of Maryland,
sitting by designation.

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Affirmed by unpublished per curiam opinion.

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COUNSEL

ARGUED: H. Lane Kneedler, HAZEL & THOMAS, P.C., Rich-
mond, Virginia, for Appellants. Michael Wallace Tighe, CALLISON,
TIGHE, ROBINSON & HAWKINS, L.L.P., Columbia, South Caro-
lina, for Appellee. ON BRIEF: S. Miles Dumville, Brian R. Marron,
HAZEL & THOMAS, P.C., Richmond, Virginia, for Appellants.
Susanne A. Hawkins, James W. Bradford, Jr., Louis H. Lang, CALLI-
SON, TIGHE, ROBINSON & HAWKINS, L.L.P., Columbia, South
Carolina, for Appellee.

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Unpublished opinions are not binding precedent in this circuit.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

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OPINION

PER CURIAM:

TC X and TC 126, plaintiffs-appellants, are two corporations
which were formed to develop land in Tega Cay, South Carolina.1
Commonwealth Land Title Company ("Commonwealth") issued an
owner's title insurance policy with a face value of $8,400,000 cover-
ing the land being developed by TC X. At the time the policy was
issued, the land was subject to an ongoing lawsuit over ownership by
the Catawba Indian Tribe. Due to the litigation, the parties negotiated
a provision directed at insuring against the Catawba Indian Tribe's
claims. The agreed upon provision did not insure marketability as
defined by the common law, but rather defined marketability as
insurability.2 The policy thus provided a limited form of title insur-
ance covering the Catawba Indian Tribe's claims. Commonwealth
also agreed to provide the "same affirmative coverage" set forth in the
policy with respect to the Catawba Indian Tribe's claims to any mort-
gagee or purchaser of the land.3
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1 TC is an abbreviation for Tega Cay; the "X" in TC X is the Roman
numeral for "10," not the letter "x."
2 If any title insurance company licensed to transact business in South
Carolina would insure title to the property, then title to the property
would be considered marketable under the terms of the policy.
3 Paragraph nine of schedule B to the title policy provides:

         This policy insures against loss or damage which the Insured
         may sustain by reason of any right or claim of title which has

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A joint venture formed to develop a conference center on the
insured land. TC X planned to transfer the land to TC 126, who was
a party to the joint venture. TC 126 would then transfer the land to
the joint venture. The joint venture requested from Commonwealth a
policy identical to the one it had issued to TC X, but in the amount
of $50,000,000. Commonwealth agreed to issue affirmative coverage,
but only at the limited face value of the original policy--$8,400,000.
Commonwealth took the logical position that $50,000,000 was not the
same as $8,400,000.

The joint venture could not obtain financing for its project without
title insurance and, therefore, dissolved. TC X and TC 126 filed a
complaint in state court alleging that Commonwealth had breached
the title insurance contract, breached its duty of good faith and fair
dealing, and violated South Carolina law on unfair trade practices.
Commonwealth removed the lawsuit to federal court based on federal
diversity jurisdiction. 28 U.S.C. § 1332 (1988). The district judge,
convinced that there was no breach of contract in Commonwealth's
refusal to treat $8,400,000 as equal to $50,000,000, granted summary
judgment in favor of Commonwealth on all of the appellants' claims.
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            been or may be asserted, of record or not, by or on behalf of any
            Indian or Indian tribe arising out of any treaty or any other trans-
            fer of land based on the Indian Non-Intercourse Act of 1790 or
            any similar state or federal law including any matter raised by
            the pending lawsuit filed in the United States District Court for
            the District of South Carolina bearing Civil No. 80-2050-6, enti-
            tled Catawba Indian Tribe of South Carolina, also known as the
            Catawba Nation of South Carolina v. State of South Carolina, et
            al. This policy includes insurance against loss[or] damage by
            reason of unmarketability of title (as hereinafter defined) on
            account of said defect. With respect to said defect the offer of
            any title insurance company licensed to transact business in the
            State of South Carolina, including this company, to insure at its
            regular rates the title to the land herein described in the manner
            herein set forth above shall be conclusive evidence of the mar-
            ketability of the title hereby insured. The company agrees that
            upon request of any mortgagee or vendee of the insured, or the
            mortgagee of such vendee, to issue its policy containing the
            same affirmative coverage set forth above, but subject to the
            same condition.

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Under South Carolina law, which applies in this diversity lawsuit,
the court first examines the plain language of the contract as to the
parties' intent. Martin v. Carolina Water Serv. Inc., 312 S.E.2d 556,
558 (S.C. Ct.App. 1984). "If the [policy's] language is clear and capa-
ble of legal construction, the language alone determines the force and
effect of the" policy. Id. Additionally,"where the agreement . . . is a
written contract, the intention of the parties must be inferred from the
contents of the whole agreement and not from any one of its several
parts." Id. Here, the plain language of the policy provides that Com-
monwealth is obligated to issue "the same affirmative coverage" to
future purchasers and mortgagees of the property. The affirmative
coverage provided in the contract clearly is, however, only for $8.4
million. Thus, Commonwealth was not obligated to issue a policy for
$50 million. Where a contract is not ambiguous and the intent is clear,
a court cannot interpolate into the agreement conditions that are not
there. Dean v. American Fire & Casualty Co., 152 S.E.2d 247, 248
(S.C. 1967).4 Here, the contract is not ambiguous--Commonwealth is
obligated only to issue subsequent policies with the same affirmative
coverage, which includes a limit on the face value of $8.4 million.

Accordingly, the judgment is

AFFIRMED.
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4 TC X and TC 126 argue that to interpret the policy in the above man-
ner is nonsensical because Commonwealth would be obligated to issue
six separate policies--each for $8.4 million, totalling approximately $50
million. That argument fails because neither TC 126 nor the joint venture
requested six separate policies for $8.4 million. Furthermore, the policy
requires the issuance of subsequent policies for $8.4 million only.

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