                               UNPUBLISHED

                    UNITED STATES COURT OF APPEALS
                        FOR THE FOURTH CIRCUIT


                               No. 04-1111



JOHN P. WELDON, d/b/a Corporate Dynamics,

                                                 Plaintiff - Appellant,

           versus


INNOVATIVE MANAGEMENT CONCEPTS, INCORPORATED,

                                                  Defendant - Appellee.



Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.  Claude M. Hilton, Chief
District Judge. (CA-03-363-A)


Argued:   September 29, 2004                 Decided:   October 29, 2004


Before WILKINS, Chief Judge, and NIEMEYER and SHEDD, Circuit
Judges.


Affirmed by unpublished per curiam opinion.


ARGUED: James Stephen DelSordo, HALLORAN & SAGE, L.L.P.,
Washington, D.C., for Appellant.    Brian Paul Waagner, WICKWIRE
GAVIN, P.C., Vienna, Virginia, for Appellee.


Unpublished opinions are not binding precedent in this circuit.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


              John P. Weldon appeals a district court order granting

summary judgment in favor of Innovative Management Concepts, Inc.

(IMC)    in    this   case   arising    from      an   agreement     calling    for

cooperation in the pursuit of business opportunities with the

United States government (the Agreement).              We affirm.


                                       I.

              Weldon is a software developer, and IMC is engaged in the

business of providing services to the United States government.

Under the Agreement, Weldon and IMC planned to work together to

identify      possible   government    customers       and   respond    to     their

requests for proposals.          In the event IMC was awarded a contract

that called for the provision of Weldon’s software, the parties

agreed   that    they    would    attempt    to    negotiate    an   appropriate

subcontract.      Regarding proposals to the United States Air Force,

the Agreement required IMC to communicate with the Air Force and

Weldon   to    provide   any     necessary   technical       information.       The

Agreement further provided that unless they agreed differently in

subcontract negotiations, both parties would be responsible for

their own expenses.

              This case arises out of IMC’s presentation of Weldon’s

software to the Air Force as part of its Air Expeditionary Wing

Analysis System (AEWAS).         AEWAS is a software system that provides


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training for Air Force personnel as well as detailed unit-level

analysis of Air Force operations.            A concept paper that IMC and Air

Force personnel jointly prepared named Weldon’s software as one of

two possible means for providing the unit-level analysis. Although

IMC was eventually awarded the Air Force contract, the contract did

not call for the use of Weldon’s software.              IMC therefore did not

attempt to negotiate any subcontract with Weldon.

            Weldon subsequently filed this suit against IMC alleging

that IMC had failed to meet its obligations under the Agreement.

The district court dismissed four of Weldon’s original seven claims

at   the   pleadings   stage.      After      discovery    was   concluded,    the

district    court   granted     IMC’s   motion    for     summary   judgment    on

Weldon’s remaining claims for breach of contract, quantum meruit,

and misappropriation of trade secrets.


                                        II.

            Weldon first argues that the district court erred in

granting summary judgment against him on his breach of contract

claim.     We disagree.

             Weldon asserts that IMC breached the Agreement by failing

to award him a subcontract after receiving the Air Force contract.

However, under the terms of the Agreement, IMC had no obligation to

even negotiate with Weldon because the Air Force contract did not

call for Weldon’s software.             Moreover, even if the Air Force

contract had called for use of Weldon’s software, the Agreement

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specifies no scope of work, price, or duration for any resulting

subcontract; rather, it is merely an agreement to negotiate.                 Such

indefiniteness precludes a successful breach of contract claim

alleging IMC’s improper failure to award a subcontract.                See W.J.

Schafer Assocs. v. Cordant, Inc., 493 S.E.2d 512, 515 (Va. 1997).


                                     III.

           Weldon also argues that the district court erred in

granting summary judgment against him on his quantum meruit claim

seeking payment for benefits he conferred upon IMC in preparing and

submitting the Air Force contract proposal.           Again, we disagree.

           Weldon’s quantum meruit claim fails as a matter of law

because the Agreement requires each party to bear its own costs and

expenses related to the preparation and submission of proposals:

           Each party shall bear all costs, risks, and
           liabilities incurred by it from the discharge
           of its obligations and efforts under this
           agreement during the pre-proposal and proposal
           period. This period is defined as the period
           up to an award of a prime contract....
           Neither party shall have any right to
           reimbursement, payment, or compensation of any
           kind from the other party during the period to
           the award of a contract....

J.A.   34-35   (emphasis   added).        Although   the   Agreement    is   not

sufficiently definite to support a claim for IMC’s failure to award

Weldon a subcontract, nothing prevents the enforcement of the

requirement that each party bear its own costs.                See Raymond,

Colesar, Glaspy & Huss, P.C. v. Allied Capital Corp., 961 F.2d 489,


                                      4
491 (4th Cir. 1992) (holding under Virginia law that “[o]ne cannot

obtain quantum meruit relief from another if he has expressly

delineated the contractual obligations the two will have on the

subject in question”).        In any event, the mere existence of the

parties’ agreement to bear their own costs makes unreasonable any

expectation that Weldon may have had that he would be reimbursed

for expenses he incurred in performance of the Agreement.          See id.

(holding that to establish quantum meruit liability under Virginia

law,   a   plaintiff   must   have   had   a   reasonable   expectation   of

receiving payment, and the defendant must have reasonably expected

to pay).


                                     IV.

            In sum, the district court properly granted summary

judgment against Weldon.


                                                                  AFFIRMED




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