UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

STRAIGHT CREEK PROCESSING
COMPANY; PETER W. STROH; ELDERS
FINANCE, INCORPORATED; ESTATE OF
WALTER B. FORD, II,
Plaintiffs-Appellants,
                                                                  No. 95-1825
v.

LAWYERS TITLE INSURANCE
CORPORATION,
Defendant-Appellee.

Appeal from the United States District Court
for the Western District of Virginia, at Big Stone Gap.
Samuel G. Wilson, District Judge.
(CA-94-9-2-B)

Argued: December 7, 1995

Decided: January 31, 1996

Before HALL and HAMILTON, Circuit Judges, and
THORNBURG, United States District Judge for the Western
District of North Carolina, sitting by designation.

_________________________________________________________________

Affirmed by unpublished per curiam opinion.

_________________________________________________________________

COUNSEL

ARGUED: Daniel Robert Bieger, COPELAND, MOLINARY &
BIEGER, P.C., Abingdon, Virginia, for Appellants. James Laurent
Windsor, KAUFMAN & CANOLES, P.C., Newport News, Virginia,
for Appellee. ON BRIEF: John E. Kieffer, Beth O. Skinner, WOOD-
WARD, MILES & FLANNAGAN, P.C., Bristol, Virginia, for Appel-
lee.

_________________________________________________________________

Unpublished opinions are not binding precedent in this circuit.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

_________________________________________________________________

OPINION

PER CURIAM:

Straight Creek Processing Company (Straight Creek) 1 brought this
breach of contract action against Lawyers Title Insurance Corporation
(Lawyers Title), alleging that Lawyers Title breached its obligations
under a title insurance policy.2 The district court granted summary
judgment in favor of Lawyers Title. For the reasons stated below, we
affirm.

I.

In 1981, Millers Cove Energy Company (Millers Cove) purported
to convey to Straight Creek a parcel of land (the Property) located in
Lee County, Virginia. Lawyers Title issued a title insurance policy
(the Policy) that insured Straight Creek's title to the Property. In
1986, Straight Creek learned that Millers Cove may not have had title
to the Property at the time it purported to convey the Property to
Straight Creek.
_________________________________________________________________

1 Straight Creek has assigned portions of the proceeds it may receive
in this action to the other appellants, Peter W. Stroh, the Estate of Walter
B. Ford, II, and Elders Finance.
2 Jurisdiction was based on diversity of citizenship. See 28 U.S.C.
§ 1332(a)(1).

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In a letter dated April 11, 1991, Straight Creek gave Lawyers Title
notice of a claim under the Policy. The letter informed Lawyers Title
that a title "discrepancy" existed (J.A. 482), that Straight Creek was
attempting to sell the Property, and that the sale was contingent on
Straight Creek's delivering clear title. Thereafter, Straight Creek noti-
fied Lawyers Title of a proposed settlement agreement with a group
of persons asserting an ownership interest in the Property. Straight
Creek and Lawyers Title then exchanged letters regarding whether
Straight Creek's claim was covered under the Policy. Sometime
between May 29, 1991, and June 6, 1991, Straight Creek entered into
a settlement agreement in which it agreed to pay $300,000 to the
group of alleged adverse owners. On June 12, 1991, Lawyers Title
notified Straight Creek that the claim was not covered under the Pol-
icy.

Straight Creek subsequently brought this action against Lawyers
Title in the United States District Court for the Western District of
Virginia, seeking to recover the $300,000 under the Policy. The dis-
trict court granted summary judgment in favor of Lawyers Title, con-
cluding that Straight Creek's violation of three provisions of the
Policy precluded Straight Creek's recovery under the Policy. This
appeal followed.

II.

We review the grant of summary judgment de novo . Cooke v. Man-
ufactured Homes, Inc., 998 F.2d 1256, 1260 (4th Cir. 1993). Sum-
mary judgment is appropriate when, viewed in the light most
favorable to the nonmoving party, "the pleadings, depositions,
answers to interrogatories, and admissions on file, together with the
affidavits, if any, show that there is no genuine issue as to any mate-
rial fact and that the moving party is entitled to a judgment as a matter
of law." Fed. R. Civ. P. 56(c); see Cooke, 998 F.2d at 1260. A non-
moving party will survive a motion for summary judgment only if
"the evidence is such that a reasonable jury could return a verdict for
the nonmoving party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242,
248 (1986).

III.

Because this is a diversity case, we apply the substantive law of
Virginia, the state where the action was brought, see Erie R.R. v.

                     3
Tompkins, 304 U.S. 64, 78-80 (1938), including Virginia's choice-of-
law rules. See Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487,
496 (1941). In Virginia, the interpretation of a contract is governed
by the law of the place where the contract was made. Woodson v.
Celina Mut. Ins. Co., 177 S.E.2d 610, 613 (Va. 1970). The Policy,
which is the contract at issue here, was made in Virginia. Therefore,
Virginia law governs its interpretation.

Under Virginia law, an unambiguous contract controls the rights of
the parties to the contract. See D.C. McClain, Inc. v. Arlington
County, 452 S.E.2d 659, 662 (Va. 1995) ("[T]he contract becomes the
law of the case unless the contract is repugnant to some rule of law
or public policy."). Therefore, we enforce unambiguous provisions of
contracts, including insurance policies, as they are written. State Farm
Fire & Casualty Co. v. Walton, 423 S.E.2d 188, 191 (Va. 1992).

Here, the Policy unambiguously provides, "No claim shall arise or
be maintainable under this policy . . . for liability voluntarily assumed
by an insured in settling any claim or suit without prior written con-
sent of [Lawyers Title]." (J.A. 389). Straight Creek admits that it set-
tled the claim without Lawyers Title's prior written consent. Thus,
under the terms of the Policy, Straight Creek cannot recover the set-
tlement amount. Straight Creek contends, however, that it was
relieved of its duty to obtain Lawyers Title's prior written consent to
the settlement agreement for two reasons: (1) Lawyers Title denied
coverage on the claim; and (2) Lawyers Title acted unreasonably in
its handling of the claim. We shall address each of these contentions
in turn.

A.

Straight Creek argues that it was relieved of its duty to obtain Law-
yers Title's prior written consent to the settlement agreement because
Lawyers Title denied coverage on the claim. As support for this argu-
ment, Straight Creek relies on Bluff Ventures Ltd. Partnership v. Chi-
cago Title Ins. Co., 950 F.2d 139 (4th Cir. 1991). We find this
reliance to be misplaced.

In Bluff Ventures, an insured made a claim under a title insurance
policy. The insurer responded by informing the insured that the policy

                     4
had terminated and that the claim was denied. The insured subse-
quently entered into settlement agreements without obtaining the
insurer's consent, although the policy required the insurer's consent
to any settlement agreement. When the insured later attempted to
recover under the policy, the insurer raised the settlement agreements
as a defense. Under these circumstances, we held that the insurer's
denial of coverage on the claim relieved the insured of its duty to
obtain the insurer's consent before entering into any settlement agree-
ment. Id. at 143-44.

In Bluff Ventures, the insurer denied coverage before the insured
settled the claim. It would have been pointless to require the insured
to get consent from the insurer when the insurer had already stated
that no coverage existed under the policy. Here, in contrast, Lawyers
Title did not deny coverage until after Straight Creek settled the
claim. Straight Creek settled the claim sometime between May 29,
1991, and June 6, 1991, and Lawyers Title denied coverage on June
12, 1991. Because Lawyers Title did not deny coverage until after
Straight Creek settled the claim, Straight Creek was not relieved of
its duty to obtain Lawyers Title's prior written consent to the settle-
ment agreement.

B.

Straight Creek also contends that it was relieved of its duty to
obtain Lawyers Title's prior written consent to the settlement agree-
ment because Lawyers Title acted unreasonably in its handling of the
claim. Straight Creek argues that although it notified Lawyers Title
of the settlement negotiations three times, Lawyers Title refused to
participate in settlement negotiations and used stalling tactics to delay
or avoid settling the claim. Assuming that such conduct on behalf of
Lawyers Title would justify Straight Creek in settling the claim with-
out Lawyers Title's prior written consent, Straight Creek's argument
still fails because there is no evidence on which a reasonable jury
could find that Lawyers Title stalled or refused to participate in settle-
ment negotiations.

Straight Creek first notified Lawyers Title of the claim and of the
proposed sale of the Property by a letter dated April 11, 1991. Law-
yers Title responded on April 22, 1991, with a letter informing

                     5
Straight Creek that the claim had been assigned to a claims attorney
for investigation.

On May 9, 1991, Straight Creek sent Lawyers Title a proposed set-
tlement agreement. In a letter dated May 14, 1991, Lawyers Title
requested further details regarding the settlement agreement and the
proposed sale. This letter acknowledged that time was of the essence
and asked that the requested information be forwarded to Lawyers
Title as soon as possible, so that Lawyers Title could determine
whether coverage existed.

On May 29, 1991, Straight Creek sent Lawyers Title a letter stating
that the proposed sale of the Property must occur no later than June
9, 1991, and that Straight Creek had to complete the settlement before
consummating the sale. Lawyers Title wrote back the next day and
informed Straight Creek that its claim would be discussed at a meet-
ing to be held on May 31, 1991.

On June 2, 1991, Lawyers Title requested additional information
from Straight Creek. Having failed to receive this requested informa-
tion, Lawyers Title requested it again in a letter dated June 6, 1991.
The June 6, 1991 letter explained that Lawyers Title had to review the
requested information before it could determine whether coverage
existed. Sometime between May 29 and June 6, Straight Creek settled
the claim.

The correspondence between Lawyers Title and Straight Creek
shows that Lawyers Title reasonably handled the claim. Lawyers Title
promptly responded to Straight Creek's letters, assigned a claims
attorney to the claim, and began investigating the claim. Lawyers
Title did not stall or refuse to participate in settlement negotiations;
it simply attempted to obtain information from Straight Creek so that
it could determine whether coverage existed and whether the settle-
ment agreement was acceptable.

IV.

In summary, Straight Creek, in violation of the Policy, settled the
claim without prior written consent of Lawyers Title. Under the terms

                    6
of the Policy, the violation of this Policy provision precludes Straight
Creek from recovering the settlement amount. Therefore, the district
court properly granted summary judgment in favor of Lawyers Title.

Having determined that summary judgment was properly granted
because Straight Creek violated the Policy provision requiring Law-
yers Title's prior written consent before settling a claim, we need not
consider the other violations of Policy provisions found by the district
court.

AFFIRMED

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