                              UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                              No. 12-1145


MAUREENE   E.    STANLEY,     Individually and        as     Personal
Representative    of the     Estate of Charles         F.    Stanley,
deceased,

                 Plaintiff - Appellant,

          v.

THE HUNTINGTON NATIONAL BANK, a banking corporation,

                 Defendant - Appellee.



Appeal from the United States District Court for the Northern
District of West Virginia, at Clarksburg.   Frederick P. Stamp,
Jr., Senior District Judge. (1:11-cv-00054-FPS-JSK)


Submitted:   June 15, 2012                    Decided:      August 21, 2012


Before TRAXLER,    Chief    Judge,   and   NIEMEYER   and    KING,   Circuit
Judges.


Affirmed by unpublished per curiam opinion.


Edward R. Kohout, Morgantown, West Virginia, for Appellant.
Joshua S. Rogers, David M. Thomas, DINSMORE & SHOHL LLP,
Morgantown, West Virginia, for Appellee.


Unpublished opinions are not binding precedent in this circuit.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

       Plaintiff Maureene Stanley (“Stanley”) appeals the district

court’s order granting a motion for summary judgment filed by

the defendant The Huntington National Bank (“Huntington”) on her

claims for breach of contract and for violations of the West

Virginia Consumer Credit and Protection Act (the “WVCCPA”), W.

Va. Code §§ 46A-1-101 through 46A-8-102.                 Stanley also appeals

the district court’s order denying her motion for leave to amend

her complaint.    We affirm.



                                        I.

       In March 2009, Stanley and her husband, Charles Stanley

(“Charles”),    opened    a    $100,000      Personal    Credit    Line    (“PCL”)

account with Huntington that was secured by their residence and

other real estate.        At the closing, the Stanleys were offered

and purchased debt cancellation protection on their loan.                      Debt

cancellation is described as

       a two-party, in-house, product offered by Huntington
       in which Huntington agrees to cancel or forgive all or
       part[] of a qualifying customer’s indebtedness upon
       the occurrences of certain events such as death and
       the diagnosis of a terminal medical condition.

J.A.    139   (internal       quotation      marks    omitted).       The      debt

cancellation    product       carried   a    “maximum    protection       of   [the]

Outstanding Credit Line Balance up to:               $50,000.”    J.A. 111.




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       To obtain the debt cancellation product, the Stanleys were

required to execute a Personal Credit Line Agreement Rider for

Debt    Cancellation    (the    “Rider”),    confirming   that   they     were

eligible for the protection.        The Rider asks a series of medical

and    employment   questions    including    whether   the   applicant    has

been diagnosed with, or treated for, any “brain, nervous system

or     mental/neurological       disorder,”     and     disqualifies       any

individual who has been diagnosed with or treated for such a

condition    during    the   preceding    two-year    period.    J.A.     111.

Section 4.0 of the Rider provides Huntington with the right to

terminate the Rider and deny benefits if the applicant made a

material misrepresentation in connection with the loan agreement

or Rider:

       We require You to furnish evidence of Your eligibility
       for the protections You selected. If You make any
       material misrepresentation or misrepresentations to Us
       in connection with this Rider or the PCL Agreement,
       whether in writing or otherwise (i) protection will be
       voided; (ii) We will credit to the Outstanding Credit
       Line Balance the amount of the monthly Fees You have
       paid; and (iii) We will deny any Debt Cancellation
       Protection request You file under this Rider. A
       misrepresentation is material if knowledge by Us of
       the truth of the facts misrepresented would have led
       to Our rejection of Your eligibility for the selected
       protections based upon criteria in effect on the
       Protection Effective Date.

J.A. 113.

       It is undisputed that when the PCL Agreement and Rider were

completed and signed, Charles had been diagnosed with, and was


                                      3
being treated for, Parkinson’s disease.            However, the Stanleys

both signed the Rider stating that neither of them had been

diagnosed with, or treated for, such a condition at any time

within the past two years.          Charles died on November 29, 2009,

from pneumonia.        Parkinson’s disease was listed on his death

certificate as an underlying cause of death.

       On December 21, 2009, Stanley submitted a claim form to

Huntington,    requesting    benefits     under   the     debt   cancellation

product.       After    reviewing    Charles’     death     certificate   and

consulting with his physician, Huntington denied benefits based

upon the misrepresentation in the Rider.

       Stanley filed this civil action in state court, asserting

claims for breach of contract, breach of the implied duty of

good faith and fair dealing, breach of the WVCCPA, and punitive

damages.     Huntington timely removed the action to the district

court.     Pursuant to Federal Rule of Civil Procedure 16(b), the

district court issued a scheduling order requiring, in part,

that all motions to amend pleadings be filed by August 1, 2011.

       On September 23, 2011, Stanley filed a motion to amend her

complaint to include a count for fraud in the inducement, based

upon     alleged   misrepresentations      made   by      Huntington’s    loan

officer, Ms. Briana Arbogast, at the time of the loan closing.

The district court ruled that Stanley had not demonstrated “good

cause” for her failure to timely request the amendment under the

                                      4
scheduling order, and denied the motion.                See Fed. R. Civ. P.

16(b)(4) (“A schedule may be modified only for good cause and

with the judge’s consent.”).

     On October 17, 2011, Huntington filed a motion for summary

judgment on all counts.          The district court granted Huntington’s

motion and denied Stanley’s motion for reconsideration.                      This

appeal followed.



                                        II.

                                        A.

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

novo, see Higgins v. E.I. DuPont de Nemours & Co., 863 F.2d

1162, 1167 (4th Cir. 1988), and examine the evidence in the

light most favorable to the nonmoving party while drawing all

reasonable    inferences    in    her   favor,    see   Anderson   v.   Liberty

Lobby, Inc., 477 U.S. 242, 255 (1986).                  Summary judgment is

appropriate    when   the        pleadings,      depositions,      answers    to

interrogatories, admissions and affidavits show that there is no

genuine issue of material fact and that the moving party is

entitled to judgment as a matter of law.                See Fed. R. Civ. P.

56(c).

                                        B.

     Count I of Stanley’s complaint asserts a claim for breach

of contract.     Stanley argues that the district court erred in

                                         5
granting summary judgment on this claim because a genuine issue

of   material     fact     exists        as        to     whether    she      and     Charles

misrepresented Charles’ health when the Rider was signed.                                    We

disagree.

                                              1.

     Under      West    Virginia      law,         contract       interpretation        is   a

question of law and requires a court to determine the meaning

and legal effect solely from the document’s contents.                               Where the

contract     language     is     clear    and           unambiguous,     it    “cannot       be

construed and must be given effect and no interpretation thereof

is permissible.”        Berkeley Cnty. Pub. Serv. Dist. v. Vitro Corp.

of Am., 162 S.E.2d 189, 200 (W. Va. 1968); see also Kanawha

Banking & Trust Co. v. Gilbert, 46 S.E.2d 225, 232-33 (W. Va.

1947).      A   contract       is   ambiguous           only   if   it   is    “reasonably

susceptible of two different meanings or is of such doubtful

meaning that reasonable minds might be uncertain or disagree as

to its meaning.”         Mylan Labs. Inc. v. Am. Motorists Ins. Co.,

700 S.E.2d 518, 524 (W. Va. 2010) (per curiam).

     Here, the district court held that the Rider was clear and

unambiguous, and that it gave Huntington the right to deny debt

protection coverage based upon the Stanleys’ representation that

Charles did not suffer from a neurological disorder.                           We agree.

     The    Rider      clearly      provides        for    debt     cancellation       up    to

$50,000, subject to the borrowers’ confirmation that they are

                                              6
eligible.       Section II of the Rider, titled “CONFIRM that You are

eligible,”       asks     a     series      of       questions          pertaining       to     the

borrowers’ health status.                  Question 1(b) asks if the applicant

has been treated for specific conditions in the past two years

including       any   “brain,       nervous          system       or    mental/neurological

disorder.”       J.A. 111.          The Rider plainly states that “Any YES

answer    in     Section       1    means     You         are    not     eligible       for     any

protection.”          J.A. 111.           The Stanleys answered “no” to this

question,       although       it   is     undisputed            that    Charles       had    been

diagnosed with and was being treated for Parkinson’s disease at

the time.        Both Stanley and Charles signed the Rider, at the

bottom of the same page, confirming that they had “receiv[ed]”

and “carefully read all of the pages of th[e] Rider.”                                 J.A. 111.

       Section 4.0 of the Rider gives the bank the right to void

the    protection        and    deny      benefits         in    any     case     of    material

misrepresentation on the part of the borrower.                                 Thus, under the

clear    and    unambiguous         language         of    the    Rider,       Huntington       was

within    its    rights        to   deny    payment         based       upon    the    Stanleys’

misrepresentation regarding Charles’ health.

                                              2.
        Stanley does not dispute that the representation regarding

Charles’ medical condition on the application was false.                                        Nor

does    she     assert    that      the     language        of     the    Rider        itself    is

ambiguous.        Rather, she contends that she is entitled to the

                                                 7
benefits    of   the    Rider    based      upon   verbal   statements     that   she

claims    were   made    to     and    by   Huntington’s      loan   officer,     Ms.

Arbogast,     prior     to    or      contemporaneously       with   the    Rider’s

execution.

     Specifically, Stanley avers that she and Charles informed

Ms. Arbogast that Charles suffered from Parkinson’s disease, and

that Ms.     Arbogast    told      them     that   Charles’   condition    did    not

disqualify him and that their loan would be repaid in full if

they were ever to file a valid claim.                  Stanley further asserts

that Ms. Arbogast completed the Rider, representing that Charles

did not suffer from a disqualifying condition, and that Stanley

did not read the Rider before signing it.                   Stanley contends that

this extrinsic evidence creates an ambiguity in the Rider and

demonstrates that a genuine issue of material fact exists as to

whether she and Charles actually misrepresented Charles’ health

on the Rider.     We disagree.

     As the district court correctly noted, the parol evidence

rule bars the admission of oral statements made prior to or

contemporaneously with the execution of a clear and unambiguous

contract, unless there are allegations of fraud, mistake, or

material misrepresentation.               See Kanawha Banking, 46 S.E.2d at

232-33.     The “written contract is considered to merge all of the

negotiations and representations made prior to its execution,

and extrinsic evidence is not available to alter or interpret

                                            8
language which is otherwise plain and unambiguous on its face.”

Iafolla v. Douglas Pocahontas Coal Corp., 250 S.E.2d 128, 135

(W. Va. 1978).

     Here, the Rider is clear and unambiguous, and Stanley’s

complaint makes no allegations of fraud, mistake, or material

misrepresentation.      Accordingly,     the   alleged    oral   statements

made at the time of execution of the Rider cannot be relied upon

to vary, contradict, or explain its terms.          Stanley’s claim that

she had a reasonable expectation of insurance, based upon these

statements,     likewise   fails.         Stanley   cannot       avoid   the

unambiguous terms of the Rider by claiming that she did not read

it before signing it.         See Boggs v. Camden-Clark Mem. Hosp.

Corp., 693 S.E.2d 53, 63 (W. Va. 2010) (“This Court has made

clear that, as a general rule, . . . the doctrine of reasonable

expectations is limited to those instances in which the policy

language   is   ambiguous.”   (internal    quotation     marks   omitted)).

The doctrine of reasonable expectations is simply not applicable

in these circumstances.        Accordingly, we affirm the grant of

summary judgment on Stanley’s breach of contract claims.

                                    C.

     Count II of Stanley’s complaint alleges a violation of the

WVCCPA, which provides a cause of action to “[a]ny person who

purchases or leases goods or services and thereby suffers any

ascertainable loss of money or property, real or personal, as a

                                    9
result of the use or employment by another person,” W. Va. Code

§ 46A-6-106(a), of certain “[u]nfair methods of competition and

unfair or deceptive acts or practices,” W. Va. Code § 46A-6-104.

The elements for a colorable claim brought under this section

include “unlawful conduct by the seller, an ascertainable loss

on the part of the consumer, and a causal connection between the

ascertainable loss and the [seller’s] conduct.”           White v. Wyeth,

705 S.E.2d 828, 835 (W. Va. 2010).                Huntington asserts that

Stanley failed to provide the requisite notice to bring a claim

under the Act and that she failed to properly allege the claim

with the requisite particularity.

     Before a claim can be brought pursuant to the WVCCPA, a

plaintiff must comply with a mandatory condition precedent set

forth in § 46A-6-106(b), which states that:

     [n]otwithstanding the provisions of subsection (a) of
     this section, no action may be brought pursuant to the
     provisions of this section until the consumer has
     informed the seller or lessor in writing and by
     certified mail of the alleged violation and provided
     the seller or lessor twenty days from receipt of the
     notice of violation to make a cure offer . . . .

W. Va. Code Ann. § 46A-6-106(b).           The district court held that

Stanley’s   failure   to   comply   with   this    mandatory   prerequisite

bars her claim.   We agree.

     Stanley sent two letters to Huntington dated February 2010

and March 2011, requesting a status update on her claim and

seeking documents, which she claims was “effective” notice under

                                    10
the Act.     However, the letters do not assert a violation of the

WVCCPA and     do    not    meet   the      mandatory     notice     prerequisite    to

filing suit.        Thus, Stanley’s claim fails because she did not

provide the required notice to Huntington under § 46A-6-106(b).

Accordingly,      we   affirm        the     district        court’s   dismissal    of

Stanley’s WVCCPA claim.



                                           III.

     Finally, Stanley appeals the district court’s order denying

her motion to amend her complaint to add a claim for fraud in

the inducement based upon the misrepresentations made by Ms.

Arbogast    during     the    loan      closing.        We    review   the     district

court’s order for an abuse of discretion.                          See Equal Rights

Center v. Niles Bolton Assocs., 602 F.3d 597, 603 (4th Cir.

2010).

     Under    Federal       Rule   of      Civil   Procedure       15(a)(2),    Stanley

could    “amend     [her]    pleading       only   with      the   opposing     party’s

written consent or the court’s leave.”                    Fed. R. Civ. P. 15(a).

“Although leave to amend should be freely given when justice so

requires, a district court has discretion to deny a motion to

amend a complaint, so long as it does not outright refuse to

grant the leave without any justifying reason.”                         Equal Rights

Ctr., 602 F.3d at 603 (internal quotation marks, alteration and

citation omitted).          “A district court may deny a motion to amend

                                            11
when the amendment would be prejudicial to the opposing party,

the moving party has acted in bad faith, or the amendment would

be futile.”      Id.

       In order to ensure efficient case management, however, Rule

16(b) requires the district court to issue scheduling orders,

see    Fed.   R.   Civ.    P.     16(b)(1)      &   (2),    which,   among    other

deadlines, “must limit the time to . . . amend the pleadings,

complete      discovery,        and   file     motions,”      Fed.   R.    Civ.   P.

16(b)(3)(A).       The “schedule may be modified only for good cause

and with the judge’s consent.”                 See Fed. R. Civ. P. 16(b)(4).

“Therefore, after the deadlines provided by a scheduling order

have   passed,     the    good    cause      standard   must    be   satisfied    to

justify leave to amend the pleadings.”                     Nourison Rug Corp. v.

Parvizian, 535 F.3d 295, 298 (4th Cir. 2008).

       Stanley filed her complaint in March of 2011.                      Huntington

timely removed the action to the district court and answered,

asserting the parol evidence rule as a defense.                       Pursuant to

Federal Rule of Civil Procedure 16(b), the district court issued

a scheduling order requiring, in part, that all motions to amend

pleadings be filed by August 1, 2011, and that all dispositive

motions be filed by October 17, 2011.

       On   September     22,    2011,    at    a   motions    hearing    regarding

expert witnesses, Huntington’s counsel advised the court of its

intent to file a motion for summary judgment “based upon the

                                          12
clear language of the subject contract and the parol evidence

rule.”   J.A. 51.       Stanley contends that she was surprised by

Huntington’s position that oral statements and other extrinsic

evidence at the time of the closing were inadmissible under the

parol evidence rule, and she filed an untimely motion to amend

her complaint to include a count for fraud in the inducement the

following day.

     The district court held that Stanley’s “explanation does

not address the diligence required to show good cause under Rule

6(b)” and pointed out that Stanley had “offer[ed] no reasons as

to why her fraud in the inducement claim could not have been

asserted through a timely amendment pursuant to th[e] Court’s

scheduling order.”      J.A. 51.      We cannot say that the district

court abused its discretion by finding that the plaintiff failed

to demonstrate “good cause” to amend her complaint.                  Huntington

clearly asserted the parol evidence rule as a defense in its

answer   several     months   prior   to    the     motions    deadline,    and

Stanley’s   motion    appears   to    be   little    more     than   a   belated

reaction to Huntington’s intent to file a motion for summary

judgment based upon the clear and unambiguous language of the

subject contract.      Consequently, we affirm the district court’s

denial of the motion for leave to amend.




                                      13
                                     IV.

     For the foregoing reasons, we affirm the district court’s

order   granting   Huntington’s   motion   for    summary   judgment   and

denying Stanley’s motion for leave to amend her complaint.             We

dispense   with    oral   argument    because    the   facts   and   legal

contentions are adequately presented in the materials before the

court and argument would not aid the decisional process.

                                                                 AFFIRMED




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