                            UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 14-1316


MIDATLANTIC INTERNATIONAL INC.,

                Plaintiff - Appellee,

          v.

AGC FLAT GLASS NORTH AMERICA, INC.,

                Defendant - Appellant.



Appeal from the United States District Court for the Eastern
District of Virginia, at Norfolk.     Robert G. Doumar, Senior
District Judge. (2:12-cv-00169-RGD-LRL)


Submitted:   October 31, 2014             Decided:   November 19, 2014


Before KEENAN, Circuit Judge, and HAMILTON and DAVIS, Senior
Circuit Judges.


Affirmed by unpublished per curiam opinion.


Joseph M. Rainsbury, LECLAIRRYAN, Roanoke, Virginia; Charles M.
Sims, LECLAIRRYAN, Richmond, Virginia, for Appellant.  James L.
Chapman, IV, Elaine I. Hogan, CRENSHAW, WARE & MARTIN, P.L.C.,
Norfolk, Virginia, for Appellee.


Unpublished opinions are not binding precedent in this circuit.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

              AGC Flat Glass North America, Inc. (“AGC”), appeals

the district court’s judgment entered pursuant to a jury verdict

awarding       MidAtlantic               International,         Inc.        (“MidAtlantic”)

$902,106.22         on    MidAtlantic’s          breach    of    contract       claim.      On

appeal,       AGC        argues     that       the      district      court      erroneously

interpreted         the     contract’s          “take-or-pay”         clause,       improperly

shifted the burden of proof on whether the goods conformed to

the contract, and denied it a fair trial.                            Finding no error, we

affirm.

              We review de novo the denial of a Fed. R. Civ. P.

50(b) motion for a judgment as a matter of law, “viewing the

evidence in the light most favorable to the prevailing party,

and will affirm the denial of such a motion unless the jury

lacked a legally sufficient evidentiary basis for its verdict.”

Gregg   v.     Ham,       678     F.3d    333,    341    (4th    Cir.       2012)   (citation

omitted).            In     light        of     the     district      court’s        diversity

jurisdiction and the contract provisions, Tennessee substantive

law governs this dispute.                     Erie R.R. Co. v. Tompkins, 304 U.S.

64, 78-80 (1938).

              In construing the terms of a contract, the reviewing

court   must    “ascertain          and       give    effect    to    the    intent    of   the

parties.”      Dick Broad. Co. of Tenn. v. Oak Ridge FM, 395 S.W.3d

653,    659    (Tenn.           2013)     (internal       quotation      marks       omitted).

                                                 2
First, the court “determine[s] the parties’ intent by examining

the plain and ordinary meaning of the written words that are

contained      within      the     four   corners      of    the    contract.”            Id.

(internal      quotation         marks    omitted).          If    the      language       is

unambiguous, it is “interpreted according to its plain terms and

ordinary meaning.”            BSG v. Check Velocity, 395 S.W.3d 90, 93

(Tenn. 2012).           “Contractual language is ambiguous only when it

is of uncertain meaning and may fairly be understood in more

ways than one.”           Allstate Ins. Co. v. Watson, 195 S.W.3d 609,

611 (Tenn. 2006) (internal quotation marks omitted).                               Language

is not ambiguous, however, “merely because the parties differ as

to their interpretation of the language.”                         BSG, 395 S.W.3d at

93.

              We    conclude       that   the   “take-or-pay”           clause     here    is

ambiguous,         as   the   language     lends    itself        to    two   reasonable

interpretations of when AGC purchased the dolomite at issue.

Because the contract language is ambiguous, this Court may look

to    parol   evidence        to   determine     the    intent         of   the    parties.

Allstate Ins. Co., 195 S.W.3d at 612.                       Parol evidence includes

the circumstances in which the contract was made; the parties’

conduct and statements related to the disputed provision; and

“the parties’ actions in carrying out the contract.”                              Hughes v.

New Life Dev. Corp., 387 S.W.3d 453, 465 (Tenn. 2012); Allstate

Ins. Co., 195 S.W.3d at 612.                    From the evidence here, it is

                                            3
clear that the parties understood and intended the clause to

apply when AGC ordered a shipload of dolomite.                           AGC’s employees

manifested an understanding that the clause was triggered when a

shipload     of     dolomite        was    ordered     and        the   context    of   the

negotiations        indicates        this     was     the       understanding      of   the

parties.          Therefore,    we        conclude    that      the     district   court’s

interpretation of the contract was correct.

             Next, AGC asserts that the district court abused its

discretion when it refused to instruct the jury that MidAtlantic

was required to prove the contract was enforceable at the time

AGC stopped buying dolomite.                   This argument simply challenges

the district court’s interpretation of the contract.                            The court

instructed the jury that MidAtlantic was required to prove that

AGC called for or authorized the shipment of dolomite in 2011,

when   the    contract    was       enforceable.           We     therefore   discern    no

abuse of discretion when the court did not specifically instruct

the jury that MidAtlantic was required to prove the contract was

enforceable at the time AGC stopped buying dolomite.

             AGC also challenges the district court’s instruction

shifting     the    burden     of    proving        that    the    dolomite    failed    to

conform      to    the   contract’s          specifications.             In   determining

whether the district court erred in instructing the jury, we

review the trial court’s jury instructions as a whole and in the

context of the entire charge.                  Rowland v. Am. Gen. Fin., Inc.,

                                              4
340    F.3d     187,    191    (4th     Cir.     2003).      “Instructions        will    be

considered adequate if construed as a whole, and in light of the

whole record, they adequately inform the jury of the controlling

legal principles without misleading or confusing the jury to the

prejudice       of     the    objecting    party.”         Id.   (internal       quotation

marks and alterations omitted).                     Where a party objects to an

instruction actually given or the trial court’s failure to give

a     requested      instruction,         this     Court    reviews      for     abuse    of

discretion.            King   v.   McMillan,       594    F.3d   301,    311    (4th     Cir.

2010).         Tennessee law places the burden on the buyer to prove

“any breach with respect to the goods accepted.”                                Tenn. Code

Ann. § 47-2-607(4) (West 2014).

                We conclude the burden was properly placed on AGC.

The contract indicated that AGC breached the take-or-pay clause

if it ordered a shipment of dolomite and stopped buying that

dolomite for whatever reason.                      The court therefore instructed

the    jury      that    MidAtlantic       was      required     to     prove    that    AGC

breached the contract by ordering a shipload of dolomite and

failing to pay for it for whatever reason.                        The district court

then shifted the burden to AGC to prove that it had an excuse

for its nonperformance, i.e., that the goods were nonconforming.

                Finally, AGC asserts that the district court deprived

it    of   a    fair    trial      by   interrupting       its   examination       of    key

witnesses, asking improper leading questions designed to elicit

                                               5
information favorable to MidAtlantic, and expressing hostility

towards      AGC’s   counsel.       Generally,     “[q]uestions        of    trial

management     are   quintessentially      the   province   of   the    district

courts.”      United States v. Smith, 452 F.3d 323, 332 (4th Cir.

2006).       The district court has two responsibilities in trial

oversight — ensuring that “matters are clearly presented to the

jury” and preventing “trials from becoming protracted and costly

affairs.”      Id.   The court “must exercise reasonable control over

the interrogation of witnesses and the presentation of evidence

in   order    to   ensure   the   effective   determination      of    the   truth

[and] to avoid needless waste of time in the presentation of a

case.”     United States v. Castner, 50 F.3d 1267, 1272 (4th Cir.

1995) (internal quotation marks omitted).             We grant a new trial

only “if the resulting prejudice was so great that it denied

. . . the appellants a fair, as distinguished from a perfect,

trial.”      United States v. Villarini, 238 F.3d 530, 536 (4th Cir.

2001) (internal quotation marks omitted).            We review whether the

district court’s conduct deprived a party of a fair trial for

abuse of discretion.        Castner, 50 F.3d at 1272.

             We find no conduct here that deprived AGC of a fair

trial.       The court was actively engaged in the trial, asking

questions of witnesses in an attempt to clarify their testimony

or condense it to the relevant information.             Although the court

expressed frustration with AGC’s counsel on several occasions,

                                       6
“expressions of impatience, dissatisfaction, annoyance, and even

anger, that are within the bounds of what imperfect men and

women,   even      after        having      been    confirmed    as     federal       judges,

sometimes     display,”          do      not    establish       bias     or     partiality.

Liteky v. United States, 510 U.S. 540, 555-56 (1994).                             Moreover,

we   note    the    court        also       expressed    similar       frustration       with

counsel for MidAtlantic.

            While the court held AGC’s counsel in contempt in the

presence    of     the    jury,       the    court    quickly    acted     to    limit   any

prejudice.       The court informed the jurors that its admonition of

counsel was not an indication of its support for either side and

explained why it held counsel in contempt.                         The court further

remedied any prejudice from its remarks by explaining several

times that its remarks and rebukes were not an indication of its

support for either side.

             Accordingly, we affirm the district court’s judgment.

We deny AGC’s motion to for leave to file an addendum.                                    We

dispense     with        oral     argument         because   the       facts    and    legal

contentions are adequately presented in the material before this

court and argument will not aid the decisional process.

                                                                                   AFFIRMED




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