                               UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                               No. 15-2455


BRAVE MARITIME CORPORATION, INC.,

                Plaintiff - Appellant,

          v.

GLOBAL MARKETING SYSTEMS, INC.,

                Defendant - Appellee.



Appeal from the United States District Court for the District of
Maryland, at Baltimore.     J. Frederick Motz, Senior District
Judge. (1:15-cv-01501-JFM)


Submitted:   August 19, 2016             Decided:   September 27, 2016


Before SHEDD and WYNN, Circuit Judges, and DAVIS, Senior Circuit
Judge.


Affirmed by unpublished per curiam opinion.


George A. Gaitas, CHALOS & CO, P.C., Houston, Texas; George M.
Chalos, CHALOS & CO, P.C., Oyster Bay, New York, for Appellant.
Thomas M. Buchanan, Constantine G. Papavizas, John W.H. Harding,
WINSTON & STRAWN LLP, Washington, D.C., for Appellee.


Unpublished opinions are not binding precedent in this circuit.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

      Brave    Maritime     Corporation,       Incorporated         (Brave)       appeals

the district court’s order granting Global Marketing Systems,

Incorporated (GMS)’s Fed. R. Civ. P. 12(b)(6) motion to dismiss

its civil action for breach of contract.                 We affirm.

      We review a district court’s dismissal under Rule 12(b)(6)

de    novo,    “assuming     all    well-pleaded,         nonconclusory           factual

allegations in the complaint to be true.”                         Burnette v. Fahey,

687   F.3d    171,    180   (4th   Cir.    2012)      (internal      quotation       marks

omitted).      “To survive a Rule 12(b)(6) motion, a complaint must

allege facts sufficient to raise a right to relief above the

speculative level, thereby nudging the claims across the line

from conceivable to plausible.”                Id. (internal quotation marks

and   alterations       omitted).         “[A]lthough        we    must     accept     the

truthfulness of all factual allegations” in the complaint, “we

need not assume the veracity of bare legal conclusions.”                               Id.

(internal     quotation     marks   omitted).           Rather,      we    will    accept

conclusions     the    plaintiff    draws      from    the    facts       “only   to   the

extent they are plausible based on the factual allegations.”

Id.

      A Rule 12(b)(6) motion to dismiss “tests the sufficiency of

a complaint,” and our “evaluation is thus generally limited to a

review of the allegations in the complaint itself.”                           Goines v.

Valley Cmty. Servs. Bd., 822 F.3d 159, 165-66 (4th Cir. 2016)

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(internal quotation marks omitted).                     However, we also consider

documents      explicitly         incorporated          into     the     complaint        by

reference and attached as exhibits.                    Id. at 166.       “In the event

of conflict between the bare allegations of the complaint and

any exhibit attached to the complaint, the exhibit prevails.”

S. Walk at Broadlands Homeowner’s Ass’n, Inc. v. OpenBand at

Broadlands, LLC, 713 F.3d 175, 182 (4th Cir. 2013) (internal

quotation marks, alterations, and ellipsis omitted).                              Further,

we may affirm the district court’s ruling on any ground apparent

in    the   record.        United    States      ex    rel.    Drakeford     v.    Tuomey,

792 F.3d 364, 375 (4th Cir. 2015).                    We conclude after review of

the record and the parties’ briefs that the district court did

not reversibly err in dismissing Brave’s complaint for failure

to state a claim for breach of contract.

       Brave’s action sought damages against GMS for breach of a

document bearing the title “Final Recap” that Brave alleged was

a contract of the parties.                 The district court determined that

the parties did not intend for the Final Recap to be binding and

that    the    document      thus     did     not      constitute       an   enforceable

contract under Maryland law.                 The district court rested these

determinations        on    the     following         factors:         the   first      full

sentence of the Final Recap, which stated that the document was

“to    serve   as   an     outline    of    the     mutual     understanding       of    the

current structure” of an initial public offering transaction;

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provisions in the document defining “GMS” to mean unidentified

“nominees” and “co-investors”; the summary nature of the terms

in the document’s five-page, eight-paragraph structure; and the

existence in the document of certain open terms.

     On appeal, Brave argues that the district court erred by

failing    to    decide     whether        the      Final       Recap   was    or    was    not

ambiguous and erred in dismissing the complaint without deciding

that the Final Recap was unambiguous as to the parties’ intent

to be bound.       We reject this argument as meritless.                        The court’s

conclusion about the parties’ intent to be bound is based on an

assessment of the language and structure of the Final Recap.                                It

is clear that the court implicitly rejected the conclusion that

the Final Recap was ambiguous as to the parties’ intent to be

bound.     The court’s failure to explicitly state its rejection of

such a conclusion does not amount to error warranting reversal

of   its      judgment.        See       Bank       of    Lexington      &     Tr.   Co.     v.

Vining-Sparks Sec., Inc., 959 F.2d 606, 615 (6th Cir. 1992);

Brown    v.     Baltimore      &    Ohio    R.R.         Co.,    805    F.2d    1133,      1141

(4th Cir. 1986).

     Brave also challenges the district court’s reasoning on the

four aspects underlying its determination that the parties here

did not intend to be bound.                We reject these arguments as well.

Brave’s    challenge      to       the    district        court’s       reliance     on    the

statement in the Final Recap that the document was to serve as

                                                4
an   outline    of     the   understanding    of    the     current   transaction

structure      fails    as   unsupported     by    the    authority    it    cites,

lacking in explanation, and contrary to the rule of construction

in Maryland contract law that contracts are to be construed in

their entirety.         See Cochran v. Norkunas, 919 A.2d 700, 708-10

(Md. 2007).      Brave’s challenge to the district court’s reliance

on the Final Recap’s failure to identify parties also fails.

The district court determined that the plain language of the

Final Recap failing to identify the entity or entities other

than Brave at issue supported the conclusion that the parties

here did not intend to be bound by that document.                      On appeal,

Brave claims that the Final Recap was signed by a representative

for GMS but fails to explain the significance of this signage.

We reject as meritless Brave’s suggestion that any ambiguity in

the Final Recap as to the identity of its “promissor” needs

resolution through discovery.

      Brave’s challenge to the district court’s consideration of

the Final Recap’s length is also without merit.                       Contrary to

Brave’s suggestions, the district court did not reversibly err

in   considering       the    Final   Recap’s      length     as   part     of   its

assessment of the entirety of the document, see id. at 710-11,

and did not improperly disregard the “context” of the document

in light of a document not then in existence when the Final

Recap was signed.            See Ocean Petroleum, Co., Inc. v. Yanek,

                                        5
5 A.3d 683, 690 (Md. 2010); Cochran, 919 A.2d at 710.                  We reject

as utterly baseless any suggestion by Brave that the district

court should have considered the Final Recap’s “character” as a

binding   contract      in     determining        whether      the   contractual

prerequisite of mutual assent was present.                  Accord Falls Garden

Condo. Ass’n, Inc. v. Falls Homeowners Ass’n, Inc., 107 A.3d

1183, 1180-90 (Md. 2015).

      We also reject Brave’s challenge to the district court’s

reliance on open terms in the Final Recap because it is premised

on   documents   not   shown   to   be       integral   and   authentic    to   the

complaint, such that their consideration would be proper under

Rule 12(b)(6).    See Goines, 822 F.3d at 164.                Finally, we reject

as without merit Brave’s remaining miscellaneous arguments in

support of overturning the district court’s judgment.

      We therefore affirm that judgment.                We dispense with oral

argument because the facts and legal contentions are adequately

presented in the materials before this court and argument would

not aid the decisional process.

                                                                          AFFIRMED




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