                            UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 11-1217


JAGUAR LAND ROVER NORTH AMERICA, LLC,

                Plaintiff - Appellee,

           v.

MANHATTAN IMPORTED CARS, INCORPORATED,

                Defendant - Appellant.



Appeal from the United States District Court for the District of
Maryland, at Greenbelt.    Deborah K. Chasanow, Chief District
Judge. (8:08-cv-01599-DKC)


Argued:   March 21, 2012                  Decided:   April 23, 2012


Before DUNCAN, KEENAN, and DIAZ, Circuit Judges.


Affirmed by unpublished opinion.        Judge Keenan     wrote   the
opinion, in which Judge Duncan and Judge Diaz joined.


ARGUED: Brad D. Weiss, CHARAPP & WEISS, LLP, McLean, Virginia,
for Appellant. John Joseph Sullivan, HOGAN LOVELLS US LLP, New
York, New York, for Appellee.       ON BRIEF: Emily D. Barnes,
CHARAPP & WEISS, LLP, McLean, Virginia, for Appellant. Allison
Caplis, HOGAN LOVELLS US LLP, Baltimore, Maryland, for Appellee.


Unpublished opinions are not binding precedent in this circuit.
BARBARA MILANO KEENAN, Circuit Judge:

     In this contract dispute, we consider whether the district

court     erred      in    entering      summary    judgment       in    favor    of    an

automobile distributor and franchisor, Jaguar Land Rover North

America,       LLC   (JLR),       against   one     of    its   franchisees.           The

district court determined, among other things, that JLR properly

suspended certain incentive payments to Manhattan Imported Cars,

Inc. (Manhattan), a Jaguar and Land Rover franchisee, under the

terms of the parties’ agreements.

     On appeal, Manhattan contends that the district court erred

in holding that two contracts, signed by the parties two weeks

before their execution of a third contract, were enforceable

despite    a    general       integration       clause    in    the     third    contract

purporting      to    cancel      and   supersede    any    agreements      previously

executed between the parties.                Manhattan also asserts that the

district    court         erred   in    holding    that    JLR’s      actions    did   not

violate certain Maryland statutes requiring distributors to act

in “good faith,” and prohibiting them from requiring an existing

dealer to remove another existing franchise from the dealer’s

facilities.          Upon our review of these issues, we affirm the

district court’s judgment.




                                            2
                                               I.

      In   2005,     Manhattan          owned       a    Lincoln    Mercury       automobile

dealership     and       a    Jaguar     automobile           dealership.             Manhattan

operated those dealerships in a single facility in Rockville,

Maryland     (the        Rockville           facility),          pursuant        to    various

agreements that included a Jaguar Dealer agreement and a Jaguar

Performance    agreement.               In    the        original     Jaguar     Performance

agreement between the parties, Jaguar Cars, the distributor of

Jaguar     vehicles,          set       forth           improvement       and     renovation

requirements       for       the    Rockville           facility,     and    consented      to

Manhattan’s operation of a “dual” dealership selling both Jaguar

and Lincoln Mercury vehicles.

      In 2006, Manhattan had negotiated to acquire a Land Rover

franchise from another dealer.                      Because Manhattan intended to

operate the Land Rover dealership at its Rockville facility,

Manhattan needed to obtain approval from Jaguar Cars for this

proposed expansion.            Also, in order to begin selling vehicles as

a   Land   Rover     dealer,        Manhattan           was   required      to   obtain    the

approval of Land Rover North America, Inc. (Land Rover N.A.),

the distributor of Land Rover vehicles.                             At that time, Ford

Motor Company owned both Jaguar Cars and Land Rover N.A., and

common personnel (the franchise personnel) handled the franchise

operations for both brands.                   On April 21, 2006, the franchise

personnel     submitted            to   Manhattan          via    email     an    “agreement

                                                3
package,” which contained three separate agreements: the Land

Rover Letter of Intent (the letter of intent), the Amendment to

the   Jaguar       Performance            Agreement      (the    performance          agreement),

and     the    Land          Rover     Dealer       Agreement          (Land       Rover     dealer

agreement).             On May 3, 2006, Manhattan signed both the letter

of intent, which contained Land Rover N.A.’s approval of the

anticipated         transfer         of     the   Land        Rover    dealership,         and    the

performance agreement, which contained Jaguar Cars’ approval to

add the Land Rover dealership to the Rockville facility.                                         Both

documents      addressed         necessary         improvements         and     renovations       to

the Rockville facility.

      On May 16, 2006, after completing its purchase of the Land

Rover     franchise,            Manhattan         signed        the     Land       Rover     dealer

agreement,         in    which       Land    Rover      N.A.     authorized        Manhattan      to

operate the new Land Rover dealership.                                The Land Rover dealer

agreement included a general integration clause, stating that

the document “contains the entire agreement” between the parties

and     “cancels,            supersedes       and       annuls        any     prior    contract,

agreement or understanding” between the parties.

      After executing the Land Rover dealer agreement, Manhattan

was   entitled          to    participate         in    the     Business       Builder     Program

operated      by    Land       Rover       N.A.        That    program       was   substantially

similar       to   Jaguar        Cars’      Business          Builder       Program,    in   which

Manhattan      already         was     a    participant.              Under    these       Business

                                                   4
Builder Programs, dealers are awarded a certain percentage of

the     Manufacturer’s     Suggested      Retail     Price     (MSRP    incentive

payments) for each Jaguar or Land Rover vehicle sold, provided

that the dealer has made certain scheduled improvements to its

dealership facility.

       At issue in this case is Manhattan’s entitlement to certain

MSRP incentive payments.            The facility-related improvements, to

which    the   MSRP     incentive    payments      are   tied,   typically     are

detailed in a letter of intent or a performance agreement, and

contain a timeline of “project milestones” for the achievement

of an approved facility plan.                These approved facility plans

typically include a final “open for business” deadline.

       Under the rules of the Business Builder Programs, when a

dealer fails to meet any given project milestone by more than 90

days, and the final “open for business” milestone is unlikely to

be    achieved,   the    project    is   classified      as   being    “at   risk.”

Pursuant to those rules, once a project is categorized as being

“at risk,” that designation “trigger[s] an immediate suspension”

of MSRP incentive payments.

       In the present case, the facility plans required by the

Business Builder Programs were included in the letter of intent

and the performance agreement.               In those documents, Manhattan

agreed that after purchasing the Land Rover franchise, Manhattan

would make certain renovations to the Rockville facility.                       To

                                         5
assist in achieving this goal, the letter of intent and the

performance        agreement      included      a    set    of    common        project

milestones, with a final deadline of January 1, 2008, by which

Manhattan     was    obligated       to   be    “open      for   business”        as    a

“Jaguar/Land Rover Centre.”

       Both the letter of intent and the performance agreement

also   contained      a   paragraph       entitled    “Relocation        of     Lincoln

Mercury,”     in    which   Manhattan       agreed    to     remove      its    Lincoln

Mercury operations from the Rockville facility by either January

1, 2008, or, at the latest, by July 1, 2008, depending on the

strength of Land Rover sales.                  This provision further stated

that Manhattan understood that Land Rover N.A. and Jaguar Cars

       would not have entered into this Agreement, but for
       [Manhattan’s] commitment to relocate [the] Lincoln
       Mercury operations out of the [Rockville] facility.
       If [Manhattan] fail[s] to relocate [its] Lincoln
       Mercury operations . . . under the terms of this
       agreement, [Manhattan] further understand[s] that any
       such failure may result in [Manhattan’s] immediate
       ineligibility to receive payments under the Business
       Builder incentive program . . . .

       Ford sold the Land Rover and Jaguar brands in 2008.                             In

connection     with       that     transaction,       Land       Rover     N.A.        was

reorganized and became JLR, the appellee in this case.                         JLR also

acquired Jaguar Cars.            Following these changes, JLR entered into

superseding agreements with Manhattan that incorporated the same

terms and conditions of the earlier agreements between Manhattan




                                           6
and Jaguar      Cars.           The       agreements    between        Manhattan         and   Land

Rover N.A. remained in effect.

       By the time JLR became the distributor for Land Rover and

Jaguar       vehicles,          Manhattan        had        completed         some       facility

renovations,         but    had       complied       only     with     its    first       project

milestone and had failed to meet several others.                                 The parties

attempted      on      numerous            occasions        to    negotiate          a    revised

renovation schedule but were unable to reach an agreement.

       In    April     2008,          JLR    notified       Manhattan         that       JLR     was

suspending      Manhattan’s               MSRP   incentive        payments.              Manhattan

responded by letter, threatening legal action and asserting that

any suspension of MSRP incentive payments would violate Maryland

law.

       In June 2008, JLR filed an action in the district court,

seeking a declaration that JLR was entitled to withhold from

Manhattan      the     MSRP       incentive       payments.            Manhattan         filed    a

counterclaim asserting several causes of action.                              As relevant to

this   appeal,        Manhattan           asserted     that      JLR    violated         Maryland

Transportation Code (Code) § 15-207(d) by requiring Manhattan to

relocate its Lincoln Mercury dealership, and that JLR violated

Code § 15-206.1 by failing to act in good faith.

       JLR    later        filed      a     motion    for     summary        judgment,         which

Manhattan opposed.              After considering the pleadings and other

documents      filed       by   the        parties,    the       district      court      entered

                                                 7
summary judgment in favor of JLR. *            Manhattan timely filed this

appeal.



                                       II.

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

novo.      S.C. Green Party v. S.C. State Election Comm’n, 612 F.3d

752, 755 (4th Cir. 2010).        Under Rule 56(a) of the Federal Rules

of    Civil   Procedure,    summary    judgment    is    appropriate    “if     the

movant shows that there is no genuine dispute as to any material

fact and the movant is entitled to judgment as a matter of law.”



                                       A.

       Manhattan    first   contends    that    JLR     was   not   permitted    to

suspend the MSRP incentive payments based on Manhattan’s failure

to meet the project milestones contained in the letter of intent

and    the    performance   agreement,       because    those   documents     were

nullified by the later-executed Land Rover dealer agreement and

the integration clause contained in that agreement.                    Manhattan

further asserts that because the Land Rover dealer agreement did


       *
        The district court denied JLR’s motion for summary
judgment on one of Manhattan’s counts in its counterclaim
relating to a dispute over warranty payments.       However, the
parties later reached a settlement on the warranty claim and
filed a joint motion to dismiss that claim. The district court
entered an order dismissing the warranty claim with prejudice.



                                        8
not    contain   any     facility-improvement               requirements,           JLR    lacked

any basis to suspend the MSRP incentive payments.                                   We disagree

with Manhattan’s arguments.

       Because     the      answer        to        this         question      of        contract

interpretation       is     governed       by        Maryland          law,    we       begin    by

reviewing principles relevant to our determination whether the

Land     Rover     dealer     agreement              is     an      integrated           contract

representing       the    final     and        complete          agreement         between      the

parties.    See Shoreham Developers, Inc. v. Randolph Hills, Inc.,

235 A.2d 735, 739 (Md. 1967).                  Under Maryland law, the presence

of an express integration clause does not automatically resolve

the parties’ actual intention regarding integration.                                    Courts in

Maryland    have    explained       that       even       the    use    of    an    unambiguous

phrase, such as “this contract contains the final and entire

[a]greement between the parties,” is not invariably conclusive,

and application of this type of phrase is a matter that may be

subject to further interpretation.                    Id.; see Whitney v. Halibut,

Inc., 202 A.2d 629, 634 (Md. 1964).

       Integration        clauses    are           more     likely       to        be    enforced

literally when the same parties have entered into more than one

agreement addressing the same subject.                           See Hercules Powder Co.

v. Harry T. Campbell Sons Co., 144 A. 510, 516-17 (Md. 1929).

In such a circumstance, the later-executed agreement annuls any

prior    agreements        addressing          the        same     subject         because      the

                                               9
agreements conflict and cannot be construed together.                                See id.

However,     when      separately-executed            contracts        between      the     same

parties do not have conflicting provisions and are entered into

as   part    of    a    single     transaction,         those     agreements         will     be

construed     together      even    when       they     are    executed       at    different

times and do not refer to each other.                     See Rocks v. Brosius, 217

A.2d 531, 545 (Md. 1966).

      In the present case, the terms of the Land Rover dealer

agreement did not contradict, vary, or amend any of the terms in

the letter of intent or the performance agreement.                                 The letter

of intent and the performance agreement, among other things, set

forth requirements for the improvement and renovation of the

Rockville      facility      after       the        addition     of     the    Land        Rover

dealership,       while    the     Land    Rover        dealer     agreement         did     not

address this subject.              Rather, the Land Rover dealer agreement

addressed the franchisor-franchisee relationship between JLR and

Manhattan, which permitted Manhattan to operate as a Land Rover

dealer.

      Additionally,        we    observe       that     the     three   agreements          were

submitted     to       Manhattan    as     a        “package”     in    a     single       email

transmission.          Although Manhattan executed the letter of intent

and the performance agreement two weeks before executing the

Land Rover dealer agreement, all three agreements were required

to   be     completed      before     Manhattan          was     authorized         to    begin

                                               10
operating the Land Rover dealership at the Rockville facility.

Further, Manhattan was unable to execute the Land Rover dealer

agreement until the purchase of the franchise had been completed

and the previous franchise owner had suspended its operations as

a Land Rover dealer.   Thus, although the three agreements were

executed during the course of a two-week period, the parties

treated the agreements as being part of a single transaction.

     This conclusion is reinforced by Manhattan’s conduct, which

demonstrated that Manhattan intended that the letter of intent,

the performance agreement, and Land Rover dealer agreement be

construed and enforced together.    The record establishes that

despite the general integration clause in the Land Rover dealer

agreement, Manhattan completed the work necessary to meet its

first project milestone and attempted to negotiate an amended

schedule for the remaining milestones contained in the letter of

intent and the performance agreement.    These actions show that

Manhattan considered itself bound by the terms of the letter of

intent and the performance agreement.

     Based on the content of the three agreements at issue and

on Manhattan’s conduct, we conclude that the integration clause

in the Land Rover dealer agreement did not cancel or supersede

the letter of intent or the performance agreement.   Accordingly,

we hold that the district court did not err in concluding that

Manhattan’s failure to comply with the Business Builder Program

                               11
terms   permitted     JLR    to      suspend    Manhattan’s       MSRP    incentive

payments, because the parties intended that all three documents

remain in effect and be construed and enforced together.



                                        B.

     Manhattan    next      argues    that     the   district    court    erred   in

awarding summary judgment to JLR on Manhattan’s counterclaim.

According to Manhattan, the record shows that JLR violated two

Code provisions, Section 15-207 and Section 15-206.1.

     With    regard   to    Code     § 15-207,       Manhattan   focuses    on    the

statutory terms “require” and “coerce.”                Manhattan contends that

the terms of the letter of intent and the performance agreement

unlawfully   “required”      or    “coerced”     Manhattan       to   relocate    the

Lincoln Mercury dealership and to alter the Rockville facility

in a manner that imposed a “substantial financial hardship.”

     We examine this statutory language in its relevant context.

Under Maryland law, we review the plain language of the statute,

giving the words their natural and ordinary meaning.                     Breslin v.

Powell, 26 A.3d 878, 891 (Md. 2011).                   Pursuant to Code § 15-

207(d), a distributor

     may not require or coerce a dealer, by franchise
     agreement or otherwise, or as a condition to the
     renewal or continuation of a franchise agreement, to:

     (1) Exclude from the use of the dealer’s facilities a
     dealership for which the dealer has a franchise
     agreement to utilize the facilities; or

                                        12
        (2) Materially change the dealer’s facilities or
        method of conducting business if the change would
        impose a substantial hardship on the business of the
        dealer.

Md. Code, Transp. § 15-207(d).

        This    statute          defines     the        term    “require”       as       meaning       a

distributor’s imposition “upon a dealer a provision not required

by   law   or       previously         agreed      to    by     a   dealer     in    a    franchise

agreement.”               Md.     Code,     Transp.          § 15-207(a)(3).              The       term

“coerce” is defined in the statute as meaning “to compel or

attempt to compel by threat of harm, breach of contract, or

other      adverse         consequences.”                 Md.       Code,     Transp.          §     15-

207(a)(2)(i).             Also, under the Code, a “dealer” is defined as a

“person        in    the        business    of     buying,          selling     or       exchanging

vehicles.”          Md. Code, Transp. § 11-111.

      Under         the    plain       language         of     Code    § 15-207(d),            as    the

relevant terms are defined in the Code, a distributor may not

“require” an existing dealer to accept additional or amended

terms to a franchise agreement requiring the dealer to remove

from its facilities another distributor’s vehicles, a practice

commonly known as “de-dualing.”                         This statute also prohibits a

distributor         from        requiring     an      existing        dealer    to       alter       the

dealer’s       facilities         in    a   manner       that       would   cause        the    dealer

substantial financial harm.                  A distributor also may not “coerce”

an existing dealer to agree to terms compelling de-dualing or


                                                 13
alteration of the dealer’s facilities in a manner that would

cause the dealer substantial harm.

       We find no merit in Manhattan’s argument that JLR violated

these     statutory          provisions,         because           the    provisions           were

inapplicable to the parties’ relationship at the time the three

agreements were executed.                  As the statutory definitions of the

terms    “require”        and    “coerce”     plainly         illustrate,            the    conduct

prohibited      by     Code     § 15-207(d)        presupposes           that    there       is    an

existing franchise agreement between a distributor and dealer

when     the    prohibited          conduct      occurs       affecting          a    particular

franchise.       Here, however, Manhattan was not yet a Land Rover

dealer    when       it   agreed     in    the     letter      of    intent          to    relocate

Manhattan’s      Lincoln         Mercury      dealership           and    to     renovate         the

Rockville       facility        as    part       of    the     parties’          comprehensive

agreement       to     authorize      Manhattan         as     a     Land       Rover       dealer.

Therefore,      neither       JLR    nor    Land      Rover    N.A.       had    the       existing

contractual relationship with Manhattan required by the statute

to     render        those      distributors          liable        for     “requiring”            or

“coercing” de-dualing, within the meaning of Code § 15-207(d).

        Our analysis is not altered by the fact that at the time

Manhattan entered into the performance agreement, Manhattan had

an existing franchise relationship with Jaguar Cars.                                      The terms

in the performance agreement relating to removal of the Lincoln

Mercury dealership and to renovation of the Rockville facility

                                              14
did not address the existing dealership relationship Manhattan

had with Jaguar Cars, but dealt with the different subject of

Manhattan’s anticipated addition of a Land Rover dealership to

its Rockville facility.      Neither JLR nor Jaguar Cars required or

compelled Manhattan to accept the contractual provisions of de-

dualing and renovation, which were not imposed on Manhattan as

an existing dealer but were bargained-for terms of the parties’

agreement    authorizing    Manhattan    to     operate    as    a   Land   Rover

dealer.     Thus, Manhattan’s obligation to comply with duties that

it freely assumed by contract cannot constitute “requirement” or

“coercion” within the meaning of the statute.                   Accordingly, we

hold that the district court correctly concluded that the terms

in the letter of intent and the performance agreement did not

violate Code § 15-207(d).

     Manhattan contends, nevertheless, that JLR violated Code §

15-206.1, by not acting in good faith when JLR required removal

of the Lincoln Mercury dealership from the Rockville facility

and suspended the MSRP incentive payments.                  We conclude that

this argument is not supported in the record.

     Under Code § 15-206.1(b), a distributor must act in good

faith in carrying out the provisions of a franchise agreement

and in any conduct governed by the Code.               The statute defines

“good     faith”   as   “honesty   in    fact    and      the    observance   of



                                    15
reasonable commercial standards of fair dealing in the trade.”

Md. Code, Transp. § 15-206.1(a).

     The     plain      language        of    the     letter         of    intent     and    the

performance        agreement        established             Manhattan’s            contractual

obligation to remove the Lincoln Mercury dealership from the

Rockville     facility        at   least       by    July       1,    2008,    irrespective

whether    the    Land    Rover     dealership            had    attained      a     level    of

profitability.           Further,            the     letter      of       intent      and    the

performance agreement explicitly stated that execution of those

agreements was conditioned on Manhattan’s agreement to relocate

the Lincoln Mercury dealership, and that any failure to do so

could    result    in    suspension          of     the   MSRP       incentive       payments.

Therefore, JLR did not violate Code § 15-206.1 merely by seeking

to enforce the bargained-for terms of the letter of intent and

the performance agreement.



                                              III.

     In conclusion, we hold that the district court correctly

determined       that   the    challenged           provisions        in    the     letter   of

intent and the performance agreement are enforceable.                               Under the

rules of the Business Builder Programs, Manhattan’s failure to

comply    with    the    terms     in    those       agreements           permitted    JLR   to

suspend the MSRP incentive payments.                      Additionally, the district

court correctly concluded that JLR did not violate the Maryland

                                               16
statutes at issue by enforcing JLR’s agreements with Manhattan.

Accordingly, we affirm the district court’s award of summary

judgment in favor of JLR.

                                                       AFFIRMED




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