of the judges of the united states court of appeals for the fourth circuit and correctly dismissing all about greece claims given the number of issues in this case we've briefed them all and i'm happy to answer any questions that you have on any of them but i'm going to focus on a few specific issues here today  short for all issues we would respectfully submit that the district court misconstrued fundamental precepts of virginia law and resolve the number of factual questions that simply cannot be resolved on summary judgment at pretty much every issue we believe that there are fact disputes claims based on the holding that all three cannot prove a business expectancy in those claims because all three was a man unable to prove an entitlement to thirty seven task force in question and that all three was qute it from bringing those who are claims due to the presence of a sub contract that did not guarantee all three any work the second question would be even if the sub contract did have some impact on the parties which are three summits that it's not whether all three was nevertheless the proper party in this case because it was a able to tortuously interfere of its own contract it could certainly enter into a conspiracy with a third party to do so so the name i'm sorry so it seems to me that there is a distinction between these two aspects of your case the warrant being the business conspiracy and the other being torturous interference claims so and you've got to get in order to prevail on your tortious interference you've got it convinced that  held liable for torturously interfering with some contract as long as it unites with a third party in doing so so every party to the contract but i'm sorry i just sort of that mean that the the the substantive tortious interference claim stand on your own or you simply get to proceed on the conspiracy when it does mean that the substantive tortious interference claim stand on their own and the reason is because a conspiracy is not independent but i think the case was clear that a conspiracy is just a means of imposing vicarious liability on multiple parties for the underlying tort so you know that the conspiracy statute i'm sorry the conspiracy claims about yes as a north carolina where i know that's clearly the case in north carolina cases say as much but there's a case in so you're on the case actually pulls together a number of the worries and so what how is here it actually goes through and says a number of times the virginia common law claim of civil conspiracy generally requires proof that the underlying tort was committed conspiracy allegations do not set forth an independent cause of action instead such allegations are sustainable only after an underlying tort has been committed since liability for civil conspiracy depends on the performance of some underlying tortious act the conspiracy is not independently actionable rather it is a means of establishing vicarious liability for the underlying tour ok you've also got a statutory conspiracy claim is that any different that is not any different you're honored this case dunlap actually dealt with the   you're on i would say that there is in fact authority to support it and that goes back to the ratcliffe case in one nine hundred fifty for the last hundred years which said that in any situation where someone joins with another party to do those acts he is held liable for his acts of what there aren't wise yes rather so i want to make the point then the very clearly so that because actually when we pled this complaint we recognized that this was an uncertain area of law so what we did is in counts one through thirty four we standalone claim so do you have any other authority why it's a standalone claim because i don't think dunlop makes that i do your honor so respectfully the the point from dunlap is that a conspiracy requires an underlying tort to establish liability case where an employee susan employer so there is a contract in between the two an employment contract and the two alleging that the employee for specifically for tortious interference with a business or whatever tortious interference alleging that the employer engaged with an independent third party to rig an examination against her so that she would fail it thereby giving the employer an excuse to breach the contract and the virginia supreme court case held in that case that because the employer united with an independent third party that that case was allowed to proceed and that was specifically tortious interference well the complaint is called tortious interference but the court was discussing conspiracy was and well i think i think that goes back to the point you honor which is that is look the underlying tort is sufficient as long as someone unites i mean in other cases the bt case which is an eastern district of virginia can granted but i mean that case was again within the conspiracy context but what it said is before you can get to a conspiracy you have to find an underlying tort and so we need to the first step we need to do is to look at the underlying tort and see whether that tort tortious interference is met so ultimately i guess harbor you characterize this you're going to have to prove that underlying tort exactly conspiracy exactly and that also goes to our special imitations point because the district court we believe correctly held that each of the thirty seven task orders in this case accrued at the moment where that business expectancy in that task order was terminated which is the moment that circle are awarded that task order to jackson over all three but then when the court did was for the conspiracy claims held that those all accrued earlier and we respectfully submitted what what the court didn't think about in that case was that again there needs to be an underlying underlying tort proven before conspiracy claim can be actionable so by necessity those conspiracy claims could not become actionable until the underlying tort tortious interference was created so they had to be has to be be proved in order to advance the conspiracy claim but that doesn't mean that serco could be have liable for the tortious interference does it necessarily i believe it seems to me you're suggesting that because you have to esta and so i think that case make sure point because in that case there was both a business conspiracy but i think the region supreme court was very specific the tortious interference claims against all parties were also tried and so that's a case where they ended up finding that there was no business conspiracy but only after two sixty seven of the court's decision a jury could have found from the evidence that welled up in halifax conspired to destroy again it wasn't yes sure but but so that was my point because in that case the question was whether they conspired but the counts that were brought forward the counts that were tried to the jury were specifically tortious interference conspiracy to but specifically thorsten appearance so the virginia supreme court had no problem letting the underlying tortious interference counts go to the jury because there was a conspiracy think the case law there is is clear that you can as long as you unite with a third party in doing so so i mean that's the elliott case that's the bell south and halifax cases i mean the bell south case i think is really right on point to get a bell so the tortious interference claim was only against a third party it was not rob and against the other party to the contract so respect not not your honor respectfully i would disagree it was brought against the party so in that case you had three parties at  please do because c b s sued two parties one of whom was the contracted minister he hired a man to the man who actually rigged the bidding was a guy named waldrop and waldrop worked for the contract administrator and so because he was an employee they sued the contracting minister so they both as long as they actually conspire together it doesn't matter who the defendant is so in the elliott case they sued the employer which was the part of the contract in the c b s case especially in how tax was and how facts two different cases were consolidated appellants council judge we believe correctly entered summary judgment against all three in this matter for either of reasons any of which are substantial rise to affirm his decision but he looking at the cause of action picking up the questions that the court that parties to have a contract or a business expectancy may not be liable for interference with tortious interference that contract party outside the contractual relationship that's correct the client only lies only against parties outside the contractual dunlap a commercial business systems versus halifax there's a substantial difference between that and this fact pattern in those cases there were at least three parties to the clients and so what you had to support the conspiracy  is an underlined independently actionable torque so in those cases the plaintiff sued the third party interfere or under whatever via the climate or french with contract i think this rock contract cases and then on top of it a conspiracy claim could be stacked here counts one of thirty four don't exist as a matter of law and so count sixty nine seventy can't be supported the conspiracy claims the same analysis applies will come starting five to sixty eight which is aiding and abetting act independently imposes liability upon the primary wrongdoer you have to be able to stablish liability against the primary wrongdoer in this case the erratically it would be jackson on a tortious interference with a contract like that saying hold it was repeated in block where the court entered summary judgment and found that the conspiracy plan although the allegations in the complaint if true would constitute conspiracy between that the defendant to interfere with the expectancy so the aiding and abetting which does not exist is a claim built on top of the root claim built on top of an allegation of jackson interfere so well they're arguing that  traditional and under the francis hospitality case and the thirty years of cases prior to that no toward exist for allegedly interfering with that expectancy and so we ask you about the expectancy it of one concern i had with expectancy independent of the so contracts terms which no question warranted against any growth of business out of the task order and i know that every task order had the same disclaimer they can't there had dealing between the arms and the fact that now really does appear to didn't exist until years after the claims a locally approved l three eighty i was not formed to washington for him till november two thousand allowed the complaint and the record shows that l three contends that this conspiracy ensued in two thousand and seven and it into two thousand and nine and ten and so they have been the notion when you look at the complaint and the allegations and the plan is that they have a business expected say based on their their long history as the incumbent standing or it's that it's expectancy by virtue of a what's called a contribution agreement which is in the record the contribution agreement purports to a sign from health research assistant who is the contract you are you tell three a g i all the right title and interest in the business that's what it says that agreement by its terms is governed by new york wall new york law is clear that assignments of torques are not cannot be assigned by a general assignment it's got to there's got to be something within the four corners of the document that evidences an intent to convey those tort claims them and we've cited the two cases on this issue by gaurav a and the optimal bank decision and there's nothing about that contribution agreement that references correct that's correct and what the end here what you have is a reference contribution assignment assigned rights tatton interest legal in equitable and to all of the assets and assets are defined by reference to the implied technologies to do so why wouldn't why wouldn't it be brought in through that reference in the contribution because i think that interpretation would swallow swallow the role of the bank and rob a case of down a fight it's said that while a general assignment of assets is inadequate in that particular assignment document that was a reference to the specific transaction at issue when you look at the contribution primarily service suckers that aren't that perhaps incorrectly no i don't know i don't know that there's a citation the record to that and i'm not sure that's the case if i was just trying to understand on these facts why  the twelve year long and then remanded back to the district court for a decision only the twelve the sex or summary judgment whether whether these parties had an expectation all of these documents and the contract was with al three services a that was the two thousand force of contract and when you look at the record there's no question that throughout this record the allegation is that l three and they used the term collectively but that their expectation should change from the s exist and of course a dealing argument that is asserted in the papers is that beginning in two thousand and twelve target market so if the first started by a result there was an assignment of the torques the alternative argument is that there was an assignment by operation of law and about that the other they relied on the federal anti assignment act which doesn't apply because one is not a federal contract and two it only deals with partial saima towards but i do think that decision this is the very communications case against the government is very instructive because when we look at it it discusses an assignment of claims and in that document it's the opinion there's a section that talks about a general sonnet of assets in the same way you see in the contribution agreement there is a separate and independent paragraph in recognized is that that's not played anywhere in the complaint of the first a minute complaining there's not a single allegation in there that says l three developed its own independent relationship beginning in two thousand and twelve sak in the documents on which they rely don't support that there's a collection of a handful of documents and i've brought those but they're in the record and the argument is that his name appears on those when you look at the documents that relate to are a piece actually say in the subject line l three tigers to what extent does our analysis of this case depend on the fact that this is a government contract and whether you can have a and objective business expectancy in a contract that is i mentioned at the outset i think the causes of action do not exist for one of the sixty eight and as a result sixty nine seventy cannot apply that one brown statue imitation is another improper party is a third of the other ground that you are on francis is one the judge  your business expectancy in a government contract i don't know it i mean i would never say never in a hypothetical like that i would say not under the record that's before the court and that's the challenge i think that what is the rationale then behind your answer you saying because contracts and we can order them even if they're in our best interest but i think that the other the broader point for us on that issue is that there can't be any expectation outside of these documents because there's no record evidence to argue is that to the district court without any citation that evidence that our expectation had nothing to a sub contract or the language of the passport or we are the it just because we are the preeminent provider of this service and we should be able to  i think i've exhausted my time thank you very much thank you very much work there maybe work you know so yes your honor can you have all these cases you're citing are not government contracts are they i mean is this is is this something that changes you know the lens that we've got a look at this problem through your honor and i don't know the answer to it so you tell me yes your honor i've a couple different answers the first and most important is obviously yes there can be a business expectancy for the first reason is because what the top of what the top what contract sets even assuming some contract applies so a contract says there is no guarantee of work there's no entitlement to work but the standard for business expectancy claims whether there's a reasonable probability of work and they say what do you have in this case as an objective evidence of expectancy you've told us subjective we've gotten them all in the past so we we think we should get them in the future but where is the objective evidence expectancy here it was forty two out of sixty four contracts awarded so in that case other people could do the work and even did the work it wasn't a government contract it wasn't a government contract law is a contract award get this right so given given the facts here ability to do all the facets and it would be cost prohibitive for anyone else to do the work the actual air force contractor who ran this program when asked the deposition so that he didn't even know of anyone else could and so that raises another question that if was getting all the work because it was the only people out there who could do it then you get jackson on the scene and jackson can clearly do the work too how do they have a reasonable expectation of future business based that you have to assume the existence of misconduct but that that sort of assumes the answer to the initial well i guess i know of three responses your honor one is because it's a summary judgment the facts have to be in the light most favorable move to all three so you do have to assume the misconduct when so yes but there's still a competitor later saying they were not to have been a competitor you're saying they wouldn't have existed they would not have been able to enter the market they did not have the funding they did not have the expertise they did not  through servos an intentional inference or go give the milestone payments improper milestone payments that give them the funding that sort of of the equipment checks and misappropriated all three trade secrets and proprietary information which gave them the ability to bid and to do the work which they couldn't have done otherwise gave jackson independent and inside information to allow them to bid so serco did all these things to proper circuit did not make jackson fulfill a financial responsibility form which would preclude them from bidding it allowed them to use their security clearances so without all of these things jackson would never been able to enter the market and so a three would have been still the sole provider but the other point your honor i think that that's really important here that's kind of the crux of all this because that is the thinking of it that way that requires an elevated standard because there is not an entire in it a business expectancy does not mean an entitlement to work it doesn't mean a guarantee it only means a reasonable reasonable probability right but so far we've got to be careful though in this government contact contract context and see what i'm worried about is that you've been arguing this case really as a commercial systems versus well south or you know any kind of virginia supreme court case where you didn't have a government contract structure well and you're asking us to kind of march out in the context of this government contract and just apply the up the virginia law which i have two responses one i think is as your honor mentioned if this isn't the law there could never be a government cut there could never be a torsen inference case in the government contracts he was in a commercial context is no guarantee of work out of a contract exactly what i mean is this cause clause it really doesn't do anything but state the obvious that you don't guarantee any work that's not what a business expectancy is based on and i'd also point out your honor that one of the national railroad case i believe was a government contract case with amtrak of his chances i can't i can't guarantee that but but more importantly you know the supreme court of the us supreme court this time has said in the kingdom where case that a task order is the contract and that the sun contract is not a contract because it doesn't guarantee any work as  encompass all tort claims that are transferred so mr world and so that it's too broad but it's actually the opposite of what the cases look for is they look to see whether the language is broad and if the language is broad that includes a transfer of everything including cause of action and it's narrow like the agreement in bank that it sticks to just the agreement so the fact that this is true actually helps us it shows that this is a transaction that definitely that obviously covers the tort claims in this case and three different they're not all turn in arguments as