UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

WILKINS BUICK, INCORPORATED,

Plaintiff-Appellant,

v. No. 99-2317

GENERAL MOTORS CORPORATION,

Defendant-Appellee.

Appeal from the United States District Court

for the District of Maryland, at Baltimore.

Benson E. Legg, District Judge.

(CA-98-2795-L)

Argued: April 6, 2000

Decided: May 2, 2000

Before WILKINS and MICHAEL, Circuit Judges, and

Patrick Michael DUFFY, United States District Judge

for the District of South Carolina, sitting by designation.

_________________________________________________________________

Affirmed by unpublished per curiam opinion.

_________________________________________________________________

COUNSEL

ARGUED: Walter Eugene Forehand, MYERS, FOREHAND &

FULLER, P.A., Tallahassee, Florida, for Appellant. Daniel Lee Goldberg, BINGHAM DANA, L.L.P., Boston, Massachusetts, for Appellee. ON BRIEF: Loula M. Fuller, MYERS, FOREHAND &

FULLER, P.A., Tallahassee, Florida, for Appellant. Alicia L. Downey, BINGHAM DANA, L.L.P., Boston, Massachusetts, for Appellee.
Unpublished opinions are not binding precedent in this circuit. See

Local Rule 36(c).

_________________________________________________________________

OPINION

PER CURIAM:

Wilkins Buick, Inc. appeals an order of the district court dismissing

its complaint against General Motors Corporation ("GM") pursuant to

Federal Rule of Civil Procedure 12(b)(6). In its complaint, Wilkins

Buick alleged tortious interference with business relations, bad faith

breach of contract, and violation of a Maryland statute, see Md. Code

Ann., Transp. II § 15-305(e), (f) (1999). Finding no error, we affirm.

I.

The facts, viewed in the light most favorable to Wilkins Buick, are

as follows. Wilkins Buick is an automobile dealership located in Glen

Burnie, Maryland. Wilkins Buick and GM are parties to a "Dealer

Sales and Service Agreement" (the Dealer Agreement), the purpose

of which is "to promote a relationship between[the Buick Motor

Division of GM] and its Dealers which encourages and facilitates

cooperation and mutual effort to satisfy customers, and permits Division and its dealers to fully realize their opportunities for business

success." J.A. 31. Buick is one of six "line-makes" manufactured by

GM. Wilkins Buick sells only Buicks, while other dealerships in the

Glen Burnie area sell other line-makes.

In 1996, GM announced "Project 2000," a corporate strategy that

encouraged the alignment of GM line-makes within dealerships in

order to maximize sales of GM products. As relevant here, Project

2000 called for Wilkins Buick to continue as a Buick dealer and for

an alignment of Buick, Pontiac, and light-duty GMC Truck linemakes together at a single location. Wilkins Buick viewed Project

2000 as an opportunity to expand its operations. The GM coordinator

for Project 2000 encouraged Wilkins Buick to proceed with efforts to

align the dealership with Pontiac and GMC Truck franchises in Glen

Burnie.

 2
In 1997, Wilkins Buick entered into negotiations with Dovell &

Williams, Inc. ("D&W") to purchase its GMC Truck franchise. Additionally, Wilkins Buick began negotiating with Admiral Pontiac, Inc.

(Admiral), a dealership located next door to Wilkins Buick, to purchase its Pontiac franchise. During negotiations between Wilkins

Buick and D&W, Wilkins Buick learned that GM was in negotiations

with D&W to purchase the truck franchise. D&W thereafter informed

Wilkins Buick that it would accept GM's offer even though GM had

offered D&W less for the franchise because GM could close the deal

immediately, whereas under the franchise agreements, a deal between

D&W and Wilkins Buick would have to be approved by GM. Soon

after Wilkins Buick learned that its negotiations with D&W had

failed, Wilkins Buick learned that GM was in final negotiations with

Admiral for the purchase of the Pontiac franchise. Additionally, Wilkins Buick learned that GM planned to combine the GMC Truck franchise and the Pontiac franchise at the Admiral location, next door to

Wilkins Buick.

In January 1998, Wilkins Buick offered to buy the two franchises

from GM, but GM refused. Later in 1998, a company controlled by

GM relocated the GMC Truck franchise to the location of the former

Admiral Pontiac dealership, where, after being granted a vehicle

dealer license by the State of Maryland, it operated the combined

Pontiac-GMC Truck dealership. Although the assets of the combined

dealership were later sold, GM continued to hold a majority interest

in the dealership.

Wilkins Buick subsequently filed this action, alleging that GM had

(1) wrongfully interfered with business relationships; (2) committed

a bad faith breach of the Dealer Agreement; and (3) violated a Maryland statute restricting the licensing of motor vehicle manufacturers

as dealers and prohibiting the sale by manufacturers or their agents of

new motor vehicles to retail buyers, see Md. Code Ann., Transp. II

§ 15-305(e), (f). The district court granted GM's motion to dismiss,

reasoning that Wilkins Buick could prove no set of facts that would

entitle it to relief on the claims as pleaded. See Conley v. Gibson, 355

U.S. 41, 45-46 (1957); Labram v. Havel, 43 F.3d 918, 920 (4th Cir.

1995).

 3
II.

After reviewing the parties' briefs and the applicable law, and having had the benefit of oral argument, we conclude that the district

court correctly granted GM's motion to dismiss. Accordingly, we

affirm on the reasoning of the district court. See Wilkins Buick, Inc.

v. General Motors Corp., No. L-98-2795 (D. Md. Sept. 8, 1999).

AFFIRMED

 4