UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 13-2449

FFP HOLDINGS LLC,

 Plaintiff – Appellant,

v.

VITAFOAM INCORPORATED; BRITISH VITA UNLIMITED,

 Defendants - Appellees.

Appeal from the United States District Court for the Western 

District of North Carolina, at Asheville. Martin K. Reidinger, 

District Judge. (1:12-cv-00105-MR-DLH)

Submitted: May 29, 2014 Decided: June 24, 2014

Before NIEMEYER, KEENAN, and DIAZ, Circuit Judges.

Affirmed by unpublished per curiam opinion.

Bradley R. Love, Joseph Wendt, BARNES & THORNBURG, LLP, 

Indianapolis, Indiana; Frederick S. Barbour, CLONINGER BARBOUR 

SEARSON & JONES, PLLC, Asheville, North Carolina, for Appellant. 

A. Ward McKeithen, Everett J. Bowman, Lawrence C. Moore, III, 

ROBINSON BRADSHAW & HINSON, PA, Charlotte, North Carolina, for 

Appellees.

Unpublished opinions are not binding precedent in this circuit.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

FFP Holdings, LLC appeals the district court’s order 

granting the Appellees’ motion for summary judgment on FFP’s 

complaint for breach of contract, conversion, and declaratory 

judgment. In the complaint, FFP alleged that pursuant to two 

asset purchase agreements with Vitafoam, FFP acquired an 

antitrust claim based on a price fixing scheme orchestrated by 

chemical manufacturers. 

We review de novo a district court’s order granting 

summary judgment. Providence Square Assocs., L.L.C. v. G.D.F., 

Inc., 211 F.3d 846, 850 (4th Cir. 2000). Summary judgment 

should be granted “if the movant shows that there is no genuine 

issue as to any material fact and that the movant is entitled to 

judgment as a matter of law.” Fed. R. Civ. P. 56(a). “[T]here 

is no issue for trial unless there is sufficient evidence 

favoring the nonmoving party for a jury to return a verdict for 

that party. If the evidence is merely colorable, or is not 

significantly probative, summary judgment” is proper. 

Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249-50 (1986) 

(citations omitted).

“To succeed on a breach of contract claim, the 

plaintiff must prove by a preponderance of the evidence that a 

legally enforceable obligation existed between it and the 

defendant; that the defendant breached that obligation; and that 
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the plaintiff incurred damages as a result of the breach.” 

Cent. Tel. Co. of Va. v. Sprint Commc’n Co. of Va., 715 F.3d 

501, 517 (4th Cir. 2013) (citations omitted) (analyzing Virginia 

and North Carolina contract law). “[W]e interpret a contract as 

written and, when its terms are clear and unambiguous, we 

construe the contract according to its plain meaning.” Id.

(internal quotation marks and citations omitted). 

We have thoroughly reviewed the record and conclude 

that, although the district court did not cite the applicable 

provision in the asset purchase agreements, the court did not 

err in concluding that FFP did not acquire the antitrust claim 

in those agreements. See Eisenberg v. Wachovia Bank, N.A., 301 

F.3d 220, 222 (4th Cir. 2002) (we may “affirm on any basis 

fairly supported by the record”). The antitrust claim did not 

fall within the assets transferred because, under the the plain 

meaning of the asset purchase agreements, the claim did not 

relate exclusively to the “business” acquired by FFP. 

Additionally, because FFP did not acquire the claim in the 

purchase agreements, its claim for conversion fails as a matter 

of law. See Gallimore v. Sink, 218 S.E.2d 181, 183 (N.C. Ct. 

App. 1975) (plaintiff must demonstrate ownership of property and 

a wrongful conversion of that property by the defendant for 

conversion claim under North Carolina law). 
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Accordingly, we affirm the district court’s order. 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 in the decisional process.

AFFIRMED