UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 15-1547

MCG, INC.,

Plaintiff - Appellant,

v.

MGSJ HOLDINGS, INC.; MICHAEL MOORE; GARY WARD; STEVEN 

MENDIETA,

Defendants - Appellees.

Appeal from the United States District Court for the District of 

Maryland, at Baltimore. George L. Russell, III, District Judge. 

(1:14-cv-03997-GLR)

Submitted: February 29, 2016 Decided: May 19, 2016

Before KING, DIAZ, and FLOYD, Circuit Judges.

Affirmed by unpublished per curiam opinion.

Eric S. Lipsetts, ERIC LIPSETTS, P.A., Annapolis, Maryland, for 

Appellant. Lars H. Liebeler, LARS LIEBELER, PC, Washington, 

D.C., for Appellees.

Unpublished opinions are not binding precedent in this circuit.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

MCG, Inc. (MCG) appeals the district court’s order granting 

judgment on the pleadings, or in the alternative, summary 

judgment, in favor of MGSJ Holdings, Inc. (Holdings), Michael 

Moore, Gary Ward, and Steven Mendieta (collectively, Defendants)

in this civil action arising out of an alleged breach of 

contract. The district court held that MCG failed to fulfill a 

condition precedent as required under the terms of an Investment 

Agreement entered into by Mendieta, acting as the sole director 

of MCG, and Moore and Ward, who signed as principals of 

Holdings. The district court also held that Mendieta, Moore, 

and Ward later cancelled the Investment Agreement, and MCG 

ratified its cancellation, so there was no breach. We have 

thoroughly reviewed the record and find that the district court 

did not err in granting Defendants’ motion for judgment on the 

pleadings, or, in the alternative, summary judgment. 

Accordingly, we affirm the district court’s order for the 

reasons set forth below. 

I.

This court reviews “de novo a district court’s ruling on a 

motion for judgment on the pleadings under Federal Rule of Civil 

Procedure 12(c).” Drager v. PLIVA USA, Inc., 741 F.3d 470, 474 

(4th Cir. 2014). A motion for judgment on the pleadings “should 

only be granted if, after accepting all well-pleaded allegations 
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in the plaintiff’s complaint as true and drawing all reasonable 

factual inferences from those facts in the plaintiff’s favor, it 

appears certain that the plaintiff cannot prove any set of facts 

in support of his claim entitling him to relief.” Edwards v. 

City of Goldsboro, 178 F.3d 231, 244 (4th Cir. 1999). 

Similarly, this court reviews de novo the district court’s 

grant of summary judgment. Spriggs v. Diamond Auto Glass, 242 

F.3d 179, 183 (4th Cir. 2001). Summary judgment is appropriate 

only in those cases where the pleadings, affidavits, and 

responses to discovery “show that there is no genuine issue as 

to any material fact and that the moving party is entitled to 

judgment as a matter of law.” Fed. R. Civ. P. 56(c); see

Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). A material 

fact is one “that might affect the outcome of the suit under the 

governing law.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 

248 (1986). A disputed fact presents a genuine issue “if the 

evidence is such that a reasonable jury could return a verdict 

for the nonmoving party.” Id.

II.

In this case, the district court pronounced its findings 

through a bench ruling during a hearing on Defendants’ motion 

for judgment on the pleadings, or, in the alternative, summary 

judgment. The district court found that Mendieta, as director 

of MCG, had “sole authority to contract, to bargain, [and] to 
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negotiate with individual entities.” As the sole director, 

Mendieta entered into an Investment Agreement with Ward and 

Moore, and MCG failed to perform a condition precedent –

establishing bank accounts with two specific signers – as 

required in that contract. And “the failure of MCG to fulfill 

the terms of the agreement . . . prevented the formation of a 

contract. Because the ultimate basis for the contract was the 

disbursement of the loan funds.” The district court therefore 

concluded, “the condition precedent was not fulfilled, 

regardless of the circumstances of its fulfillment,” and 

Holdings, Ward, Moore, and Mendieta did not breach the contract. 

The district court also addressed an additional argument 

“that the ratification of the agreement compelled Holdings to 

perform under the contract.” Again, the district court 

concluded that a contract did not exist because MCG did not 

fulfill the condition precedent. The court alternatively 

concluded that the Investment Agreement was a contract that, 

once ratified, was impossible to perform because Mendieta had 

resigned from MCG.

On appeal, MCG argues the district court erred for several 

reasons when it dismissed the complaint and granted Defendants’ 

motion. MCG further argues the trial court improperly dismissed 

its tort claims against Mendieta. Defendants argue that the 
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“principle reason MCG’s claims fail is that MCG did not meet the 

condition precedent set forth” in the Investment Agreement. 

In Maryland,* the interpretation of a contract is a question 

of law, and courts interpret contracts objectively. Nova 

Research, Inc. v. Penske Truck Leasing Co., 952 A.2d 275, 283 

(Md. 2008). Contract interpretation therefore begins with the 

plain meaning of the contractual terms. Storetrax.com, Inc. v. 

Gurland, 895 A.2d 355, 367 (Md. Ct. Spec. App. 2006), aff’d, 915 

A.2d 991 (Md. 2007). Additionally, “[t]o prevail in an action 

for breach of contract, a plaintiff must prove that the 

defendant owed the plaintiff a contractual obligation and that 

the defendant breached that obligation.” Taylor v. NationsBank, 

N.A., 776 A.2d 645, 651 (Md. 2001). 

Here, the duty owed between MCG and Defendants, like most 

contract cases, rests on the terms of the contract. In this 

case, the duties owed are set forth in the Investment Agreement. 

Among other things, the Investment Agreement included a 

provision that stated: “As a condition of Investor providing 

two loans, MCG bank accounts [shall] bear two signers only, 

Steve Mendieta and, as a backup, Jeff Wray.” The district court 

 * The parties do not dispute that Maryland law controls the 

Investment Agreement. 
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relied on this provision when it determined that MCG failed to 

fulfill a condition precedent. 

A condition precedent has been defined as a fact, other 

than mere lapse of time, which, unless excused, must exist or 

occur before a duty of immediate performance of a promise 

arises. Chirichella v. Erwin, 310 A.2d 555, 557 (Md. 1973). 

“Generally, when a condition precedent is unsatisfied, the 

corresponding contractual duty of the party whose performance 

was conditioned on it does not arise.” Chesapeake Bank of Md.

v. Monro Muffler/Brake, Inc., 891 A.2d 384, 391-92 (Md. Ct. 

Spec. App. 2006) (internal quotation and citation omitted); see 

also Laurel Race Course, Inc. v. Regal Const. Co., 333 A.2d 319, 

327 (Md. 1975) (“It is fundamental that where a contractual duty 

is subject to a condition precedent, whether express or implied, 

there is no duty of performance and there can be no breach by 

nonperformance until the condition precedent is either performed 

or excused.”) (citations omitted). 

Because the Investment Agreement required MCG to establish 

the bank accounts “as a condition” of the loan, Holdings, Ward, 

and Moore were not obligated to make loans to MCG before such 

bank accounts were established. Mendieta, Ward, and Moore then

decided to withdraw from investing in MCG, or cancel the 

contract. The district court, therefore, did not err when it 
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concluded that MCG failed to fulfill a condition precedent found 

in the Investment Agreement. 

The district court also did not err when it held that 

Mendieta, Ward, and Moore cancelled the Investment Agreement, 

and MCG could not revive the contract after Mendieta resigned

from MCG and MCG appointed new directors. “At common law the 

parties to a written contract have the right to rescind it by 

mutual consent, even though there is no provision in the 

contract permitting them to do so.” Maslow v. Vanguri, 896 A.2d 

408, 424 (Md. Ct. Spec. App. 2006) (internal quotation and 

citation omitted). “The parties to a contract may, either in 

writing or orally, release themselves from its obligations.” 

Id. (citations omitted); see also Lemlich v. Bd. of Trs. of 

Harford Cmty. Coll., 385 A.2d 1185, 1189-90 (Md. 1978)

(discussing how a contract may be rescinded through mutual 

agreement of the parties). “It has frequently been held that 

the mutual assent requisite to rescind a contract need not be 

express; it may be inferred from the conduct of the parties in 

the light of the surrounding circumstances.” Maslow, 896 A.2d 

at 425 (internal quotation and citation omitted). 

Here, the record shows Ward and Moore, along with Mendieta, 

acting as the sole director of MCG, decided to abandon, or 

rescind, the Investment Agreement. Mendieta notified the future 

officers of MCG in writing about their decision to walk away 
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from the deal, and Mendieta then resigned from MCG. MCG cannot 

compel Holdings to perform under the Investment Agreement after 

the parties agreed to cancel it. 

Additionally, the district court did not err when it 

dismissed the tort claims against Mendieta. Although MCG relies 

on Shapiro v. Greenfield, 764 A.2d 270, 278 (Md. Ct. Spec. App. 

2000), to assert that the district court applied the wrong 

standard, that case analyzes the corporate opportunity doctrine. 

In contrast, this is a breach of contract case that turns on the 

fulfillment of a condition precedent, and the cancellation or 

rescission of the Investment Agreement. Mendieta did not usurp 

a corporate opportunity when he simply ended the Investment 

Agreement and resigned from MCG. As a result, the district 

court did not need to decide whether Mendieta’s departure was 

fair and reasonable to the corporation. 

MCG’s Articles of Incorporation vested Mendieta with 

authority as the sole director. As sole director, Mendieta 

could negotiate and contract on MCG’s behalf. Mendieta could 

also end business dealings on MCG’s behalf, as happened here. 

See Dialist Co. v. Pulford, 399 A.2d 1374, 1378 n.3 (Md. Ct. 

Spec. App. 1979) (explaining the nature of a rescission). As a 

result, the district court did not err when it granted 

Defendants’ motion for judgment on the pleadings, or, in the 

alternative, summary judgment. 
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Accordingly, the order of the district court is affirmed. 

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