NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

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No. 23-2234

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THOMAS YERANSIAN, in his capacity as the representative

of holders of certain contingent value rights under the

Contingent Value Rights Agreement dated October 15, 2010,

 Appellant

v.

MARKEL GROUP INC., a Virginia corporation*

*(Amended per Clerk Order dated September 22, 2023)

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On Appeal from the United States District Court for the District of Delaware 

(D.C. Civ. No. 1-16-cv-00808; D.C. Civ. No. 1-16-cv-01041;

D.C. Civ. No. 1-18-cv-01777; and D.C. Civ. No. 1-20-cv-00762)

District Judge: Gregory B. Williams

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Submitted under Third Circuit L.A.R. 34.1(a)

April 30, 2024

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Before: KRAUSE, CHUNG, and RENDELL, Circuit Judges.

(Filed: June 11, 2024)

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OPINION*

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* This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not 

constitute binding precedent.
2

RENDELL, Circuit Judge.

Appellant Thomas Yeransian, a former shareholder of Aspen Holdings, Inc. and 

representative for such shareholders, sued Appellee Markel Group, Inc. for claims arising 

out of Markel’s purchase of Aspen. Because Yeransian acts as the representative for the 

former shareholders, all of his actions discussed herein are on behalf of the former 

shareholders. To complete its purchase, Markel paid Yeransian and other shareholders

with a combination of cash and deferred compensation. When Yeransian elected for the 

former shareholders to receive their deferred compensation, however, Markel refused to 

pay. Yeransian sued. Later, an arbitration panel determined that Markel owed them over 

$22 million, which Markel paid. Still, Yeransian claimed that they were owed additional 

interest and damages for other claims including breach of contract, fraud, and intentional

torts. Markel moved for summary judgment and the District Court consolidated the 

various open cases between the parties and granted summary judgment to Markel as to 

Yeransian’s remaining claims because the agreement (“CVR Agreement”) between the 

parties provided that binding arbitration would resolve any valuation-based controversy

relating to the payment of deferred compensation. We will affirm.

1

1 The District Court had jurisdiction under 28 U.S.C. § 1332. This Court has 

jurisdiction under 28 U.S.C. § 1291. 

We review a district court’s decision to grant or deny summary judgment de novo. 

Tundo v. Cnty. of Passaic, 923 F.3d 283, 286 (3d Cir. 2019). Summary judgment is 

appropriate where “there is no genuine dispute as to any material fact and the movant is 

entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). A fact is material if it can 

“affect the outcome” of a proceeding. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 

248 (1986). In determining whether there is a genuine dispute of material fact, a court 

must view all evidence in the light most favorable to, and draw all reasonable inferences 
3

Yeransian’s arguments on appeal are based on the notion that, notwithstanding his 

success in contractually mandated arbitration proceedings, he has additional claims based 

on other theories of recovery. The District Court rejected that argument in a thorough 

and well-reasoned opinion. 

The District Court noted that the crux of Yeransian’s argument centers on certain 

terms in the CVR Agreement and held that Yeransian’s interpretation of the terms was 

contrary to the plain, unambiguous language of the contract. In the District Court’s view, 

under the CVR Agreement, the arbitrators’ “final determination eliminate[d] the need for 

any further inquiry into Markel’s calculations.” App. 31. And the District Court 

concluded that the arbitration and payment based on the award “fully resolve[d] all issues 

between the parties” including all valuation-focused breach of contract claims. App. 31-

32. Thus, the District Court ruled that “Yeransian is collaterally estopped . . . from relitigating whether Markel accurately calculated the CVRs’ value or used the correct 

process in doing so . . . .” App. 32. The District Court also rejected the notion that 

certain provisions of the CVR Agreement gave Yeransian the right to default interest in 

addition to the principal award and interest paid in connection with the arbitration. 

Finally, the District Court noted that the discovery sought by Yeransian regarding 

Markel’s intent was irrelevant, and it easily disposed of Yeransian’s remaining claims.2 

in favor of, the non-moving party. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 

475 U.S. 574, 587 (1986).

2 Among other things, the District Court concluded that resolution of the dispute 

between the parties over the value of the deferred compensation due under the CVR 

Agreement mooted Yeransian’s various declaratory judgment counts. Yeransian’s claims 
4

On appeal, Yeransian has focused on matters of contract construction. Contract

construction is a question of law, which we review de novo. Wayne Land & Mineral 

Grp. LLC v. Del. River Basin Comm’n, 894 F.3d 509, 528 (3d Cir. 2018). 

Notwithstanding this generous standard of review, we can find no error in the District 

Court’s view that the CVR Agreement’s terms were clear and unambiguous, and it did 

not err in its conclusion that the arbitration award effectively resolved the issues between 

the parties and mooted the case before it. Whether a matter of mootness or collateral 

estoppel, summary judgment was properly granted. Moreover, discovery would have 

been of no avail. There were no material facts in dispute.

Accordingly, we will affirm. 

for an accounting—an equitable remedy—and his claim for breach of fiduciary duty were 

precluded by his claim for breach of contract, a legal claim. And as the parties were 

bound by the CVR Agreement, his negligent misrepresentation and fraud claims were 

barred by the economic loss doctrine.