UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 12-1145

MAUREENE E. STANLEY, Individually and as Personal 

Representative of the Estate of Charles F. Stanley, 

deceased,

Plaintiff - Appellant,

v.

THE HUNTINGTON NATIONAL BANK, a banking corporation,

Defendant - Appellee.

Appeal from the United States District Court for the Northern 

District of West Virginia, at Clarksburg. Frederick P. Stamp, 

Jr., Senior District Judge. (1:11-cv-00054-FPS-JSK)

Submitted: June 15, 2012 Decided: August 21, 2012

Before TRAXLER, Chief Judge, and NIEMEYER and KING, Circuit 

Judges.

Affirmed by unpublished per curiam opinion.

Edward R. Kohout, Morgantown, West Virginia, for Appellant. 

Joshua S. Rogers, David M. Thomas, DINSMORE & SHOHL LLP, 

Morgantown, West Virginia, for Appellee.

Unpublished opinions are not binding precedent in this circuit.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

Plaintiff Maureene Stanley (“Stanley”) appeals the district 

court’s order granting a motion for summary judgment filed by 

the defendant The Huntington National Bank (“Huntington”) on her 

claims for breach of contract and for violations of the West 

Virginia Consumer Credit and Protection Act (the “WVCCPA”), W. 

Va. Code §§ 46A-1-101 through 46A-8-102. Stanley also appeals 

the district court’s order denying her motion for leave to amend 

her complaint. We affirm.

I.

In March 2009, Stanley and her husband, Charles Stanley

(“Charles”), opened a $100,000 Personal Credit Line (“PCL”) 

account with Huntington that was secured by their residence and 

other real estate. At the closing, the Stanleys were offered 

and purchased debt cancellation protection on their loan. Debt 

cancellation is described as

a two-party, in-house, product offered by Huntington 

in which Huntington agrees to cancel or forgive all or 

part[] of a qualifying customer’s indebtedness upon 

the occurrences of certain events such as death and 

the diagnosis of a terminal medical condition.

J.A. 139 (internal quotation marks omitted). The debt 

cancellation product carried a “maximum protection of [the] 

Outstanding Credit Line Balance up to: $50,000.” J.A. 111.
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To obtain the debt cancellation product, the Stanleys were 

required to execute a Personal Credit Line Agreement Rider for 

Debt Cancellation (the “Rider”), confirming that they were 

eligible for the protection. The Rider asks a series of medical 

and employment questions including whether the applicant has 

been diagnosed with, or treated for, any “brain, nervous system 

or mental/neurological disorder,” and disqualifies any 

individual who has been diagnosed with or treated for such a 

condition during the preceding two-year period. J.A. 111. 

Section 4.0 of the Rider provides Huntington with the right to 

terminate the Rider and deny benefits if the applicant made a

material misrepresentation in connection with the loan agreement

or Rider:

We require You to furnish evidence of Your eligibility 

for the protections You selected. If You make any 

material misrepresentation or misrepresentations to Us 

in connection with this Rider or the PCL Agreement, 

whether in writing or otherwise (i) protection will be 

voided; (ii) We will credit to the Outstanding Credit 

Line Balance the amount of the monthly Fees You have 

paid; and (iii) We will deny any Debt Cancellation 

Protection request You file under this Rider. A 

misrepresentation is material if knowledge by Us of 

the truth of the facts misrepresented would have led 

to Our rejection of Your eligibility for the selected 

protections based upon criteria in effect on the 

Protection Effective Date.

J.A. 113. 

It is undisputed that when the PCL Agreement and Rider were 

completed and signed, Charles had been diagnosed with, and was 
4

being treated for, Parkinson’s disease. However, the Stanleys 

both signed the Rider stating that neither of them had been 

diagnosed with, or treated for, such a condition at any time 

within the past two years. Charles died on November 29, 2009, 

from pneumonia. Parkinson’s disease was listed on his death 

certificate as an underlying cause of death.

On December 21, 2009, Stanley submitted a claim form to 

Huntington, requesting benefits under the debt cancellation 

product. After reviewing Charles’ death certificate and 

consulting with his physician, Huntington denied benefits based 

upon the misrepresentation in the Rider.

Stanley filed this civil action in state court, asserting 

claims for breach of contract, breach of the implied duty of 

good faith and fair dealing, breach of the WVCCPA, and punitive 

damages. Huntington timely removed the action to the district 

court. Pursuant to Federal Rule of Civil Procedure 16(b), the 

district court issued a scheduling order requiring, in part, 

that all motions to amend pleadings be filed by August 1, 2011.

On September 23, 2011, Stanley filed a motion to amend her 

complaint to include a count for fraud in the inducement, based 

upon alleged misrepresentations made by Huntington’s loan 

officer, Ms. Briana Arbogast, at the time of the loan closing. 

The district court ruled that Stanley had not demonstrated “good 

cause” for her failure to timely request the amendment under the 
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scheduling order, and denied the motion. See Fed. R. Civ. P. 

16(b)(4) (“A schedule may be modified only for good cause and 

with the judge’s consent.”).

On October 17, 2011, Huntington filed a motion for summary 

judgment on all counts. The district court granted Huntington’s 

motion and denied Stanley’s motion for reconsideration. This 

appeal followed.

II.

A.

We review the district court’s grant of summary judgment de

novo, see Higgins v. E.I. DuPont de Nemours & Co., 863 F.2d 

1162, 1167 (4th Cir. 1988), and examine the evidence in the 

light most favorable to the nonmoving party while drawing all 

reasonable inferences in her favor, see Anderson v. Liberty 

Lobby, Inc., 477 U.S. 242, 255 (1986). Summary judgment is 

appropriate when the pleadings, depositions, answers to 

interrogatories, admissions and affidavits show that there is no 

genuine issue of material fact and that the moving party is

entitled to judgment as a matter of law. See Fed. R. Civ. P.

56(c).

B.

Count I of Stanley’s complaint asserts a claim for breach 

of contract. Stanley argues that the district court erred in 
6

granting summary judgment on this claim because a genuine issue 

of material fact exists as to whether she and Charles 

misrepresented Charles’ health when the Rider was signed. We 

disagree.

1.

Under West Virginia law, contract interpretation is a 

question of law and requires a court to determine the meaning 

and legal effect solely from the document’s contents. Where the 

contract language is clear and unambiguous, it “cannot be 

construed and must be given effect and no interpretation thereof 

is permissible.” Berkeley Cnty. Pub. Serv. Dist. v. Vitro Corp. 

of Am., 162 S.E.2d 189, 200 (W. Va. 1968); see also Kanawha 

Banking & Trust Co. v. Gilbert, 46 S.E.2d 225, 232-33 (W. Va. 

1947). A contract is ambiguous only if it is “reasonably 

susceptible of two different meanings or is of such doubtful 

meaning that reasonable minds might be uncertain or disagree as 

to its meaning.” Mylan Labs. Inc. v. Am. Motorists Ins. Co.,

700 S.E.2d 518, 524 (W. Va. 2010) (per curiam).

Here, the district court held that the Rider was clear and 

unambiguous, and that it gave Huntington the right to deny debt 

protection coverage based upon the Stanleys’ representation that 

Charles did not suffer from a neurological disorder. We agree.

The Rider clearly provides for debt cancellation up to 

$50,000, subject to the borrowers’ confirmation that they are 
7

eligible. Section II of the Rider, titled “CONFIRM that You are 

eligible,” asks a series of questions pertaining to the 

borrowers’ health status. Question 1(b) asks if the applicant 

has been treated for specific conditions in the past two years 

including any “brain, nervous system or mental/neurological 

disorder.” J.A. 111. The Rider plainly states that “Any YES 

answer in Section 1 means You are not eligible for any 

protection.” J.A. 111. The Stanleys answered “no” to this 

question, although it is undisputed that Charles had been

diagnosed with and was being treated for Parkinson’s disease at 

the time. Both Stanley and Charles signed the Rider, at the 

bottom of the same page, confirming that they had “receiv[ed]” 

and “carefully read all of the pages of th[e] Rider.” J.A. 111.

Section 4.0 of the Rider gives the bank the right to void 

the protection and deny benefits in any case of material 

misrepresentation on the part of the borrower. Thus, under the 

clear and unambiguous language of the Rider, Huntington was 

within its rights to deny payment based upon the Stanleys’ 

misrepresentation regarding Charles’ health.

2.

Stanley does not dispute that the representation regarding 

Charles’ medical condition on the application was false. Nor 

does she assert that the language of the Rider itself is 

ambiguous. Rather, she contends that she is entitled to the 
8

benefits of the Rider based upon verbal statements that she 

claims were made to and by Huntington’s loan officer, Ms. 

Arbogast, prior to or contemporaneously with the Rider’s 

execution.

Specifically, Stanley avers that she and Charles informed 

Ms. Arbogast that Charles suffered from Parkinson’s disease, and 

that Ms. Arbogast told them that Charles’ condition did not 

disqualify him and that their loan would be repaid in full if 

they were ever to file a valid claim. Stanley further asserts 

that Ms. Arbogast completed the Rider, representing that Charles 

did not suffer from a disqualifying condition, and that Stanley 

did not read the Rider before signing it. Stanley contends that 

this extrinsic evidence creates an ambiguity in the Rider and 

demonstrates that a genuine issue of material fact exists as to 

whether she and Charles actually misrepresented Charles’ health 

on the Rider. We disagree.

As the district court correctly noted, the parol evidence 

rule bars the admission of oral statements made prior to or 

contemporaneously with the execution of a clear and unambiguous 

contract, unless there are allegations of fraud, mistake, or 

material misrepresentation. See Kanawha Banking, 46 S.E.2d at 

232-33. The “written contract is considered to merge all of the 

negotiations and representations made prior to its execution, 

and extrinsic evidence is not available to alter or interpret 
9

language which is otherwise plain and unambiguous on its face.” 

Iafolla v. Douglas Pocahontas Coal Corp., 250 S.E.2d 128, 135 

(W. Va. 1978).

Here, the Rider is clear and unambiguous, and Stanley’s 

complaint makes no allegations of fraud, mistake, or material 

misrepresentation. Accordingly, the alleged oral statements 

made at the time of execution of the Rider cannot be relied upon 

to vary, contradict, or explain its terms. Stanley’s claim that 

she had a reasonable expectation of insurance, based upon these 

statements, likewise fails. Stanley cannot avoid the 

unambiguous terms of the Rider by claiming that she did not read 

it before signing it. See Boggs v. Camden-Clark Mem. Hosp. 

Corp., 693 S.E.2d 53, 63 (W. Va. 2010) (“This Court has made 

clear that, as a general rule, . . . the doctrine of reasonable 

expectations is limited to those instances in which the policy 

language is ambiguous.” (internal quotation marks omitted)). 

The doctrine of reasonable expectations is simply not applicable 

in these circumstances. Accordingly, we affirm the grant of 

summary judgment on Stanley’s breach of contract claims.

C.

Count II of Stanley’s complaint alleges a violation of the 

WVCCPA, which provides a cause of action to “[a]ny person who 

purchases or leases goods or services and thereby suffers any 

ascertainable loss of money or property, real or personal, as a 
10

result of the use or employment by another person,” W. Va. Code 

§ 46A-6-106(a), of certain “[u]nfair methods of competition and 

unfair or deceptive acts or practices,” W. Va. Code § 46A-6-104. 

The elements for a colorable claim brought under this section 

include “unlawful conduct by the seller, an ascertainable loss 

on the part of the consumer, and a causal connection between the 

ascertainable loss and the [seller’s] conduct.” White v. Wyeth, 

705 S.E.2d 828, 835 (W. Va. 2010). Huntington asserts that 

Stanley failed to provide the requisite notice to bring a claim 

under the Act and that she failed to properly allege the claim 

with the requisite particularity.

Before a claim can be brought pursuant to the WVCCPA, a 

plaintiff must comply with a mandatory condition precedent set 

forth in § 46A-6-106(b), which states that:

[n]otwithstanding the provisions of subsection (a) of 

this section, no action may be brought pursuant to the 

provisions of this section until the consumer has 

informed the seller or lessor in writing and by 

certified mail of the alleged violation and provided 

the seller or lessor twenty days from receipt of the 

notice of violation to make a cure offer . . . .

W. Va. Code Ann. § 46A-6-106(b). The district court held that 

Stanley’s failure to comply with this mandatory prerequisite 

bars her claim. We agree.

Stanley sent two letters to Huntington dated February 2010 

and March 2011, requesting a status update on her claim and 

seeking documents, which she claims was “effective” notice under 
11

the Act. However, the letters do not assert a violation of the 

WVCCPA and do not meet the mandatory notice prerequisite to 

filing suit. Thus, Stanley’s claim fails because she did not 

provide the required notice to Huntington under § 46A-6-106(b). 

Accordingly, we affirm the district court’s dismissal of 

Stanley’s WVCCPA claim.

III.

Finally, Stanley appeals the district court’s order denying 

her motion to amend her complaint to add a claim for fraud in 

the inducement based upon the misrepresentations made by Ms. 

Arbogast during the loan closing. We review the district 

court’s order for an abuse of discretion. See Equal Rights 

Center v. Niles Bolton Assocs., 602 F.3d 597, 603 (4th Cir. 

2010). 

Under Federal Rule of Civil Procedure 15(a)(2), Stanley 

could “amend [her] pleading only with the opposing party’s 

written consent or the court’s leave.” Fed. R. Civ. P. 15(a). 

“Although leave to amend should be freely given when justice so 

requires, a district court has discretion to deny a motion to 

amend a complaint, so long as it does not outright refuse to 

grant the leave without any justifying reason.” Equal Rights 

Ctr., 602 F.3d at 603 (internal quotation marks, alteration and 

citation omitted). “A district court may deny a motion to amend 
12

when the amendment would be prejudicial to the opposing party, 

the moving party has acted in bad faith, or the amendment would 

be futile.” Id.

In order to ensure efficient case management, however, Rule 

16(b) requires the district court to issue scheduling orders, 

see Fed. R. Civ. P. 16(b)(1) & (2), which, among other 

deadlines, “must limit the time to . . . amend the pleadings, 

complete discovery, and file motions,” Fed. R. Civ. P. 

16(b)(3)(A). The “schedule may be modified only for good cause 

and with the judge’s consent.” See Fed. R. Civ. P. 16(b)(4). 

“Therefore, after the deadlines provided by a scheduling order 

have passed, the good cause standard must be satisfied to 

justify leave to amend the pleadings.” Nourison Rug Corp. v. 

Parvizian, 535 F.3d 295, 298 (4th Cir. 2008). 

Stanley filed her complaint in March of 2011. Huntington 

timely removed the action to the district court and answered, 

asserting the parol evidence rule as a defense. Pursuant to 

Federal Rule of Civil Procedure 16(b), the district court issued 

a scheduling order requiring, in part, that all motions to amend 

pleadings be filed by August 1, 2011, and that all dispositive 

motions be filed by October 17, 2011.

On September 22, 2011, at a motions hearing regarding 

expert witnesses, Huntington’s counsel advised the court of its 

intent to file a motion for summary judgment “based upon the 
13

clear language of the subject contract and the parol evidence 

rule.” J.A. 51. Stanley contends that she was surprised by 

Huntington’s position that oral statements and other extrinsic 

evidence at the time of the closing were inadmissible under the 

parol evidence rule, and she filed an untimely motion to amend 

her complaint to include a count for fraud in the inducement the 

following day.

The district court held that Stanley’s “explanation does 

not address the diligence required to show good cause under Rule 

6(b)” and pointed out that Stanley had “offer[ed] no reasons as 

to why her fraud in the inducement claim could not have been 

asserted through a timely amendment pursuant to th[e] Court’s 

scheduling order.” J.A. 51. We cannot say that the district 

court abused its discretion by finding that the plaintiff failed 

to demonstrate “good cause” to amend her complaint. Huntington 

clearly asserted the parol evidence rule as a defense in its 

answer several months prior to the motions deadline, and 

Stanley’s motion appears to be little more than a belated 

reaction to Huntington’s intent to file a motion for summary 

judgment based upon the clear and unambiguous language of the 

subject contract. Consequently, we affirm the district court’s 

denial of the motion for leave to amend. 
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IV.

For the foregoing reasons, we affirm the district court’s 

order granting Huntington’s motion for summary judgment and 

denying Stanley’s motion for leave to amend her complaint. We 

dispense with oral argument because the facts and legal 

contentions are adequately presented in the materials before the 

court and argument would not aid the decisional process.

AFFIRMED