UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

THE GREENWICH GROUP 

INTERNATIONAL, LLC,

Plaintiff-Appellant,

v.  No. 00-1436 JOHN F. GRIFFIN, General Partner;

GEORGE O. MULLIGAN, General

Partner; BARRY M. FITZPATRICK,

General Partner,

Defendants-Appellees. 

Appeal from the United States District Court

for the District of Maryland, at Greenbelt.

Peter J. Messitte, District Judge.

(CA-99-189-PJM)

Argued: November 2, 2000

Decided: November 21, 2000

Before WILKINSON, Chief Judge, and WILKINS and

MOTZ, Circuit Judges.

Affirmed by unpublished per curiam opinion. 

COUNSEL

ARGUED: Eric Michael Rome, EISEN & ROME, P.C., Washington,

D.C., for Appellant. John M. Wood, REED, SMITH, SHAW &

MCCLAY, L.L.P., Washington, D.C., for Appellees. ON BRIEF:
William O. Bittman, REED, SMITH, SHAW & MCCLAY, L.L.P.,

Washington, D.C., for Appellees. 

Unpublished opinions are not binding precedent in this circuit. See

Local Rule 36(c). 

OPINION

PER CURIAM: 

In this diversity contract case, a brokerage firm appeals a district

court’s order granting summary judgment to three real estate owners

who failed to bring a contemplated real estate transaction, brokered

by the firm, to fruition. We affirm. 

I.

On August 22, 1996, The Greenwich Group International, LLC

entered into an Engagement Agreement (Agreement) with Mulligan/Griffin Associates (MGA) whereby Greenwich agreed to seek a

buyer or joint venturee to buy or invest in real estate owned by MGA.

The Agreement provided that MGA would pay Greenwich a success

fee after MGA agreed to and completed a "portfolio contract" concerning the properties. A "portfolio contract" was specifically defined

and had to be denominated as such. The Agreement also provided that

MGA could reject any proposed transaction for any reason. 

Greenwich contacted the Morgan Stanley Real Estate Fund, which

expressed interest in forming a joint venture between it and MGA to

share in ownership and operation of the properties. On April 16, 1997,

MGA and Morgan signed a "term sheet" outlining the basic features

of the proposed joint venture. While comprehensive, the term sheet

left some terms open for future negotiation. The term sheet stated that

it was non-binding. 

After executing the term sheet, Morgan and MGA initiated a joint

venture and began further negotiations to prepare for the larger real

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estate transaction. In August 1997, however, MGA unilaterally pulled

its three most desirable properties from the proposed transaction with

Morgan. Without these properties, Morgan was no longer willing to

complete the transaction. As a result, the transaction failed and MGA

never paid Greenwich a success fee. On January 26, 1999, Greenwich

brought suit against three general partners of MGA — John Griffin,

George Mulligan, and Barry Fitzpatrick — for breach of contract.

Greenwich relied upon a theory of "prevention." Greenwich contended that, although no "portfolio contract" had been signed and the

express conditions of the Agreement entitling Greenwich to payment

were not satisfied, those conditions should be waived because MGA

prevented their occurrence when it pulled the most desirable properties from the proposed transaction with Morgan. Greenwich maintained that MGA was not allowed to pull those properties from the

transaction under the Agreement and was bound to complete its transaction with Morgan through the partial performance of the terms provided in the non-binding term sheet. 

On February 8, 2000, the district court granted summary judgment

to the MGA partners, finding the prevention doctrine inapplicable to

these facts. The district court reasoned that because Greenwich had

bargained for prevention in the Agreement and because the terms of

the contemplated transaction between MGA and Morgan were indefinite even after subsequent partial performance, there was no final

agreement to prevent and thus the prevention doctrine did not apply.

Greenwich now appeals. 

II.

We have reviewed the record, briefs, and applicable law, and considered the oral arguments of the parties, and we are persuaded that

the district court reached the correct result. We therefore affirm the

district court’s holding that the prevention doctrine does not apply to

the facts of this case and that the MGA partners were entitled to summary judgment. See The Greenwich Group International, LLC v.

Griffin, et al., Civ. No. PJM 99-189 (D. Md. February 8, 2000). 

AFFIRMED

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