PUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

OMEGA WORLD TRAVEL,

INCORPORATED,

Plaintiff-Appellee,

v.

TRANS WORLD AIRLINES, N o .

96-1368

Defendant-Appellant,

and

AIRLINES REPORTING CORPORATION,

Defendant.

Appeal from the United States District Court

for the Eastern District of Virginia, at Alexandria.

Claude M. Hilton, District Judge.

(CA-96-201-A)

Argued: January 29, 1997

Decided: April 2, 1997

Before HALL and LUTTIG, Circuit Judges,

and BUTZNER, Senior Circuit Judge.

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Reversed by published opinion. Judge Luttig wrote the opinion, in

which Judge Hall and Senior Judge Butzner joined.

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COUNSEL

ARGUED: R. Hewitt Pate, HUNTON & WILLIAMS, Richmond,

Virginia, for Appellant. Barry Roberts, ROBERTS & HUNDERT-
MARK, Chevy Chase, Maryland, for Appellee. ON BRIEF: Thomas

G. Slater, Jr., Sarah C. Johnson, HUNTON & WILLIAMS, Richmond, Virginia; Charles E. Bachman, O'SULLIVAN, GRAEV &

KARABELL, L.L.P., New York, New York, for Appellant.

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OPINION

LUTTIG, Circuit Judge:

The dispute before us arose from Omega World Travel's conduct

as a ticketing agent for Trans World Airlines pursuant to the

"Agency

Reporting Agreement" (ARA), a standard contract prepared by the

Airlines Reporting Corporation (ARC). Because Omega, over TWA's

strenuous objections, persisted in marketing TWA tickets for a company controlled by former TWA controlling shareholder Carl Icahn,

TWA filed a suit against Omega in Missouri state court, alleging

that

Omega's sale of the Icahn tickets violated the ARA and Omega's

agency obligations of loyalty and good faith. Omega in turn sued

TWA and ARC in the federal district court for the Eastern District

of

Virginia on federal antitrust and state contract law grounds in the

action underlying the appeal sub judice. After TWA allegedly

threatened to terminate Omega as its agent, Omega sought, and the

district

court granted, a preliminary injunction prohibiting TWA from terminating the agency relationship between the two companies. We stayed

the injunction and thereafter denied a motion by Omega to dissolve

the stay. TWA, in the interim between our two orders, terminated

its

agency relationship with Omega. Before us now is TWA's appeal of

the district court's mandatory preliminary injunction. Because

neither

Omega's state-law claims nor its federal antitrust claims support

the

extraordinary mandatory injunction granted by the district court,

we

reverse the district court's grant of injunction.

The district court granted the preliminary injunction based upon

its

belief that there was "some likelihood" that Omega would prevail on

the merits of its claims against TWA. J.A. at 45. 1 Although it is

not

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1 District courts should only grant preliminary injunctions in

cases

"clearly demanding" such interim relief, particularly where, as

here, the
2
entirely clear from the court's bench ruling, we understand the

district

court to have based its conclusion more upon its assessment that

Omega's federal antitrust claims might ultimately prove

meritorious,

than on a belief that there was a likelihood that Omega would

prevail

on its state law contract claims against TWA. Neither set of

claims,

we believe, will support the mandatory injunctive relief granted.

Omega's claim that the ARC system violates the Sherman Act cannot, as a matter of law, support an injunction requiring TWA to

remain involuntarily in a contractual business relationship with

Omega. The purpose of interim equitable relief is to protect the

movant, during the pendency of the action, from being harmed or

further harmed in the manner in which the movant contends it was or

will be harmed through the illegality alleged in the complaint.

Thus,

a preliminary injunction may never issue to prevent an injury or

harm

which not even the moving party contends was caused by the wrong

claimed in the underlying action. As the Eighth Circuit held in

Devose

v. Herrington, 42 F.3d 470, 471 (8th Cir. 1994), "a party moving

for

a preliminary injunction must necessarily establish a relationship

between the injury claimed in the party's motion and the conduct

asserted in the complaint."

Here, Omega sought and obtained a mandatory preliminary injunction in order to prevent the harm that would result were its agency

relationship with TWA terminated. In its underlying complaint, however, Omega alleges that that very same relationship is invalid

under

the Sherman Act and that it has been injured by the continuation of

that relationship into which it was allegedly coerced. Thus, as TWA

emphasizes, Omega literally seeks through its antitrust claim to

dissolve the very contractual relationship which it seeks to have preserved through preliminary injunction. When the injury that the

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interim relief does more than merely preserve the status quo. Direx

Israel

v. Breakthrough Medical Corp., 952 F.2d 802, 814-15 (4th Cir.

1991);

Wetzel v. Edwards, 635 F.2d 283, 286 (4th Cir. 1980). Although the

district court seemed to believe that the preliminary injunction in

question

preserved the status quo agency relationship, the injunction is
best characterized as mandatory because it orders the parties to continue in

a relationship that would otherwise, under the contract, be terminable at

will.

3
movant seeks to prevent through a preliminary injunction is not

only

unrelated, but directly contradictory to, the injury for which it

seeks

redress in the underlying complaint, then a preliminary injunction

simply should not issue.2

To the extent, if any, that the district court believed there was

a

likelihood that Omega would succeed on its state law breach of contract claim, we believe the district court was likewise clearly

mistaken. Section X(E) of the ARA expressly provides that "[a] carrier

appointment may be terminated as between the Agent and any individual carrier at any time by notice in writing from one to the

other."

Appellant's Br. at 3. No other contractual provision addresses the

right of either party to terminate the contract. Thus, as Omega

itself

readily concedes, TWA was permitted under the contract to terminate

Omega "at will." Given that the parties bound themselves contractually to an "at will" relationship, terminable by either party at

any time,

and that under neither Virginia nor Missouri law can an implied

duty

of good faith and fair dealing override explicit contract terms,

see, e.g., Riggs National Bank v. Linch , 36 F.3d 370, 373 & n.5 (4th

Cir.

1994); Cameron, Joyce & Co. v. State Highway Commission, 166

S.W.2d 458, 460 (Mo. 1942),3 none of the reasons Omega ascribed _________________________________________________________________

2 Omega did not specifically urge in its preliminary injunction

motion

that the threatened termination would be in furtherance of a

restraint of

trade. Omega asserted only that TWA's termination threat was in

retaliation for Omega's institution of the antitrust suit. J.A. at 106.

Omega does

allege in its amended complaint that TWA terminated Omega in

furtherance of TWA's restraint of trade. The amended complaint, however,

was

not before the district court when it ruled on the preliminary

injunction

motion, and, consequently, we do not consider that complaint in

judging

whether the preliminary injunction was properly awarded.

3 There is some disagreement regarding whether Missouri law or Virginia law will ultimately govern the contract dispute between these

two

parties. Omega argued to the district court that Virginia law
prohibited

a bad faith termination, but the district court stated that Omega's

claims

are "heavily dependent on Missouri law." Omega World Travel, Inc.

v.

Trans World Airlines, Inc., No. 960201-A (E.D. Va. Oct. 23, 1996).

Because of the coincidence of law on the subject of whether an

implied

term of good-faith takes precedence over an explicit contractual

term to

the contrary, we need not concern ourselves here with which law

will,

in the end, be applicable.

4
to TWA in its preliminary injunction motion for threatening

termination of the relationship likely would, as a matter of law, prevent

TWA

from terminating the relationship with Omega.

Omega does contend in its amended complaint, as previously

noted, that TWA's actual termination of the relationship subsequent

to our stay of the district court's injunction was in furtherance

of

TWA's alleged restraint of trade. See supra note 2. However, even

assuming that TWA could not exercise its contractual right to

terminate Omega at will if such termination was in furtherance of a

restraint of trade, that allegation was not before the district

court and

therefore, again, is not properly considered as a possible

justification

for award of the mandatory injunction now before us.

For the reasons stated, the district court's grant of the

preliminary

injunction is reversed.

REVERSED

5