UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 19-1181

POLE GREEN DEVELOPMENT COMPANY, LLC,

Plaintiff - Appellant,

v.

COLUMBIA GAS TRANSMISSION, LLC,

Defendant - Appellee.

Appeal from the United States District Court for the Eastern District of Virginia, at 

Richmond. Robert E. Payne, Senior District Judge. (3:18-cv-00680-REP)

Submitted: October 29, 2019 Decided: November 18, 2019

Before MOTZ, HARRIS, and RUSHING, Circuit Judges.

Affirmed by unpublished per curiam opinion.

C. Jay Robbins, IV, C. JAY ROBBINS, IV P.C., Glen Allen, Virginia, for Appellant. Kim 

M. Watterson, Los Angeles, California, Travis A. Sabalewski, Justin M. Sizemore, REED 

SMITH LLP, Richmond, Virginia, for Appellee.

Unpublished opinions are not binding precedent in this circuit.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

Pole Green Development Company LLC (“Pole Green”) commenced this action 

against Columbia Gas Transmission, LLC (“CGT”), after Pole Green’s prospective 

agreement to purchase property for residential development fell through because of a 

pipeline easement held by CGT. In its amended complaint, Pole Green asserted claims for 

inverse condemnation, unlawful taking, breach of contract, and intentional interference 

with contract rights. The district court granted CGT’s motion to dismiss, concluding that 

Pole Green failed to allege that CGT exercised the power of eminent domain, breached the 

terms of the easement, or tortiously interfered with Pole Green’s purchase contract. Pole 

Green now appeals. For the reasons that follow, we affirm.

We review a district court’s dismissal under Fed. R. Civ. P. 12(b)(6) de novo, 

“assuming as true the complaint’s factual allegations and construing all reasonable 

inferences in favor of the plaintiff.” Semenova v. Md. Transit Admin., 845 F.3d 564, 567 

(4th Cir. 2017) (internal quotation marks omitted). To survive a motion to dismiss, a 

complaint must contain sufficient facts to state a claim that is plausible on its face. Bell 

Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007).

When a “private entity” exercises “some power delegated to it by the State which is 

traditionally associated with sovereignty, such as eminent domain,” Jackson v. Metro. 

Edison Co., 419 U.S. 345, 352-53 (1974), the entity becomes a state actor subject to 

liability under 42 U.S.C. § 1983 (2012), Goldstein v. Chestnut Ridge Volunteer Fire Co., 

218 F.3d 337, 342 (4th Cir. 2000). In its amended complaint, Pole Green alleged that, by 

virtue of Va. Code Ann. § 56-49 (2019), CGT had the ability to take land through eminent 
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domain. However, § 56-49, which describes the eminent domain power granted to public 

service corporations such as CGT, conditions the right to exercise eminent domain on a 

public service corporation’s satisfaction of one of three antecedent requirements. See Va. 

Code Ann. § 56-49(2). Because the amended complaint was silent on these other 

requirements, we conclude that Pole Green failed to adequately allege that CGT had the 

power to take land through eminent domain. Consequently, Pole Green’s factual assertions 

failed to establish CGT’s status as a state actor, thus dooming its claims for unlawful taking 

and inverse condemnation.

Next, Pole Green alleges that CGT violated the terms of the easement by 

conditioning its approval of the residential development plans on Pole Green’s 

performance of—and payment for—certain pipeline maintenance. In Virginia, “[t]he 

elements of a breach of contract action are (1) a legally enforceable obligation of a 

defendant to a plaintiff; (2) the defendant’s violation or breach of that obligation; and (3) 

injury or damage to the plaintiff caused by the breach of obligation.” Navar, Inc. v. Fed. 

Bus. Council, 784 S.E.2d 296, 299 (Va. 2016) (internal quotation marks omitted). Here, 

rather than relying on a contractual obligation that CGT breached, Pole Green predicated 

its claim on CGT’s alleged attempt to exercise rights that the easement did not grant. 

Because Pole Green neglected to identify any legally enforceable obligation that CGT 

failed to satisfy, we conclude that Pole Green failed to state a claim for breach of contract.

Finally, Pole Green contends that CGT tortiously interfered with the purchase 

contract by requiring Pole Green to pay construction costs that, in its view, were 
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unnecessary for pipeline maintenance. To state a claim for tortious interference with 

contract rights, a plaintiff must allege: 

(i) the existence of a valid contractual relationship or business expectancy; 

(ii) knowledge of the relationship or expectancy on the part of the interferor; 

(iii) intentional interference inducing or causing a breach or termination of 

the relationship or expectancy; and (iv) resultant damage to the party whose 

relationship or expectancy has been disrupted.

Dunn, McCormack & MacPherson v. Connolly, 708 S.E.2d 867, 870 (Va. 2011) (internal 

quotation marks omitted). And where, as here, the contract was terminable at will, the 

plaintiff also must plead “improper methods”—i.e., that the defendant employed 

“[m]ethods of interference . . . that are illegal or independently tortious, such as violations 

of statutes, regulations, or recognized common-law rules.” Id. (emphasis and internal 

quotation marks omitted). 

In the amended complaint, Pole Green alleged that CGT’s parent company, 

TransCanada, which lacked a Virginia contractor’s license, submitted an illegal bid for the 

proposed maintenance. However, Pole Green attached to its amended complaint the socalled bid, which, on its face, is merely a cost estimate for the pipeline work at issue. 

Because Pole Green’s only basis for calling the cost estimate a “bid” was the document 

itself, which contained no such designation, we reject Pole Green’s assertion that CGT or 

TransCanada acted illegally.

Pole Green also challenged the necessity of the work contemplated by the cost 

estimate, pointing to an opinion letter advising that the proposed construction was not 

warranted. However, assuming that the construction was unnecessary, Pole Green fails to 

explain how CGT’s flawed proposal rose to the level of illegal or independently tortious 
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conduct. Indeed, Pole Green identifies no allegation in the amended complaint accusing 

CGT of fabricating the maintenance costs to exploit Pole Green’s desire to purchase the 

land. Thus, we agree with the district court’s determination that Pole Green failed to state 

a claim for tortious interference.

Accordingly, we affirm the district court’s order. 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