Not for Publication in West's Federal Reporter

Citation Limited Pursuant to 1st Cir. Loc. R. 32.3

United States Court of Appeals

For the First Circuit

No. 04-1367

R.R. ISLA VERDE HOTEL CORP. and BENITO R. FERNANDEZ,

Plaintiffs, Appellants,

v.

HOWARD JOHNSON INTERNATIONAL, INC.,

Defendant, Appellee.

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

[Hon. Carmen Consuelo Cerezo, U.S. District Judge]

Before

 Selya, Lynch and Lipez,

Circuit Judges.

Wallace Vázquez Sanabria on brief for appellants.

Arthur L. Pressman, Gordon M. Jones, III and Nixon Peabody,

LLP, on brief for appellee.

January 25, 2005
1Plaintiffs do not argue that defendant's motion was not

adequately supported.

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Per Curiam. This is an appeal from the grant of summary

judgment to the defendant, Howard Johnson International, Inc., in

a case brought by plaintiffs R.R. Isla Verde Hotel Corp. and its

sole shareholder, Benito Fernández, alleging that Howard Johnson

tortiously interfered with plaintiffs' contractual arrangements

with a third party, Hotel Associates, Inc., to renovate and operate

a Howard Johnson hotel in San Juan, Puerto Rico. We affirm, albeit

for reasons other than those given by the district court.

DISCUSSION

A. Summary Judgment Standards

This court reviews the district court's grant of summary

judgment de novo, applying the same criteria as the district court,

Acosta v. Ames Dep't Stores, Inc., 386 F.3d 5, 8 (1st Cir. 2004),

namely, whether "the pleadings, depositions, answers to

interrogatories, and admissions on file, together with the

affidavits, if any, show that there is no genuine issue as to any

material fact and that the moving party is entitled to a judgment

as a matter of law," Fed. R. Civ. P. 56(c). The party opposing a

properly supported motion for summary judgment1 may not rest upon

the mere allegations or denials of the pleadings, "but the adverse

party's response, by affidavits or as otherwise provided in this

rule, must set forth specific facts showing that there is a genuine
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issue for trial." Fed. R. Civ. P. 56(e). If the opposing party

"fails to make a showing sufficient to establish the existence of

an element essential to that party's case, and on which that party

will bear the burden of proof at trial, . . . [t]he moving party is

'entitled to judgment as a matter of law.'" Celotex Corp. v.

Catrett, 477 U.S. 317, 322-23 (1986) (quoting Fed. R. Civ. P.

56(c)); see also Whitman v. Miles, 387 F.3d 68, 75 (1st Cir. 2004).

B. Tortious Interference with Contractual Relations

The parties plausibly agree that plaintiffs' tortious

interference claim is governed by the law of Puerto Rico, where the

allegedly tortious conduct occurred. Under Puerto Rico law, to

prevail on a claim of tortious interference with a contractual

relationship, a plaintiff must show: (1) a contract with which the

defendant interferes, (2) tortious action by the defendant with

knowledge of the contract's existence, (3) damage to the plaintiff,

and (4) a causal relationship between the tortious conduct and the

damage. See Gen. Office Prods. Corp. v. A.M. Capen's Sons, Inc.,

780 F.2d 1077, 1081-82 (1st Cir. 1986) (citing Gen. Office Prods.

Corp. v. A.M. Capen's Sons, Inc., 115 P.R. Dec. 553, 558-59

(1984)). As the Puerto Rico Supreme Court has emphasized, the

first element--existence of a contract for a fixed period of time--

is "indispensable," Dolphin Int'l, Inc. v. Ryder Truck Lines, Inc.,

27 P.R. Offic. Trans. 869, ___ (1991); "[i]f what is affected is .

. . a profitable financial relationship where there is no contract,
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the action does not lie . . . ." Gen. Office Prods. Corp, 780 F.2d

at 1081.

Here, plaintiffs have stumbled on that first, essential

step. The "contract" with which they allege interference is the

alleged "agreement between [plaintiffs and Hotel] Associates for

the development of the hotel, using the Howard Johnson's flag."

However, in an attempt to reverse the entry of summary judgment on

this point, plaintiffs rely solely on the allegations of the

complaint, which, as discussed above, are insufficient to meet

their burden under Rule 56(e). See Roger Edwards, LLC v. Fiddes &

Sons, Ltd., 387 F.3d 90, 94 (1st Cir. 2004) (finding "'[c]onjectural

allegations, conclusory assertions, and inconsequential evidence'"

insufficient to meet opposing party's burden in defeating motion

for summary judgment)(citation omitted)). Because plaintiffs have

thus failed to meet their burden of demonstrating, "by materials of

evidentiary quality," Acosta, 386 F.3d at 8, a genuine dispute of

fact as to this essential element of their claim, we affirm the

district court's entry of summary judgment on this ground, without

reaching the merits of the alternative ground relied upon by the

district court. See Hope Furnace Assocs., Inc. v. FDIC, 71 F.3d

39, 42 (1st Cir. 1995) (stating that appellate court is free to

affirm entry of summary judgment on any independently sufficient

ground).
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The district court judgment is summarily affirmed. See

Loc. R. 27(c).