UNPUBLISHED

UNITED STATES COURT OF APPEALS 

FOR THE FOURTH CIRCUIT 

No. 08-1068

CANON, U.S.A., INCORPORATED, 

 Plaintiff - Appellant, 

 v. 

LEASE GROUP RESOURCES, INCORPORATED; LUIS G. ROGERS, 

 Defendants - Appellees. 

Appeal from the United States District Court for the Eastern 

District of Virginia, at Alexandria. James C. Cacheris, Senior 

District Judge. (1:03-cv-01192-JCC-TRJ) 

Argued: January 28, 2009 Decided: February 25, 2009 

Before NIEMEYER and MICHAEL, Circuit Judges, and Arthur L. 

ALARCÓN, Senior Circuit Judge of the United States Court of 

Appeals for the Ninth Circuit, sitting by designation. 

Dismissed by unpublished per curiam opinion. 

ARGUED: Russell James Gaspar, COHEN & MOHR, L.L.P., Washington, 

D.C., for Appellant. Benjamin Sorrells Boyd, DLA PIPER US 

L.L.P., Washington, D.C., for Appellees. ON BRIEF: Andrew J. 

Mohr, COHEN & MOHR, L.L.P., Washington, D.C., for Appellant. 

Mitka T. Baker, DLA PIPER US L.L.P., Washington, D.C., for 

Appellees. 

Unpublished opinions are not binding precedent in this circuit.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

 This case arises out of the complex business 

arrangements and dealings between Canon, U.S.A., Inc. (Canon) 

and Lease Group Resources, Inc. (LGR) relating to photocopier 

equipment leasing. In February 2002 the two companies entered 

into a Settlement Agreement (or Agreement) which purported to 

settle all claims that had arisen between them. When disputes 

arose during the implementation of the Settlement Agreement, 

Canon brought the present action in the Eastern District of 

Virginia alleging fraud and breach of the Agreement by LGR. LGR 

counterclaimed, alleging fraud, misrepresentation, breach of 

contract, intentional interference with contract and conspiracy 

by Canon. Canon now appeals from the district court’s order 

granting LGR’s motion for summary judgment on all of Canon’s 

fraud and breach of contract claims; denying Canon’s motion to 

dismiss or grant judgment on count I (breach of contract) of 

LGR’s counterclaim -- a count eventually dismissed without 

prejudice; and dismissing without prejudice counts III-V 

(misrepresentation and fraud) of LGR’s counterclaim. The 

district court’s order also granted Canon’s motion to dismiss 

counts II (intentional interference with contract) and VI 

(conspiracy) of LGR’s counterclaim. We conclude that all of 

Canon’s claims and all of LGR’s counterclaims are covered by the 

provisions governing “Disputes” in the parties’ February 2002 

2 
Settlement Agreement. Because these provisions foreclose 

appellate review of the disposition of district court 

determinations governing Disputes, we hold that Canon’s appeal 

is barred by contract. Accordingly, the appeal is dismissed. 

I. 

 Canon sells and leases photocopier equipment, fax 

machines, and other products to federal government agencies 

through its federal marketing division. LGR is a lease finance 

company that purchases equipment from distributors and delivers 

the equipment to end-user customers in exchange for assignment 

of the lease payment stream. In September 1993 Canon and LGR 

entered into a lease finance letter agreement under which Canon 

agreed to sell to LGR copy equipment to be leased to government 

and non-profit customers. In June 1998 Canon was awarded a 

Blanket Purchase Agreement (BPA) by the Defense Automated 

Printing Service (later renamed Document Automation Production 

Service) (DAPS) under which DAPS obtained photocopier equipment 

and related services. Pursuant to the BPA, Canon and LGR 

entered into approximately 1,500 lease transactions. The lease 

transactions proceeded as follows: A federal agency would issue 

to Canon a purchase order for the lease of equipment, which 

Canon would forward to LGR. LGR would commit to purchasing from 

Canon the equipment covered by the lease. Canon or its dealers 

3 
would install and maintain the equipment and invoice LGR. And, 

finally, LGR would invoice the federal lessee monthly and 

collect the lease payment stream. 

 Many of the leases that LGR financed included a 

requirement that Canon supply maintenance for the equipment as 

part of the monthly lease charge. Canon provided this 

maintenance through local dealers, which were independent 

businesses that sell and service Canon equipment. In exchange, 

LGR agreed to remit to Canon’s dealers the maintenance portion 

of each monthly lease payment it received. 

 In 2000 DAPS began withholding lease payments due to 

LGR. As a result, LGR became delinquent on its payments to 

Canon for the leased equipment and stopped remitting the 

maintenance portion of the lease payments to Canon’s dealers. 

In February 2001 Canon began issuing monthly payments or credits 

to its dealers to compensate them for the maintenance payments 

they should have received from LGR. In July of that year Canon 

sued LGR in the Eastern District of Virginia (Civ. Action No. 

01-1086). Canon sought to recover approximately $4.7 million 

that LGR allegedly owed for photocopier equipment it had agreed 

to purchase and also to recover payments and credits Canon had 

given to its local dealers in lieu of maintenance payments that 

LGR failed to remit. LGR counterclaimed against Canon for 

failure to buy back certain cancelled or defaulted leases. In 

4 
February 2002, shortly before trial, the parties entered into a 

Settlement Agreement which established a pool of unpaid LGR 

invoices (the Lease Payment Pool) whose revenues were to be 

placed in escrow to secure payment to Canon. 

 After the Settlement Agreement was signed, Canon 

claimed that LGR had misrepresented certain information relating 

to the size of the Lease Payment Pool and consequently the 

amount of money that would be available to Canon under the 

Agreement. In May 2003, at the parties’ request and in 

accordance with the Settlement Agreement, the district judge 

appointed a Special Master to “fully and finally reconcile the 

parties’ accounts and to calculate the final dollar amount due 

to Canon, net of all payments made by and credits due to Lease 

Group Resources, pursuant to the terms of the Settlement 

Agreement.” J.A. 150. 

 In September 2003, before the Special Master had 

completed his work, Canon initiated the present action (Civ. 

Action No. 03-1192) against LGR and its president, Luis G. 

Rogers, in the Eastern District of Virginia. This action was 

assigned to a different district judge. Canon’s new complaint 

alleged fraud and constructive fraud relating to the amount of 

unpaid invoices in the Lease Payment Pool and various breach of 

contract claims under the Settlement Agreement related to LGR’s 

alleged failure to make certain escrow payments, to pay 

5 
equipment invoices for certain undocumented and disputed leases, 

and to remit certain dealer payments and maintenance payments to 

Canon. LGR counterclaimed alleging, among other things, that 

Canon breached contractual obligations to LGR and made 

fraudulent or negligent misrepresentations by instructing 

federal lessees, including DAPS, to remit payments to Canon 

rather than LGR. The second district judge stayed the 

proceedings in this action pending the report of the Special 

Master in the first action, Civ. Action No. 01-1086. 

 In a Final Report dated July 22, 2005, and a 

Supplemental Report dated April 4, 2006, the Special Master 

resolved the factual disputes at issue in the first action. On 

May 31, 2006, the district judge in that action issued an order 

fully adopting the Special Master’s Supplemental Report. The 

Supplemental Report concluded that Canon was entitled to a total 

of $4,004,717 of which $2,862,899 would be paid over time 

through the Lease Payment Pool with the difference ($1,141,818) 

due immediately to Canon. The judge’s order adopting the 

Special Master’s Supplemental Report awarded a deficiency 

judgment to Canon for $1,141,818. 

 Following the May 2006 order that adopted the Special 

Master’s Supplemental Report in the first action, the (second) 

district judge vacated the stay in the present action. Canon 

therefore sought to use the findings from the Special Master’s 

6 
report in conjunction with a theory of collateral estoppel to 

move in the present action for summary judgment on all of its 

claims and to obtain a judgment against LGR for the $2,862,899 

deficiency. In May 2007 the judge denied Canon’s motion and 

granted LGR’s cross-motion for summary judgment, reasoning that 

all of Canon’s claims arose out of the same nucleus of common 

fact as those in the first action (Civ. Action No. 01-1086) and 

were thus barred by res judicata. The judge concluded that 

“[t]he [Lease Payment Pool] remains effective as the means of 

remitting the remaining amount of liability, and Canon maintains 

a right to draw the money owed from any lease payments made into 

the [Lease Payment Pool].” J.A. 481. Canon now appeals. We 

review a district court's grant or denial of a motion for 

summary judgment de novo. Nader v. Blair, 549 F.3d 953, 958 

(4th Cir. 2008). 

II. 

 Article 10 of the Settlement Agreement provides the 

“[s]ole and exclusive process” for settlements of “disputes” 

under the Agreement. J.A. 108. Section 10.1.1, titled 

“Disputes Generally” provides that 

Canon and LGR each acknowledges that disputes may 

arise between them concerning their respective rights 

and obligations under or relating to this Agreement 

(“Disputes”), including, but not limited to, the 

interpretation of documents, reconciliation and 

7 
confirmation of lists appended to or developed under 

this Agreement, and the payment of money. 

J.A. 108. Under section 10.1.3 “Canon and LGR each agrees and 

consents that the United States District Court for the Eastern 

District of Virginia will have sole and exclusive jurisdiction 

and venue to settle any and all Disputes” and that the parties 

“will not submit, file or litigate Disputes in any other forum.” 

J.A. 108. Pursuant to section 10.2 Canon and LGR agree to raise 

all Disputes with each other in writing and attempt to resolve 

them informally. In the event that this informal dispute 

resolution fails, section 10.3 permits submission of unresolved 

disputes to a Special Master. Section 10.4 provides that “[i]f 

either Canon or LGR do not agree with the decision of the 

Special Master,” they “may submit an objection to the Special 

Master’s decision in writing to the District Court for 

resolution.” J.A. 109. Finally, section 10.5 (titled “No 

Appeal to Court of Appeals”) provides that 

Canon and LGR each agrees that the decision of the 

District Court of a Dispute pursuant to Section 10.4 

will be final, binding and non-appealable. Canon and 

LGR each agrees that it may not and will not submit, 

file or litigate in the United States Court of Appeals 

for the Fourth Circuit, or elsewhere, an appeal of the 

District Court’s decision. Canon and LGR agree to 

abide by such orders, directions and instructions of 

the District Court’s decision in a Dispute. 

J.A. 109. 

8 
9 

 All of the parties’ claims and counterclaims in this 

case, properly construed, are covered by the Dispute resolution 

provisions of the Settlement Agreement. All of Canon’s fraud 

and breach of contract claims relate to the parties’ “respective 

rights and obligations under or relating to th[e] [Settlement] 

Agreement” and are consequently “disputes” under the Agreement. 

J.A. 108. Similarly, LGR’s fraud, misrepresentation and breach 

of contract claims pertain to the appropriate payment protocol 

under the Agreement and thus concern the “payment of money” 

under the Agreement. Article 10 provides the sole and exclusive 

process for resolving disputes. Consequently, all of Canon and 

LGR’s claims are governed by the express language of Article 10 

of the Settlement Agreement, and Article 10 forbids appellate 

review of a district court’s disposition of any dispute. 

Canon’s appeal is therefore 

DISMISSED.