UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

KEITH S. GIBBY,

Plaintiff-Appellant,

v.

No. 97-2051

INTERNATIONAL BUSINESS MACHINES

CORPORATION,

Defendant-Appellee.

Appeal from the United States District Court

for the District of Maryland, at Greenbelt.

Deborah K. Chasanow, District Judge.

(CA-96-2860-DKC)

Submitted: May 26, 1998

Decided: July 28, 1998

Before WILKINS and MICHAEL, Circuit Judges, and

PHILLIPS, Senior Circuit Judge.

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Affirmed by unpublished per curiam opinion.

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COUNSEL

Bruce M. Bender, VAN GRACK, AXELSON & WILLIAMOWSKY,

Rockville, Maryland, for Appellant. Theresa K. Mohan, INTERNATIONAL BUSINESS MACHINES CORPORATION, White Plains,

New York; Anthony Herman, Glen D. Weinstein, COVINGTON &

BURLING, Washington, D.C., for Appellee.

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Unpublished opinions are not binding precedent in this circuit. See

Local Rule 36(c).

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OPINION

PER CURIAM:

Keith S. Gibby appeals the district court's order dismissing his

civil action alleging breach of contract and related claims. For the reasons that follow, we affirm.

Gibby, while an employee of International Business Machines Corporation ("IBM"), submitted four sets of suggestions under a company "Suggestion Plan" ("Plan"). Under the Plan, IBM encouraged

employees to submit suggestions to the company and that if the company used the ideas it could, in its sole discretion, provide cash

awards to the submitting employee. As noted by the district court, the

Plan made it clear in unequivocal language and in several different

sections of the Plan that whether IBM used the idea and whether cash

would be awarded were within the sole discretion of the company.

In his complaint, Gibby alleged that he had submitted four sets of

ideas under the Plan and that despite the fact that IBM had used his

ideas he received no cash award; he initially sought relief for breach

of contract and negligent misrepresentation. In his motion to amend

the complaint, Gibby added claims for unjust enrichment and quantum meruit. In its order dismissing the action the district court granted

IBM's motion for judgment on the pleadings under Fed. R. Civ. P.

12(c) and denied Gibby's motion to amend, finding that Gibby's

claims failed as a matter of law. To uphold a dismissal for judgment

on the pleadings we must construe the allegations in the complaint

favorably to the plaintiff and "find beyond a doubt that the plaintiff

could prove no set of facts in support of his claim which would entitle

him to relief." Bruce v. Riddle, 631 F.2d 272, 273-74 (4th Cir. 1980)

(citation omitted).

We affirm the district court's dismissal because the clear language

of the Plan disclaimed any duty or obligation on behalf of IBM to

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make any cash award. In the context of an employment relationship

and based upon the clear language of the Plan, we agree with the district court that Gibby could prove no set of facts to support his claims

under Maryland law.* See Castiglione v. Johns Hopkins Hosp., 517

A.2d 786, 793-94 (Md. App. 1986) (denying contract claim in

employee manual where contractual intent expressly disclaimed);

Ward Dev. Co. v. Ingrao, 493 A.2d 421, 425-26 (Md. App. 1984)

(listing the elements of negligent misrepresentation including that

plaintiff justifiably takes action in reliance on statement by defendant); Bennett Heating & Air Conditioning, Inc. v. NationsBank, 654

A.2d 949, 956-57 (Md. App. 1995) (listing elements of unjust enrichment including the retention of benefits under such circumstances as

to make it inequitable for defendant to do so); Prince George's Co.

v. Chillum-Adelphi Volunteer Fire Dep't, 340 A.2d 265, 274 (Md.

1975) (holding that in claim for quantum meruit plaintiff must show

an agreement to pay for services).

Accordingly we affirm. See Bruce, 631 F.2d at 273-74. We dispense with oral argument as the facts and legal contentions raised by

the parties are adequately presented in the materials before the court

and argument would not aid the decisional process.

AFFIRMED

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*The parties do not dispute that the legal issues should be resolved

under Maryland law.

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