UNPUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT

W OOTTON E NTERPRISES ,

I NCORPORATED , a Maryland

Corporation, Plaintiff-Appellant,

v. S UBARU OF A MERICA , I NCORPORATED ,

a New Jersey Corporation, Defendant-Appellee, No. 01-1408 and F UJI H EAVY I NDUSTRIES , L IMITED , a

Japanese Corporation; S UBARU -I SUZU

A UTOMOTIVE , I NCORPORATED , a New

Jersey Corporation; S UBARU OF

A MERICA , I NCORPORATED S OUTHEAST

R EGION , a New Jersey Corporation, Defendants. Appeal from the United States District Court

for the District of Maryland, at Baltimore.

Andre M. Davis, District Judge. (CA-99-810-AMD)

Argued: November 1, 2001

Decided: April 17, 2002 Before WIDENER and MICHAEL, Circuit Judges, and

Frank J. MAGILL, Senior Circuit Judge of the

United States Court of Appeals for the Eighth Circuit, sitting by designation.

Affirmed by unpublished opinion. Senior Judge Magill wrote the

opinion, in which Judge Widener and Judge Michael joined. COUNSEL ARGUED: Benjamin T. Riddles, II, WATT, TIEDER, HOFFAR &

FITZGERALD, L.L.P., McLean, Virginia, for Appellant. Kathleen A. Ellis, PIPER, MARBURY, RUDNICK & WOLFE, L.L.P., Baltimore,

Maryland, for Appellee. ON BRIEF: Akin Mahmut Alcitepe,

WATT, TIEDER, HOFFAR & FITZGERALD, L.L.P., McLean, Vir-

ginia, for Appellant. Jeffrey D. Herschman, PIPER, MARBURY,

RUDNICK & WOLFE, L.L.P., Baltimore, Maryland, for Appellee.

Unpublished opinions are not binding precedent in this circuit. See

Local Rule 36(c). OPINION MAGILL, Senior Circuit Judge:

Wootton Enterprises, Inc. ("Wootton"), a Maryland automobile

dealership, brought this action against Subaru of America, Inc. ("Subaru"), 1 an automobile distributor, alleging numerous claims aris-

ing from a franchise agreement between the parties. Wootton appeals

the district court's dismissal of a number of its claims pursuant to

Federal Rule of Civil Procedure 12(b)(6) and the district court's final

order granting summary judgment to Subaru. For the reasons stated

below, we affirm.

Wootton's original and First Amended Complaint named Subaru,

Fuji, Subaru-Isuzu Automotive, Inc., and the Southeast Region of Subaru

of America, Inc., a division of Subaru, as defendants. Prior to the filing

of Wootton's Second Amended Complaint, Defendants Fuji, Subaru-

Isuzu, and the Southeast Region were dismissed. Thus, Subaru is the sole

defendant in this action.

I. Factual Background The facts of this case are set forth in some detail in the district

court's opinion. See Wootton Enters., Inc. v. Subaru of Am., Inc. , 134

F. Supp. 2d 698 (D. Md. 2001). We will highlight them here as neces-

sary to our discussion.

David W. Wootton has operated Wootton as a family-owned auto-

mobile dealership for approximately thirty-three years. Between 1977

and December 2000, Wootton and Subaru were signatories to a series

of franchise agreements pursuant to which Wootton operated a Sub-

aru retail outlet in Pasadena, Maryland. Wootton's dealership is

located within Subaru's Southeast Region, District 10, and is one of

eleven dealers located in the district.

Sometime around 1995, when Subaru sales were experiencing a

nationwide decline, the manufacturer of Subarus made a strategic

decision to enter the all-wheel-drive market. To reflect this manufac-

turing shift, Subaru modified its marketing plans. One such market

plan, prepared in 1995, included a recommendation to relocate Sub-

aru's Pasadena dealership (i.e., Wootton's franchise) to Glen Burnie,

Maryland. Prior to this litigation, Subaru did not share this report or

this particular recommendation with Wootton.

In October 1997, and again in March 1998, representatives from

Subaru management met with Mr. Wootton and Ron Lane, general

manager of Wootton, to discuss Wootton's sales performance. During

both of these meetings, Subaru asked Mr. Wootton if he was inter-

ested in voluntarily relinquishing his Subaru franchise. In both

instances, Mr. Wootton refused. Following the March 1998 meeting,

General Manager Lane wrote Michael Rusnak, Subaru's market

development manager, raising numerous concerns about Subaru's

treatment of Wootton and requesting from Subaru various informa-

tion. Subaru Southeast Regional Vice President H.H. Purcell

responded to General Manager Lane's letter with an invitation for Mr. Wootton and General Manager Lane to come to Subaru's regional

headquarters in Atlanta to discuss their concerns.

On May 12, 1998, the parties met in Atlanta and discussed Woot- ton's performance and facilities as well as Subaru's ability to assist

Wootton. Subaru confirmed the issues discussed and the agreements

reached during this meeting in a letter dated May 13, 1998 (the "Let-

ter"). According to the Letter, Wootton committed (1) to undertake a

significant up-grade and improvement of its current facility, (2) to

strive to capture 55-60% of the Subaru business sold within its Area

of Responsibility, 2 and (3) to continue its management focus on train-

ing to improve customer handling. In addition, the Letter states that

Mr. Wootton confirmed during the meeting that Wootton's sales goal

was fifteen units per month and that this goal was reasonable. Mr. Lane, however, denies that he or Mr. Wootton ever made this last repre-

sentation. 3

The Letter also outlines the commitments Subaru made to Woot-

ton. Specifically, Subaru promised Wootton: (1) to provide it with an

additional five vehicles from the next allocation pool to ensure suffi-

cient inventory on a going forward basis to sell fifteen units per

month, (2) to install a sign, (3) to provide advertising/promotion rec-

ommendations, and (4) to be consistent in its support of Wootton's

efforts to accomplish its sales objectives. Finally, in the closing para-

graph of the Letter, Subaru states that Wootton's task is to sell, at a

minimum, fifteen units per month and Subaru "will put [Wootton] in

a position to accomplish that task." In closing, however, the Letter

states, "The ultimate success of that accomplishment is in [Woot-

ton's] hands."

Following the meeting, on June 19, 1998, Wootton entered into its

final franchise agreement with Subaru, effective as of March 1, 1998,

for an additional two-year term (hereinafter the "1998 Franchise

Agreement"). The 1998 Franchise Agreement consists of three inter-

related documents: (1) a nonexclusive Dealership Agreement, which

The franchise agreement between Wootton and Subaru assigns Woot-

ton a primary market, or "Area of Responsibility," which encompasses

several United States postal zip codes within the Baltimore-Anne Arun-

del County areas of Maryland.

Because Wootton acknowledged that it received and read the Letter

but did nothing to refute it, the district court concluded, as a matter of

law, that a 1998 sales objective of fifteen vehicles per month was reason-

able and specifically agreed to be so by Wootton. Wootton , 134 F. Supp.

d at 709.

expressly incorporates (2) the Subaru Standard Provisions, which in

turn incorporates (3) the Dealer National Operating Standards Man-

ual. The 1998 Franchise Agreement set Wootton's "Planning Volume" 4

at 245 vehicles per year. Pursuant to the Standard Provisions, Subaru

is to allocate its new vehicles equitably among its dealers using fac-

tors such as inventory levels and sales performance.

After executing the 1998 Franchise Agreement, Wootton's sales

performance briefly improved and Subaru fulfilled its promises to

install a sign and provide Wootton with an additional five vehicles.

In September 1998, however, Wootton's sales began to decline and

continued to be well below fifteen vehicles per month through Febru-

ary 1999. Wootton filed this lawsuit in March 1999. While this litiga-

tion was pending, the 1998 Franchise Agreement was extended by the

parties through December 31, 2000. Wootton sold its Subaru Dealer-

ship, with Subaru's consent, to a dealer in Glen Burnie, Maryland, on

December 22, 2000, but continues to operate a Volkswagen franchise

at its Pasadena location.

II. Procedural Background & Issues on Appeal

On March 23, 1999, Wootton filed its original complaint in the dis-

trict court. The next day, Wootton filed a First Amended Complaint.

On August 16, 1999, the district court granted in part and denied in

part Subaru's motion to dismiss and ordered Wootton to file a second

amended complaint. In its order, the district court ruled that any

claims based on facts in existence before the effective date of the

8 Franchise Agreement were barred because of the valid and

enforceable release provision contained in prior agreements. Conse-

quently, Wootton could pursue only those claims arising from Sub-

aru's acts and omissions occurring after the March 1, 1998 effective

date of the 1998 Franchise Agreement. This order is not challenged

in this appeal.

According to Section 2.10 of the Standard Provisions, the term "Plan-

ning Volume" means the proportionate number of vehicles which, if sold

by Wootton within its Area of Responsibility in a twelve-month period,

would equal a market penetration level selected by Subaru as appropriate

for the area. Planning Volume, however, is not intended to be a measure

of a dealer's sales performance. Standard Provisions, § 2.10.

On September 10, 1999, Wootton filed a Second Amended Com-

plaint ("SAC"), 5 including the following allegations: (1) breach of

contract, including fifteen sub-counts; (2) fraud; (3) violation of the

Automobile Dealers' Day in Court Act ("ADDCA"), 15 U.S.C. 1221 et seq. ; 6 (4) violation of Section 15-207(c) of the Maryland

Transportation Code; (5) violation of Section 15-207(d) of the Mary-

land Transportation Code; (6) violation of Section 15-207(e)(2) of the

Maryland Transportation Code; (7) intentional interference with pro-

spective economic advantage; (8) violation of the Robinson-Patman

Act, 15 U.S.C. 13(b); and (9) violation of the Maryland Antitrust

Act, Md. Code § 11-204(a)(4). On September 27, 1999, Subaru filed

a motion to dismiss Wootton's SAC for failure to state a claim upon

which relief may be granted pursuant to Rule 12(b)(6) of the Federal

Rules of Civil Procedure. On March 17, 2000, the district court

granted in part and denied in part Subaru's 12(b)(6) motion.

After the district court's March 17, 2000 ruling, the following

claims remained: (1) seven of the fifteen material breaches of contract

allegations; (2) fraud; and (3) violations of the ADDCA and its Mary-

land counterpart, but only with respect to the alleged demands by

Subaru that Wootton meet unattainable sales objectives when read in

conjunction with Subaru's alleged threats to terminate Wootton's

franchise or take Wootton to court.

On June 28, 2000, Wootton filed a motion to compel the produc-

tion of documents. The district court denied this motion, without prej-

udice, on July 18, 2000. On August 28, 2000, Subaru filed a motion

for summary judgment. On February 28, 2001, following a motion

hearing and supplemental briefing from both parties, the district court

granted summary judgment for Subaru on all of Wootton's remaining

counts. See Wootton , 134 F. Supp. 2d 698.

On appeal, Wootton contends that the district court erred in grant-

ing summary judgment on its claims alleging: (1) breach of contract,

Wootton's SAC spans some 52 pages, including 149 paragraphs, and

nine separately stated counts, most with "sub-counts" and "sub-sub-

counts."

The fifteen sub-counts of Wootton's breach of contract claim serve as

the basis for Wootton's ADDCA claim.

including claims alleging (i) the delayed shipment of vehicles, SAC,

  (c) and (d), (ii) the setting of unattainable sales objectives and

withholding of inventory, SAC, 101(h), (iii) the failure to provide

information, SAC, 101(j), and (iv) the making of repeated threats of

termination, SAC, 101(k), (l), and (m); (2) fraud in the inducement

and in the administration of the contract; and (3) violations of the

ADDCA and Maryland Transportation Act. Wootton also challenges the district court's dismissal of a signifi-

cant number of its claims pursuant to Rule 12(b)(6). Specifically,

Wootton appeals the dismissal of eight of its fifteen breach of contract

claims, the dismissal of its claims alleging violations of the ADDCA

and Maryland Transportation Code, and the dismissal of its claims

alleging violations of the Robinson-Patman Act and Maryland Anti-

trust Act. Lastly, Wootton appeals the district court's July 18, 2000 denial of

its motion to compel Subaru to produce documents pertaining to the

allocation of inventory and sales of Wootton's rival dealerships. III. Summary Judgment We review the district court's summary judgment decision de

novo, viewing the record in the light most favorable to the nonmoving

party, here Wootton. Hooven-Lewis v. Caldera , 249 F.3d 259, 265

(4th Cir. 2001). Rule 56(c) of the Federal Rules of Civil Procedure

provides that summary judgment is appropriate when there is no gen-

uine issue as to any material fact and the moving party is entitled to

judgment as a matter of law. See Fed. R. Civ. P. 56(c).

Wootton argues that the district court erred in granting summary

judgment for Subaru regarding each of the following claims: (1)

breach of the 1998 Franchise Agreement in that Subaru delayed

Wootton's receipt of inventory, supplied Wootton with inadequate

and undesirable inventory, withheld information from Wootton, and

threatened Wootton's termination; (2) common law fraud in that Sub-

aru induced Wootton to renew the franchise agreement through the

use of false representations about its intentions; and (3) violations of

the ADDCA and the Maryland Transportation Code. We have little to add to the extensive and well-reasoned opinion of the district court

granting summary judgment to Subaru and see no need to repeat the

district court's thorough analysis. See Wootton , 134 F. Supp. 2d 698.

The 1998 Franchise Agreement at issue in this case imposes few

clear obligations on Subaru, and the evidence in the record regarding

Wootton's breach of contract allegations is insufficient to avoid sum-

mary judgment. The one provision in the 1998 Franchise Agreement

that does address the delivery of vehicles is a broad exculpatory

clause, which "covers all contingencies, foreseen and unforeseen,

from acts of God to business mismanagement." Id. at 706; see Stan-

dard Provisions § 10.12. The 1998 Franchise Agreement is essentially

silent as to the method whereby Subaru is to allocate vehicles to its

dealers. And, the 1998 Franchise Agreement provides Subaru with

wide discretion and control over its market information. See Standard

Provisions § 18.4 (Subaru required to notify dealer of proposed

change in market representation plan after conducting market studies,

but no requirement that Subaru provide dealer with market study).

Finally, Wootton's breach of contract claim based on an allegation of

threats of termination is not cognizable because Subaru never did in

fact terminate Wootton's dealership.

In alleging that Subaru committed fraud, Wootton argues that in

reliance on Subaru's promise to put Wootton in a position to meet its

sales goals, it agreed to enter into the 1998 Franchise Agreement. 7

Even assuming arguendo that such a vague promise could be

enforced, Wootton's claim fails because Wootton failed to establish

that its reliance on this "promise" was justified. See VF Corp. v. Wrexham Aviation Corp. , 715 A.2d 188, 193 (Md. 1998) (prima facie

case of fraud requires plaintiff to prove that he relied on misrepresen-

tation and reliance was justified). Subaru's alleged "promise" was not

an insurance policy for Wootton's success. In the May 13, 1998 Let-

ter, Subaru explicitly warns Wootton that "[t]he ultimate success of

[accomplishing your sales goal] is in your hands." Thus, it was not

reasonable for Wootton to assume otherwise.

Finally, an automobile dealer may bring suit under the ADDCA or

The "promise" on which Wootton allegedly relied is contained in the

May 13, 1998 Letter.

the Maryland Transportation Act 8 when the automobile manufacturer

fails "to act in good faith in performing or complying with any of the

terms or provisions of the franchise, or in terminating, canceling, or

not renewing the franchise." 15 U.S.C. 1222 (1994). "Good faith"

is defined as "the duty . . . to act in a fair and equitable manner

. . . so as to guarantee the one party freedom from coercion, intimida-

tion, or threats of coercion or intimidation from the other party:

Provided , That recommendation, endorsement, exposition, persua-

sion, urging or argument shall not be deemed to constitute a lack of

good faith." 15 U.S.C. 1221(e) (1994).

In David R. McGeorge Car Co. v. Leyland Motor Sales, Inc. , 504

F.2d 52, 55-56 (4th Cir. 1974), we construed good faith under the

ADDCA to mean more than mere unfairness in that it "must be deter-

mined in the context of actual or threatened coercion or intimidation."

For purposes of the ADDCA, only when a manufacturer's conduct

amounts to actual or threatened coercion or intimidation does a manu-

facturer fail to act in good faith. E. Auto Distribs., Inc. v. Peugeot

Motors of Am., Inc. , 795 F.2d 329, 336 (4th Cir. 1986). Moreover,

"coercion or intimidation must include a wrongful demand accompa-

nied by the threat of sanctions for noncompliance." Colonial Dodge,

The analysis under the Maryland Transportation Act is substantially

the same as the analysis under the ADDCA. See, e.g. , Colonial Dodge,

Inc. v. Chrysler Corp. , 11 F. Supp. 2d 737, 744 (D. Md. 1996), aff'd , 121

F.3d 697 (4th Cir. 1997) (coercion under both the state statute and the

ADDCA embody same concept and same analysis applies); Cemar, Inc. v. Nissan Motor Corp. , 713 F. Supp. 725, 730 (D. Del. 1989) (same anal-

ysis applies to ADDCA and Maryland Transportation Act claims); Ant-

werpen Dodge, Ltd. v. Herb Gordon Auto World, Inc. , 699 A.2d 1209,

9 (Md. Ct. Spec. App. 1997) ("concept of coercion [under Maryland

Transportation Act] similar to that utilized in the [ADDCA]"). In addi-

tion, the Maryland Transportation Act defines coercion and lack of good

faith using the same terms as the ADDCA. Compare Md. Code Ann.,

Transp. § 15-207(a)(2)(ii) ("`Coerce' does not include to argue,

urge, recommend, or persuade"), with 15 U.S.C. 1221(e)

("[R]ecommendation, endorsement, exposition, persuasion, urging or

argument shall not be deemed to constitute lack of good faith.").

Inc. v. Chrysler Corp. , 11 F. Supp. 2d 737, 743 (D. Md. 1996), aff'd ,

F.3d 697 (4th Cir. 1997). 9

After reviewing the entire record, we are drawn to the same conclu-

sion as the district court: "[E]ven if Subaru threatened termination,

such threats were not causally related to any wrongful act or

demand." Wootton , 134 F. Supp. 2d at 717. Thus, we find no revers-

ible error in the district court's well-reasoned opinion granting sum-

mary judgment to Subaru. IV. Motion to Dismiss We review dismissals for failure to state a claim de novo, taking

the facts as stated in the complaint as true. GE Inv. Private Placement

Partners II v. Parker , 247 F.3d 543, 548 (4th Cir. 2001). This court

should not affirm a Rule 12(b)(6) motion unless "it is clear that no

relief could be granted under any set of facts that could be proved

consistent with the allegations." Id. (internal citations omitted).

In its SAC, Wootton identifies fifteen (excluding sub-parts) alleged

material breaches of the 1998 Franchise Agreement by Subaru. In its

March 17, 2000 Order, the district court dismissed, pursuant to Rule

  (b)(6), eight of these claims. On appeal, and at oral argument,

Wootton essentially challenges the district court's dismissal of two of

these claims: 101(a) of its SAC alleging that Subaru engaged in an

unfair, discriminatory, and anti-competitive allocation of new vehi-

The majority of our sister circuits have adopted the wrongful demand

requirement. See Bob Willow Motors, Inc. v. Gen. Motors Corp. , 872

F.2d 788, 796 (7th Cir. 1989) (failure to act in good faith "requires a

wrongful demand enforced by coercion or intimidation"); Dreiling v. Peugeot Motors of America, Inc. , 850 F.2d 1373, 1379 (10th Cir. 1988)

  (same); Empire Volkswagen Inc. v. World-Wide Volkswagen Corp. , 814

F.2d 90, 95-96 (2d Cir. 1987) (same); Wallace Motor Sales, Inc. v. Am. Motor Sales Corp. , 780 F.2d 1049, 1056 (1st Cir. 1985) (same); Am. Motor Sales Corp. v. Runke , 708 F.2d 202, 207 (6th Cir. 1983) (same);

H.C. Blackwell Co. v. Kenworth Truck Co. , 620 F.2d 104, 107 (5th Cir. 0) (same); Francis Chevrolet Co. v. Gen. Motors Corp. , 602 F.2d

, 229 (8th Cir. 1979) (same); Autohaus Brugger, Inc. v. Saab Motors,

Inc. , 567 F.2d 901, 911 (9th Cir. 1978) (same); Rea v. Ford Motor Co. ,

F.2d 577, 585 (3d Cir. 1974) (same).

cles scheme; and 101(b) of its SAC, alleging that Subaru afforded

an unfair, unmerited, and anti-competitive advantage to Wootton's

competitors by providing Wootton's competitors with a larger quan-

tity of inventory including the choicest selling models and colors.

Wootton strenuously argues in its brief and at oral argument that

this discriminatory allocation is evidenced by the fact that in May and

June 1998, Annapolis Subaru, one of Wootton's competitors, had

more vehicles on its lot than Wootton did, an allegation that Wootton

claims it sufficiently plead in its SAC. The district court, however,

concluded that this allegation fails to state a claim upon which relief

may be granted because, even if such an allegation was proven true,

the fact that Wootton's competitor had more vehicles than Wootton

at specific points in time fails to allege any allegations, that if proven,

would establish that Wootton was entitled to receive more vehicles

than its competitors in light of Wootton's "inventory levels and sales

performance." In other words, the district court found that because

Wootton alleged no factual basis for a claim that it was not treated on

"proportionately equal terms" as its competitors, its breach of contract

claims alleging inequitable distribution of inventory failed to state a

claim upon which relief may be granted.

Even if we were to assume arguendo that Wootton's SAC, which

alleges that Annapolis Subaru had more vehicles on its lot in May and

June 1998 than Wootton did, was sufficient to state a claim upon

which relief could be granted, 10 we nevertheless find no reversible

error. The heart of Wootton's complaint is that it received an unfair

allocation of vehicles both in relation to its sales objectives (i.e., SAC,

  (a)) and its competitors (i.e., SAC, 101(b)). In arguing that

these "unfair" allocations were a breach of contract, Wootton must

rely on Section 11.3 of the Standard Provisions, which requires Sub-

aru to allocate its products "equitably," using such factors as prior "in-

ventory levels and sales performance."

Wootton's first claim that it received an unfair allocation of vehi-

cles in relation to its sales objectives (i.e., SAC, 101(a)), which was

dismissed by the district court pursuant to Rule 12(b)(6), was actually

We need not reach this question, however, and therefore express no

opinion on this issue.

extensively litigated by the district court at the summary judgment

stage. In particular, the district court's analysis of Wootton's unfair

allocation of vehicles claim spans some four pages and concludes that

Wootton failed to demonstrate that it received anything other than the

inventory to which it was entitled to receive under the 1998 Franchise

Agreement based on Wootton's past sales and inventory levels. Woot-

ton , 134 F. Supp. 2d at 707-11. Thus, even though the district court

dismissed Wootton's unfair allocation claim (i.e., SAC, 101(a)) at

the 12(b)(6) stage, this claim remained at the center of Wootton's

complaint and was fully litigated at the summary judgment stage.

Finding no error in the district court's conclusion that Wootton

received the number of vehicles that it was entitled to receive, we find

no reversible error.

For similar reasons, we find no reversible error in the district

court's Rule 12(b)(6) dismissal of Wootton's second claim that it

received an unfair allocation of vehicles in relation to its competitors

(i.e., SAC, 101(b)). In particular, under the terms of the 1998 Fran-

chise Agreement, the only way in which Wootton's claim that it

received fewer vehicles than its competitors could be sustained would

be if Wootton were able to demonstrate that it received fewer vehicles

than it was entitled to receive, while its competitors received more

vehicles than they were entitled to receive. Thus, this claim leads us

right back to the same question that Wootton was afforded the oppor-

tunity to litigate, i.e., did Wootton receive all of the vehicles to which

it was entitled under the 1998 Franchise Agreement. Because Woot-

ton failed to demonstrate that it was entitled to receive more vehicles

than it actually received, it is irrelevant whether Wootton was

afforded the opportunity to litigate the question whether Wootton's

competitors received more vehicles than Wootton. Even if Wootton

had been afforded the opportunity to demonstrate that its competitors

received more vehicles than it did, Wootton remains unable to dem-

onstrate actual injury because it received all of the vehicles to which

it was entitled. Thus, even if the district court's decision to dismiss

Wootton's claim alleging that it received fewer vehicles than its com-

petitors at the 12(b)(6) stage was in error, any error was harmless. See

Fed. R. Civ. P. 61 (no error or defect in any ruling or order, or in any

action by the court, is grounds for disturbing a judgment or order

unless failing to do so would be inconsistent with substantial justice).

In addition, having reviewed the record and the district court's

opinion, we find no reversible error in the district court's decision dis-

missing Wootton's numerous other claims for failure to state a claim

upon which relief may be granted. Finally, we find that the district

court did not abuse its discretion regarding the scope of discovery or

in denying Wootton's motion to compel. See Wells v. Liddy , 186 F.3d

, 518 n.12 (4th Cir. 1999). V. Conclusion For the foregoing reasons, we affirm the judgments of the district court in all respects. AFFIRMED