Midatlantic International Inc. v. Agc Flat Glass North America, Inc.

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 14-1316
MIDATLANTIC INTERNATIONAL INC.,
Plaintiff - Appellee,
v.
AGC FLAT GLASS NORTH AMERICA, INC.,
Defendant - Appellant.
Appeal from the United States District Court for the Eastern
District of Virginia, at Norfolk. Robert G. Doumar, Senior
District Judge. (2:12-cv-00169-RGD-LRL)
Submitted: October 31, 2014 Decided: November 19, 2014
Before KEENAN, Circuit Judge, and HAMILTON and DAVIS, Senior
Circuit Judges.
Affirmed by unpublished per curiam opinion.
Joseph M. Rainsbury, LECLAIRRYAN, Roanoke, Virginia; Charles M.
Sims, LECLAIRRYAN, Richmond, Virginia, for Appellant. James L.
Chapman, IV, Elaine I. Hogan, CRENSHAW, WARE & MARTIN, P.L.C.,
Norfolk, Virginia, for Appellee.
Unpublished opinions are not binding precedent in this circuit.

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PER CURIAM:
AGC Flat Glass North America, Inc. (“AGC”), appeals
the district court’s judgment entered pursuant to a jury verdict
awarding MidAtlantic International, Inc. (“MidAtlantic”)
$902,106.22 on MidAtlantic’s breach of contract claim. On
appeal, AGC argues that the district court erroneously
interpreted the contract’s “take-or-pay” clause, improperly
shifted the burden of proof on whether the goods conformed to
the contract, and denied it a fair trial. Finding no error, we
affirm.
We review de novo the denial of a Fed. R. Civ. P.
50(b) motion for a judgment as a matter of law, “viewing the
evidence in the light most favorable to the prevailing party,
and will affirm the denial of such a motion unless the jury
lacked a legally sufficient evidentiary basis for its verdict.”
Gregg v. Ham, 678 F.3d 333, 341 (4th Cir. 2012) (citation
omitted). In light of the district court’s diversity
jurisdiction and the contract provisions, Tennessee substantive
law governs this dispute. Erie R.R. Co. v. Tompkins, 304 U.S.
64, 78-80 (1938).
In construing the terms of a contract, the reviewing
court must “ascertain and give effect to the intent of the
parties.” Dick Broad. Co. of Tenn. v. Oak Ridge FM, 395 S.W.3d
653, 659 (Tenn. 2013) (internal quotation marks omitted).

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First, the court “determine[s] the parties’ intent by examining
the plain and ordinary meaning of the written words that are
contained within the four corners of the contract.” Id.
(internal quotation marks omitted). If the language is
unambiguous, it is “interpreted according to its plain terms and
ordinary meaning.” BSG v. Check Velocity, 395 S.W.3d 90, 93
(Tenn. 2012). “Contractual language is ambiguous only when it
is of uncertain meaning and may fairly be understood in more
ways than one.” Allstate Ins. Co. v. Watson, 195 S.W.3d 609,
611 (Tenn. 2006) (internal quotation marks omitted). Language
is not ambiguous, however, “merely because the parties differ as
to their interpretation of the language.” BSG, 395 S.W.3d at
93.
We conclude that the “take-or-pay” clause here is
ambiguous, as the language lends itself to two reasonable
interpretations of when AGC purchased the dolomite at issue.
Because the contract language is ambiguous, this Court may look
to parol evidence to determine the intent of the parties.
Allstate Ins. Co., 195 S.W.3d at 612. Parol evidence includes
the circumstances in which the contract was made; the parties’
conduct and statements related to the disputed provision; and
“the parties’ actions in carrying out the contract.” Hughes v.
New Life Dev. Corp., 387 S.W.3d 453, 465 (Tenn. 2012); Allstate
Ins. Co., 195 S.W.3d at 612. From the evidence here, it is

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clear that the parties understood and intended the clause to
apply when AGC ordered a shipload of dolomite. AGC’s employees
manifested an understanding that the clause was triggered when a
shipload of dolomite was ordered and the context of the
negotiations indicates this was the understanding of the
parties. Therefore, we conclude that the district court’s
interpretation of the contract was correct.
Next, AGC asserts that the district court abused its
discretion when it refused to instruct the jury that MidAtlantic
was required to prove the contract was enforceable at the time
AGC stopped buying dolomite. This argument simply challenges
the district court’s interpretation of the contract. The court
instructed the jury that MidAtlantic was required to prove that
AGC called for or authorized the shipment of dolomite in 2011,
when the contract was enforceable. We therefore discern no
abuse of discretion when the court did not specifically instruct
the jury that MidAtlantic was required to prove the contract was
enforceable at the time AGC stopped buying dolomite.
AGC also challenges the district court’s instruction
shifting the burden of proving that the dolomite failed to
conform to the contract’s specifications. In determining
whether the district court erred in instructing the jury, we
review the trial court’s jury instructions as a whole and in the
context of the entire charge. Rowland v. Am. Gen. Fin., Inc.,

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340 F.3d 187, 191 (4th Cir. 2003). “Instructions will be
considered adequate if construed as a whole, and in light of the
whole record, they adequately inform the jury of the controlling
legal principles without misleading or confusing the jury to the
prejudice of the objecting party.” Id. (internal quotation
marks and alterations omitted). Where a party objects to an
instruction actually given or the trial court’s failure to give
a requested instruction, this Court reviews for abuse of
discretion. King v. McMillan, 594 F.3d 301, 311 (4th Cir.
2010). Tennessee law places the burden on the buyer to prove
“any breach with respect to the goods accepted.” Tenn. Code
Ann. § 47-2-607(4) (West 2014).
We conclude the burden was properly placed on AGC.
The contract indicated that AGC breached the take-or-pay clause
if it ordered a shipment of dolomite and stopped buying that
dolomite for whatever reason. The court therefore instructed
the jury that MidAtlantic was required to prove that AGC
breached the contract by ordering a shipload of dolomite and
failing to pay for it for whatever reason. The district court
then shifted the burden to AGC to prove that it had an excuse
for its nonperformance, i.e., that the goods were nonconforming.
Finally, AGC asserts that the district court deprived
it of a fair trial by interrupting its examination of key
witnesses, asking improper leading questions designed to elicit

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information favorable to MidAtlantic, and expressing hostility
towards AGC’s counsel. Generally, “[q]uestions of trial
management are quintessentially the province of the district
courts.” United States v. Smith, 452 F.3d 323, 332 (4th Cir.
2006). The district court has two responsibilities in trial
oversight — ensuring that “matters are clearly presented to the
jury” and preventing “trials from becoming protracted and costly
affairs.” Id. The court “must exercise reasonable control over
the interrogation of witnesses and the presentation of evidence
in order to ensure the effective determination of the truth
[and] to avoid needless waste of time in the presentation of a
case.” United States v. Castner, 50 F.3d 1267, 1272 (4th Cir.
1995) (internal quotation marks omitted). We grant a new trial
only “if the resulting prejudice was so great that it denied
. . . the appellants a fair, as distinguished from a perfect,
trial.” United States v. Villarini, 238 F.3d 530, 536 (4th Cir.
2001) (internal quotation marks omitted). We review whether the
district court’s conduct deprived a party of a fair trial for
abuse of discretion. Castner, 50 F.3d at 1272.
We find no conduct here that deprived AGC of a fair
trial. The court was actively engaged in the trial, asking
questions of witnesses in an attempt to clarify their testimony
or condense it to the relevant information. Although the court
expressed frustration with AGC’s counsel on several occasions,

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“expressions of impatience, dissatisfaction, annoyance, and even
anger, that are within the bounds of what imperfect men and
women, even after having been confirmed as federal judges,
sometimes display,” do not establish bias or partiality.
Liteky v. United States, 510 U.S. 540, 555-56 (1994). Moreover,
we note the court also expressed similar frustration with
counsel for MidAtlantic.
While the court held AGC’s counsel in contempt in the
presence of the jury, the court quickly acted to limit any
prejudice. The court informed the jurors that its admonition of
counsel was not an indication of its support for either side and
explained why it held counsel in contempt. The court further
remedied any prejudice from its remarks by explaining several
times that its remarks and rebukes were not an indication of its
support for either side.
Accordingly, we affirm the district court’s judgment.
We deny AGC’s motion to for leave to file an addendum. We
dispense with oral argument because the facts and legal
contentions are adequately presented in the material before this
court and argument will not aid the decisional process.
AFFIRMED

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