Andrew W. Naden v.  SAGA SOFTWARE, INCORPORATED, formerly known as Software AG Americas

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
 ANDREW W. NADEN,
Plaintiff-Appellant,
v.
No. 00-2549  SAGA SOFTWARE, INCORPORATED,
formerly known as Software AG
Americas,
Defendant-Appellee. 
Appeal from the United States District Court
for the District of Maryland, at Baltimore.
Andre M. Davis, District Judge.
(CA-00-502-AMD)
Argued: May 9, 2001
Decided: June 15, 2001
Before LUTTIG, MOTZ, and KING, Circuit Judges.
Affirmed by unpublished per curiam opinion.
COUNSEL
ARGUED: Thomas Joseph Dolina, BODIE, NAGLE, DOLINA,
SMITH & HOBBS, P.A., Towson, Maryland, for Appellant. Dino
Santo Sangiamo, VENABLE, BAETJER & HOWARD, L.L.P., Balti-
more, Maryland, for Appellee. ON BRIEF: Mark D. Maneche, Sally
W. Bryan, VENABLE, BAETJER & HOWARD, L.L.P., Baltimore,
Maryland, for Appellee.

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Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).
OPINION
PER CURIAM:
Andrew Naden appeals the district court’s grant of summary judg-
ment to SAGA Software, Inc. ("SAGA") on his claims for violation
of the Maryland Wage Payment and Collection Law ("Maryland
Wage Law"), Md. Code Ann., Lab. & Empl. § 3-501 et seq., and for
breach of contract. He also appeals the district court’s denial of his
untimely motion for leave to amend his complaint. For the reasons
that follow, we affirm.
I.
Naden was employed as a sales representative for SAGA. After
extensive negotiations, Naden and SAGA entered into a written com-
pensation plan entitled the "1998 Platinum Accounts Enterprise Exec-
utive Sales Compensation Plan" ("Platinum Plan"). J.A. 15. The
Platinum Plan entitled Naden, in his role as an Enterprise Executive,
to a five-percent commission on orders of $10,000,000 or less and a
six-percent commission rate on any orders exceeding $10,000,000.
J.A. 18.
In addition to his work as an Enterprise Executive, Naden was
appointed to the position of Acting Solutions Director approximately
a year after he commenced his employment with SAGA, and he
served in both capacities until his termination on November 11, 1998.
J.A. 209. Shortly after Naden’s discharge, SAGA compensated him
for the sales he made as Solutions Director by sending him a check
in the amount of $31,787, representing the lesser 0.2% commission
rate that the company ordinarily pays for Solutions Director work.
J.A. 209.
Naden subsequently filed a two-count complaint against SAGA for
unpaid commissions under the Platinum Plan, alleging that SAGA
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breached its contract with him and violated the Maryland Wage Law
in failing to compensate him for his work. J.A. 9-14. The district court
granted summary judgment to SAGA on both claims, and denied
Naden’s untimely motion for leave to amend his complaint. J.A. 157.
The district court also denied Naden’s motion for reconsideration,
J.A. 158, and this appeal followed.
II.
Naden first argues that the district court abused its discretion in
denying his motion for leave to amend the complaint. The district
court denied the motion on two independent grounds: (1) Naden
failed to meet the "good cause" standard for modification of the dis-
trict court’s scheduling order under Fed. R. Civ. P. 16(b), J.A. 148-51;
and (2) Naden did not satisfy even the liberal standard for amendment
under Fed. R. Civ. P. 15(a) — namely, that "leave shall be freely
given when justice so requires." J.A. 151-54.
We have previously held that undue delay "accompanied by futility
or prejudice to the non-movant" is "a sufficient reason" for denying
leave to amend under Rule 15(a). HealthSouth Rehabilitation Hosp.
v. American Nat’l Red Cross, 101 F.3d 1005, 1010 (4th Cir. 1996)
(citing Deasy v. Hill, 833 F.2d 38, 40 (4th Cir. 1987)). The district
court found undue delay because "Plaintiff’s motion was filed four
months after the Scheduling Order’s deadline for amendment of
pleadings without explanation." J.A. 151 (citing National Bank of
Washington v. Pearson, 863 F.2d 322, 328 (4th Cir. 1988) (explain-
ing that undue delay can be inferred from the absence of explanation
for the delay)). The district court also made a specific finding of prej-
udice because Naden did not seek leave to amend until after SAGA
filed its motion for summary judgment — even though his amend-
ment was based "on facts known to [him] at the time he commenced
this lawsuit" — and thus SAGA "relied on the original pleading in
conducting discovery and preparing its motion for summary judg-
ment." J.A. 152-53. Under these circumstances, we cannot say that
the district court abused its discretion in denying Naden’s motion for
leave to amend the complaint.
Accordingly, without expressing any view regarding whether the
"good cause" standard of Rule 16(b) applies when a plaintiff fails to
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submit his motion to amend prior to the deadline in the district court’s
scheduling order, we affirm on the district court’s reasoning that
Naden’s motion did not satisfy the standard for amendment in Rule
15(a).
III.
Naden also argues that the district court erred in granting summary
judgment on the Maryland Wage Law and breach of contract claims
alleged in his complaint. Naden’s complaint states only a single
source for the recovery of unpaid commissions: The Platinum Plan.
J.A. 13 ("SAGA has materially breached the contract by failing to pay
Naden all but $31,787 dollars due and owing Naden under the Plati-
num Plan.") (emphasis added). We agree with the district court that,
viewing the evidence in a light most favorable to Naden, he cannot
recover any commissions under the Platinum Plan.
First, it is undisputed that Naden was paid in accordance with the
terms of the Platinum Plan for all his work as an Enterprise Executive
with the exception of a single transaction — the sale of an "ELA
License" to Morgan Stanley. As the district court correctly noted,
however, the Morgan Stanley transaction was not "included as part of
[Naden’s] revenue goal/credit" because it was expressly excluded
from the Territory Agreement1 as a "product sales carryover[ ] from
1997 . . . being closed by the 1997 rep." J.A. 189, 195.
Second, the Platinum Plan compensated Naden for only his work
as an Enterprise Executive; it did not govern the work he performed
as Solutions Director. J.A. 22 ("Direct Sales Commissions: Each
Enterprise Executive will be paid Commissions on firm business
closed in their accounts according to the rules and schedules set forth
in the Plan.") (emphasis added). Indeed, as Naden himself admitted
in his memorandum in opposition to summary judgment, the Platinum
Plan and the Territory Agreement "only governed Plaintiff’s function
as Enterprise Executive, as indicated by the title of the [Platinum
Plan] and the restriction ‘Enterprise Executive’ placed next to
1The Territory Agreement assigned the accounts for which Naden
would be responsible (and thus compensated for) in his capacity as an
Enterprise Executive. J.A. 189.
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Naden’s name on the Territory Agreement." J.A. 204 (emphasis
added). Therefore, Naden is not entitled to recover any commissions
for his Solutions Director work under the clear and unambiguous
terms of the Platinum Plan.
Finally, Naden’s wage claim fails because, as stated above, Naden
was not entitled to recover any commissions under the Platinum Plan
and thus was not "due" any wages, as that term is defined in the
Maryland Wage Law. See Md. Code Ann., Lab. & Empl. § 3-
501(c)(1) (defining wages as "all compensation that is due to an
employee for employment" (emphasis added)).
Accordingly, we hold that the district court did not err in granting
summary judgment to SAGA on Naden’s claims for breach of con-
tract and for wages.2
CONCLUSION
For the reasons stated herein, we affirm the judgment of the district
court.
AFFIRMED
2Naden also argues that the district court’s grant of summary judgment
was premature because full discovery had not yet commenced. Naden’s
argument is without merit because he never filed an affidavit under Fed.
R. Civ. P. 56(f) explaining that additional discovery was necessary
before he could respond to SAGA’s summary judgment motion. See,
e.g., Shafer v. Preston Mem’l Hosp. Corp., 107 F.3d 274, 282 (4th Cir.
1997) ("Additionally, Shafer is precluded from arguing that inadequate
discovery made summary judgment inappropriate because she did not
submit an affidavit informing the district court that additional discovery
was necessary for her to respond to the Hospital’s summary judgment
motion.").
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