Venable Wins Summary Judgment Appeal in Breach of Contract Dispute

2 min

Venable recently secured a victory before the U.S. Court of Appeals for the Fourth Circuit affirming a district court ruling in a breach of contract suit brought by Curtis Cox, president of Northern Virginia government contractor C2 Technologies, against SNAP, Inc.

According to the suit, in 2006, Mr. Cox entered into an agreement with SNAP to help expand SNAP's business in exchange for an equity stake in the company in the form of stock options. Under the agreement, Mr. Cox had the right to require SNAP to repurchase the stock options at any point beginning in 2011. After two unsuccessful attempts to exercise his the repurchase option, Mr. Cox filed a suit for breach of contract in U.S. District Court for the Eastern District of Virginia. Following motions for summary judgment by both sides, the district court ruled in favor of Mr. Cox and awarded damages totaling the value of the stock with interest. The district court reasoned that the plain language of the contract showed that SNAP issued the stock options to Mr. Cox and that the contract did not require any further steps as a condition precedent before those options issued. The court also held that the language at issue was patently ambiguous and must be construed against SNAP.

On appeal, SNAP argued that the contract did not convey stock options, but rather, was merely a promise to issue stock options and the contract therefore made the issuance of stock options a condition precedent to SNAP's obligation to repurchase those options. In its ruling, the court of appeals held that SNAP took a "self-defeating position" with this argument because "[e]ven if issuing the stock options was a condition precedent to SNAP's obligation to repurchase, SNAP has excused that condition by breaching its promise to issue the options, and so the prevention doctrine dooms its case."

Venable partner Nick DePalma led the team representing Mr. Cox and argued the case before both courts. Partners Randy Miller, John Wilhelm, and Michael Robinson provided advice on the substantive stock issues and the appeal. Associates Taylor Chapman, Kevin Weigand, and Christian Schreiber provided additional support on the briefs.