Gitter v. Cardiac & Thoracic Surgical Associates, Ltd. , 338 F. App'x 348 ( 2009 )

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
No. 08-2221
RICHARD GITTER,
Plaintiff - Appellant,
v.
CARDIAC & THORACIC SURGICAL ASSOCIATES, LTD.; ROCKINGHAM
MEMORIAL HOSPITAL,
Defendants - Appellees.
Appeal from the United States District Court for the Eastern
District of Virginia, at Richmond. Richard L. Williams, Senior
District Judge. (3:07-cv-00546-RLW)
Submitted: July 8, 2009 Decided: July 21, 2009
Before TRAXLER, Chief Judge, and WILKINSON and GREGORY, Circuit
Judges.
Affirmed in part, vacated in part, and remanded by unpublished
per curiam opinion.
Henry I. Willett, III, David B. Lacy, CHRISTIAN & BARTON, LLP,
Richmond, Virginia; Victor L. Hayslip, Walker S. Stewart, BURR &
FORMAN, LLP, Birmingham, Alabama, for Appellant. Charles M.
Allen, GOODMAN, ALLEN & FILETTI, PLLC, Glen Allen, Virginia;
Marshall H. Ross, WHARTON ALDHIZER & WEAVER, PLC, Harrisonburg,
Virginia, for Appellees.
Unpublished opinions are not binding precedent in this circuit.
PER CURIAM:
Richard Gitter appeals the district court’s order
adopting the magistrate judge’s report and recommendation to
grant Defendants’ summary judgment motions on his claims for
breach of contract; fraud, misrepresentation and deceit;
fraudulent suppression; fraudulent inducement to enter a
contract; and conspiracy. On appeal, Gitter challenges only the
district court’s dismissal of his breach of contract claim
against Defendants. We vacate the district court’s order to the
extent that it determined that Gitter was barred by Virginia’s
“unclean hands” doctrine from asserting that Defendants were
equitably estopped from relying on a Statute of Frauds defense,
but affirm the remainder of the district court’s order.
To establish a breach of contract claim under Virginia
law, a plaintiff must prove: “(1) a legally enforceable
obligation of [the] defendant to [the] plaintiff; (2) the
defendant's violation or breach of that obligation; and (3)
injury or damage to the plaintiff caused by the breach of
obligation.” Filak v. George, 594 S.E.2d 610, 614 (Va. 2004)
(citations omitted). An obligation that is not to be performed
within a year is not a “legally enforceable obligation,”
however, if it is not “in writing and signed by the party to be
charged or his agent.” Va. Code Ann. § 11-2(8) (2006).
Gitter’s employment agreement was not to be performed within one
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year and, accordingly, the agreement was required to be in
writing under Virginia’s Statute of Frauds. We conclude that
the district court correctly held that the parties’ various e-
mail communications did not constitute a signed writing
sufficient to satisfy the Statute of Frauds.
We nonetheless conclude that the district court erred
when it applied Virginia’s unclean hands doctrine to bar Gitter
from claiming that Defendants were equitably estopped from
asserting the Statute of Frauds defense. Before the unclean
hands doctrine will bar an equitable remedy under Virginia law,
the alleged wrongdoing of the party seeking relief must have
“encouraged, invited, aided, compounded, or fraudulently
induced” the other party’s wrongful conduct. Perel v. Brannan,
594 S.E.2d 899, 908 (Va. 2004). The district court agreed with
the Defendants’ argument that a credentialing application
submitted by Gitter contained materially false information,
thereby tainting him with unclean hands. But it is undisputed
that Gitter’s credentialing application was neither relied upon
nor even reviewed by Defendants during their negotiations with
Gitter, or at any time prior to their decision to forego
consummating Gitter’s employment agreement. Thus, Gitter’s
application, even if misleading, could not have “encouraged,
invited, aided, compounded, or fraudulently induced” Defendants
to forego consummating the employment agreement. Accordingly,
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we find that the district court erred when it determined that
Gitter’s allegedly incorrect responses on his credentialing
application permitted invocation of the unclean hands doctrine
under Virginia law. The district court’s order is thus vacated
to the extent that it applied the unclean hands doctrine to bar
Gitter from asserting that Defendants were equitably estopped
from relying on a Statute of Frauds defense.
The “[e]lements necessary to establish equitable
estoppel, absent a showing of fraud and deception, are a
representation, reliance, a change of position, and detriment.”
See T--- v. T---, 224 S.E.2d 148, 151-52 (Va. 1976). Our review
of the magistrate judge's report and recommendation, which was
summarily adopted in its entirety by the district court, reveals
that the magistrate judge did not conclusively determine whether
Gitter could establish the necessary elements of Virginia’s
equitable estoppel doctrine based on his post-March 28, 2007
conduct (that is, whether Gitter reasonably relied on
Defendants’ March 28, 2007 assurances that the terms of his
employment were agreed upon).
Accordingly, we vacate the district court’s order to
the extent the court applied Virginia’s unclean hands doctrine
to bar Gitter from claiming that Defendants were equitably
estopped from asserting the Statute of Frauds defense, and
remand to the district court for a determination of whether
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Defendants should be equitably estopped from asserting the
Statute of Frauds as a defense to Gitter’s breach of contract
claim. We affirm the remainder of the district court’s order.
We dispense with oral argument because the facts and legal
contentions are adequately presented in the materials before the
court and argument would not aid the decisional process.
AFFIRMED IN PART,
VACATED IN PART,
AND REMANDED
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