Argued: May 10, 2017
from the United States District Court for the Eastern
District of Virginia, at Alexandria. Liam O'Grady,
District Judge. (1:16-cv-00009-LO-IDD)
Vijay Ramana, MCGUIREWOODS, LLP, Washington, D.C., for
Nicholas M. DePalma, VENABLE, LLP, Tysons Corner, Virginia,
Elizabeth A. Hutson, MCGUIREWOODS, LLP, Washington, D.C., for
Randall K. Miller, Kevin W. Weigand, Taylor S. Chapman,
VENABLE, LLP, Tysons Corner, Virginia, for Appellee.
MOTZ, AGEE, and DIAZ, Circuit Judges.
GRIBBON MOTZ, Circuit Judge:
diversity action for breach of contract, SNAP, Inc. appeals
from the grant of summary judgment to Curtis Cox. The
district court concluded that SNAP breached its contract with
Cox by refusing to repurchase stock options the contract
granted to him and awarded Cox $637, 867.42 in damages, the
full value of his options plus interest. On appeal, SNAP
argues that the contract itself did not convey options to Cox
but merely included an executory promise to issue those
options, which SNAP never in fact issued. SNAP also
challenges the calculation of damages. For the reasons that
follow, we affirm the judgment of the district court.
2006, SNAP, a Virginia corporation, sought to expand its
business in the field of federal procurement by contracting
with Curtis Cox, a Maryland resident and the president of C2
Technologies, an established government contracting firm. On
January 12, 2006, the parties executed a memorandum of
understanding in which Cox agreed "to promote and market
[SNAP] in exchange for obtaining an equity stake" in the
company. For purposes of this appeal, there is no dispute
that the memorandum constitutes a binding
the terms of this contract, Cox and C2 Technologies agreed to
provide various forms of assistance to SNAP. Among other
things, they agreed to use their best efforts to help SNAP
obtain specific contracts, to consider SNAP for any potential
leads, and to provide SNAP with approximately $240, 000 worth
of marketing support and assistance.
return, the contract provides that "[o]n January 12,
2006, " the same day the parties executed the contract,
SNAP "will issue a non-qualified stock option to Mr. Cox
granting him the right to purchase 308 shares, representing
five (5%) percent of the total authorized shares of stock of
[SNAP]." The contract announces SNAP's intention to
execute a stock split, under which Cox's options would
increase proportionally. It gives SNAP the right to
re-purchase Cox's options at any time after January 1,
2008 and gives Cox the right to require SNAP to repurchase
his options - a "put option" - any time after
January 1, 2011. The repurchase price is payable to Cox
"over a five-year period with interest at the then
current prime rate."
attempted to exercise his put option on March 18, 2011 in a
letter to SNAP President Navneet Gupta. The parties discussed
but never came to a resolution regarding Cox's request.
On October 6, 2015, Cox sent Gupta a second letter demanding
that SNAP pay him the full value of his ...