UNPUBLISHED
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`UNITED STATES COURT OF APPEALS
`FOR THE FOURTH CIRCUIT
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`No. 24-1536
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`Plaintiff - Appellee,
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`v.
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`Defendant - Appellant.
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`VINCENT P. MONA,
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`DAVID F. MCKAY,
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`Appeal from the United States District Court for the District of Maryland, at Greenbelt.
`Peter J. Messitte, Senior District Judge. (8:21-cv-01017-PJM)
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`Argued: March 19, 2025
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`Decided: April 17, 2025
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`Before QUATTLEBAUM and HEYTENS, Circuit Judges, and TRAXLER, Senior Circuit
`Judge.
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`Affirmed by unpublished per curiam opinion.
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`ARGUED: John Peter Glaws, IV, CARR MALONEY P.C., Washington, D.C., for
`Appellant. Michael Benjamin Brown, MILES & STOCKBRIDGE P.C., Baltimore,
`Maryland, for Appellee. ON BRIEF: Paul J. Maloney, CARR MALONEY P.C.,
`Washington, D.C., for Appellant.
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`Unpublished opinions are not binding precedent in this circuit.
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`UNITED STATES COURT OF APPEALS
`FOR THE FOURTH CIRCUIT
`
`
`No. 24-1536
`
`
`
`
`
`Plaintiff - Appellee,
`
`
`
`v.
`
`
`
`Defendant - Appellant.
`
`
`VINCENT P. MONA,
`
`
`
`
`
`DAVID F. MCKAY,
`
`
`
`
`
`
`
`
`
`
`
`Appeal from the United States District Court for the District of Maryland, at Greenbelt.
`Peter J. Messitte, Senior District Judge. (8:21-cv-01017-PJM)
`
`
`
`
`Argued: March 19, 2025
`
`
`
`Decided: April 17, 2025
`
`
`
`Before QUATTLEBAUM and HEYTENS, Circuit Judges, and TRAXLER, Senior Circuit
`Judge.
`
`
`Affirmed by unpublished per curiam opinion.
`
`
`
`
`ARGUED: John Peter Glaws, IV, CARR MALONEY P.C., Washington, D.C., for
`Appellant. Michael Benjamin Brown, MILES & STOCKBRIDGE P.C., Baltimore,
`Maryland, for Appellee. ON BRIEF: Paul J. Maloney, CARR MALONEY P.C.,
`Washington, D.C., for Appellant.
`
`
`
`
`Unpublished opinions are not binding precedent in this circuit.
`
`
`
`
`
`
`
`PER CURIAM:
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`Appellee Vincent P. Mona (“Mona”), former sole shareholder of Mona Electric
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`Group, Inc. (“MEG”), brought this state court action under Maryland law against David F.
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`McKay (“McKay”), a former President, Chief Executive Officer, and member of the MEG
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`Board of Directors, for breach of fiduciary duties, breach of contract, unjust enrichment,
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`and intentional misrepresentation.
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`Mona’s claims arise out of the sale of MEG to ArchKey Intermediate Holdings, Inc.
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`(“ArchKey”) and McKay’s acts and omissions during and after the sale was negotiated.
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`The Stock Purchase Agreement (“SPA”) between Mona, MEG, and ArchKey was executed
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`on February 1, 2020, for a $21 million initial purchase price. However, the final purchase
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`price was to be determined after an “Adjustment Period” ending on November 30, 2020,
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`based upon an “Adjusted Closing Balance Sheet” reflecting MEG’s value at that time. At
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`the end of the Adjustment Period, ArchKey delivered its Adjusted Closing Balance Sheet
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`to Mona, claiming that the final purchase price should be $8,375,226.59—an amount
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`substantially below the initial purchase price set forth in the SPA.
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`
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`When Mona contested the proposed final price, ArchKey brought an action against
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`Mona in the Court of Chancery of Delaware to resolve the post-closing price adjustment.*
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`In the meantime, Mona filed this action against McKay in Maryland state court. Among
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`other things, Mona alleged that McKay, while acting as Mona’s fiduciary, engaged in self-
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`* According to the parties, this litigation to determine the final purchase price is still
`pending. See ArchKey Intermediate Holdings, Inc. v. Mona, 302 A.3d 975 (Del. Ch. 2023).
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`2
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`dealing; channeled the sale to McKay’s preferred purchaser, ArchKey, to enrich himself at
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`Mona’s expense and continue his employment with MEG post-sale; failed to seriously
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`engage with other prospective purchasers; disclosed confidential and unfavorable insider
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`information to ArchKey during the sale negotiations; concealed ArchKey’s plan to
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`eviscerate MEG’s company culture and drive down the $21 million purchase price during
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`the Adjustment Period; and then spearheaded ArchKey’s post-sale efforts to accomplish
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`this goal. McKay timely removed the case to the District of Maryland based on diversity
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`jurisdiction. After four weeks of trial, the jury returned a verdict in Mona’s favor on his
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`breach of fiduciary duty claim and awarded $2,000,000 in damages. The jury found in
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`McKay’s favor on the remaining three claims.
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`McKay thereafter filed a renewed motion for judgment as a matter of law pursuant
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`to Rule 50(b) of the Federal Rules of Civil Procedure, asserting that Mona could not prevail
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`on his breach of fiduciary duty claim as a matter of law. In the alternative, McKay filed a
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`motion for a new trial under Rule 59(a)(1)(A), arguing, among other things, that the district
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`court erred in instructing the jury on the fiduciary duty claim, abused its discretion in
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`excluding testimony and other evidence from two of his witnesses, and abused its
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`discretion in allowing opinion testimony and other evidence from one of Mona’s witnesses.
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`The district court denied McKay’s post-verdict motions in a written order and entered
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`judgment in accordance with the jury verdict. Finding no reversible error, we affirm.
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`
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`“Rule 50(b) permits a party to bring a renewed motion for judgment as a matter of
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`law after the jury has rendered its verdict. If that motion is denied, the moving party is
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`entitled to assert those same arguments on appeal, Fed. R. Civ. P. 50(e), and our subsequent
`3
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`review is de novo.” Sardis v. Overhead Door Corp., 10 F.4th 268, 279 (4th Cir. 2021). We
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`review “the evidence in the light most favorable to the nonmoving party, without weighing
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`or making any credibility determinations,” and “determine whether there was a legally
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`sufficient evidentiary basis for a reasonable jury to render the verdict that it did.” Id.
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`(cleaned up).
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`On appeal, McKay does not argue that the evidence of his acts and omissions failed
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`to establish a breach of his fiduciary duties to Mona. Rather, McKay argues that he is
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`entitled to judgment as a matter of law because Mona released all such pre-sale claims in
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`the SPA agreement, and that his post-sale acts and omissions cannot serve as the basis for
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`a fiduciary claim because, although he remained a senior employee with MEG during the
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`Adjustment Period, he was no longer an officer or director bound by fiduciary duties during
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`this time frame.
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`The district court rejected McKay’s release argument because, although the SPA did
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`include a release of some claims, Mona’s breach of fiduciary duty claims fell within an
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`exception to the release. With regard to McKay’s post-SPA acts and omissions, the district
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`court observed that McKay made promises and commitments to Mona prior to execution
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`of the SPA that directly related to his conduct during the Adjustment Period. In other
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`words, McKay’s failure to adhere to his fiduciary duties prior to the sale were intended to
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`accomplish the goals that he worked to achieve—to Mona’s detriment—during the
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`Adjustment Period. Having reviewed the record and the parties’ arguments, we find no
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`error in the district court’s legal rulings and hold that there was a legally sufficient
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`4
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`evidentiary basis to support the jury’s verdict. Accordingly, we affirm the district court’s
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`denial of McKay’s Rule 50(b) motion for judgment as a matter of law.
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`We also affirm the district court’s denial of McKay’s motion for a new trial. See
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`Fed. R. Civ. P. 59(a)(1)(A). We review the denial of a motion for a new trial for abuse of
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`discretion. Hicks v. Anne Arundel Cnty., 110 F.4th 653, 658 (4th Cir. 2024). “Absent a
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`clear abuse of discretion, we shall not disturb this decision.” Id. (cleaned up). “This is so
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`because the district judge is in a position to see and hear the witnesses and is able to view
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`the case from a perspective that an appellate court can never match.” Id. (cleaned up). “In
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`reviewing a grant or denial of a new trial, the crucial inquiry is whether an error occurred
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`in the conduct of the trial that was so grievous as to have rendered the trial unfair.” Id.
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`(cleaned up). We find no such error here.
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`McKay first argues that the district court erroneously instructed the jury on the
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`fiduciary duties he owed to Mona under Maryland law and erred in failing to instruct the
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`jury about the release. “We review jury instructions holistically and through an abuse of
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`discretion standard.” Id. at 660. “We simply determine whether the instructions construed
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`as a whole, and in light of the whole record, adequately informed the jury of the controlling
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`legal principles without misleading or confusing the jury to the prejudice of the objecting
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`party.” Id. (cleaned up). “Erroneous jury instructions are also subject to harmlessness
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`review.” Wickersham v. Ford Motor Co., 997 F.3d 526, 535 (4th Cir. 2021). If the Court
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`finds that a jury instruction is erroneous, we will only overturn the district court’s judgment
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`if “there is a reasonable probability that the erroneous instruction affected the jury’s
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`verdict.” Id. (cleaned up).
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`5
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`McKay argues that the district court’s fiduciary duty charge was erroneous under
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`Maryland law because it should have only included the statutory fiduciary duties owed by
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`a director to a corporation. See Md. Code, Corps. & Ass’ns § 2-405.1. But, as Mona points
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`out and the district court observed, McKay was a director and officer of MEG during the
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`sale negotiations. Accordingly, even if we were to hold that the district court should have
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`also included an instruction on the statutory duties owed by directors to a corporation, there
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`is no reasonable probability that the instruction affected the jury’s verdict. We likewise
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`find no error in the district court’s failure to submit to the jury the legal question regarding
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`the applicability of the release to McKay’s claims.
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`McKay next contends that the district court erred in excluding the testimony and
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`evidence from two attorneys who represented MEG and Mona prior to the execution of the
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`SPA and from a third attorney who represented MEG and ArchKey during and after the
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`Adjustment Period; and erred in allowing opinion testimony from a lay witness regarding
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`the impact of the sale of MEG to ArchKey. “We review such evidentiary rulings for abuse
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`of discretion. And any abuse of discretion is reviewed for harmless error.” Snoeyenbos v.
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`Curtis, 60 F.4th 723, 733 (4th Cir. 2023) (cleaned up). “An error is harmless when this
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`Court can say with fair assurance, after pondering all that happened without stripping the
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`erroneous action from the whole, that the judgment was not substantially swayed by the
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`errors.” Id. (cleaned up). Having reviewed the record and the parties’ arguments, we
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`cannot say that the district court abused its discretion or that the rulings were prejudicial to
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`McKay.
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`6
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`Accordingly, we affirm the district court’s denial of McKay’s renewed motion for
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`judgment as a matter of law and his motion for a new trial. The jury’s verdict and the
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`judgment of the district court is therefore
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` AFFIRMED.
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`7
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