OPINION & ORDER Plaintiff Edgewood Partners Insurance Center Inc. (“EPIC”), as successor in interest to Integro USA, Inc., commenced this action against Defendant PPD Development, L.P. (“PPD”) for breach of contract. Defendant moved for summary judgment on Plaintiffs two breach-of-contract claims pursuant to Federal Rule of Civil Procedure 56. On September 27, 2023, the Court issued an opinion and order denying Defendant’s motion, only as it pertained to Plaintiff’s second breach-of-contract claim in the Amended Complaint. See ECF No. 51. What remains before the Court is Defendant’s motion for summary judgment concerning Plaintiff’s first cause of action — a breach-of-contract claim based on a failure to pay. For the reasons that follow, Defendant’s motion is GRANTED as it pertains to Count I in the Amended Complaint. BACKGROUND1 On September 27, 2023, the Court issued an opinion and order denying Defendant PPD’s motion for summary judgment as it pertains to EPIC’s second cause of action in the Amended Complaint. See ECF No. 51. In that decision, the Court provided a full recitation of the factual and procedural background in this case, as well as the applicable legal standard for a motion for summary judgment. See id. at 2-8. The Court presumes the parties’ familiarity with that opinion and does not restate the relevant background information or legal principles herein. On October 16, 2023, the Court heard oral argument on Defendant’s motion for summary judgment as it pertains to Plaintiff’s first cause of action for breach of contract. See ECF No. 53 (“Tr.”). DISCUSSION In June of 2019, PPD entered into a Consulting Agreement (the “Agreement”) with Integro USA Inc., to which EPIC is the successor in interest. R. 56.1 Statement 4; see also ECF No. 29-1 (the “Agreement”). The only dispute between the parties as it relates to Plaintiff’s first breach-of-contract claim concerns the calculation of the 2021 success fee in the Agreement. More specifically, the parties’ dispute concerns the proper calculation of the a term used in the Agreement to determine the success fee, if any, EPIC is owed. For the reasons explained below, the term in the Agreement is unambiguous and is defined in the Agreement consistent with PPD’s interpretation. Because the 2021 success fee, properly calculated, was negative, the amount PPD owed EPIC was reduced by $501,974, leaving $105,287 owed to EPIC for 2020 and 2021 consulting fees. ECF No. 27 (“Def.’s Br.”) at 6. PPD has paid $105,287 and it therefore owes nothing more to EPIC. The Agreement outlines the procedure for calculation of the 2021 success fee, and the parties do not dispute that the 2021 success fee is calculated by comparing two numbers: See R. 56.1 Statement 7; Agreement at Exhibit 1
