
    DOLLAR PHONE CORP., Global Switching, Inc., Individually and On Behalf of All Those Similarly Situated, Plaintiffs-Appellants, v. DUN & BRADSTREET CORPORATION, Dun & Bradstreet Inc., Defendants-Appellees.
    No. 13-1428-cv.
    United States Court of Appeals, Second Circuit.
    March 19, 2014.
    
      Peretz Bronstein, Bronstein, Gewirtz & Grossman, New York, N.Y., for Appellants.
    Jason Halper, Lowenstein Sandler LLP (Natalie J. Kraner, Lawrence Bluestone, on the brief), Roseland, N.J, for Appellees.
    Present: PIERRE N. LEVAL, ROSEMARY S. POOLER and DENNY CHIN, Circuit Judges.
   SUMMARY ORDER

Dollar Phone Corp. and Global Switching Inc. (together, “Dollar Phone”) appeal from the April 5, 2013 judgment of the United States District Court for the Eastern District of New York (Glasser, J.) granting the motion for summary judgment made by Dun & Bradstreet Corp. and Dun & Bradstreet, Inc. (together, “D & B”). We assume the parties’ familiarity with the underlying facts, procedural history, and specification of issues for review.

We affirm for the reasons set forth in the district court’s thorough opinion. “In order to recover from a defendant for breach of contract, a plaintiff must prove, by a preponderance of the evidence, (1) the existence of a contract between itself and that defendant; (2) performance of the plaintiffs obligations under the contract; (3) breach of the contract by that defendant; and (4) damages to the plaintiff caused by that defendant’s breach.” Diesel Props S.r.l. v. Grey stone Bus. Credit II LLC, 631 F.3d 42, 52 (2d Cir.2011). The emails stating the terms of the agreements between the parties states in relevant part that “Score Builder ... enables you to submit up to six trade references to D & B which we will attempt to convert into payment experiences.”

Dollar Phone argues on appeal that “attempt to convert” into payment experiences means that D & B will attempt to call and verify all of the trade references submitted by Dollar Phone, and D & B breached the agreements by disqualifying certain trade reference submissions for failing to meet D & B’s undisclosed guidelines. But it was inevitable that D & B would disqualify some categories of submitted references as insufficiently reliable, including, for example, jointly owned entities and entities having no reliable track record. The mere fact that D & B excluded some categories of references cannot reasonably be construed as a breach of its contractual obligation. Moreover, the email states that submitted trade references would be “verified.” (A233) Read as a whole, the plain meaning of the agreement is that not every trade reference would be converted into a credit experience.

Dollar Phone did not raise its theory that D & B violated the implied covenant of good faith and fair dealing until oral argument before the district court. Unsurprisingly, the district court declined to address this argument in its opinion. See In re Monster Worldwide, Inc. Sec. Litig., 251 F.R.D. 132, 137 (S.D.N.Y.2008) (“[Tjhis argument was raised for the first time at oral argument and so was waived in terms of this motion.”); accord Design Strategy, Inc. v. Davis, 469 F.3d 284, 300 (2d Cir.2006). We too decline to address this argument, effectively raised and briefed for the first time on appeal, because there is no indication that considering it is “necessary to avoid a manifest injustice or [that it] presents a question of law and there is no need for additional fact-finding.” Sniado v. Bank Austria AG, 378 F.3d 210, 213 (2d Cir.2004).

Accordingly, the judgment of the district court hereby is AFFIRMED.  