James O'Shea v. OMI Holdings Inc. ( 2023 )

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[DO NOT PUBLISH]
In the
United States Court of Appeals
For the Eleventh Circuit
____________________
No. 21-14428
Non-Argument Calendar
____________________
JAMES O’SHEA,
Plaintiff-Appellant,
versus
OMI HOLDINGS INC.,
HOIST PARTS INC.,
d.b.a. Omi Crane Services,
ROBERT M. BUNNEL,
TOM CODIANA,
Defendants-Appellees.
____________________
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2 Opinion of the Court 21-14428
Appeal from the United States District Court
for the Northern District of Alabama
D.C. Docket No. 2:20-cv-01616-KOB
____________________
Before JORDAN, NEWSOM, and LUCK, Circuit Judges.
PER CURIAM:
James O’Shea appeals the district court’s order dismissing his
breach of contract, fraud, and declaratory judgment claims. After
careful review, we affirm.
1
FACTUAL BACKGROUND AND PROCEDURAL HISTORY
In early 2015, Robert Bunnel and Tom Codiana—the chief
executive officer and president, respectively, of OMi Holdings,
Inc.—approached O’Shea about a potential job. OMi and its sub-
sidiary, Hoist Parts, Inc., engaged in “overhead crane installation,
service, parts, inspection, repair[,] and maintenance.” O’Shea “was
a well-known salesman in the industry.” OMi wanted to expand
into the southeastern United States and believed O’Shea was “the
1
“We accept the factual allegations in the complaint as true and construe them
in the light most favorable to the plaintiff.” Luke v. Gulley, 975 F.3d 1140,
1143 (11th Cir. 2020) (citation omitted). And we treat the employment offer,
employment letter, and employment agreement—which were attached to the
motion to dismiss—as incorporated into O’Shea’s second amended complaint
by reference because they were referred to in the complaint, central to
O’Shea’s claims, and of undisputed authenticity. See id. at 1144 (citation omit-
ted).
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21-14428 Opinion of the Court 3
right guy to lead the effort” to open and run its new operation in
Birmingham, Alabama.
During a series of telephone and email negotiations in late
March and early April, O’Shea “raised the issue of ownership” of
the new operation; he only had about ten more working years left,
he told OMi, and wanted to “control his own destiny.” To that
end, O’Shea said he had money he could invest in OMi and “was
willing to purchase stock.” O’Shea also told OMi he was “negoti-
ating with another crane company about coming to work for
[them] and buying stock therein.” OMi proposed phantom stock,
which it told O’Shea would be “the same as, or better, than real
stock because [O’Shea] would not have to put up any money.”
On March 25, OMi formally offered O’Shea a job managing
its “Southeast Aftermarket Operation.” According to the employ-
ment offer, O’Shea’s compensation package would include a base
salary plus a “[p]hantom [s]tock arrangement where [O’Shea]
would be entitled to 25%” of the operation. The phantom stock
arrangement had two components. First, once the operation
achieved profitability, O’Shea would receive 25% of its earnings
(before interest, taxes, depreciation, and amortization), distributed
as often as quarterly. Second, “[i]n the event of an exit of the [op-
eration] by the shareholders[, O’Shea] would be treated the same
as the shareholders relative to [his] piece” and thus receive 25% of
the purchase price. This initial offer identified as “advantages of [a
p]hantom [s]tock arrangement”: (1) that “O’Shea d[id] not have to
put any money into the deal” and so could simply walk away “[i]f
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4 Opinion of the Court 21-14428
it crashe[d] and burn[ed]”; and (2) that O’Shea’s “distributions”
would be “treated as compensation[,] avoiding double taxation.”
Although O’Shea “had never heard of phantom stock,” he
did not seek legal representation. Instead, over the next week,
O’Shea and OMi continued negotiating and eventually reached an
agreement “memorialized” in a March 31 “Employment Letter.”
Under the finalized employment agreement, O’Shea’s “compensa-
tion package in [his] role” as general manager included the base
salary as well as a phantom stock arrangement under which, this
time, O’Shea “would be entitled to 30% of the Southeast Aftermar-
ket Operation.” The phantom stock arrangement again consisted
of an earnings-based component, plus his “piece” (that is, 30%) of
the purchase price “[i]n the event of an exit of the [operation] by
shareholders.” The agreement laid out sample calculations of
O’Shea’s share of hypothetical annual earnings and a hypothetical
purchase. The agreement also provided that, “[i]n the event
[O’Shea’s] employment with OMi cease[d] for any reason, this
agreement shall terminate.”
The March 31 letter was signed by Codiana on behalf of
OMi, and O’Shea signed a substantively identical document labeled
“Employment Agreement” and dated April 6, 2015. OMi and
O’Shea then started the Southeast Aftermarket Operation, and
O’Shea managed it for over five years. During that time, O’Shea
was paid the 30% earnings-based distributions under the phantom
stock arrangement. But O’Shea was terminated in May 2020, at
which point he stopped receiving distributions.
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O’Shea sued OMi, Hoist, Bunnell, and Codiana in October
2020. He asserted four claims: (1) breach of contract, based on
OMi’s failure to pay the 30% earnings-based distributions after
O’Shea’s termination as well as its “anticipatory breach” of its obli-
gation to pay him 30% of the purchase price of a future sale of the
operation; (2) fraudulent misrepresentation, based on OMi’s “false
and misleading” representations that O’Shea “would be given an
ownership interest . . . in the form of phantom stock” and that
phantom stock was “the same as or better than actual stock”;
(3) fraudulent suppression, based on OMi’s concealment of the fact
that phantom stock does not vest and that OMi “never intended
that [O’Shea] would keep his ownership interest” once terminated;
and (4) declaratory judgment, seeking declarations that OMi was
obligated to continue paying O’Shea the 30% earnings-based distri-
butions as well as 30% of any future sale of the operation.
The defendants moved to dismiss O’Shea’s complaint,
which the district court granted. The district court dismissed
O’Shea’s breach of contract claim against Codiana and Bunnell be-
2
cause the two weren’t, individually, parties to the contract. And
it dismissed the breach of contract claim as to OMi and Hoist be-
cause the plain language of the employment agreement unambig-
uously granted O’Shea no ownership interest or vested rights that
survived his termination. As for O’Shea’s fraud claims, the district
2
O’Shea conceded this point before the district court and so does not appeal
the dismissal of his breach of contract claim as to Codiana and Bunnell.
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6 Opinion of the Court 21-14428
court found them time-barred by Alabama’s two-year statute of
limitations for fraud actions. The district court also concluded, in
the alternative, that O’Shea failed to state a claim for fraudulent
misrepresentation—because he alleged neither false statements
nor reasonable reliance—or for fraudulent suppression, because
the contract clearly addressed the things O’Shea alleged were sup-
pressed and because O’Shea failed to allege a duty to disclose. Fi-
nally, the district court dismissed O’Shea’s declaratory judgment
claim because his underlying breach-of-contract claim failed.
After the district court denied his motion to alter the judg-
ment, O’Shea timely appealed.
STANDARD OF REVIEW
We review de novo a district court’s dismissal of a complaint
for failure to state a claim. Luke, 975 F.3d at 1143. “To survive a
motion to dismiss, a complaint must contain sufficient factual mat-
ter, accepted as true, to state a claim to relief that is plausible on its
face.” Id. (quoting Echols v. Lawton, 913 F.3d 1313, 1319 (11th Cir.
2019)).
We also review de novo a dismissal on statute of limitations
grounds. See United States ex rel. Hunt v. Cochise Consultancy, Inc.,
887 F.3d 1081, 1085 (11th Cir. 2018). “A dismissal for failure to state
a claim on statute of limitations grounds is appropriate only if it is
apparent from the face of the complaint that the claim is time-
barred.” Id. (cleaned up).
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DISCUSSION
O’Shea argues the district court incorrectly interpreted the
parties’ employment agreement as not conferring a vested owner-
ship interest in the Southeast Aftermarket Operation and thus
erred in dismissing his breach-of-contract and declaratory-judg-
ment claims. He also argues that his fraud claims weren’t time-
barred because they accrued in June 2020, “when [he] first began
to discover” OMi’s intent not to honor O’Shea’s ownership interest
after his firing, and that he reasonably relied on OMi’s false repre-
sentations of fact when he signed the employment agreement.
Breach of Contract and Declaratory Judgment Claims
Under Alabama law, a plaintiff asserting a breach of contract
claim must allege “(1) the existence of a valid contract binding the
parties in the action, (2) his own performance under the contract,
(3) the defendant’s nonperformance, and (4) damages.” S. Med.
Health Sys. v. Vaughn, 669 So. 2d 98, 99 (Ala. 1995) (citations omit-
ted). At issue here is whether O’Shea plausibly alleged OMi’s non-
performance under the contract.
In Alabama, “[t]he cardinal principle in the interpretation of
any contract is that the intention of the parties should control.”
U.S. Fid. & Guar. Corp. v. Elba Wood Prods., Inc., 337 So. 2d 1305,
1307 (Ala. 1976) (citations omitted). In interpreting a contract, we
give words “their clear and plain meaning and . . . presume that the
parties intended what the terms of the agreement clearly state.”
Pub. Bldg. Auth. of Huntsville v. St. Paul Fire & Marine Ins., 80 So. 3d
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8 Opinion of the Court 21-14428
171, 180–81 (Ala. 2010) (citation omitted); accord Reeves Cedarhurst
Dev. Corp. v. First Amfed Corp., 607 So. 2d 184, 186 (Ala. 1992) (cita-
tion omitted) (explaining that words in a contract are “given their
ordinary meaning”). When a contract is unambiguous—that is,
when “only one reasonable meaning clearly emerges,” Reeves Ce-
darhurst, 607 So. 2d at 186 (citations omitted)—we must enforce
the contract as written, Pub. Bldg. Auth., 80 So. 3d at 180 (citations
omitted).
We agree with the district court that the terms of O’Shea’s
employment agreement unambiguously did not confer a vested
ownership interest surviving his termination. The phrase “phan-
tom stock” was not ambiguous. At the time the parties signed the
contract, the plain meaning of “phantom stock” was “[i]maginary
stock . . . credited to a corporate executive account as part of the
executive’s compensation package.” Phantom stock, Black’s Law Dic-
tionary (10th ed. 2014) (referring reader to “phantom stock plan”).
And “phantom stock plan” meant “[a] long-term benefit plan under
which a corporate employee is given units having the same charac-
teristics as the employer’s stock shares,” “termed a ‘phantom’ plan
because the employee does not actually hold any shares but instead
holds the right to the value of those shares.” Phantom stock plan,
Black’s Law Dictionary (10th ed. 2014).
These definitions make clear that phantom stock isn’t actual
stock held by an employee. Instead, it’s “imaginary” stock con-
ferred as part of an employee’s “compensation package.” It has
“the same characteristics as the employer’s stock shares”—
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meaning it pays out in accordance with the value of the company’s
actual stock—but without the employee “actually hold[ing] any
shares.” In short, phantom stock isn’t stock ownership. See id.; cf.
also Whitt v. Sherman Int’l Corp., 147 F.3d 1325, 1327 (11th Cir. 1998)
(“Phantom [s]tock programs are designed to provide executives
with cash payments equivalent to amounts they could receive un-
der an actual stock option or similar program. Phantom programs
are based on ‘phantom’ or ‘hypothetical’ shares or units.” (cleaned
up) (quoting Coopers & Lybrand, Executive Summary of Nonqual-
ified Long-term Incentive Plans, CV01 ALI–ABA 619, 632 (1996))).
This definitional understanding of phantom stock—as not
conferring actual stock ownership—is consistent with the con-
tract’s other terms. The contract didn’t include any form of the
word “own” (and the same is true of OMi’s initial employment of-
fer). Rather, the contract identified the phantom stock arrange-
ment as part of O’Shea’s “compensation package,” which also in-
cluded a salary and commissions. The contract further indicated
that O’Shea would receive his 30% earnings-based distributions “in
the form of pre-corporate tax compensation.” What’s more, with
respect to a potential future sale, the contract specified that O’Shea
“would be treated the same as the shareholders”—indicating that
he was distinct from “shareholders.” Differentiating O’Shea from
shareholders, too, was the contract’s promise not to require O’Shea
“to share in the initial losses” of the operation.
Importantly, this reading of phantom stock is also consistent
with the contract’s unambiguous termination provision, which
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stated simply: “In the event your employment with OMi ceases for
any reason, this agreement shall terminate.” This provision made
O’Shea’s rights under the contract contingent on his continued em-
ployment with OMi, and it contained no exception for the phan-
tom stock portion of O’Shea’s “compensation package.”
In sum, to give effect to every part of the contract—includ-
ing its broad termination provision—we agree with the district
court that the phantom stock arrangement did not vest ownership
of actual stock. Cf. Land Title Co. of Ala. v. State ex rel. Porter, 299
So. 2d 289, 295 (Ala. 1974) (“[A] contract must be construed as a
whole and, whenever possible, effect must be given to all its
parts.”). Therefore, because the phantom stock arrangement
didn’t confer on O’Shea a durable ownership interest or vested
right, and because the contract provided that the parties’ agree-
ment would terminate when O’Shea’s employment ended, OMi
didn’t breach the contract when it ceased paying phantom stock
distributions to O’Shea after he was terminated. For the same rea-
sons, OMi also isn’t in anticipatory breach as to a payout for any
future sale of the operation.
O’Shea argues that the contract’s use of the words “piece”
and “distribution” demonstrate an intent to confer an ownership
interest. Like the district court, we disagree. As to the term
“piece,” although the contract indeed referred to O’Shea’s “piece
of the Southeast Aftermarket Operation”—as well as to his “piece
of the purchase price” of a hypothetical future sale—the contract
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explained that the reference to his “piece” referred to O’Shea’s “Af-
termarket compensation piece.”
As to the term “distribution,” the contract provided for
O’Shea to “receive 30% of the [earnings] generated by the opera-
tion in the form of pre-corporate tax compensation,” with “[t]his
distribution . . . be[ing] made quarterly, bi-annually, or annually at
[O’Shea’s option].” “Distribution” means “[t]he act or process of
apportioning or giving out.” Distribution, Black’s Law Dictionary
(10th ed. 2014); accord Distribute, Merriam-Webster (defining “dis-
tribute” as, in relevant part, (1) “to divide among several or many”
or (2)(b) “to give out or deliver especially to members of a group”),
https://www.merriam-webster.com/dictionary/distribute
[https://perma.cc/P59X-SWFH]. Read in context, this contract
provision—outlining payment frequency—plainly used “distribu-
tion” in the “giving out” sense rather than in a stock dividend sense.
Next, O’Shea argues that the phrase “phantom stock” was
latently ambiguous, such that the district court should’ve consid-
ered the parties’ course of dealing—including his clearly commu-
nicated desire for an ownership interest and two emails attached to
his motion-to-dismiss response—to interpret the phrase as confer-
ring vested ownership. In the first email, O’Shea told Codiana:
I don’t want to get into a lengthy legal document but
we need a formal legal description of the terms of
ownership . . . . I’m not sure how the [p]hantom
stock works but we need to define ownership, distri-
bution of [earnings], distribution at sale of business[,]
and survivorship if something happens to me, etc.
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12 Opinion of the Court 21-14428
In reply, Codiana said, “Sounds to me like we can work out all the
details you brought up.” This, according to O’Shea, shows that the
parties were contemplating “actual ownership in the new [opera-
tion], not some fleeting right.”
“An ambiguity is latent when the language employed is clear
and intelligible and suggests but a single meaning, but some extrin-
sic fact or extraneous evidence creates a necessity for interpretation
or a choice among two or more possible meanings.” Moore v. Penn.
Castle Energy Corp., 89 F.3d 791, 796 (11th Cir. 1996) (quoting
Thomas v. Principal Fin. Grp., 566 So. 2d 735 (Ala.1990)). Alabama
law permits a court to consider extrinsic evidence “[i]n making the
threshold determination of whether there is a latent ambiguity.”
Dupree v. PeoplesSouth Bank, 308 So. 3d 484, 490 (Ala. 2020) (citation
omitted).
The problem for O’Shea is that “a contract is ambiguous
only if it is susceptible of more than one reasonable meaning.” Black
Diamond Dev., Inc. v. Thompson, 979 So. 2d 47, 50 (Ala. 2007)
(cleaned up). And that’s not what the emails (or O’Shea’s expressed
desire for ownership) reveal. The emails don’t suggest that “phan-
tom stock” reasonably could’ve meant actual stock ownership;
they reveal that O’Shea didn’t know what “phantom stock” meant.
This distinguishes O’Shea’s situation from the cases he cites. Cf.
Smith v. Aikin, 75 Ala. 209, 210, 213 (1883) (holding “two dollars per
thousand feet” latently ambiguous because logging industry used
both “log measure[ment]” and “line measure[ment]”); Med. Clinic
Bd. of Birmingham-Crestwood v. Smelley, 408 So. 2d 1203, 1206 (Ala.
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1981) (citations omitted) (holding “according to the plans and spec-
ifications prepared by [the architect]” latently ambiguous because
parties negotiated with understanding that architect’s plan was
changing); Dupree, 308 So. 3d at 488, 491 (holding certificate of de-
posit latently ambiguous because of handwritten changes reversing
recipients’ names and updating recipient to which interest should
be attributed, as well as conflicting accounts about donative in-
tent); Mass Appraisal Servs. v. Carmichael, 404 So. 2d 666, 668, 672–
73 (Ala. 1981) (finding latent ambiguity in main contract provision
requiring company to “perform mass appraisal services” required
by subcontracts between Carmichael and various Alabama coun-
ties because main contract didn’t specify services subcontracts
would involve). The district court thus correctly found the con-
tract unambiguous.
Finally, O’Shea argues that a contract’s termination doesn’t
impact rights that have already vested—and so his termination
couldn’t have taken away his 30% interest in the operation. He
finds especially significant the fact that the contract’s example
phantom stock payouts calculation contained “no contingency or
vesting plan for O’Shea to meet in order to receive the money”—
because, “[i]f O’Shea’s interest had not vested from the date of his
acceptance of the agreement, the example calculation would make
no sense.” But O’Shea’s argument assumes an ownership interest.
He defines vesting as “the point in time when the rights and inter-
ests arising from legal ownership of a property [are] acquired” and
“vested right” as “having the character or giving the rights of abso-
lute ownership; not contingent.” And he argues that his rights
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14 Opinion of the Court 21-14428
“vested when he became owner of 30% of the [o]peration.” But,
as we’ve already explained, phantom stock is not stock ownership,
so this argument fails.
Fraudulent Misrepresentation and Suppression
Alabama’s statute of limitations for fraud actions is two
years. Bryant Bank v. Talmage Kirkland & Co., 155 So. 3d 231, 235
(Ala. 2014) (citing Ala. Code § 6-2-38(l) (2014)). The statute of lim-
itations begins running either “when the plaintiff discovered the
fraud or when the plaintiff should have discovered the fraud in the
exercise of reasonable care.” Id. at 236 (quoting Auto–Owners Ins. v.
Abston, 822 So. 2d 1187, 1194–95 (Ala. 2001)); see also Ala. Code § 6-
2-3 (2014) (discovery rule).
Usually, “when a person of reasonable prudence would have
discovered the alleged fraud” is a jury question. Bryant Bank, 155
So. 3d at 237. But “a party will be deemed to have ‘discovered’ a
fraud as a matter of law upon the first of either the actual discovery
of the fraud or when the party becomes privy to facts that would
provoke inquiry in a reasonable person that, if followed up, would
lead to the discovery of the fraud.” Dickinson v. Land Devs. Constr.
Co., 882 So. 2d 291, 298 (Ala. 2003) (citing Abston, 822 So. 2d at
1195); accord Jones v. Kassouf & Co., P.C., 949 So. 2d 136, 140 (Ala.
2006); see also Miller v. City of Birmingham, 235 So. 3d 220, 235 (Ala.
2017) (noting court may decide discovery issue as a matter of law
when “the plaintiff actually knew of facts that would have put a rea-
sonable person on notice of fraud”).
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O’Shea says he didn’t know until June 2020—when OMi
stopped paying the 30% quarterly distributions after terminating
him—that OMi misled him (through fraudulent statements and
suppressions) into believing the phantom stock arrangement gave
him a vested ownership interest in the operation. O’Shea argues
that he “had no basis for ‘inquiring’ about his ownership interest”
before then. At the very least, he says, there’s a genuine issue of
fact about when he should have discovered the fraud—such that
dismissal on statute of limitations grounds was inappropriate.
We accept as true O’Shea’s allegations that he made clear to
OMi that an ownership interest in the new operation was a “pre-
requisite” to him considering its job offer—to the point where he
was willing to invest in the business. But even assuming O’Shea is
right that OMi’s statement describing phantom stock as “as good
as or better than actual stock” (or the contract’s use of “language
consistent with ownership”) could be construed as fraudulently
“represent[ing] to O’Shea [that] he would own part of the new [op-
3
eration]” —or that OMi fraudulently suppressed its intent not to
treat O’Shea as a true owner—the undisputed facts show that
O’Shea “should have discovered the fraud in the exercise of reason-
able care” at the time he signed the contract, or at the very least,
when he started receiving the quarterly distributions for the phan-
tom stock. Cf. Bryant Bank, 155 So. 3d at 236.
3
O’Shea doesn’t argue Codiana’s “we can work out all the details” email was
among OMi’s fraudulent misrepresentations.
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16 Opinion of the Court 21-14428
First, it’s undisputed that O’Shea admitted not knowing
what phantom stock was when he signed the contract. He alleged
that he’d “never heard of phantom stock before this agreement.”
And he alleged that, “[d]uring the parties’ negotiations, [he] told
[OMi] that he did not know how phantom stock worked.” Second,
the contract described the phantom stock arrangement as part of
O’Shea’s “compensation package” and provided that OMi would
distribute his quarterly 30% payouts as “pre-corporate tax compen-
sation.” Third, as noted above, neither the final contract O’Shea
signed—nor OMi’s employment offer letter—ever used any form
of the word “own” in detailing the phantom stock arrangement.
Plus, the contract’s only reference to shareholders noted that,
should they “exit” the operation, O’Shea would be “treated the
same as” them for purposes of a post-purchase phantom stock pay-
out. Similarly, the contract said O’Shea wouldn’t be required to
“share in the [operation’s] initial losses”—setting O’Shea apart, un-
der the phantom stock arrangement, from an owner who, as
O’Shea puts it on appeal, “would otherwise have to insert capital
contributions . . . with other owners.”
In sum, O’Shea knew the contract didn’t expressly say he’d
be an owner of the Southeast Aftermarket Operation. He knew
the contract didn’t require him to invest like an owner. He knew
the contract said he’d be “treated the same as” a shareholder (not
that he was a shareholder). He knew OMi referred to the phantom
stock arrangement repeatedly—in his offer letter and final con-
tract—as “compensation.” And, most importantly, O’Shea knew
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there was a gap in his knowledge about a key contract term, “phan-
tom stock.”
These facts show numerous contradictions between the ac-
tual terms of the contract (which didn’t mention ownership) and
the way O’Shea perceived OMi’s representations to him (namely,
that he’d be an owner). Such contradictions would’ve provoked
inquiry in a reasonable person—particularly a reasonable person
for whom an ownership interest was a critical negotiating point,
and particularly in light of the contract’s broad termination provi-
sion that, on its face, made no exception for the phantom stock ar-
rangement. Dickinson, 882 So. 2d at 298. Rather than proceeding
in ignorance but hoping “phantom stock” meant actual, vested
ownership, a reasonable person would have acted to acquire more
knowledge, either through independent investigation or advice of
counsel. Yet O’Shea didn’t seek legal counsel or otherwise try to
learn about phantom stock during the nearly two weeks between
receiving OMi’s employment offer and signing the contract. Even
a cursory inquiry via internet search could have tipped off O’Shea
that phantom stock is (like its name sounds) not actual stock and
the employment agreement didn’t offer him ownership. See, e.g.,
Phantom stock plan, Investopedia (Mar. 28, 2015 7:22:35 PM),
http://www.investopedia.com/terms/p/phantomstock.asp
[https://perma.cc/ANJ9-N9YA] (A phantom stock plan is “[a]n
employee benefit plan that gives selected employees (senior man-
agement) many of the benefits of stock ownership without actually
giving them any company stock. . . . Rather than getting physical
stock, the employee receives ‘pretend’ stock [which, e]ven though
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18 Opinion of the Court 21-14428
it’s not real, . . . follows the price movement of the company’s ac-
tual stock, paying out any resulting profits.”) [https://web.ar-
chive.org/web/20150328072235/http://www.in-
vestopedia.com/terms/p/phantomstock.asp]. Had O’Shea in-
quired, he could’ve easily discovered the alleged fraud. See Dickin-
son, 882 So. 2d at 298.
These facts warrant but one conclusion: O’Shea should’ve
discovered the alleged fraud at the time he and OMi entered into
the contract, when he knew (1) the terms of the contract, (2) what
he perceived OMi to be representing, and (3) that he lacked
knowledge about phantom stock. Kindred v. Burlington N. R. Co.,
742 So. 2d 155, 157 (Ala. 1999) (“When a claim accrues, for statute-
of-limitations purposes, is a question of law if the facts are undis-
puted and the evidence warrants but one conclusion.”). And so
O’Shea’s fraud claims accrued no later than when he signed the
contract knowing these facts.
At the latest, O’Shea should have reasonably discovered the
alleged fraud when he began receiving the quarterly distributions
for the phantom stock. The payment should have put him on no-
tice that he was not receiving actual shares of stock.
Because O’Shea didn’t sue until October 2020, more than
five years after signing the employment agreement on April 6,
2015, and more than two years after he started receiving the quar-
terly distributions for the phantom stock, we affirm the district
court’s conclusion that his fraud claims were barred by Alabama’s
two-year statute of limitations. We therefore need not reach the
USCA11 Case: 21-14428 Document: 36-1 Date Filed: 07/24/2023 Page: 19 of 19
21-14428 Opinion of the Court 19
district court’s alternative conclusion that O’Shea failed to plausi-
bly allege his fraud claims.
AFFIRMED.