Servicios De Almacen Fiscal Zona Franca Y Mandatos S.A. v. Ryder International, Inc.

[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT FILED
________________________ U.S. COURT OF APPEALS
ELEVENTH CIRCUIT
February 11, 2008
No. 07-13320
THOMAS K. KAHN
Non-Argument Calendar CLERK
________________________
D. C. Docket No. 06-22774-CV-PCH
SERVICIOS DE ALMACEN FISCAL ZONA FRANCA Y MANDATOS S.A.,
a/k/a S.A.F., S.A. Mirave 3051 (1284) Buenos Aires, Argentina,
Plaintiff-Appellant,
versus
RYDER INTERNATIONAL, INC.,
RYDER SYSTEM INC., a Florida Corporation,
Defendants-Appellees.
________________________
Appeal from the United States District Court
for the Southern District of Florida
_________________________
(February 11, 2008)
Before DUBINA, HULL and WILSON, Circuit Judges.
PER CURIAM:
This appeal arises out of the district court’s grant of Defendant Ryder
International, Inc.’s (“Ryder”) motions to dismiss Plaintiff Servicios de Almacen
Fiscal Zona Franca Y Mandatos S.A., a/k/a S.A.F, S.A.’s (“SAF”) initial
complaint and amended complaint. For the reasons discussed below, we affirm.
I. BACKGROUND
On March 23, 1995, SAF and Ryder entered into a “Confidentiality and
Work Development Agreement” for the purpose of working together to pursue
potential clients in Argentina to whom they could supply certain transportation
and logistical services. The relevant terms of this agreement are that the parties
“agree to be willing to jointly offer automotive companies in the Argentine
market” transportation services. “Once either party has identified possible
customers, such party will present them to the other party in order that both may
jointly pursue individual customers.” “Once conversations with possible
customers are underway, and before signing contracts with such possible
customers, Ryder and SAF shall execute an agreement opening relations between
them for each customer.”
On December 19, 1995, SAF and Ryder signed a “Supplementary
Agreement” which set forth names of the companies whom SAF and Ryder had
2
already contacted. Furthermore, this agreement set forth the specific services to be
provided by SAF if the companies entered into contracts with other businesses.
On August 30, 2005, Ryder informed SAF, via letter, that it had decided to
terminate the business agreement effective March 1, 2006.
On November 13, 2006, SAF filed suit alleging breach of contract as well as
usurpation of business opportunity and seeking to impose a constructive trust.
The crux of its complaint is that Ryder impermissibly sought out and entered into
contracts with companies in Argentina to provide the types of services set forth in
the agreements and did so without ever notifying SAF or giving SAF the
opportunity to participate in those deals. On January 8, 2007, Ryder filed a
motion to dismiss, which the district court granted on February 26, 2007. The
court held that no enforceable contract was formed and that the breach of contract
claim was time-barred in any event. The court also found that SAF’s usurpation
claim fails as a matter of law because Ryder was not a fiduciary of SAF, which is a
required element of a usurpation claim under Florida law. In dismissing the
constructive trust claim, the district court did not set forth any specific reasons, but
rather stated that “[i]n view of the Court’s rulings discussed above, dismissal of
SAF’s claim for imposition of constructive trust is also appropriate.”
Following the district court’s dismissal of its initial complaint, SAF filed
3
an amended complaint on March 8, 2007, which included two new claims:
constructive fraud and promissory estoppel. Ryder filed a motion to dismiss the
amended complaint on March 28, 2007, which the court granted on June 19, 2007.
The court found that SAF’s constructive fraud claim warranted dismissal because
SAF failed to establish that Ryder owed SAF a fiduciary duty. In dismissing
SAF’s promissory estoppel claim, the district court found that any reliance on the
promises made by Ryder was unreasonable and that the statute of limitations had
run.
II. ISSUE
Whether the district court properly dismissed SAF’s initial complaint and
amended complaint.
III. STANDARD OF REVIEW
This court “review[s] de novo a district court’s dismissal of a complaint for
failure to state a claim upon which relief could be granted.” Financial Sec. Assur.,
Inc. v. Stephens, Inc., 500 F.3d 1276, 1282 (11th 2007). This court “review[s] de
novo the district court’s dismissal of [a] complaint for failure to satisfy the statute
of limitations.” Jackson v. Astrue, 506 F.3d 1349, 1352 (11th Cir. 2007).
IV. DISCUSSION
A) Breach of Contract and Promissory Estoppel Claims
4
Though the district court found that the agreements at issue were mere
agreements to agree and thus unenforceable, we need not address this finding
because even if the agreements were enforceable, the statute of limitations for the
plaintiff’s breach of contract claim had run. Florida Statute § 95.11(2)(b) states
that the statute of limitations for breaches of written contracts is five years from
the time the cause of action accrues. Florida does not apply the discovery rule to §
95.11(2)(b), so the date of accrual is the date of the first breach. See Abbot Labs.,
Inc. v. Glen Elec. Capital, 765 So. 2d 737, 740 (Fla. Dist. Ct. App. 2000)(“[T]he
legislature did not intend to provide a discovery rule in section 95.11(2)(b) . . . .
To conclude otherwise would require us to write into section 95.11(2)(b) . . . a
discovery rule when the legislature has not.”). In this case, the plaintiff admitted
that the first breach occurred no later than July 24, 2001. Thus, since SAF did not
file suit until November 13, 2006, SAF’s breach of contract claim is time-barred.1
SAF’s promissory estoppel claim was also correctly dismissed on statute of
1
SAF argues that the statute of limitations begins to run anew each time that Ryder
allegedly contacted another customer without notifying SAF. However, Florida courts have
rejected this argument. See Garden Isles Apartments No. 3, Inc. v. Connolly, 546 So. 2d 38, 41
(Fla. Dist. Ct. App. 1989) (stating that “[t]he subject escalation clauses were first enforced in
1975 and 1976 respectively. Contrary to appellants’ argument that a new cause of action arose
each time a new five-year escalation clause became effective, we hold that the cause of action in
this case accrued at the time of the first escalation and that the complaint filed in 1986 was well
beyond the applicable five-year statute of limitation periods [derived from § 95.11(2)(b)], which
commenced in 1975 and 1976.”).
5
limitations grounds. Promissory estoppel is an “equitable action on a contract,
obligation, or liability not founded on a written instrument,” which must be
commenced within four years from when the last element constituting the cause of
actions occurs. FLA. STAT. §§ 95.11(3)(k). The analysis here is identical to the
analysis discussed above regarding the breach of contract claim, except the
limitations period is one year shorter. As previously mentioned, SAF has admitted
that the first breach occurred prior to July 24, 2001. Thus, it was on this date, at
the latest, that the last element constituting the cause of action occurred. Since
more than four years passed between this date and the date of the complaint, the
district court properly dismissed this claim.
B) Usurpation of Business Opportunities, Constructive Trust, and Constructive
Fraud Claims
The district court correctly dismissed these claims because Ryder failed to
sufficiently allege a fiduciary relationship, a required element in each of these
claims.
First, SAF alleged that Ryder breached its fiduciary duty to SAF by
usurping business opportunities. Unsurprisingly, the first requirement for such a
claim is the existence of a fiduciary relationship. See Taylor Woodrow Homes
6
Fla., Inc. v. 4/46-A Corp., 850 So. 2d 536, 540 (Fla. Dist. Ct. App. 2003) (“A
cause of action for breach of a fiduciary duty is founded on a fiduciary
relationship.”). Second, SAF alleged that the court should impose a constructive
trust against Ryder. Similar to a breach of fiduciary duty claim, “it is essential that
the confidential relation be established before a constructive trust will be raised.”
Quinn v. Phipps, 113 So. 419, 422 (Fla. 1929). Third, SAF alleged that Ryder had
committed a constructive fraud. Once again, a fiduciary relationship is required in
order to succeed on such a claim. See Levy v. Levy, 862 So. 2d 48, 53 (Fla. 3rd
DCA 2002) (“Constructive fraud occurs when a duty under a confidential or
fiduciary relationship has been abused . . . .”). It is clear from these cases that the
threshold requirement for each of these claims is the existence of a fiduciary
relationship, and the district court correctly found that such a relationship was
absent.
SAF primarily argues that a fiduciary relationship exists because Ryder is a
bigger company. However, the mere fact that Ryder “stands in a position of
greater bargaining power by virtue of its global economic status is . . . not
sufficient by itself to impose a fiduciary obligation.” Am. Honda Motor Co., Inc.
v. Motorcyle Info. Network, Inc., 390 F. Supp. 2d 1170, 1180 (M.D. Fla. 2005).
Furthermore, as the district court correctly pointed out, “[w]hen the parties are
7
dealing at arm’s length, a fiduciary relationship does not exist because there is no
duty imposed on either party to protect or benefit the other.” Taylor Woodrow
Homes, 850 So. 2d at 541. Therefore, since SAF and Ryder were dealing at arm’s
length and the mere fact that Ryder is a larger company does not create a fiduciary
relationship, the district court correctly held that Ryder had failed to set forth any
facts which could give rise to a fiduciary obligation. Absent such an obligation,
none of SAF’s aforementioned claims can proceed, and the motion to dismiss such
claims was properly granted.
IV. CONCLUSION
For the aforementioned reasons, we affirm the district court’s grant of
Ryder’s motions to dismiss the initial complaint and the amended complaint.
AFFIRMED.
8