In the

United States Court of Appeals

For the Seventh Circuit

No. 00-1718

The Whitlock Corporation, formerly known

as Apex Automotive Warehouse, L.P.,

Plaintiff-Appellant,

v.

Deloitte & Touche, L.L.P.,

Defendant-Appellee.

Appeal from the United States District Court for

the

Northern District of Illinois, Eastern Division.

No. 99 C 2537--Rebecca R. Pallmeyer, Judge.

Argued October 27, 2000--Decided December 7,

2000

 Before Easterbrook, Kanne, and Rovner,

Circuit Judges.

 Easterbrook, Circuit Judge. In January

1995 Apex Automotive Warehouse, a

wholesaler of auto parts, purchased from

WSR Corporation the stock of Whitlock

Corporation, a retailer of auto parts. As

is common in transactions of this kind,

the closing price was calculated on the

basis of pro forma financial statements

that the seller had prepared, and whose

accuracy the seller warranted. See LHLC

Corp. v. Cluett, Peabody & Co., 842 F.2d

928 (7th Cir. 1988). These hastily

prepared statements were to be followed

up by a more complete estimate of the

assets’ value, to be performed by wsr’s

auditor Deloitte & Touche, with

adjustments to the price made

accordingly.

 Within months Apex encountered financial

distress as a result of the transaction,

or at least with the price paid for the

retail stores and their inventory, and in

1996 it entered bankruptcy, where it

reorganized jointly with Whitlock and was

merged into a single firm. (The surviving
entity has the Whitlock name, but we use

Apex in this opinion to avoid confusion.)

wsr and Deloitte never tendered a postclosing report to facilitate a price

adjustment. The adversary proceeding now

before us represents an effort to recover

from Deloitte, for the benefit of Apex’s

creditors, on the theory that Deloitte

committed fraud by failing to alert Apex

that the Whitlock stock had been

overvalued. Apex has disavowed any claim

under the federal securities laws, which

include not only a one-year statute of

limitations but also a three-year statute

of repose, Lampf, Pleva, Lipkind, Prupis

& Petigrow v. Gilbertson, 501 U.S. 350

(1991); Short v. Belleville Shoe

Manufacturing Co., 908 F.2d 1385 (7th

Cir. 1990), and rests its hopes on the

law of Illinois, which the parties agree

supplies the rule of decision. For claims

under Illinois law against accountants

the statute of limitations is two years,

735 ILCS 5/13-214.2(a), commencing when

the plaintiff "knew or reasonably should

have known" not only of its injury but

also that the injury may have had a

wrongful cause. See Knox College v.

Celotex Corp., 88 Ill. 2d 407, 415, 430

N.E.2d 976, 980 (1981). Apex added

Deloitte to the adversary proceeding in

May 1998, so if its claim accrued before

May 1996 it has expired. Both the

bankruptcy court, 1999 Bankr. Lexis 209

(Bankr. N.D. Ill. Mar. 9, 1999), and the

district court, 2000 U.S. Dist. Lexis 2045

(N.D. Ill. Feb. 17, 2000), concluded that

the statute of limitations has run and

dismissed Deloitte as a defendant. A

partial final judgment under Fed. R.

Bankr. P. 7054 and Fed. R. Civ. P. 54(b)

enables us to resolve Apex’s appeal while

its suit against wsr continues in the

bankruptcy court.

 Bankruptcy Judge Katz relied on three

principal considerations when granting

summary judgment to Deloitte. First, one

of Apex’s accountants sent its general

partner a memorandum in April 1995

stating that "what they did to us was to

intentionally mislead you as to how they

would value the inventory." That

memorandum showed strong suspicion, if

not actual knowledge, of both injury and

a wrongful cause, starting the period of

limitations, the bankruptcy judge

concluded. Second, Apex filed suit in

October 1995 accusing both wsr and

Deloitte of miscalculating the value of
certain items that entered into the price

Apex paid for the Whitlock stock. Again

that suit (soon dismissed because

Deloitte’s presence as a defendant

spoiled diversity of citizenship)

revealed suspicion, if not actual

knowledge. Third, on October 6, 1995, the

president of Apex’s general partner sent

Deloitte a letter stating, among other

things:

Apex’s lawyers are continuing their

investigation into whether wsr and/or

Deloitte face liability for damages

arising from (1) an adverse material

change in the condition of the business;

(2) breaches of representations and

warranties with respect to wsr’s financial

statements; (3) other omissions, errors

and irregularities in wsr’s books, records

and audited financial statements; and (4)

other breaches of the Stock Purchase

agreement.

This letter, the bankruptcy court

concluded, showed that by October 1995

(10 months after the closing) Apex was on

inquiry concerning both injury and

causation; and because the Illinois

statute of limitations starts to run when

a reasonable person would have commenced

an inquiry, the time for suit expired no

later than October 1997. The district

court agreed with these conclusions.

 Apex’s appeal is founded on two legal

misconceptions. The first is that in

bankruptcy (and diversity) cases federal

courts follow state rules about the

allocation of issues between judge and

jury. They do not; federal rules always

control in federal court. Mayer v. Gary

Partners & Co., 29 F.3d 330 (7th Cir.

1994). Apex believes that Illinois favors

jury decision of disputes about the

commencement of the period of

limitations. That may be so, but in

federal court Fed. R. Civ. P. 56 provides

that only a material dispute about an

issue of fact requires trial; there is no

preference for trial on a dispute that

can be resolved by a judge using

(materially) undisputed facts. Celotex

Corp. v. Catrett, 477 U.S. 317 (1986);

Wallace v. SMC Pneumatics, Inc., 103 F.3d

1394, 1396 (7th Cir. 1997).

 The second misconception is that the

period of limitations starts defendantby-defendant, rather than injury-by-
injury. The period of limitations began

to run against wsr no later than April

1995, when (as the accountant’s letter of

that month shows) Apex already believed

that chicanery had occurred in the

valuation of Whitlock’s inventory. By

then Apex not only knew of its injury

(about which it learned promptly after

the closing in January 1995) but also

strongly suspected that its injury had a

wrongful cause. But, Apex insists, the

April 1995 letter is ambiguous: the word

"they" in the statement "what they did to

us was to intentionally mislead you"

could refer only to actors at wsr. It was

in the dark for longer, Apex submits,

about Deloitte’s role. Maybe so, but if

Apex’s claim accrued in April 1995, then

time started running with respect to all

potentially responsible persons. See

LeBlang Motors, Ltd. v. Subaru of

America, Inc., 148 F.3d 680, 690-92 (7th

Cir. 1998) (Illinois law); City National

Bank of Florida v. Checkers, Simon &

Rosner, 32 F.3d 277, 283-84 (7th Cir.

1994) (Illinois law); Central States

Pension Fund v. Navco, 3 F.3d 167, 171

(7th Cir. 1993) (federal common law);

Young v. McKiegue, 303 Ill. App. 3d 380,

388, 708 N.E.2d 493, 500 (1st Dist.

1999). Apex could have used the ensuing

years to determine who was to blame, and

of course it did not have to search hard

to find Deloitte. Apex has not cited any

decision by an Illinois court standing

for the proposition that the statute of

limitations for a single injury starts to

run at different times against different

potentially responsible persons. It does

cite decisions by two federal district

courts. See Antell v. Arthur Anderson

LLP, 1998 U.S. Dist. Lexis 7183 (N.D. Ill.

April 30, 1998); Ventre v. Datronic

Rental Corp., 1996 U.S. Dist. Lexis 17501

(N.D. Ill. Nov. 18, 1996). But Antell,

which was rendered before LeBlang and

Young (and failed to discuss either City

National Bank or Navco), cannot be deemed

authoritative, and Ventre held only that

the commencement of the limitations

period with respect to one injury does

not start the time with respect to a

different injury caused by a different

person through a different fraudulent

means. Apex’s claim concerns a single

injury, the allegedly inflated price it

paid for wsr’s stock in Whitlock.

 True enough, tolling rules may extend

the time by different amounts with
respect to different parties that have

behaved differently, and Apex argues that

Deloitte fraudulently concealed its role.

See generally Cada v. Baxter Healthcare

Corp., 920 F.2d 446 (7th Cir. 1990)

(discussing the scope of both equitable

tolling and equitable estoppel). Still,

the claim against Deloitte accrued, and

the clock began to tick, no later than

April 1995. It has continued ticking,

too, because Apex has adduced no evidence

of "concealment," fraudulent or

otherwise, by Deloitte. Simple denials of

liability do not toll the period of

limitations or estop the adverse party to

rely on it. Singletary v. Continental

Illinois National Bank, 9 F.3d 1236 (7th

Cir. 1993). Apex does not contend that

Deloitte spoliated evidence or lied in

response to inquiries; rather its

fraudulent-concealment theory is that

Deloitte owed it a fiduciary duty, so

that tolling continued until Deloitte

came forward with the truth. On this

view, the time to sue could be postponed

until after the litigation was over, if

Deloitte continued to deny culpability.

That is not the function of the

fraudulent-concealment principle; even a

fiduciary is entitled to the benefit of

the statute of limitations without a need

to confess to wrongdoing. Although

Illinois sometimes allows a fiduciary’s

silence to toll a period of limitations,

see Chicago Park District v. Kenroy,

Inc., 78 Ill. 2d 555, 562, 402 N.E.2d

181, 185 (1980), that possibility does

Apex no good, for Deloitte was not its

fiduciary. Apex did not hire Deloitte to

look out for its interests in the

transaction; Deloitte was wsr’s auditor,

and Apex dealt with wsr at arms’ length.

As part of the sale wsr and Apex jointly

engaged Deloitte to perform certain

auditing functions, but Deloitte could

not sensibly have served as a fiduciary

to both buyer and seller in the

transaction, obliged to favor Apex’s

position over wsr’s--and to favor wsr’s

position over Apex’s at the same time.

 Deloitte may well have had contractual

duties to both principals in the

transaction, but adding the word

"fiduciary" does not help us understand

the nature of these duties or the period

within which to initiate litigation about

them. Deloitte served as an informational

intermediary to a firm that was itself an

expert in the auto parts business, so its
silence about details that affected the

calculation of the purchase price did not

amount to fraudulent concealment. Apex

hired a separate accountant to check on

Deloitte’s work, a step that makes it

even harder to see why Deloitte’s silence

should postpone litigation. Moreover,

Apex concedes that Deloitte was not its

fiduciary at the time the first set of

financial statements (before closing) was

prepared, and it is these financials that

Apex contends were fraudulent. Apex could

not count on any duties Deloitte may have

assumed with respect to later

transactions or statements to induce a

duty of candor with respect to documents

prepared earlier. See Lagen v. Balcor

Co., 274 Ill. App. 3d 11, 20, 653 N.E.2d

968, 975 (2d Dist. 1995).

 Nor did Deloitte’s occasional soothing

assurances to Apex create an equitable

estoppel that keeps the suit alive. As

the bankruptcy court observed, none of

the supposedly lulling statements on

which Apex now relies occurred after

October 1995; by then Apex and Deloitte

had adversarial relations. Unless

equitable estoppel postponed the time

past May 1996, however, the suit is

untimely. Like the bankruptcy and

district courts, therefore, we find it

unnecessary to decide whether some time

could be excluded by equitable tolling.

No view of the record would entitle Apex

to the exclusion of enough time to make a

difference.

Affirmed