FILED

U.S. COURT OF APPEALS

ELEVENTH CIRCUIT

February 11, 2008

THOMAS K. KAHN

CLERK

[DO NOT PUBLISH]

IN THE UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIRCUIT

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No. 07-13320

Non-Argument Calendar

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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.
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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
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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
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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
 SAF argues that the statute of limitations begins to run anew each time that Ryder 1

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.”). 

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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.

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SAF’s promissory estoppel claim was also correctly dismissed on statute of
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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
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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
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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.