In The Matter Of: SUN TOOL COMPANY Debtor ---------------------------------- ESTATE… v. Stephen Lbaker

* Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH CIR.
R. 47.5.4.
IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
No. 07-20456
In The Matter Of: SUN TOOL COMPANY
Debtor
----------------------------------
ESTATE OF SUN TOOL COMPANY INC, by and through Joseph M Hill,
Trustee for the Estate of Sun Tool Company, Debtor
Appellant
v.
STEPHEN L BAKER; ROSS, BANKS, MAY, CRON & CAVIN; ESTATE OF
KHOI TRUONG; HOA TRUONG, Individually
Appellees
Appeal from the United States District Court
for the Southern District of Texas, Houston
USDC No. 4:05-CV-1787
Before KING, WIENER, and ELROD, Circuit Judges.
PER CURIAM:*
United States Court of Appeals
Fifth Circuit
F I L E D
May 9, 2008
Charles R. Fulbruge III
Clerk

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No. 07-20456
2
We have carefully reviewed the briefs and the record, and we have had the
benefit of oral argument. We have concluded that the record establishes that
attorney Stephen L. Baker made it clear, both before the meeting of June 1,
2003, and during the meeting, that he represented Hoa Truong. Sun Tool
Company, Inc. could not have justifiably relied on statements made by Baker
during the meeting because the record further establishes that an adversarial
relationship existed between Baker and Sun Tool, and that Sun Tool did not
believe the alleged representations of Baker and could not justifiably have relied
on those statements. Further, lacking any evidence, expert testimony or
otherwise, supporting the essential elements on Sun Tool’s breach of fiduciary
duty claim, the district court correctly held that Baker did not breach any
fiduciary duty to Sun Tool after the June 1, 2003 meeting.
The district court’s Order Adopting Memorandum, Recommendation and
Order entered June 8, 2006 is AFFIRMED for essentially the reasons set forth
therein; the district court’s Order Adopting Magistrate Judge’s Memorandum,
Recommendation, and Order entered February 26, 2007 is AFFIRMED for
essentially the reasons set forth therein; and the district court’s Order of
Dismissal entered April 9, 2007 is AFFIRMED.
AFFIRMED. Costs shall be borne by Appellants.

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