Bela (bill) Vidor v. American International Group, Inc.

This disposition is not appropriate for publication and is not precedent*
except as provided by 9th Cir. R. 36-3.
The panel unanimously concludes this case is suitable for decision**
without oral argument. See Fed. R. App. P. 34(a)(2).
NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
BELA (BILL) VIDOR,
Plaintiff - Appellant,
v.
AMERICAN INTERNATIONAL
GROUP, INC.; ROBERT “STEVE”
MILLER, Chairman of the Board of
Directors,
Defendants - Appellees.
No. 11-16828
D.C. No. 3:11-cv-00315-SI
MEMORANDUM*
Appeal from the United States District Court
for the Northern District of California
Susan Illston, District Judge, Presiding
Submitted November 13, 2012**
Before: CANBY, TROTT, and W. FLETCHER, Circuit Judges.
Bela (Bill) Vidor appeals pro se from the district court’s judgment
dismissing his diversity action alleging state law and federal claims related to an
FILED
NOV 20 2012
MOLLY C. DWYER, CLERK
U .S. C OU R T OF APPE ALS

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allegedly fraudulent stock transaction involving defendant American International
Group, Inc. (“AIG”). We have jurisdiction under 28 U.S.C. § 1291. We review de
novo, Lacey v. Maricopa County, 693 F.3d 896, 911 (9th Cir. 2012) (en banc), and
we affirm.
The district court properly dismissed Vidor’s claims for fraud, negligent
misrepresentation, and promissory estoppel because Vidor failed to allege one or
more elements for a prima facie claim, and also failed to plead the circumstances
surrounding the alleged fraud or misrepresentation with particularity. See Fed. R.
Civ. P. 9(b); Platt Elec. Supply, Inc. v. EOFF Elec., Inc., 522 F.3d 1049, 1055 (9th
Cir. 2008) (listing “very similar” elements of negligent misrepresentation and fraud
under California law); Aguilar v. Int’l Longshoremen’s Union Local No. 10, 966
F.2d 443, 445 & n.2 (9th Cir. 1992) (listing elements of promissory estoppel).
The district court properly dismissed Vidor’s claims for breach of fiduciary
duty and violation of the Trust Indenture Act, 15 U.S.C. §§ 77aaa et seq. (the
“Act”), because the hybrid AIG securities that Vidor purchased did not create a
fiduciary relationship and exempted the transaction from the Act. See Shaffer v.
Heitner, 433 U.S. 186, 215 n.44 (1977) (law of the state of incorporation governs
the liabilities of a corporation’s officers or directors); Simons v. Cogan, 549 A.2d
300, 303-04 (Del. 1988) (under Delaware law, convertible debenture does not

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make the investor a stockholder to whom a fiduciary duty lies); see also 15 U.S.C.
§ 77ddd(a)(2) (Act does not apply to “any certificate of interest or participation in
two or more securities having substantially different rights and privileges”).
Issues raised on appeal but not supported by argument, including with
respect to the district court’s denial of Vidor’s motion for injunctive relief and
dismissal with leave to amend of Vidor’s original complaint, are deemed
abandoned. See Am. Int’l Enters., Inc. v. FDIC, 3 F.3d 1263, 1266 (9th Cir. 1993).
AFFIRMED.

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