                                 UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                                 No. 09-1690


TOBACCO TECHNOLOGY, INCORPORATED,

                Plaintiff - Appellant,

           v.

TAIGA INTERNATIONAL      N.V.;    THOMAS   J.   MASSETTI;    MARIE-PAUL
VOUTE,

                Defendants - Appellees.



Appeal from the United States District Court for the District of
Maryland, at Baltimore.    Catherine C. Blake, District Judge.
(1:06-cv-00563-CCB)


Argued:   May 13, 2010                            Decided:    July 20, 2010


Before DUNCAN and KEENAN, Circuit Judges, and Arthur L. ALARCÓN,
Senior Circuit Judge of the United States Court of Appeals for
the Ninth Circuit, sitting by designation.


Affirmed by unpublished opinion.        Judge Duncan wrote the
opinion, in which Judge Keenan and Senior Judge Alarcón joined.


ARGUED: Thomas Matthew Wilson, III, TYDINGS & ROSENBERG, LLP,
Baltimore, Maryland, for Appellant. David B. Salmons, BINGHAM &
MCCUTCHEN, LLP, Washington, D.C., for Appellees.      ON BRIEF:
Gregory M. Garrett, TYDINGS & ROSENBERG, LLP, Baltimore,
Maryland, for Appellant. Stanley J. Reed, William A. Goldberg,
LERCH, EARLY & BREWER, CHTD., Bethesda, Maryland, for Appellee
Thomas J. Massetti; Boyd T. Cloern, Bryan M. Killian, BINGHAM &
MCCUTCHEN,   LLP,   Washington,   D.C.,    for   Appellees   Taiga
International N.V. and Marie-Paul Voûte.


Unpublished opinions are not binding precedent in this circuit.




                                2
DUNCAN, Circuit Judge:


     This appeal arises from a district court’s grant of summary

judgment finding that the appellant’s breach of contract claims

failed as a matter of law and that its tort-based claims of

breach of fiduciary duties were time-barred.                  For the reasons

that follow, we affirm.



                                       I.

     “Because   this   appeal     is   from      an   order   granting   summary

judgment, we recite the facts in the light most favorable to the

non-moving party.”      Garofolo v. Donald B. Heslep Assocs., 405

F.3d 194, 195 (4th Cir. 2005).



                                       A.

     Appellant Tobacco Technology International, Inc. (“TTI”) is

a closely held Maryland corporation founded in the 1970s.                     It

manufactures and distributes flavoring ingredients for use in

tobacco products.      When its founder and president Duke Cassels-

Smith died in 1987, the presidency and a majority of the stock

transferred to his widow, Jeremy Cassels-Smith (“Ms. Cassels-

Smith”).   Because     of   her   lack      of   managerial    experience,   Ms.

Cassels-Smith hired Ronald Whitehead (“Whitehead”) to be TTI’s

president in 1991.       Whitehead was also made a director.                 Ms.




                                       3
Cassels-Smith assumed the title of chairwoman of the board, to

which the title of CEO was later added.

      TTI’s   bylaws    provided      that    Whitehead,      as    president,    had

“the responsibility for the active management of the business

and general supervision and direction of all of the affairs of

the Corporation.”       J.A. 612.      The bylaws also gave Whitehead the

express     authority    “to   execute        any     documents     requiring     the

signature of an executive officer.”                 Id.    Throughout his tenure,

Whitehead exercised this authority to enter into contracts on

TTI’s behalf, and, as acknowledged by Ms. Cassels-Smith, did so

without    any   oversight     from      TTI’s      board    of    directors.     By

contrast,     Ms.   Cassels-Smith’s           own     positions      conferred     no

substantive responsibilities.             Her role, in her own words, was

that of a “[n]ag” who “just wanted to be kept informed about

everything.”     J.A. 153.

      Although the bylaws did not limit Whitehead’s ability to

manage TTI’s affairs, he did sign a nondisclosure agreement that

prohibited disclosure of its proprietary information.                    Part 3.B.

of   the   agreement    provided    in    part      that    Whitehead   could    not,

without written consent of the board of directors,

      disclose to others, or appropriate to his own use or
      the use of others, any confidential information of
      TTI.    All information, regardless whether written,
      pertaining to TTI’s business, including, without
      limitation,    information     regarding   customers,
      prospective customers, customer lists, costs, prices,
      pricing lists, earnings, products, product lists,


                                          4
       formulae,   research  and   development,   compositions,
       machines, apparatus, systems, procedures, prospective
       and    executed    contracts    and    other    business
       arrangements, and sources of supply are presumed to be
       confidential information of TTI for purposes of this
       Agreement.

J.A.       627    (emphasis     added).         Subject    to     the   nondisclosure

agreement, Whitehead ran TTI’s affairs until his departure in

2003. 1      He conducted the day-to-day business of the company,

including         entering      into     formal       contracts     and     purchasing

facilities, without the input of Ms. Cassels-Smith or any other

officer or director of TTI.               One of Whitehead’s responsibilities

as    president      was     the   management      of   TTI’s     relationship      with

Appellee Taiga International, N.V. (“Taiga”).

       Taiga is a closely held Belgian corporation formed in 1992

with the aid of several TTI directors -- including Whitehead and

Ms.    Cassels-Smith          --   who    became      partial     owners    in     their

individual capacities.             Also contributing to its formation were

Thomas Massetti (“Massetti”), a fellow TTI director and the CEO

of    Craftmaster      Flavor      Technology,     Inc.   (“Craftmaster”),         which

produced         flavoring    ingredients       for     food    products,    and     his




       1
       When Whitehead left TTI in March 2003, he was replaced as
president by Ms. Cassels-Smith’s son, George Cassels-Smith
(“George Cassels-Smith”).




                                            5
longtime          business          associate,            Marie-Paul        Voûte        (“Voûte”). 2

Taiga’s          purpose        was       to     serve     as    a    distributor             of    both

Craftmaster’s and TTI’s products in Europe.                                Upon its formation,

Massetti         was     appointed         its    president,         and    Voûte    its       general

manager.          These two individuals thereafter assumed day-to-day

control of Taiga’s operations.

       In    its        first       few    years     of    operation,       Taiga        focused     on

distributing            its     food-flavoring            products     in    conjunction            with

Craftmaster.             Then, in 1996, Taiga entered into an arrangement

with       TTI     for        the     distribution          of     TTI’s     tobacco-flavoring

products.              This    arrangement          was    not   formalized         in    a    written

contract, but was informally managed by Whitehead, Massetti, and

Voûte.       Under the initial 1996 arrangement, Taiga would purchase

TTI’s flavoring ingredients at a profit to TTI, then repackage

the flavoring ingredients with its own finishing ingredients and

distribute         the        final       product    in    Europe     as    a     Taiga       product.

Taiga would then make a second payment to TTI in the form of a

percentage commission of the final sale price.                                  Taiga could only

sell       its    products          in     countries       where     TTI    was     not       directly

selling          its     own     products,          and     Taiga     was       prohibited          from

producing tobacco flavoring ingredients.

       2
        Massetti and Voûte,                          together        with    Taiga,           are   the
defendants in this litigation.




                                                     6
       A couple of years after the 1996 initial agreement, TTI

entered        a    period    of    financial        difficulty.     The    difficulties

began in 1998, when Whitehead transferred one of TTI’s flavor-

chemists, Brian Hawking, from the United States to Ireland, and

provided him a laboratory. 3                    Despite the payment of substantial

sums for Hawking’s laboratory and salary, Hawking developed no

flavors for TTI.             As described by one TTI officer and director,

Hawking and his laboratory were “a drain on the company” that

did not provide “any benefit for TTI.”                          J.A. 550.       This drain

contributed to the overall decline in TTI’s financial health

between 1998 and 2000.                     Notes from an April 1999 TTI board

meeting state that “the cash flow for 1998 and 1999 is tight.”

J.A. 690.           Also, from 1999 to 2000, TTI’s pre-tax profits fell

from       a   $677,000      gain    to    a    $17,000   loss.     During      that    same

period, TTI borrowed over a million dollars from Massetti and

Whitehead, and also came within forty-eight hours of declaring

bankruptcy before being rescued by an influx of private capital

from other directors.                Although George Cassels-Smith was later

to   opine         that   TTI’s     financial        position   during   this    time   was

“beautiful,”          J.A.    356,        Ms.   Cassels-Smith      acknowledged        these

financial difficulties, stating that TTI was “losing business

       3
       Hawking’s employment contract contained a nondisclosure
provision identical to Whitehead’s.




                                                 7
hand over fist,” J.A. 186, was “constantly borrowing from Peter

to pay Paul,” J.A. 189, and was “going downhill in a toboggan,”

J.A. 269.      Other TTI officers and directors echoed this view. 4

    While       TTI   was   experiencing       financial       troubles,   Whitehead

sought to negotiate changes to TTI’s 1996 initial agreement with

Taiga.    These efforts occurred on two separate occasions. 5

    First, in February 2000, Whitehead agreed with Massetti and

Voûte    to    several   modifications        to   the    arrangement.      We    will

refer to this revised agreement as the “Proposed Agreement.” 6

Under    the    Proposed     Agreement,       Taiga      could   develop    its    own

flavors for use in finished tobacco products and market those

products in European countries where TTI was selling its own

products       directly.      In   exchange,        Taiga      would   continue    to

purchase      TTI’s   flavoring    ingredients           and   pay   commissions    on

them.    The three individuals further agreed to change the method



    4
       For example, Thomas Cravotta, who was a Vice President of
TTI in 1998, admitted that “in the period around 2000 TTI was
experiencing financial difficulties.”      J.A. 551.    Massetti
further noted that as of August 2000, TTI was “in serious
financial trouble.” J.A. 290.
    5
       Like the 1996 initial agreement, these modifications were
not formalized in written contracts.
    6
       TTI has dubbed this agreement the “London Proposal,”
presumably because Whitehead met with Massetti and Voute in
London to discuss it.   For ease of reference, however, we have
adopted the district court’s terminology.




                                          8
for calculating the commissions that Taiga would pay to TTI.

Under the Proposed Agreement, Taiga would pay TTI only for the

raw    cost      of    TTI’s   flavoring   ingredients         if    the    final       Taiga

product comprised more than 30 percent of TTI’s ingredients.                              If

the    final      product      comprised   less    than       30    percent       of    TTI’s

flavoring ingredients, Taiga continued to pay TTI a percentage

commission.

       Whitehead informed the Cassels-Smiths of the terms of the

Proposed         Agreement.        Recognizing        that     Whitehead          had     the

authority         to   negotiate    on   behalf    of       TTI,    Ms.    Cassels-Smith

agreed to its terms.               She told Whitehead, however, that she

wanted      George       Cassels-Smith     to    be     a    part    of     any     further

decisions on TTI’s behalf regarding the arrangement with Taiga. 7

       Despite         Ms.   Cassels-Smith’s     request,      Whitehead          proceeded

alone in August 2000 to finalize the agreement with Massetti and

Voûte.          The “Final Agreement” adopted the modifications agreed

upon       in    the    Proposed    Agreement      and       added    two     additional

components. 8           First, Whitehead        agreed to allocate Hawking to

Taiga to develop flavors.            In exchange, Taiga would assume TTI’s

       7
       The record is unclear as to the position George Cassels-
Smith held during the year 2000.
       8
        TTI refers to the Final Agreement as the “2000
Transaction.” Again, we adopt the district court’s terminology.




                                           9
financial responsibility for Hawking’s laboratory and associated

costs,    and        would     gradually         supply        Hawking     independent

compensation as TTI concomitantly reduced his salary.                               Taiga

would    continue       to     purchase        TTI    products       and    would      pay

commissions     to    TTI     on    all   products     containing        either    a   TTI

flavor   or     a    Taiga     flavor     developed       by    Hawking.          Second,

Whitehead     agreed     to    another      change     to      the   methodology       for

computing TTI’s commissions.               Whereas previously the commission

was based on the final sale price of the Taiga product, now it

would be based on the percentage of TTI materials incorporated

into the product. 9

     After    the     Final        Agreement    was   reached,       Hawking      created

sixty-nine new flavors for Taiga.                Taiga paid TTI commissions on




     9
       This new arrangement created more variability in the
amount that TTI could expect to profit on commissions.    As the
district court explained,
     Under the previous arrangement, if a Taiga flavor sold
     for $100, and TTI received a 15% commission on the
     sale price, TTI would receive $15 for that sale.
     Under the new arrangement, TTI would only receive its
     commission from the portion of that $100 that accounts
     for raw material costs.     Raw materials in a Taiga
     flavor may account for anywhere from 5% to 70% of the
     flavors selling price.
Tobacco Tech., Inc. v. Taiga Int’l N.V., 626 F. Supp. 2d 537,
544 n.13 (D. Md. 2009).      Accordingly, TTI could receive 15
percent of anywhere from 5 to 70 percent of the sale price --
here, from ¢75 to $10.50. Id.




                                           10
these flavors, and also paid TTI for the expenses associated

with Hawking’s laboratory.

       In   March    2003,    George    Cassels-Smith      became     president    of

TTI.    In March 2005, Taiga informed TTI that it was ending their

relationship.        Taiga then attempted to remit a payment to TTI

for TTI’s flavoring ingredients, which Taiga computed under the

terms of the Final Agreement.                  TTI objected to this payment,

arguing that under the terms of the agreement it believed to

control the relationship, the Proposed Agreement, Taiga had not

paid    enough.         Taiga       responded    that    the      Final   Agreement

controlled     the    relationship,       not   the    Proposed     Agreement,    and

that its payment was correctly calculated.                     TTI then claimed

that it had never heard of the Final Agreement and that it was

invalid.        After        an     unsuccessful      effort   to     resolve     the

differences over which agreement controlled, TTI commenced the

present litigation.



                                          B.

       In March 2006, TTI filed a five-count complaint against

Taiga, Massetti, and Voûte in the United States District Court

for the District of Maryland.             In Count I, TTI alleged a breach

of contract by Taiga, in that Taiga had failed to abide by the

terms   of   the     controlling      agreement    between     the   parties,     the

Proposed Agreement.               In Count II, TTI alleged a breach of a


                                          11
fiduciary duty by Taiga, in that Taiga had failed to disclose

the existence of the Final Agreement to TTI.                       In Count III, TTI

alleged a breach of a director’s duty by Massetti, for failing

to disclose the existence of the Final Agreement to TTI while

serving as a TTI director.              In Count IV, TTI alleged that Taiga

and    Voûte    aided    and     abetted      Massetti’s     breach      of    fiduciary

duties.        In Count V, TTI alleged a misappropriation of trade

secrets by Taiga and Voûte, by obtaining and using flavors that

Hawking developed after the Final Agreement.                          TTI thereafter

filed an amended complaint adding a Count VI, in which it sought

a declaration that the Final Agreement was invalid.

       The defendants filed two summary judgment motions, one by

Massetti and one by Taiga and Voûte, challenging all counts.

Ultimately,      the     district      court       granted   defendants’        motions.

First, the district court rejected TTI’s argument that the Final

Agreement      was     invalid    and    therefore       could     not     control   the

relationship         between     TTI    and     Taiga.       The     district      court

disagreed with TTI that Whitehead either lacked the authority as

TTI’s agent to enter into the Final Agreement, or that it was

not    saved     from     being     void      or     voidable      under      Maryland’s

Interested-Director Statute, Md. Code Ann., Corps. & Ass’ns § 2-

419.     Consequently, the district court found Counts I and VI




                                           12
failed as a matter of law, as well as components of Counts II

and III. 10

      As to TTI’s tort claims, the district court determined that

they had not been timely filed, and were thus barred.                   In doing

so,   the     district      court   rejected    TTI’s     argument     that   the

limitations period was tolled because Whitehead’s knowledge of

the Final Agreement could not be imputed to it.                  Accordingly,

the district court granted summary judgment to Taiga, Massetti,

and Voûte on all claims.

      TTI      now    appeals,      challenging     the     district     court’s

determinations on Counts II through VI.


                                       II.

      We “review[] a district court’s decision to grant summary

judgment      de   novo,   applying   the    same   legal   standards    as   the

district court.”           Pueschel v. Peters, 577 F.3d 558, 563 (4th


      10
        Count II alleges that Taiga breached fiduciary duties to
TTI, and states three different claims of breach.    First among
these is that Taiga “fail[ed] to disclose and actively
conceal[ed]” the breach of the Proposed Agreement.      J.A. 79.
Similarly, in Count III, TTI alleges that Massetti breached his
fiduciary duties to TTI, and states nine different claims for
breach.    First among these is that Massetti “fail[ed] to
disclose the breaches of contract” by not telling TTI that Taiga
was operating under the terms of the allegedly invalid Final
Agreement. J.A. 81. Upon finding that the Final Agreement was
valid, the district court found that these claims failed along
with the contract claims in Counts I and VI.




                                        13
Cir. 2009).    “Summary judgment is appropriate ‘if the pleadings,

the   discovery      and     disclosure     materials     on     file,      and   any

affidavits    show    that    there   is    no     genuine     issue   as    to   any

material fact and that the movant is entitled to judgment as a

matter of law.’”      Equal Rights Ctr. v. Niles Bolton Assocs., 602

F.3d 597, 600 (4th Cir. 2010) (quoting Fed. R. Civ. P. 56(c)).

When a case involves our diversity jurisdiction, we apply the

law that would have been applied by the state court in the state

where the district court sits.               Volvo Constr. Equip. N. Am.,

Inc. v. CLM Equip. Co., Inc., 386 F.3d 581, 599-600 (4th Cir.

2004).     Neither party disputes that Maryland’s substantive law

controls, so we apply it here.              See Am. Hot Rod Ass’n, Inc. v.

Carrier, 500 F.2d 1269, 1277 n.5 (4th Cir. 1974) (declining to

apply substantive law other than that of the state in which the

district court sat, because no argument for applying different

substantive law was made to the district court).



                                      III.

      On   appeal,   TTI     challenges     each    of   the   district      court’s

determinations:       that     the    Final      Agreement       controlled       the

relationship between TTI and Taiga, and that the remaining tort

claims are time-barred.         We address both arguments below.




                                       14
                                           A.

      We   begin    with    TTI’s       contention      that    the     district     court

erred   by    determining        that    the    Final    Agreement          controls    the

relationship between TTI and Taiga.                     TTI advances alternative

arguments in this regard.                First, it contends that the Final

Agreement is invalid because Whitehead lacked authority to agree

to it on TTI’s behalf.              Second, TTI contends that the Final

Agreement is an interested-director transaction that cannot be

saved from being void or voidable by the statutory safe harbor

provided     in   Maryland’s      interested-director           statute,       Md.   Code.

Ann., Corps. & Ass’ns § 2-419(b)(2).



                                           1.

     We first address the question of Whitehead’s authority to

bind TTI in the Final Agreement.                     Under Maryland law, “[a]n

agent’s      authority     to     act    must    come     from        the     principal.”

Progressive Cas. Ins. Co. v. Ehrhardt, 518 A.2d 151, 155 (Md.

Ct. Spec. App. 1986).            “[T]he authority conferred upon the agent

by   the     principal     can    take    two    forms:        actual       authority    or

apparent authority.”         Id.    A person can be deemed an agent based




                                           15
on either. 11      Jackson v. 2109 Brandywine, LLC, 952 A.2d 304, 322

(Md. Ct. Spec. App. 2008).

     “Actual authority is that which is actually granted by the

principal to the agent, and it may be express or implied.”                            Homa

v. Friendly Mobile Manor, 612 A.2d 322, 333 (Md. Ct. Spec. App.

1992).       Express        authority       is   conferred        by     an     “express

appointment and acceptance thereof.”               Med. Mut. Liab. Ins. Soc’y

of Md. v. Mut. Fire, Marine & Inland Ins. Co., 379 A.2d 739 (Md.

App. 1977).        Implied authority is derived “from the words and

conduct of the parties and the circumstances.”                    Id.

     We    begin    with    express     authority.      As    a    general      matter,

Whitehead enjoyed a broad grant of express authority under TTI’s

bylaws,    which     gave    him     “the    responsibility        for    the    active

management of the business and general supervision and direction

of all of the affairs of the Corporation.”                J.A. 612.           Moreover,

the bylaws gave Whitehead the “express authority to execute on

TTI’s     behalf    any     documents       requiring   the       signature      of    an

executive    officer.”         Id.      Throughout      his   tenure,         Whitehead


     11
       TTI argues that Whitehead lacked both actual and apparent
authority.   As we have said, a person can be deemed an agent
based on either form.    Jackson, 952 A.2d at 322.   Because TTI
fails to demonstrate that Whitehead lacked actual authority --
in either express or implied form -- we do not reach its
argument regarding Whitehead’s apparent authority.




                                            16
exercised this authority to enter into contracts on behalf of

TTI.     As Ms. Cassels-Smith acknowledged, Whitehead was able to

do so without needing any approval from its board of directors.

Perhaps for these reasons, TTI does not argue that Whitehead

lacked authority to agree to the Final Agreement because he had

no power to form agreements on his own.                      Rather, TTI makes a

narrower argument, contending that Whitehead exceeded the scope

of his express authority because he contravened the scope of his

nondisclosure agreement, which delimited his express authority

in a key respect.          Specifically, TTI argues that by agreeing to

have Hawking produce flavors for Taiga while Hawking remained on

TTI’s       payroll,    Whitehead    disclosed      TTI’s    “trade    secrets”   in

contravention of his nondisclosure agreement’s prohibition that

he    not    disclose    TTI’s    “confidential       information”     without    its

written consent.         J.A. 627.     As a necessary threshold premise to

this    argument,       TTI   contends    that      all    flavors    developed   by

Hawking while he remained on its payroll were its own trade

secrets.       We do not agree with this premise.

       In Maryland, the law of trade secrets gives a person a

property interest in his trade secret.                      See Alleco, Inc. v.

Harry & Jeanette Weinberg Found., Inc., 639 A.2d 173, 180 (Md.

Ct.     Spec.    App.     1994)     (noting    that       “confidential    business

information      constitutes      property     of   the    company    and . . . its

premature        and      improper       disclosure         can      constitute    a


                                          17
misappropriation of corporate property); see also Carpenter v.

United States, 484 U.S. 19, 26 (1987) (“Confidential information

acquired or compiled by a corporation in the course and conduct

of     its    business    is     a        species       of    property         to   which   the

corporation        has   the    exclusive          right      and     benefit.”        (internal

quotations omitted)).                The interest is in “information” that

“derives independent economic value, actual or potential, from

not     being       generally        known        to,        and    not        being    readily

ascertainable by, other persons who can obtain economic value

from its disclosure or use” and “[i]s the subject of efforts

that    are    reasonable      under        the    circumstances          to     maintain   its

secrecy.”          LeJeune v. Coin Acceptors, Inc., 849 A.2d 451, 459

(Md. 2004) (quoting Md. Code Ann., Comm. Law § 11-1201(e)).                                 The

subject matter of a trade secret

       may be an industrial secret like a secret machine,
       process, or formula, or it may be industrial know-how
       (an increasingly important ancillary of patented
       inventions); it may be information of any sort; it may
       be an idea of a scientific nature, or of a literary
       nature or it may be a slogan or suggestion for a
       method of advertising; lastly, the subject-matter may
       be the product of work, or expenditure of money, or of
       trial and error, or the expenditure of time.

Bond v. Polycycle, Inc., 732 A.2d 970, 973 (Md. Ct. Spec. App.

1999) (internal quotations omitted).

       As     an    initial    point,        TTI    is       correct      that      Whitehead’s

nondisclosure         agreement           placed        a     limit       on     his     general

contracting         authority        by     prohibiting            him    from       disclosing


                                              18
information       that       would   constitute       its       trade    secrets.           The

nondisclosure          agreement     prevented        Whitehead         from     disclosing

“confidential          information,”       which       is        defined       as      “[a]ll

information,         regardless      whether    written,         pertaining       to    TTI’s

business, including, without limitation, information regarding

customers, prospective customers, customer lists, costs, prices,

pricing       lists,    earnings,      products,       product        lists,      formulae,

research       and     development,     compositions,            machines,       apparatus,

systems,       procedures,       prospective     and     executed         contracts         and

other    business       arrangements,     and     sources        of     supply      . . .     .”

J.A. 627.        The issue, however, is whether Whitehead disclosed

any information          that   could    constitute         a    trade    secret       in    the

Final Agreement.         As we explain, he did not.

      Under Maryland law, for Whitehead to have bargained away

TTI’s trade secrets, he must have bargained away TTI’s property,

in    the      form     of     information      worthy          of    concealment           from

competitors that TTI had developed and possessed.                           LeJeune, 849

A.2d at 459.          While the information in question could be defined

quite broadly, see Bond, 732 A.2d at 973, it must have been

possible for TTI to withhold it.                Yet, TTI concedes that Hawking

had     not    developed       any   flavors     at     the      time     of     the    Final

Agreement.       Further, TTI does not contend that the sixty-nine

flavors at issue were “products” or “formulae” that existed as

ideas in Hawking’s mind at the time of the Final Agreement.                                  See


                                          19
Oral Arg. Tr. (“The asset that was given away was flavors that

had yet to be developed . . . .                There was no agreement to give

away   flavors      that    had   been   developed      prior    to   that   time.”).

Accordingly, it is undisputed that these flavors did not exist

in any form, written or unwritten, when Whitehead agreed to the

Final Agreement.           While true that TTI employed Hawking for the

purpose     of    developing      flavors,     trade    secrets-law      could    only

protect the flavors that Hawking had developed for TTI -- to any

extent -- at the time of the Final Agreement.                     See Alleco, 639

A.2d at 180; see also Carpenter, 484 U.S. at 26.                      As Hawking had

created nothing for TTI while working in Ireland prior to the

Final Agreement, there were no trade secrets for Whitehead to

bargain away. 12          Thus, we find that TTI has failed to show that

Whitehead        lacked    express   authority     to    enter    into    the    Final

Agreement.

       We now consider implied authority.                 Here, we have little

difficulty disposing of TTI’s argument, for it is essentially a

       12
        TTI raises a secondary argument that Whitehead breached
his nondisclosure agreement because he suborned Hawking to
violate Hawking’s own nondisclosure agreement.   For the reasons
we have provided, Whitehead did not. Hawking was not compelled
by the Final Agreement to give Taiga any secrets that he
possessed in the form of research or development of any flavors.
Rather, he was allocated to Taiga for the purpose of creating
new as-yet-to-be-created flavors for them.     Whatever concerns
may have been raised by this allocation, they did not implicate
the misappropriation of trade secrets.




                                          20
recasting of the argument against Whitehead’s express authority.

TTI’s argument on this point relies on the case of Bortner v.

J.C. Leib Co., Inc., where the Maryland Court of Appeals held

that an agent who gives away the principal’s property engages in

an “extraordinary transaction” that exceeds the scope of the

agent’s implied authority.              126 A. 890, 896 (Md. 1924).                    Here,

TTI   contends         that     Whitehead          similarly        engaged           in     an

extraordinary transaction because he bargained away its trade

secrets.    We are not persuaded.

      Assuming without deciding that an agent who bargains away

his   principal’s       trade    secrets       engages        in    an     extraordinary

transaction,      TTI    has     failed       to    demonstrate          that    Whitehead

bargained    away       trade     secrets          here,     for    reasons           already

discussed.     Instead, TTI has put forward a circular argument: it

contends that the sixty-nine flavors Hawking developed are its

own trade secrets because the Final Agreement is void as an

extraordinary     transaction,          but    then        argues   that        the        Final

Agreement is extraordinary because it provided Taiga with TTI’s

trade secrets.          In this, TTI again presumes an answer to the

threshold    question         whether     Whitehead         bargained       away           trade

secrets    when   he    agreed    to    have       Hawking    develop       flavors         for

Taiga.     As he did not, there is no basis to believe the Final

Agreement is an extraordinary transaction.




                                          21
      Accordingly,        we   find    that    TTI    has   failed       to   show    that

Whitehead lacked actual authority to act as TTI’s agent when he

agreed to the terms of the Final Agreement.



                                          2.

      We   next     address      whether       Maryland’s     interested-director

statute, Md. Code Ann., Corps & Ass’ns § 2-419(b), applies to

the   Final      Agreement.       This     statute      creates      a    safe      harbor

provision under which a transaction entered into by a director

who has a conflict of interest is not void or voidable if “the

contract   or     transaction     is    fair    and    reasonable.”           Id.    §    2-

419(b)(2).       It is undisputed that Whitehead had a conflict of

interest because he was a director of both TTI and Taiga when he

agreed to the Final Agreement.                 Accordingly, the only issue is

whether    the    Final    Agreement      is    fair    and   reasonable. 13             TTI


      13
        TTI also argues that the Final Agreement is void or
voidable because, despite his conflict of interest, Whitehead
took steps to prevent TTI’s other directors from learning of the
Final Agreement when he ignored Ms. Cassels-Smith’s request that
George Cassels-Smith be included in any discussions with Taiga
after the Proposed Agreement.    This argument invokes the other
provision   of  section   2-419(b),   which   provides  that  an
interested-director transaction is not void or voidable if the
board of directors is informed of the transaction and ratifies
it.    Whatever the merit of this contention may be, it is
irrelevant to our determination.
     Section 2-419(b) provides two statutory safe harbors for
interested-director transactions.   Under section 2-419(b)(1), a
(Continued)




                                          22
contends   that    it    was   not    because    Whitehead      allowed     Taiga   to

obtain intellectual property worth millions of dollars, as well

as   broader    distribution         powers,     in   exchange        for   unneeded

assistance     for      Hawking      and   a    new   method     of     calculating

commissions that provided TTI little remuneration. 14                        We find

this argument unpersuasive.

     Under section 2-419(b)(2), an agreement is “fair” if the

terms are “within the range that might have been agreed to by

economically      motivated       disinterested       persons     negotiating       at

arms’ length with knowledge of all material facts known to any

party to the transaction.”            Indep. Distribs., Inc. v. Katz, 637



transaction involving a conflict of interest is not void or
voidable if the fact of common directorship or interest is
disclosed or known to the board of directors and the board
ratifies the contract or transaction. See Md. Code Ann., Corps
& Ass’ns §§ 2-419(b)(1) and b(1)(i). Under section 2-419(b)(2),
such a transaction is not void or voidable if, by its terms, it
is fair and reasonable to the corporation.       These two safe
harbors are disjunctive, which is probably why the district
court assumed the former provision could not apply and held
exclusively on the latter.   See Tobacco Tech., 626 F. Supp. 2d
at 550.   We agree with the district court: regardless of any
merit to an argument under section 2-419(b)(1), the transaction
is not void or voidable if it satisfies section 2-419(b)(2). As
we confine our analysis to the latter provision, and find that
the Final Agreement satisfies its terms, we do not consider the
former.
     14
        TTI also renews its argument that Whitehead bargained
away its trade secrets.  Nothing more need be said about this
contention.




                                           23
A.2d 886, 893 (Md. Ct. Spec. App. 1994) (internal quotations and

citation omitted).         The agreement is “reasonable,” if “it makes

sense” for the corporation to have entered into it.                       Id.        Based

on the undisputed facts, the Final Agreement is both fair and

reasonable.

       First, the terms of the Final Agreement are fair to TTI.

TTI allocated Hawking to Taiga, and in exchange Taiga agreed to

pay TTI for Hawking’s laboratory and promised to take on his

salary obligation gradually.                TTI also agreed to a method of

calculating      commissions      that      provided    less    predictability         in

terms of how much income it would receive, but for which the

pool that commissions could be collected from had been expanded

both to include products containing TTI’s flavors -- which Taiga

promised to keep buying -- and Taiga’s flavors, as well as to

draw    commissions      from   the    larger    pool    of    European      countries

where    Taiga    would     now    sell       flavors.         In    light      of    the

considerations provided by the parties, we cannot say the terms

are    outside    “the    range    that      might   have     been    agreed     to    by

economically      motivated       disinterested        persons       negotiating       at

arms’ length with knowledge of all material facts known to any

party to the transaction.”            Id.

       Second, in light of TTI’s financial circumstances at that

time, it was reasonable for Whitehead to agree to the Final

Agreement.       Ms. Cassels-Smith conceded that at the time of the


                                            24
Final Agreement, TTI was “losing business hand over fist.”      J.A.

186.        Other directors similarly admitted that the firm was in

bad financial shape.       These characterizations are confirmed by

the fact that TTI completely lost its profitability from 1999 to

2000, and came within forty-eight hours of declaring bankruptcy

despite borrowing over a million dollars from its own directors,

Massetti and Whitehead. 15     During this period, TTI held complete

financial responsibility for Hawking, which by TTI’s concession

created a “drain on the company.”        J.A. 550.   In the face of

these difficulties, Whitehead negotiated a deal with Massetti

and Voûte that gave TTI the chance to obtain commissions from a



       15
          George  Cassels-Smith   testified    to   the   contrary,
suggesting that TTI’s financial position at the time of the
Final Agreement was “beautiful.”    J.A 356.    TTI argues that in
light of this statement, a genuine issue of material fact as to
TTI’s   financial  position   exists.      George   Cassels-Smith’s
testimony, however, is contrary to the record evidence.         For
instance, TTI’s corporate board minutes from April 1999 state
that “the cash flow for 1998 and 1999 [was] tight.”       J.A. 690.
Moreover, every other TTI director to testify on this issue,
including    Ms.  Cassels-Smith,    acknowledged    the   company’s
financial problems. In light of these facts, we agree with the
district court that no genuine issue of material fact existed as
to TTI’s financial position during this period. George Cassels-
Smith’s opinion, unsupported by the record, is insufficient to
defeat summary judgment. See Francis v. Booz, Allen & Hamilton,
Inc., 452 F.3d 299, 308 (4th Cir. 2006) (“Mere unsupported
speculation is not sufficient to defeat a summary judgment
motion if the undisputed evidence indicates that the other party
should win as a matter of law.”).




                                   25
broader array of countries and from a larger number of products

sold by Taiga, and that alleviated the strain of paying for

Hawking while still obtaining a benefit from his work.                     Given

the financial difficulties that TTI faced during this time, it

“ma[de]    sense”   for    Whitehead    to     have   agreed   to    the   Final

Agreement.    Katz, 637 A.2d at 893.

     Accordingly, because the undisputed facts reflect that the

Final Agreement was both fair and reasonable, we find that the

safe harbor of section 2-419(b) applies to the circumstances in

this case and the Agreement is therefore not void or voidable.

TTI has thus failed to demonstrate that the district court erred

when finding the Final Agreement to be binding.



                                       B.

     We now turn to the final issue, whether the district court

erred in finding the balance of TTI’s tort-based claims barred

by the applicable three-year statute of limitations, Md. Code

Ann., Cts & Jud. Proc. § 5-101.             TTI concedes that the viability

of   its   remaining      claims   turns     on   whether   the     statute   of

limitations is tolled, but contends that it should have been.

We disagree.

     Under Maryland’s “discovery rule,” a statute of limitations

begins to run when the plaintiff “kn[ows] or reasonably should

have known of the wrong.”          Poffenberger v. Risser, 431 A.2d 677,


                                       26
680 (Md. 1981).         Maryland follows the traditional rule that, as

between a principal and agent, it is presumed that a principal

is charged with the agent’s knowledge.                  Martin Marietta Corp. v.

Gould, Inc., 70 F.3d 768, 771 (4th Cir. 1995).                     However, under

the “adverse interest exception” to this rule, a principal may

“avoid imputation when the agent’s interests are sufficiently

adverse”    to    its   own.      Id.    at     771-72.      To    make   out   this

exception, the principal bears the burden of showing that “the

agent [has] totally abandoned the principal’s interest and [is]

acting for his own purposes or those of another.                          In other

words, the interests of the agent must be completely adverse to

those of his principal.”           Id. at 773.           This is because if the

agent is acting both for himself and the principal, “the agent

is acting within the scope of the agency relationship, and it is

reasonable       to   assume    that    the     agent     will    communicate    the

knowledge to his principal.”            Id.

       We have just held that the Final Agreement was a fair and

reasonable transaction for TTI.               For the same reasons, we are

constrained to find that TTI cannot meet its burden to show that

the adverse interest exception applies in this case.                      Even were

we to assume that Whitehead held some interest other than TTI’s

when   he   bargained     for    the    Final    Agreement,       nevertheless    he

negotiated an agreement that made sense for TTI, particularly at

the time.        As a result, TTI cannot show that Whitehead acted


                                         27
with   “complete   adversity”   to    its   own   interests,   and   so   is

“chargeable with [Whitehead’s] knowledge.”           Id. at 773.     TTI’s

tort claims are therefore time-barred.



                                     IV.

       For the foregoing reasons, TTI’s contract claims fail as a

matter of law, and its tort claims are barred by the statute of

limitations.   The judgment of the district court is

                                                                AFFIRMED.




                                     28
