                                                                   United States Court of Appeals
                                                                            Fifth Circuit
                                                                         F I L E D
                     UNITED STATES COURT OF APPEALS
                                                                        September 5, 2007
                            FOR THE FIFTH CIRCUIT
                                                                      Charles R. Fulbruge III
                                                                              Clerk


                                No. 07-40228
                              Summary Calendar




     CARL CLAXTON,

                                                 Plaintiff-Appellant,

                                        v.

     C. LARRY YARBROUGH; ROGER STRIMPEL,

                                                 Defendants-Appellees.



         Appeal from the United States District Court for the
                  Eastern District of Texas, Sherman
                             (4:06-CV-37)



Before WIENER, GARZA, and BENAVIDES, Circuit Judges.

PER CURIAM:*

     Appellant    Carl   Claxton       appeals    from    an   adverse      summary

judgment dismissing his claim for breach of fiduciary duty and

shareholder    oppression.          Appellees    Larry    Yarbrough     and   Roger

Strimpel    insist   that     the    district     court    which    adopted      the

magistrate judge’s report and recommendation correctly dismissed

Claxton’s claims based on res judicata.             We agree.

     *
      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this opinion should not be published and is not precedent except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.
     Claxton had previously brought suit against Transcontinental

Management & Marketing Group, Inc. (“TMMG”), a Texas corporation in

which the parties to the case sub judice were 1/3 shareholders of

the stock of TMMG.     TMMG filed a counterclaim based on a promissory

note signed by Claxton.        Shortly before trial in state court,

Claxton   non-suited    his   untimely   asserted   claim   for   minority

oppression.   He did not non-suit his lawsuit, only his claim for

minority oppression.      The state court proceeding resulted in a

judgment against Claxton as to his claims and in favor of TMMG on

its promissory note claim against Claxton.      The claims docketed in

the state court lawsuit and the action sub judice are based on the

same nucleus of operative facts and could have been litigated in

the first state lawsuit and there is clearly privity between the

appellees herein and the defendant in the state suit, TMMG, which

was solely owned by the parties to this action.

     We have reviewed the briefs and record and having considered

the arguments and authorities cited therein, we see no reason to

write further inasmuch as the magistrate’s report carefully and

correctly addresses the issues presented.       Any additional writing

would be superfluous.     Accordingly, we affirm the judgment of the

district court essentially for the same reasons set out in the

Report and Recommendation of the United States Magistrate dated

December 7, 2006.




                                    2
