                            UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 14-1722


JUDITH SAMS, individually and     on   behalf   of   a   class   of
similarly situated persons,

                Plaintiff – Appellant,

          v.

ENTRUST ARIZONA, LLC, now known as Vantage Retirement
Plans,    LLC;   THE    ENTRUST    GROUP, INC.;   ENTRUST
ADMINISTRATION, INC.; HUGH BROMMA; FIRST TRUST COMPANY OF
ONAGA; MECHANICS BANK; JUAN PABLO DAHDAH,

                Defendants - Appellees.



Appeal from the United States District Court for the District of
Maryland, at Baltimore.     J. Frederick Motz, Senior District
Judge. (1:13-cv-01311-JFM)


Submitted:   January 15, 2015             Decided:   February 4, 2015


Before GREGORY, AGEE, and HARRIS, Circuit Judges.


Affirmed by unpublished per curiam opinion.


Louis M. Leibowitz, LAW OFFICES OF LOUIS M. LEIBOWITZ,
Rockville, Maryland; David K. Dorenfeld, Michael Brown, SNYDER
DORENFELD, LLP, Agoura Hills, California; Cathy J. Lerman, CATHY
JACKSON LERMAN, PA, Coral Springs, Florida, for Appellant.
Mark E. Terman, Joseph C. Faucher, DRINKER BIDDLE & REATH LLP,
Los Angeles, California; Brian A. Coleman, DRINKER BIDDLE &
REATH LLP, Washington, D.C., for Appellees.
Unpublished opinions are not binding precedent in this circuit.




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PER CURIAM:

              Judith    Sams,      on    behalf          of    a    class      of    similarly

situated persons, appeals the district court’s order dismissing

her complaint for failure to state a claim.                           Sams’ suit alleged

conversion and breach of contract/rescission claims against The

Entrust     Group,     Inc.,      Entrust       Administration,             Inc.,      Entrust

Arizona, Inc. (now known as Vantage Retirement Plans, Inc.),

Mechanics Bank, and First Trust Company of Onaga; and fraudulent

concealment,       civil        RICO,    breach          of        fiduciary        duty,    and

constructive fraud claims against the aforementioned parties, as

well as Hugh Bromma and Juan Pablo Dahdah.                            The district court

held   that    Sams    could     not    state    a       claim      for   (1)       conversion,

because the Defendants did not exercise dominion or control over

Sams’ investments, and money is not the proper subject of a

conversion action under Maryland law; (2) civil RICO violations,

because there was no causal connection between the Defendants’

allegedly     improper      conduct      and     Sams’         damages;     (3) breach        of

contract,     because      the    Defendants         actually         complied        with   the

contract      terms;       or     (4)     breach          of        fiduciary         duty    or

(5) fraudulent concealment, because the Defendants owed no duty

to Sams.      We affirm the district court’s judgment.

              In   2007,    Sams        opened       a        self-directed         individual

retirement account (SDIRA), through which she invested with Mike

Watson, the manager of an alleged Ponzi scheme.                             The Defendants

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either       are,   or    are   associated        with,   the    custodians      and/or

administrators of Sams’ SDIRA.

               We review “de novo the grant of a Rule 12(b)(6) motion

to dismiss for failure to state a claim.”                        Epps v. JP Morgan

Chase    Bank,      N.A.,   675    F.3d    315,    320    (4th   Cir.   2012).      “To

survive a motion to dismiss, a complaint must contain sufficient

factual matter, accepted as true, to ‘state a claim to relief

that is plausible on its face.’”                   Ashcroft v. Iqbal, 556 U.S.

662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S.

544, 570 (2007)).

               First, Sams challenges the district court’s basis for

dismissing her breach of contract/rescission claims.                        Our review

of the record confirms that Sams identified neither a provision

of     the    contract      that     Appellees      breached     nor    grounds     for

rescinding       the     contract.        Accordingly,     we    conclude    that   the

district court did not err in dismissing these claims.

               Second, Sams argues that the district court wrongly

dismissed her conversion claims.                  Initially, we note that Sams

has failed to challenge the district court’s holding that money

is not the proper subject of a conversion action under Maryland

law.     Therefore, she has waived review of this issue on appeal.

See Edwards v. City of Goldsboro, 178 F.3d 231, 241 n.6 (4th

Cir. 1999) (holding that failure to raise issue in opening brief

forfeits appellate review).

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               In     any    event,    our    review       of     the    record       shows      no

evidence       that     Appellees       physically          exercised          ownership         or

dominion       over    Sams’    property.           See    Darcar       Motors       of    Silver

Spring, Inc. v. Borzym, 841 A.2d 828, 835-36 (Md. 2004) (noting

that such showing is required to state claim for conversion in

Maryland).          We therefore hold that the district court properly

dismissed Sams’ conversion claims.

               Finally, Sams contends that the district court should

not   have      dismissed       her    fraudulent          concealment,         constructive

fraud, or breach of fiduciary duty claims.                         But we have reviewed

the evidence and agree that Sams presents no basis on which to

find that Appellees owed a duty to Sams.                          See Patton v. United

States    of    Am.     Rugby    Football,         851    A.2d    566,    574     (Md.         2004)

(explaining          that,     under     Maryland          law,       “[t]he     element         of

dependence and ceding of self-control by the injured party” must

usually be present for one to owe duty to prevent harm by third

party).        We     thus    conclude       that    the    district         court    properly

dismissed Sams’ fraudulent concealment, constructive fraud, and

breach of fiduciary duty claims.

               For     the     foregoing      reasons,          the     judgment          of    the

district     court      is    affirmed.        We    dispense         with     oral   argument

because the facts and legal contentions are adequately presented




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in the materials before the court and argument would not aid the

decisional process.

                                                        AFFIRMED




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