                                                       United States Court of Appeals
                                                                Fifth Circuit
                                                             F I L E D
               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT                November 30, 2004

                                                         Charles R. Fulbruge III
                                                                 Clerk
                           No. 04-10073



ASHRAF IBRAHIM, also known as Ash Abraham

                     Plaintiff - Appellant

     v.

UNISTAR FINANCIAL SERVICES LLC, ET AL

                     Defendants

UNISTAR FINANCIAL SERVICES LLD; UNISTAR FINANCIAL SERVICE CORP;
ESTATE PAINT & BODY OF TEXAS LLC; US FIDELITY HOLDING CORP; F
JEFFREY NELSON; JAMES LEACH; MORRIS B BELZBERG; PATRICK
RASTIELLO; BRENT BROWN; PAUL CARVER; DOUGLAS GERRARD

                     Defendants - Appellees



          Appeal from the United States District Court
           for the Northern District of Texas, Dallas
                       No. 3:02-CV-1296-N


Before KING, Chief Judge, and JOLLY and DENNIS, Circuit Judges.

PER CURIAM:*

     A jury in the Northern District of Texas entered a take-

nothing verdict in Plaintiff-Appellant Ashraf Ibrahim’s suit

against Unistar Financial Service Corp, several affiliated


     *
          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that this opinion should not be published and is not precedent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.

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entities, and directors and officers.      Ibrahim appeals.   He

argues first that the district court incorrectly charged the jury

on the standard of care applicable to a corporation’s directors

and officers, having used Texas law when Delaware law should have

been applied.    Ibrahim is correct on one point: Delaware law

should have been applied.    We agree with the defendants-

appellees, however, that Ibrahim did not, in his challenge to the

jury instruction, state “distinctly the matter objected to and

the grounds of the objection,” as required by Fed. R. Civ. P. 51.

His objection did not mention Delaware law, nor did it set forth

what he viewed as the correct instruction.     Hence, we review for

plain error.    We cannot discern from Ibrahim’s brief how a

Delaware-based instruction would have differed in any material

way from the instruction given, nor can we see what difference it

would have made to the outcome here.     This point of error fails.

     Ibrahim’s second point on appeal relates to a breach of

contract claim.    At trial, Ibrahim had a variety of theories

underlying this claim, but on appeal he briefs only the issue of

whether stock restricted under Rule 144 (17 C.F.R. § 230.144)

satisfies the contractual promise of “publicly trading” stock.

All defendants except Unistar Financial Services, LLC (“LLC”)

argued that they were not parties to the contract and could not

be liable for any alleged breach.      The district court agreed with

that argument and entered a directed verdict for all the

defendants except LLC.    The jury found for LLC.   Ibrahim does not

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quarrel with the jury instruction with its premise that, as a

matter of law, the shares issued to Ibrahim were required to be

so restricted.   In short, he points to no error in the district

court that would justify vacating the jury verdict on this point.

If what he wanted was unrestricted shares of a publicly trading

stock, he should have structured the deal differently.

     Finally, Ibrahim argues that the defendants tortiously

interfered with the employment contract between him and Estate

Paint and Body of Texas, LLP (“Estate”).   The district court

granted a directed verdict on this point, holding that the

defendants were corporate affiliates or directors of LLC, the

parent of Estate, and could not, as a matter of law, interfere

with the employment contract.   In his brief, Ibrahim argues only

that Morris Belsberg, a director, had a conflict of interest

which could serve as a basis for concluding that his actions were

motivated by personal interests.   The jury, however, found that

Belsberg had not breached his duty of loyalty, and Ibrahim does

not challenge this finding.   This would preclude any liability

for interference with the employment contract.

     The judgment of the district court is AFFIRMED.




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