            IN THE UNITED STATES COURT OF APPEALS
                     FOR THE FIFTH CIRCUIT  United States Court of Appeals
                                                     Fifth Circuit

                                                                            FILED
                                                                            May 9, 2008

                                       No. 07-20456                   Charles R. Fulbruge III
                                                                              Clerk

In The Matter Of: SUN TOOL COMPANY

                                                  Debtor

----------------------------------

ESTATE OF SUN TOOL COMPANY INC, by and through Joseph M Hill,
Trustee for the Estate of Sun Tool Company, Debtor

                                                  Appellant

v.

STEPHEN L BAKER; ROSS, BANKS, MAY, CRON & CAVIN; ESTATE OF
KHOI TRUONG; HOA TRUONG, Individually

                                                  Appellees



                      Appeal from the United States District Court
                       for the Southern District of Texas, Houston
                                 USDC No. 4:05-CV-1787


Before KING, WIENER, and ELROD, Circuit Judges.
PER CURIAM:*



        *
         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 R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH CIR.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.
                                  No. 07-20456

      We have carefully reviewed the briefs and the record, and we have had the
benefit of oral argument. We have concluded that the record establishes that
attorney Stephen L. Baker made it clear, both before the meeting of June 1,
2003, and during the meeting, that he represented Hoa Truong. Sun Tool
Company, Inc. could not have justifiably relied on statements made by Baker
during the meeting because the record further establishes that an adversarial
relationship existed between Baker and Sun Tool, and that Sun Tool did not
believe the alleged representations of Baker and could not justifiably have relied
on those statements.     Further, lacking any evidence, expert testimony or
otherwise, supporting the essential elements on Sun Tool’s breach of fiduciary
duty claim, the district court correctly held that Baker did not breach any
fiduciary duty to Sun Tool after the June 1, 2003 meeting.
      The district court’s Order Adopting Memorandum, Recommendation and
Order entered June 8, 2006 is AFFIRMED for essentially the reasons set forth
therein; the district court’s Order Adopting Magistrate Judge’s Memorandum,
Recommendation, and Order entered February 26, 2007 is AFFIRMED for
essentially the reasons set forth therein; and the district court’s Order of
Dismissal entered April 9, 2007 is AFFIRMED.
      AFFIRMED. Costs shall be borne by Appellants.




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