                                                                [DO NOT PUBLISH]

                      IN THE UNITED STATES COURT OF APPEALS

                                   FOR THE ELEVENTH CIRCUIT
                                    ________________________            FILED
                                                               U.S. COURT OF APPEALS
                                            No. 11-13873         ELEVENTH CIRCUIT
                                        Non-Argument Calendar       MARCH 6, 2012
                                      ________________________        JOHN LEY
                                                                       CLERK
                                D.C. Docket No. 1:11-cv-01234-CAP



GURSHEEL DHILLON,

llllllllllllllllllllllllllllllllllllllll                            Plaintiff - Appellant,

                                               versus

ZIONS FIRST NATIONAL BANK,
JOHN AND JANE DOES 1-10,
JOHN AND JANE DOES 1-100,
JOHN AND JANE DOES 1-25,

llllllllllllllllllllllllllllllllllllllll                         Defendants - Appellees.

                                     ________________________

                           Appeal from the United States District Court
                              for the Northern District of Georgia
                                 ________________________

                                           (March 6, 2012)

Before CARNES, PRYOR, and KRAVITCH, Circuit Judges.

PER CURIAM:
      Gursheel Dhillon, proceeding pro se, appeals the district court’s dismissal of

his breach of contract and fraud claims against Zions First National Bank, a Utah-

based corporation, and various unnamed defendants (collectively, Zions). Dhillon

contends that the district court erred by: (1) applying Georgia and Tennessee law,

(2) ruling that he failed to state a claim for relief on his breach of contract

allegations, and (3) determining that his fraud claim was not pleaded with the

specificity required by Federal Rule of Civil Procedure 9(b).

                                           I.

                                          A.

      Dhillon, a Tennessee resident and a “speculative real estate investor,”

contacted Zions about properties it had listed online for sale, two of which are the

subject of the present case: a car wash in Cobb County, Georgia, and a retail strip

mall in Gwinnett County, Georgia. Dhillon sent an offer to a Zions real estate

“disposition officer” to purchase the car wash for $469,000 and the strip mall for

$600,000. Dhillon signed a negotiation agreement provided by Zions, which

acknowledged that: (1) “email messages originating from either party or their

respective agents during the negotiation process shall be considered verbal in

nature and shall not be binding on either party,” (2) any “verbal offer, acceptance

or agreement . . . is not a binding agreement until both Parties execute a written

                                           2
contract,” and (3) a contract must be signed by both parties to be valid.

       The Zions disposition officer e-mailed Dhillon a counteroffer, listing the

original asking price for the properties: $525,000 for the car wash and $850,000

for the strip mall. The disposition officer’s e-mails included a disclaimer that read

in part:

       This e-mail may contain a price or other contract term for the sale of real
       property. The price or other contract term contained in this email is
       subject to approval by Zions First National Bank’s executive
       management committee or its designee and is not binding until the
       executive management committee or its designee provides such approval
       in writing to the prospective purchaser.


       By e-mail, Dhillon accepted the offer and requested information on how to

make a deposit. Following Zions’ instructions, he sent Zions a $75,000 check.

Zions then sent Dhillon a purchase sales agreement, which had not been signed by

any Zions official and that had missing terms, including the address or a

description of the properties and their purchase price. Dhillon signed the

agreement and returned it to Zions, but Zions later refused to sign the agreement

and returned Dhillon’s deposit.

                                         B.

       Dhillon filed two lawsuits against Zions in Georgia state court, and Zions

removed the cases to federal district court based on diversity of citizenship.

                                          3
Dhillon filed an amended complaint, which merged his allegations into a single

case, that alleged breach of contract and fraud claims. Zions moved to dismiss the

amended complaint, and the district court granted that motion, dismissing

Dhillon’s breach of contract claim because it failed to state a claim for relief under

Rule 12(b)(6). The court ruled that under either Georgia or Tennessee law,

Dhillon’s amended complaint, which attached his e-mail correspondence with

Zions and Zions’ unsigned purchase sales agreement, showed that the parties did

not enter into a contract. The district court also dismissed Dhillon’s fraud claim

but granted him leave to amend his complaint to comply with the particularity

requirements for pleading fraud claims under Rule 9(b).

       Dhillon filed a second amended complaint,1 and Zions filed a new motion to

dismiss. The district court granted that motion because the second amended

complaint was filed late and still did not comply with Rule 9(b). The district court

denied Dhillon’s request for leave to amend his complaint again. This is Dhillon’s

appeal.

                                               II.

       1
         Dhillon’s second amended complaint also brought new claims for relief, but the district
court dismissed those claims because Dhillon failed to get written consent from Zions or
permission from the court as required by Rule 15(a)(2) to amend his complaint. Dhillon’s initial
brief on appeal does not contend that the district court erred in this decision, so any contentions
regarding those claims are abandoned. See Greenbriar, Ltd. v. City of Alabaster, 881 F.2d 1570,
1573 n.6 (11th Cir. 1989).

                                                 4
      We review de novo a conflict-of-laws issue. Grupo Televisa, S.A. v.

Telemundo Comms. Group, Inc., 485 F.3d 1233, 1239 (11th Cir. 2007). “A

federal court sitting in diversity will apply the conflict-of-laws rules of the forum

state.” Id. at 1240. However, if the laws of competing states are “substantially

similar,” no conflict actually exists and “the court should avoid the conflicts

question and simply decide the issue under the law of each of the interested

states.” Cooper v. Meridian Yachts, Ltd., 575 F.3d 1151, 1171 (11th Cir. 2009)

(quotation marks omitted). That is precisely what the district court did by

analyzing and dismissing Dhillon’s contract claim under both Tennessee and

Georgia law. Dhillon contends that the district court should have applied only

Tennessee’s law. Assuming the court correctly applied Tennessee law, which we

will consider next, Dhillon was not disadvantaged by the court’s application of

Georgia law in addition to its consideration of Tennessee law. Therefore, his

choice-of-law contention is meritless.

                                         III.

      “We review de novo a district court’s order dismissing a complaint under

Rule 12(b)(6).” F.T.C. v. Phoebe Putney Health Sys., Inc., 663 F.3d 1369, 1375

(11th Cir. 2011). “We accept the factual allegations in the complaint as true and

construe them in the light most favorable to the plaintiff; we are not, however,

                                          5
bound to accept as true a legal conclusion couched as a factual allegation.” Id.

(alterations, citation, and quotation marks omitted). Moreover, “[c]onclusory

allegations and unwarranted deductions of fact are not admitted as true, especially

when such conclusions are contradicted by facts disclosed by a document

appended to the complaint. If the appended document . . . reveals facts which

foreclose recovery as a matter of law, dismissal is appropriate.” Assoc. Builders,

Inc. v. Ala. Power Co., 505 F.2d 97, 100 (5th Cir. 1974) (citation omitted).2 Also,

“[i]n ruling upon a motion to dismiss, the district court may consider an extrinsic

document if it is (1) central to the plaintiff’s claim, and (2) its authenticity is not

challenged.” Speaker v. U.S. Dept. of Health & Human Servs. Ctrs. for Disease

Control & Prevention, 623 F.3d 1371, 1379 (11th Cir. 2010) (quotation marks

omitted). We may affirm the district court’s judgment on any basis supported in

the record. See Cruz v. Cingular Wireless, LLC, 648 F.3d 1205, 1210 n.10 (11th

Cir. 2011).

       Lastly, pro se pleadings are liberally construed, Miller v. Donald, 541 F.3d

1091, 1100 (11th Cir. 2008), but pro se litigants still must comply with procedural



       2
        In Bonner v. City of Prichard, 661 F.2d 1206, 1209 (11th Cir. 1981) (en banc), we
adopted as binding precedent all of the decisions of the Fifth Circuit handed down prior to
October 1, 1981.


                                                6
rules. Albra v. Advan, Inc., 490 F.3d 826, 830 (11th Cir. 2007).

                                          A.

      Dhillon contends that the district court erred by dismissing his breach of

contract claim under Rule 12(b)(6). The Tennessee statute of frauds requires that

all contracts for the conveyance of land be in writing and be “signed by the party

to be charged therewith.” Tenn. Code Ann. § 29-2-101(4)–(5). “A contract must

result from a meeting of the minds of the parties in mutual assent to the terms . . . .

In determining mutuality of assent, courts must apply an objective standard based

upon the parties’ manifestations.” Advanced Photographic Solutions, LLC v.

Nat’l Studios, Inc., 352 S.W.3d 431, 442 (Tenn. Ct. App. 2011) (quotation marks

omitted).

      Dhillon argues that two writings attached to his amended complaint show a

binding contract: (1) Zions’ counteroffer and (2) the purchase sales agreement.

The counteroffer was not a binding contract because Zions did not sign it and

there was no meeting of the minds to form a contract by e-mail. See id. Dhillon’s

exhibits to his amended complaint reveal facts—specifically, the e-mail

disclaimers—that foreclose any contention that Zions sought to form a valid

contract via e-mail. See Assoc. Builders, Inc., 505 F.2d at 100. Nor could Dhillon

have reasonably expected that the e-mail counteroffer constituted a binding

                                           7
contract because he had already signed the negotiation agreement acknowledging

that e-mail correspondence between him and Zions was not a binding agreement

and that any contract would have to be signed by both parties.

      The purchase sales agreement was not a binding contract either under

Tennessee’s statute of frauds because the party against whom Dhillon seeks to

charge with violating it, Zions, never signed the agreement. See Tenn. Code Ann.

§ 29-2-101(a)(4)–(5).

      Dhillon argues that two Tennessee cases create exceptions to the traditional

statute of frauds and that those exceptions apply in the present case. We disagree.

In Yates v. Skaggs, 213 S.W.2d 41 (Tenn. 1948), the Tennessee Supreme Court

considered whether a franchisee could enforce a memorandum amending its earlier

contract with its franchisor. Both parties signed the earlier contract, which had no

integration clause and had explicitly contemplated further amendments, but only

the franchisee signed the memorandum, which the franchisor had prepared. Id. at

42–43. The court held that not all writings to a contract had to comply with the

statute of frauds if the writings can “legally be connected with the agreement

which was signed.” Id. at 43 (emphasis added). In the present case, there was no

writing signed by both parties and the proposed purchase sales agreement

contained an integration clause that explicitly rejected any additions that were

                                          8
unwritten or unsigned.3

       The second case Dhillon relies on, Batey v. D.H. Overmyer Warehouse Co.,

446 S.W.2d 686, 693 (Tenn. Ct. App. 1969), also is distinguishable from this case.

There, the court held that the statute of frauds could not shield a landlord from

performing a lease agreement, which the landlord prepared but that only its tenant

signed, because the landlord acted in accordance with that lease, renting the tenant

the property and depositing his rent checks. Id. at 692–93. In the present case,

Zions cancelled negotiations and returned Dhillon’s deposit. There was no partial

performance by Zions on which Dhillon can hang his lawsuit.

       Dhillon’s amended complaint and undisputed evidence in the record show

that he and Zions did not enter into a contract for the sale of the Georgia properties

under Tennessee law. Without a contract, there can be no breach. The district

court did not err in ruling that he failed to state a claim for relief on this ground.

                                              B.

       Dhillon next contends that the district court erred by dismissing his fraud


       3
       The clause in the purchase sales agreement read:
          This Agreement contains the entire agreement between Seller and Purchaser
          concerning the sale of the Property, and no statement, agreement, representation,
          or understanding shall be binding on either party unless it is contained in this
          Agreement. No modification of this Agreement shall be binding on either party
          unless in writing and signed by the party to be bound.
Purchase and Sale Agreement, ¶ 12.

                                               9
claim because his second amended complaint did not comply with the Rule 9(b)

pleading requirements. Under Tennessee law, fraud claims must allege: “(1) an

intentional misrepresentation of a material fact, (2) knowledge of the

representation’s falsity, (3) an injury caused by reasonable reliance on the

representation, and (4) . . . that the misrepresentation involve[d] a past or existing

fact.” Kincaid v. SouthTrust Bank, 221 S.W.3d 32, 40 (Tenn. Ct. App. 2006).

      Dhillon argues that Zions falsely represented that his acceptance of the

counteroffer created a binding contract to sell the Georgia properties. But in light

of the e-mail disclaimers and the negotiation agreement he signed, any belief he

had that his e-mailed acceptance of the counteroffer had created a binding contract

was unreasonable. Because Dhillon does not allege any reasonable reliance on

any false representations by Zions, his second amended complaint does not state a

viable fraud claim.

      AFFIRMED.




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