                                                                             FILED
                             NOT FOR PUBLICATION                             NOV 20 2012

                                                                         MOLLY C. DWYER, CLERK
                     UNITED STATES COURT OF APPEALS                       U .S. C O U R T OF APPE ALS




                             FOR THE NINTH CIRCUIT



BELA (BILL) VIDOR,                                No. 11-16828

               Plaintiff - Appellant,             D.C. No. 3:11-cv-00315-SI

  v.
                                                  MEMORANDUM *
AMERICAN INTERNATIONAL
GROUP, INC.; ROBERT “STEVE”
MILLER, Chairman of the Board of
Directors,

               Defendants - Appellees.



                    Appeal from the United States District Court
                      for the Northern District of California
                      Susan Illston, District Judge, Presiding

                           Submitted November 13, 2012 **

Before:        CANBY, TROTT, and W. FLETCHER, Circuit Judges.

       Bela (Bill) Vidor appeals pro se from the district court’s judgment

dismissing his diversity action alleging state law and federal claims related to an


          *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
          **
             The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
allegedly fraudulent stock transaction involving defendant American International

Group, Inc. (“AIG”). We have jurisdiction under 28 U.S.C. § 1291. We review de

novo, Lacey v. Maricopa County, 693 F.3d 896, 911 (9th Cir. 2012) (en banc), and

we affirm.

      The district court properly dismissed Vidor’s claims for fraud, negligent

misrepresentation, and promissory estoppel because Vidor failed to allege one or

more elements for a prima facie claim, and also failed to plead the circumstances

surrounding the alleged fraud or misrepresentation with particularity. See Fed. R.

Civ. P. 9(b); Platt Elec. Supply, Inc. v. EOFF Elec., Inc., 522 F.3d 1049, 1055 (9th

Cir. 2008) (listing “very similar” elements of negligent misrepresentation and fraud

under California law); Aguilar v. Int’l Longshoremen’s Union Local No. 10, 966

F.2d 443, 445 & n.2 (9th Cir. 1992) (listing elements of promissory estoppel).

      The district court properly dismissed Vidor’s claims for breach of fiduciary

duty and violation of the Trust Indenture Act, 15 U.S.C. §§ 77aaa et seq. (the

“Act”), because the hybrid AIG securities that Vidor purchased did not create a

fiduciary relationship and exempted the transaction from the Act. See Shaffer v.

Heitner, 433 U.S. 186, 215 n.44 (1977) (law of the state of incorporation governs

the liabilities of a corporation’s officers or directors); Simons v. Cogan, 549 A.2d

300, 303-04 (Del. 1988) (under Delaware law, convertible debenture does not


                                          2                                      11-16828
make the investor a stockholder to whom a fiduciary duty lies); see also 15 U.S.C.

§ 77ddd(a)(2) (Act does not apply to “any certificate of interest or participation in

two or more securities having substantially different rights and privileges”).

      Issues raised on appeal but not supported by argument, including with

respect to the district court’s denial of Vidor’s motion for injunctive relief and

dismissal with leave to amend of Vidor’s original complaint, are deemed

abandoned. See Am. Int’l Enters., Inc. v. FDIC, 3 F.3d 1263, 1266 (9th Cir. 1993).

      AFFIRMED.




                                           3                                     11-16828
