           Case: 13-13995    Date Filed: 04/21/2014   Page: 1 of 6


                                                      [DO NOT PUBLISH]



            IN THE UNITED STATES COURT OF APPEALS

                    FOR THE ELEVENTH CIRCUIT
                      ________________________

                            No. 13-13995
                        Non-Argument Calendar
                      ________________________

                   D.C. Docket No. 1:11-cv-01637-JOF



SPECTRUM CREATIONS, LP,

                                       Plaintiff-Counter Defendant-Appellant,

                    versus

HOME DEPOT U.S.A., INC.,
                                       Defendant-Counter Claimant-Appellee.

                      ________________________

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

                              (April 21, 2014)




Before HULL, MARCUS, and EDMONDSON, Circuit Judges.
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PER CURIAM:



       Spectrum Creations, LP appeals the district court’s grant of summary

judgment in favor of Home Depot U.S.A., Inc. on Spectrum Creation’s claims for

breach of contract, breach of duty of good faith and fair dealing, breach of

fiduciary duty, negligence and negligent misrepresentation, and fraud. 1 No

reversible error has been shown; we affirm.

       Spectrum Creations, a lighting distributor, contracted with Home Depot to

supply lighting products to Home Depot’s stores. The relationship between

Spectrum Creations and Home Depot was governed by four contracts: (1) the

Supplier Buying Agreement (“SBA”), 2 a standard form contract governing Home

Depot’s relationship with each of its vendors; (2) an annual USA Rebate

Agreement, requiring Spectrum Creations to pay a percentage discount based on

actual annual sales; (3) an annual USA Marketing Agreement, requiring Spectrum

Creations to pay a portion of Home Depot’s annual marketing costs; and (4) the

Exclusive Sales Agreement, giving Home Depot the exclusive right to sell

Spectrum Creations’s products in the pertinent market.


1
 The district court determined -- and Spectrum Creations does not challenge -- that Spectrum
Creations abandoned its claims for fraud, breach of fiduciary duty, and “various cost and
overpayment arguments.”
2
 Spectrum Creations and Home Depot first entered into a Vendor Buying Agreement which was
superseded by the SBA in 2003.
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      After working with Home Depot for nearly twelve years, Spectrum

Creations began struggling financially. Spectrum Creations ultimately stopped

selling its products and terminated its relationship with Home Depot in May 2009.

      In August 2010, Spectrum Creations filed this civil action against Home

Depot. Briefly stated, Spectrum Creations alleged that, as a result of Home

Depot’s failure to satisfy its contractual obligations and to act in good faith,

Spectrum Creations was forced out of business.

      The district court determined that Spectrum Creations’s claims were barred

by the SBA’s one-year limitations period. In the alternative, the district court also

determined that Spectrum Creations failed to provide sufficient evidence from

which a reasonable jury could conclude that Home Depot’s alleged conduct caused

Spectrum Creations to suffer actual damages.

      We review de novo a district court’s grant of summary judgment. Holloman

v. Mail-Well Corp., 443 F.3d 832, 836 (11th Cir. 2006). “Summary judgment is

appropriate when the evidence, viewed in the light most favorable to the

nonmoving party, presents no genuine issue of material fact and compels judgment

as a matter of law in favor of the moving party.” Id. at 836-37.

      Under the SBA, Spectrum Creations “agree[d] to bring any claim or dispute

against The Home Depot (including payment disputes) within one year after the

occurrence of the event giving rise to such dispute.” Spectrum Creations does not


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dispute that the latest “event giving rise” to its claims occurred in May 2009, when

Spectrum Creations terminated its relationship with Home Depot. Because

Spectrum Creations filed its complaint more than one year later, this case turns on

whether Spectrum Creations’s claims are governed by the SBA’s one-year

limitations period.

      Spectrum Creations contends that the SBA’s limitations period applies only

to disputes arising out of, or involving, the SBA and, thus, is limited to disputes

involving purchase orders. Spectrum Creations argues that, because its claims

arise out of Home Depot’s breach of the Exclusive Sales Agreement, the USA

Marketing Agreement, and the USA Rebate Agreement -- not the SBA -- the

SBA’s limitations period does not apply. We must disagree.

      First, the plain language of the SBA’s limitations period applies to “any

claim or dispute against The Home Depot.” This language is “brief, unequivocal

and all-encompassing.” See Brown v. ITT Consumer Fin. Corp., 211 F.3d 1217,

1221 (11th Cir. 2000) (interpreting an agreement to arbitrate “any dispute . . . or

claim” to mean that “the parties agreed to arbitrate any and all claims against each

other, with no exceptions.”). Nothing in the SBA restricts the limitations period to

disputes involving the SBA or purchase orders. The language of the contractual

limitations period is unambiguous. See id. (noting that the phrase “any dispute” “is




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not vague solely because it includes the universe of the parties’ potential claims

against each other.”).

      Second, the contractual agreements upon which Spectrum Creations’s claims

rely incorporate expressly the terms of the SBA. The Exclusive Sales Agreement

says specifically that the parties intend for the Exclusive Sales Agreement to

supplement the terms of the Vendor Buying Agreement (which was later

superseded by the SBA). The USA Marketing Agreement and the USA Rebate

Agreement also provide that purchases covered by those agreements will be

governed by the SBA.

      Based on this record, we conclude that each of the contractual agreements

between Home Depot and Spectrum Creations incorporated the terms of the SBA

and, thus, are governed by the SBA’s limitations period. This conclusion is

supported further by Home Depot’s letter notifying Spectrum Creations that the

USA Rebate Agreement, the USA Marketing Agreement, and the Exclusive Sales

Agreement, “are hereby ratified and made part of the SBA . . . .”

      Because Spectrum Creations’s claims are governed by the SBA’s limitations

period and because Spectrum Creations filed its complaint more than one year after




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the occurrence of events giving rise to its causes of action, the district court

dismissed properly Spectrum Creations’s claims as time-barred. 3

       AFFIRMED.




3
  Because we affirm on timeliness grounds, we need not address the district court’s alternative
determination that Spectrum Creations failed to present evidence sufficient to create a genuine
issue of material fact about damages.
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