                                                           [DO NOT PUBLISH]




              IN THE UNITED STATES COURT OF APPEALS
                                                           FILED
                       FOR THE ELEVENTH CIRCUIT   U.S. COURT OF APPEALS
                         ________________________   ELEVENTH CIRCUIT
                                                        MARCH 6, 2008
                                                     THOMAS K. KAHN
                               No. 07-14935
                                                          CLERK
                           Non-Argument Calendar
                         ________________________

                    D. C. Docket No. 05-01351-CV-CAP-1

HARTFORD FIRE INSURANCE COMPANY,

                                                       Plaintiff-Appellant,

                                    versus

JASON TODD SCHNEIDER,

                                                      Defendant-Appellee.

                         ________________________

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

                                (March 6, 2008)

Before CARNES, BARKETT and WILSON, Circuit Judges.

PER CURIAM:

     Hartford Fire Insurance Company (“Hartford”) appeals the district court’s
entry of summary judgment in favor of Jason Todd Schneider. For the reasons set

forth below, we affirm.

I. BACKGROUND

      Morgan Layne Dize, a minor child, was severely injured in an automobile

accident. Schneider served as co-counsel for Morgan in the personal injury

litigation that arose from that accident. A multimillion dollar settlement resulted

from the litigation. Morgan’s father, Andrew Dize (“Dize”), was appointed

guardian of Morgan’s estate on the condition that he furnish a bond securing the

faithful performance of his duties as a guardian under Georgia law. To that end,

Dize contacted Burley Roberts, an independent insurance agent, who in turn

contacted several brokerage houses that he knew could issue probate surety bonds.

One of the agencies that Roberts contacted was Universal Services Agency

(“Universal”), which brokered products from several companies, including

Hartford. Roberts also contacted Schneider and asked him to assist Dize in making

the required filings with the probate court. Schneider sent Roberts a fax indicating

his willingness to do so. Finally, Roberts contacted an accountant to obtain written

confirmation that Dize would have assistance with investments.

      Roberts provided the fax from Schneider and a letter from the accountant to

a broker for Universal. The Universal broker then provided the fax and letter to



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underwriters at companies to which she was shopping the bond, including

Hartford. Hartford then contacted Universal and indicated that it would provide

the bond under a few conditions. After Hartford issued the bond, Dize filed the

bond with the probate court and was appointed guardian for Morgan’s estate.

      Soon thereafter, Dize misappropriated millions of dollars from the estate. In

February 2004, Morgan’s estate, the guardian of which was no longer Dize,

entered into a settlement agreement with Hartford under which Hartford paid the

estate $6 million, which was less than the full amount of the misappropriated

funds. The agreement provided as follows:

      The Estate of Morgan Layne Dize shall transfer and assign to Hartford
      Fire Insurance Company and Hartford Fire Insurance Company shall
      be subrogated to all of the Estate’s rights, titles, claims, causes of
      action, chooses in action or other interests with respect to Andrew
      Dize, Sabrina Dize and any other person or entity who received either
      directly or indirectly any of the funds or property belonging to the
      Estate of Morgan Layne Dize without express Probate Court Approval
      (this transfer shall include authority to prosecute any such action in
      the name of the Estate).

      Hartford then sued Schneider for negligent misrepresentation, breach of

contract, and fraud on its own behalf, and for breach of fiduciary duty and

professional negligence, on behalf of Morgan’s estate. The district court entered

summary judgment in Schneider’s favor, and Hartford appealed.

II. STANDARD OF REVIEW



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

Servs. Inc. v. Forman, 509 F.3d 1351, 1356 (11th Cir. 2007).

III. DISCUSSION

A. Claims Brought on Behalf of the Estate

       The district court found that Hartford lacked standing to sue Schneider on

behalf of Morgan’s estate because it limited its subrogation rights in its settlement

agreement with the estate. We agree.

       In Georgia, “[a] surety who has paid the debt of his principal shall be

subrogated, both at law and in equity, to all the rights of the creditor . . . .”

O.G.C.A. § 10-7-56. As the district court recognized, however, subrogation rights

may be waived by an insurer as consideration to support a settlement agreement.

See Rabun & Assocs. Constr., Inc. v. Berry, 623 S.E.2d 691, 695–96 (Ga. Ct. App.

2005). Hartford expressly limited its subrogation rights in the settlement

agreement to Dize, Sabrina Dize, and “any other person or entity who received

either directly or indirectly any of the funds or property belonging to the Estate . . .

.” It is undisputed that Schneider did not receive any of the misappropriated funds.

Thus, because Hartford’s subrogation rights do not reach Schneider, Hartford does

not have standing to sue Schneider.

       Hartford argues that Rabun & Assocs. should not apply here because it



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involved an express waiver of subrogation rights. We disagree, however, because

an express limitation of subrogation rights is the functional equivalent of an

express waiver of those rights with respect to anyone who falls outside of the

limitation. Accordingly, we affirm as to the breach of fiduciary duty and

professional negligence claims brought on behalf of Morgan’s estate.

B. Claims Brought on Hartford’s Behalf

      On its own behalf, Hartford claims that (1) Schneider provided a false

statement (the fax to Roberts); (2) Hartford relied on the statement in its decision to

issue the bond; and (3) the issuance of the bond allowed Schneider to receive his

contingency fee relating to the personal injury action. Based on those allegations,

Hartford argues that it should prevail on the following substantive theories:

negligent misrepresentation, professional negligence, breach of contract and

promissory estoppel. Hartford’s arguments, however, are meritless.

      1. Negligent Misrepresentation and Professional Negligence

      We agree with the district court that Hartford has offered no evidence to

establish that Schneider’s alleged negligence was the proximate cause of

Hartford’s damages. There is no evidence that Schneider knew of Dize’s poor

investments or that Schneider’s failure to advise Dize in the probate process

resulted in poor investment choices. As the district court recognized, the only



                                           5
evidence of causation that Hartford has offered is the speculation as to what

Hartford might have done to protect the funds in Morgan’s estate if Schneider had

known of Dize’s misconduct and reported it. That evidence, however, does not

sufficiently connect Schneider’s alleged negligence to Hartford’s loss.

Accordingly, summary judgment was appropriate on the negligent

misrepresentation and professional negligence claims that Hartford brought on its

own behalf.

      2. Breach of Contract

      We also agree with the district court that no valid contract existed between

Schneider and Hartford. Under Georgia law, a contract without consideration is

invalid. O.C.G.A. § 13-3-40. Hartford has offered no evidence that Schneider

received any consideration for his agreement to assist Dize in the probate process.

Accordingly, no contract existed between Hartford and Schneider, and the district

court correctly entered summary judgment in Schneider’s favor on this issue.

      3. Promissory Estoppel

      Finally, we agree with the district court as to Hartford’s promissory estoppel

claim as well. Under Georgia law, a plaintiff claiming promissory estoppel must

establish that (1) the defendant made a promise; (2) the defendant should have

reasonably expected the plaintiff to rely on the promise; (3) the plaintiff relied on



                                           6
the promise to its detriment; and (4) an injustice can only be avoided by the

enforcement of the promise. Rental Equip. Group v. MACI, 587 S.E.2d 364, 367

(Ga. Ct. App. 2003). The reliance, however, must be reasonable. Gilmour v. Am.

Nat’l Red Cross, 385 F.3d 1318, 1322 (11th Cir. 2004) (per curiam). The Georgia

Court of Appeals, moreover, has declared that “it defies logic to suggest that the

intended obligee could reasonably rely on a promise to be bound without any

compensation to the promisor.” Fidelity & Deposit Co. of Maryland v. West Point

Constr. Co., 344 S.E.2d 268, 270 (Ga. Ct. App. 1986).

         Hartford has offered no evidence that it gave Schneider any compensation

for any promise. Accordingly, any reliance on a promise from Schneider was

unreasonable as a matter of law, and Hartford’s promissory estoppel argument

fails.

IV. CONCLUSION

         Summary judgment was appropriate on the claims that Hartford brought on

behalf of Morgan’s estate and those it brought on its own behalf. Accordingly, we

affirm.

         AFFIRMED.




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