                                                                [DO NOT PUBLISH]

                IN THE UNITED STATES COURT OF APPEALS

                         FOR THE ELEVENTH CIRCUIT           FILED
                          ________________________ U.S. COURT OF APPEALS
                                                                ELEVENTH CIRCUIT
                                                                   MAY 31, 2007
                                 No. 06-12869
                                                                 THOMAS K. KAHN
                             Non-Argument Calendar
                                                                     CLERK
                           ________________________

                        D.C. Docket No. 05-21013-CV-PAS

MAXIMO HADDAD,

                                                            Plaintiff-Appellant,

                                        versus

RAV BAHAMAS, LTD.,
GERARDO CAPO,

                                                            Defendants-Appellees.

                           ________________________

                    Appeal from the United States District Court
                        for the Southern District of Florida
                          ________________________

                                  (May 31, 2007)

Before ANDERSON, BARKETT and COX, Circuit Judges.

PER CURIAM:

      Maximo Haddad appeals the district court’s dismissal of his action against

Gerardo Capo and RAV Bahamas Ltd. for failure to state a claim. Haddad’s original

complaint asserted state law claims for breach of fiduciary duty, specific performance,
constructive trust, and joint venture accounting. The district court purportedly had

subject matter jurisdiction based upon diversity of citizenship. RAV Bahamas and

Capo moved to dismiss on the grounds that RAV Bahamas was a foreign corporation

and Haddad was a foreign individual and, thus, there was no diversity. Haddad filed

an amended complaint, in which he added a purported federal securities fraud claim,

invoking the district court’s federal question jurisdiction.

      RAV Bahamas and Capo again moved to dismiss the Complaint under Fed. R.

Civ. P. 12(b)(6), arguing that the Complaint failed to allege a transaction in securities.

After oral argument, the district court held that Haddad failed to state a claim for

securities fraud, and therefore failed to raise a federal question. The court granted

RAV Bahamas and Capo’s 12(b)(6) motion, dismissed Haddad’s securities fraud

claim, declined jurisdiction over the pendant claims, and closed the case. This appeal

followed.

      We review the district court’s decision de novo, upholding the lower court’s

decision “only if it appears beyond doubt that the allegations in the complaint, when

viewed in the light most favorable to the plaintiff, do not state a claim upon which

relief can be granted.” Theoharous v. Fong, 256 F.3d 1219, 1224 (11th Cir. 2001).

      The district court relied heavily on the fourth circuit decision in Robinson v.

Glynn, 349 F.3d 166 (4th Cir. 2003), to hold that Haddad’s interests in companies

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which would be created in the future did not convert his investment into a security.

Robinson and this case, however, are not alike. In Robinson, the interest that the

plaintiff was to receive was “neither denominated stock by the parties, nor did it

possess all the usual characteristics of stock.” Id. at 173. That is not the case here,

as the agreement between the parties refers to a “Shareholders Agreement,” discusses

“securities,” and calls the holders of these securities “stockholders.”

       The definition of “security” in federal securities laws is quite broad. Landreth

Timber Co. v. Landreth, 471 U.S. 681, 685, 105 S.Ct. 2297, 2301 (1985). Given this

broad definition and the fact that we must take all of the complaint’s factual

allegations as true and draw all inferences in Haddad’s favor, we find that it cannot

be said, as a matter of law, that Haddad did not state a claim that implicated federal

securities laws. In short, it does not appear “beyond doubt that the allegations in the

complaint, when viewed in the light most favorable to the plaintiff, do not state a

claim upon which relief can be granted.” Accordingly, the district court’s judgment

is reversed and the case is remanded for further proceedings consistent with this

opinion.1

       REVERSED AND REMANDED.


       1
        In reversing and remanding, we hold only that Haddad’s complaint should have survived
Capo and RAV Bahama’s 12(b)(6) motion. Beyond that, we make no judgment and offer no opinion
on the merits of Haddad’s claims.

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