[DO NOT PUBLISH]


             IN THE UNITED STATES COURT OF APPEALS

                     FOR THE ELEVENTH CIRCUIT
                      ________________________                  FILED
                                                       U.S. COURT OF APPEALS
                             No. 09-12284                ELEVENTH CIRCUIT
                                                           OCTOBER 26, 2009
                         Non-Argument Calendar
                                                          THOMAS K. KAHN
                       ________________________
                                                               CLERK

                   D.C. Docket No. 08-00212-CV-JOF-1

TIMOTHY BARABE,

                                                     Plaintiff-Appellant,

                                  versus

APAX PARTNERS EUROPE MANAGERS, LTD.,
JOHN SAMUEL, individually,
PAUL FITZSIMMONS, individually,
IAN JONES, individually,
MÖLNLYCKE HEALTHCARE US, LCC, and
ROBERT BENNISON, individually,

                                                     Defendants-Appellees.

                       ________________________

                Appeal from the United States District Court
                   for the Northern District of Georgia
                      ________________________
                            (October 26, 2009)

Before BIRCH, HULL and COX, Circuit Judges.

PER CURIAM:
      Timothy Barabe was an executive employee of Regent Medical Americas, LLC

(“Regent”). In June 2004, he entered into a Service Agreement with Regent. The

Service Agreement is governed by Georgia law and the parties agreed to submit to

the exclusive jurisdiction of Georgia to resolve any litigation related to the Service

Agreement.

      In August 2005, Mölnlycke Healthcare US, LLC (“Mölnlycke”) acquired

Regent. Apax Partners Europe Managers, Ltd. (“Apax”) is Mölnlycke’s parent

corporation. During the acquisition, Apax represented that it did not plan to make

any particular Regent employee or group redundant. On August 31, 2005, Barabe

signed a Subscription, Transfer and Investment Agreement (“the Subscription

Agreement”). The Subscription Agreement sets forth the terms under which Barabe

would be able to acquire Mölnlycke stock and the manner in which he would be paid

for his shares in the event of his departure from the company. By its own terms, the

Subscription Agreement is governed by the laws of England, and the parties agreed

to submit to the exclusive jurisdiction of the English courts for any litigation related

to the Subscription Agreement.

      In May 2006, Mölnlycke informed Barabe that his position at the company was

redundant and notified him of his termination. As a part of his separation, Barabe




                                           2
was forced to sell his shares in Mölnlycke back to the company at a price lower than

market value.

      Following his separation, Barabe sued Mölnlycke, Apax, and several

individuals who were Mölynlycke officers and directors. The Amended Complaint

(“the Complaint”), filed in the Northern District of Georgia, presents eight purported

claims for relief. (R.1-2 at 12-23.)

      On Defendants’ motions, the district court dismissed each and every claim

pleaded in the Complaint, pursuant to Federal Rule of Civil Procedure 12(b)(6), for

failure to state a claim on which relief may be granted. And, Count VI was also

dismissed for improper venue. (R.2-24; R.2-53.) Barabe appeals the dismissals.

      We consider de novo the district court’s grant of a motion to dismiss for failure

to state a claim, accepting the allegations in the Complaint as true and construing

them in the light most favorable to the nonmoving party. Hill v. White, 

,

1335 (11th Cir. 2003).

      We conclude that the district court’s orders state a proper basis for dismissing

each claim. As the district court recognized, Count I (Disregard of the Corporate

Entity), Count II (Joint Venture), and Count III (Agency Relationship) do not plead

independent causes of action. (R.2-24 at 6 n.1.) Count IV (Breach of Contract

regarding the Service Agreement) was properly dismissed because the Complaint

                                          3
alleges no breach of the Service Agreement other than a breach of the covenant of

good faith and fair dealing. And, the Complaint predicates the alleged breach of the

covenant of good faith and fair dealing on an alleged breach of the Subscription

Agreement, a contract that did not exist at the time the Subscription Agreement was

executed. (R.2-24 at 7.) Count V (Common Law Fraud) was properly dismissed

because the Complaint does not plead fraud with particularity and, under the facts as

alleged in the Complaint, Plaintiff could not plead reliance because he signed the

Service Agreement before the allegedly false representations were made. (R.2-24 at

9.) Count VI (Breach of Contract regarding the Subscription Agreement) was

properly dismissed for improper venue because litigation regarding the Subscription

Agreement must be brought in the courts of England. (R.2-24 at 10.) Count VII

(Violation of 18 U.S.C. § 1961, the Federal Racketeering Act) was properly dismissed

as the Complaint does not plead facts to support its allegation that Defendants were

engaged in an enterprise to commit racketeering activity. (R.2-24 at 12.) The

Complaint provides no facts regarding false statements or documents made as part of

an enterprise of racketeering activity. (Id.) And, Count VIII (Racial Discrimination

in violation of 42 U.S.C. §1981) does not adequately plead facts that suggest

intentional racial discrimination. (R.2-24 at 12-13.)




                                         4
For the foregoing reasons, the judgment of the district court is affirmed.

AFFIRMED.




                                   5