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[DO NOT PUBLISH] In the United States Court of Appeals For the Eleventh Circuit ____________________ No. 23-12083 Non-Argument Calendar ____________________ CAMERON M. THIERRY, Plaintiff-Appellant, versus THE HONEY POT COMPANY (DE), LLC,

Defendant-Appellee.

____________________ Appeal from the United States District Court for the Northern District of Georgia D.C. Docket No. 1:22-cv-04414-MHC ____________________ USCA11 Case: 23-12083 Document: 40-1 Date Filed: 08/29/2024 Page: 2 of 17

PER CURIAM: Cameron Thierry, proceeding pro se, appeals the district court’s dismissal of his complaint against The Honey Pot Company (DE), LLC (“Honey Pot”) as barred by the statute of limitations and the district court’s denial of his motion for reconsideration. After careful consideration, we affirm.

I. FACTUAL BACKGROUND & PROCEDURAL HISTORY On November 3, 2022, Thierry, proceeding pro se, sued Honey Pot, alleging that it had violated an oral contract it had en- tered into with him. Thierry’s complaint invoked the diversity ju- risdiction of the district court, 28 U.S.C. § 1332, and he alleged that: (i) he was a Wisconsin citizen; (ii) Honey Pot was incorporated in Delaware with a principal place of business in Georgia; and (iii) his suit was seeking $327,000 in damages. Later, Thierry moved to amend his complaint. The district court granted the motion, but ordered Thierry to show why his suit should not be dismissed for lack of subject-matter jurisdiction because he had not listed the cit- izenship of all members of Honey Pot, a limited liability corpora- tion.

Thierry filed a “First Amended Complaint”, alleging as fol- lows: Thierry was a co-chief financial officer (“CFO”) of Honey Pot USCA11 Case: 23-12083 Document: 40-1 Date Filed: 08/29/2024 Page: 3 of 17

23-12083 Opinion of the Court 3 from January 8, 2018, until “on or about June 29, 2018.” 1 Honey Pot’s other co-CFO was Simon Gray. Thierry and Gray agreed to begin providing co-CFO services without payment until Honey Pot received funds from a “$3 million ‘life changing’ inves- tor . . . via a bridge loan Honey Pot expected to receive within months.” Honey Pot promised that, after it received the full $3 million in funding, it would: (1) adequately compensate Thierry for all services he rendered; (2) offer Thierry full-time employment; and (3) award Thierry equity in Honey Pot. When Honey Pot made its first payment to Thierry on March 2, 2018, it orally agreed to amend the parties’ agreement to adjust his co-CFO revenue share from 35% to 50% because of his contributions to the com- pany. Over six months, Thierry rendered invaluable services to Honey Pot. During that time, Honey Pot paid Thierry only $9,500.

Honey Pot continued to pay Gray “through at least June 29, 2018,” giving Thierry the impression that he still was sharing 50% of Honey Pot’s revenues with Gray and that they both would be made whole together later. Even so, Gray had been hired by, and awarded equity in, Honey Pot in May 2018. Thierry relied on Honey Pot’s representations, passing on multiple employment op- portunities and exhausting his savings. Thierry alleged that Honey Pot had fraudulently induced him to perform services by stating

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However, Honey Pot reneged on all of its promises once an investor was secured. On July 5, 2018, Gray communicated that he was having a final conversation with an investor regarding Thierry’s compensation and equity share. Gray called Thierry on July 6, 2018, made him a $6,000 offer for the services he had ren- dered, and stated that Thierry had not contributed to the $3 million investor funding. Thierry refused the $6,000 offer, and Gray said he would have further conversations with the investor and Honey Pot’s chief executive officer about a new offer for Thierry to con- sider. On July 7, 2018, Thierry no longer had access to Honey Pot’s payroll administration account, and his Honey Pot email password had been changed.

Thierry’s amended complaint brought five counts: (1) “Breach of Contract, Quantum Meruit”; (2) “Promissory and Equitable Estoppel”; (3) Fraud; (4) Unjust Enrichment; and (5) “At- torneys’ Fees and Expenses pursuant to O.C.G.A. § 13-1-11.” It also noted the statutes of limitations for his claims were impacted by the suspension of filing deadlines because of COVID-19 from the Supreme Court of Georgia from March 14, 2020, to July 14, 2020.

He attached numerous exhibits to his amended complaint.

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23-12083 Opinion of the Court 5 Honey Pot moved to dismiss Thierry’s amended complaint, arguing, as relevant, that Thierry had not properly pled diversity jurisdiction and that Thierry’s claims were barred by the statute of limitations. As to the statute of limitations point, Honey Pot ar- gued that Georgia law imposed a four-year statute of limitations on Counts 1 through 4. It contended that the breach of contract claim accrued on the day the contract was entered into, in January 2018, beyond the four-year statute of limitations. However, even if the claim accrued when Honey Pot offered Gray employment and not Thierry, that was in May 2018, also beyond the four-year statute of limitations. It next argued that Thierry’s remaining claims—for quantum meruit, promissory and equitable estoppel, and unjust en- richment—were based on the same negotiations and therefore they had accrued at the same time and were barred by the statute of limitations. It also argued that Thierry’s attorneys’ fees claim failed because he had no meritorious underlying claims which were not barred by the statute of limitations.

Thierry opposed the motion to dismiss. He argued, as rele- vant, that his cause of action accrued on July 7, 2018, when Honey Pot breached its contractual obligations with him by failing to hire him at that point. Thierry also submitted additional filings relating to the subject matter jurisdiction issue, wherein he sought infor- mation about the citizenship of Honey Pot’s members. The district court first denied Thierry’s requests for discovery but granted him additional time and scheduled a telephonic conference on the issue.

At the telephonic conference, the district court ordered the parties to confer regarding the jurisdictional issue and file a joint status USCA11 Case: 23-12083 Document: 40-1 Date Filed: 08/29/2024 Page: 6 of 17

In aid of determining that question, the court granted Thierry’s re- quests in part and ordered Honey Pot to provide information to Thierry relating to the domicile of each of its members. After ob- taining that information, Thierry filed documents showing that each member of Honey Pot was not a citizen of Wisconsin, where Thierry is a citizen.

In May 2023, the district court granted Honey Pot’s motion to dismiss and dismissed Thierry’s amended complaint with preju- dice. It first concluded that Thierry had established diversity juris- diction by showing that all members of Honey Pot were citizens of different states than he was. 2 It then noted that: (i) neither party disputed the authenticity of the exhibits attached to Thierry’s amended complaint, so it could consider them in resolving the mo- tion to dismiss; and (ii) Thierry had not disputed that the parties had entered into an oral contract nor that each of his counts was subject to a four-year statute of limitations. Independently, it

2 In passing, Honey Pot challenges this contention in its brief on appeal. We are obligated to inquire into subject matter jurisdiction whenever it may be lacking. Esteva v. UBS Fin. Servs. Inc. (In re Esteva), 60 F.4th 664, 670 (11th Cir. 2023). Having done so, we see no error in the district court’s thorough con- sideration of the jurisdictional issues in this case, and we agree with its conclu- sion that it had subject matter jurisdiction. 28 U.S.C. § 1332. Accordingly, we proceed to the merits.

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23-12083 Opinion of the Court 7 concluded that a four-year statute of limitations applied to each claim under Georgia law.

The district court then concluded that each of Thierry’s claims were barred by the applicable statutes of limitation. Given the four-year statutes of limitations and orders from the Georgia Supreme Court that tolled the statutes of limitations based on the COVID-19 pandemic, the district court concluded that any of Thierry’s claims that accrued on or after July 3, 2018, would be timely.

The district court then determined that, based on the amended complaint’s allegations, any breach of the oral contract occurred when Honey Pot secured investor financing and its prom- ises—to provide Thierry with equity, a full-time position, and pay- ment for all services previously rendered—were broken. It re- jected Thierry’s argument that his claim began to accrue on July 7, 2018, because that date would be inconsistent with the principle in Georgia law that the cause of action accrues upon the first breach.

It found that Thierry’s attempt to negotiate with Honey Pot re- garding his compensation after Honey Pot’s initial breach—i.e., Honey Pot’s failure to follow through on its promises after it se- cured its financing—did not affect the accrual of his breach of con- tract claim. Instead, it concluded that, according to Thierry’s amended complaint, the financing was secured and Honey Pot failed to fulfill its end of the bargain before July 3, 2018. The court noted that there was a dispute in the record on when the financing was secured, but that the dispute was only between dates in June USCA11 Case: 23-12083 Document: 40-1 Date Filed: 08/29/2024 Page: 8 of 17

The district court next found that Thierry’s equitable claims were also time-barred because Thierry’s last day of services ren- dered to Honey Pot was June 29, 2018, meaning those claims also accrued before July 3, 2018. 3 As for Thierry’s fraud claim, the court determined that a claim for fraud accrued when a representation was relied on and that the only alleged misrepresentations were made before July 3, 2023, specifically, that Thierry would be given equity, a job, and payment for his services after Honey Pot secured the financing. The court determined that the parties’ communica- tions after July 3, 2018, where Thierry was made a settlement offer that he rejected, were not false statements that Thierry relied on that resulted in damages.

The district court further concluded that because Thierry’s causes of action were barred by the applicable statutes of limita- tion, Thierry’s claim for attorney’s fees and expenses necessarily failed and it did not need to consider the alternative grounds for dismissal Honey Pot raised.

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23-12083 Opinion of the Court 9 Thierry moved for reconsideration of the district court’s or- der. He argued that the district court “overlooked and/or misap- prehended” the facts and the law. He also argued that there had been several procedural errors in the case that had prevented him from having an adequate chance to challenge the dismissal.

Before the district court ruled on the motion for reconsider- ation, Thierry timely filed a notice of appeal to challenge the dis- trict court’s dismissal order.

Later, the district court denied Thierry’s motion for recon- sideration. It concluded that, while Thierry had submitted new ev- idence, there was no reason that Thierry could not have submitted that evidence before his suit had been dismissed. It therefore found reconsideration unwarranted. After his motion for reconsideration was denied, Thierry moved to proceed on appeal in forma pauperis, and the district court granted that motion.

II. STANDARDS OF REVIEW We review de novo a district court’s dismissal of a complaint for being brought beyond the statute of limitations. Jackson v. Astrue, 506 F.3d 1349, 1352 (11th Cir. 2007). In examining whether a district court’s dismissal is proper, we accept the allegations in the complaint as true and construe them in the light most favorable to the plaintiff. Bingham v. Thomas, 654 F.3d 1171, 1175 (11th Cir. 2011). We review the denial of a motion for reconsideration, whether brought under Rule 59(e) or Rule 60(b), for abuse of dis- cretion. Farris v. United States, 333 F.3d 1211, 1216 (11th Cir. 2003) (Rule 60(b)); Sanderlin v. Seminole Tribe of Fla., 243 F.3d 1282, 1285 USCA11 Case: 23-12083 Document: 40-1 Date Filed: 08/29/2024 Page: 10 of 17

III. ANALYSIS On appeal, Thierry argues that the district court erred in finding his claims time-barred and committed various procedural errors. He argues that Honey Pot breached the parties’ oral con- tract on July 5, 2018, rendering his suit timely. In support of that contention, he cites exhibits, attached to his amended complaint, showing Thierry’s negotiations with Gray in July 2018. He also contends that the district court erred in concluding his claims were abandoned and in denying his motion for reconsideration. He again concedes that a four-year statute of limitations applies to his claims and that, using that period, his claims needed to accrue after July 3, 2018, to be timely. However, he contends that his last day of employment with Honey Pot was July 7, 2018, not June 30, which justifies reversal of the dismissal of his unjust enrichment, quan- tum meruit, and promissory estoppel claims. He argues that his fraud claim, as well, was timely because he did not know of Honey Pot’s fraud until July 7. Finally, he argues that the district court committed various procedural errors during the proceedings, in- cluding relating to subject matter jurisdiction and discovery.

A district court may dismiss a complaint under Rule 12(b)(6) as time-barred only if it is “apparent from the face of the com- plaint” that the applicable statute of limitations bars the claim.

Henco Holding, 985 F.3d at 1296 (quoting Bhd. of Locomotive Eng’rs & USCA11 Case: 23-12083 Document: 40-1 Date Filed: 08/29/2024 Page: 11 of 17

23-12083 Opinion of the Court 11 Trainmen Gen. Comm. of Adjustment CSX Transp. N. Lines v. CSX Transp., Inc., 522 F.3d 1190, 1194 (11th Cir. 2008)). In doing so, a district court must accept all factual allegations in the complaint as true and construe the complaint in the light most favorable to the plaintiff at the motion-to-dismiss stage, but it is not bound to accept as true the complaint’s legal conclusions or unwarranted factual in- ferences. Id.; Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007); Ash- croft v. Iqbal, 556 U.S. 662, 679 (2009). In diversity cases, we apply the substantive law of the forum state, here Georgia. Mesa v. Clar- endon Nat’l Ins. Co., 799 F.3d 1353, 1358 (11th Cir. 2015).

Georgia law allows parties to bring a breach of written con- tract action within six years, and a breach of oral contract action within four years. See O.C.G.A. § 9-3-24 (6-year statute of limita- tions for simple written contracts); O.C.G.A. § 9-3-25 (4-year stat- ute of limitations for oral contracts). Georgia law also has a resid- ual four-year statute of limitations for “[a]ll other actions upon con- tracts express or implied.” O.C.G.A. § 9-3-26. A four-year statute of limitations applies to claims for fraud in the inducement, unjust enrichment, quantum meruit, and promissory estoppel. See Brooks v. Freeport Kaolin Co., 324 S.E.2d 170, 172 (Ga. 1985) (holding that a claim for fraudulent inducement is governed by a four-year statute of limitations); Koncul Enters., Inc. v. Fleet Fin., Inc., 630 S.E.2d 567, 570 (Ga. Ct. App. 2006) (holding that a statute of limitations for unjust enrichment is four years under O.C.G.A. § 9-3-26); Burns v. Dees, 557 S.E.2d 32, 39-40 (Ga. Ct. App. 2001) (noting that the stat- ute of limitations for a quantum meruit claim is four years under O.C.G.A. § 9-3-26); Willner & Millkey v. Shure, 183 S.E.2d 479, 481 USCA11 Case: 23-12083 Document: 40-1 Date Filed: 08/29/2024 Page: 12 of 17

In Georgia, the statute of limitations for a breach of contract claim runs on the date the claim accrues. Hall v. Allstate Ins., 880 F.2d 394, 398 (11th Cir. 1989) (citing Hoffman v. Ins. Co. of N. Am., 245 S.E.2d 287, 288 (Ga. 1978)). “When the claim is for breach of contract, Georgia law provides that ‘the statute of limitations runs from the time the contract is broken and not from the time the actual damage[] results or is ascertained.’” Id. (alteration in origi- nal) (quoting Space Leasing Assocs. v. Atl. Bldg. Sys., Inc., 241 S.E.2d 438, 441 (Ga. Ct. App. 1977)); see also Mobley v. Murray Cnty., 173 S.E. 680, 684 (Ga. 1934) (same). In other words, the statute of limita- tions runs from the date suit can first be brought. Koncul Enters., 630 S.E.2d at 570.

Under Georgia law, “[t]he tort of fraud has five elements: a false representation by a defendant, scienter, intention to induce the plaintiff to act or refrain from acting, justifiable reliance by plaintiff, and damage to plaintiff.” Coe v. Proskauer Rose, LLP, 314 Ga. 519, 528 (Ga. 2022) (quoting Bowden v. Med. Ctr., Inc., 845 USCA11 Case: 23-12083 Document: 40-1 Date Filed: 08/29/2024 Page: 13 of 17

23-12083 Opinion of the Court 13 S.E.2d 555, 563 n.10 (Ga. 2020)). Similar to a breach of contract, a cause of action for fraud accrues from the first day that the action could have been successfully maintained. See id.; Colormatch Exteri- ors v. Hickey, 569 S.E.2d 495,497 (Ga. 2002).

Here, the district court did not err by finding that each of Thierry’s claims were barred by the four-year statute of limitations because his complaint establishes that each of his claims accrued before July 3, 2018. While Thierry has argued on appeal that the parties’ contract was breached in July 2018, he alleged in his com- plaint that the terms of the contract were that Honey Pot would, after it received the full $3 million in funding: (1) adequately com- pensate him for all services he rendered; (2) offer him full-time em- ployment; and (3) award him equity in Honey Pot. Once that con- tract was broken—i.e., once Honey Pot secured funding and failed to follow through on those promises—Thierry’s claim accrued and the statute of limitations began running. Hall, 880 F.2d at 398; Space Leasing Assocs., 241 S.E.2d at 441; Mobley, 173 S.E. at 684. The ex- hibits Thierry attached to his complaint established that Honey Pot secured an investor sometime in June 2018.

While Thierry now argues that his conversations with Gray in July 2018 established a July 5, 2018, performance date, that alle- gation was not the basis for the breach of contract claim he pled in his complaint. See Irving v. Mazda Motor Corp., 136 F.3d 764, 769 (11th Cir. 1998) (cautioning that “[w]e cannot allow [litigants] to argue a different case [on appeal] from the case [they] presented to the district court”). In any event, the conversations between USCA11 Case: 23-12083 Document: 40-1 Date Filed: 08/29/2024 Page: 14 of 17

As to Thierry’s quantum meruit, unjust enrichment, and promissory estoppel claims, the statute of limitations had run be- fore Thierry’s suit as well. Just as with his breach of contract claim, “‘the date of accrual [for an unjust enrichment claim] is the time when the plaintiff could first have maintained his action to a suc- cessful result,’ not necessarily at the time the benefits were con- ferred.” Renee Unlimited, Inc. v. City of Atlanta, 687 S.E.2d 233, 238 (Ga. Ct. App. 2009) (quoting Engram v. Engram, 463 S.E.2d 12, 15 (Ga. 1995)). In other words, the accrual date for these equitable claims was the same as the accrual date for the breach of contract claim and the facts in the amended complaint that justify our con- clusion that Thierry could have brought his breach of contract claim during June 2018 justify the same conclusion for his equitable claims. In addition, exhibits to Thierry’s amended complaint show that he began inquiring about his start date in June 2018, further suggesting that he knew that Honey Pot had reneged on its prom- ises before July 3, 2018, as well. See Mills v. Barton, 422 S.E.2d 269, 270-71 (Ga. Ct. App. 1992) (finding claims subject to statute of USCA11 Case: 23-12083 Document: 40-1 Date Filed: 08/29/2024 Page: 15 of 17

23-12083 Opinion of the Court 15 limitations in O.C.G.A. § 9-3-25 to accrue at the time the non- breaching party requested repayment).

Thierry’s amended complaint also shows that his fraud claim was brought outside the statute of limitations. In this claim, Thierry alleged that he relied on representations related to the ben- efits he would receive after an investor was secured. Once Honey Pot secured funding and Thierry failed to obtain those benefits he was promised, all the elements of fraud were present, and Thierry could have sued. Coe, 314 Ga. at 528. Moreover, as we mentioned, Thierry began inquiring about his start date in June 2018, which shows that he knew or should have known that Honey Pot had re- neged on its promises before July 3, 2018. See Anthony, 697 S.E.2d at 175-76; O.C.G.A. § 9-3-96. Accordingly, the district court did not err in concluding that the statute of limitations had run on Thierry’s claims. 4 As to Thierry’s arguments that the district court’s proce- dural rulings were error, we conclude that, because Thierry’s suit was barred by the statute of limitations, any procedural errors were harmless. See Equal Emp’t Opportunity Comm’n v. STME, LLC, 938 F.3d 1305, 1322–23 (11th Cir. 2019) (explaining that we do not reverse on the basis of harmless error).

4 Because we affirm the dismissal of Thierry’s substantive claims, he could not recover attorney’s fees and expenses either.

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23-12083 Opinion of the Court 17 had entered judgment. Id. Therefore, there was no abuse of dis- cretion.

IV. CONCLUSION For the reasons provided above, we affirm the dismissal of Thierry’s suit and the denial of his motion for reconsideration.

AFFIRMED.