The judgment of the district court is affirmed for the following reasons:

1. Schroeder asserted claims for constructive fraud against each defendant but failed to state a cognizable claim for relief under Texas law. We agree with the district court that Schroeder did not plead sufficient facts to demonstrate the existence of any legal or equitable duty owed by the defendants that would give rise to such a claim. Nor did the district court abuse its discretion in denying Schroeder leave to amend his complaint. Schroeder had already filed an amended complaint as a matter of right, and we agree with the district court that further amendment would be futile.

2. Schroeder also argued that the defendants are liable through theories of civil conspiracy and aiding and abetting, and he requested an accounting of property and imposition of a constructive trust. These claims rise and fall with his constructive fraud claim and, accordingly, were properly dismissed by the district court.

AFFIRMED.