SUMMARY ORDER
Plaintiff Don Lia appeals from the dismissal of his claims against defendants Michael Saporito and Jesse Armstead for specific performance, declaratory judgment, breach of fiduciary duty, constructive trust, unjust enrichment, and an accounting. Plaintiff Mobile Management, LLC (“Mobile Management”) appeals from the dismissal of its claim against defendants for breach of fiduciary duty. Specifically, plaintiffs challenge the district court’s determination that (1) Lia is judicially estopped from asserting each of his claims, and (2) plaintiffs’ fiduciary claims are, in any event, untimely or fail to state a claim for relief. We review decisions to dismiss on these grounds
de novo, see Gatt Commc’ns, Inc. v. PMC
Assocs.,
LLC,
1. Judicial Estoppel
A party who “assumes a certain position in a legal proceeding, and succeeds in maintaining that position,” can be judicially estopped from assuming a contrary position thereafter simply because his interests have changed.
New Hampshire v. Maine,
Lia does not here dispute that judicial estoppel can apply “to sworn statements made to administrative agencies ... as well as to courts.” Id. Neither does he seriously contend — nor could he — that he takes a position in the complaint in this action that is not clearly inconsistent with that taken in his deposition testimony in a 2005-2006 New Jersey administrative protest. Instead, he asserts that the district court erred in holding his claims judicially estopped because (1) he was not a party to the New Jersey proceeding nor in privity with any party to that proceeding; (2) his deposition testimony was not necessary to the ultimate disposition of the administrative proceeding; (3) any inconsistency between his deposition testimony and his position in this action affords plaintiffs no unfair advantage; and (4) defendants’ unclean hands bar them from asserting estoppel. We disagree.
Assuming without deciding that judicial estoppel applies only to parties or their privies in a prior proceeding, that requirement is satisfied here because the crux of Lia’s complaint is that pursuant to various agreements made in 2003 and 2006, he is the undisclosed 75% owner, sole manager, and sole financier of Hamilton Honda, also known as “All Star Motors, LLC” (“All Star”), which was a party to the administrative proceeding.
See Central Hudson Gas & Elec. Corp. v. Empresa Naviera Santa S.A.,
As for Lia’s contention that his prior deposition testimony was not necessary to the ultimate decision of the New Jersey proceeding, he mistakenly conflates collateral estoppel and judicial estoppel. Collateral estoppel “bars the relitigation of issues actually litigated and decided in the
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prior proceeding, as long as that determination was essential to that judgment.”
Id.
at 375. Judicial estoppel, by contrast, demands no similar “but for” causation; it requires only that “the party’s former position has been adopted
in some way
by the court in the earlier proceeding.”
Adelphia Recovery Trust v. HSBC Bank USA (In re Adelphia Recovery Trust),
In any event, the administrative law judge (“ALJ”) in the New Jersey proceeding did rely on Lia’s deposition testimony in determining that Lia had no ownership interest in All Star, the New Jersey Motor Vehicle Franchise Committee adopted the ALJ’s findings of fact and conclusions of law in their entirety in its final decision, and the New Jersey Appellate Division affirmed.
See W & D Imports, Inc. v. Am. Honda Motor Co., Inc.,
Nor can Lia escape this conclusion by insisting that his deposition testimony was immaterial to the ALJ’s disposition because the ALJ characterized his noninvolvement in All Star as an inconsequential red herring. As is evident from the record, the ALJ eschewed accusations of Lia’s alleged covert involvement in All Star because it credited his testimony of non-involvement. Thus, whatever other findings may have lent support to the ALJ’s protest resolution, his conclusion depended on a finding that persons other than Lia owned the dealership that was the subject of the protest and that Lia held no concealed interest therein.
Lia argues that he received no unfair advantage from his prior testimony and defendants here would suffer no unfair detriment. Although “the doctrine of judicial estoppel applies ‘especially when it prejudices ‘the party who has acquiesced in the position formerly taken by the party to be estopped,’” the relevant question remains “whether a party has successfully maintained a position in one proceeding and assumed a contrary position in another proceeding after his interests have changed.”
In re Adelphia Recovery Trust,
Finally, for the first time on appeal, Lia argues that defendants’ own unclean hands should preclude judicial estoppel because they were complicit in concealing Lia’s interests in All Star during the administrative proceedings. Because this argument was forfeited in the district court, we decline to address its merits on this appeal.
See Oneida Indian Nation v. Madison County,
In sum, we conclude that judicial estoppel properly applied against Lia in this case, a conclusion that makes it unnecessary for us to address his challenges to alternative grounds for dismissing his fiduciary duty claim.
2. Timeliness of Mobile Management’s Fiduciary Duty Claim
Under New York law, a plaintiff complaining of breach of fiduciary duty must file suit within three years if it seeks monetary relief and within six years if it seeks equitable relief.
See IDT Corp. v. Morgan Stanley Dean Witter & Co.,
As the First Department recently ruled, “[t]he calculated use of the term ‘disgorgement’ instead of other equally applicable terms such as repayment, recoupment, refund, or reimbursement, should not be permitted to distort the nature of [a breach of fiduciary duty] claim so as to expand the applicable limitations period from three years to six.”
Access Point Med., LLC v. Mandell,
Mobile Management’s second point merits even less discussion as the equitable claims it references are all brought by Lia, not Mobile Management, and arise out of 2003 and 2006 agreements to which Mobile Management was not a party.
Cf. Di Bartolo v. Battery Place Assoc.,
Finally,
Walling v. Holman,
Accordingly, the district court correctly applied a three-year limitations period to Mobile Management’s breach of fiduciary duty claim against Saporito, and correctly concluded that that claim, filed on June 30, 2011, had to be dismissed as untimely.
We have considered plaintiffs’ remaining arguments and reject them as without merit. Accordingly, the judgment of the district court is AFFIRMED.
Notes
. We recognize that our sister circuits are split as to whether dismissal on grounds of judicial estoppel should be reviewed
de novo, see Solomon v. Vilsack,
. Lia's disavowal of unfair advantage is, in any event, unconvincing because, by denying his own ownership interest in All Star and the dealership that was the subject of the protest and representing to the ALJ that the sole owners were Saporito and Armstead, the latter an African-American male, Lia was the concealed beneficiary of an exception from the presumption of economic harm afforded a protesting party by N.J.S.A. § 56:10-23(b), which applies when the challenged franchisee is a woman or a member of a protected minority group, see id. § 56:10-23(c), and which the AO found applicable due to Arm-stead’s purported majority ownership of All Star. Although the ALJ determined that Willis was not entitled to a presumption of economic harm under § 56:10-23(b), had Lia testified that he held an undisclosed ownership interest in the franchise, the ALJ may well have invoked § 56:10-23(b)(4), which applies if the "owner or operator” of the new proposed dealer has engaged in unfair or deceptive practices.