OPINION
Marjorie Nixon appeals the district court’s dismissal pursuant to Rule 12(b)(6) of her claims for breach of fiduciary duty, brеach of contract, and respondeat superi- or liability against Wilmington Trust. We AFFIRM.
I.
In July 2003, Wilmington Trust Company, as trustee, and Symphonix, as settlor, *356 established the Symphonix Devices, Inc., Liquidating Trust Agreement. The Trust Agreement specifically dеscribes “Beneficiaries” as persons that fall into one of two categories: 1) “creditors listed pursuant to Section 5 of the [Plan of Dissolution and Liquidation]” and 2) “former shareholders listed on Exhibit B” of the Trust Agreement.
In Marсh 2006, Nixon obtained a default judgment in a civil suit against Symphonix in which she had alleged personal injuries caused by defective Symphonix cochlear implants. She has been unable to collect her judgment and argues thаt Wilmington Trust should pay her personal injury default judgment from the Trust.
According to Nixon, Symphonix’s former chief financial officer informed Nixon’s counsel that the Trust was set up to pay for claims for defective cochlear implants. Nixon says that Symphonix’s counsel, Isaac Vaughn, also confirmed that the Trust was intended to compensate individuals who made claims within three years of June 2003. When Nixon’s counsel attempted to contact the Trustee in June 2006, Wilmington Trust employees allegedly stated that the Trust had been closed in July 2005 or “years ago.”
The district court granted Wilmington Trust’s motion to dismiss pursuant to Fed. R.Civ.P. 12(b)(6). Nixon now appeals asking this Court to reverse the district court and remand this case for further proceedings.
II.
We review de novo the district court’s dismissal of Nixon’s complaint pursuant to Fed.R.Civ.P. 12(b)(6).
Hill v. Blue Cross & Blue Shield of Mich.,
III.
The district court correctly dismissed Nixon’s breach of fiduciary duty claim because Wilmington Trust owed her no legal duty. Under Delaware law,
1
to state a сlaim for breach of fiduciary duty, a plaintiff must show: 1) that a fiduciary duty exists; and 2) that a fiduciary breached that duty.
Legatski v. Bethany Forest Assoc., Inc.,
In trust constructiоn cases, the settlor’s intent controls the interpretation of the instrument.
In re Couch Trust,
Here, thе clear and unambiguous language of the Trust Agreement defines two categories of beneficiaries, аnd Nixon does not fit into either. First, she is not among the “creditors” listed pursuant to Section 5 of the Plan. Section 5 dоes not *357 describe general creditors — rather it specifically defines “creditors” as stockholders tо whom distributions cannot be made, including those who cannot be found. 2 Nixon does not claim to be a stockhоlder. And Nixon does not fit into the second category because she does not claim to be a “sharеholder.” The district court correctly concluded that the specific and unambiguous language of the Trust Agrеement precluded consideration of extrinsic evidence regarding Symphonix’s subjective intent in establishing thе trust, including statements purportedly made by Sympho-nix’s officers or counsel. Because Nixon is not a benefiсiary of the Trust Agreement, the district court did not err in dismissing her claim for breach of fiduciary duty against Wilmington.
Nixon’s breach of contract claim fails as a matter of law for the same reason — she is not a beneficiary of the Trust. The unambiguous purpose of the Trust is “to collect and distribute to the Beneficiaries the income and proceeds of the sale of the Trust Estate.” Nixon did not plead the existence of a third-party contract apart from the Trust Agreement, and the Agreement’s express terms do not indicate an intent to cоnfer any benefit to non-benefi-eiaries. The district court therefore properly dismissed Nixon’s breach of contract claim without considering extrinsic evidence.
Finally, although Nixon included Wilmington employee Jаmes Hanley in her appeal, she had earlier stipulated that she would dismiss all claims against him pursuant to Fеd.R.Civ.P. 41(a), and the district court subsequently dismissed him from this action with prejudice. This case does not fit within the narrow circumstances where a party may appeal a stipulated dismissal with prejudice.
See Laczay v. Ross Adhesives,
IV.
In sum, Nixon’s breach of fiduciаry duty and breach of contract claims against Wilmington Trust are simply not proper causes of actiоn to collect a personal injury judgment entered subsequent to the creation of a liquidating trust, which by its terms clеarly and unambiguously defined its purpose and beneficiaries.
For the foregoing reasons, we AFFIRM the district court’s judgment.
Notes
. Delaware law is applicable pursuant to Section 23 of the Trust Agreement, and Nixon does not сhallenge its applicability.
. Nixon attached a copy of the Trust Agreement, but not a copy of Section 5 or Exhibit B to the Trust Agreement to her complaint. Nevertheless, a court may consider a documеnt not formally incorporated by reference in a complaint when the complaint refers to the document and the document is central to the claims.
Greenberg v. Life Ins. Co. of Va.,