| Page 399 45 F.3d 399 
63 USLW 2560, Fed. Sec. L. Rep. P
98,616 David SALTZBERG, et al.,
Plaintiffs-Appellants, Cross-Appellees,
v.
TM STERLING/AUSTIN ASSOCIATES, LTD., et al.,
Defendants-Appellees, Cross-Appellants.
No. 93-8725. United States Court of Appeals,
Eleventh Circuit. Feb. 16, 1995. Steve Gard, Page & Bacek,
Atlanta, GA, Norman Rifkind, Beigel &
Sandler, Chicago, IL, for appellants.
James C. Grant, Alston & Bird,
Oscar N. Persons, Atlanta, GA, Walter G.
Elliott, Elliott & Blackburn, Valdosta, GA,
for appellees.
Appeal from the United States
District Court for the Northern District of
Georgia.
Before EDMONDSON and CARNES,
Circuit Judges, and HENDERSON, Senior
Circuit Judge.
PER CURIAM:
We affirm the grant of summary
judgment to defendants in this action under
section 10(b) of the Securities and Exchange
Page 400 Act of 1934 and Rule 10b-5 promulgated
thereunder. In doing so, we accept and apply
the "bespeaks caution" doctrine as explained
In re Donald J. Trump Casino Sec. Litig,
7 F.3d 357 (3rd Cir.1993).
The context in which a statement
is made is important. When an offering
document's projections are accompanied by
meaningful cautionary statements and
specific warnings of the risks involved,
that language may be sufficient to render
the alleged omissions or misrepresentations
immaterial as a matter of law. The
cautionary language used in the private
placement memorandum in this case was no
boilerplate and was not buried among too
many other things, but was explicit,
repetitive and linked to the projections
about which plaintiffs complain. In the
light of the cautionary language in this
case, plaintiffs cannot show the necessary
misstatement or omission of a material fact.
AFFIRMED. |
