Ledford v. Peeples

¶5TJOFLAT, Circuit Judge:

¶6Upon the majority vote of the judges in this Court in active service, on January 19, 2011, the en banc Court vacated this panel’s prior opinion and granted rehearing en bane. See Ledford v. Peeples, 630 F.3d 1345 (11th Cir.2011) (en banc); 605 F.3d 871 (11th Cir.2010), vacated and reh’g en banc granted, 630 F.3d 1345. The en banc Court has concluded that Appellees in their cross appeal have not shown that the district court abused its discretion in denying sanctions.

¶7Because the en banc Court considered only the sanctions issue, we hereby reissue Parts I, II, IV, and V of the panel opinion of May 6, 2010, as set forth below as now Parts I, II, III, and IV. We affirm the district court’s grant of summary judgment to Appellees.

¶8In this case, two parties, X and Y, each owned a fifty percent interest in a limited liability company that manufactured and sold carpets. X provided the financing; Y ran the company and marketed its product. The parties had a buy-sell agreement that enabled either party to buy out the other at any time by offering to purchase the other’s interest in the company at an offered price. After receiving an offer, the offeree would have thirty days in which to accept the offer or elect to purchase the offeror’s interest at the offered price.

¶9Y offered to purchase X’s interest for $3.5 million. X demanded to know whether Y would be borrowing the funds from Z, who earlier had expressed an interest in purchasing the company. Y said that neither Z nor anyone else would be providing the money. X asked Z if it was financing Y; Z said no.

¶10X, unable to operate the factory and market its product without Y or someone with Y’s expertise, had to sell and therefore accepted Y’s offer. Prior to the date set for the closing, however, X told Y that it would not go forward with the closing unless Y represented that no third party was providing the funds to pay X. Y responded that it had no obligation to disclose the source of its funds and that X was bound by contract to transfer its interest to Y unconditionally. X tacitly agreed *1211by appearing at the closing and transferring its interest to Y.

¶11X subsequently learned that Z had provided the purchase price and, following the closing, had acquired the factory’s assets and hired Y to run the business. After discovering Z’s involvement, X took Y to court. In a complaint filed in state court, X alleged that Y breached a fiduciary duty to tell it that Z had financed the purchase of its interest, and moreover, that Y’s failure to disclose Z’s involvement fraudulently induced X to sell its interest to Y.1 X also brought suit against Z in federal district court, the case now before us, claiming that Z violated federal securities law, state securities law, and state common law by denying involvement in the transaction and causing X to sell its interest to Y.

¶12X lost both cases on summary judgment.2 Both courts concluded that Y’s alleged misrepresentation about Z’s involvement in the buy-out did not cause X to sell its interest. Rather, X sold because it was in X’s economic self-interest to do so. X needed Y’s skills; had X purchased Y’s interest, it would have had no one to run the carpet factory or to market its product. X therefore had no economically viable option but to sell.

¶13The district court granted Z summary judgment. X appealed the district court’s decision rejecting its claim. This opinion is organized as follows. Part I identifies X, Y, and Z and sets out the events that have given rise to this controversy.3 Part II canvasses the litigation as it evolved in state court and spread to federal court; describes the state trial and appellate courts’ disposition of X’s claims against Y and the district court’s disposition of X’s claims against Z; and, after that, delineates the issues that X’s appeal to this court presents. Part III assesses the merits of X’s appeal as to the securities law claims. Part IV examines X’s claim that Z aided and abetted Ys breaches of fiduciary duty towards X.

¶14I.

¶15A.

¶16X is DynaVision Group, LLC (“DynaVision”)4 and its principal owners, Jimmy Ledford, Larry O’Dell, and Bryan Walker.5 Y is Brenda Smith, Robert Thomas, and Bryan Ownbey. Z is Shelby Peeples.

¶17*1212In July 1998, Paul Walker, Bryan Walker’s father, approached Smith, Thomas, and Ownbey, experienced managers in the carpet manufacturing industry in Dalton, Georgia, with the idea of forming a company to manufacture and sell carpets to hotels, motels, restaurants, and others engaged in the hospitality business. Soon thereafter, Smith, Thomas, Ownbey, and Paul Walker formed Signature Hospitality Carpets, LLC (“Signature”), dividing the company’s interests equally between DynaVision on one hand and Smith, Thomas, and Ownbey on the other.6

¶18Under Signature’s operating agreement, Smith, Thomas, and Ownbey managed the company, and DynaVision provided the capital.7 Signature sold carpet to hospitality customers — mainly through contacts that Smith, who was well respected in the industry, had previously established — and arranged for manufacturers in the Dalton area to fill the orders. DynaVision provided the funds that Signature needed to pay the manufacturers by establishing a $200,000 line of credit at a bank near Dalton, the First National Bank of Chats-worth (“FNBC”).8

¶19Signature initially operated out of rented office space; once the company established itself as a going concern, however, its owners decided to find their own manufacturing plant. Anticipating that they would be able to acquire a suitable site in the Dalton area, DynaVision, Smith, Thomas, and Ownbey entered into a new operating agreement (the “Operating Agreement” or “Agreement”), on May 6, 1999. The Agreement referred to Smith, Thomas, Ownbey, and DynaVision as Signature’s “Members,” and Smith, Thomas, and Ownbey as the “Active Members.”9 It created a six-member Board of Directors, with three directors appointed by DynaVision and three by the Active Members. The Active Members appointed themselves; DynaVision appointed its accountant, Edward Staten, and left two of its seats vacant. The Operating Agreement required the Board to unanimously authorize all of Signature’s actions. This meant that DynaVision, through Staten, could have blocked any action the Active Members wanted to take. The Board rarely met, however, face to face or otherwise, so the Active Members ran Signature’s operations without objection.

¶20Under the Agreement, Smith was the company’s president and the person in charge of marketing, Thomas was the vice-president of sales, and Ownbey was the vice-president of manufacturing.10 A non-*1213solicitation clause provided that if a Member sold his or her interest, that member could not for one year thereafter “call, solicit, or fulfill orders” from “customers or prospects” of Signature.11 In reality, the clause applied only to the Active Members, since they were the ones who possessed Signature’s customer contacts.12

¶21The Agreement also contained a buy-sell provision, which is at the center of the present controversy. This provision is contained in Article Nine of the Agreement, entitled “Transfer and Assignment of Member Interests.” Section 9.5, “Mandatory Put and Call,” reads as follows:

At any time Dyna-Vision or the Active Members by majority vote within that group, may set a price per percentage Interest and give written notice of that price to the other group, (the “Notice of Offer to Sell or Purchase”). The Members receiving the Notice of Offer to Sell or Purchase shall have thirty (30) calendar days to decide whether to sell all their Interest at that price or to purchase all the Interest of the group giving Notice of Offer to Sell or Purchase at the Price set forth in the Notice of Offer to Sell or Purchase. If the Members receiving the Notice of Offer to Sell or Purchase fail to make an election ..., the Members receiving the Notice of Offer to Sell or Purchase shall have to sell their Interest at the price set forth in the Notice of Offer to Sell or Purchase.

¶22Following the execution of the Operating Agreement, the parties located a site for Signature’s manufacturing plant and offices on Green Road in Chatsworth, Georgia, a short distance from Dalton. To purchase the site, which included a building that could be converted to accommodate Signature’s requirements, the Active Members formed another limited liability company, Signature Leasing, LLC (“Leasing”), with Ledford, O’Dell, and Bryan Walker.13 On October 19, 1999, Leasing purchased the property (“Green Road Property”) with the proceeds of a $630,000 loan from Dalton Whitfield Bank. Bank employee Cynthia Trammel managed the *1214paperwork for the loan.14 Once the building was equipped to manufacture carpets, Signature moved in.15

¶23Signature then looked to FNBC for working capital. Over a period of several months following its occupancy of the Green Road Property, Signature received several unsecured loans from the bank.16 In October 2001, Signature asked FNBC for a loan that would pay off its FNBC loans and the balance due on the Dalton Whitfield Bank loan and provide Signature with additional working capital. In total, Signature needed $911,000.

¶24At Signature’s request, Trammel, who had moved from Dalton Whitfield Bank to FNBC the year before, handled the transaction. Trammel informed Signature that, subject to the approval of the FNBC’s board of directors, the bank would make the loan on the following conditions: Signature would give the bank a deed to secure debt on the Green Road Property and Signature’s carpet-manufacturing machines; Smith, Thomas, Ownbey, Ledford, and O’Dell (the “Guarantors”) would sign the note and thus guarantee its payment.17 Signature and the Guarantors agreed to these conditions, the bank’s board approved the loan, and Trammel proceeded to prepare for the closing.

¶25Trammel’s first task was to have FNBC’s counsel, Todd McCain,18 examine the title to the Green Road Property. After examining the title, McCain sent Trammel an opinion indicating that Leasing, not Signature, owned the Green Road Property. Signature therefore could not give the bank a deed to secure the debt with the property unless and until Leasing conveyed the property to Signature.

¶26Trammel overlooked the need for the conveyance, and the loan closed on October 24, 2001 without Leasing having conveyed the property to Signature. Therefore, as part of this transaction, Signature gave FNBC a deed to secure debt for real property it did not own.19 A month or so later, Trammel happened to read McCain’s opinion, noted that Leasing, not Signature, owned the Green Road Property, and realized that Signature’s deed to secure the debt was worthless. Something had to be done, so Trammel called McCain.20 In mid-January 2002, McCain sent Trammel *1215the document needed to solve the problem, a warranty deed conveying the Green Road Property from Leasing to Signature.

¶27Trammel then contacted Smith, informing her that she and the other Guarantors would have to return to the bank and sign a “document” that had been neglected at the closing. The document was the 'warranty deed, although Trammel did not explain the document’s significance to Smith at that time. Trammel asked that Smith pass along this message to the other Guarantors, which Smith did.

¶28Smith, Thomas, and Ownbey promptly went to the bank and signed the document before a notary, public, Angela Garland, and in the presence of a witness, Trammel. Smith read the document, which bore the heading “Warranty Deed,” and recognized its significance — that Leasing was conveying the Green Road Property to Signature to satisfy one of the conditions on which the bank had made the loan.

¶29Ledford and O’Dell did not appear, to sign the document, so Trammel asked Smith to remind them to do so. Smith thereupon called Ledford and asked him to go to the bank and sign what she described as “a document that had been left out of the closing.” She did not inform Ledford of the document’s legal significance.21 Smith also asked Ledford to contact O’Dell and remind him to sign the document. Ledford did so, and, in early February, he and O’Dell separately went to the bank and signed the warranty deed, also before Garland and Trammel. Trammel forwarded the executed warranty deed to the McCain firm, which filed it with the Clerk of the Murray County Superior Court on February 7, 2002.

¶30Ledford and O’Dell insist that they did not know that they were signing a warranty deed; moreover, they claim that they had no understanding of the legal significance of a warranty deed and would not have signed the instrument had they known that it transferred the Green Road Property to Signature.22

¶31B.

¶32In December 2001,' Shelby Peeples, a Dalton businessman with interests in the carpet-manufacturing industry, contacted Paul Walker and Ledford and expressed an interest in purchasing Signature. Paul Walker, Ledford, and Peeples had been involved in several business ventures and were on friendly terms.23 The three men met at least once • during December to discuss the possible sale of Signature.24 At some point, Walker informed the Active Members that Peeples had shown an interest in purchasing Signature.

¶33On January 9, 2002, Paul Walker, Led-ford, O’Dell and the Active Members met *1216and agreed to offer Signature and the Green Road Property to Peeples for between $10-12 million.25 They designated Paul Walker to represent them in negotiations with Peeples. Later that day, Paul Walker, Thomas, and Ownbey met with Peeples and some of his associates. Walker informed Peeples that the Green Road Property was owned by a separate company but offered to sell both Signature and the property for $12 million. Peeples rejected the offer. Walker countered with an offer of $10 million. Peeples rejected that offer as well. Peeples then asked Walker if he could meet separately with him and, after that, with the Active Members. Walker said yes but that Peeples could meet with the Active Members only once. Walker, having made that point clear, met with Peeples to discuss the matter. Peeples offered him $2 million for DynaVision’s interest. Walker apparently felt insulted, so Peeples increased the offer to $2.5 million. Walker rejected it out of hand, and the discussion ended.

¶34As January wore on, Walker met with Peeples once or twice a week to discuss some business ventures in which they were involved. During some of their meetings, Walker asked Peeples whether he had been negotiating with the Active Members. Peeples said no, but his denial was false. Peeples and the Active Members had been meeting all along to discuss ways that Peeples could acquire DynaVision’s interest in Signature without dealing directly with DynaVision. Moreover, with the assistance of his lawyer, Peeples had memorialized the substance of his discussions with the Active Members in a letter, which he faxed to the Active Members on January 21.

¶35The letter mapped out the steps that Peeples and the Active Members would take. First, the Active Members would acquire DynaVision’s interest in Signature using the Mandatory Put and Call provision of the Operating Agreement. According to the letter, “on terms and conditions to be set forth in a definitive, legally binding, written agreement, ... a company owned or controlled by ... Peeples” would loan $3.5 million to the Active Members “for the purpose of enabling the Active Members to complete the acquisition of the DynaVision Interest.” This loan would be made after the Active Members acquired DynaVision’s interest.26 Next, Peeples would purchase all of Signature’s assets from the Active Members, forgive the $3.5 million loan, and pay the Active Members $3 million.27 The Active Members would remain as managers of Signature under five-year employment contracts, with annual salaries starting at $160,000 and increasing each year and possible bonuses based on Signature’s performance.28

¶36*1217The letter contained sections entitled “Confidentiality” and “No Discussions with Others.” The “Confidentiality” section provided, in pertinent part:

None of the parties hereto will ... (1) disclose or publicize in any manner (except as may be required by applicable law) that discussions relating to matters covered [in this letter] or the Loan or the Acquisition are taking place between or among the Active Members, the Peeples Group, Signature and/or Buyer, or (2) reveal the terms or proposed terms of either this Letter or the Loan ... to any person or entity other than representatives [of Peeples who would be conducting a due diligence investigation into Signature after the Active Members purchased DynaVision’s interest].

¶37The “No Discussion” section stated, again in pertinent part:

[N]one of the Active Members ... will, directly or indirectly (i) negotiate or discuss with any other person or entity any transaction involving any business combination involving Signature, or (ii) solicit ... negotiate ... or accept any offer, bid or proposal from any other person or entity respecting any transactions involving a sale of assets of Signature (except for sales of property in the ordinary course of business) or any other business combination involving Signature, or (iii) disclose or reveal ... [information related to Signature’s financial condition or methods and plans of operations], other than in the ordinary course of business, to any person or entity not a party to this Letter in connection with the type of transactions described in clauses (i) and (ii) above.... In addition, the Active Members will immediately cease and cause to be terminated any previously undertaken or ongoing ... negotiations with any other person or entity vdth respect to any transaction of the type described in the preceding clauses (i) and (ii) above.

¶38The letter stated additionally that, “to the extent of any conflict in the provisions of this Letter and the provisions of the Signature Operating Agreement, the provisions of the Signature Operating Agreement shall prevail and the conflicting provision^) of this Letter shall be void and of no effect whatsoever.”

¶39After the Active Members received the letter, they continued their negotiations with Peeples, which, toward the end of January or early February, led to a verbal understanding. As indicated in the January 21 letter, Peeples would loan the Active Members $3.5 million to purchase DynaVision’s interests. If the purchase materialized, the Active Members would cause Signature to sell its assets to Peeples.

¶40On February 8, Smith summoned Led-ford and O’Dell to discuss tensions between Ledford and O’Dell and the Active Members. Toward the end of this meeting, Smith presented Ledford and O’Dell with the Mandatory Put and Call pursuant to § 9.5 of the Operating Agreement. The Put and Call informed DynaVision that the Active Members would purchase its interest in Signature for $3.5 million unless DynaVision opted to purchase the Active Members’ interests for $3.5 million within thirty days. The Put and Call also stated that if DynaVision elected to purchase the Active Members’ interests, it would release the Active Members from their obligations under the Operating Agreement's non-solicitation clause. Ledford asked Smith whether Peeples or anyone else would be providing the purchase price. Smith’s reply, according to Ledford, was that we “are doing this on our own.”29

¶41*1218On February 22, DynaVision’s lawyer, H. Greely Joiner, Jr.,30 wrote a letter to the Active Members stating that because § 9.5 of the Operating Agreement precluded the imposition of conditions on a Put and Call, DynaVision would not honor the Put and Call "with the non-solicitation clause condition. The Active Members tacitly agreed. On February 25, they presented DynaVision with a new Put and Call at the same price, $3.5 million, but without the requirement that DynaVision void the non-solicitation clause. Paul Walker and DynaVision treated this Put and Call as valid.

¶42DynaVision’s principals were not pleased. They wanted Signature to continue on, under the Active Members’ management, because they believed that in time the company would become increasingly profitable. Nonetheless, they recognized that they had two options — buy or sell — and thirty days to decide. They did not want to sell because, as the prices ($12 million and $10 million) Paul Walker quoted to Peeples in January indicated, they believed their half-interest in Signature was worth substantially more than $3.5 million. But they did not want to buy either because they lacked the contacts in the hospitality industry necessary to enable them to market Signature’s products with any measure of success. Without the Active Members — particularly Smith, with her extensive contacts in the hospitality industry — DynaVision’s principals knew they could not operate Signature at a profit.31 Faced with this dilemma, DynaVi*1220sion’s principals looked for an immediate buyer who would be willing to pay $10 million for the company. If they could find a buyer willing to pay as much as $8.5 million, they would opt to buy out the Active Members for $3.5 million. The $5 million they would net was what they thought their half of Signature was worth.

¶43Ledford and O’Dell contacted three firms, Mohawk Carpets, Clay Miller Carpets, and Matel Carpets, in their search for a buyer. They initially proposed a $10 million price for Signature, eventually lowering the price to $8.5 million as the thirty-day Put and Call period drew to a close. As part of his pitch to sell Signature, Ledford told Jerry Thomas, Matel’s owner, that Thomas ought to buy Signature to protect his company from Signature’s competition should Signature fall into Peeples’s hands.32 Ledford stressed “the dynamics of what might happen should a ... company like [Signature] fall into the hands of ... the Peeples family.”33 But Thomas was not persuaded, nor was anyone else.34 With time running out, Led-ford asked Smith if she would be willing to stay on and run the company if he and the others bought the Active Members’ interests. Smith was not interested.

¶44Paul Walker and DynaVision’s principals discussed among themselves the possibility that Peeples had financed the Active Members’ February 25 Put and Call. Motivated by these suspicions, Walker confronted Peeples directly. Peeples denied any involvement.35 At one point, Walker warned Peeples that if he was involved, he would not be getting the Green Road Property, because Leasing owned it, not Signature.

¶45C.

¶46On March 27, the thirty-day election period provided by the Put and Call expired. DynaVision had not exercised its option to purchase the Active Members’ interests within the election period; consequently, it had to sell its interest for the $3.5 million Put and Call price. On March 28, DynaVision and the Active Members began to negotiate the finer terms of the sale.

¶47A few days later, Joiner, presumably representing Ledford, O’Dell, and Bryan Walker as one-half owners of Leasing, asked Smith if he could draw up a lease for the Green Road Property between Leasing, as lessor, and Signature, as lessee. Smith responded that Signature, not Leasing, owned the property. Joiner checked the title and discovered the warranty deed from Leasing to Signature that had been recorded on February 7. Paul Walker and Ledford then demanded that the Active Members consent to a conveyance of the property back _to Leasing. The Active *1221Members refused, explaining that it had been everyone’s intent to transfer the property to Signature so that Signature could go forward with the FNBC loan transaction; Signature had to have title to the property in order to give the bank a valid deed to secure debt.

¶48Meanwhile, at a meeting of DynaVision’s members, the members unanimously adopted resolutions authorizing O’Dell and Ledford to “negotiate, execute and convey the interests of Dyna-Vision in Signature ... to Smith, Thomas, and Ownbey — ” The resolutions went on to allow O’Dell and Ledford to set certain conditions on the conveyance including:

the repayment of all loans due any [DynaVision] member or any affiliate of any member; the release of all [DynaVision] members from any guarantees issued on behalf of Signature to any financial institution or vendor; the repayment of any and all funds due Dyna-Vision by Signature with respect to any distributions which had not been authorized by the Board of Directors of Signature; and a long-term Lease Agreement between Signature and Leasing, with a minimum term of five (5) years at a rental rate of $11,000 per month plus taxes, insurance, maintenance and repair.

¶49The minutes of this meeting indicate that DynaVision’s members knew that the transaction would close on April 30. They provided that because O’Dell, DynaVision’s chairman, would be out of town that day, Ledford would act for DynaVision in his place.36

¶50After this meeting adjourned, Ledford and O’Dell met with Joiner and spelled out several conditions the Active Members would have to meet before closing. Joiner informed the Active Members of these conditions in an April 11 letter to their attorney, Douglas Krevolin. . One called for the Active Members and DynaVision to execute an agreement Joiner had drafted and enclosed in his letter. The agreement contained the following covenant, presumably designed to smoke out the Active Members’ involvement with Peeples:

[e]ach Assignee [i.e., Active Member] does hereby represent and warrant to the Assignor [i.e., DynaVision] that such Assignee has acquired the Interest from the Assignor for investments solely for said Assignee’s own account ... without any intention of conveying ... any portion of such Assignee’s Interest, and without the financial participation of any other Person in acquiring the Assignee’s Interest.

¶51Another condition required the conveyance of the Green Road Property from Signature to Leasing.

¶52Krevolin responded to Joiner’s April 11 letter with a letter dated April 16. He informed Joiner that the Active Members would not consent to either of the two conditions. Responding to the threat implicit in Joiner’s letter — that DynaVision would not close if the Active Members refused to represent that they were acquiring DynaVision’s interest without the financial participation of a third party— Krevolin said this: “If your client is not willing to proceed with the closing in accordance with the terms of the Operating Agreement, the Active Members may have no alternative but to seek a court order compelling it to close.”

¶53*1222Joiner informed Ledford of what Krevolin had written and the position that the Active Members would take if DynaVision refused to close, and Ledford instructed Joiner to proceed -with the closing on April 30.

¶54D.

¶55In late April, prior to the closing, the Active Members signed two promissory notes and a collateral agreement. In the collateral agreement, entitled “Collateral Assignment of Membership Interest,” they pledged, “as record and beneficial” owner of Signature, all of their ownership interest in Signature as collateral for a loan of $3.5 million from PFLC, LLC and a loan of $855,000 from Internal Management, Inc., both companies owned by Peeples. The proceeds of these loans were to be used, respectively, to pay for DynaVision’s interest in Signature and to pay the balance due, $855,000, on the loan FNBC had made to Signature the previous October.

¶56At some point between the April 30 closing and May 7, the Active Members and Peeples signed an Asset Purchase Agreement pursuant to which the Active Members, as owners of all of Signature, caused the transfer of Signature’s assets to Peeples for $5.75 million.37 Of that amount, $2.25 million went directly to the Active Members, and $3.5 million served to cancel the loan Peeples had made to enable them to buy out DynaVision. The agreement also contained Peeples’s promise to indemnify the Active Members for any expenses, including those arising from litigation, they might incur as a result of the transfer of the Green Road Property from Leasing to Signature.

¶57Contemporaneous with the execution of the Asset Purchase Agreement, PFLC, LLC entered into six-year employment contracts with the Active Members, their compensation to consist of $118,000 signing bonuses, initial salaries of $160,000 per year, annual salary increases of $10,000, and bonuses if Signature made over $1.5 million in pre-tax profits in a calendar year.

¶58II.

¶59A.

¶60On November 15, 2002, DynaVision, Ledford, O’Dell, Bryan Walker, and Leasing filed suit for equitable and legal relief against the Active Members and Signature in the Superior Court of Murray County, Georgia. The plaintiffs all retained Joiner as counsel, along with H. Lamar Mixson and David G.H. Brackett, two partners in Bondurant, Mixson and Elmore, LLP. Their complaint38 was framed in four counts and asserted six claims, all on behalf of the plaintiffs both individually and collectively.39 Four claims were based on Leasing’s conveyance of the Green Road Property to Signature; two involved the transfer of DynaVision’s interest in Signature to the Active Members. We begin with the claims regarding the Green Road Property.

¶61The first claim40 was that Leasing, and Ledford, O’Dell, Smith, Thomas, and Own-*1223bey as owners of interests in Leasing, mistakenly executed the warranty deed conveying the Green Road Property to Signature and thus were entitled to a rescission of that transaction. The second claim41 was that Smith induced Ledford and O’Dell to execute the warranty deed by falsely representing that FNBC needed a corrective document without warning that the document was in fact a warranty deed. The third claim was that Smith and the Active Members breached their fiduciary duties to Leasing, causing Leasing to lose the value of the Green Road Property, on two occasions — when Smith induced Ledford and O’Dell to sign the warranty deed under false pretenses and when the Active Members refused to cause Signature to return the property to Leasing. The fourth claim42 was that Signature, Smith, Thomas, and Ownbey were unjustly enriched by the acquisition of the Green Road Property.

¶62The fifth and sixth claims involved the transfer of DynaVision’s interest in Signature.43 The fifth claim,44 a fraud claim, alleged that upon presenting the conditional Put and Call on February 8, 2002, Smith falsely stated that the Active Members were “doing this on our own,” intentionally inducing DynaVision to sell its interest. The sixth claim45 alleged that by failing to disclose their discussions and final arrangements with Peeples, the Active Members breached fiduciary duties imposed by the Operating Agreement,46 the Georgia

¶63*1224Limited Liability Company Act,47 and Georgia common law.

¶64On August 13, 2003, after the parties had joined the issues,48 plaintiffs moved the state court for leave to amend their complaint to add Peeples and his two companies, PFLC, LLC and Internal Management, Inc., as co-defendants.49 Plaintiffs represented that they had not learned of Peeples’s involvement until the day before, August 12, when they took Ownbey’s deposition and Ownbey testified that Peeples had provided the funds to enable the Active Members to trigger the Put and Call.50

¶65The state court heard oral argument on the motion on September 25, 2003, after discovery had closed.51 It denied the motion on October 29, 2003, concluding that DynaVision “knew or should have known” at the time it filed its complaint that Peeples was “involved.” In its order, the court noted that plaintiffs, in their complaint, had alleged that a third party had been involved in negotiations with the Active Members and DynaVision in early January 2002 over a possible purchase of Signature, but that these negotiations were unsuccessful. Further, they had alleged, “upon information and belief,” that a third party had financed the Active Members’ acquisition of DynaVision’s interest in Signature and, after the Active Members had DynaVison’s interest in hand, had purchased Signature’s assets. In addition, Ledford had deposed that he knew that Peeples was involved in the January negotiations. It should have been obvious to DynaVision that since Peeples was involved in the January negotiations, he was the party that likely financed the Active Members and purchased Signature. In addition, the court reasoned, adding Pee-*1225pies as a party at that late stage of the litigation, after discovery had closed, would cause Peeples undue prejudice.

¶66Plaintiffs moved the court to reconsider its ruling. The court denied their motion on March 8, 2004. In its order, the court was highly critical of plaintiffs’ delay in attempting to join Peeples as a party defendant:

[As a result of Ledford’s deposition testimony] the Court [in its October 29 order] concluded that the Plaintiffs knew of the involvement of the Peeples Group, at the time the original Complaint was filed.... The Plaintiffs then waited nine months, until August 13, 2003, before Sling for leave to amend. The Plaintiffs had carefully waited until after the deposition of Shelby Peeples [on June 27, 2003] and until after the close of discovery to have their motion heard [on September 25, 2003]. In making the October 2003 ruling, this Court determined that the Plaintiffs engaged in a deliberate scheme to delay joinder without excuse or justification. Therefore, the Court finds that the [Plaintiffs’] failure to offer evidence of excuse or justification is an independent reason that the Plaintiffs’ Motion [for Reconsideration] should be denied.

¶67B.

¶681.

¶69On January 7, 2004, while their motion for reconsideration was pending in state court, plaintiffs, still represented by Joiner, Mixson, and Brackett, brought the instant lawsuit against Peeples52 in the United States District Court for the Northern District of Georgia.53 The complaint was framed in 116 paragraphs and seven counts. Each count incorporated by reference each preceding count, such that Count Seven amalgamated and asserted all of the claims of the preceding counts.

¶70Plaintiffs’ complaint is a “shotgun” pleading in that it lumps multiple claims together in one count and, moreover, appears to support a specific, discrete claim with allegations that are immaterial to that claim. See, e.g., Byrne v. Nezhat, 261 F.3d 1075,1128-32 (11th Cir.2001). When faced with a complaint like the one here, in which the counts incorporate by reference all previous allegations and counts, the district court must cull through the allegations, identify the claims, and, as to each claim identified, select the allegations that appear to be germane to the claim. This task can be avoided if the defendant moves the court for a more definite statement or if the court, acting on its own initiative, orders a repleader.

¶71In this case, Peeples did not move the court for a more definite statement, nor did the court require one on its own initiative. Consequently, it is left to this panel to identify in the first instance what plaintiffs were claiming. We do so by proceeding allegation by allegation and count by count, weeding out and disregarding as extraneous the allegations that have no bearing on a claim.

¶72We begin this process with Count One, which alleged three violations of the feder*1226al securities laws.54First, after the Put and Call offers of both February 8 and February 25, Peeples denied any involvement in the Active Members’ plan to acquire DynaVision’s interest, thereby violating § 10(b) of the Securities Exchange Act of 1934 (the “1934 Act”) and Rule 10b-5(b) promulgated thereunder.55Second, Peeples “directly or indirectly controlled] the activities of the Active Members” using the *1227“Confidentiality” and “No Discussions with Others” provisions of the January 21 letter, the “secret discussions” of January and February 2002, and the Asset Purchase Agreement. As such, Peeples was responsible for the Active Members’ conduct in violation of § 10(b) and Rule 10b-5(b) as a “controlling person” under § 20(a) of the 1934 Act.56 Specifically, Peeples was responsible for Smith’s statement that we are “doing this on our own” and the Active Members’ breach of their fiduciary duty to DynaVision. Third, Peeples and the Active Members engaged in a “scheme, device, and artifice to defraud” DynaVision, in violation of § 10(b) and Rule 10b-5(a).57

¶73In support of their 10b-5(a) claim, plaintiffs, in their opposition to Peeples’s motion for summary judgment, identified three components of the “scheme”: (1) Peeples and the Active Members agreed not to disclose their negotiations, as evidenced by the January 21 letter; (2) Peeples and the Active Members used the Put and Call provision “to improperly exclude DynaVision from participating in the sale of [Signature] to Peeples”; and (3) Peeples and the Active Members collaborated to “deceive the individual Plaintiffs into signing [the] Warranty Deed.”58

¶74Finally, the plaintiffs alleged that the misrepresentations, omissions, and scheme described in Count One caused DynaVision to sell its interests and suffer injury.59 Paragraph 64 of the district court complaint stated:

Based upon the false and misleading information concerning [Signature] and the source of funding for the buy/sell offers, which had been provided by the Active Members and Defendants, and in reliance on their misrepresentations that there was no offer to purchase [Signature] outstanding, DynaVision chose to sell its interest in [Signature], rather than purchase the interest of the [Active Members]. As a result, in late March 2002, DynaVision became contractually required to sell its interest in [Signature] to the Active Members pursuant to the terms of the [Signature] Operating Agreement.60

¶75Counts Two through Five alleged causes of action under Georgia common law and *1228statutory provisions.61 Count Two, “Violation of the Georgia Securities Act,” alleged that the same conduct that gave rise to the Count One claims for relief rendered Peeples liable to plaintiffs under the Georgia securities laws.62 Count Three, “Conspiracy to Defraud,” alleged that Peeples conspired with the Active Members to (1) fraudulently induce DynaVision to sell its interest in Signature and (2) fraudulently induce Leasing to convey the Green Road Property to Signature. Count Four, “Aiding and Abetting Breach of Fiduciary Duties,” alleged that the Active Members, aided and abetted by Peeples, breached the following duties: (1) the fiduciary duty to DynaVision to inform it'that Peeples was supporting the February 25 Put and Call, (2) the fiduciary duty to Leasing, and Ledford and O’Dell as Leasing’s part owners, to inform them that the document they signed at FNBC was a warranty deed, and (3) the fiduciary duty to Leasing to cause Signature to convey the property back to Leasing. Count Five, “Tortious Interference with Business Relations,” alleged that Peeples tortiously interfered with the Active Members’ business relations with DynaVision. Count Six, “Attorneys’ Fees,” sought plaintiffs’ expenses, including attorney’s fees, incurred in prosecuting Counts One through Five. Count Seven, “Punitive Damages,” sought punitive damages as to each of plaintiffs’ claims on the ground that- Peeples’s “conduct” “was willful, wanton and ... would raise a presumption of conscious indifference to consequences.”

¶76On March 9, 2004, the day after the state court refused to reconsider its October 29, 2003, order denying plaintiffs’ motion for leave to join Peeples as a party defendant, Peeples moved the district court to dismiss plaintiffs’ complaint. Alternatively, he requested that the district court stay further proceedings pending the state court’s resolution of Ledford v. Smith. He requested a stay because the Active Members had moved the state court for summary judgment, which, if granted, could settle through issue preclusion some of the factual issues involved in plaintiffs’ district court claims. . The state court heard argument on the summary judgment motions on April 1, 2004. On May 17, 2004, the district court denied Peeples’s motion , to dismiss and, alternatively, for a stay. On June 6, 2004, Peeples answered plaintiffs’ complaint.63

¶77*12292.

¶78On May 18, 2004, the state court ruled on the pending motions for summary judgment. It granted defendants summary judgment on the fourth and fifth claims and on the sixth claim in part. It denied summary judgment on the first, second and third claims and on the sixth claim in part on the ground that material issues of fact remained to be litigated. Regarding the sixth claim, the court found that the Active Members had a fiduciary duty to inform DynaVision of Peeples’s involvement under the Limited Liability Company Act and Georgia common law, but not under the Operating Agreement.

¶79Plaintiffs appealed the court’s dismissal of the fifth claim, that the Active Members fraudulently induced DynaVision to part with its interest in Signature. The Active Members cross-appealed the court’s disposition of the first claim, that Leasing conveyed the Green Road Property due to mutual mistake; the second claim, that Smith fraudulently induced the transfer of the Green Road Property to Signature by misrepresenting the warranty deed; and part of the sixth claim, that the Active Members breached a fiduciary duty to inform DynaVision of Peeples’s participation. Plaintiffs did not appeal the court’s disposition of their fourth claim, unjust enrichment through the transfer of the Green Road Property, and the Active Members did not appeal the court’s denial of summary judgment on plaintiffs third claim, that the Active Members had breached a fiduciary duty to Leasing, O’Dell, and Led-ford with respect to the transfer of the Green Road Property. While these appeals were pending in the Georgia Court of Appeals, the district court set February 26, 2005 as the discovery deadline.

¶803.

¶81On July 12, 2005, the Georgia Court of Appeals handed down its decision. Led-ford v. Smith, 274 Ga.App. 714, 618 S.E.2d 627 (2005). The court affirmed the summary judgment for the Active Members on plaintiffs’ fifth claim, reversed the denial of summary judgment on plaintiffs second claim (effectively granting the Active Members judgment on that claim), and reversed part of the sixth claim. After the decision, only the plaintiffs’ first claim, which alleged that Leasing conveyed the Green Road Property because of mutual mistake, survived.64

¶82The court of appeals explained why it held for the Active Members on all but plaintiffs’ first claim. It began with plaintiffs’ sixth claim, that the Active Members had a fiduciary duty under the Limited Liability Company Act and common law to disclose their negotiations with Peeples. After observing that default fiduciary duties are trumped by an operating agreement,65Ledford, 618 S.E.2d at 636,66 the *1230court explained that Signature’s Operating Agreement allowed the Active Members to obtain Peeples’s assistance in funding the Put and Call. Citing § 7.3 of the Operating Agreement, which authorized the Active Members to “engage in all ... other business ventures ... but no Active Member shall engage in businesses similar to the business of the [Signature] by competing with the business of the Company,” the court reasoned that:

This provision gave the Active Members wide latitude to engage in all other business activities except those “similar to the business of’ [Signature], that is, a “competing” carpet company. The provision was broad enough to allow the Active Members to negotiate with Peeples for the purpose of obtaining financing to fund their buy-out of DynaVision’s interest in [Signature]. .This activity did not “compete” with [Signature]; thus, it did not fall within the exception. Any fiduciary duty of disclosure that the Active, Member’s [sic] may have owed Dyna-Vision with respect to such a business arrangement was eliminated by the terms of an operating agreement that allowed the business activity which occurred. See Stoker v. Bellemeade, 272 GaApp. at 824, 615 S.E.2d 1 [(2006)] (members of an LLC did not breach fiduciary duties by participating in other allegedly competing real estate developments because operating agreement allowed them to do so).

¶83Ledford, 618 S.E.2d at 636.

¶84The court also rejected plaintiffs’ argument that the Operating Agreement’s Right of First Refusal provision in § 9.2.1 created a fiduciary duty that required the Active Members to disclose their intention to sell Signature’s assets to Peeples. The court explained:

As the superior court correctly concluded, this provision was plainly “intended to prevent outsiders from buying into [Signature]. In this way, the Members maintained control over who their business ‘partners’ were to be.”’ Because the Active Members’ proposed buy-out of Dyna-Vision’s interest would not allow a third party to buy into [Signature] and become Dyna-Vision’s business partner, the purpose of the right of first refusal was not implicated. Therefore, [Section] 9.2.1 did not require the Active Members to disclose to Dyna-Vision how it intended to finance its buy-out offer.

¶85Id. at 633-34.

¶86Turning to plaintiffs’ fifth claim, that the Active Members fraudulently induced DynaVision to sell its interest, the court held that summary judgment was appropriate because the Active Members’ failure to inform DynaVision of their deal with Peeples did not cause DynaVision’s decision to sell. Once the Active Members invoked the Operating Agreement’s Put and Call *1231provision, DynaVision, by its principals’ own deposition testimony, had no feasible option but to sell its interests. As the court observed:

Moreover, both Ledford and O’Dell deposed that, even if they could have raised the money to buy out the Active Members, owning [Signature] without the Active Members would have been “foolish” and “made no sense” because the Active Members were the heart of [Signature’s] value. As O’Dell admitted “we didn’t really have a choice____ We didn’t have a management group.... The day the put and call came in, I wouldn’t give two cents for finding a group to replace them.” Because Peeples’ involvement did not affect the value of the Active Members’ interest, it was immaterial. Or, stated differently, [plaintiffs] cannot show that they suffered any damage as a result of their alleged reliance on the Active Members affirmative misrepresentation that Peeples was not involved in the buy-out.

¶87Id. at 634-35.

¶88The court then addressed the plaintiffs’ second claim, that Smith, and thus the Active Members, fraudulently induced Leasing to sign the warranty deed at FNBC by asking Ledford and O’Dell to sign the deed without disclosing the nature of the document. Because it found no evidence of misrepresentation, the court concluded that on this claim, the Active Members were entitled to summary judgment. It held:

In this case, the evidence shows that FNBC, on its own initiative, drafted the warranty deed and asked all the parties to the loan closing to sign this “corrective paper.” Although Ledford and O’Dell contend they signed the document because Smith asked them to do so, the evidence only shows that Smith was relaying the bank’s request. There is no evidence in the record that Smith caused the deed to be drafted, acted in concert with the bank, or misrepresented or concealed the document’s nature. In fact, it appears from the record that Smith was as ignorant of the document’s significance as Ledford and O’Dell. Under these circumstances, we see no evidence of a fraudulent statement or the concealment of a material fact that Smith was under a duty to disclose.

¶89Id. at 636-37.

¶904.

¶91On July 15, 2005, shortly after the Georgia Court of Appeals’s opinion issued, Peeples’s counsel sent a letter to plaintiffs’ counsel, requesting that plaintiffs dismiss all claims against Peeples. On July 25, plaintiffs’ counsel responded, stating that nothing in the court’s opinion warranted dismissal and that they had moved the court of appeals for reconsideration. On July 28, 2005, the motion for reconsideration was denied. On August 1, Peeples’s counsel again wrote plaintiffs’ counsel, asking that plaintiffs agree to a stay of proceedings in the district court. Plaintiffs’ counsel rejected that request the next day; they planned to petition the Supreme Court of Georgia for a writ of certiorari.

¶92On September 22, Peeples moved the district court for summary judgment on all of plaintiffs’ claims. In the brief accompanying the motion, Peeples cited the court of appeals’s Ledford decision and stated:

Should the Georgia Supreme Court deny Plaintiffs’ petition for certiorari or affirm the Georgia Court of Appeals’ order, then Plaintiffs’ derivative liability claims in the federal action are collaterally estopped. In the absence of affirmance or denial, the reasoning of the Georgia Court of Appeals, the applicable Georgia law as cited, and the conclusions reached on the undisputed facts as pres*1232ent in this case are instructive and may be considered by this Court.

¶93On October 31, plaintiffs’ counsel responded to this statement in their brief in opposition to Peeples’s motion for summary judgment:

As an initial matter, throughout their brief, the Defendants refer to an Opinion of the Georgia Court of Appeals in a state court proceeding between the Plaintiffs and the Active Members---The state court case has no effect on the central securities fraud claims in this action; the opinion is not binding on this Court. Furthermore, a petition for certiorari has been filed with the Georgia Supreme Court seeking to correct the multitude of legal and factual errors contained in that opinion.67

¶94On November 18, the Georgia Supreme Court denied plaintiffs’ petition for certiorari review in the state court case. Ten days later, plaintiffs moved the Court to reconsider its decision.68 The court denied plaintiffs’ motion on December 16. The denial operated to make the court of appeals’s Ledford decision binding authority on matters of Georgia law. See Lexington Developers, Inc. v. O’Neal Const. Co., Inc., 143 Ga.App. 440, 238 S.E.2d 770, 770-71 (1977).

¶95On December 22, the district court, in a comprehensive sixty-eight page order, granted Peeples’s motion for summary judgment on all of plaintiffs’ claims.69 Using the doctrine of collateral estoppel, the court disposed of Count Three, that Peeples conspired with the Active Members to defraud DynaVision into selling its interest in Signature,70 and Count Five, that Peeples tortiously interfered with the Active Members’ business relationship with DynaVision. The court rejected plaintiffs’ Count Four claims, that Peeples aided and abetted the Active Members’ breach of fiduciary duties, on the ground that Georgia law did not recognize such claims. The court disposed of Counts One and Two, charging Peeples with securities fraud, on the grounds that plaintiffs failed to demonstrate a genuine issue of material fact as to the several elements of those claims.71

¶965.

¶97On January 9, 2006, Peeples moved the district court pursuant to Rule 59(e) of the Federal Rules of Civil Procedure to alter and amend its judgment. He argued that, with respect to plaintiffs’ federal securities law claims in Count One, the court had failed to issue the findings required under the PSLRA. The PSLRA requires a district court, upon final adjudication of a federal securities law claim, to “include in the record specific findings regarding compliance by each party and each attorney representing any party with each require*1233ment of Rule 11(b) of the Federal Rules of Civil Procedure as to any complaint, responsive pleading, or dispositive motion.” 15 U.S.C. § 78u-4(c)(l). Peeples urged the court to sanction plaintiffs and their counsel for failing to comply with Rule 11. He also requested sanctions for the Count One claims pursuant to 28 U.S.C. § 1927 and the district court’s inherent power.72

¶98Plaintiffs and their attorneys filed separate responses to Peeples’s request for attorney’s fees and expenses under the PSLRA. Plaintiffs, represented in the matter of sanctions by new attorneys, claimed that they did not misrepresent the historical facts to counsel, did not advise counsel regarding the law, and were not responsible for the manner in which counsel litigated the case. Relying on our decision in Byrne v. Nezhat, 261 F.3d 1075 (11th Cir.2001), plaintiffs averred that sanctions against them would not be appropriate. In their separate response, plaintiffs’ attorneys asserted, in essence, that a reasonably competent attorney would have recognized that the claims set out in Count One of the complaint were cognizable under the federal securities laws.

¶99On March 21, 2006, the district court granted Peeples’s motion to the extent that it sought PSLRA findings, but refused to sanction plaintiffs or their counsel, finding that they had acted in compliance with Rule 11 in pleading and prosecuting their case.

¶1006.

¶101All five plaintiffs now appeal the district court’s disposition of each of their claims. Their brief, however, presents no argument as to Counts Three and Five through Seven. We therefore treat as abandoned their appeal of the district court’s disposition of those counts. We also treat as abandoned the appeal of the court’s disposition of plaintiffs’ claims under two of the federal securities laws. As noted, Count One contained claims under § 20(a) of the 1934 Act and Rules 10b-5(a) and (b). Plaintiffs’ brief presents no argument in support of their § 20(a) and Rule 10b-5(a) claims,73 and, as in the case of Counts Three and Five through Seven, we deem the appeal of the court’s disposition of those claims to have been abandoned.74 Accordingly, what remains are plaintiffs’ Count One claims under Rule 10b — 5(b); their Count Two claims under the comparable Georgia securities law provision; and part of their Count Four claim, that Peeples aided and abetted the Active Members’ breach of their fiduciary duty regarding the handling of the Green Road Property.75 Peeples cross-appeals the district court’s refusal to sanction plaintiffs *1234and their counsel as required by the PSLRA for prosecuting Count One of the complaint.

¶102Our review proceeds as follows. We first consider plaintiffs’ Count One 10b-5(b) claims.76 Next, we move to plaintiffs’ Count Four aiding and abetting claims.

¶103III.

¶104We address these claims in sequence, affirming the district court’s grant of summary judgment for Peeples.

¶105A.

¶106In a typical § 10(b) civil action for a violation of Rule 10b-5(b), a plaintiff must prove (1) a material misrepresentation or omission by the defendant, (2) scienter, (3) a connection between the misrepresentation or omission and the purchase or sale of a security, (4) reliance upon the misrepresentation or omission, (5) economic loss, and (6) loss causation. Stoneridge Inv. Partners, LLC v. Scientific-Atlanta, 552 U.S. 148, 157, 128 S.Ct. 761, 768,169 L.Ed.2d 627 (2008).77

¶107To establish a genuine issue of material fact as to the reliance element,78 plaintiffs79 had to present evidence that, in conversations with Paul Walker, Peeples stated that he was not involved in the Active Members’ attempt to acquire DynaVision’s interest in Signature, that his statements were false, that DynaVision’s principals reasonably relied on the statements,80 and that because of that reliance, *1235the principals caused DynaVision “to engage in the transaction in question.” Robbins v. Roger Props., Inc., 116 F.3d 1441, 1447 (11th Cir.1997) (quotation omitted). Put another way, plaintiffs had to demonstrate that but for Peeples’s statements, DynaVision would not have sold its interest but, instead, would have bought the Active Members’ interests. Huddleston v. Herman & MacLean, 640 F.2d 534, 549 (5th Cir.1981), rev’d on other grounds, 459 U.S. 375, 103 S.Ct. 683, 74 L.Ed.2d 548 (1983) (“Reliance is a causa sine qua non, a type of ‘but for’ requirement: had the investor known the truth he would not have acted.”).

¶108After carefully considering the evidence before it, the district court concluded that no genuine issue of material fact existed as to this element: Peeples’s denial of any involvement in the Active Members’ plan did not cause DynaVision to sell its interest. The court explained:

The evidence in the record, viewed in the light most favorable to Plaintiffs, shows that Plaintiffs themselves did not have the necessary experience, marketing skills, and expertise to run [Signature] in the absence of the Active Members, and that Plaintiffs’ attempts to obtain a management group and necessary personnel to work with [Signature] were unsuccessful. Plaintiffs themselves testified that it would be foolish or risky to purchase the Active Members’ interests in [Signature] without having a management group or marketing group in place to replace the Active Members. Although Plaintiffs summarily contend that they ■ would have acted differently if they had known of Defendant Peeples’ involvement, that summary and conclusory contention is not sufficient to allow Plaintiffs to avoid summary judgment. Indeed, knowledge of Defendant Peeples’s involvement would not have changed the fact that Plaintiffs did not have the necessary experience, marketing skills, and expertise to run [Signature], and that Plaintiffs’ attempts to obtain a management group and necessary personnel to work with [Signature] were unsuccessful. The failure to disclose Defendant Peeples’ involvement thus did not cause Plaintiffs’ decision to sell Plaintiff DynaVision’s interest under the February 25, 2002, Put and Call... ,81

¶109B.

¶110To obtain a reversal of the district court’s resolution of the reliance issue, plaintiffs must satisfy us that the evidence in the record creates a jury issue as to whether DynaVision would have purchased the Active Members’ interests, rather than sell its interest, had Peeples told Paul Walker and Ledford that he was providing the Active Members the $3.5 million they needed to close the transaction. There is no direct evidence that DynaVision would *1236have elected to buy the Active Members’ interests had Peeples admitted that he was providing the money. Because there is no direct evidence that DynaVision would have elected to buy, we ask whether such election can be inferred from the record. Specifically, we ask whether it can be inferred as an ultimate fact from the subsidiary, circumstantial facts shown by the evidence, viewed in the light most favorable to plaintiffs.

¶111Plaintiffs argue that circumstantial facts sufficient to create the inference are present. Peeples argues that they are not, that the circumstantial facts create the contrary inference: DynaVision sold because doing so was in the economic self-interest of its principals, and it would not have elected to buy even if it had known of Peeples’s involvement.

¶112In assessing these opposing positions, our first task is to identify the circumstantial facts that the evidence establishes as a matter of law. Once that is done, we determine whether it would have been permissible for a jury to draw the inference that DynaVision would have elected to purchase the Active Members’s interests had it known that Peeples was providing the $3.5 million that enabled the Active Members to close.

¶113The evidence discloses three sets of circumstantial facts, with inferences flowing from each set. We summarize each set in the headings of the following subparts and conclude that, as a matter of law, DynaVision’s principals would have sold even if they had known about Peeples’s involvement.

¶1141.

¶115DynaVision lacked the expertise necessary to operate Signature’s factory and market Signature’s product. Consequently, if the Active Members left, there would be no one to run the company, and Signature’s value would rapidly decline.

¶116There is no dispute regarding the roles that DynaVision’s principals and the Active Members performed for Signature. The principals functioned as Signature’s financiers. By establishing the $200,000 line of credit, they were able to provide Signature with the funds required to start the business and pay the bills until carpet sales generated enough income to cover the company’s operating expenses. The Active Members were the managers of the enterprise. Ownbey and Thomas handled the manufacturing and sales. Smith, the company’s president, was in' charge of marketing, since she was well and favorably known in the hospitality industry arid thus capable of attracting a considerable volume of business.

¶117By their own admission in depositions taken in the state court case and in this case,82 DynaVision’s principals could not, themselves, replace the Active Members, most notably Smith, for the principals had no experience in manufacturing carpet and were virtually incapable of marketing Signature’s products. Ledford testified that the principals had no “experience with [the] customer base” and therefore could not run the company. He emphasized Smith’s key role in marketing Signature’s products, stating that “had we been able to retain Brenda, we would have purchased the company.”83 Paul Walker said that *1237“none of the DynaVision Group were a part of the everyday management or marketing of Signature” and that this “was [the] only reason” why DynaVision did not elect to purchase the Active Members’ interest after the Put and Call issued. O’Dell admitted that DynaVision’s principals were not qualified to run the company.

¶118In addition to this testimony, DynaVision’s principals’ conduct towards the Active Members spoke volumes about how important the principals felt it was to keep the Active Members in the company, at least until the principals themselves decide ed to, sell.84 The principals included in the Operating Agreement a provision that made it highly unlikely that the Active Members would leave Signature before the principals were ready to sell. If an Active Member sold his or her interest in the company, § 10.4 of the Agreement would preclude that Member from competing ■with Signature for a period of one year.85 Because they were not financially independent, the Active Members would presumably need to find other employment in the carpet business upon leaving the company. Lying idle for a year would be burdensome, and an Active Member would therefore think twice before, leaving Signature.

¶119The principals also included a provision to make it hard for the Active Members to buy out DynaVision before DynaVision was ready to sell. Section 9.1 of the Operating Agreement addressed the possibility that the Active Members might attempt to buy DynaVision’s interest pursuant to the § 9.5 Put and Call provision. DynaVision’s principals knew the Active Members lacked the personal resources sufficient to make an offer that DynaVision’ principals would be tempted to accept;86 consequently, the Active Members would have to borrow the money to fund any buy-out.87*1238Obtaining a conventional loan from a bank or other lending institution would require collateral, and the only collateral they had of significant value was their individual interests in Signature. Section 9.1, however, barred the Active Members from pledging their interests to a lending institution.88 As a practical matter, then, the only way the Active Members could attempt a buy-out of DynaVision’s interest would be to find someone like Peeples— someone willing to advance the purchase price on the condition that, after acquiring DynaVision’s interest, the Active Members would sell him all or part of the business and agree to stay on and run the company.

¶120Joiner revealed how indispensable the Active Members were to Signature’s value in the letter he wrote to Krevolin on April 11, 2002, nineteen days before the closing was to take place. In the letter, Joiner informed Krevolin that DynaVision would refuse to close unless the Active Members signed a new agreement with DynaVision and, as required by that new agreement, represented in writing that they were acquiring DynaVision’s interest “solely for [their] own account ... without the financial participation of [a third party].”89

¶121Although Joiner pointed to nothing in the Operating Agreement that would require the Active Members to make these representations, he or his clients apparently thought Krevolin would agree that the Agreement, read as a whole, required that *1239the representations be made.90 If Krevolin had agreed, he would have advised his clients that they could not honestly make such misrepresentations without inviting DynaVision to claim fraud. See McFarland v. Kim, 156 Ga.App. 781, 275 S.E.2d 364, 366 (1980) (holding that misrepresentations about present state of mind. are actionable as fraud). The misrepresentations would also have given DynaVision an affirmative defense in the event the Active Members sued for specific performance. Defending an action for fraud or countering an affirmative defense in a suit for specific performance would be expensive and could be very unpleasant; Joiner apparently thought Krevolin would therefore advise his clients to abandon their plans and continue to manage Signature in partnership with DynaVision.

¶122Krevolin’s response, in a letter to Joiner dated April 16, was brief: The Active Members would not make the representations Joiner’s letter was seeking, and moreover, if DynaVision refused to close, the Active Members would take it to court. As far as the Active Members were concerned, their business relationship with DynaVision’s principals was at an end. The principals’ threat of litigation if the Active Members did not abandon the Put and Call had gone for naught. Joiner informed Ledford of Krevolin’s response, and, after considering DynaVision’s options,91 Ledford instructed Joiner to go forward with the closing on April 30, as previously agreed.92

¶1232.

¶124DynaVision’s 'principals could not have persuaded the Active Members to remain with the company, obtained a management team to replace them, or located a buyer for Signature, even if Peeples admitted his involvement.

¶125DynaVision’s principals have conceded that they were unable to persuade the Active Members or Smith individually to remain with Signature and that they were unsuccessful in finding a suitable management team to replace them. They likewise have conceded that they had no success in locating a carpet company or an investor willing to purchase the company. Two of the three carpet manufacturers Ledford and O’Dell contacted, Mohawk Carpets and Clay Miller Carpets, expressed no interest in buying Signature, even if doing so meant keeping the firm out of Peeples’s hands.93 Jerry Thomas of Matel Carpets expressed interest but only if Smith and the other Active Members would be willing *1240to stay with Signature, which they were not.

¶126In their brief to us, however, plaintiffs argue that Ledford and O’Dell would have been able to find a buyer for $8.5 million if Peeples had simply admitted his involvement in the Put and Call. With a buyer's commitment in hand, DynaVision would have then purchased the Active Members’ interest for $3.5 million and reaped a $5 million profit.

¶127Plaintiffs explain that once Peeples admitted his involvement, DynaVision’s principals would have discovered that he agreed to pay $10 million for Signature (including $3.5 million to DynaVision). Ledford and O’Dell would have then had two excellent selling points when offering Signature to Mohawk, Clay Miller, and Matel. First, because Peeples was going to pay $10 million for Signature, their asking price of $8.5 million was not only reasonable, it was an exceptional bargain. Second, Peeples saw Signature as an effective way to reach the hospitality industry. By buying Signature, Peeples’s competitors could gain entry to the hospitality market and, at the same time, keep Peeples out. Plaintiffs argue:

Had [DynaVision] known the truth, DynaVision’s chances of finding a buyer willing to pay more than $7 million for [Signature] would have increased dramatically.

Potential buyers and investors would certainly view the [Active Members’] agreement to sell [Signature] for $10 million to the Peeples Group as material. Thus, those contacted by DynaVision during the [thirty-day] election period may have acted differently, themselves, had they known of the agreement between the Peeples Group and the Active Members. Such knowledge may have increased their assessment of the value of the company or validated the value mentioned by DynaVision. Moreover, knowledge of a strategic acquisition by Shelby Peeples might have inspired those with marketing experience to assist DynaVision in order to maintain their competitive advantage. Knowledge of the truth could have enabled DynaVision to find a purchaser and/or marketing group for [Signature].

¶128Appellants’ Br. at 39-40.

¶129Several flaws in plaintiffs’ argument are immediately obvious. First, there is no support in the record for the statement that Peeples agreed to pay the Active Members $10 million for Signature at any time, let alone during the thirty-day election period. The most Peeples ever offered for Signature was roughly $6.5 million. In the January 21 letter of intent, Peeples discussed loaning the Active Members $3.5 million to enable them to purchase DynaVision’s interest and then forgiving the loan and paying them $3 million for Signature’s assets once they acquired the company.94 In actuality, Peeples paid around $6 million to acquire Signature. Following the closing, he forgave the $3.5 million loan he had given the Active Members and paid $2.25 million for Signature’s assets. He lowered the price upon discovering an error in the company’s books.

¶130To arrive at the $10 million figure, plaintiffs add the bonuses Peeples agreed to pay the Active Members under the Asset Purchase Agreement and employment contracts95 to the amount he actually paid for Signature’s assets.96 The amount of these *1241bonuses, however, was contingent on Signature’s future performance; the Active Members would only be eligible if Signature made a profit above a certain amount on a yearly basis.97 Consequently, the bonuses are not part of Peeples’s payment for Signature; they are simply part of the Active Members’ compensation arrangements for their continued service with the company.

¶131Second, plaintiffs have not explained how they would have learned of the price Peeples intended to pay for Signature.98 According to the Georgia Court of Appeals, the Active Members had no obligation under the Operating Agreement to reveal the details of their plan. Ledford, 618 S.E.2d at 633-36. If Paul Walker had asked about these details, Peeples’s response would therefore undoubtedly have been that it was none of his business. This is essentially what Krevolin told Joiner when Joiner demanded that the Active Members represent prior to closing that they were purchasing DynaVision’s interest “solely for [their] own account” and “without the financial participation of any other Person,” meaning without Peeples’s participation.

¶132Plaintiffs would therefore not have been able to lure potential buyers by telling them that Peeples offered $10 million for the company. Instead, plaintiffs’ best selling pitch was the one they actually used: Peeples was going to acquire Signature, and Peeples’s competitors would benefit economically if they stepped in, bought the company, and kept it from falling into Peeples’s hands.

¶1333.

¶134The principals had to choose between purchasing the Active Members’ interest and risking the loss of their investment or selling their interest for a $3.5 million profit.

¶135DynaVision’s principals had thirty days to decide whether to buy or sell. They opted to sell and received a $3.5 million profit, an extraordinary return on their initial investment.99 Ledford and O’Dell also received the release of their obligation to FNBC to guarantee payment of the $911,000 loan the bank had given Signature.100 Had they opted to buy instead, *1242they would have assumed the risk that the company would have to close down unless they found a management team to run it. Moreover, without a management team, they would have had great difficulty selling the company. Potential buyers, knowing that Signature’s value was diminishing, perhaps exponentially, would have been able to simply stand by and wait for the day when the principals had no alternative but to take whatever price they could get.

¶136Faced with these alternatives, DynaVision’s principals had to choose the one that satisfied their economic self-interest: They had to sell. As the Georgia Court of Appeals, drawing on what Ledford and O’Dell had to say on deposition,101 observed:

Either the Active Members’ interest in [Signature] was worth $3.5 million to Dyna-Vision or it was not. The fact that Peeples financed the offer could not have materially affected Dyna-Vision’s decision-making with respect to [Signature’s] value, because if Dyna-Vision chose to buy the Active Member’s interest, it could not force Peeples (or any other prospective buyer) to buy [Signature] for a fixed price. And there is no evidence in the record that Dyna-Vision had an interested buyer or that [Signature] had any value to any other prospective buyer. Moreover, both Led-ford and O’Dell deposed that, even if they could have raised the money to buy out the Active Members, owning [Signature] without the Active Members would have been “foolish” and “made no sense” because the Active Members were the heart of [Signature’s] value. As O’Dell admitted “we didn’t really have a choice.... We didn’t have a management group.... The day the put and call came in, I wouldn’t give two cents for finding a group to replace them.” Because Peeples’ involvement did not affect the value of the Active Members’ interest, it was immaterial.

¶137Ledford, 618 S.E.2d at 634-35.

¶138We began this discussion by stating that to obtain a reversal of the district court’s determination that they failed to create a jury issue as to the reliance element of their Rule 10b — 5(b) claims, plaintiffs had to convince the court that the evidence, considered in the light most favorable to them, yielded circumstantial facts from which a jury reasonably could infer that if Peeples had not denied his involvement in the Put and Call, DynaVision’s principals would have purchased the Active Members’ interest. Peeples contends that the evidence establishes circumstantial facts that yield but one inference: DynaVision’s principals had no option but to sell. We agree. Peeples’s misrepresentations played no causative role in the DynaVision principals’ decision to sell to the Active Members.

¶139C.

¶140Perhaps realizing the futility of the arguments they have advanced, plaintiffs present an argument that they failed to present to the district court while it was *1243considering the merits of their claims. The argument is founded on § 9.1 of the Operating Agreement, which precludes a Member from pledging an interest in Signature as collateral for a loan.102 Plaintiffs contend that the Active Members breached this provision by pledging their interests in Signature as collateral for the $3.5 million loan they obtained from Peeples.103 They did not know about the pledge prior to the April 30 closing, they represent, but would have suspected it had Peeples admitted that he was behind the Put and Call. DynaVision now argues that had it suspected that the Active Members had pledged their interests in violation of § 9.1, it would have rejected the Put and Call. Then, if the Active Members sued for specific performance, it would have asserted the breach of § 9.1 as an affirmative defense, citing the Georgia principle of equity — that “a party seeking specific performance of a contract must show substantial compliance with his part of the agreement, and the breach of a material condition will bar a decree of specific performance.” Saíne v. Clark, 235 Ga. 279, 219 S.E.2d 407, 408-09 (1975).

¶141The allegation that DynaVision’s principals would have rejected the Put and Call had they suspected a violation of § 9.1 does not appear in plaintiffs’ complaint as part of the Count One federal securities law claims. Nor was it made in plaintiffs’ response to Peeples’s motion for summary judgment.104 Plaintiffs’ response on summary judgment does contain a factual statement that the Active Members pledged their interests in disregard of § 9.1. This statement, however, was not made as part of plaintiffs’ argument on the reliance element — plaintiffs did not assert that but for Peeples’s misrepresentations, DynaVision would have elected to purchase the Active Members’ interest.105 Moreover, in its order granting Peeples summary judgment, the district court made no reference to the argument plaintiffs now present, and the plaintiffs did not move the court pursuant to Rule 59(e) to reconsider its decision on the ground that it had overlooked the argument.

¶142, The argument appeared for the first time in plaintiffs’ response to Peeples’s post-judgment motion for PSLRA sanctions. Peeples, in his motion, argued that plaintiffs lacked a factual basis to assert that DynaVision’s principals relied to their detriment on Peeples’s misrepresentations. Then, plaintiffs finally argued that had they known about the misrepresentations, they would have rejected the Put and Call and refused to close. If the Active Members sued, they would have pled the *1244breach of § 9.1 as an affirmative defense. The court’s order denying Peeples’s motion for sanctions, however, made no reference to this argument.

¶143It requires no citation of authority to say that, except when we invoke the “plain error doctrine,” which rarely applies in civil cases, we do not consider arguments raised for the first time on appeal. A mere recitation of the underlying facts, furthermore, is insufficient to preserve an argument; the argument itself must have been made below. See City of Nephi v. Fed. Energy Regulatory Comm’n, 147 F.3d 929, 933 n.9 (D.C.Cir.1998) (holding that a party does not preserve an argument for appellate review by “merely informing the [district] court in the statement of facts in its opening brief [of the factual basis for the claim]”); Wasco Prods., Inc. v. Southwall Tech., Inc., ■ 166 Fed.Appx. 910, 911 (9th Cir.2006) (unpublished) (“Although [the argument was] stated in a statement of facts, it was never argued and never ruled upon. Without any proffered explanation for this default, the argument is waived.”). Here, plaintiffs did not use the factual statement in arguing the reliance issue.

¶144Given what we have said thus far in this opinion, we think it appropriate to say a word about the reach of § 9.1. Even if an Active Member had attempted to pledge of his or her interest in Signature as collateral for a loan without the consent of DynaVision and the other Active Members, § 9.1 would have rendered the pledge “void and of no effect.” If the lender attempted to seize the interest in Signature to satisfy the debt, DynaVision and the other Active Members could claim that the pledge was void.106 If the Active Member paid the loan, however, and no seizure occurred, DynaVision and the other Active Members could not have suffered injury on account of any § 9.1 breach. Nor could DynaVision have used the pledge as the basis for a lawsuit against the breaching Active Member.107

¶145IV.

¶146We now address what remains of plaintiffs’ Count Four claims that Peeples aided and abetted Smith, Thomas, and Ownbey in breaching their fiduciary duties to Leasing and, separately, to Ledford and O’Dell as Members of Leasing.108 Plaintiffs argue that Peeples aided and abetted two *1245separate breaches of the obligation Smith, Thomas, and Ownbey assumed under the Limited Liability Company Act, O.C.G.A. § 14-11-305(1), as members and managers of Leasing, to “act in a manner” that they “believe[d] in good faith to be in the best interests” of the company and “with the care an ordinarily prudent person in a like position would exercise under similar circumstances.”109 We affirm the district court’s dismissal of the claims and hold that Peeples could not have aided and abetted a breach of fiduciary duty because, as a matter of law, no such breach occurred.

¶147A.

¶148In support of their aiding and abetting claim, plaintiffs allege two separate breaches of fiduciary obligation. First, they contend that Smith breached her fiduciary duty by failing to inform Ledford and O’Dell that the document they signed before Cynthia Trammel at FNBC was a warranty deed. Had Smith disclosed the nature of the document to Ledford and O’Dell, plaintiffs submit, they would not have signed it. Second, plaintiffs contend that Smith, Thomas, and Ownbey breached their fiduciary duties to Leasing, Ledford, and O’Dell by refusing to convey the Green Road Property back to Leasing, pursuant to Paul Walker’s demands, after the warranty deed was signed but before the sale of DynaVision’s interest closed. Plaintiffs argue that Peeples aided and abetted these breaches so that the Active Members would be in a position to give him title to the Green Road Property after acquiring DynaVision’s interest.110

¶149The district court, concluding that Georgia did not recognize a cause of action for aiding and abetting the breach of a fiduciary duty, dismissed plaintiffs’ claims. The Georgia Court of Appeals subsequently held, however, in Insight Tech., Inc. v. FreightCheck, LLC, 280 Ga.App. 19, 633 S.E.2d 373 (2006), that such an aiding and abetting claim is cognizable.111

¶150*1246In light of the court of appeals decision in that case, we assume for purposes of this case that the obligation § 14-11-305 imposes on limited liability company members and managers is, as plaintiffs’ contend, a “fiduciary duty,” and we therefore proceed to the merits of plaintiffs’ aiding and abetting claims. As indicated above, plaintiffs’ claims are founded on two distinct breaches of their statutory obligation. The breaches have to have occurred; otherwise, Peeples cannot be held liable for aiding and abetting. We therefore determine whether, as a threshold matter, a jury reasonably could find, as plaintiffs allege, that Smith and, subsequently, Smith, Thomas, and Ownbey breached the obligations they assumed under § 14 — 11— 305 as members and managers of Leasing.

¶151B.

¶152We begin with plaintiffs’ argument that Smith should have explained the significance of the warranty deed that Led-ford and O’Dell signed before Cynthia Trammel at FNBC. To analyze this argument, we proceed through the explanation that, according to the plaintiffs, Smith should have given in order to fulfill her fiduciary obligations. We then conclude that, as a matter of law, such an explanation would not have caused the plaintiffs to act differently than they actually did.

¶153Smith’s explanation, to be complete and leave no stone unturned, would have taken Ledford and O’Dell back to October 2001, when Ledford, O’Dell, and the Active Members applied to FNBC for a loan on behalf of Signature. That loan was intended to pay off Signature’s current loans at FNBC, pay off the balance due on the note Leasing gave the Dalton Whitfield Bank,112 and provide Signature with additional working capital. Signature needed in excess of $900,000 to accomplish all of this.

¶154Smith would have reminded Ledford and O’Dell that Cynthia Trammel — the FNBC officer who processed their loan application and, before that, handled the loan they had obtained from the Dalton Whitfield Bank for Leasing — had to submit their application to FNBC’s board of directors for approval. She would also have explained that the board approved the loan subject to certain conditions, among them (1) that Ledford, O’Dell, Smith, Thomas, and Ownbey sign Signature’s note, and thus guarantee its payment and (2) that Signature, joined by Ledford, O’Dell, Smith, Thomas, and Own-bey, give the bank a deed to secure debt on the Green Road Property.113 This meant that if Leasing held title to the property, it would have to convey the property to Signature so that Signature, in turn, could deed the property unencumbered to FNBC to secure the loan. Led-ford, O’Dell, and the Active Members had agreed to these conditions.

¶155Next, Smith would have explained that Trammel, having obtained their consent to these conditions, took the steps necessary to close the transaction. One was to have the bank’s lawyer, Todd McCain, conduct a title search of the Green Road Property. McCain conducted a search, issued an opinion, and delivered it to Trammel. The *1247opinion stated that title to the property was held by Leasing and that Signature could not give the bank a deed to secure debt unless Leasing deeded the property to Signature before the loan closed.

¶156Smith would have gone on to say that the closing went as planned except that Signature gave the bank a deed to secure debt on property it did not own; Leasing had neglected to convey the Green Road Property to Signature. Trammel had overlooked McCain’s caveat that the conveyance occur prior to closing. Her failure to obtain the necessary warranty deed from Leasing to Signature did not come to light until later, when she read McCain’s opinion letter.

¶157Upon reading McCain’s letter, Trammel realized that she had to obtain a deed from Leasing to Signature so that the deed to secure debt Signature had given the bank would not be worthless.114 To solve the problem, Trammel called McCain’s office, and it prepared the warranty deed at issue. Trammel then called Smith. She told Smith that a “document” needed to complete the loan closing had to be signed and asked her to come to the bank with Ledford, O’Dell,' Thomas, and Ownbey for that purpose. Smith immediately informed the others of Trammel’s request. A day or so later, she arrived at the bank with Thomas and Ownbey and signed the document, the warranty deed, before a notary and a witness. When Ledford and O’Dell failed to appear, Trammel called Smith again. Smith, in turn, called Led-ford, who contacted O’Dell, and they, too, signed the deed, before the same notary and witness. At that time, plaintiffs argue, Smith should have informed them that the document was a warranty deed.

¶158The position plaintiffs have taken throughout this litigation is that notwithstanding a full explanation by Smith — that Leasing had to convey the Green Road Property to Signature so that the $911,000 loan could go through — Ledford and Smith would not have signed the “document.” We question whether Ledford and O’Dell would have refused to sign after Smith informed Trammel of their noncompliance, Trammel referred the matter to the bank’s lawyer, McCain, and McCain contacted Ledford and O’Dell’s lawyer. Ledford and O’Dell’s lawyer would have informed them of the legal consequences that might flow if they still refused to accede to. the conveyance of the Green Road Property to Signature. In any event, what counsel would have had to say has a bearing on whether, in the final analysis, Smith’s failure to tell Ledford and O’Dell that the “document” they were to sign was a warranty deed constituted a breach of Smith’s § 14-11-305 obligation to “act in a manner .... she believes in good faith to be in the best interests of’ Leasing and its members, “with the care an ordinarily prudent person in a like position would exercise.”

¶159McCain would have told Ledford and O’Dell’s lawyer that Ledford, O’Dell, Smith, Thomas, and Ownbey induced the bank to loan Signature $911,000 on the condition that Signature give the bank a deed to secure debt on the Green Road Property. To do that; Signature would have to possess clear title to the property. Although the bank insisted that these five individuals guarantee the payment of the loan by co-signing Signature’s note, their guarantee was not enough; the bank needed collateral in the form of a deed to secure debt from Signature. Another reason why the bank needed this additional security is that part of the $911,000 loan would be used to pay off Leasing’s debt to the Dalton Whitfield Bank, thereby reliev*1248ing Leasing’s guarantors, including Led-ford and O’Dell, of potential liability for Leasing’s non-payment of the debt, and, at the same time, depriving Signature of the full value of the loan.115

¶160McCain would have then observed that, in executing Signature’s deed to secure debt, Ledford and O’Dell represented that Signature owned the property, on the surface a false representation. If making such representation was intentional, as their current position seems to imply, they obtained the bank’s funds under false pretenses. And, moreover, Leasing lined its pockets, and the guarantors of Leasing’s debt to the Dalton Whitfield Bank were relieved of potential liability, at Signature and FNBC’s expense. McCain would inform Ledford and O’Dell’s counsel of the elements of the federal bank fraud statute, 18 U.S.C. § 1344, that according to the Eleventh Circuit Court of Appeals, in United States v. De La Mata, 266 F.3d 1275, 1298 (11th Cir.2001), makes it a crime to knowingly make materially false representations to a federally insured bank for the purpose of obtaining money.116 Ledford and O’Dell might be subject to prosecution even if they intended to repay Signature’s $911,000 loan.117

¶161Given the representations Smith and the others made to induce the FNBC to make the Signature loan and the benefit that inured to Leasing and its guarantors when its note to the Dalton Whitfield Bank was paid off, we fail to discern how Smith could be said to have breached her § 14-11-305 obligation to Leasing, Ledford, and O’Dell. She did precisely what she and the others had promised the bank they would do. In sum, plaintiffs failed to establish a breach on Smith’s part and, as a result, failed to make out a case of aiding and abetting against Peeples.

¶162C.

¶163This brings us to the second alleged breach, the refusal of Smith, Thomas, and Ownbey to accede to Paul Walker and Ledford’s demand that they cause Signature to convey the Green Road Property to Leasing.118 According to plaintiffs, *1249O.C.G.A. § 14-11-305 obligated the Active Members, as members or managers of Leasing, to make the conveyance. Plaintiffs ignore the fact that § 14-11-305 actually obligated the Active Members, as managers of Signature, not to do that: if they had made the conveyance, the Active Members would, in effect, have given Leasing the part of the $911,000 FNBC loan proceeds Signature used to pay off Leasing’s note to the Dalton Whitfield Bank while gaining Signature nothing in return. Given our disposition of the first breach, it would be inconsistent to hold that § 14-11-305 obligated the Active Members to cause Signature to transfer the property back to Leasing. The second breach therefore fails as a foundation for plaintiffs’ second aiding and abetting claim against Peeples.

¶164The district court, had it entertained Count Four on the merits, would have been required to grant Peeples summary judgment. We accordingly affirm its judgment dismissing the count for failure to state a claim for relief.

¶165V.

¶166For the reasons set out herein, we AFFIRM the district court’s judgment granting defendants’ motion for summary judgment.

¶167AFFIRMED.