This сase, which was filed in U.S. District Court for the Middle District of Georgia but consolidated with the WorldCom Securities Litigation in the U.S. District Court for the Southern District of New York (Denise Cote, Judge), presents several issues, four of which encompass questions of Georgia law. Plaintiffs-appellants, William K. Holmes and four entities under his control (collectively, “Holmes” or “plaintiffs”), once held a substantial number of shares in WorldCom, the now-defunct telecommunications giant, and allegedly refrained from selling those shares on the advice of their brokerage firm, defendants-appellees Citigroup Global Markets, Inc. (“CitiGroup”), then Salomon Smith Bаrney & Co., Inc. (“SSB”), and Jack Grubman, an SSB financial analyst. 1 Holmes’s decision, allegedly induced by defendants fraudulent misrepresentations, resulted in the financial demise of Holmes and the entities.
We consider whether the District Court erred in (1) denying plaintiffs’ untimely motion to amend their complaint or (2) dismissing plaintiffs’ claim under Georgia’s “blue sky” law 2 on the grounds that plain *332 tiffs failed to state a claim under the relevant statute. Further, resolution of this appeal requires us to consider whether (8) Georgia courts would recognize plaintiffs’ claims of fraud based on defendants’ alleged intent to cause plaintiffs to refrain from selling securities, (4) plaintiffs have adequately pleaded proximate cause under Georgia law, and (5) SSB owed plaintiffs a fiduciary duty under Georgia law. We affirm the judgment of the District Court with respect to the first two of these five issues. Because the state’s highest court has not directly addressed the remaining issues and because we are unable to predict with certainty how the court would rule on them in the instant case, we certify the final three questions to the Supreme Court of Georgia.
BACKGROUND
Where, as here, we consider a District Court’s dismissal of a complaint pursuant to Federal Rule of Civil Procedure 12(b)(6), we “accept[] all factual allegations in the complaint as true.”
Burch v. Pioneer Credit Recovery, Inc.,
In 1998, plaintiffs owned approximately 2.1 million shares of WorldCom stock. Holmes alleges that on June 25, 1999, he ordered his SSB broker to sell all of his WorldCom stock. At that time, World-Com stock was trading at approximately $92.00 per share. According to Holmes, the broker advised him not to sell the stock and observed that recent research reports by Jack Grubman had taken a favorable view of WorldCom. Holmes believed that the advice given by Grubman in his reports was reliable because, as Holmes put it, Grubman’s reputation for excellence in analysis of telecommunicatiоns securities imbued him with “quasi-celebrity status” as a “swashbuckling deal broker” who “knew ‘everyone who was anyone’ in the telecom sector ... including [WorldCom CEO Bernard] Ebbers.” Joint Appendix (“J.A.”) at 1848 (3d. Am. Comp^ 153).
Based on the broker’s advice and Grub-man’s reports, Holmes not only refrained from selling the WorldCom stock, but also purchased additional shares as the price per share declined. In October 2000, Holmes was forced to sell his WorldCom stock so that his SSB account would satisfy SSB’s minimum balance requirement. According to Holmes, these “margin call” sales resulted in losses of nearly $200 million. The Holmes entities then filed for Chapter 11 bankruрtcy in the U.S. Bankruptcy Court for the Middle District of Georgia.
In June 2003, plaintiffs brought the instant action seeking compensatory and punitive damages under Georgia law in the same Bankruptcy Court as an adversary proceeding related to the Chapter 11 bankruptcy proceeding. Shortly thereafter, plaintiffs filed an amended complaint alleging, among other things, that SSB and Grubman made negligent and fraudulent misrepresentations designed to induce them to purchase and to refrain from selling WorldCom securities. The gravamen *333 of this compliant was that defendants operated under a conflict of interest, commencing in April 1998, when SSB began to provide underwriting services to World-Com at the same time that Grubman made purportedly objective investment recommendations in his reports to investors such as Holmes. Holmes alleged that SSB knew that WorldCom stock was grossly overvalued but nevertheless promoted it to him and other account holders in order to secure WorldCom’s investment banking business.
The case was transferred to the U.S. District Court for the Southern District of New York and consolidated, for pre-trial purposes, in the multi-district WorldCom Securities Litigation.
See Holmes v. Grubman (In re WorldCom, Inc. Sec. Litig.),
No. 02 Civ. 3288,
To the extent [plaintiffs] wish to pursue a claim under Georgia’s [blue sky law], they must identify the specific provision they seek to enforce. To the extent they believe they can file a breach of contract claim that is consistent with the factual assertions in their pleading, they must identify the provision of the contract that was breached. They should address to the extent that they were able to do so the other deficiencies in the Complaint to which the defendants refer in their motion papers since they will be given no further opportunity to amend their pleading to cure those deficiencies.
Id. at *3 (emphasis added).
Plaintiffs filed a third amended complaint, alleging that defendants recommended that investors purchase World-Com stоck solely as a means to retain WorldCom’s investment banking business and despite defendants’ knowledge of WorldCom’s weak prospects.
See Holmes v. Grubman (In re WorldCom, Inc. Sec. Litig.),
Defendants moved to dismiss the third amended complaint for failure to state a claim upon which relief can be granted.
See
Fed.R.Civ.P. 12(b)(6). Granting defendants’ motion, the District Court held that (1) the third amended complaint’s inclusion of claims arising from pre-June 25,
*334
1999 purchases of WorldCom securities were new claims, untimely raised in thе third amended complaint and unauthorized by the March 2006 Opinion,
Holmes II,
This appeal followed.
DISCUSSION
Before this Court, plaintiffs contend that the District Court erred in (1) denying them leave to amend their complaint to include claims based on their purchases of WorldCom securities prior to June 25, 1999, and (2) in dismissing plaintiffs’ blue sky law claims for failure to identify with requisite specificity SSB’s alleged violation of Ga.Code Ann. § 10-5-12. Acсording to plaintiffs, the District Court erred in dismissing their remaining claims after predicting that Georgia courts would hold that, under Georgia law, (3) plaintiffs could not be granted relief based on their “holder claims” (4) plaintiffs failed to plead proximate cause, and (5) SSB did not owe plaintiffs a fiduciary duty.' 4
A. Leave To Amend
Pursuant to Rule 15(a)(2) of the Federal Rules of Civil Procedure, “[a] court should freely give leave [to amend] when justice so requires.” We review a District Court’s denial of leave to amend for abuse of discretion.
See, e.g., McCarthy v. Dun & Bradstreet Corp.,
It is undisputed that plaintiffs’ motion to “enlarge” their complaint to include pre-1999 purchases was untimely under the District Court’s scheduling order. In rejecting Holmes’s untimely motion, the District Court concluded that plaintiffs had not been diligent in setting forth claims arising from them pre-1999 purchases of WorldCom and had not shown good cause for their failure to include those claims in earlier versions of the complaint. Specifically, the District Court recounted:
Holmes had never referred to any claims based on [pre-June 25, 1999] purchases in his prior pleadings and motion practice, and as a result, leave to amend was confined to claims based on purchases of WorldCom stock after June 25, 1999. Indeed, in his prior pleadings Holmes’[s] claims hinged on his asserted reliance on a June 25, 1999 telephone conversation. Based on that call, Holmes alleged that he decided to not sell the 2.1 million shares of WorldCom stock that he owned, deciding to hold that stock and acquire an unidentified amount of additional shares after June 25. Based on that cryptic reference to purchases made in reliance on the defendants’ representations, Holmes was granted a limited leave to amend his complaint for a fourth time.
Holmes II,
We agree with the District Court’s assessment of plaintiffs’ actions. The record is devoid of evidence supporting plaintiffs’ contention that good cause existed for the District Court to modify its scheduling order. Accordingly, we affirm the District Court’s denial of Holmes’s motion to amend.
B. Georgia’s Blue Sky Law
We review
de novo
the District Court’s dismissal of plaintiffs’ claims for “failure to state a claim upon which relief can be granted,” Fed.R.Civ.P. 12(b)(6).
See, e.g., Burch,
In order to survive a motion to dismiss under Rule 12(b)(6), a complaint must include “a plain statement of the claim ... [that] give[s] the defendant fair notice of what the plaintiffs claim is and the grounds upon which it rests.”
Patane v. Clark,
*336
Notwithstanding the District Court’s instructions, Holmes’s third amended complaint neither cited a specific provision of the statute, nor referred to particular false or misleading statements that allegedly violated the statute. The complaint stated simply that “[SSB], as a securities dealer, knowingly made false and misleading statements in proceedings governed by Title 10 Chapter 5 Section 12 of the Official Code of Georgia,” J.A. 1872 (3d Am. Comply 124). We agree with the District Court that plaintiffs’ complaint effectively “obstructed any analysis of whether [plaintiffs’] pleading stat[ed] a claim,” under Georgia’s securities statute, insofar as the complaint tracks several of the statute’s provisions.
Holmes II,
C. Remaining Claims
The District Court dismissed Holmes’s remaining claims, which sounded in Georgia law, after concluding that plaintiffs had not stated grounds for relief. As we explain below, the Supreme Court of Georgia has not addressed the questions necessary for resolving these issues.
1. Holder Claims
The Supreme Court of Georgia has defined one of the elements of the “tort of fraud” as an “intention to induce the plaintiff to act
or refrain from, acting.” Stiefel v. Schick,
The District Court acknowledged in a related case that “Georgia courts have not addressed the issue,” but nevertheless rejected the “holder claims,” citing “the inherent difficulty of proving reliance and damages in such actions, as well as the potential for non-meritorious suits brought merely to extract a settlement,” and the possibility that “holder claims would throw open to the trier of fact many rather hazy issues of historical fact the proof of which depended almost entirely on oral testimony about largely conjectural and speculative damages.”
Weinstein v. Ebbers (In re WorldCom, Inc. Sec. Litig.),
Plaintiffs argue that “holder claims” would be recognized under Georgia law because forbearance, an induced failure to act, has long been recognized as a valid basis for claims sounding in fraud.
See, e.g.,
Restatement (Second) of Torts § 525 (1977) (“One who fraudulently makes a
*337
misrepresentation of fact, opinion, intention or law for the purpose of inducing another to act or
to refrain from action in reliance upon it,
is subject to liability to the other in deceit for pecuniary loss caused to him by his justifiable rеliance upon the misrepresentation.” (emphasis added));
cf. Gullock v. Spectrum Scis. & Software, Inc.,
SSB counters that the Supreme Court of Georgia would bar “holder claims” on policy grounds similar to those cited by the District Court. According to SSB, “holder claims” involve (1) incoherent theories of proximate cause and damages, (2) speculative damages, and (3) unprovable claims of a subjective intent to sell. SSB further observes thаt at least seven other states-Connecticut, Delaware, Illinois, Minnesota, Pennsylvania, Mississippi, and Texas-do not recognize “holder claims.”
See
Appel-lee’s Br. at 11 (citing, in alphabetical order by state,
Chanoff v. U.S. Surgical Corp.,
2. Proximate Cause
Plaintiffs’ theory is that defendants knew of the impending collapse of World-Com stock value but nevertheless gave Holmes inaccurate advice that plaintiffs relied upon in deciding not to sell their WorldCom securities on June 25, 1999. Under Georgia law, whether the conduct of a “tortfeasor is the proximate cause of a subsequent injury is determined by asking whether the subsequent injury was a reasonably foreseеable consequence of the original tortious act.”
Dekalb County Hosp. Auth. v. Davis,
The District Court held that, for “tort claims based on misrepresentations or omissions concerning securities,” proximate cause can be satisfied only if plaintiffs plead “that the truth concealed by the defendant entered the market place” and thereby caused the stock price to drop.
Holmes II,
3. Fiduciary Duty
The Georgia statute governing the existence of fiduciary duties provides:
Any relationship shall be deemed confidential, whether arising from nature, created by law, or resulting from contracts, where one party is so situated as to exercise a controlling influence over the will, conduct, and interest of another or where, from a similar relationship of mutual confidence, the law requires the utmost good faith, such as the relationship between partners, principal and agent, etc.
Ga.Code Ann. § 23-2-58 (2008) (emphases added).
Here, plaintiffs’ accounts with SSB were self-directed, or “non-discretionary,” meaning that neither SSB nor its brokers had discretion to invest plaintiffs’ assets absent plaintiffs’ direction. Interpreting the “controlling influence” requirement of Georgia’s fiduciary duty statute, the District Court held that “[i]n Georgia, a broker only becomes a ‘full-fledged fiduciary’ of his client where the client has entrusted the broker with control over a discretionary trading account.”
Holmes II,
456 F. Supp 2d at 517 (quoting
Prudential Bache Sec., Inc. v. Pitman (“Pitman”),
No. 1:89-CV-85,
Plaintiffs argue that, under Georgia law, brokerage firms owe holders of nondiscre-tionary accounts a fiduciary duty arising from a principal-agent relationship. More specifically, plaintiffs contend that SSB owed them, at the very least, “a fiduciary duty of good faith, which includes the duty not to misrepresent material facts.” Appellants’ Br. at 55. According to plaintiffs, decisions by Georgia’s intermediate appellate court belie the District Court’s view. Among other cases, plaintiffs cite Glisson v. Freeman, in which the Georgia Court of Appeals observed that
3 [a] stockbroker’s duty to account to its customer is fiduciary in nature, so *339 that the broker is obligated to exercise the utmost good faith. Requirements of good faith demand that in the principal’s interest it is the agent’s duty to make known to the principal all material facts which concern the transactions and subject matter of his agency.
We note that the Supreme Court of Georgia has never held that a brokerage firm owes — or does not owe — a fiduciary duty to the holder of a nondiscretionary account. Nor has the Supreme Court of Georgia indicated its position on the related question of whether a brokerage firm and the holder of a nondiscretionary account are agent and principal, such that their relationship might give rise to fiduciary duties under Ga.Code Ann. § 23-2-58.
D. Certification
Georgia law permits the Georgia Supreme Court to accept from any circuit court of appeals of the United States “questions of the laws of [Georgia] which are determinative of [a] case ... [if] there are no controlling precedents in decisions of the Supreme Court [of Georgia].” Ga. Code Ann., § 15-2-9 (2008); see also Ga. Const. Art. VI, § VI, Para. IV (“The Supreme Court shall have jurisdiction to answer any question of law from any state appellate or federal district or appellate court....”); Ga. S.Ct. R. 46 (“When it shall appear to the Supreme Court of the United States, or to any Circuit Court of Appeals of the United States, or to any state appellate court, that there are involved in any proceeding before it questions or propositions of the laws of this State which are determinative of said cause and there are no clear controlling precedents in the appellate court decisions of this State, such court may certify such questions or propositions of the laws of Georgia to this Court for instructions.”).
Although Georgia’s certification criteria are met in this case, we do not certify a question of unsettlеd state law merely because state law permits it. Whether we ask a state court to resolve unsettled legal questions will depend on, among other factors: “(1) the absence of authoritative state court decisions; (2) the importance of the issue to the state; and (3) the capacity of certification to resolve the litigation.”
O’Mara v. Town of Wappinger,
*340 We conclude that each of the three unresolved issues in this case is appropriate for certification to the Supreme Court of Georgia. First, with respect to each issue, we find no definitive guidance in Georgia law. As the District Court acknowledged, Georgia courts have not provided guidance as to whether, under Georgia common law, a plaintiff may bring “holder claims” for induced forbearance in the sale of securities. Similarly, the District Court correctly noted that Georgia courts have not decided whether a plaintiff may establish a prima facie case for securities fraud without alleging that the information allegedly withheld by defendants entered the marketplace and caused the value of securities to decrease.
Whether Georgia courts have considered whether a broker managing a non-discretionary account owes his client a fiduciary duty merits brief discussion. As noted, the District Court relied on a ruling from the Northern District of Georgia for the proposition that, under Georgia law, brokers managing non-discretionary accounts are not “full-fledged fiduciaries].”
Holmes II,
456 F. Supp 2d at 517 (quoting
Pitman,
The two remaining factors also weigh in favor of certification. Each issue is of central importance to securities litigation under Georgia law, and resolution of еach issue could affect in a significant way businesses and individual investors in the state. Finally, each issue is critical to the resolution of this litigation. If the Supreme Court of Georgia agrees with the District Court’s characterization of Georgia law, then the cause will be resolved immediately in favor of defendants. If the Supreme Court of Georgia reaches different conclusions, then plaintiffs may be able to proceed with their claims against SSB in the Southern District of New York.
Accordingly, we certify the following questions to the Supreme Court of Georgia:
I. Does Georgia common law recognize fraud claims based on forbearance in the sale of publicly traded securities?
II. With respect to a tort claim based on misrepresentations or omissions concerning publicly traded securities, is proximate cause adequately pleaded under Georgia law when a plaintiff alleges that his injury was a reasonably foreseeable result of defendant’s false or misleading statements but does not allege that the truth concealed by the defendant entered the market place, *341 thereby precipitating a drop in the price of the security?
III. Under Georgia law, does a brokerage firm owe a fiduciary duty to the holder of a non-discretionary accоunt?
The Supreme Court of Georgia may reformulate or expand upon these questions as it sees fit, based on the record of this case.
CONCLUSION
For the reasons stated above, the October 13, 2006 order of the District Court is AFFIRMED insofar as it dismissed plaintiffs’ claims arising from their purchases of WorldCom securities prior to June 25, 1999.
Three questions are CERTIFIED to the Georgia Supreme Court.
The Clerk of the Court shall transmit to the Supreme Court of Georgia a notice of certification, together with a copy of this opinion and a complete record of the case, including the set of briefs, appendices, and record filed by the parties in this Court. This panel will retain responsibility for the decision of this case until we have reviewed the response of the Supreme Court of Georgia to our certification.
The parties shall bear equally any costs or fees imposed by the Supreme Court of Georgia.
Notes
. Although, due to Citigroup's acquisition of SSB, SSB is not a party to this appeal, plaintiffs attribute the alleged wrongdoing solely to SSB and Grubman. We therefore refer to SSB, and not Citigroup, throughout the opinion.
. "Blue sky” laws refer to state laws regulating the exchange of securities. Most blue sky laws "were enacted long before the Securities Act of 1933.” Black's Law Dictionary 183 (8th ed.2004) (quoting Louis Loss & Edward M. Cowetl, Blue Sky Law 3 (1958)). Professor Lawrence M. Friedman has observed that the Kansas blue sky law, which passed in 1911 and was the nation's first, protected interests other than the "unsuspecting investor.” Lawrence M. Friedman, American Law in the 20th Centmy 163 (2002) (noting, in addition, that "by the early 1930s, every state except Nevada had its own blue sky law”). "The blue sky laws were popular with bankers, *332 especially small bankers; investment bankers were mostly on the other side. There was a certain element of local protectionism: when Kansas people invested their money in stock schemes, the money almost always left Kansas for distant parts.” Id. There are several explanations for the origin of the term. One is that, in 1911, Wall Street's burgeoning securities trade raised for the Kansas legislature the specter of eastern industrialists descending upon the state in an attempt to sell everything, including the blue sky, to unsuspecting Kansans. Black’s Law Dictionary 184 (citing 1 Thomas Lee Hazen, Treatise on the Law of Securities Regulation § 8.1, at 490-92 (3d ed.1995)).
. Plaintiffs' WorldCom losses came about in October 2000, prior to the revelation in 2002 of the company's massive accounting fraud and subsequent bankruptcy.
See Holmes II,
. Plaintiffs do not appeal the District Court's dismissal of their claim for breach of contract, and, accordingly, we consider it abandoned.
See, e.g., LoSacco v. City of Middletown,
. Defendants’ brief also cites
Sit-Set, A.G. v. Universal Jet Exchange, Inc.,
. We do not consider these factors necessarily to constitute the sum total of an analysis of certification to a state court.
See, e.g., Reliance Ins. Co. v. Polyvision Corp.,