MEMORANDUM AND ORDER
Before the court are plaintiffs’ motion to amend their first amended complaint, their motion to substitute the second amended complaint with a revised second amended complaint, and the various responses and replies generated by those motions. Plaintiffs seek to amend their first amended complaint to include a claim against all of the defendants under § 17 of the 1933 Securities Act, the Pennsylvania and Massachusetts Se *282 curities Acts, and the Pennsylvania and Massachusetts consumer protection laws.
Leave to file an amended complaint is to be “freely given.” Fed.R.Civ.P. 15(a). When, however, the proposed amendments would not withstand a motion to dismiss, the court should decline to allow the amendments.
See, e.g., Jablonski v. Pan Am. World Airways, Inc.,
Under the standard for evaluating a motion to dismiss, the court must “accept as true all aEegations in the complaint and all reasonable inferences that can be drawn from them after construing them in the light most favorable”' to the plaintiffs.
Jordan v. Fox, Rothschild, O’Brien & Frankel,
For the reasons that follow, the court will deny plaintiffs’ motions in part and grant them in part, finding that, as to all plaintiffs a § 17 claim would not survive a motion to dismiss, and as to defendant Drinker Biddle & Reath none of the proposed state law claims would survive a motion to dismiss.
I. Section 17 of the Securities Act: All Defendants
First, plaintiffs urge this court to find an implied private right of action under § 17 of the Securities Act of 1933. Although the Supreme Court has not yet found that there is no such implied cause of action, the great majority of courts of appeals have so held.
See, e.g., Finkel v. Stratton Corp.,
II. State Statutory Claims: Coleman
Defendant Coleman suggests that plaintiffs’ claims against him under the Pennsylvania statutes must be dismissed because both require a showing of privity between the plaintiff and defendant. The court’s memorandum and order of May 5, 1996 disposed of this objection for purposes of the Pennsylvania Securities Act. Therein, the court noted that the complaint alleged Coleman actually and actively “sold” securities to plaintiffs and that such allegations established the kind of buyer-seller relationship the Pennsylvania Act targeted. For the same reasons, with regard to Pennsylvania’s consumer protection law (“CPL”), the court also now finds Coleman’s opposition merit-less. Any lack of technical privity — due to the fact that Coleman did not own the securities he sold — is not fatal to their claims; Coleman sold the securities to plaintiffs and the CPL targets the buyer-seller relationship.
See, e.g., Valley Forge Towers South Condo. v. Ron-Ike Foam Insulators,
574
*283
A.2d 641, 645 (Pa.Super.1990),
aff'd without opinion,
III. State Statutory Claims: Drinker Biddle & Reath
A. Pennsylvania and Massachusetts Securities Acts
Defendant Drinker Biddle & Reath adds its objection that the plaintiffs should not be allowed to amend their complaint to include claims under the Pennsylvania Securities Act and the CPL against it because the absence of privity between it and the plaintiffs renders those claims deficient as a matter of law. Drinker Biddle & Reath did not sell any securities to anyone. Although, as discussed above in connection with defendant Coleman, Pennsylvania law does not required strict, technical privity in the context of violations of the Pennsylvania Securities Act, the defendant must in some sense be a seller of the securities. 70 Pa.S. § l-501(a). Plaintiffs’ complaint states only that Drinker Biddle & Reath prepared and executed disclosure documents. Nothing in the complaint supports an inference that Drinker Biddle & Reath sold anything to the plaintiffs.
Plaintiffs point to 70 Pa.S. § 1-503 and claim that it extends liability to Drinker Biddle & Reath through the phrase “every broker dealer or other agent who materially aids in the act or transaction constituting the violation, are also jointly and severally liable.” However, as several other courts have noted:
It appears that [§ 503] only establishes a cause of action in favor of a party who has been held liable to a private party under section 501. Support for the position that section 503 does not provide for a cause of action against an aider and abettor is found in several cases. First, in [Biggans v. Bache Halsey Stuart Shields, Inc.,638 F.2d 605 (3d Cir.1980)], Judge Sloviter noted that the sole source of civil liability for any acts in violation of section 401 is found-in section 501.638 F.2d at 609 .... In Sharp v. Coopers & Lybrand,649 F.2d 175 , 191-92 (3d Cir.1981), the court again held that the Pennsylvania Securities Act grants a private remedy to a buyer only against his seller.
In re Phar-Mor, Inc. Secs. Litig.,
The court is persuaded by the reasoning in Phar-Mor, Penturelli, and Schor. To the extent the complaint may be amended, it cannot include a Pennsylvania Securities Act claim against Drinker Biddle & Reath.
The Massachusetts securities law generally mirrors that, of Pennsylvania. Like the Pennsylvania law, the civil liabilities section of the Massachusetts act imposes liability on those who offer or sell the securities. As noted above, plaintiffs nowhere allege that Drinker Biddle & Reath in any sense sold the securities to them. In one of their reply briefs, plaintiffs indicate that they rely on the following section of the Massachusetts statute:
Every person who directly or indirectly controls a seller liable under section (a), every partner, officer, or director of such a seller, ever person occupying a similar status or performing similar functions, every employee of such a seller who materially aids in the sale, and every broker-dealer or *284 agent who materially aids in the sale are also liable jointly and severally with and to the same extent as the seller....
Mass.GenL. ch. 110A, § 410(b). Section 401(b) of the Act defines an agent as “any individual other than a broker-dealer' who represents a broker-dealer or issuer in effecting or attempting to effect purchases or sales of securities.” Unlike those courts construing similar language in the Pennsylvania statute, courts interpreting the Massachusetts statute have not concluded that there is no separate private cause of action under this subsection.
No court has, however, determined whether these provisions of the Massachusetts act encompass a law firm’s preparation and execution of disclosure documents. Most courts construing similar language in other state statutes, have determined that a lawyer or law firm performing such functions does not act as an agent who materially aids in the sale of securities for purposes of imposing liability under the state securities act. For instance, in
Ackerman v. Schwartz,
Here, again, plaintiffs’ complaint states that Drinker Biddle & Reath prepared the documentation for and provided legal advice to Mercer and the other defendants. Neither plaintiffs’ first amended complaint, nor the motions including the proposed amendments, contain any allegations that Drinker Biddle & Reath acted as an agent of Mercer who effected the sale of securities or otherwise actively or directly participated in the sale of the securities. Plaintiffs allege no direct communications ■ between them and Drinker Biddle & Reath or any other conduct through which the law firm could be said to have effected or attempted to effect the sale of securities to plaintiffs. In the absence of such allegations, plaintiffs allege no claim against Drinker Biddle & Reath under the Massachusetts Securities Act.
B. Pennsylvania and Massachusetts Consumer Protection Laws
The Pennsylvania Unfair Trade Practices and Consumer Protection Law (“CPL”) does not support a cause of action against Drinker Biddle & Reath. Pennsylvania and
*285
federal courts interpret the CPL to require the allegation that the parties stand in some buyer-seller relation, though strict contractual privity is not required.
See, e.g., Brownell v. State Farm Mutual Ins. Co.,
[ T]he CPL was designed to protect consumers from a number of unfair trade practices listed in the statute. This protection is aimed at commercial transactions between consumers and sellers, or those in the chain of supply who affirmatively mislead purchasers whose reliance was reasonable and specifically foreseeable.... The Pennsylvania Supreme Court has stated:
The Consumer Protection Law was designed to equalize the market position and strength of the consumer vis-a-vis the seller. A perception of market unfairness led the Legislature to regulate more closely market transactions. The mischief to be remedied was the use of unfair or deceptive acts and practices by sellers.
.... Plaintiffs amended complaint alleges no privity at all and no commercial relationship between plaintiff and Worldwide [one defendant]. Plaintiff purchased her insurance policy from [the other defendant] ... Worldwide was not “in any trade or commercial relationship with plaintiff sufficient to render it liable to her under the CPL.”
Id.
at 533 (citations omitted). Those cases in which the absence of a direct buyer-seller relationship has been excused involve an intermediary who purchased the sellers’ product and then resold it to or installed it for the plaintiff-buyer.
See, e.g., Valley Forge Towers Condominium v. Ran-Ike Foam Insulators, Inc.,
Under the Massachusetts analog to Pennsylvania’s CPL, plaintiffs’ proposed amendments likewise fail to state a claim against Drinker Biddle & Reath. In
Standard Register Co v. Bolton-Emerson, Inc.,
Conclusion
For the above reasons, plaintiffs’ motions to amend their first amended complaint and to substitute the second amended complaint with a revised amended complaint will be granted in part and denied in part. An appropriate order follows.
AND NOW, this 17th day of July 1996, upon consideration of plaintiffs’ motion to amend first amended complaint, plaintiffs’ motion to substitute the second amended complaint with a revised second amended complaint, and the responses and replies thereto, IT IS HEREBY ORDERED that plaintiffs’ motions are GRANTED IN PART AND DENIED IN PART. Specifically, *286 plaintiffs’ motions are DENIED insofar as they seek to add a count for “violation of section 17 of the federal securities law” as against all defendants, and counts for “breach of the Pennsylvania Securities Act” and “breach of the Pennsylvania Unfair Trade Practices and Consumer Protection Law” as against Defendant Drinker Biddle & Reath. Plaintiffs’ motions are otherwise GRANTED and plaintiffs may file a second amended complaint, so long as it is filed within ten days of the date hereof.
Notes
. As to the proposed Massachusetts state statutory claims, Defendant Coleman has raised no objection. The court makes no judgment as to the possibility of his liability under those laws.
. Plaintiffs refer to
Brennan v. Reed, Smith, Shaw & McClay,
In [Brennan ], the Pennsylvania Superior Court suggested that a non-seller attorney, acting as an aider and abettor, may be subject to a cause of action trader section 503 of the Pennsylvania Blue Sky law, as opposed to Biggans, where our court relied on section 501. We find Brennan inapplicable because section 503 affects joint and several liability, contribution, and indemnification — doctrines not at issue here. Further, the relevant language [of Brennan] was contained in dicta that had no binding authority.
Gruber v. Price Waterhouse,