Gray

This appeal arises out of an alleged securities fraud under section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b), and Rule 10b-5 of the Securities Exchange Commission, 17 C.F.R. § 240 .10b-5. The district court granted summary judgment on the statute of limitations and under the “bespeaks caution” doctrine. This appeal followed. 1 We reverse the grant of summary judgment and remand for further proceedings.

Background

On October 31,1984, the defendants (hereinafter “Winthrop”) began soliciting investment in a limited partnership to purchase and manage an office building located at 353 Sacramento Street in San Francisco, California. Winthrop solicited accredited investors who were interested in a long-term investment. Winthrop touted its experience in managing real estate projects and said the partnership would provide investors with favorable tax benefits, substantial cash proceeds beginning after 1990, and substantial property appreciation to be realized upon the building’s ultimate sale. In the short term, Winthrop anticipated operating losses (which would produce the tax advantages) and provided for a $15 million operating reserve to cover the losses. In…