Garbini

MEMORANDUM *

Plaintiffs appeal the district court’s dismissal with prejudice of their Third Consolidated Amended Class Action Complaint for failure to state a claim against defendant Arthur Andersen. Because we hold that plaintiffs’ complaint is sufficient to state a claim under Section 11 of the 1933 Securities Act, 15 § U.S.C. 77k, we reverse.

A dismissal for failure to state a claim pursuant to Federal Rule of Civil Proce *170 dure 12(b)(6) is reviewed de novo. See Zimmerman v. City of Oakland, 255 F.3d 734, 737 (9th Cir.2001). “The district court may grant a motion to dismiss for failure to state a claim only if it is clear that no relief can be granted under any set of facts that could be proved consistent with the allegations.” Whitmire v. Arizona, 298 F.3d 1134, 1136 (9th Cir.2002). All facts alleged in the complaint are taken to be true and construed in the light most favorable to the plaintiff. Epstein v. Washington Energy Co., 83 F.3d 1136, 1140 (9th Cir.1996).

Essentially, plaintiffs argue that the district court erred in finding that their complaint established a Section 11(e) defense for Andersen because the court focused entirely on a statement within the…