Croft

MEMORANDUM **

We review de novo a district court’s dismissal of a complaint for failure to state a claim pursuant to Fed.R.Civ.P. 12(b)(6). Howard v. Everex Sys., Inc., 228 F.3d 1057, 1060 (9th Cir.2000).

The plaintiffs’ complaint was properly, dismissed because it failed to adequately plead the element of scienter. The complaint employs language that was quoted verbatim from the defendant’s counterclaim allegations in the Packer matter. These general allegations are not detailed enough to satisfy 15 U.S.C. § 78u-4(b)(2), which requires plaintiffs to “state with particularity facts giving rise to a strong inference that [CTI and the individual defendants] acted with the required state of mind.” Because we find that these statements failed to meet the Private Securities Litigation Reform Act’s pleading requirements, we need not decide whether statements 1-4 also fall within the Act’s safe-harbor provision.

We also agree with the district court that statements 6 and 7 were immaterial as a matter of law. Athough both statements may have been incomplete, they were not misleading because they did not create the “impression of a state of affairs that differs in a material way from…