                                                                                FILED
                                                                    United States Court of Appeals
                      UNITED STATES COURT OF APPEALS                        Tenth Circuit

                             FOR THE TENTH CIRCUIT                       February 14, 2018
                         _________________________________
                                                                        Elisabeth A. Shumaker
                                                                            Clerk of Court
DAVID ARONSTEIN; LESLEY
STROLL, a/k/a Lesley Aronstein,

      Plaintiffs - Appellants,

v.                                                        No. 17-1178
                                              (D.C. No. 1:15-CV-00204-RM-NYW)
THOMPSON CREEK METALS                                      (D. Colo.)
COMPANY, INC.; KEVIN LOUGHREY;
PAMELA SAXTON; PAMELA SOLLY,

      Defendants - Appellees,

and

JAMES L. FREER; JAMES P. GEYER;
TIMOTHY J. HADDON; CAROL T.
BANDUCCI; THOMAS J. O’NEIL;
DENIS C. ARSENAULT; WENDY
CASSITY,

       Defendants.
                         _________________________________

                             ORDER AND JUDGMENT*
                         _________________________________

Before TYMKOVICH, Chief Judge, HARTZ and O’BRIEN, Circuit Judges.
                 _________________________________


      *
        After examining the briefs and appellate record, this panel has determined
unanimously that oral argument would not materially assist in the determination of
this appeal. See Fed. R. App. P. 34(a)(2); 10th Cir. R. 34.1(G). The case is therefore
ordered submitted without oral argument. This order and judgment is not binding
precedent, except under the doctrines of law of the case, res judicata, and collateral
estoppel. It may be cited, however, for its persuasive value consistent with
Fed. R. App. P. 32.1 and 10th Cir. R. 32.1.
       Plaintiffs David Aronstein and Lesley Stroll, proceeding pro se, appeal from

the district court’s judgment in favor of the defendants. Plaintiffs’ complaint

asserted securities fraud claims based on Conn. Gen. Stat. §§ 36b-4 and 36b-29 and

state-law fraudulent and negligent misrepresentation claims against the defendants.

The district court granted defendants’ motion for summary judgment and denied

plaintiffs’ motion for partial summary judgment concerning these claims. It also

denied as futile plaintiffs’ motion to file a third amended complaint.

      We review the district court’s grant of summary judgment de novo. Sylvia v.

Wisler, 875 F.3d 1307, 1328 (10th Cir. 2017). “Summary judgment should be

granted if the pleadings, the discovery and disclosure materials on file, and any

affidavits show that there is no genuine issue as to any material fact and that the

movant is entitled to judgment as a matter of law.” Id. (internal quotation marks

omitted). “Although we generally review for abuse of discretion a district court’s

denial of leave to amend a complaint, when this denial is based on a determination

that amendment would be futile, our review for abuse of discretion includes de novo

review of the legal basis for the finding of futility.” Barnes v. Harris, 783 F.3d 1185,

1197 (10th Cir. 2015) (internal quotation marks omitted).

      Plaintiffs raise the following issues:

      1. Whether the district court erred in finding that Thompson Creek Metals

Company, Inc. (TCM) met its Item 303 disclosure obligations with regards to the

pending budget increases of the Mt. Milligan Project.



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      2. Whether the district court erred in distinguishing this action from SEC v.

Curshen, 372 F. App’x 872 (10th Cir. 2010) with regard to misleading statements

made in TCM’s Q4 2010 investor conference call.

      3. Whether the district court erred in finding that TCM met its Item 303

disclosure obligations with regard to the non-construction capital cost requirements

of the Mt. Milligan Project, or whether it erred in finding that TCM’s 2011 Q1 and

Q2 10-Q forms, along with its investor presentations, were not misleading.

      4. Whether the district court erred in finding that TCM’s Chief Financial

Officer and Investor Relations Director did not make materially false and misleading

statements during two telephone conversations with plaintiff David Aronstein on

April 25, 2012.

      5. Whether the district court erred in imputing knowledge of a negative

liquidity covenant to Plaintiffs.

      6. Whether the district court erred by denying Plaintiffs’ motion to file a third

amended complaint, finding that it would be futile to grant them leave to amend.

      7. Whether the district court acted as defendants’ advocate.

      8. Whether Connecticut law allows for questions of intent to be decided in

summary-judgment proceedings.

      9. Whether the law-of-the-case doctrine establishes that sales of common

shares by TCM, its officers, and its board members, satisfy the primary violator

standard of Conn. Gen. Stat. § 36b-29.



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      10. Whether all of the alleged misrepresentations and omissions satisfy the “in

connection with” standard of Conn. Gen. Stat. §36b-4.

      11. Whether all of the misrepresentations and omissions that underlie this

action were “material.”

      Having reviewed the record, the briefs, and the applicable law in light of the

above-referenced standards of review, we affirm the district court’s judgment for

substantially the reasons stated in its well-reasoned Order of April 27, 2017, and

Opinion and Order of April 28, 2017.


                                           Entered for the Court


                                           Timothy M. Tymkovich
                                           Chief Judge




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