A group of shareholders in a failed bank corporation sued former directors of the bank alleging that they were injured by the directors’ negligent misrepresentations about the bank’s financial condition which induced them to hold shares of stock which became worthless when the bank failed. The shareholders appeal from the trial court’s order granting the directors’ motion to dismiss the complaint pursuant to OCGA § 9-11-12 b 6 for failure to state a claim.1 We affirm because the allegations of the complaint failed to state a so-called “holder claim” as recognized and limited in Holmes v. Grubman , 286 Ga. 636 691 SE2d 196 2010. Under OCGA § 9-11-12 b 6, a motion to dismiss for failure to state a claim upon which relief can be granted should not be sustained unless 1 the allegations of the complaint disclose with certainty that the claimant would not be entitled to relief under any state of provable facts asserted in support thereof; and 2 the movant establishes that the claimant could not possibly introduce evidence within the framework of the complaint sufficient to warrant a grant of the relief sought. In deciding a motion to dismiss, all pleadings are to be construed most favorably to the party who filed them, and all doubts regarding such pleadings must be resolved in the filing party’s favor. Stendahl v. Cobb County , 284 Ga. 525 668 SE2d 723 2008 punctuation and citation omitted. Applying these standards, we find no merit to the shareholders’ claims that the trial court erred by dismissing the complaint.
The complaint alleged that the bank was chartered in 2006 and regulated by the Georgia Department of Banking and Finance DBF and the Federal Deposit Insurance Corporation FDIC; that in 2006 the shareholders purchased shares of resalable bank stock for $10.00 per share; that from June 2007 through July 2008 the DBF and FDIC gave warnings and other information to the bank regarding its adverse financial condition; that the directors negligently failed to timely disclose this information to the shareholders and misrepresented the bank’s financial condition as sound; that the DBF and the FDIC required the bank to make efforts to raise additional capital, and, as a result of bank efforts in August 2008 to sell additional shares of stock, the bank’s adverse financial condition for the first time became known to all the bank’s shareholders and entered the public domain; that as a result of the adverse financial information entering the public domain the stock offering failed; and that the bank failed and was taken over by the FDIC in October 2008 at which time the bank’s stock became worthless. In support of the negligent misrepresentation claim, the shareholders’ complaint alleged that in four communications from the directors to them the directors either misrepresented that the bank was financially sound or failed to disclose that the bank’s true financial condition was not sound. The four communications were: 1 the May 9, 2008 proxy statement sent to all the bank’s shareholders for the annual meeting of shareholders; 2 the bank’s May 23, 2008 audited financial statement sent to all the bank’s shareholders along with a cover letter to all the bank’s shareholders from James A. Blackwell as the chairman of the bank’s board of directors; 3 the bank’s May 27, 2008 annual shareholders’ meeting; and 4 chairman Blackwell’s June 2, 2008 letter to all the bank’s shareholders summarizing the bank’s annual shareholders’ meeting. According to the complaint, because of the directors’ alleged negligent misrepresentations, including failures to disclose, the shareholders suffered damage when they justifiably relied on the misrepresentations and continued to hold the stock that lost all of its value when the bank failed.
