In a case concerns liability for investment losses, brought against several parties responsible for structuring, offering, and managing the collatearalize debt obligations (CDOs), the district court's dismissal of the complaint under Rule 12(b)(6) and denial of Plaintiffs' request to replead is reversed in part and vacated in part where the district court erred in aspects of its dismissal of Plaintiffs' fraud claim and also exceeded the bounds of its discretion in denying Plaintiffs leave to amend the complaint as to the remaining claims.