### In the 

# United States Court of Appeals For the Seventh Circuit

____________________ No. 1 8

- 1815
O RGONE C APITAL III, LLC , et al. , Plaintiff s

- Appellant s ,

v.

K EITH D AUBENSPECK , et al. , Defendants

- Appellees

.

____________________ Appeal from the United States District Court for the Northern District of Illinois , Eastern Division. No. 1: 16

- cv

- 10849

— Rebecca R. Pallmeyer , Judge

.

____________________
A RGUED S EPTEMBER 24 , 2018

— D ECIDED J ANUA RY 7, 2019

____________________

Before W OOD , Chief Judge , and E ASTERBROOK and B RENNAN , Circuit Judges

. B RENNAN , Circuit Judge

. Hype and reality can be at odds

. Th is contrast arises often in postmortems on once

- fashionable , now

- failed investment securities

. H ype can rais e investors’ hopes and , in turn, capital contributions

. But w hen hype accelerates an investment’s market value beyond its actual worth , a financial bubble is formed.2 No. 18

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Fisker Auto motive, Inc. was such a bubble , bursting in 2013

. P laintiffs, al l purchasers of Fisker securities between 2009 and 2012, assert various claims against defendants , each of whom play ed roles in Fisker’s early

- stage financing, for allegedly misleading investors regarding Fisker’s intrinsic value and imminent collapse

. 1 Illinois l aw provides re med ies

w hen securities are sold by means of deceptive and fraudulent practices

. But l ike any civil action , such claim s must be timely filed

. O ur review does not explore the cause of or the defendants ’ alleged roles in Fisker’s failu re . Rather, we decide whether plaintiffs ’ claims fall within the Illinois securities laws, and if so whether their claims are time

- barred by Illinois’s three

- year statute of limitations for securities

- based claims.
I
A
I n 2008, Fisk er, a manufacturer of luxury hybrid electric
cars, began attracting substantial financing as part of a trend in venture capital investments toward green energy technology start

- up s

. Investor enthusiasm was spurred by a $528.7 million loan to Fisker from th e U.S. Department of Energy, which offered direct financial support to manufacturers of clean energy vehicles and components . Under the loan’s terms, the Energy Department advanced Fisker $192 million.

1 P laintiff s

- appellants are Orgone Capital III, LLC, David Burnidge, Lincolnshire Fisker, LLC, Kenneth A. Steele, Jr., and Robert F. Steel , and defendants

- appellees are Fisker director Keith Daubenspeck, Fisker’s
venture capital patron Kleiner Perkins Caufield & Byers , Kleiner Perkins ’s managing partners Ray Lane and John Doerr, and Fisker’s lead investment banker Peter McDonnell.No. 18

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The v enture capital firm Kleiner Perkins Caufield & Byers , a defendant here and a controlling shareholder of Fisker , assisted with negotiating and securing the loan to Fisker. Plaintiffs characterize Kleiner Perkins as “politically

- connected” and a “pioneering titan” of Silicon Valley’s venturecapital industry, known for its “hugely successful early backing of companies.”
S upport from the federal government and Kleiner Perkins

w ere not the only factor s sparking investor in terest

. C elebrities including tech

- industry rainmakers and A

- list movie stars invest ed in Fisker’s future. M edia outlets from Wall Street to Hollywood reported on these luminaries ’ investment in and association with Fisker . Further fueling the excitement

was Fisker’s public competition with another emerging player in the electric vehicle market, Tesla, Inc

. In 2009, before sales began on its first generation of vehicles, Fisker announced that beginning in 2012 or 2013 its second generation of vehicles would be built in Delaware

. Delaware agreed to chip in $21.5 mi llion in state subsidies and Vice President Joe Biden and Delaware Governor Jack Markell participated in F isker’s media unveiling of this economic collaboration

. Riding this wave of publicity and contributions , Fisker secured funding from additional
ventur e capital firms and high net worth investors . These investors included the five p laintiffs at bar , who collectively purchased over $10 million in Fisker s ecurities. By 2011, institutional and individual investors had poured $1.1 billion into Fisker , betti ng on its revenue potential and sustainability values

. Fisker’s rise was rapid and highly publicized. So was its fall. In late 2011, Fisker began selling its flagship automobile

.4 No. 18

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By August 2012, it stopped all manufacturing operations to preserve cash , an d i n April 2013, Fisker laid off 75% of its remaining workforce. That same month , the U.S. Government seized $21 million in cash from Fisker to fulfill it s first loan payment. I n September 2013, the Energy Department put Fisker’s remaining unpaid loan amount (approximately $168 million) out to bid at a public auction. In November 2013, Fisker filed for bankruptcy protection. The bubble had burst , and lawsuits followed.

B On October 14, 2016, t he se p laintiffs filed a class action complaint agains t the defendants alleging fraud, fraudulent concealment of material information, breach of fiduciary duty, and negligent misrepresentation in connection with the ir purchases of Fisker securities. In th e complaint, p laintiffs refer ence d a report releas ed on April 17, 2013 , by a private research firm, PrivCo, entitled “ FISKER AU TOMOTIVE’S ROAD TO RUIN: How a ‘ Billion

- Dollar Startup Became a Billion

- Dollar Di saster’ .” A press release accompanying th is PrivCo Report opined Fisker may go down as “the most tragic venture capital

- backed debacle in recent history” due to “[t]he sheer scale of investment capital and government loan money.” The PrivCo Report claimed
t his money and capital was “squandered so rapidly and with so little to show for it that the wreckage i s breathtaking.” According to p laintiffs, t he PrivCo R eport was supported by

over 11,000 pages of documents exposing Fisker’s imminent bankruptcy and malfeasant management. The PrivCo Report also highlighted production and financial data plaintiffs claim d efendants concealed

.No. 18

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P laintiffs ’ original complaint also describes several

c ongress ional hearings held in April 2013 , one week after the PrivCo Report was publish ed

. Th o se hearings included testimony from both government and Fisker officials as part of a

c ongressional investigation of Fisker’s impending failure and the loss of $192 million in taxpayer funds.
The complaint detail s how the PrivCo R eport and c ongressional hearings “brought to light” and “revealed the defendants’ alleged wrongdoings. P laintif fs pleaded “[t]he investigations by PrivCo and Congress revealed fraud and breach of fiduciary duties by, among others, [the d efendants ], in connection with [d] efendants’ scheme to induce [p] laintiffs and the Class to purchase Fisker Automotive Securities while concealing from them material adverse information.” P laintiffs also allege d that confidential documents disclosed by PrivCo and Congress “ revealed ” the defendants “ knew, but failed to disclose to p laintiffs a nd the Class, material information ” concerning Fisker ’s production delays. Quoting the PrivCo Report, plaintiffs claim defendants “kept Fisker’s troubles secret” and concealed Fisker’s cash crisis and mismanagement while attracting new investors. P laintiff s alleged that defendants secured over $800 million through fraud by disseminating materially false and misleading information to rescue Kleiner Perkins from its “ bad bet ” on Fisker.

D efendants moved to dismiss p laintiffs’ complaint as barred by Illinois’s three

- year statute of limitations , 815 I LL

. C OMP

. S TAT

. 5/13(D) , for securities

- based claims

. Defendants argued the notices provided by PrivCo and Congress occurred in April 2013, but plaintiffs waited more than three years to file their complai nt in October 2016

. The district court6 No. 18

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agreed and granted d efendants’ motion bas ed up on plaintiffs’ “straightforward factual disclosures” regarding the PrivCo R eport and at the c ongressional hearings. To the district court, t hese disclosures demonstrate d p laintiffs must at a minimum have known facts that, in the exercise of reasonable diligence, would have led to actu al knowledge of their claims. Although the district court dismissed p laintiffs’ complaint as untimely , p laintiffs were granted leave to amend if they wished “to expressly contradict the court’s conclusion about the dates that they learned of the facts that wou ld lead them to their claims.”
C

P laintiffs accepted the district court’s invitation and amended their complaint in three ways. First, they deleted all references to the PrivCo R eport and c ongressional hearings. Second, they asserted Delaware rather than Illinois law controls this case under choice of law provisions with in certain Fisker securities purchase agreements. Third, the y claimed they first learned of the d efendants’ p urported wrongdoing on December 27, 2013, after an action was brought in Delaware by separate investor plaintiffs against some of the same d efendants here

. 2

D efendants moved again for dismissal and judgment on the pleadings under Federal Ru le of Civil Procedure 12(b)(6) and (c) . They argued plaintiffs’ amended complaint suffers from the same infirmities as the original and that the lawsuit

2 T he Delaware plaintiffs raised the same c ore allegations as the plaintiffs here, relied on the same information derived from the PrivCo Report and congressional hearings, and were represented by the same counsel.No. 18

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remains time

- barred. The district court agreed , and concluded that plaintiffs’ claims came under Illinois law , regardless of plaintiffs’ contention that Delaware law should apply

. T he district court also ruled that p laintiffs ’ amended complaint failed to cure the fundamental problem with their original complaint , which affirmatively pleaded plaintiffs had noti ce of their claims in April 2013

. After the first dismissal, the court g ave plaintiffs leave to amend to “ expressly contradict ” its finding that plaintiffs learned of facts in April 2013 that would lead them to their claims. But rather than rebut the court’s finding , plaintiffs just deleted all references
to the PrivCo Report or c ongress ional hearings from the ir

a mended c omplaint

. Because this information was not contradicted in the amended complaint , the cour t reaffirmed its pr evious conclusion that Illinois’s three

- year sta tute of limitations for securities law claims barred plaintiffs’ action , and dismissed plaintiffs’ complaint with prejudice

. II
We review de novo a district court’s order granting a Rule 12(b)(6) motion to dismiss based on the statute of limitations. Indep. Tr. Corp. v. Stewart Info. Servs. Corp. , 665 F.3d 930, 934 (7th Cir. 2012). We similarly review de novo a district court’s grant of judgment un der Rule 12(c). Milwaukee Police Ass'n v. Flynn , 863 F.3d 636, 640 (7th Cir. 2017); see also Brooks v. Ross , 578 F.3d 574, 579 (7th Cir. 2009) (noting that practical effect of addressing a statute of limitations defense in Rule 12(c) motion is same as addr essing it in Rule 12(b)(6) motion). Where a plaintiff alleges facts sufficient to establish a
statute of limitations defense, the district court may dismiss8 No. 18

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the complaint on that ground. O'Gorman v. City of Chicago
, 777 F.3d 885, 889 (7th Cir. 2015); Whirlpool Fin. Corp. v. GN Holdings, Inc. , 67 F.3d 605, 608 (7th Cir. 1995) (“[I] n the context of securities litigation, if a plaintiff pleads facts that show its suit [is] barred by a statute of limitations, it may plead itself out of court under a Rule 1 2(b)(6) analysis.”). In performing

our review , w e take the plaintiffs’ factual allegations as true and give them the benefit of all reasonable inferences. Whirlpool Fin. Corp. , 67 F.3d at 608. W e may also take judicial notice of matters of public record an d consider documents incorporated by referen ce in the pleadings. Milwaukee Police Ass’n , 863 F.3d at 640.
The district court dismissed plain tiffs’ claims as precluded by Illinois securities law’s three

- year statut e of limitation s

. On appeal , we decide whether that limitations period applies , and if so, whether it has expired

. A
A district court exercising diversity jurisdiction appl ies the statute of limitations of the forum state , Klein v. George G. Kerasotes Corp ., 500 F.3d 669, 671 (7th Cir. 2007) , i n this case Illinois

. P laintiffs argue otherwise. Despite bringing securities

based claims, the y contend the Illinois securities laws do not govern their lawsuit. Th ey argue choice of law provisions contained in some (but not all) of the Fisker securities purchase agreements they executed required the m to pursue their claims under Delaware law

. P laintiffs posit that because they are precluded from any remedies under the Illinois securities law , they cannot be subject to its three

- year stat ute of limitations , and thus that their lawsuit must be governedNo. 18

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by Illinois’ s five

- year statute of limitations for “civil act ions not otherwise provided for

. ” See 735 I LL

. C OMP

. S TAT

. 5/13

- 205.

P laintiffs’ argument is ambitious , but not supported by law

. As an initial matter, choice of law provisions did not bind the plaintiffs . Nor do choice of law provisions automatically fo reclose the application of a forum state’s laws. Rather, choice of law issues may be waived or forfeited by declining to assert th em in litigation. See McCoy v. Iberdrola Renewables, Inc., 760 F.3d 674, 684 (7th Cir. 2014) (“ The choice of la w issue may be waived

... if a party fails t o assert it.”); see also Vukadinovich v. McCarthy , 59 F.3d 58, 62 (7th Cir. 1995) (holding that choice of law is “normally” waivable)

. P laintiffs were likewise free to waive the Delaware choice of law provisions they now invoke. Further , the I llinois three

- ye ar statute of limitations applies to all actions “brought for relief under [the I llinois securities laws ] or upon or because of any of the matters for which relief is granted.” 815 I LL

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. 5/13(D). Thus, “claims that do not directly invoke the [I llinois securities laws ] may still fall within its statute of limitations,” including Delaware common law claims , like those plaintiffs assert

. Klein , 500 F.3d at 671 (citing Tregenza v. Lehman Brothers, Inc. , 678 N.E.2d 14, 15 (Ill. App. Ct. 1997)).
I n Tregenza , an investor plaintiff raised the same types of claims as plaintiffs here

— common law causes o f action forbreach of fiduciary duty, fraud, and negligent misrepresentation arising out of the purchase of securities . The Illinois Appel late Court affirmed the dismissal of the investor ’s claims and held that they trigger ed the three

- year statute of lim itations because “[they] are reliant ‘ upon

... matters for which10 No. 18

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relief is granted’ by the Securities Law.” Tregenza , 678 N.E.2d at 15 (quoting 815 I LL

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. 5/13(D))

. W e applied the same reasoning in Klein to conclude the I llinois securities laws governed the plaintiff’s claims

. 500 F.3d at 672

– 74 (affirming dismissal of plaintiff’s claims for common law fraud, breach of fiduciary duty, and punitive damages as untimely under the I llinois securities laws ). 3 In Klein , we held that w hether a plaintiff ’s claim amounts to an action for r elief under the Illinois securities law , or upon or because of any of the matters for which relief is granted by the securities law , depends on what acts are encompassed within the securities law. Id . at 672 ; see also 815 I LL

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. 5/13(D) ; Allstate Ins. Co. v. Countrywide Fin. Corp. , 824 F. Supp. 2d 1164, 1176 (C.D. Cal. 2011) (interpreting same Illinois statute ) ( “ The Cou rt need not look past the plain language of the statute to conclude that the ‘ matters for whic h relief is granted ’ refers to th e conduct giving rise to a suit rather than the procedural question of whether an [Illinois securities law] suit is allowed in a particular case.”)
I llinois’s securities laws expressly prohibit the types of

m isconduct alleged by plaintiffs and provide remedies therefor

. P laintiff s claim defenda nts concealed material information and made knowingly false statements regarding Fisker’s operational and financial conditions in connection with the sale of Fisker securities

. Su ch conduct is prohibited

3 Before 2013, the I llinois securities laws contained a five

- year statute of repose , which applied to any “action

... brought for relief under this Section or upon or because of any of the ma tters for which relief is granted by this Section.” See 2013 Ill. Legis. Serv. P .A. 98

– 174 § 13(D) (West). I n deciding whether the former statute of repose applied to the claims in Klein , we interpreted the same statut es a s here.No. 18

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under I llinois securities laws s ections 5/12(F ) (prohibiting fraud and deceit in connection with the sale of securities) , 5/12 ( G) (prohibiting the sale of securities by means of untrue or misleading statements) , and 5/12 (I) (prohib iting any device , scheme or artifice to defraud in connection with the sale of securities). See 815 I LL

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. 5/12. Section 13 of th is statute provides remedies for the conduct prohibited in these statutes

. Likewise, its three

- year statute of limitations exp ress ly applies to their violation. So under Klein , p laintiffs have pleaded acts encompassed within and governed by the Illinois securities laws , which are g overned by its limitation period

. P laintiffs contend that rather than Klein , Carpent er v. Exelon Enterprises Co., LLC , 927 N.E.2d 768 (Il l. App. 1 Dist. 2010) , controls this case. Carpenter held that § 13 of the I llinois securities laws does not provide a remedy for common law claims for breach of fiduciary duty brought by sellers of securities

. Id . at 774

– 77. Because the plaintiff s

- sellers in Carpenter lacked a remedy under the I llinois securities laws , the Illinois Appellate Court ruled that the three

- year statute of limitations did

no t govern their claims

. Id

. at 777. But where Carpenter and Klein separate

— whether the Illinois securities laws pro vide a remedy for stock sell ers

— is of no value to plain tiffs. The lack of an available remedy in Carpenter was due to the Carpenter plaintiffs’ status as stock sellers. Here , p laintiffs sue as purchasers of Fisker securities, not sellers

. T he I llinois securities laws expressly provide r elief to securities purchasers. See 815 I LL

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. 5/13(A ) ( specifying that those who participated or aided in selling a security in violation of the Illinois securities laws are “ joint and severally liable to the purchaser , ” including purchasers’ attorneys’ fees and expenses)

.12 No. 18

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P laintiffs’ position also suffer s from forum shopping p roblems because the outcome they propose would reward a stockhold er who fail s to bri n g suit in the appropriate state in a timely manner. To address this problem , p laintiffs cite Ferens v. John Deere Co. to show that forum shopping for a more favorable statute of limitations is permissible. 494 U.S. 516, 531 (1990) (applying Mississippi’s six

- year statute of limitations to Pennsylvania claims after Pennsylvania’s two

year tort limitations period had expired). But here, unlike in Ferens , a more favorable statute of limitations law does not exist. P laintiffs concede t hat had they initiated their lawsuit in Delaware under Delaware law, their claims would be subject to a three

- year statute of limitations. Likewise, h ad p laintiffs initiated their lawsuit in Illinois under Illinois law, t he same
t hree

- year limit would be a pplied

. P laintiffs have offer ed no authority to support the ir contention that by s uing in Illinois under Delaware law , parties get two additional years to sue

. P laintiffs cannot avoid Illinois’ s statute of limitations by encasing their common law claims in a Delaware husk

. B ecause the Illinois securities law’s three

- year limitations period controls in this case, Illinois’ s residual five

- year statute of limitations does not apply

. See 735 I LL

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. 5/13

- 205 ( restricting five

- year statute of limitation s to “civil actions not otherwise provided for” ) ; see also Tregenza , 678 N.E.2d at 15 ( holding that the plaintiff’s action “is a cause otherwise provided for” u nder the I llinois securities law, and that five

year limitations period in § 5/13

- 205 is inapplicable ) (internal quotations omitted)

. The remaining question is whether plaintiffs’ law suit was timely filed

.No. 18

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B
Actions for relief under the I llinois securities laws must be brought within three years from the date of a security’s sale. 815 I LL

. C OM P

. S TAT

. 5/13(D) . But i f the party suing neither knew nor in the exercise of reasonable diligence should have known of any alleged violation of the Illinois securities law , the three

- year period to sue for Illinois securities law claims begin s to run the earlier of: (1) the date upon which the party bringing the action has actual knowledge of the alleged violation of this Act; or (2) the date upon which the party bringing the action has notice of facts which in the exercise of reasonable dilige nce would lead to actual knowledge of the alleged violation of this Act.

815 I LL

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. 5/13(D)(1)

- (2) (emphas e s added).
Fisker securities w ere last sold to these plaintiffs in 2012. Yet plaintiffs ’ amended complaint avers they did not know of facts concerning the defendants’ alleged violations until after December 27, 2013 , such that their October 14, 2016, original complaint was timely filed

. In its final dismissal order, however , the district court found that the defendants’ alleged fraud “ was pr esented for the entire world to see no fewer than thre e times before October 14, 2013.” Applying an “ inquiry notice ” standard , the district court determined that PrivCo ’s and C ongress ’s April 2013 disclosures gave plaintiffs notice of their potential claims. These findings were not rebutted, and the district court concluded it was implausible that p laintiffs were first notified of facts leading to their claims later than April 2013

.14 No. 18

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P lai ntiffs challenge the district court’s application of inquiry notice to dismiss their claims. They argue the first clause of 815 I LL

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. 5/13(D) (2) regarding “notice of facts” means “ actual notice of facts, ” not “inquiry notice.” P laintiffs note that “inquiry notice” does not appear in the
statute. But plaintiffs’ position encounters two problems

. First , a lthough the text of § 5/13(D)(2) does not include the phrase “ inquiry notice, ” it also does not include “ actual notice

. ” P laintiffs ask us to supplan t one omitted term for another , which leads to the second problem : if we agreed with plaintiffs’ proposed interpretation , what constitutes “actual notice of facts” would be indistinguishable from “actual knowledge,” the triggering event contained in § 5/13(D)( 1 )

. Such a reading would render § 5/13(D)( 1 ) redundant , which violates the surplusage canon of statutory construction

. A NTONIN S CALIA & B RYAN A. G ARNER , R EADING L AW 176 (2012). In contrast, the inquiry notice standard is consistent with § 5/13(D) a nd the cases interpreting this statute. Cf. Tregenza v. Great Am. Commc’ns Co. , 12 F.3d 717, 718 (7th Cir. 1993) (explaining that under “inquiry notice,” a statute of limitations “begins to run when the victim of the alleged fraud became aware of facts that would have led a reasonable person to investigate whether he might have a claim”); Allstate Ins. Co. , 824 F. Supp. 2d at 1182 (holding § 5/13(D) “ appears to be very close to the California inquiry notice standard , ” w hich “requires only that a party be on notice that an injury was ‘caused by wrongdoing’ before the statute begins to run.”).
But here , w e need not decide which notice standard applies because plaintiffs’ suit is time

- barred under the plain language of § 5/13(D)

. Applying the text of § 5/13(D) to thisNo. 18

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case , p laintiffs must show they did not have notice of facts that, in the exercise of reasonable diligence, would lead to actual knowledge of the defendants’ alleged violations on or before October 14, 2013. They have failed to do so. P laintiffs’ original complaint made more than fleeting refer ences to the April 2013 PrivCo Report and ensuing congressional hearings . They repeatedly pleaded these publications “brought to light” and “rev ealed” the facts forming the bases of their lawsuit

. The PrivCo Report ’s writing was not subtle

. It characterized Fisker as “the most tragic venture capital

backed debacle in recent history” and alluded to fraud and breach of fiduciary duties as the cause of Fisker’s “breathtaki ng wreckage.” The PrivCo Report and congressional hearings did more than stir up the possibility of a legal action ; they provided plaintiffs a detailed litigation roadmap. Red flags we re not limited to disclosures by PrivCo and Congress as provided in their o riginal complaint. A ccording
to plaintiffs’ amended complaint, in late 2011 “ a scandal erupted concerning Solyndra , another green energy start up with DOE funding, and Fisker [] became a political issue given its similar ties to DOE, becoming the subject o f negative stories on major news networks like ABC, CBS, and Fox, as well as major newspapers.” The amended complaint continues t hat in early January 2012 , Fisker executives notified investors that “DOE refused to resume funding Fisker

. ” In February 2012, media reported that Fisker’s “cash crunch” resulted in forced layoffs, in addition to reporting on Fisker’s scaled back sales projections and automobile recalls. The same month , Fisker also informed its investors that it had become “a political football” and that its negative press was “a consequence of [] election year politics.” In August 2012, Fisker ’s leadership wrote to stockholders explaining that16 No. 18

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Fisker “has been under a media microscope” and was “the target of politically motivated PR attacks.”
“S candals,” “negative stories , ” “cash crunches,” product recalls, layoffs, “PR attacks,” nationwide portrayal as a political scapegoat, and cancellation of crucial federal funding

— all under the lens of a “media microscope”

— are distressing facts for any stock holder. All of these signals occurred before April 2013 and were incorporated into plaintiffs’ amended complaint

. Fisker was a sophisticated and speculative private equity investment

. Among plaintiffs, t he lowest total investment

was over $350,000 , and the highest over $7,500,000. Yet e ven
a n unsophisticated investor sho uld have realized between late 2011 (when Fisker was correlated with Solyndra) and April 2013 ( following the release of the PrivCo Report) that something was wrong. Even a ssuming plaintiffs shut t hemselves off from media, a simple internet search of “Fisker” to check on the status of their investment

— as any reasonable investor would do

— would have revealed these troubling facts. P laintiffs counter that defendants were especially sop histicated and employed significant resources to conceal Fisker’s problems

. T he ominous facts plaintiffs detail in their amended complaint undercut this assertion

. Even if plausib le , plaintiffs’ a ssertion expired once PrivCo and Congress p resente d Fisker’s flaws to the public

. D efendants could no longer conceal wrongdoings because , as plaintiffs expressly

con cede , PrivCo and Congress “revea led” and “brought to light” such wrongdoings as early as April 2013. Finally, plaintiffs contend the district court improperly construed allegations in their superseded original c omplaint as judicial admissions. See 188 LLC v. Trinity Indus., Inc. , 300No. 18

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F.3d 730, 736 (7th Cir. 2002) (“When a party has amended a pleading, allegations and statements in earlier plead ings are not considered judicial admissions.”). Plaintiffs insist that allegations in a superseded complaint

— here, references to the PrivCo Report and congressional hearings

— should be ignored

. An amended pleading does not operate as a judicial tabula

rasa

. “U nder some circumstances, a party may offer earlier versions of its opponent's pleadings a s evidence of the facts therein.” Id

. In response, “ the amending party may offer evidence to rebut its superseded allegations. ” Id

. C onsistent with this proces s , the district court granted plaintiffs leave toamend to rebut facts that they pleaded in their original complaint showing their awareness of the defendants’ alleged securities violations more than three years before filing. The
court provided plaintiffs the opportunity to expressly contradict the court’s finding about when they learned of facts that would lead them to their claims. Rather than contradict those facts, plaintiffs simply deleted any reference s to them

. A district court i s not required to ig nore its prior decision, or its findings supporting a dismissal and grant of leave to amend , where, as here, the findings are based upon undisputed public information plaintiffs themselves brought before the di strict court.
A district court may judicially notice a fact that is not subject to reasonable dispute because it: (1) “ is generally known within the trial court's territorial jurisdiction; ” or (2) “ can beaccurately and readily determined from sources whose accuracy cannot reasonably be questioned.” F ED

. R. E VID . 201(b) ; see also Gen eral Electric Capital Corp. v. Lease Resolution Corp ., 128 F.3d 1074, 1081 (7th Cir. 1997) ( holding same). Here, the18 No. 18

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district court considered the original complaint, as well as its 2017 opinion inviting plaintiffs to rebut their allegations of notice triggering the Illinois securities limitations period. “[I] f the finding take n from the prior proceeding is ‘ not subject to reasonable dispute,’ then the court has satisfied the evidentiary criteria for judicial notice. ” G eneral Elec. Capital Corp. , 128 F.3d at 1082; see also Watkins v. United States , 854 F.3d 947, 950 (7th Cir. 2017) (“Absent a claim that there is a plausible, good

faith basis to challenge the legitimacy of [a prior com plaint],” the court is entitled to take judicial notice of a complaint and its contents). That the PrivCo report exists, the Congressional hearings transpired, and plaintiffs pleaded both facts in their original complaint is beyond “reasonable dispute.” Ac cordingly, the district court permissibly considered these findings in its second and final dismissal of the plaintiffs’ lawsuit.
III

P laintiffs’ case concerns matters for which the I llinois securities laws grant relief , and therefore falls within its three

year statute of limitations. P laintiffs’ claims against the defendants accrued no later than April 2013 , but the y filed the ir complaint in October 2016

. Because plaintiffs failed to bring this action within three years from the date their claims accrued , their lawsuit was untimely filed and appropriately dismissed

. A FFIRMED

.