TJOFLAT, Chief Judge:

The stock market crash of October 1987 signaled the beginning of the end of the booming 1980s. It shattered dreams, ruined investors, and precipitated this litigation. A discount broker sued one of its customers to recover the post-liquidation debit balance in the customer's account following substantial losses sustained during the crash. The customer refused to pay and answered the broker's suit with a seven-count counterclaim. The district court dismissed one count and later granted summary judgment in favor of the discount broker on the broker's complaint and the customer's remaining counts. We affirm.

I.

Nick Milos began investing in the securities market around 1945. On February 27, 1984, Mr. Milos and his wife, Catherine, opened a nondiscretionary securities account with Dis-Com Securities, Inc., which First Union Discount Brokerage Services, Inc. (First Union) acquired later that year. First Union is a discount broker and, as such, charges its customers lower commissions than those charged by full service brokers. First Union accepts orders from customers for the purchase and sale of securities, but, unlike its full service counterparts, does not provide such amenities as research and investment advice.

Though not itself a member of the securities exchanges, First Union is able to execute its customers' orders by contracting with a member firm — a clearing broker. During the summer and early autumn of 1987, Cowen Co. (Cowen) served as First Union's clearing broker; it executed transactions, prepared and mailed trade confirmations, settled transactions in options and securities, handled margin accounts, and maintained records of the transactions that it executed. During late September and early October 1987, Pershing Co., Inc. (Pershing) transitionally succeeded Cowen as First Union's clearing broker.

The Miloses concentrated heavily on "writing" put options — a risky strategy that tends to be profitable when the price of the underlying security increases, but can be disastrous when the price declines. A put option is a contract that entitles the buyer of the put to sell a specified number of shares of a particular security to the writer of the put at a specified "strike" price at or within a specified time. If the market price of the underlying security decreases below the strike price and the owner of the put exercises the option to sell the underlying security (and the difference between the strike price and the market price of the underlying security exceeds the writer's premium from the original sale of the option), the writer will lose money. When buyers of puts exercise their options, the put writer's clearing broker will purchase the shares from the buyer of the put at the strike price, and post either a loss or gain to the put writer's account depending on the difference between the underlying security's price on the open market and the strike price.

A writer of put options must either trade on "margin" or maintain a minimum account balance equal to the aggregate exercise prices of all the outstanding puts that the writer has written. The Miloses chose to trade a large number of their put options on margin. By trading on margin, the Miloses deposited in their First Union account only a portion of the funds necessary to cover all of the options they had written, and "borrowed" the remainder from Cowen and then Pershing.

As the price of the underlying security drops, the put option writer's potential losses mount. If the put writer sells on margin, the broker's "loaned" funds are also at risk. As the potential losses escalate, so too does the risk that the writer will not have sufficient funds to pay off margin obligations to the lending broker. To protect themselves, brokers issue margin calls requiring investors to deposit more funds or other collateral into their margin accounts when their balances drop below a certain equity percentage. If investors fail to meet margin calls in their accounts, their brokers, pursuant to contract, may liquidate their positions to satisfy the margin calls.

As clearing brokers, Cowen and then Pershing monitored the daily margin requirements in the Miloses' account, and generated comprehensive customer account printouts reflecting their securities positions and account information. Cowen and then Pershing sent these printouts to First Union, which, in turn, provided them to Mr. Milos, upon his request.

In May or June 1987, and in recognition of the extremely high commissions that the Miloses' trading generated, First Union provided Mr. Milos with a semi-private office, a Quotron machine, and, upon his request, comprehensive account information printouts. With over 100 active securities positions, Mr. Milos relied on these printouts to track the investments and account equity.

As September 1987 neared, Mr. Milos became concerned about his ability to follow his securities positions because of his impending September 28 through October 14, 1987 vacation to Russia with Mrs. Milos. On September 15, 1987, Barry Parillo, a First Union branch manager, told Mr. Milos that he would have thirty days from his return, until November 15, 1987, to cure any margin problems that may arise in his account. The clearing broker was having difficulty supplying timely and accurate account information and it was hard to determine the precise financial condition of the Miloses' account.

On September 22, 1987, the Miloses signed a Margin Agreement and an Option Agreement, both of which expressly granted First Union and Pershing (which was replacing Cowen as First Union's clearing broker) full discretion to protect themselves by liquidating the Miloses' securities positions at any time without notice. Paragraph six of the Margin Agreement obligated the Miloses to pay off any deficiency balance that might exist following such a liquidation. Two days after the Miloses signed these agreements, Mr. Milos reminded Parillo of the margin call extension to November 15, and Parillo "acknowledged" it. On September 28, the Miloses left for Russia.

As the stock market declined between October 8 and 14, Pershing issued but did not enforce house maintenance calls on the Miloses' account. Mr. Milos went to the First Union office on Friday, October 16, a day after returning to Florida. Parillo informed Mr. Milos of, but did not enforce, the house maintenance calls in his account. The customer account information printout generated by Pershing indicated that the Miloses had an equity percentage of 76%, a comfortable and perfectly acceptable number. Accordingly, Parillo told Mr. Milos that he thought that the maintenance calls were mistaken, he would verify the account information, and he would get back to Mr. Milos later that day. Neither Parillo nor any other First Union employee confirmed with Mr. Milos later that day that the calls were correct, and no First Union employee requested that the Miloses deposit additional funds or collateral into their account. The Miloses later determined that the October 16 printout overstated their account equity by more than $600,000, and that the account actually had an equity percentage under 70% on that day. The Miloses now claim that if they had known that they had to meet the margin call and that First Union would not grant them the November 15 extension, then they would have liquidated some or all of their positions to meet the calls that day.

On Monday, October 19, the stock market collapsed; the Dow Jones Industrial Average dropped an unprecedented 508 points in a single day. The stock market crash did not bode well for the Miloses' short put option positions, and the New York Stock Exchange (NYSE) generated a $1.2 million margin call in the Miloses' account. Later that day, Parillo informed Mr. Milos that Robert Flowers, the president of First Union, wanted to meet with him.

At their meeting the next day, Flowers notified Mr. Milos of the margin call, advised him that the call must be satisfied immediately, and, in the alternative, offered him the opportunity to direct the manner of the account's liquidation. Mr. Milos told Flowers that Parillo had assured him of an extension until November 15 to meet any margin calls. Flowers, in response, told Mr. Milos that Parillo lacked the authority to grant such an extension. Mr. Milos, however, refused to meet the call. The next day, First Union began liquidating the Miloses' account. At the end of the week when First Union had completely liquidated the Miloses' account, the account had a deficiency of $265,500.49. After the Miloses refused to satisfy this deficiency, First Union paid Pershing the debit balance.

First Union's October 1987 statement to the Miloses reflects the $265,500.49 debit balance. On the back of the statement, and in bold print, First Union informed the Miloses that, unless they objected in writing within 10 days, the statement would be deemed an "account stated," an agreement between the parties as to an existing obligation. The Miloses never objected in writing.

On December 16, 1987, First Union brought this action against the Miloses to recover $265,500.49. First Union's complaint alleged three counts: (1) an account stated, (2) an open account, and (3) breach of the Margin and Option Agreements. The Miloses answered with a general denial of liability, and filed a seven-count counterclaim including the claim that First Union violated section 12(2) of the Securities Act of 1933, 15 U.S.C. § 77 l(2) (1988), by making material false representations.

On September 2, 1988, First Union moved to dismiss the counterclaim. The district court found that section 12(2) does not provide relief for false representations in connection with trading in secondary markets and dismissed the section 12(2) count of the counterclaim; it denied, however, First Union's motion to dismiss the other six counts. First Union Brokerage v. Milos, 717 F. Supp. 1519, 1522, 1527 (S.D.Fla. 1989) ( Milos I).

The Miloses, with leave of court, subsequently amended their counterclaim and alleged, in six counts, that First Union (1) violated Fla.Stat. § 517.301 (1989), a state securities anti-fraud statute, by making false representations, (2) committed common law fraud, (3) breached its fiduciary duty, (4) was negligent in providing information to them about their account, (5) breached the Margin Agreement, and (6) violated Fla.Stat. ch. 517.12 (1989), by trading through unlicensed sales people. First Union moved separately for summary judgment on its complaint and on the Miloses' amended counterclaim. On August 13, 1990, the district court granted both motions, see First Union Discount Brokerage Servs., Inc. v. Milos, 744 F. Supp. 1145, 1147 (S.D.Fla. 1990) ( Milos II), and, on July 31, 1991, entered a final judgment awarding First Union damages, interest, attorney's fees, and costs totaling $492,548.26. The Miloses appeal.

II.

Summary judgment is appropriate "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed.R.Civ.P. 56(c); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 2552, 91 L.Ed.2d 265 (1986). We review the district court's grant of summary judgment de novo, see Regan v. U.S. Small Business Admin., 926 F.2d 1078, 1080 (11th Cir. 1991), and review the evidence and draw related inferences in the light most favorable to the Miloses, see Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255, 106 S.Ct. 2505, 2513, 91 L.Ed.2d 202 (1986). We also review the district court's dismissal of the Miloses section 12(2) counterclaim de novo. See United States Fire Ins. Co. v. Caulkins Indiantown Citrus Co., 931 F.2d 744, 747 (11th Cir. 1991). We conclude that the district court properly granted summary judgment in First Union's favor on all claims, and properly dismissed the Miloses' section 12(2) counterclaim.

In part III, we consider the district court's grant of First Union's motion for summary judgment on its complaint, and, in part IV, we consider its grant of the motion to dismiss the section 12(2) claim in the original counterclaim and its grant of the motion for summary judgment on the Miloses' amended counterclaim.

III.

The district court found that the Miloses owed a debt to First Union and granted First Union summary judgment on count one, alleging an account stated, of its complaint. An account stated is a firmly established claim in Florida. See Martyn v. Amold, 36 Fla. 446, 18 So. 791, 793-94 (1895); Raben Builders, Inc. v. First Am. Bank Trust Co., 561 So.2d 1229, 1231 (Fla.Dist.Ct. App. 1990); Merrill-Stevens Dry Dock Co. v. "Corniche Express", 400 So.2d 1286, 1286 (Fla.Dist.Ct.App. 1981); Nicolaysen v. Flato, 204 So.2d 547, 549 (Fla.Dist.Ct.App. 1967). "For an account stated to exist, there must be an agreement between the parties that a certain balance is correct and due and an express or implicit promise to pay this balance." Carpenter Contractors of Am., Inc. v. Fastener Corp. of Am., Inc., 611 So.2d 564, 565 (Fla.Dist.Ct.App. 1992). "[T]he practice of periodic billing in the regular course of dealing may establish an account stated if no objection to the amount of the bill is made within a reasonable time." FDIC v. Brodie, 602 So.2d 1358, 1361 (Fla.Dist.Ct.App. 1992).

First Union mailed the Miloses a monthly Statement of Account covering the period September 26 through October 30, 1987. The statement indicated that the Miloses had a debit balance of $265,500.49, and the reverse side of the statement, in bold print, declared:

This statement will be deemed an account stated unless you advise us in writing of any objection to it within ten days after receipt. Any such objection should be sent to FIRST UNION BROKERAGE SERVICES, INC., at the address on the front of the statement.

The Miloses did not object in writing, and their failure to do so sires an account stated. This, in turn, begets a presumption in First Union's favor that the debit balance was correct. See Martyn, 18 So. at 793-94 ("An account stated . . . establishes prima facie the accuracy and correctness of the items, and, unless, this presumption is overcome by proof of fraud, mistake, or error, it becomes conclusive."); Robert C. Malt Co. v. Kelly Tractor Co., 518 So.2d 991, 992 (Fla.Dist.Ct.App. 1988) (an account stated creates presumption of correctness of amount of debt); Home Health Servs. of Sarasota, Inc. v. McQuay-Garrett, Sullivan Co., 462 So.2d 605, 606 (Fla.Dist.Ct.App. 1985) ("An account stated is prima facie evidence of the correctness of the items it contains and of the liability of a party for those items.").

The Miloses do not dispute that they failed to object in writing to the statement of account. Rather, they argue that First Union is not the real party in interest because Pershing, not First Union, lent them the funds that enabled them to trade on margin. They argue, as they did below, that First Union failed to plead or prove either that Pershing assigned its rights to collect the debit balance in the Miloses' account or that First Union otherwise became equitably subrogated to Pershing's collection rights.

The district court noted that the Miloses first raised this argument in their Memorandum in Opposition to First Union's Motion for Summary Judgment, and it dismissed this argument as untimely. The court held that "if the Milos' had any genuine question whether First Union was the real party in interest entitled to bring this action, it was their obligation to raise such question promptly." Milos II, 744 F. Supp. at 1152. Because First Union is the real party in interest, the question of timeliness is irrelevant.

First Union paid Pershing the full amount of the Miloses' deficiency. The Statement of Account informed the Miloses that First Union had advanced them the money to pay off their obligation to Pershing, and, accordingly, that they were indebted to First Union. Having satisfied the Miloses' obligation to Pershing, First Union could then proceed against the Miloses to recover the funds that it advanced.

Because we hold that the district court properly granted summary judgment for First Union on count one of its complaint, we need not consider the district court's rulings on the remaining two counts of the complaint.

IV.

Having affirmed the district court's grant of summary judgment on First Union's complaint, we turn our attention to the court's rulings in First Union's favor on the Miloses' original and amended counterclaims. In subpart A, we consider count one of the Miloses' original counterclaim, the section 12(2) claim. In subpart B, we discuss counts one through five of the Miloses' amended counterclaim. In subpart C, we address count six of the amended counterclaim, the § 517.12 claim for rescission of trades by unauthorized personnel.

A.

In count one of their original counterclaim, the Miloses alleged that First Union violated section 12(2) of the 1933 Securities Act. Section 12(2) of the 1933 Act provides that any person who

offers or sells a security . . . by means of a prospectus or oral communication, which includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission), and who shall not sustain the burden of proof that he did not know, and in the exercise of reasonable care could not have known, of such untruth or omission, shall be liable to the person purchasing such security from him . . . for damages if [the purchaser] no longer owns the security.

15 U.S.C. § 77 l(2) (1988).

The district court held that section 12(2) does not apply to securities transactions in the aftermarket and dismissed the Miloses' section 12(2) claim. Milos I, 717 F. Supp. at 1522-23. In Ryder International Corporation v. First American National Bank, 943 F.2d 1521, 1530 n. 16 (11th Cir. 1991), we left unresolved whether section 12(2) applies to aftermarket transactions. We now decide that it does not.

The Third Circuit was the first court of appeals to consider whether section 12(2) applies to aftermarket transactions. In Ballay v. Legg Mason Wood Walker, Inc., 925 F.2d 682 (3d Cir.), cert. denied, ___ U.S. ___, 112 S.Ct. 79, 116 L.Ed.2d 52 (1991), investors and their stockbroker sued a full service broker for making certain oral false representations in connection with the recommendation and sale of stock. The court held that section 12(2) does not apply to aftermarket transactions for three reasons.

First, the court determined that section 12(2)'s language limits the section's scope to initial distributions. The court noted "[t]he fact that `oral communication' keeps company with `prospectus' suggests . . . that the more general term be limited to conform to the more restrictive term." Id. at 688. Because Congress clearly defined and intended "prospectus" to relate to initial offerings of securities, see 15 U.S.C. § 77b(10) (1988), the court reasoned that section 12(2)'s admonition against oral false representations is similarly limited to initial offerings.

Second, the court noted that section 12(2) is structurally positioned after sections 11 and 12(1), which respectively govern the registration of securities and create civil liability for sales of unregistered securities, and before section 13, which establishes a limitations period for sections 11 and 12. Id. at 691. Because section 12(2) is sandwiched between sections that deal exclusively with initial distributions, it too must be so limited.

Third, the court rejected the suggestion that the Supreme Court's holding in United States v. Naftalin, 441 U.S. 768, 99 S.Ct. 2077, 60 L.Ed.2d 624 (1979), required application of section 12(2) to the aftermarket. In Naftalin, the Court held that section 17(a) of the 1933 Act applies to transactions in secondary markets. Id. at 771-74, 99 S.Ct. at 2081-82. The Third Circuit rejected this argument by analogy because sections 12(2) and 17(a) have materially distinct language. Ballay, 925 F.2d at 691-92. Rather than containing the phrase "prospectus or oral communication," section 17(a) proscribes conduct employed "directly or indirectly . . . to obtain money or property by means of any untrue statement." 15 U.S.C. § 77q(a) (1988). While section 17(a)'s "directly or indirectly" language is expansive, section 12(2)'s "prospectus or oral communication" language is restrictive.

The Third Circuit concluded that "the language and legislative history of section 12(2), as well as its relationships to sections 17(a) and 10(b) within the scheme of the 1933 and 1934 Acts, compel our conclusion that section 12(2) applies only to initial offerings and not to aftermarket trading." Ballay, 925 F.2d at 693; see also Shapiro v. UJB Fin. Corp., 964 F.2d 272, 287 n. 16 (3d Cir.) ("If defendants were eventually to prove that the shares came from the secondary market, § 12(2) would not apply."), cert. denied, ___ U.S. ___, 113 S.Ct. 365, 121 L.Ed.2d 278 (1992). Although the writings of some courts, see, e.g., Elysian Fed. Sav. v. First Interregional Equity Corp., 713 F. Supp. 737 (D.N.J. 1989); Scotch v. Moseley, Hallgarten, Estabrook Weeden Inc., 709 F. Supp. 95 (M.D.Pa. 1988), and commentators, see, e.g., Therese H. Maynard, Liability Under Section 12(2) of the Securities Act of 1933 for Fraudulent Trading in Postdistribution Markets, 32 Wm. Mary L.Rev. 847 (1991); Adam D. Hirsh, Comment, Applying Section 12(2) of the 1933 Securities Act to the Aftermarket, 57 U.Chi.L.Rev. 955 (1990), counsel otherwise, we are persuaded by the Third Circuit's reasoning and hold that section 12(2) of the 1933 Act does not apply to aftermarket transactions. The district court properly dismissed count 1 of the Miloses' original counterclaim.

B.

In counts one, two, three, and five of their amended counterclaim, the Miloses alleged that First Union violated Fla.Stat. § 517.301 (1989), committed common law fraud, breached its fiduciary duty, and breached the Margin Agreement. We consider together the Miloses' challenge of the district court's grant of summary judgment on these counterclaims because they are all predicated on common allegations of false representation: (1) that the October 16, 1987 printout of the Miloses' account overstated their equity percentage, and (2) that First Union, acting through Parillo, falsely represented that the Miloses need not cure any margin problems in their account until November 15, 1987. In subpart 1, we explain how each claim hinges on these representations, and, in subpart 2, we demonstrate that these foundational representations cannot shoulder the weight of the Miloses' claims. Hence, we conclude that each counterclaim fails.

1.

The Miloses' brought count one of their amended counterclaim under § 517.301. To establish a § 517.301 claim, the Miloses had to prove that, in connection with a securities transaction, they justifiably relied on, and were proximately harmed by, a false representation or omission of material fact negligently made by First Union. See Gochnauer v. A.G. Edwards Sons, Inc., 810 F.2d 1042, 1046 (11th Cir. 1987) (applying Florida law); Merrill Lynch, Pierce, Fenner Smith v. Byrne, 320 So.2d 436, 440 (Fla.Dist.Ct.App. 1975).

In count two, the Miloses alleged that First Union committed common law fraud through its false representations. To establish a claim for common law fraud, the Miloses had to demonstrate that they justifiably relied on a false statement of material fact knowingly made by First Union with the intention of inducing the Miloses to act on it. See Lance v. Wade, 457 So.2d 1008, 1011 (Fla. 1984).

In count three, the Miloses claimed that First Union breached its fiduciary duty by falsely representing the equity percentage in the Miloses' account and the time extension to meet margin calls. As a broker, First Union owed the Miloses a fiduciary duty of care and loyalty. See Gochnauer, 810 F.2d at 1049. The Miloses' allegations of false representation are necessary to their breach of fiduciary duty claim.

In count five, the Miloses alleged that First Union breached the Margin Agreement in two ways; first, by refusing to honor Parillo's representation of an extension until November 15 to cure any margin problems, and second, by providing false printout information. The pleadings do not explain how the Miloses hoped to concoct a breach of contract claim from these allegations. With considerable generosity, we suppose that they could slip Parillo's representation into paragraph two of the Margin Agreement which subjects First Union's transactions to "the constitution, rules, regulations, customs and usages of the exchange or market and its clearing house." The second allegation presumes that First Union was responsible for Pershing's printouts.

2.

As noted, the Miloses complain of two core representations and urge us to consider them false and fraudulent, to wit, (1) the representation in the October 16 account printout of their equity percentage, and (2) the representation that First Union would give the Miloses until November 15 to cure any margin problems. Neither representation sufficiently supports the Miloses' counterclaims.

The first allegedly false representation is the October 16 account printout's overstatement of the Miloses' equity percentage. The Miloses contend that sometime after the initiation of this suit, they discovered that their equity percentage on October 16 was actually less than that reflected in that day's printout. Even if true, this is of no moment. The record is clear that Pershing, not First Union, generated the account printouts. First Union simply gave the Miloses, upon their request, precisely what Pershing provided. Pershing, not First Union, was responsible for any errors in the printouts.

The second allegedly false representation was that First Union would extend the time by which the Miloses had to cure their margin problems to November 15, 1987. As far as the Miloses seem to be concerned, First Union could not compel them to satisfy any margin calls until the middle of November; end of story. Indeed, the Miloses have never explained what First Union's representation meant, and we are left to ruminate on the possibilities. Two alternatives come to mind. The Miloses could not have justifiably relied upon either.

First, the representation could have meant that First Union would prevent any margin call from reaching the Miloses, presumably by manhandling any securities exchange or other entity that sought to issue one. This interpretation is absurd, starkly contravenes public policy, see 12 C.F.R. § 220.4(c)(3)(i) (1992) ("A margin call shall be satisfied within 7 business days after the margin deficiency was created or increased."), and cannot possibly constitute the essence of the representation.

Further, the Miloses could not have justifiably relied on the representation because, when initially made by Parillo on September 15, 1987, it predated and conflicted with the clear language of the Margin and Option Agreements that provided First Union and Pershing with full discretion to liquidate the Miloses' account without notice. We seriously doubt that the Miloses — and Mr. Milos in particular because he is a sophisticated investor — could justifiably rely on the extension representation after September 22, 1987, the day the Miloses signed the written agreements. Cf. Acme Propane, Inc. v. Tenexco, Inc., 844 F.2d 1317, 1322-23 (7th Cir. 1988); Kennedy v. Josephthal Co., 814 F.2d 798, 804-05 (1st Cir. 1987). In no event could the Miloses have justifiably relied on the extension representation after October 20, 1987, when Flowers unequivocally repudiated it and compelled Mr. Milos, under threat of liquidation, to satisfy the margin call.

Second, the representation could have meant that, if a margin call was issued during the relevant time period, First Union would temporarily cover the Miloses' margin obligations, thereby loaning the Miloses money, and expect the Miloses to repay their ensuing debt on November 15, 1987. This alternative is as implausible as the first. Margin requirements regulate the amount of credit that brokers may extend to their customers to prevent brokers from lending too much money. See Pompano-Windy City Partners, Ltd. v. Bear Stearns Co., Inc., 794 F. Supp. 1265, 1275 (S.D.N.Y. 1992) ("The purpose of margin call rules is to protect brokers from the risks associated with insufficiently secured accounts, and to prevent customers from carrying vast exposure in their accounts without adequate capital to cover their positions."); Sherman v. Sokoloff, 570 F. Supp. 1266, 1270 n. 14 (S.D.N.Y. 1983) ("[T]he central purpose of margin calls [is] to protect the broker, not to give notice to the customer about the result of trading.").

By permitting the Miloses to trade on margin in the first instance, First Union already extended considerable credit. The market's October 1987 flirtation with austerity engendered a substantial deficiency in the Miloses' account. Hence, the margin call. On October 20, 1987, the Miloses' account could not support the then existing level of extended credit; it certainly could not sustain extension of additional credit. In essence, the Miloses want us to hold that they could rely on First Union breaching its duty — to itself as an institution and to its other customers — to issue and enforce the margin call. This we refuse to do.

In Prudential-Bache Securities, Inc. v. Stricklin, 890 F.2d 704 (4th Cir. 1989), the Fourth Circuit contemplated another put option investor's efforts to resist paying the brokerage house that loaned him the funds on margin that he lost in the October 1987 market crash. Like the Miloses, Stricklin had signed a contract granting the brokerage house discretion to liquidate his account without notice for its protection. One hour after notifying Stricklin of the need for additional margin, the brokerage house closed out his securities positions and bought back all of the put options that he had written. When the brokerage house sued to recover the $100,000-plus deficiency in Stricklin's account, Stricklin counterclaimed that it had wrongfully terminated his positions without the usual 24-hour notice. The court rejected this counterclaim. Justice Powell, sitting by designation, explained that

A brokerage house should not have to risk a nearly unlimited amount of its own funds while waiting 24 hours to see if a client can meet a margin call. . . . [The investor's] argument is essentially that, if [the brokerage house] had "loaned" him more money by allowing him to trade without investing any more of his own funds, he could have . . . eliminated his debt. This sounds suspiciously like the gambler who is $100,000.00 in debt to the casino arguing that he should not be liable for the debt because if it had just let him borrow another $50,000.00 he would have won the very next hand of poker. As a matter of law, once [the investor] was in debt to [the brokerage house], [the brokerage house] had no duty, contractual or otherwise, to lend [the investor] even more money.

Id. at 707. The Miloses similarly contend that First Union should have put more of its funds at risk to buoy the Miloses' trading strategy despite the stock market crash. We simply disagree.

Finally, the Miloses suffered no injury from their alleged reliance on the representation that they need not cure their margin problems until November 15. In "reliance" on Parillo's promise, the Miloses merely maintained their First Union account. After the market crashed, it was too late for the Miloses to resurrect their fallen securities positions. The Miloses losses were the market's doing, not a result of their reliance on the extension until November 15.

The district court properly granted First Union summary judgment on counts one through five of the Miloses' amended counterclaim.

C.

In count six of their counterclaim, the Miloses claimed that Geraldine Daras, a First Union employee who was not registered as a broker in Florida, placed several securities orders in violation of Fla.Stat. § 517.12, and they sought rescission under Fla.Stat. § 517.211 (1989). Section 517.12 provides that "[n]o dealer, associated person, or issuer of securities shall sell or offer for sale any securities . . . unless the person has been registered." Section 517.211(1) provides that

Every sale made in violation of . . . s. 517.12 may be rescinded at the election of the purchaser . . . or, if the purchaser has sold the security, to pay the purchaser an amount equal to the difference between the amount paid for the security and the amount received by the purchaser on the sale of the security.

The Miloses have not identified a single securities trade placed by Daras or any other unregistered First Union employee for which rescission or damages could be granted. Hence, there is nothing to rescind. Nor is there any particular transaction from which damages may be discerned. Accordingly, the district court properly granted summary judgment for First Union on this count.

V.

We hold that the district court properly dismissed the section 12(2) count in the Miloses' original counterclaim, and granted summary judgment in favor of First Union on its complaint and the Miloses' amended counterclaim. Accordingly, we affirm.

AFFIRMED.