concurring, in part, and dissenting, in part.
I agree with, and concur in, part II-A of the majority’s opinion reversing the district court’s grant of summary judgment with respect to Brown’s state registration claim on NSMIA preemption grounds. I also agree with, and concur in, part II-C of the majority’s opinion affirming the district court’s grant of summary judgment with respect to all of Brown’s claims against Defendant Lincoln Financial Ad-visors Corporation.
*923However, I respectfully dissent from the majority’s opinion in part II-B in which the majority reverses the grant of summary judgment as to Brown’s securities fraud claim against Defendant Jeffrey Vaughn. Although I agree with the majority that Brown has introduced sufficient evidence of scienter and loss causation — • two of the three requisite elements of a securities fraud claim at issue in this case — I do not believe that Brown has introduced sufficient evidence to establish reasonable reliance, and this failure is fatal to his securities fraud case.1
By way of preface to my analysis of Brown’s arguments supporting his purported reasonable reliance, I am reminded of a verse from Simon and Garfunkel’s 1969 classic song, “The Boxer”:
I have squandered my resistance
For a pocketful of mumbles
Such are promises
All lies and jests.
Still a man hears what he wants to hear
And disregards the rest.2
Such is the nature of Mr. Brown’s reliance, in my view. But beyond Paul Simon’s insights into human failings, I also rely upon well-established precedent. In assessing whether a plaintiffs alleged reliance was reasonable, “the entire context of the transaction, including factors such as its complexity and magnitude, the sophistication of the parties, and the content of any agreements between them” must be considered. Emergent Capital Inv. v. Stonepath Group, Inc., 343 F.3d 189, 195 (2nd Cir.2003). Although the majority enumerates the various factors for consideration which we delineated in Wright v. National Warranty Co., L.P., 953 F.2d 256, 261 (6th Cir.1992), see majority opinion at pages 15-16, it neglects to discuss any of these factors, and instead, finds only that the non-reliance clause in the subscription agreement executed by Plaintiff was insufficient in and of itself to show non-reliance.
In my view, applying the factors set forth in Emergent Capital and Wright, Brown’s “reliance” is not only not reasonable, it is virtually non-existent beyond the fact that Vaughn made the representations to him — a fact which by itself is simply not sufficient as a matter of law.
The record here demonstrates that Brown, by his own statement, was a sophisticated businessman who founded a marketing research firm that he sold for $22 million. He had a great deal of prior investment experience, multiple brokerage accounts, and the ability to assess risk. Importantly, he had substantial prior experience with private placement investments which demonstrated his knowledge of their high risk profile. [See Brown 8/30/04 Dep., pp. 24-30.] He testified that before making private placement investments he consulted with both his attorney and his accountant. He also testified that before investing in Earthboard he consulted with two of his financial advisors. He had no prior business relationship with Defendant Vaughn; the two had only a friendly relationship based on Indiana basketball and occasional golf outings, and the few times they dined together with their families.
*924Brown admitted in his deposition that he knew that none of Vaughn’s information about Earthboard was firsthand, that Vaughn was not personally involved in any merger negotiations, and that Vaughn was simply reporting what Jeffreys had told him. [See Brown 10/19/04 Dep., pp. 129-30.] Brown further admitted that he had access to any information about Earth-board that he wanted and that neither Vaughn nor anybody else prevented him from investigating Earthboard. Id. pp. 159-62. Where a plaintiff has equal access to information but simply fails to inquire for himself, his claimed reliance is not reasonable or justifiable. See Aschinger v. Columbus Showcase Co., 934 F.2d 1402, 1410-11 (6th Cir.1991), citing Dupuy v. Dupuy 551 F.2d 1005, 1014 (5th Cir.1977) (“[o]nly those who have pursued their own interests with care and good faith should qualify for the judicially created private 10b-5 remedies.”) This should certainly be even more true for a sophisticated investor such as Brown.
Brown’s deposition testimony, however, is not the only evidence that belies his claim of reasonable reliance; he also signed an Earthboard Subscription Agreement that warned him that the investment involved a “high degree of risk” and he categorically acknowledged that in making the investment, he “relied solely upon independent investigations made by [himself] and by no other third party.” [See 2/2&/02. Subscription Agreement, pp. 1, 2], He also checked the box on the Subscription Agreement indicating that he had knowledge and experience in financial and business matters and in private placement investments and that he was capable of evaluating the merits and risks of an investment in the shares. Id. at p. 2. We held in Wright v. National Warranty Co., supra, 953 F.2d at 260, that a securities fraud plaintiff is bound by statements made in a subscription agreement. See also Rissman v. Rissman, 213 F.3d 381, 383 (7th Cir.2000) (“Securities law does not permit a party to a stock transaction to disavow such representations — to say, in effect, ‘I lied when I told you I wasn’t relying on your prior statements’ and then to seek damages for their contents.”) (citing Carr v. CIGNA Sec., Inc., 95 F.3d 544, 547 (7th Cir.1996) (plaintiff bound by non-reliance statements in subscription agreement.))
For the foregoing reasons, I believe the record here amply supports a determination that Plaintiff failed to establish reasonable reliance and, therefore, I would affirm the district court’s grant of summary judgment on the securities fraud claim on this alternative basis.
. Although the district court did not address the reliance issue, the issue was fully briefed and argued before both the district court and this court. In ruling on a district court’s grant of summary judgment, an appellate court does not have to rely on the same reasons that persuaded the lower court. See City Mgmt. Corp. v. U.S. Chem. Co., 43 F.3d 244, 251 (6th Cir.1994) (an appellate court may affirm a decision of the district court if that decision is correct for any reason, including a reason not considered by the district court); see also Airline Prof'ls Ass'n of Int’l Bhd. of Teamsters, Local Union No. 1224, AFL-CIO v. Airborne, Inc., 332 F.3d 983, 986 (6th Cir.2003).
. "The Boxer”, ©1968 Paul Simon.