# Securities and Exchange Commission v. W. J. Howey Co.

> Supreme Court of the United States · October 14, 1946 · 328 U.S. 293

URL: https://www.frixlaw.com/law-library/cases/9419836

## Case

- **Full name:** SECURITIES & EXCHANGE COMMISSION v. W. J. HOWEY CO. Et Al.
- **Court:** Supreme Court of the United States
- **Decided:** October 14, 1946
- **Citations:** 328 U.S. 293; 66 S. Ct. 1100; 90 L. Ed. 1244; 1946 U.S. LEXIS 3159
- **Precedential status:** Published
- **Opinion:** Dissent by Frankfurter
- **Judges:** Murphy, Frankfurter, Jackson
- **Cited by:** 1,540 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/9419836

## How later opinions describe it (automated extraction)

- holding, in the context of § 10(b), that Court's conclusion that land sales and service contracts amounted to an "investment contract" was "unaffected by the fact that some purchasers choose not to accept the full offer of an investment contract by declining to enter into a se…
- explaining that the investment contract definition “embodies a flexible rather than a static principle, one that is capable of adaptation to meet the countless and variable schemes devised by those who seek the use of the money of others on the promise of profits”
- explaining Securities Act's definition of security "embodies a flexible rather than a static principle, one that is capable of adaptation to meet the countless and variable schemes devised by those who seek the use of the money of others on the promise of profits"
- holding that an investment contract is defined under the Securities Act as a contract transaction, or scheme involving the investment of money in a common enterprise with profits to come solely from the efforts of the promoter or a third party
- finding, in connection with grant of summary judgment in the SEC’s favor that it was of no consequence that not all of the coin purchasers deposited them in the protocol that was part of the “investment contract”

## Opinion text

Mr. Justice Frankfurter,
dissenting.
“Investment contract” is not a term of art; it is a conception dependent upon the circumstances of a particular situation. If this case came before us on a finding authorized by Congress that the facts disclosed an “investment contract” within the general scope of § 2 (1) of the Securities Act, 48 Stat. 74,15 U. S. C. § 77b (1), the Securities and.Exchange Commission’s finding would govern, unless, on the record, it was wholly unsupported. But *302 that is not the case before us. Here the ascertainment of the existence of an “investment contract” had to be made independently by the District Court and it found against its existence. 60 F. Supp. 440 . The Circuit Court of Appeals for the Fifth Circuit sustained that finding. 151 F. 2d 714 . If respect is to be paid to the wise rule of judicial administration under which this Court does not upset concurrent findings of two lower courts in the ascertainment of facts and the relevant inferences to be drawn from them, this case clearly calls for its application. See Allen v. Trust Company of Georgia, 326 U. S. 630 . For the crucial issue in this case turns on whether the contracts for the land and the contracts for the management of the property were in reality separate agreements or merely parts of a single transaction. It is clear from its opinion that the District Court was warranted in its conclusion that the record does not establish the existence of an investment contract:
“. . . the record in this case shows that not a single sale of citrus grove property was made by the Howey Company during the period involved in this suit, except to purchasers who actually inspected the property before purchasing the same. The record further discloses that no purchaser is required to engage the Service Company to care for his property and that of the fifty-one purchasers acquiring property during this period, only forty-two entered into contracts with the Service Company for the care of the property.” 60 F. Supp. at 442 .
Simply because other arrangements may have the appearances of this transaction but are employed as an evasion of the Securities Act does not mean that the present contracts were evasive. I find nothing in the Securities Act to indicate that Congress meant to bring every innocent transaction within the scope of the Act simply because a perversion of them is covered by the Act.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9419836. Public record. Not legal advice.