placement agent who acted as seller's agent in making misrepresentations in a private placement memorandum and in the placement and offering of bonds, and who dealt directly with plaintiffs in doing so, was a "seller” within the meaning of the TSA; "one who ‘offers or sells’ a security is not limited to those who pass title,” and "seU” is defined by the statute "as any act by which a sale is made, including a solicitation to sell, an offer to sell, or an attempt to sell”
How later courts described this case
- placement agent who acted as seller's agent in making misrepresentations in a private placement memorandum and in the placement and offering of bonds, and who dealt directly with plaintiffs in doing so, was a "seller” within the meaning of the TSA; "one who ‘offers or sells’ a security is not limited to those who pass title,” and "seU” is defined by the statute "as any act by which a sale is made, including a solicitation to sell, an offer to sell, or an attempt to sell”
- “To be material, a misrepresentation or omission must have influenced the buyer’s actions to the extent that the buyer would not have entered into the transaction had the representation not been made.”
- setting out the factors under Restatement sections 6, 145, and 148 but not applying them individually
- “When there are multiple plaintiffs, the choice of law must be made on an individual basis.”
Written by the judges who cited it.
The opinion
*311 BLEIL, Justice,
concurring.
I agree that there are fact issues raised by the summary judgment evidence and that the summary judgment should not have been granted. Having said that, I decline to join in those sections of the Court’s opinion entitled “PLAINTIFFS’ WARRANTIES,” “BREACH OF FIDUCIARY DUTY AND CONSTRUCTIVE FRAUD,” and “CHOICE OF LAW” because I do not believe those sections are necessary for the proper disposition of this appeal. Thus, I join in reversing the judgment and remanding the cause for trial.