Brock v. Hines

'Opinion by MAXEY, C. This case turns on the question of whether the transaction between the plaintiff and the defendant comes within the purview of what is known as the Blue Sky Law, being chapter 49 of Session Laws of 1919. The plaintiff contends that the transaction between him and the defendant, as shown by the pleadings and the exhibits in the case, comes clearly within the provision of said chapter 49, Session Laws 1919. The defendant contends that it does not come within the provisions of the law. The trial court held that it did, and that is the question presented to this court. The first section of *149 saia act known as the Blue Sky Law is as follows: “The term ‘securities’ as used in this act shall be taken to mean stock certificates, shares, bonds, debentures, certificates of participation, membership contracts, contracts or bonds for the sale and conveyance of land on deferred payments or installment plan, or other instrument in the nature thereof by whatsoever name know* or called and including the capital stock of any and all corporations offering the same for sale. The term ‘speculative securities’ as used in this act shall be taken to mean and include: (1) All securities to promote or induce the sale of which, profit, gain or advantage unusual in the ordinary course of legitimate business is in any way advertised or promised; (2) all securities for promoting the sale of which a commission of more than ten per cent, is offered or paid; (3) all securities into the specified par value of which the element of chance or hazard of speculative profit or possible loss equal or predominate over the element of reasonable certainty, safety and investment; (4) all securities the value of which materially depends on proposed or promised future promotion or development rather than on present tangible assets and conditions; (5) the securities of any enterprise, association, partnership or corporation, which has included or proposes to irclude in its assets as a mau-.xial part thereof, patents, formula, good will, promotion, or intangible assets, or which has issued or proposes to issue a material part of its securities in -payment for formula, patents, good will, promotion or intangible assets; (6) securities made or issued in furtherance of promotion of any enterprise or scheme for the sale of unimproved or undeveloped land on any payments or installment plan, when such lands are not situated in the state of Oklahoma and the value of such securities materially depend on the future performance of any stipulation by the promoters of such enterprise to furnish irrigation or transportation facilities, or other value enhancing utility or' improvements. The term ‘speculative enterprise’, as used in this act shall be taken to mean any business undertaking, project, venture oi- activity for the promotion of furtherance of which ‘speculative, securities’ as herein defined, are made, issued, sold or offered for sale. For the purpose of carrying out the provisions of this act, there is hereby created a Commission, to be known as the State Issues Commission, composed of the Bank Commissioner, who shall be chairman thereof, the Secretary of State and State Auditor. The said commission shall have authority to appoint with- the approval of the Governor, a secretary, who shall receive a salary of $2,500 per annum, payable monthly.” Section 2 of said chapter makes it unlawful to sell, or offer for sale, or attempt to sell speculative securities; and section, 3 provides for obtaining a permit to sell from the Issues Commission. . The plain and evident purpose' of this statute is to prevent what is called “fly-hy-night concerns,” or “get-rich-quick schemes," which are sold to unsuspecting — oft-times ignorant and inexperienced individuals. That is a fraud, and for the protection of just such people that are too ignorant or inexperienced to protect themselves. This statute so far as we have been able to learn has not been construed by this court. The Criminal Court of Appeals, in the case of Hornaday et al. v. State, decided June' 30, 1922, not yet officially reported, 208 Pac. 228, says: “The purpose of this statute, as gathered from the title considered together with the context of the act, appears to be two-fold: First, to prevent stock brokers and promoters from perpetrating frauds and impositions on unsuspecting investors in hazardous undertakings; second, to protect credulous and incompetent persons from their own inclinations to speculate in hazardous enterprises, entered into on their own account or on the advice of friends, though not brought about by interested promoters or stock brokers. “The objects, then, are to prevent fraud and unfair dealing in securities, as well as to- prevent honest people, free from sinister influences, from investing in uncertain, ephemeral, ‘get-rich-quick’ stocks and securities.” Again, Corpus Juris, in defining “Blue Sky Law,” says: “A popular name for acts providing for the regulation and supervision of investment companies, a law intended to stop the sale of stock in fly-by-night concerns, visionary oil wells, distant gold mines, and other like fraudulent exploitations.” 8 Corpus Ju-ris, page 1130. A great many of the states of the Union have passed laws similar to chapter 49, Session Laws of 1919. and the questions have been before the courts of various states and the federal courts, including the Supreme Court of the United States. Its constitutionality is established by decisions of the Supreme Court of the United States and various states in which such laws have been enacted. The courts place it on the grounds that it is a proper police regulation for the states the same as laws requiring the inspection of meat before it is placed on sale and the inspection of milk from dairies before placing it on sale, and various other regulations. But the case of Hornaday et al. v. State, supra, is the *150 only case that has reached the appellate courts of this state. Elliott on Contracts, 1913-1923 ’ Cumulative Supplement, section 2793, discusses the Blue Sky Law and cites cases where various provisions of it have been construed. American Law Reports Annotated Report, volume 15, page 262, under the head of Annotated Blue Sky Law. The eases up to that time are collated and' annotated, and also in American Law Reports, Annotated, volume 24. page 523, will he found a collation of authorities of all of the different provisions of the Blue Sky Law in the different states and makes an interesting brief on the construction of the various provisions of the law. It would require too much time and space in this opinion to review the authorities construing the different section of the law, and we will content ourselves with pointing out where the authorities can be found. The plaintiff in error insists that there was a question of fact raised by the pleadings that should have been passed on by the court or jury, and that it was error for the court to enter judgment on the pleadings. Aside from the question as to whether the contract pleaded by plaintiff and admitted by defendant of itself constitutes a violation of the Blue Sky Law (a question we do not now decide), we feel that the court should have heard the testimony on the allegations of fraud in the petition, and under our view of the general law. there is enough alleged in the petition, if true to have warranted the court in setting aside the deed and restoring the real estate described therein to the plaintiff, and we think the court Should have tried the ease cn its merits, and then, without waiving the question of whether or not the transaction comes within the Blue Sky Law, the whole case could have come up to this court and been tried. The case of Mandler v. Rains, 70 Oklahoma, 174 Pac. 240, is a case involving fraudulent contract of sale of real estate in which the court held the contract void for fraud in the procurement. The case of Mann v. Brady, 80 Okla. 299, 196 Pac. 346, is another case involving a contract to sell certain lands in which the question of fraud was involved and passed on by the court. Numerous other cases from this court setting aside contracts on the ground of misrepresentation, deceit, and fraud can be found and applied. ' We are of the opinion that it was error for the trial court to have entered judgment on the pleadings, and for that error the case should be reversed and remanded to the trial court to set aside the judgment heretofore rendered and granting new trial. By the Court: It is so ordered.