Definitions for Oregon Securities Law
Source:
Section 59.015 — Definitions for Oregon Securities Law, https://www.oregonlegislature.gov/bills_laws/ors/ors059.html
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Notes of Decisions
Sale of “Dare to be Great” contracts, consisting of series of tapes and group sessions in addition to franchise under which buyer could sell contracts, is “investment contract” covered by Oregon Blue Sky Law. Hurst v. Dare to be Great, Inc., 474 F2d 483 (1973)
Under the “risk capital” test, sales of memberships in a travel club did not constitute “investment contracts,” and were therefore not subject to registration requirements, since initial capital used to initiate club operations was not provided by memberships sold in Oregon. Jet Set Travel Club v. Corp. Commr., 21 Or App 362, 535 P2d 109 (1975)
Sales and leaseback of an apartment complex was an investment contract within the meaning of paragraph (13) (a). Bergquist v. Intl. Realty, Ltd., 272 Or 416, 537 P2d 553 (1975)
The sale of a “fractional interest” in a racehorse is an “investment contract” within the meaning of this section when the purchaser expects to derive a profit to be created solely through the efforts of other persons. Marshall v. Harris, 276 Or 447, 555 P2d 756 (1976)
A limited partnership interest is a “security” subject to the anti-fraud provision of the Oregon Securities Law. Pratt v. Kross, 276 Or 483, 555 P2d 765 (1976)
Transaction whereby plaintiff paid $6,000 to defendant and took back promissory note in defendant’s corporation, with agreement that plaintiff would have option to convert note to 50% interest in new corporation plus 25% interest in defendant’s corporation, constituted “option for the sale of ... a security.” Foelker v. Kwake, 279 Or 379, 568 P2d 1369 (1977)
Transactions in investment scheme which involved Treasury bill “straddles” in which assets of scheme promoter and investors were intermingled, were investment contracts and therefore securities under this section. Black v. Corporation Division, 54 Or App 432, 634 P2d 1383 (1981)
Where investors in land sale scheme did not anticipate playing any significant role in dividing land, recruiting other investors, rezoning or resubdividing the land or obtaining purchasers for resale of property and they executed agreement conferring general management powers on defendant, participatory undivided interests sold by defendant were “investment contracts.” State v. Jacobs, 55 Or App 406, 637 P2d 1377 (1981), Sup Ct review denied
Where plaintiffs purchased gold and silver coins from defendant, coins could be picked up on demand and plaintiffs understood that any profit would depend upon market and not on efforts of defendant, there was neither common enterprise nor expectation of profit to be made through management and control of others and so there was no investment contract within the meaning of this section. Jost v. Locke, 65 Or App 704, 673 P2d 545 (1983), Sup Ct review denied
Facts existed in record for jury to find that transaction in which plaintiff agreed to loan capital for production of film where loan would be repaid or, alternatively, plaintiff would have option to take equity in film was investment contract under this section. Computer Concepts Inc. v. Brandt, 310 Or 706, 801 P2d 800 (1990), Sup Ct review denied
Sales-leaseback agreement providing for above-market rent did not intertwine profits and losses so as to place agreement in category of security. Almaden Plaza Assoc. v. United Trust Fund Ltd. Partnership, 123 Or App 372, 860 P2d 289 (1993), Sup Ct review denied
Agreement in which shares of stock in newly formed company are apportioned among parties for value given is sale of securities. Towery v. Lucas, 128 Or App 555, 876 P2d 814 (1994)
Buyer of securities is not under constructive notice of recorded lien on company assets. Towery v. Lucas, 128 Or App 555, 876 P2d 814 (1994)
Law Review Citations
68 OLR 890 (1989)