ORS 59.135
Fraud and deceit with respect to securities or securities business

It is unlawful for any person, directly or indirectly, in connection with the purchase or sale of any security or the conduct of a securities business or for any person who receives any consideration from another person primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise:

(1)

To employ any device, scheme or artifice to defraud;

(2)

To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading;

(3)

To engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person; or

(4)

To make or file, or cause to be made or filed, to or with the Director of the Department of Consumer and Business Services any statement, report or document which is known to be false in any material respect or matter. [1967 c.537 §14]

Source: Section 59.135 — Fraud and deceit with respect to securities or securities business, https://www.­oregonlegislature.­gov/bills_laws/ors/ors059.­html.

Notes of Decisions

The fraud provisions of this section apply to all sales of securities, not merely those subject to the registration requirements. Chester v. McDaniel, 264 Or 303, 504 P2d 726 (1972)

This section does not provide for a private right of action. Financial Programs, Inc. v. Falcon Financial Serv., Inc., 371 F Supp 770 (1974)

There was no evidence from which the jury could find that the defendants violated this section. Berki v. Reynolds Securities, Inc., 277 Or 335, 560 P2d 282 (1977)

Evidence was sufficient to show that brokerage firm did not engage in business so as to operate a fraud or deceit on investor, his guardian, or his spouse. Ryan v. Foster & Marshall, Inc., 556 F2d 460 (1977)

Even though this section makes it illegal for any person to defraud another in connection with purchase or sale of any security, ORS 59.115 provides a civil remedy only to purchasers of securities. Held v. Product Manufacturing Co., 286 Or 67, 592 P2d 1005 (1979)

For misrepresentation or nondisclosure of facts in proxy statement to be actionable, the misrepresentation or nondisclosure must be material under standard specified by Supreme Court in TSC Industries, Inc. v. Northway, Inc., 426 U.S. 438 (1976). Beebe v. Pacific Realty Trust, 578 F Supp 1128 (1984)

Where Oregon Supreme Court has refused to imply remedy for sellers under ORS 59.115, federal circuit court referred to imply remedy against brokers for violation of this section. Nesbit v. McNeil, 896 F2d 380 (9th Cir. 1990)

Violations of subsections (1), (2) or (3) under this section refer to acts that are committed with “scienter,” that is, that defendants acted with guilty state of mind when defendants made misrepresentations on which plaintiff relied. State v. Marsh & McLennan Companies, Inc., 353 Or 1, 292 P3d 525 (2012)

Law Review Citations

68 OLR 895 (1989); 37 WLR 335 (2001)

59.005
Short title 59.015
Definitions for Oregon Securities Law 59.025
Securities exempt from registration 59.035
Transactions exempt from registration 59.045
Authority of director to deny, withdraw or condition exemptions 59.049
Federal covered securities exempt from registration 59.051
Statutory references to federal law 59.055
Conditions of offer and sale of securities 59.065
Registration procedures 59.070
Amended registration application 59.075
Registration by director 59.085
Conditions imposed on registration 59.095
Approval of plan to issue securities in exchange for other securities, claims or property 59.105
Denial, suspension or revocation of registration 59.115
Liability in connection with sale or successful solicitation of sale of securities 59.125
Effect of notice of offer to repay purchaser 59.127
Liability in connection with purchase or successful solicitation of purchase of securities 59.131
Effect of notice of intent to return unlawfully purchased security 59.135
Fraud and deceit with respect to securities or securities business 59.137
Liability in connection with violation of ORS 59.135 59.145
Effect of notice filing, registration or license 59.155
Director is agent for service of process 59.165
Licensing of broker-dealers, investment advisers and salespersons required 59.175
Procedures for notice filing and licensing 59.185
Expiration of license 59.195
Licensees to keep records 59.205
Grounds for denying, suspending, revoking or imposing condition or restriction on license 59.215
Action against applicant or licensee for act or omission of associate 59.225
Cancellation of license or application 59.235
General supervision over persons dealing in securities 59.245
Investigations 59.255
Enjoining violations 59.265
Procedure when assets or capital of broker-dealer or investment adviser found impaired 59.275
Burden of proof 59.285
Rules 59.295
Notice of orders 59.305
Judicial review of orders 59.315
Oaths and subpoenas in proceedings before director 59.325
Certified copies of documents 59.331
Scope of Attorney General powers 59.335
Application of certain sections 59.345
When offer to sell or buy is made in this state 59.350
Treatment of certain transactions 59.355
Corporations subject to other laws 59.365
Common-law and statutory rights not limited 59.370
Limitation on liability for good faith act or omission 59.451
Prohibition against filing false statement by person under investigation or examination 59.480
Definitions for ORS 59.480 to 59.505 59.485
Required reporting by certain securities professionals of suspected financial exploitation 59.490
Notifications to third parties 59.495
Delay of disbursements 59.500
Limitation on liability 59.505
Provision of records to law enforcement and certain state agencies 59.535
Definitions for ORS 59.535 to 59.585 59.540
Registration in beneficiary form 59.545
Registration in beneficiary form 59.550
Origination of registration in beneficiary form 59.555
Form of registration in beneficiary form 59.560
Effect of registration in beneficiary form 59.565
Ownership on death of owner 59.570
Protection of registering entity 59.575
Nontestamentary transfer on death 59.580
Terms, conditions and forms for registration 59.585
Short title 59.710
Definitions for ORS 59.710 to 59.830 59.720
Application of ORS 59.710 to 59.830 to real estate contracts and brokers 59.730
Making contract involving securities without intending a bona fide sale or purchase 59.740
Conducting bucket shop or repeatedly making forbidden contracts 59.750
Receipt or communication of prices for purpose of forbidden contract 59.760
Reporting false sale of securities with intent to deceive 59.770
Manipulating market by pretended sales 59.780
Broker’s trading against customer’s order 59.790
Insolvent broker-dealer receiving securities from customer 59.800
Pledge or sale by broker-dealer of customer’s securities 59.810
Delivery to customer of true statement of purchase or sale made by broker 59.820
Actions against corporation for second violation 59.830
Self-incrimination by witness 59.991
Criminal penalties for ORS 59.005 to 59.505 and 59.710 to 59.830 59.995
Civil penalties for ORS 59.005 to 59.505 and 59.710 to 59.830
Green check means up to date. Up to date

Current through early 2024

§ 59.135’s source at oregon​.gov