Securities Regulation Keyed to Coffee
Gustafson v. Alloyd Company, Incorporated
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The sole shareholders of Alloyd, Inc., a producer of plastic packaging and heat sealing machinery, were Gustafson and two other persons. In 1989, investors now known as Alloyd Co. committed to buy out Gustafson and the coshareholders. As a result of the doubts regarding the present financial status of Alloyd Co, the agreement stipulated that if assessments failed to be true, when new numbers were available, the party that was dissatisfied was allowed an alteration.Alloyd Co. was eligible to receive $815,000 a year later under this clause, but opted to bring suit in district court to withdraw the agreement under § 12(2) of the Securities Act of 1933. Even though Gustafson paid the adjustments, Alloyd Co. persevered, alleging that the contract of sale was a “prospectus” so that any mistakes in it would permit § 12(2) liability. Depending on a Third Court ruling, the district courtgranted Gustafson’s summary judgment motion, holding that § 12(2) claims cannot come from secondary sales, only from IPOs. Reading the Act’s § 2(10) description of “prospectus” to include any communication offering of securities for sale,the Seventh Circuit reversed. The Supreme Court granted certiorari to solve the disagreement.
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