KELLY, Justice.
These cases both arise out of the same set of facts and raise the issue of whether or not equitable estoppel is a defense in an action for rescission of the sale of securities sold in violation of Minn.St.1971, c. 80, the Minnesota Blue Sky Law.1 We conclude [361]*361that equitable estoppel is a defense and accordingly we reverse Logan v. Panuska and affirm Krueger v. Panuska.
Bradford’s Inc. operated a restaurant and on-sale liquor facility known as Bradford’s. The corporation was originally owned by Charles Howard and defendant Harold Pa-nuska. The shares which evidenced their ownership were not registered in accordance with Minn.St.1971, §§ 80.08 or 80.09.
In 1969, a dispute arose, and Mr. Howard thereafter agreed to sell his shares. The defendant made arrangements for 13 other investors, including the plaintiffs in these actions, to purchase Howard’s investment.2 In neither case did the trial court find that defendant had misrepresented the financial condition of Bradford’s to any investor, or failed to inform him thereof. In fact, the evidence mainly shows that the investors went in with eyes open. For instance, plaintiff Clerkin at trial affirmed an earlier deposition in which he had testified that he knew of Bradford’s money problems, but that he thought good management could turn them around. The sales were arranged over eight months and an escrow account was used to hold the funds prior to their being paid out to Howard. Defendant made no profit on the sale of Howard’s stock. Because a liquor license could not be held by some of the new investors,3 defendant apparently held all the shares for the benefit of the investors. Investors received no shares of stock evidencing their ownership until the business had already failed.
After they had invested, many of the plaintiffs in both cases participated extensively in the management of the business. For example, John Logan,4 who was spokesman for the group of investors that included plaintiffs Joyce, Clerkin, and Ryan, was first vice president of the corporation and was also a director. He was involved in the day-to-day control of kitchen operations, and had access to the restaurant’s locked liquor vault. In addition, he was for a time specifically authorized to write checks on behalf of the corporation, and had input on certain personnel matters.
Plaintiffs Logan and John Lindlan5 were members of an executive committee that was set up to meet weekly to solve immediate problems of the corporation and to con[362]*362sider the day-to-day business. Plaintiff Arthur Krueger6 later became a member of this committee. At the committee meetings, the members, among other things, reviewed profit and loss statements and heard oral reports from the manager. The members also had input into some of the details of running the business. For example, Lindlan at one meeting seconded a motion to raise certain salaries, and, at another, moved that the corporation donate money for, and enter a float in, a St. Patrick’s day parade.
In the fall of 1970, the restaurant was on the verge of being closed due to unpaid taxes. The investors were assessed according to their original investment to pay off the debts and voluntarily paid the sums, though others sold out. Notwithstanding the bad financial news, plaintiffs Krueger and Topel purchased additional shares as they became available in the fall of 1970. The actions to rescind the initial sale of stock and recover the purchase price was begun only after the failure of the business in 1973.7
Logan v. Panuska was heard in Hennepin County District Court. The trial court, sitting without a jury, found for the plaintiffs and awarded them purchase price and return of a corporation assessment. The court did not consider equitable estoppel to be a defense in Minnesota. Defendant Pa-nuska appeals. Krueger v. Panuska was also heard in Hennepin County District Court. At the close of the presentation of plaintiff’s case, the trial court held that plaintiffs had failed to make a prima facie case because their conduct in participating in the management of the business and in acquiring additional stock estopped them from rescinding the sale of stock. As a result, the trial court issued a directed ver-diet pursuant to Rule 50.01, Rules of Civil Procedure, and dismissed the jury. Plaintiffs appeal.
The basic policy of state blue sky laws is to prevent fraud in the sale of securities. To force compliance with the registration provisions, purchasers of unregistered securities are often given the right of rescission. Thus, a plaintiff must plead and prove that he purchased the securities from the defendant and that the securities were not registered in accordance with the blue sky laws. Many cases from other jurisdictions have disallowed recovery on the basis of estoppel, however. This represents an attempt by the courts to ease the sometimes harsh effects of the blue sky laws in situations where no actual fraud is present.
Generally, courts dealing with blue sky laws which state that sales of securities in violation of registration requirements are “voidable,” rather than “void,” have recognized equitable estoppel as a defense, because only a voidable contract can be ratified or confirmed.
Vercellini v. U. S. I. Realty Co., 158 Minn. 72, 196 N.W. 672 (1924), is generally cited as holding that sales of securities in violation of the Minnesota Blue Sky Law are void rather than voidable. See, C.C.H., Blue Sky Reporter, § 3661. Thus, by the general rule, estoppel should not be a defense to a suit to recover the purchase price in Minnesota. An examination of Vercelli-ni, however, shows that this is an expansive reading of the case. Vercellini did not involve allegations of estoppel8 and though we stated therein that “[n]o transaction in violation of law can be made the foundation of a valid contract,” we discussed the issue further:
[363]*363“ * * * Illegal contracts are commonly spoken of as void, but an eminent authority has said that the statement is not generally accurate and, if true under all circumstances, it would lead to unfortunate consequences, for it might protect a guilty defendant from paying damages to an innocent plaintiff. 3 Williston, Contracts, § 1630.” 158 Minn. 74, 196 N.W. 672.
Though the void-voidable distinction is still relied upon, the rule is riddled with exceptions:
“Some of the early blue sky cases turned largely upon whether sales in violation of the statute were ‘void’ or merely ‘voidable.’ Although this difficulty was sometimes due to faulty drafting, the courts occasionally used ‘void’ language even when the statutes themselves used neither term. [Citing, inter alia, Drees v. Minnesota Petroleum Co., 189 Minn. 608, 250 N.W. 563 (1933).] The distinction cannot be entirely ignored. It becomes important, according to the Restatement of Contracts, ‘where property is transferred and subsequently passes to a bona fide purchaser for value. If the original transfer is voidable the innocent purchaser acquires an indefeasible title. A similar consequence follows the negotiation of a negotiable instrument that is voidable. Furthermore, a contract which is voidable may be ratified while a void transaction cannot be.’
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KELLY, Justice.
These cases both arise out of the same set of facts and raise the issue of whether or not equitable estoppel is a defense in an action for rescission of the sale of securities sold in violation of Minn.St.1971, c. 80, the Minnesota Blue Sky Law.1 We conclude [361]*361that equitable estoppel is a defense and accordingly we reverse Logan v. Panuska and affirm Krueger v. Panuska.
Bradford’s Inc. operated a restaurant and on-sale liquor facility known as Bradford’s. The corporation was originally owned by Charles Howard and defendant Harold Pa-nuska. The shares which evidenced their ownership were not registered in accordance with Minn.St.1971, §§ 80.08 or 80.09.
In 1969, a dispute arose, and Mr. Howard thereafter agreed to sell his shares. The defendant made arrangements for 13 other investors, including the plaintiffs in these actions, to purchase Howard’s investment.2 In neither case did the trial court find that defendant had misrepresented the financial condition of Bradford’s to any investor, or failed to inform him thereof. In fact, the evidence mainly shows that the investors went in with eyes open. For instance, plaintiff Clerkin at trial affirmed an earlier deposition in which he had testified that he knew of Bradford’s money problems, but that he thought good management could turn them around. The sales were arranged over eight months and an escrow account was used to hold the funds prior to their being paid out to Howard. Defendant made no profit on the sale of Howard’s stock. Because a liquor license could not be held by some of the new investors,3 defendant apparently held all the shares for the benefit of the investors. Investors received no shares of stock evidencing their ownership until the business had already failed.
After they had invested, many of the plaintiffs in both cases participated extensively in the management of the business. For example, John Logan,4 who was spokesman for the group of investors that included plaintiffs Joyce, Clerkin, and Ryan, was first vice president of the corporation and was also a director. He was involved in the day-to-day control of kitchen operations, and had access to the restaurant’s locked liquor vault. In addition, he was for a time specifically authorized to write checks on behalf of the corporation, and had input on certain personnel matters.
Plaintiffs Logan and John Lindlan5 were members of an executive committee that was set up to meet weekly to solve immediate problems of the corporation and to con[362]*362sider the day-to-day business. Plaintiff Arthur Krueger6 later became a member of this committee. At the committee meetings, the members, among other things, reviewed profit and loss statements and heard oral reports from the manager. The members also had input into some of the details of running the business. For example, Lindlan at one meeting seconded a motion to raise certain salaries, and, at another, moved that the corporation donate money for, and enter a float in, a St. Patrick’s day parade.
In the fall of 1970, the restaurant was on the verge of being closed due to unpaid taxes. The investors were assessed according to their original investment to pay off the debts and voluntarily paid the sums, though others sold out. Notwithstanding the bad financial news, plaintiffs Krueger and Topel purchased additional shares as they became available in the fall of 1970. The actions to rescind the initial sale of stock and recover the purchase price was begun only after the failure of the business in 1973.7
Logan v. Panuska was heard in Hennepin County District Court. The trial court, sitting without a jury, found for the plaintiffs and awarded them purchase price and return of a corporation assessment. The court did not consider equitable estoppel to be a defense in Minnesota. Defendant Pa-nuska appeals. Krueger v. Panuska was also heard in Hennepin County District Court. At the close of the presentation of plaintiff’s case, the trial court held that plaintiffs had failed to make a prima facie case because their conduct in participating in the management of the business and in acquiring additional stock estopped them from rescinding the sale of stock. As a result, the trial court issued a directed ver-diet pursuant to Rule 50.01, Rules of Civil Procedure, and dismissed the jury. Plaintiffs appeal.
The basic policy of state blue sky laws is to prevent fraud in the sale of securities. To force compliance with the registration provisions, purchasers of unregistered securities are often given the right of rescission. Thus, a plaintiff must plead and prove that he purchased the securities from the defendant and that the securities were not registered in accordance with the blue sky laws. Many cases from other jurisdictions have disallowed recovery on the basis of estoppel, however. This represents an attempt by the courts to ease the sometimes harsh effects of the blue sky laws in situations where no actual fraud is present.
Generally, courts dealing with blue sky laws which state that sales of securities in violation of registration requirements are “voidable,” rather than “void,” have recognized equitable estoppel as a defense, because only a voidable contract can be ratified or confirmed.
Vercellini v. U. S. I. Realty Co., 158 Minn. 72, 196 N.W. 672 (1924), is generally cited as holding that sales of securities in violation of the Minnesota Blue Sky Law are void rather than voidable. See, C.C.H., Blue Sky Reporter, § 3661. Thus, by the general rule, estoppel should not be a defense to a suit to recover the purchase price in Minnesota. An examination of Vercelli-ni, however, shows that this is an expansive reading of the case. Vercellini did not involve allegations of estoppel8 and though we stated therein that “[n]o transaction in violation of law can be made the foundation of a valid contract,” we discussed the issue further:
[363]*363“ * * * Illegal contracts are commonly spoken of as void, but an eminent authority has said that the statement is not generally accurate and, if true under all circumstances, it would lead to unfortunate consequences, for it might protect a guilty defendant from paying damages to an innocent plaintiff. 3 Williston, Contracts, § 1630.” 158 Minn. 74, 196 N.W. 672.
Though the void-voidable distinction is still relied upon, the rule is riddled with exceptions:
“Some of the early blue sky cases turned largely upon whether sales in violation of the statute were ‘void’ or merely ‘voidable.’ Although this difficulty was sometimes due to faulty drafting, the courts occasionally used ‘void’ language even when the statutes themselves used neither term. [Citing, inter alia, Drees v. Minnesota Petroleum Co., 189 Minn. 608, 250 N.W. 563 (1933).] The distinction cannot be entirely ignored. It becomes important, according to the Restatement of Contracts, ‘where property is transferred and subsequently passes to a bona fide purchaser for value. If the original transfer is voidable the innocent purchaser acquires an indefeasible title. A similar consequence follows the negotiation of a negotiable instrument that is voidable. Furthermore, a contract which is voidable may be ratified while a void transaction cannot be.’
“Nevertheless, the void-voidable dichotomy has no great practical significance in the blue sky field today, if it ever did. Even the early blue sky cases which were decided under ‘void’ terminology held, virtually without exception, that the holder in due course of a note drawn for stock issued in violation could recover on the note despite the defect of illegality. And there surely can be little difference as between the immediate parties to the illegal sale. Whether the legislature or the court prefers ‘void’ or ‘voidable’ language, the buyer can usually escape liability. And, conversely, even a court which is committed to the seemingly more categorical term will find a way to deny judgment to a buyer who it thinks does not deserve to win. As the Massachusetts court (which was such a jurisdiction) put it with admirable frankness, ‘technical niceties of distinction between void and voidable contracts’ may be forgotten when it is clear that the buyer simply ‘was not imposed upon.’ ” Loss & Cowett, Blue Sky Law (1958), p. 131. (Footnotes omitted).
Loss and Cowett state, in a footnote, that “[a] line of cases under the Minnesota statute indicates that no great significance is attached to the labels.” Loss & Cowett, Blue Sky Laws (1958), p. 133, n. 9. Certainly, the legislature never intended to make all sales contrary to the statute void. If so, purchasers would be precluded from enforcing a sale where it was a profitable venture free from fraud.
We do not believe the void-voidable rule should prevent a court from acting fairly by applying equitable principles, nor do we believe the Blue Sky Law was meant to be used to protect the investor from all of his errors of business judgment no matter how unrelated to, or distant from, the sale of unregistered securities. The court has recently applied equitable principles to our Blue Sky Law in the case of McCauley v. Michael, 256 N.W.2d 491 (Minn.1977). We there held that a purchaser in pari delicto with the seller may not enforce a contract violating the Blue Sky Law.
Krueger v. Panuska presents an excellent example of plaintiffs attempting to use the Blue Sky Law to correct their errors in business judgment. Some of the plaintiffs bought into the restaurant only after being patrons of the establishment for a period of time and seeing its volume of business. The plaintiffs were not induced to buy the stock through any misrepresentation of the defendant as to the financial condition of the restaurant. One plaintiff testified that he was informed of the investment opportunity by another plaintiff, Arthur Krueger, his brother-in-law, who encouraged him to contact the defendant. The plaintiffs actively participated in the [364]*364management and control of the corporation during the course of their investment. Several were members of an executive committee, which was responsible for day-to-day operation of the restaurant, and received and read financial statements dealing with the business. All voluntarily paid an additional assessment that was necessary to keep the restaurant open. Some of the plaintiffs even acquired additional stock from other shareholders after their initial purchases. Finally, none took any steps to rescind their stock purchases until after the business had failed. In a situation such as this, it would be inequitable to allow the plaintiffs to foist their losses upon the defendant. Accordingly, we hold that equitable estoppel is a valid defense in an action for rescission under Minn.St.1971, c. 80.
In Krueger v. Panuska, the evidence of estoppel is overwhelming and the facts upon which it is based are not disputed. Thus, viewing the evidence most favorably to the plaintiffs and the inferences to be drawn from it, a verdict against the defendant could not reasonably be sustained. Therefore, we affirm Krueger v. Panuska. We reverse Logan v. Panuska and return it to the trial court for further action in accordance with this opinion.
Because of our disposition of these cases, we need not consider other issues raised by the parties.
Krueger v. Panuska affirmed; Logan v. Panuska reversed.
TODD, J., took no part in the consideration or decision of this case.