§ 36b-29 — (Formerly Sec. 36-498). Buyer's remedies.

Connecticut § 36b-29

• Jurisdiction: Connecticut
• Title 36b: Connecticut Securities Law and Business Opportunity Investment Act
• Ch. 672a: Uniform Securities Act

Text

(a) Any person who: (1) Offers or sells a security in violation of subsection (a) of section 36b-6, 36b-16 or subsection (b) of section 36b-24 or of any regulation or order under section 36b-22 which requires the affirmative approval of sales literature before it is used, or of any condition imposed under subsection (d) of section 36b-18 or subsection (g) or (h) of section 36b-19; or (2) offers or sells or materially assists any person who offers or sells a security by means of any untrue statement of a material fact or any omission 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, who knew or in the exercise of reasonable care should have known of the untruth or omission, the buyer not knowing of the untruth or omission, and who does not sustain the burden of proof that he did not know, and in the exercise of reasonable care could not have known, of the untruth or omission, is liable to the person buying the security, who may sue either at law or in equity to recover the consideration paid for the security, together with interest at eight per cent per year from the date of payment, costs and reasonable attorneys' fees, less the amount of any income received on the security, upon the tender of the security, or for damages if he no longer owns the security. (b) (1) Any person who violates subsection (a) of section 36b-5 and (2) any investment adviser who violates subsection (b) or (c) of section 36b-5 , the registration requirement in subsection (c) of section 36b-6 , or subsection (b) of section 36b-24 , shall be liable to the recipient of investment advisory services for any consideration paid by the recipient for those services and any loss resulting from the investment advisory services provided, less any profits earned by the recipient through transactions effected as a result of the advice rendered, plus interest at the rate of eight per cent per year from the date of payment of the consideration, costs and reasonable attorney's fees. (c) Every person who directly or indirectly controls a person liable under subsections (a) and (b) of this section, every partner, officer or director of such a person, every person occupying a similar status or performing similar functions, every employee of such a person who materially aids in the act or transaction constituting the violation and every broker-dealer or agent who materially aids in the act or transaction constituting the violation are also liable jointly and severally with and to the same extent as such person, unless the person who is so liable sustains the burden of proof that he did not know, and in exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There shall be contribution as in cases of contract among the several persons so liable. (d) Any tender specified in this section may be made at any time before entry of judgment. (e) Every cause of action under sections 36b-2 to 36b-34 , inclusive, survives the death of any person who might have been a plaintiff or defendant. (f) No person may bring an action under this section more than two years after the date of the contract of sale or of the contract for investment advisory services, except that with respect to actions arising out of intentional misrepresentation or fraud in the purchase or sale of securities, no person may bring an action more than two years from the date when the misrepresentation or fraud is discovered or in the exercise of reasonable care should have been discovered, except that no such action may be brought more than five years from the date of such misrepresentation or fraud. (g) No person may bring an action under subsection (a) of this section: (1) If the buyer received a written offer, before suit and at a time when he owned the security, to refund the consideration paid together with interest at six per cent per year from the date of payment, less the amount of any income received on the security, and he failed to accept the offer within thirty days of its receipt, or (2) if the buyer received such an offer before bringing a cause of action and at a time when he did not own the security, unless he rejected the offer in writing within thirty days of its receipt. (h) No person who has made or engaged in the performance of any contract in violation of any provision of sections 36b-2 to 36b-34 , inclusive, or any regulation or order thereunder, or who has acquired any purported right under any such contract with knowledge of the facts by reason of which its making or performance was in violation, may base any cause of action on the contract. (i) Any condition, stipulation or provision binding any person acquiring any security or receiving investment advice to waive compliance with any provision of sections 36b-2 to 36b-34 , inclusive, or any regulation or order thereunder is void. (j) The rights and remedies provided by sections 36b-2 to 36b-34 , inclusive, are in addition to any other rights or remedies that may exist at law or in equity.

Legislative History

(P.A. 77-482, S. 30; P.A. 81-292, S. 11; P.A. 87-375, S. 7; P.A. 89-220, S. 6; P.A. 93-169, S. 1, 2; P.A. 03-259, S. 22; P.A. 04-45, S. 6; P.A. 10-141, S. 24, 25.) History: P.A. 81-292 amended Subsec. (a) to increase the rate of interest on a recovery from 6% to 8%; P.A. 87-375 inserted a new Subsec. (b) re remedies for recipients of investment advisory services and relettered the remaining Subsecs., amended Subsec. (c) by substituting “person” for “seller” or “nonseller” and substituting “act or transaction constituting the violation” for “sale” and amended Subsec. (h) by extending the application of the section to persons receiving investment advice; P.A. 89-220 amended Subsec. (b) by adding the reference to registration requirement in Sec. 36-474(c); P.A. 93-169 amended Subsec. (a)(2) to make liable a person who “materially assists any person who offers or sells” a security by means of an untruth or omission and to provide that a condition of liability is that the person “knew or in the exercise of reasonable care should have known of the untruth or omission”, amended Subsec. (f) to add exceptions to the two-year statute of limitations for actions arising out of the intentional misrepresentation or fraud in the purchase or sale of any interest in certain limited partnerships and in the purchase or sale of all other securities, designated provisions of former Subsec. (f) re when a person is prohibited from bringing an action as Subsec. (g) and relettered the remaining Subsecs. accordingly, effective July 1, 1993; Sec. 36-498 transferred to Sec. 36b-29 in 1995; P.A. 03-259 deleted provisions in Subsec. (f)(1) re action pending on July 1, 1993; P.A. 04-45 amended Subsec. (f) to eliminate exception in former Subdiv. (1) and delete Subdiv. (2) designator, to make a conforming technical change, to increase, from one year to two years, the maximum time an action may be brought from the date when misrepresentation or fraud is discovered or should have been discovered and to increase, from three to five years, the maximum time an action may be brought from the date of misrepresentation or fraud; P.A. 10-141 amended Subsecs. (e) and (h) to (j) by replacing references to Sec. 36b-33 with references to Sec. 36b-34, effective June 7, 2010. Annotations to former section 36-498: Cited. 200 C. 172; 230 C. 486. Cited. 10 CA 22. Annotations to present section: Cited. 233 C. 304; 242 C. 17. Where a party seeks equitable relief pursuant to a cause of action that also allows that party to seek legal relief, concurrent legal and equitable jurisdiction exists, and the statute of limitations that would be applicable to bar the legal claim also applies to bar the equitable claim. 49 CA 330. Cited. 45 CS 24.