§ 36b-61 — (Formerly Sec. 36-504). Definitions.

Connecticut § 36b-61

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

Text

When used in sections 36b-60 to 36b-80, inclusive, unless the context otherwise requires: (1) “Affiliate” means a person that: (A) Directly or indirectly controls, is controlled by, or is under common control with, a seller; (B) directly or indirectly owns, controls or holds with power to vote ten per cent or more of the outstanding voting securities of a seller; or (C) has, in common with a seller, one or more partners, officers, directors, trustees, branch managers or other persons occupying similar status or performing similar functions; (2) “Business opportunity” means the sale or lease, or offer for sale or lease, of any product, equipment, supply or service which is sold or offered for sale to the purchaser-investor for the purpose of enabling the purchaser-investor to start a business, and in which the seller represents that: (A) The seller will provide locations or assist the purchaser-investor in finding locations for the use or operation of vending machines, racks, display cases or other similar devices, or currency-operated amusement machines or devices, or any other devices within the intent of sections 36b-60 to 36b-80 , inclusive, as the commissioner shall by regulation or order determine, on premises neither owned nor leased by the purchaser-investor or seller; or (B) the seller will purchase any or all products made, produced, fabricated, grown, bred or modified by the purchaser-investor using, in whole or in part, the supplies, services or chattels sold to the purchaser-investor; or (C) the seller guarantees, either conditionally or unconditionally, that the purchaser-investor will derive income from the business opportunity, or that the seller will refund all or part of the price paid for the business opportunity or repurchase any of the products, equipment, supplies or chattels supplied by the seller, if the purchaser-investor is unsatisfied with the business opportunity; or (D) the seller will provide a sales program or marketing program to the purchaser-investor, provided sections 36b-60 to 36b-80 , inclusive, shall not apply to the sale of a marketing program made in conjunction with the licensing of a registered trademark or service mark, provided (i) such trademark or service mark has been effectively registered under federal law; and (ii) for such trademark or service mark initially registered under federal law on or after October 1, 1996, the seller files with the commissioner a copy of the trademark or service mark certificate prior to any offer or sale in the state, provided further that failure to file such certificate shall not, in and of itself, preclude reliance on this exclusion. “Business opportunity” does not include the sale of an ongoing business where the owner of that business sells and intends to sell only that one business opportunity, nor does it include the not-for-profit sale of sales demonstration equipment, materials or samples, for a total price of five hundred dollars or less to any one person; (3) “Commissioner” means the Banking Commissioner or any person appointed or designated by the Banking Commissioner to administer said sections; (4) “Not-for-profit sale” means a sale in which the seller recovers only the actual costs of producing and shipping the goods or materials sold. A sale shall not qualify as a not-for-profit sale if the price to the purchaser-investor includes any commissions, rebates, fees or overrides; (5) “Person” means an individual, corporation, limited liability company, trust, partnership, incorporated or unincorporated association or any other legal entity; (6) “Purchaser-investor” means a person who has purchased or is solicited for the purchase of a business opportunity; (7) (A) “Sale” or “sell” includes every contract of sale of, contract to sell, or disposition of a business opportunity or interest in a business opportunity for value; (B) “offer” or “offer to sell” includes every attempt or offer to dispose of, or solicitation of an offer to buy, a business opportunity or interest in a business opportunity for value. Nothing in this subdivision shall limit or diminish the full meaning of the terms “sale”, “sell”, “offer” or “offer to sell” as construed by the courts of this state; (8) “Seller” means a person who sells or offers to sell a business opportunity or any agent or person who, directly or indirectly, acts on behalf of such person; and (9) “Trademark” or “service mark” includes a trademark, trade name, service mark, logotype, advertising or other commercial symbol.

Legislative History

(P.A. 79-458, S. 2, 19; P.A. 80-262, S. 1, 10; 80-483, S. 108, 186; P.A. 83-217, S. 1, 2, 7; 83-587, S. 79, 96; P.A. 87-9, S. 2, 3; P.A. 95-79, S. 137, 189; P.A. 96-73, S. 1; P.A. 97-22, S. 7; P.A. 03-84, S. 28; P.A. 09-160, S. 1.) History: P.A. 80-262 added proviso in Subdiv. (6)(D) re registration of trademark or service mark under federal law and defined such marks in new Subdiv. (8); P.A. 80-483 made technical grammatical correction in Subdiv. (5); P.A. 83-217 amended Subdiv. (5) to define terms “sale” or “sell” and “offer” or “offer to sell” and amended Subdiv. (6) to broaden the types of representations on the part of a seller which would make the seller subject to the provisions of the act; P.A. 83-587 made a technical change in Subdiv. (5); (Revisor's note: Pursuant to P.A. 87-9 “banking commissioner” was changed editorially by the Revisors to “commissioner of banking”); Sec. 36-504 transferred to Sec. 36b-61 in 1995; P.A. 95-79 redefined “person” to include a limited liability company, effective May 31, 1995; P.A. 96-73 amended Subdiv. (6), defining “business opportunity”, to require those who register trademarks or servicemarks under federal law to file the mark with the commissioner prior to any offer or sale in this state; P.A. 97-22 made technical changes; P.A. 03-84 changed “Commissioner of Banking” to “Banking Commissioner” in Subdiv. (1), effective June 3, 2003; P.A. 09-160 defined “affiliate” in new Subdiv. (1), repositioned definitions of “business opportunity”, “not-for-profit sale” and “sale” or “sell” from former Subdivs. (5) to (7) to new Subdivs. (2), (4) and (7), redesignated existing Subdivs. (1) to (4) and (8) as Subdivs. (3), (5), (6), (8) and (9), redefined “trademark” in redesignated Subdiv. (9) and made technical changes. Cited. 236 C. 602. Distributorship agreement, viewed in its entirety, created a business opportunity despite inclusion in the agreement of a paragraph purportedly disavowing the creation of a business opportunity. 131 CA 443.