§ 10-04-17 — Remedies

North Dakota § 10-04-17

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-04: Supervision of Issue and Sale of Securities

Text

1. Every sale or contract for sale made in violation of any of the provisions of this chapter,
or of any rule or order issued by the commissioner under any provisions of this
chapter, shall be voidable at the election of the purchaser. The person making such
sale or contract for sale, and every director, officer, or agent of or for such seller who
shall have participated or aided in any way in making such sale shall be jointly and
severally liable to such purchaser who may sue either at law or in equity to recover the
full amount paid by such purchaser, together with all taxable court costs, interest as
provided in this subsection, and reasonable attorney's fees, less the amount of any
income received on the securities, upon tender to the seller, in person or in open court,
of the securities sold or of the contracts made, or for damages if the purchaser no
longer owns the securities. Damages are the amount that would be recoverable upon
a tender less the value of the securities when the purchaser disposed of them and
interest as provided in subsection 2 from the date of disposition. No purchaser shall
claim or have the benefit of this section if the purchaser shall have refused or failed to
accept, within thirty days from the date of such offer, an offer in writing of the seller to
take back the securities in question and to refund the full amount paid by such
purchaser, together with interest on such amount for the period from the date of
payment by such purchaser down to the date of repayment. Any offer made pursuant
to this subsection must be registered or exempt from registration under this chapter in
order to preclude a subsequent civil action by the purchaser. For the purposes of this
subsection, interest shall be computed as follows:
a. In case such securities consist of interest-bearing obligations, at the same rate as
provided in such securities, less the amount of any income received on the
securities.
b. In case such securities consist of other than interest-bearing obligations, at the
legal rate specified in section 47-14-05, less the amount of any income received
on the securities.
2. Any person that receives directly or indirectly any consideration for providing
investment advice to another person and violates this chapter is liable to the other
person as follows:

a. For violations of section 10-04-15, the person is liable for the actual damages
caused by the violative conduct, interest at the rate as specified in section
47-14-05, costs, and reasonable attorney's fees, less the amount of any income
received as a result of the violative conduct.
b. For all other violations of this chapter, or any rule promulgated thereunder, the
person is liable for all income collected in connection with the violative conduct.
3. The provisions of this section do not apply to a violation of section 10-04-08.4.
4. Nothing in this chapter shall limit any statutory or common-law right of any person in
any court for any act involved in the sale of securities.
5. No action may be taken under this section after five years from the date that the
aggrieved party knew or reasonably should have known about the facts that are the
basis for the alleged violation.
6. Each of the following persons are liable jointly and severally with and to the same
effect as persons liable under this section:
a. A person who controls, supervises, or serves as an officer, director, or managing
partner of a person liable under this section, unless the person did not know, and
in the exercise of reasonable care could not have known, of the conduct by
reason of which the liability is alleged to exist.
b. An individual who is an employee of or associated with a person liable under this
section and who materially aids the conduct giving rise to the liability, unless the
individual did not know, and in the exercise of reasonable care could not have
known, of the conduct by reason of which the liability is alleged to exist.
c. A person who is a broker-dealer, agent, investment adviser, or investment adviser
representative that materially aids the conduct giving rise to the liability under this
section, unless the person did not know, and in the exercise of reasonable care
could not have known, of the conduct by reason of which the liability is alleged to
exist.