Arnold v. MixonArnold v. Mixon
1. The Georgia Securities Act, as amended (Ga. L. 1957, p. 134; 1959, p. 89; 1960, p. 957; 1963, p. 557; 1969, p. 235 [without consideration of thе amendment by Ga. L. 1970, p. 488; 1970, p. 718]; Code Ann. Title 97) regulates the issuance and sale of securities, and the caрital stock of a corporation is a security under the terms of the Act. Section 1 (i) (Code Ann. § 97-102 (i)). Section 3 of the Act (Code Ann. § 97-104) prоvides that "It shall be unlawful to sell or offer to sell any securities within this State, except those, exempt under Section 5 [Code Ann. §97-106] or those sold in transactions exempt under Section 6 [Code Ann. § 97-107], until registration of such securities ...” It appears that only "a dealer, a limited dealer, or the issuer” may filе for *550 registration of securities under the Act (Section 3 (a) and (b); Code Ann. § 97-104 (a) and (b)); and that an individual desiring to sеll stock owned by him, not otherwise registered, would have to register as a limited dealer under Sеction 4 of the Act (Code Ann. § 97-105). Section 13 of the Act (Code Ann. § 97-114) provides that "[e]very sale, or contract for sale in violation оf any of the provisions of this Act, or of any order issued by the commissioner under any provision оf this Act, shall be voidable at the election of the purchaser.” The purchasers in the рresent case claiming a violation of the Act tendered the stock back to the seller within the time provided by the law seeking recovery of the amounts paid by them, together with rеasonable attorneys’ fees and costs, as provided in Section 13 of the Act.
2. The last sаle in the present case on August 1, 1969, was a sale by Mixon of 13,000 shares of MSA stock to Strategy, Inc., a North Carolina corporation engaged in buying and selling securities, and was a transactiоn exempted from the operation of Sections 3 and 4 of the Acts by Section 6 (e) (Code Ann. § 97-107 (e)) whiсh exempts "[t]he sale of any securities to any bank, savings institution, trust company, insurance company, corporation or dealer, or to any organization or associatiоn a principal part of whose business consists of the buying of securities.” Nor was this sale cоnverted into a transaction not exempt merely because the contract between Mixon and Strategy, Inc. provided for a breakdown of Mixon’s 13,000 MSA shares sold at that time into sevеn stock certificates in denominations of 500 to 7,500 shares, and that they be endorsed in blank and be free of any transfer restrictions and not have any restrictions or legends thereon, and wаs subsequently sold in part by Strategy, Inc. to several different persons.
3. Also exempted by Section 6 of the Act in paragraph (c) (Code Ann. §97-107 (c)) is "an isolated transaction in which securities are sold by or for the account of the owner of the securities, whether through a dealer, a lim *551 ited dealer, or otherwise, if such transaction is not one of repeated and successive transactions of a like character, and if such owner or his representative is not thе issuer or underwriter of such securities.”
The evidence shows conclusively the separate transfer by sale by Mixon of 1,000 shares of MSA stock to Sharp on April 15, 1969, and of 500 shares of MSA stock to Arnold on May 26, 1969, were but results of one transaction in which a sale resulted to two peoplе, the delay in the consummation of the sale to Arnold being occasioned by Arnold’s delay in mаking financial arrangements to consummate the sale. While there were successive sales, there were no successive transactions. See Vohs v. Jones, U. S. Dist. Court, Northern Dist. of Ga., #13820, decided August 23, 1972; Whitaker v. Jones, U. S. Dist. Court, Northern Dist. of Ga., #13821, decided August 23, 1972; Vohs v. Dickson, U. S. Dist. Ct., Northern Dist. of Ga., #13727, decided Sеpt. 28, 1972; Whitaker v. Dickson, U. S. Dist. Ct., Northern Dist. of Ga., #13728, decided Sept. 28, 1972;
Brannan, Beckham & Co. v. Ramsaur,
4. Accordingly, the trial judge did not err in granting Mix-on’s motions for summary judgment and in overruling the motions for summary judgment of Sharp and Arnold.
5. Whether or not the trial judge had authority to modify or vacate the summary judgments granted (see
LeCraw v. Atlanta Arts Alliance,
Judgments affirmed.