41 A.2d 697 | Pa. Super. Ct. | 1944
Argued October 23, 1944.
Appellant was convicted of violations of The Pennsylvania Securities Act of June 24, 1939, P.L. 748, as re-enacted and amended July 10, 1941, P.L. 317,
Section 2(f) of the act, in its applicable provision, defines a "dealer" as "any person other than a salesman who engages in this State, either for all or part of his time, directly or through an agent who is not registered hereunder as a dealer, in selling securities issued by another person": 70 P. S. § 32. The sale of any security by an unregistered dealer is made a misdemeanor under § 22, 70 P. S. § 52. Appellant was not registered. On the *98 merits, he contends that he was not a dealer as defined by the act because he was the owner of the stock which he sold and that in making the sales he was within the specific exception of § 2(f)3 which provides: "Isolated transactions in which securities are sold by the owner thereof . . . . . . such sales not being made in the course of repeated and successive transactions of a like character . . . . . ." shall not "constitute the person engaging therein a `dealer' within the meaning of this act." He also contends that his conviction violates the fourteenth amendment of the United States Constitution and Article 1 § 9 of the Constitution of this state in that the statute in question, particularly in the statement of the above exception does not lay down a reasonably ascertainable and definite standard of guilt.
This latter question (perhaps because it suggests only one answer) has never been raised in an appellate court of this state. We find no merit in it. The word "isolated" is not a word of art or of technical meaning. In common as well as universal usage it means standing alone, detached, separate. It is the opposite or counterterm — the antonym — of "repeated" or "successive". Whether sales of stock by an owner are isolated or repeated and successive transactions indicating a course of dealing must depend upon the facts of each case in the light of the purpose of the act. We have no doubt that the unscrupulous would like to have the limits of "isolated transactions" defined and would welcome a definite statement of how many fraudulent sales they may make within a given time without risking the penalty of the act. But the legislation was enacted not to foster fraud but to prevent it. The ordinary person can understand what he may do and what is forbidden by its language. The act explicitly permits an owner to make more than a single sale of his stock and he may safely dispose of it piecemeal on occasion, for profit, from convenience or other legitimate motive. But where sales by an unregistered owner, though detached or *99 separate, recur within such reasonable time as to indicate an association of acts under one general purpose, such sales are not "isolated" but are within "the course of repeated and successive transactions" prohibited by the act.
The need for control of the sales of securities is indicated by the number of states which have enacted identical or similar legislation. And wherever the above constitutional question has been raised in a court of last resort the act has been sustained as sufficiently definite in the light of the evil against which it is directed. Illustrative cases are: State v. Soeder (Iowa)
The sales charged in the indictment upon which appellant was convicted were the only ones made in Cambria County. But there were many other sales of stock made by him in Clearfield County, and evidence of these was admissible to rebut the inference that the transactions in question were isolated and to establish a course of dealing. Com. ex rel. Ciampoli v. Heston,
We may refer but briefly to the remaining questions raised.
The primary purpose of this legislation is to protect the investing public (Com. v. Harrison,
The title to the act1 is sufficient to put persons of reasonably inquiring mind on notice of its subject matter. This is the test. Gumpert's Estate,
And finally, we find no fundamental error in the charge of the court. In response to an objection of appellant the trial judge repeated the instruction: "you may convict the defendant in this case for sales of his own stock if you find that the sales were not isolated, but part of a series of repeated and successive transactions of like character." The clear language of the act, creating the misdemeanor, is self defining and appellant made no request for more explicit instructions. In any view appellant may not now complain of inadequacy of definition of the offense, "without showing that the alleged omissions contributed to the jury's verdict to appellant's prejudice": Com. v. Bruno,
Judgment affirmed.