Section 45.55.930. Civil liability to buyers.

   (a) A person is liable to the person buying the security from the person for the consideration paid for the security, together with interest at eight percent a year or the stated rate of the security if the security has a stated, fixed rate less than eight percent, from the date of payment, costs, and reasonable attorney fees, less the amount of income received on the security, on the tender of the security, or for damages if the buyer no longer owns the security, if the seller offers or sells a security
        (1) other than a federal covered security, in violation of AS 45.55.030(a), 45.55.070, or 45.55.170(b) or of a regulation or order under AS 45.55.150 that requires the filing of sales literature before it is used, or of a condition imposed under AS 45.55.100(d) or 45.55.110(g) or (h); or
        (2) by means of an untrue statement of a material fact, or omits to state a material fact, the omission of which makes a statement misleading.
   (b) Damages are the amount that would be recoverable on a tender less the value of the security when the buyer disposed of it and interest at eight percent a year, or the stated rate of the security if the security had a stated, fixed rate less than eight percent, from the date of disposition.
   (c) Every person who directly or indirectly controls a seller liable under (a) of this section, every partner, officer, or director of such a seller, every person occupying a similar status or performing similar functions, every employee of the seller who materially aids in the sale, and every broker-dealer or agent who materially aids in the sale are also liable jointly and severally with and to the same extent as the seller, unless the nonseller who is liable sustains the burden of proof that the nonseller 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 is contribution as in cases of contract among the several persons liable.
   (d) A tender specified in this section may be made at any time before entry of judgment.
   (e) Every cause of action under this chapter survives the death of a person who might have been a plaintiff or defendant.
   (f) A person may not sue under this section more than three years after the contract of sale, except as otherwise provided in this subsection. For a violation of (a)(2) of this section or AS 45.55.010, an action under this section may be brought within three years after the sale or two years after the person bringing the action discovered or should have discovered the facts on which the action is based, whichever is later. Failure to bring an action on a timely basis is an affirmative defense. A person may not sue under this section if the buyer received
        (1) a written offer, before suit and at a time when the buyer owned the security, to refund the consideration paid together with interest at eight percent a year, or the stated rate of the security if the security has a stated, fixed rate less than eight percent, from the date of payment, less the amount of income received on the security, and the buyer failed to accept the offer within 30 days of its receipt; or
        (2) the offer before suit and at a time when the buyer did not own the security unless the buyer rejected the offer in writing within 30 days of its receipt.
   (g) A person who makes or engages in the performance of a contract in violation of a provision of this chapter or regulation or order under this chapter, or who acquires a purported right under the contract with knowledge of the facts by reason of which its making or performance is in violation, may not base a suit on the contract.
   (h) A condition, stipulation, or provision binding a person acquiring a security to waive compliance with a provision of this chapter or a regulation or order under this chapter is void.
   (i) The rights and remedies provided by this chapter are in addition to any other rights or remedies that may exist, but this chapter does not create a cause of action not specified in this section or AS 45.55.040(f).
   (j) Notwithstanding the time limitation in (f) of this section, an action under this section may be started after receipt of a written offer described in (a) of this section if the buyer accepted the payment offer within 30 days after receipt of the offer and has not been paid the full amount offered.
   (k) An offer to pay the buyer under this section involves the offer or sale of a security, and the transaction must be registered under this chapter or exempt from registration under AS 45.55.900.

Authorities

45.55.040;45.55.900

Notes

Recent Bills that will modify this

HB 194 AK SECURITIES ACT; PENALTIES; CRT. RULES
SB 108 AK SECURITIES ACT; PENALTIES; CRT. RULES

Implemented As

3 AAC 08.915

References

3 AAC 08.915
AS 45.55.040 Registration procedure; notice filing.
AS 45.55.900 Exemptions.

History

(Sec. 310 ch 198 SLA 1959; am Sec. 14 ch 105 SLA 1961; am Sec. 18 ch 86 SLA 1972; am Sec. 51 - 54 ch 76 SLA 1999)