Ward v. Bullis
and Duane Dumas, Plaintiffs and Appellants
v.
James R. Bullis, Defendant and Appellee
------------
Bruce Hager, ProEquities, Inc.,
and Michael Volk, Defendants
Judge Bruce A. Romanick
| Appellee: | Lies & Bullis | |
| Appellant: | Dorsey & Whitney |
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1. Did the District Court err in determining that to be liable under N.D.C.C. 10-04-17 a defendant must also personally effect or attempt to effect the sale where the statute imposes liability on "agents" who merely "participated or aided in any way" in the sale of a security?
2. Did the District Court err in determining, as a matter of law, that Bullis cannot be liable under N.D.C.C. 10-04-17, despite his extensive involvement in the sales of securities including his participation in them through receiving 5% of the sales proceeds?
3. Did the District Court err in determining that there is no genuine issue of material fact as to Bullis's liability for common law fraud for "acting in concert" with others in the sale of securities?
Appellee's Statement of the Issues:
I. Can Bullis be subject to liability under N.D.C.C. 10-04-17 where the Softech and Softech C membership interests purchased by Plaintiffs were federally covered securities and, thus, exempt from our State's securities registration laws?
II. Did the District Court properly apply the statutory definition of the term "agent," specifically adopted by the Legislature to apply throughout the Securities Act, in concluding that to be liable as an agent under N.D.C.C. 10-04-17 each Plaintiff had to show that Bullis effected or attempted to effect the sale of securities to him?
III. Did the District Court properly conclude that Bullis did not effect or attempt to the effect the sale of securities to any of the Plaintiffs where he did not sell, offer to sell, offer for sale, or solicit the sale of securities to any of them?
IV. Did the District Court properly conclude that Bullis, an attorney who performed legal services for a client in connection with the creation of limited liability companies, was not liable under N.D.C.C. 10-04-17 where he did not sell, offer to sell, offer for sale, solicit, or participate or aid in any way in selling, offering to sell, offering for sale, or soliciting the sale of securities to any of the Plaintiffs?
V. Did the District Court properly grant summary judgment to Bullis on Plaintiffs' common law fraud claims where Bullis showed that there was no genuine issue of material fact and Plaintiffs failed to offer any evidence to oppose Bullis's evidence on this claim?
VI. Did the District Court properly grant summary judgment to Bullis on Plaintiffs' "acting in concert" theory where Plaintiffs failed to offer clear and convincing evidence that Bullis committed fraud against any of the Plaintiffs and that he was part of a common plan or scheme to defraud any of the Plaintiffs?
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