Meason v. Gilbert

In Meason v. Gilbert. 236 Ga. 862 (226 SE2d 49) (1976), the plaintiff complained that he had been induced to purchase securities because of certain oral fraudulent misrepresentations by the defendants' agent and that the defendants knew or acquiesced in the misrepresentations. Id. at 863. The defendants were granted summary judgment on the plaintiff's claim under the Georgia Securities Act, having cited an integration clause in the stock purchase agreement providing that no representations other than those contained in the prospectus had induced the purchaser to buy the securities. Id. at 862. The Supreme Court of Georgia, however, ruled in favor of the plaintiff, reasoning: "To allow a purchaser to waive by contract at the time of purchase all violations of the Securities Act would eviscerate the very protections afforded by the statute and such a purported waiver would be void and of no effect." Id. at 863. The Supreme Court of Georgia found unenforceable a stock purchase agreement's merger clause which stated that no representations other than those contained in the prospectus induced the purchaser to buy certain securities. The purchaser alleged that he had been induced to buy the securities by fraudulent oral misrepresentations. The Supreme Court held that to allow a purchaser to waive all violations of the Georgia Securities Act by contract would eviscerate the protections of that Act and that such a waiver would be void. Id. at 863.