S.E.C. v. Addison

In S.E.C. v. Addison, 194 F. Supp. 709 (N.D. Tex. 1961), Addison and his associates obtained money from lenders for the operating and marketing costs of a machine that turned unmarketable uranium into marketable ore. Id. at 715. Addison and his agents orally represented to various lenders that the lenders would participate and share in the millions of dollars in profits that would be made from various ventures, in addition to being repaid the amount loaned in one year plus interest. Id. Most of the lenders received written notes, signed by Addison, acknowledging the loan and bearing a 10% interest rate. Id. at 716. Addison, however, neither issued nor delivered to some later lenders any "note or any instrument in writing evidencing such loan transaction or the promised participation and sharing in the profits to be made." Id. Addison's ventures were ultimately unprofitable, and the loans and investments were not repaid. The district court found that Addison had sold securities in the form of notes, evidence of indebtedness, certificates of interest and participation in profit-sharing agreements, and investment contracts. Id. at 721-22. The court characterized the personal loan notes issued by Addison as both notes and evidence of indebtedness. Id. at 721 ("The personal loan notes issued and delivered to the lenders are also securities by reason of being an evidence of indebtedness."). The court characterized the oral representations made to the later lenders who did not receive a note or writing as investment contracts and not as evidence of indebtedness. Id. at 722. "The oral agreements the defendants made with the lenders . . . to the effect that the lenders . . . would participate and share in the millions of dollars of profits that would be made by the defendants from their mining and other operations are investment contracts, and, as such, are securities." Id.