A. C. Frost & Co. v. Coeur D'Alene Mines Corp

In A. C. Frost & Co. v. Coeur D'Alene Mines Corp., 312 U.S. 38, 61 S.Ct. 414, 85 L.Ed. 500 (1941), the Court held that a contract for the delivery of stock was enforceable. It refused to permit the offending issuer to assert that the contract was void because the stock had not been registered as required by the Act. The Court explained that under the circumstances, such a defense would "hinder rather than aid the real purpose of the statute." (312 U.S. at 43, 61 S.Ct. at 417.) In reaching this conclusion the Court relied in part on an amicus brief from the S.E.C. which said: "It appears to us to be entirely immaterial whether in such a case, the agreement is labelled 'void' or the parties are held to be 'in pari delicto.' There, labels, as often is the case, merely state the conclusion reached, but do not aid in solution of the problem. The ultimate issue is whether the result in the particular case would effectuate or frustrate the purposes of the Act." (312 U.S. at 44 n.2, 61 S.Ct. at 417.)