Bills v. All-Western Bowling Corp., ALL-WESTERN

Citation394 P.2d 274, 74 N.M. 430, 1964 NMSC 176
Case DateJuly 20, 1964
CourtSupreme Court of New Mexico

Page 274

394 P.2d 274
74 N.M. 430, Blue Sky L. Rep. P 70,645
Erna B. BILLS and Erna B. Bills as Executrix of the Estate
of Alvin B. Bills, deceased, Plaintiffs-Appellants,
Winneberger, Defendants-Appellees.
No. 7438.
Supreme Court of New Mexico.
July 20, 1964.

Page 275

[74 N.M. 431] Ann Wilcox Hood, Albuquerque, for appellants.

Snyder H. Downs, Santa Fe, for appellees.

MOISE, Justice.

Plaintiffs brought this action under Sec. 48-18-31, N.M.S.A.1953, to recover the purchase price of securities sold in alleged violation of The Securities Act of New Mexico, more commonly known as the Blue Sky Law. Secs. 48-18-16 et seq., N.M.S.A.1953. From a dismissal of their action, plaintiffs appeal. The defendant-appellees, who will be referred to by name, are: All Western Bowling Corporation, in which plaintiffs purchased stock; Don Lohbeck, president of All-Western Bowling Corporation, and the party who actually made the sale of stock here in question; George Winneberger, secretary of All-Western Bowling Corporation, and who, in his official capacity, signed the stock certificates that were issued to plaintiff.

In their complaint, plaintiffs alleged that defendants were liable for the purchase price of the stock because the sale had been fraudulently induced and had been made in violation of Secs. 48-18-16 et seq., N.M.S.A.1953.

Defendants claimed that the issuance and sale of this stock was exempt from the Blue Sky Law under Sec. 48-18-22(J), N.M.S.A.1953. This section provides in substance that if the number of stockholders in the corporation do not exceed twenty-five, and will not exceed this number as a result of the sale, or if the aggregate amount raised by the sale of stock does not, and will not, as a result of the sale, exceed $50,000.00, then the sale is exempt if the seller reasonably believes that the purchaser of the stock is purchasing for investment and no commission is paid for the solicitation of any prospective purchaser.

The plaintiffs had done business with Lohbeck in connection with a tailoring business operated by them in Albuquerque. Bowling trophies displayed by plaintiffs in their place of business provided a topic for conversation on one of Lohbeck's visits to plaintiffs' shop. That was followed by [74 N.M. 432] Lohbeck advising plaintiffs of the formation of the All-Western Bowling Corporation to build bowling lanes in the state and offering

Page 276

to sell stock in the corporation to plaintiffs. Plaintiffs subscribed for 1500 shares of stock in the corporation on January 27, 1961, and paid $150.00 'down.' On March 8, 1961, the balance of the purchase price, $1,350.00, was paid. When plaintiffs signed the subscription agreement, they also signed a statement that the stock was being purchased for investment purposes, and not with a view to redistribution.

On August 25, 1961, All-Western Bowling Corporation applied for registration by qualification pursuant to Sec. 48-18-19.5, N.M.S.A.1953. On December 7, 1961, the application for registration was refused and any further sale of the securities forbidden.

Needless to say, the corporation ran into difficulties and the plaintiffs are here seeking a return of their money on the grounds that because of failure to register the stock for sale pursuant to $48-18-19.5, supra, the purchase price may be recovered under Sec. 48-18-31, N.M.S.A.1953, which provides:

'Every sale or contract for sale made in violation of any of the provisions of this act * * * shall be voidable at the election of the purchaser. The person making such sale or contract for sale, and every director, officer, salesman or agent of or for such seller who shall have participated or aided in any way in making such sale, shall be jointly and severally liable to such purchaser in any action at law * * *.'

Plaintiffs have raised three questions. In light of our view and disposition of the first two points, it will be unnecessary to consider the third.

First, it is argued that defendants did not, as a matter of law, prove the sale to...

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5 cases
  • City of Albuquerque v. Campos, AFL-CI
    • United States
    • New Mexico Supreme Court of New Mexico
    • August 16, 1974
    ...rewrite the statute in accordance with the court's view as to how it should have been written. Bills v. All-Western Bowling Corporation, 74 N.M. 430, 394 P.2d 274 (1964); Burch v. Foy, 62 N.M. 219, 308 P.2d 199 (1957). We do not retreat from that principle of construction, but observe that ......
  • Martinez v. Research Park, Inc., 7567
    • United States
    • New Mexico Supreme Court of New Mexico
    • April 5, 1965
    ...430, 96 L.Ed. 100; Modern Dairy Co. v. Department of Revenue, 413 Ill. 55, 108 N.E.2d 8. In Bills v. All-Western Bowling Corporation, 74 N.M. 430, 394 P.2d 274, this court '* * * We can only say that the legislature intended what was enacted. That this court would have used other language, ......
  • Richardson Ford Sales, Inc. v. Johnson, 7229
    • United States
    • New Mexico Court of Appeals of New Mexico
    • January 24, 1984 favor of a definition developed by federal courts in interpreting a federal statute. See Bills v. All-Western Bowling Corporation, 74 N.M. 430, 394 P.2d 274 (1964). Rather, defendants were required to prove a practice defined by the New Mexico Legislature. See Fancher v. Board of Commiss......
  • Amerada Hess Corp. v. Adee, 8393
    • United States
    • New Mexico Court of Appeals of New Mexico
    • September 1, 1987
    ...Bell, 105 N.M. 17, 727 P.2d 956 (Ct.App.1986). We cannot depart from the express language of an act, Bills v. All-Western Bowling Corp., 74 N.M. 430, 394 P.2d 274 (1964), nor can we add language to the statute simply because we believe the addition might be appropriate. In re Application of......
  • Request a trial to view additional results

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