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The basic principles of contract Go Premium Index: Click ᐅ to expand: Stupid bankers Restitution Formation: capacity and authority · representation · misrepresentation · offer · acceptance · consideration · intention to create legal relations · agreement to agree · privity of contract oral vs written contract · principal · agent Interpretation and change: governing law · mistake · implied term · amendment · assignment · novation Performance: force majeure · promise · waiver · warranty · covenant · sovereign immunity · illegality · severability · good faith · commercially reasonable manner · commercial imperative · indemnity · guarantee Breach: breach · repudiation · causation · remoteness of damage · direct loss · consequential loss · foreseeability · damages · contractual negligence · process agent Remedies: damages · adequacy of damages ·equitable remedies · injunction · specific performance · limited recourse · rescission · estoppel · concurrent liability Not contracts: Restitution — quasi-contract — quasi-agency Index: Click ᐅ to expand: Contract Tort Restitution Comments? Questions? Suggestions? Requests? Insults? We’d love to 📧 hear from you. Sign up for our newsletter.

On the question of “why you don’t mess around with the Securities Act of 1933”, here is a choice little titbit.

Violations of the registration provisions of Section 5 of the Securities Act of 1933 provide the purchaser a right to rescind the transaction within one-year under Sections 12(a)(1) and 14.

Section 12(a)(1) provides:

(a) In general
Any person who—

(1) offers or sells a security in violation of section 77e of this title

[...]

shall be liable [...] to the person purchasing such security from him, who may sue either at law or in equity in any court of competent jurisdiction, to recover the consideration paid for such security with interest thereon, less the amount of any income received thereon, upon the tender of such security, or for damages if he no longer owns the security.