Securities Division
Matthew J. Neubert - Director
1300 W. Washington St. 3rd Floor
Phoenix, AZ 85007
(602) 542-4242
(866) 837-4399
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Investment Contracts
  
Any time a transaction is structured so that a person invests money in a common enterprise with an expectation of earning a profit from the efforts of someone else, the transaction probably involves a security known as an investment contract. See SEC v. W.J. Howey Co., 328 U.S. 293 (1946). 
 
Almost any type of product can be included in an investment contract, which includes, but is not limited to:  
  • Assignments of notes secured by mortgages are securities – State v. Brewer, 26 Ariz. App.408, 549 P.2d 188 (Ct. App. 1976).
  • Apple trees and management agreement are an investment contract – Rose v. Dobras, 128 Ariz. 209, 624 P.2d 887 (Ct. App. 1981).
  • Master videotape and production service agreement are an investment contract – Vairo v. Clayden, 153 Ariz. 13, 734 P.2d 110 (Ct. App. 1987); Sullivan v. Metro Productions, Inc., 150 Ariz. 573, 724 P.2d 1242 (Ct. App. 1986).
  • Art master and distribution and marketing agreement are an investment contract – Daggett v. Jackie Fine Arts, Inc., 152 Ariz. 559, 733 P.2d 1142 (Ct. App. 1986).
  • Viatical settlement contract is an investment contract – Siporin v. Carrington, 200 Ariz. 97, 23 P.3d 92 (Ct. App. 2001).
  • Note and property agreement are an investment contract – ACC Decision No. 69705
  • Oil and gas investment is an investment contract – ACC Decision No. 69234
  • Gold grub stake is an investment contract – ACC Decision No. 68159
  • Diamond consignment program is an investment contract – ACC Decision No. 67551
 
The information provided on this web site is not comprehensive, is not offered as legal advice, and is not a substitute for competent legal counsel.  The Securities Division recommends that you consult with a securities attorney.

 

 

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