d. legality.
GR8 Stuf Company files a registration statement with the SEC before making an
offering to the general public. The registration contains false, immaterial statements of
which the investors are unaware. GR8 Stuf is charged with violating the Securities Act
of 1933. GR8 Stuf’s best defense is
a. the investors were not aware of the misrepresentations.
b. the issuer reasonably believed the misstatements were true.
c. the offering was made available to the general public.
d. the untrue statements were not material.
Raul agrees to ship to Ben one hundred ceiling fans for $5,000. Raul initials his notes of
the deal, which include the terms, and files the notes in his office. Ben initials his own
notes of the deal, which include the terms, and files the notes in his office. Raul fails to
ship the fans. Against Raul, as a contract, the deal is
a. enforceable, because under the UCC a contract need not written.
b. enforceable, because Raul’s initialed notes are a sufficient writing.
c. enforceable, because Ben’s initialed notes are a sufficient writing.