It does not matter whether or not the buyer dealt directly with the manufacturer
because:
A. the obvious danger rule is not used anymore as defense.
B. liability based on negligence does not involve a contractual relationship.
C. liability based on negligence involves a contractual relationship.
D. the obvious danger rule is used as a complete defense.
Answer:
Rowell and Associates, a CPA firm, was engaged by American Widget Corp. to audit its
annual financial statements. American Widget officials told Rowell that the company
planned a new issue of stock and that Rowell’s audit report would be included in the
registration statement. Rowell’s audit team “booked” several large sales for which no
written contracts or orders appeared in the files, but for which verbal confirmations
were given by “customers” during telephone conversations initiated by American
Widget personnel. The customers were nonexistent; the purchases never were made.
American Widget went bankrupt shortly thereafter. Several investors in the new
common stock then sued Rowell. Rowell’s audit team truly believed the sales in
question had been made and that the customers had confirmed the validity of the sales.
In view of these facts, the plaintiffs:
A. will lose their suit because they cannot show that Rowell committed a willful wrong.
B. will win their suit if it is a Rule 10b-5 suit, because Rowell was negligent.
C. will win their suit if it is brought under Section 11 of the Securities Act of 1933,
because Rowell cannot prove due diligence.