Bart and his brother-in-law, Ted, owned a small corporation. Ted was basically an
investor, and Bart ran the entire business. As Ted became increasingly remote from
day-to-day operations, Bart began to falsify some records so that Bart could take a
greater share of the profits. This continued for years with Bart mailing falsified
financial statements to Ted. When Bart suddenly became ill, Ted was forced to assume a
greater role in the business on a temporary basis. During this time, Ted discovered the
past deceptions and sued Bart under Rule l0b-5 of the Securities Exchange Act of 1934.
Bart defended on the procedural ground that the business was local and had never been
involved in interstate transactions of any kind. Moreover, the corporation was not listed
on any stock exchange, nor did it have assets in excess of $10 million or 500 or more
shareholders. Comment on the outcome of this case.
When a buyer makes a purchase without relying on the seller’s skill and judgment, no
warranty of fitness for a particular purpose exists.