Benjamin v. Cablevision Programming Investments
Illinois Supreme Court
114 Ill. 2d 150, 102 Ill. Dec. 296, 499 N.E.2d 1309 (1986)
- Written by Kelly Simon, JD
Facts
Cablevision Programming Investments (defendant) was a limited partnership formed in Illinois. Cablevision invested in and loaned money to companies in the television-programming industry. In 1980, Samuel Benjamin (plaintiff), a citizen of California, purchased one partnership unit in Cablevision for $200,000. Benjamin was in California when he was solicited for the investment. He received the documents related to the purchase while in California, he signed the subscription while in California, and he was never physically present in Illinois in connection with the sale of the partnership share. The documents related to the purchase of the security were sent from Cablevision’s office in Illinois. Benjamin’s check and signed subscription agreement were received by Cablevision in its Illinois office. Cablevision’s leadership executed the agreement on behalf of the company in its Illinois office. Cablevision prepared the confirmation of the sale and evidence of ownership in Illinois and then sent it to Benjamin in California. Approximately two years later, Benjamin learned from the Illinois secretary of state’s office that Cablevision had not filed the registration statement for its securities. Benjamin then filed suit to void the transaction and recover his investment with interest and attorney fees. Benjamin argued that the Illinois Securities Act and its requirements for securities transaction applied because either the transaction was a sale within the State of Illinois (Count 1) or the sale had been made to a person in the State of Illinois (Court 2). Cablevision moved to dismiss the case for failure to state a cause of action. Cablevisions argued that that the Illinois Security Act did not apply to Benjamin’s purchase of the partnership share because Benjamin was not a person in Illinois and the sale had not transpired in Illinois. The circuit court agreed and granted Cablevision’s motion to dismiss both counts. Benjamin appealed.
Rule of Law
Issue
Holding and Reasoning (Ryan, J.)
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