Europe and Overseas Commodity Traders, S.A. (EOC) (plaintiff), was a corporation in Panama. An agent of EOC named Alan Carr had discussions in London, England, with John Arida (defendant) about an investment opportunity. Carr then went to Florida and continued discussions with Arida over the telephone and by facsimile. While in Florida, Carr approved the investment deal. After the deal, EOC sued Arida under § 12(a)(1) of the Securities Act of 1933 (the Act) for selling unregistered securities in the United States in violation of § 5. The district court dismissed the suit, and EOC appealed.