Dodd Hyer (plaintiff) invested approximately $2,200,000 in three condominium developments after being solicited by Matthew Malouf (defendant) through oral and written communications. The money was used to purchase ownership interests that were set forth in project-offering documents used by Malouf to outline the merits of the investments. Hyer alleged that Malouf never conveyed the interest, never built the condos, and distributed Hyer’s investment to other investors, resulting in a violation of § 12(a)(2) of the Securities Act of 1933, 15 U.S.C. § 77l(a)(2). Malouf then filed a motion to dismiss, arguing that Hyer had failed to state a claim for relief because there was no allegation of a public offering.