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Ivan Landreth (defendant) offered all of the outstanding stock of his lumber company in Washington State up for sale. During the process of selling said stock, a fire severely damaged his sawmill. Landreth informed potential purchasers of the fire and continued with the sale. Landreth then sold all of the stock in the lumber company to Samuel Dennis and his business partner, who then formed Landreth Timber Company (plaintiff). Landreth agreed to remain involved with the business until the sawmill was repaired. When the cost of repairing the sawmill began to exceed the estimates given to Dennis and his business partner prior to purchasing the stock, Landreth Timber brought suit against Landreth for selling a security without registering according to the Securities Act of 1933. The district court ruled in favor of Landreth, stating that the stock was not considered a security in this case. The Ninth Circuit Court of Appeals affirmed. Landreth Timber then petitioned for certiorari to the United States Supreme Court.