Florida/Georgia Personal Injury & Workers Compensation

...aused by the defendant's fraud because the statutes on which the state law claim was based and the remedies expressly provided therein did not explicitly require proof of loss causation. The portions of the statutes involved in Rousseff, subsections 517.211(2)-(5) and 517.301(1), Florida Statutes (1981), relate only to securities transactions between buyers and sellers and the statutory remedies provided in connection with such sales.... 22 Appellants do not rely on these provisions in sections 517.211 and 517.301(1) as the basis for their causes of action in these cases. Nothing in the Rousseff opinion purports to pass on the statutory provisions in subsection 517.301(1), the section relied on by Appellants in these cases. That opinion does not purport to hold that the remedies provided in section 517.211 are exclusive of all other remedies recognized by law, nor is it likely that the court would have so held in view of the statutory and common law remedies provided or preserved to investors in other sections of chapter 517....

...ations of the Racketeering Influenced and Corrupt Organizations Act ("RICO") 18 U.S.C. § 1962(a), (b), (c), and (d), (5) common law fraud and deceit, (6) negligent and reckless misrepresentation, (7) ordinary and gross negligence, (8) violations of § 517.211 and § 517.301 of the Florida Securities and Investor Protection Act ("FSIPA"), Fla.Stat. §§ 517.211 and 517.301, and (9) common law conspiracy....

...Gibbs, 383 U.S. 715, 726, 86 S.Ct. 1130, 1139, 16 L.Ed.2d 218, 228 (1966). A. Fraud-Related Claims In the actions now pending, Plaintiffs assert various fraud claims under the Florida Securities Investors Protection Act (F.S.I.P.A.), [38] Fla.Stat. §§ 517.211 and 517.301 *371 (1988), common law fraud and misrepresentation....

...claims, Defendants contend that Plaintiffs fail to assert buyer/seller privity. In support of their position that buyer/seller privity is required, they cite E.F. Hutton & Co. v. Rousseff, 537 So.2d 978 (Fla.1989), where the Florida Supreme Court stated in dicta that relief under § 517.211 requires proof of privity. Contrasting the express civil liability provision of § 517.211 with the implied liability of Rule 10b-5, the court explained: Rule 10b-5 is wide-ranging, covering a broad spectrum of fraud. It applies to any person who is deceitful in connection with the purchase or sale of securities. It requires no privity between buyer *372 and seller.... [S]ection 517.211 ... [on the other hand] applies to a far more narrow group of activities than does rule 10b-5. Buyer/seller privity is required. Id. at 981 (emphasis added). Section 517.211(2) provides a civil cause of action for Plaintiffs, as buyers of securities, against "[a]ny person ... selling a security in violation of § 517.301 and every director, officer, partner, or agent of or for the ... seller, if the director, officer, partner, or agent has personally participated or aided in making the sale." Fla.Stat. § 517.211(2)....

...To read the Florida Supreme Court's statement that "[b]uyer/seller privity is required" in the strict sense which Defendants urge would expressly contravene the explicit statutory language and legislative intent of the provision. Accordingly, this Court holds that a plaintiff may recover under § 517.211 from either (1) his seller, who he is in privity with, as well as (2) any officer, director, partner or agent of such a seller who has solicited the sale of the securities on his own behalf or on behalf of the seller....

...[40] Plaintiffs in Feld, Adler, Revere, and Franklin fail to allege from whom they bought the SAI securities. Had they bought them from SAI, it would be a question of fact whether any of the officers and directors of SAI or whether PMM, as an agent of SAI, had sufficient participation in the sales to hold it liable under § 517.211. As they omit to state that SAI was the seller, those counts premised on §§ 517.301 and 517.211 are dismissed....

...In addition, they state that the various defendants were officers, directors and/or agents [41] of SAI who carried out several acts in violation of § 517.301 which induced Plaintiffs to purchase. Whether Defendants in fact solicited the sale of the securities and, therefore, are liable under §§ 517.301 and 517.211, is a question of fact to be determined at trial or earlier summary proceedings....

...order to make the statements made, in the light of the circumstances under which they were made, not misleading; or 3. To engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon a person. Section 517.211(2), which operates upon § 517.301 provides: Remedies available in cases of unlawful sale....

...1980); Ruden v. Medalie, 294 So.2d 403, 406 (Fla.3d Dist.Ct.App.1974). Although no case to this Court's knowledge has specifically addressed the issue, this Court determines that conduct sufficient to constitute solicitation for the purposes of satisfying § 517.211 liability is similar to that deemed sufficient by the Supreme Court in Pinter v....

...Dahl to hold one liable as a "seller" under § 12(2) of the Securities Act of 1933. Cf. Beltram, 725 F.Supp. at 500 (mentioning Pinter 's standard for liability and then finding that no showing was made in the case before it that defendant solicited the sale of securities under § 517.211)....

...eir favor for $721,762.91 plus costs and interest. See 9 U.S.C.A. § 10 (a) (West Supp.1993). The Browns argued that because the Panel had ruled in their favor, the Panel was required to apply Florida’s statutory damages formula. See Fla.Stat.Ann. § 517.211....

...ision. The remaining point for the Court's consideration, as to Plaintiff Miller's motion for summary judgment, is whether summary judgment is appropriate on the amount of recessionary damages to be awarded. Plaintiff Miller alleges that pursuant to Section 517.211(3), he may recover "the consideration paid for the security, plus interest thereon at the legal rate, less the amount of any income received by the purchaser on the security." Plaintiff's calculations for "consideration paid" is as fo...

...t therefore recoverable. *1533 Upon due consideration, the Court finds the motion for summary judgment and response inadequate on the question of whether or not the interest paid on the $100,000.00 note was "consideration paid" within the meaning of Section 517.211(3), Fla.Stat....

...sis in Klawans. In Plaintiffs' view, the beginning point of analysis lies in recognition of the legal identity of Plaintiffs' claims under the Florida and Indiana Acts' anti-fraud provision and the class-wide federal law claims in Klawans. F.S.A. ž 517.211 provides a civil remedy where securities are offered or sold in violation of F.S.A....

...ed a class-wide claim based on these representations under Section 17 of the Securities Act of 1933. Under Section 211 of the Florida Act, conduct violative of Section 301 is incorporated into the civil remedy provision. When this is done, F.S.A. ž 517.211 becomes in all essential respects identical to the express civil remedy provided by Section 12(2) of the Securities Act of 1933. Both F.S.A. ž 517.211 and Section 12(2) provides the same remedy (statutory rescission) where a purchase of securities has been induced by false statements of material fact or omissions to disclose material facts. The Supreme Court of Florida has recently observed that: The effect of section 517.211 is similar to that of federal section 12(2), except that whereas 12(2) protects only buyers, section 517.211 protects both buyers and sellers. E.F. Hutton v. Rousseff, 537 So.2d 978 (1989). The congruity of F.S.A. ž 517.211 and ž 517.301 to Sections 17 and 12(2) of the Securities Act of 1933 is pervasive....

...nt presents a claim for sale of securities in violation of the registration provision of the Florida Securities Act. This claim substantially replicates the class-wide non-registration claim in Klawans based on the Oklahoma Securities Act. F.S.A. ž 517.211(1) provides the basic civil liability provision for unlawful sales of unregistered securities: "Every sale made in violation of ......

...It provides: No security ... unless sold in any transaction exempt under any of the provisions of s. 517.061 shall be sold or offered for sale within this state unless such securities have been registered. A purchaser's prima facie case under F.S.A. ž 517.211(1) requires proof only of these elements: (1) Plaintiffs purchased a security; (2) Defendants were persons who sold the security; and (3) the security was not registered....

...Section 301 of the Oklahoma Securities Act (parallel to F.S.A. ž 517.07) simply provides: It is unlawful for any person to offer or sell any security in this state unless (1) it is registered under this act or (2) the security or transaction is exempt under Section 401. The parallel to F.S.A. ž 517.211(1), Section 408(a) of the Oklahoma Act, imposed civil liability for sales of unregistered, nonexempt securities....

...is liable ... to the person buying the security from him .... As under the Florida Act, the Defendants must plead and prove any claimed exemption as an affirmative defense. Section 401(e) of the Oklahoma Act replicates F.S.A. ž 517.171. Like F.S.A. ž 517.211(1), the Oklahoma statute extends liability for unlawful sales to "every person who materially participates or aids in a sale." Okla....

...Gerald Lewis, Comptroller of Florida. SHAW, Justice. This case is before us on the following question of Florida law certified by the United States Court of Appeals, Eleventh Circuit: In an action under the Florida Securities and Investor Protection Act, Fla. Stat. §§ 517.301, 517.211, is the claimant required to prove that his loss was proximately caused by the defendant's fraud? Rousseff v....

...Herman & MacLean, 640 F.2d 534 (5th Cir.1981). State securities laws operate in conjunction with the federal laws; federal laws do not supercede state laws. 15 U.S.C. §§ 77p, 78bb(a) (1982). The Florida statutes in issue here are sections 517.301 and 517.211, Florida Statutes (1981)....

...der to make the statements made, in the light of the circumstances under which they were made, not misleading; or (c) To engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon any person. Section 517.211, which operates upon section 517.301, is similar in effect to section 12(2) of the 1933 Act. It provides: 517.211 Remedies available in cases of unlawful sale....

...Loss causation is a requirement under this federal law and provides that the decline in value of the injured party's investment must result directly from the offending party's fraud, not from some other source, e.g., independent *981 market forces. [5] Rousseff asserts that because the overall effect of sections 517.301 and 517.211 is similar to that of section 12(2), federal case law interpreting section 12(2), which has no loss causation requirement, should be relevant....

...Because no federal statute exists that allows private parties to obtain civil relief for many of the offenses embraced by rule 10b-5, the federal courts have created such a right. Under Florida law, no court-made implied civil right has been created under section 517.301 because companion section 517.211 contains an express civil liability provision. Hutton's attempt to analogize rule 10b-5 and section 517.301 breaks down under scrutiny. A civil action under federal law implements rule 10b-5 and a body of judge-made law. A similar action under Florida law implements sections 517.301 and 517.211....

...See also Huddleston, 640 F.2d at 543. It is clear that under federal law loss causation was deemed necessary in order to balance and fairly restrict liability under a wide-ranging statute. The Florida statutes, on the other hand, are far more restrictive. Because section 517.211 contains an express civil liability provision, Florida courts need fashion no court-made civil right. They need only follow the clear language of the statute. Section 517.211 says that if a seller (or buyer) is untruthful in a sale, the buyer (or seller) can rescind the transaction and get his money back. This provision applies to a far more narrow group of activities than does rule 10b-5. Buyer/seller privity is required. The remedy is restricted to consideration paid. The effect of section 517.211 is similar to that of federal section 12(2), except that whereas 12(2) protects only buyers, section 517.211 protects both buyers and sellers....

...Loss causation has never been required there. "The buyer need not show any causal connection between the misrepresentation and his damage; indeed, he need not even show that he has been damaged." Id. Proof of loss causation is not mentioned in sections 517.211 or 517.301, nor is it required under section 12(2), which is the comparable federal law, or under the common law cause of action from which the state and federal laws derived. Accordingly, we hold that proof of loss causation is not required in a civil securities proceeding under sections 517.211 and 517.301, Florida Statutes....

...t of the claim, loss causation, i.e., that the misrepresentation caused the economic harm. [9] The Florida Supreme Court has recently held that proof of "loss causation" is not required in a securities proceeding instituted under Section 517.301 and Section 517.211....

...dividuals which may be held liable for a Section 517.301 violation. Plaintiff maintains that the Florida legislature has expressly restricted the scope of liability under Section 517.301 to that narrow class of individuals and entities identified in Section 517.211, and as such, Plaintiff may not be held liable under the theory of vicarious liability. Upon review of this matter, this Court finds in accordance with the Magistrate that Plaintiff's Motion to Dismiss Count II lacks merit. Contrary to Plaintiff's assertions, Fla.Stat. Section 517.211 expressly provides for liability premised upon the theory of agency....

...Herman & MacLean, 640 F.2d 534, 554 (5th Cir.1981), rev'd on other grounds, 459 U.S. 375, 103 S.Ct. 683, 74 L.Ed.2d 548 (1983). [10] The Court's ruling on this matter is in accord with the Report and Recommendation issued by the Magistrate. [11] Florida Statute Section 517.211(2) provides: Any person purchasing or selling a security in violation of s....

...s in the trial and appellate courts and the costs of investigation and litigation, reasonably incurred. In no event shall punitive damages be awarded. .... Section 895.05(7) will not support an award of attorneys' fees for Plaintiff. Plaintiff cites Section 517.211(6) of the FIPA as support for an award of attorneys' fees. (Response, Page 16). The Court assumes that Plaintiff was referring to Florida Statutes, § 517.211(6). Plaintiff correctly quotes § 517.211(6): In any action brought under this section, including an appeal, the court shall award reasonable attorneys' fees to the prevailing party unless the court finds that the award of such fees would be unjust....

...al court had no authority to award fees. See id. at 76. In Raymond, James & Associates v. Wieneke, 591 So.2d 956 (Fla. 2d DCA 1991), however, the court approved an award of fees where arbitration claims were filed under both the common law and under section 517.211....

...the award, but stated "that they `determined to make an award in favor of the Claimants and against [Raymond James] for attorneys' fees.'" Id. at 957. After the trial court ruled that such language was sufficient to authorize an award of fees under section 517.211, the Second District affirmed, holding that the arbitrators' comments about attorney's fees was a sufficient "signal" to the courts that the statutory claim was allowed....

...Based upon the attorney's fees reference in the award, the circuit court awarded fees to Durham. On appeal, the Fifth District affirmed, holding that although the award did not specify the precise claim upon which Durham prevailed, "[t]his language [in the award] was sufficient to permit a fee award under section 517.211(6)." Id....

...In the instant case, the record reveals that Moser, a sixty-seven-year-old clerk at a pharmacy at the time, invested her savings and retirement funds with Barron. The broker in charge of Moser's investments allegedly committed various irregularities resulting in the depletion of Moser's funds. As previously mentioned, section 517.211(6) provides remedies, including the payment of attorney's fees, for just the kind of irregularities allegedly committed by Barron....

...In effect, then, the arbitrators' arbitrary action in failing to indicate the basis of an award would effectively deprive Moser of not just a "meaningful, full, and fair hearing," Rucker, 684 So.2d at 841, but of any hearing at all on the denial of a property interest in attorney's fees expressly provided for by section 517.211(6)....

...etermination of the issue of entitlement to attorney's fees, and remand this case to the district court for further proceedings consistent herewith. It is so ordered. WELLS, C.J., and SHAW, HARDING, PARIENTE, LEWIS and QUINCE, JJ., concur. NOTES [1] Section 517.211(6), Florida Statutes (1997), provides: "In any action brought under this section, including an appeal, the court shall award reasonable attorney's fees to the prevailing party unless the court finds that the award of such fees would b...

...The court denied all motions except Golub’s motion for attorneys’ fees. The court determined that the jury’s response to interrogatory 11 constituted a finding that Gant had violated Fla.Stat. *1520 § 517.301 (1985) 2 and entitled Golub to reasonable attorneys’ fees as the “prevailing party” under Fla.Stat. § 517.211(6) (1985)....

...On the merits, Golub maintains that the court’s annexation of Gant’s stipulation cured any possible infirmity in the jury’s verdict. Thus, Golub argues, the district court was correct to conclude that Golub was entitled to attorneys’ fees as the “prevailing party” under section 517.211(6)....

...��s charge to the jury. Because Gant made no such objection, either at the charge conference or when the judge distributed the special verdict form to the jury, it waived its right to this appeal. 6 B. Attorneys Fees. It is undisputed that Fla.Stat. § 517.211(6) entitles the prevailing party in this lawsuit to reasonable attorneys’ fees....

...§ 517.301 (West Supp. 1985). 3 . In any action brought under ... section [517], including an appeal, the court shall award reasonable attorneys’ fees to the prevailing party unless the court finds that the award of such fees would be unjust. Fla.Stat.Ann. § 517.211(6) (West 1988)....

...been discovered with the exercise of due diligence, but not more than 5 years from the date such violation occurred." § 95.11(4)(e), Fla.Stat. (1985). The right of action provided arises when a sale is made in violation of the Chapter's provisions. § 517.211, Fla.Stat....

...For the reasons stated below, we affirm the district court’s denial of a jury trial. However, we believe that the transactions in question did not involve a security; therefore, we reverse that portion of the district court’s decision awarding plaintiffs’ attorneys’ fees under the Florida state securities laws, F.S. § 517.211(6)....

...traditional equitable proceedings, and the district court was correct in denying a jury trial on these issues. III. Application of Securities Laws We turn next to the trial court’s award of attorneys’ fees under the Florida Securities Act, F.S. § 517.211(6)....

...Conclusion In summary, we affirm the district court’s determination that no right to a jury trial existed on the issues presented in this case. We disagree, however, with the district court’s conclusion that Cole’s interest in the venture constituted a security, and thus the award of attorneys’ fees under F.S. 517.211(6) is reversed....

...1261 , 51 L.Ed.2d 464 (1977); Pernell v. Southall Realty, 416 U.S. 363 , 94 S.Ct. 1723 , 40 L.Ed.2d 198 (1974); Curtis v. Loether, 415 U.S. 189 , 94 S.Ct. 1005 , 39 L.Ed.2d 260 (1974); Colgrove v. Battin, 413 U.S. 149 , 93 S.Ct. 2448 , 37 L.Ed.2d 522 (1973). 7 . F.S. 517.211(6): 8 ....

...poses under section 47.051, Florida Statutes (1997), see U-Haul Co. of Northern Fla. v. Fuller, 417 So.2d 1102 (Fla. 4th DCA 1982). [4] It does not appear that such reliance damages are a compensable injury under its section 517.301 FSIPA claim. See § 517.211, Fla....

...Trust and granted U.S. Trust's Motion for Certification pursuant to Rule 54(b). II. Securities Law Claims 6 A. Florida Security and Investor Protection Act 7 Appellants claim that U.S. Trust violated Fla.Stat. section 517.07 and Fla.Stat. section 517.301. Fla.Stat. section 517.211 extends liability under these sections to a "person making the sale," a "person ......

...Department of Legal Affairs. See § 501.203(2), (4), Florida Statutes (2002). Such a result would overlap with the plenary authority to regulate securities transactions Florida law already gives to the Florida Department of Banking and Finance. See § 517.211.311, Fla....

...Based on this conduct, plaintiff also alleges that defendant knowingly defrauded plaintiff in the context of the sale of such securities. Plaintiff demands damages in excess of $1.4 million and recision pursuant to the Florida Securities and Investor Protection Act, § 517.211(3)(a), and tenders to defendant the securities at issue in this case....

...ts. (D.E. 19). The Verified Complaint alleges claims for breach of contract, fraud, civil theft (Fla. Stat. §§ 812.014 and 772.11), conspiracy to commit fraud and civil theft, violations of Florida Securities and Investor Protection Act (Fla.Stat. § 517.211), violations of § 10(b) of the Securities and Exchange Act, 15 U.S.C....

...aused by the defendant's fraud because the statutes on which the state law claim was based and the remedies expressly provided therein did not explicitly require proof of loss causation. The portions of the statutes involved in Rousseff, subsections 517.211(2)-(5) and 517.301(1), Florida Statutes (1981), relate only to securities transactions between buyers and sellers and the statutory remedies provided in connection with such sales. The provisions of subsection 517.301(1) involved in Rousseff explicitly apply only "[i]n connection with the offer, sale, or purchase of any security," and perforce can apply only when there is privity between the parties involved. Subsections 517.211(2)-(5) deal only with claims for rescission or damages due to a violation of paragraph (1) of section 517.301 in disputes between buyers and sellers of securities. Appellants do not rely on these provisions in sections 517.211 and 517.301(1) as the basis for their causes of action in these cases. Nothing in the Rousseff opinion purports to pass on the statutory provisions in subsection 517.301(3), the section relied on by Appellants in these cases. That opinion does not purport to hold that the remedies provided in section 517.211 *1092 are exclusive of all other remedies recognized by law, nor is it likely that the court would have so held in view of the statutory and common law remedies provided or preserved to investors in other sections of chapter 517....

...es if such violation is shown to be the proximate or legal cause of the loss allegedly suffered by Appellants. Although the supreme court in Rousseff ruled that "proof of loss causation is not required in a civil securities proceeding under sections 517.211 and 517.301, Florida Statutes" (537 So.2d at 981), that ruling is not dispositive of the causation issue in these cases....

...The state law claims must be submitted to arbitration. NOTES [1] Count I alleges HUTTON's violation of Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. 240-10b-5. Counts II, III, IV and V allege fraudulent misrepresentation, violations of Section 517.211 and 517.301, Florida Statutes, and breach of fiduciary duty, respectively.

...mission (SEC). The plaintiff, Standford P. Birnholz, individually and as trustee of the Standford P. Birnholz P.A. Pension Plan (Birnholz), brought this action in the United States District Court for the Southern District of Florida pursuant to Sec. 517.211, Fla.Stat., 1 against the 44 Wall Street Fund, Inc....

...did not adversely affect the exemption obtained by the Fund in August, 1979. Consequently, the court ruled that the challenged offers and sales of the Fund's shares were exempt transactions and therefore denied Birnholz' claim for relief under Sec. 517.211....

...he payment of a $750.00 fee every three years to maintain the effectiveness of a registration exemption. Finally, a determination must be made whether substantial compliance with the amended statute excuses an issuer from strict liability under Sec. 517.211 for the sale of unregistered securities....

...(1978 Supp.), BUT FAILED, AFTER 36 CONSECUTIVE MONTHS OF SELLING ITS SHARES IN FLORIDA, TO FORWARD THE $750.00 FEE PROVIDED FOR IN THE AMENDED STATUTE, Sec. 517.061(19)(b), FLA.STAT. (1979), SUBSTANTIALLY COMPLIED WITH THE EXEMPTION REQUIREMENTS, THEREBY AVOIDING LIABILITY TO INVESTORS UNDER Sec. 517.211 FOR THE SALE OF UNREGISTERED SECURITIES IN VIOLATION OF Sec....

...In order to assist consideration of the case, the clerk of the court is directed to transmit this certificate, as well as the briefs of the parties and record filed with the court to the Supreme Court of Florida and also to transmit copies of the certificate to counsel for the parties. 19 QUESTION CERTIFIED. 1 Section 517.211 provides that every sale made in violation of the registration provisions may be rescinded at the election of the purchaser, and it makes sellers of unregistered securities liable to the purchaser for damages 2 This section makes it u...

...The amendment to Fla.Stat. § 517.21 is "procedural" (simply a condition precedent to bringing suit) and not "substantive". It created no new right but simply modified the procedure for enforcing an existing right. The amended version of Fla.Stat. § 517.21, to wit § 517.211 which does not require any tender back will, therefore, be applied retroactively....

...e and that Defendants did not provide a prospectus of these securities as required by section 517.07, Florida Statutes. [2] See Plaintiffs' Compl. (Doc. 1) ¶ 117, at 25. Plaintiffs further allege that Plaintiffs are entitled to remedies pursuant to section 517.211, Florida Statutes, since PMI Defendants sold shares of stock in BAOA to Plaintiff Hilliard and other PMI clients residing in Florida and since PMI Defendants solicited funds from Plaintiffs and others in Florida to purchase promissory...

...1) ¶ 52, at 12 (Defendants' statements regarding the safety and lucrative nature of the investment; that funds would be used for growth and expansion of Cash 4 Titles, Inc.; and that Defendants had no financial interest in the investment). The definition of "seller" under section 517.211. Florida Statutes, has been expanded to include those who solicit the sale of securities. See Beltram v. Shackleford, Farrior, Stallings & Evans, 725 F.Supp. 499, 500 (M.D.Fla.1989) (defendant may be liable under section 517.211, Florida Statutes, if the defendant solicits the sale of securities); In re Sahlen & Assoc., 773 F.Supp. 342, 372 n. 40 (S.D.Fla.1991) ("this Court determines that conduct sufficient to constitute solicitation for the purposes of satisfying § 517.211 liability is similar to that deemed sufficient by the Supreme Court in Pinter v. Dahl to hold one liable as a `seller' under § 12(2) of the Securities Act of 1933"). In interpreting the meaning of "solicits" in the context of section 517.211, Florida Statutes, courts have looked to the United States Supreme Court's decision in Pinter v....

...Trust and granted U.S. Trust’s Motion for Certification pursuant to Rule 54(b). II. Securities Law Claims A. Florida Security and Investor Protection Act Appellants claim that U.S. Trust violated Fla.Stat. section 517.07 and Fla.Stat. section 517.301. Fla.Stat. section 517.211 extends liability under these sections to a “person making the sale,” a “person ......

...shareholders, during which time Etue stated that he had personally verified equipment leases, personally counted the equipment, and made further independent verification of the information provided to him by A & Co.; however, these statements were false and misleading. Further, in order to allege a violation by appellees of section 517.211, Florida Statutes, appellants in counts V and VI allege as to E.W....

...ultimate fact, but to include, in a sense, facts tending to show why the statements were false. [2] Because of the damage to reputations and good will which may result from a charge of fraud, a complaint alleging common law fraud, and violations of section 517.211 must satisfy the particularity requirement of rule 1.120(b)....

...Stone of Law Office of Robert C. Stone, P.A., Boca Raton, for appellant. Mark C. Perry of Law Offices of Mark C. Perry, P.A., Fort Lauderdale, for appellee. WARNER, J. Brian Rubin appeals a final judgment finding him liable for securities fraud as an agent under section 517.211, Florida Statutes, and awarding both compensatory and treble damages. Because there was no evidence to support liability under section 517.211, we reverse....

...s. Rubin appeals. Section 517.301, Florida Statutes, makes it unlawful to employ certain false representations, schemes, or fraudulent artifices in rendering investment advice or in offering, selling, or purchasing investment securities or products. Section 517.211(2) imposes individual liability on: [a]ny person purchasing or selling a security in violation of s....

...517.301, and every director, officer, partner, or agent of or for the purchaser or seller, if the director, officer, partner, or agent has personally participated or aided in making the sale or purchase. . . . As Rubin fit no other category, Gabay had to prove that Rubin was an agent within the meaning of section 517.211(2) to hold him liable for the false representations regarding the pre-IPO purchases....

...stocks. The trial court found that Rubin aided and abetted the fraud. Not only was the liability of Rubin not proven under the statute, a common law count of aiding and abetting was never pled. Because Gabay failed to prove liability of Rubin under section 517.211(2), we reverse the final judgment and remand to enter final judgment in favor of Rubin....

...However, we find it necessary to address more fully the question of liability under the Florida Securities Act. Mariner sued AY in one count for fraudulent misrepresentations in connection with the sale of Dielco which violated Fla. Stat. 517.301. It alleged AY was liable under Section 517.211(2) which states: Any person purchasing or selling a security in violation of s....

...he following respective meanings: Section 517.021, Fla. Stat. (1983) (emphasis supplied). Thus, the definitions apply throughout the provisions of the chapter unless the context of a particular section "otherwise indicates." Mariner contends that in section 517.211(2) the context indicates that the use of the word "agent" means other than the narrow definition of "salesman" or natural person....

...law agency may be included. Section 517.021 permits the court to consider the context of the use of the word "agent" and to reject the statutory definition if it does not fit the context. We look first to the internal context of the word both within section 517.211 and in harmony with the interlocking statutes....

...he purchaser, because he is not an "agent" within the statutory definition. The use of the statutory definition creates illogical consequences which comport neither with reason nor with legislative purpose. When we examine section 517.301, for which section 517.211 provides a remedy, it also fails to support a literal application of the statutory definition of "agent" in section 517.211....

..."Person" includes natural persons, corporations, partnerships, and other associations. Fla. Stat. § 517.021(15) (1983). Thus, a broker/dealer which is a corporation or partnership can be found in violation of this section. As noted above, however, application of the statutory definition of agent in section 517.211 leaves the dealer without statutory liability but holds its employee/salesman liable for the violation....

...ute (not to mention the citizens subject to it), and (2) most compatible with the surrounding body of law into which the provision must be integrated. In light of both the legislative purpose and the context of the surrounding body of law into which section 517.211 and "agent" must be integrated, we conclude that its use in this section means to incorporate the common law definition of agency. We are helped in our conclusion by the fact that no court has ever held that a legal entity cannot be liable as an agent under section 517.211(2). In fact, the cases are legion which have allowed recovery. In interpreting section 517.211(2), the court in First Union Brokerage v. Milos, 717 F. Supp. 1519, 1524 (S.D.Fla. 1989), stated "Section 517.211 expressly provides for liability premised upon the theory of agency." Again, in an action against an accounting firm for activities similar to AY's, a federal district court denied a motion to dismiss a cause of action against the acc...

...hich it acted as the exclusive sales agent for the seller. In answering a question certified by the Eleventh Circuit, the court held that the plaintiff did not have to prove loss causation in order to recover for Hutton's fraud. The court noted that section 517.211 required buyer/seller privity, and Hutton could be liable as agent for the seller. Upon receiving the answer to the certified question, the Eleventh Circuit affirmed the jury verdict holding Hutton liable as the seller's agent under section 517.211....

...[4] "We do not, however, construe statutory phrases in isolation; we read statutes as a whole." United States v. Morton, 467 U.S. 822, 828, 104 S.Ct. 2769, 2773, 81 L.Ed.2d 680 (1984). [5] These examples also illustrate that the use of the salesman definition of "agent" in section 517.211 would create a classification scheme for liability which appears to lack any rational basis, and thus is potentially unconstitutional as violative of the equal protection clause....

...E.F. Hutton & Co. v. Rousseff, 537 So.2d 978, 981 (Fla.1989). It asserts that the Milos' have offered no evidence whatsoever that the securities purchased or sold in the instant case were owned or purchased by either First Union or Pershing. Fla.Stat. § 517.211(2), which operates upon Section 517.301, provides that: Any person purchasing or selling a security in violation of s....

...r purchasing the security from such person in an action for rescission, if the plaintiff still owns the security, or for damages, if the plaintiff has sold the security. (emphasis added). As this Court previously held in Milos, 717 F.Supp. at 1524, "Section 517.211 expressly provides for liability premised upon the theory of agency." (footnoted omitted)....

...actions pursuant to Fla.Stat. § 517.12. The Milos' allege that Gerry Daras, a wire operator with First Union, entered sales for the Milos' account in violation of this section. The remedies for violation of Section 517.12 are set forth in Fla.Stat. § 517.211 which authorizes rescission only if the purchaser still owns the securities, the purchase of which is being rescinded....

...Exchange Commission Rule 10b-5, 17 C.F.R. § 240.10b-5 (1992), as well as committing common law fraud, breach of fiduciary duty, and gross negligence. In their complaint, the Depews requested attorneys' fees for the 10b-5 allegations and pursuant to Section 517.211(6), Fla.Stat., which provides that a court shall award reasonable attorneys' fees to a prevailing party under Chapter 517....

...CLAIMS ONLY AGAINST KORNFELD, KLAGER, AND KNOWLES DEFENDANTS A. Sale of Unregistered Securities (Counts XI and XII) Plaintiffs allege claims against the Kornfeld and Klager Defendants under the Florida Securities and Investor Protection Act ("FSIPA"), Fla. Stat. § 517.211 for the sale of unregistered securities, the FPCMs and Fund Offerings....

...(DE 41 at 10-11; DE 53 at 15-17). Because the issue of whether the Woodbridge Investments were securities bears on the viability of several other claims brought by Plaintiffs, I will address this question first. 3 1. Legal Standard Florida Statute § 517.211 creates a private right of action against individuals who sell securities that are not registered under Florida law. Fla. Stat. § 517.211 (referencing Fla. Stat. § 517.07 ). Section 517.211(1) provides that: Each person making the sale and every director, officer, partner, or agent of or for the seller, if the director, officer, partner, or agent has personally participated or aided in making the sale, is jointly and sev...

...ell or offer to sell a security within this state unless ....") ). "Failure to register [a security] results in strict liability for the recision of the transactions." Musolino v. Yeshiva Machzikei Hadas Belz , 137 F. App'x at 323 (citing Fla. Stat. § 517.211 (1) )....

...e family resemblance test weigh in favor of classifying the FCPMs as a security, I conclude that the FPCM is a security under Florida law. Accordingly, Plaintiffs state a claim against the Klager and Kornfeld Defendants for a violation of Fla. Stat. § 517.211 ....

...With the Court's permission, the SEC submitted an amicus curiae brief on the issue of whether the FPCMs are securities that was considered in the following analysis. (DE 110). To the extent that the Kornfeld and Klager Defendants argue that they cannot be held liable under § 517.211 because Woodbridge, not the instant Defendants, recommended and sold FPCMs and other Woodbridge Fund Offerings, that argument is without merit....

...The question involves an interpretation of Fla.Stat. § 517.12, specifically the determination of when a sale of securities is considered to have been made in Florida so as to trigger the application of the automatic damage provisions of Fla.Stat. § 517.211....

...The district court held - that mandatory damages were required, stating' that one who sells securities by mail to a person located in Florida is selling securities in Florida and must be registered in accord with Fla.Stat. § 517.12. 1 A violation of § 517.12 automatically triggers damages under Fla.Stat. § 517.211, 2 which gives the purchaser the option of voiding the sale and instituting an action for rescission if he *458 still owns the security, or permits an action for damages if the security has been sold....

...This Court’s Order of Remand (DE 21) stated: The arbitration award rendered by the arbitration panel does not specifically state that Respondent violated Fla.Stat. § 517.12, a statutory provision which triggers the application of the mandatory damages provision, Fla.Stat. § 517.211....

...state, by mail or otherwise, unless the person has been registered with the department pursuant to the provisions of this section. The intent of the statute is to protect investors. Rudd v. State, 386 So.2d 1216 (Fla. 5th DCA 1980). Florida Statute § 517.211 provides that “Every sale made in violation of either Section 517.07 or Section 517.12 may be rescinded at the election of the purchasers;” F.S. § 517.211. Thus, if a defendant is found to have violated Section 517.12, damages are automatic pursuant to Section 517.211....

...Section 517.12. Because the arbiters found otherwise, this Court will vacate its ruling as being in manifest disregard of the law. See Sheet Metal Workers International v. Kinney Air Conditioning Co., 756 F.2d 742 (9th Cir.1985). As stated earlier Fla.Stat. § 517.211 provides that every sale made in violation of Section 517.12 may be rescinded at the election of the purchaser....

...n Ainsworth’s claim for Skurnick’s violation of Florida Statutes Section 517.12, in the amount of fifty-four thousand one hundred eight dollars and seventy-eight cents ($54,108.78), with interest from April 20, 1987, pursuant to Florida Statutes Section 517.211....

...in or from offices in this state, or sell securities in this state to persons of this state from offices outside this state, by mail or otherwise, unless the person has been registered by the department pursuant to the provision of this section. 2 . 517.211....

...[2] In her statement of claim, the plaintiff asserted violations of federal securities law, state securities law, and general contract and tort law, including breach of fiduciary duties. The claims relevant to this decision are the claims brought under Sections 517.211(6), 517.301(1)(a)(1), 517.301(1)(a)(2), and 517.301(1)(a)(3), Florida Statutes....

...The arbitration award constitutes a debt against the debtor in the amounts determined by the arbitration panel. As the prevailing party in the arbitration, the plaintiff is entitled to attorney's fees for services provided in the arbitration as provided by Section 517.211(6), Florida Statutes....

...Count I Violation of Section 517.301, Florida Statutes It is uncontroverted that Defendant Shackleford, Farrior, Stallings and Evans is not in privity with Plaintiffs. The Florida Supreme Court has held that to prevail on a claim made under the Florida Securities and Investor Protection Act, Sec. 517.211, Florida Statutes, buyer/seller privity is required. E.F. Hutton, Inc. v. Rousseff, 537 So.2d 978, 981. (Fla.1989). In E.F. Hutton, the Florida Supreme Court held the effect of Section 517.211 is similar to that of Section 12(2) of the Securities Act of 1933, "except that whereas Sec. 12(2) protects only buyers, Section 517.211 protects both buyers and seller." 537 So.2d at 981....

..., 19 U.S.C. Secs. 1962 and 1964 (count I); Sec. 12(2) of the Securities Act of 1933 (count II); Sec. 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder (count III); Florida securities laws, Fla.Stat. Secs. 517.301 and 517.211 (1980) (count V); committed common-law fraud (count IV) and negligence (count VI); and breached their fiduciary duty (count VII)....

...the common-law claims of negligence and breach of fiduciary duty produces an even higher figure than that awarded under the securities laws and that the higher amount should have been awarded. 15 A. Measure of Damages Under Florida Securities Law 16 Section 517.211 provides a remedy for violation of the antifraud provision, Sec....

...at the legal rate from the date of purchase; and 23 (b) The value of the security or investment at the time it was disposed of by the plaintiff, plus the amount of any income received on the security or investment by the plaintiff. 24 Fla.Stat. Sec. 517.211(2)-(4). 25 The remedial effect of Sec. 517.211 is similar to that of Sec....

...As the district judge noted, "If the ... methodology espoused by [Shearson] were adopted, it could serve as a license for broker-dealers to defraud their customers with impunity up to the point where losses equaled prior gains." 27 Further, there is nothing in the language of Sec. 517.211 to indicate that the Florida legislature intended to force victims of fraud to aggregate their profits and losses from separate transactions that happened to involve the same defendant and thus reduce their recoveries....

...In Quanstrom, the supreme court divided attorneys' fee cases into three categories: 1) public policy enforcement cases; 2) tort and contract claims; and 3) family law, eminent domain, and estate and trust matters. Quanstrom, 555 So.2d at 833. The attorneys' fees available under section 517.211(6), Florida Statutes (1987), clearly fall within either the first or second category....

...as placed into the second category. Lane, 566 So.2d at 510 n. 4. We do not believe that the state has any compelling reason to promote securities litigation involving small amounts in controversy. We note that the statutory authorization for fees in section 517.211(6) allows a trial court to deny fees if an award would be unjust. As a result of this holding, we conclude that the Wienekes' successful claim under section 517.211(6) entitles them to recover attorneys' fees under category two....

...994, *1280 1000 (M.D.Fla.1994). Plaintiffs have failed to adduce any evidence that Defendant violated these statutory provisions. Defendant concedes that a private cause of action is afforded to Plaintiffs if they can establish a violation of Section 517.301, Fla. Stat.. Section 517.211, Florida Statutes [3] , delineates available remedies for the unlawful sale of securities in violation of Section 517.301. FLA. STAT. § 517.211(2); Marcus v. Shapiro, Abramson & Schwimmer, P.A., 620 So.2d 1284, 1286 n. 2 (Fla. 4th DCA 1993). With respect to violations of Section 517.301, Section 517.211 states: (2) Any person purchasing or selling a security in violation of s....

...e purchase or sale of securities. Plaintiffs have not only failed to allege, but also have failed to present evidence, that they purchased securities from Cardinal. See E.F. Hutton & Co., Inc. v. Rousseff, 537 So.2d 978, 981 (Fla.1989) (stating that Section 517.211 protects buyers and sellers of securities)....

...[2] While the violation of a statutory duty may satisfy the duty of care requirement in a negligence action, Plaintiffs have not adduced evidence that Defendant even violated a statutory duty. See Palmer, 622 So.2d at 1089 n. 8. [3] Defendant contends that Plaintiffs' failure to allege reliance on Section 517.211 is fatal to their cause of action under Section 517.301. As the former is merely the procedural vehicle for obtaining a remedy under Section 517.301, Plaintiffs did not need to expressly allege reliance on Section 517.211....

...aintiffs. In their Motion for Reconsideration, Plaintiffs only challenge the Court's analysis under section 517.301, Fla. Stat. A plaintiff is afforded a private cause of action for violations of section 517.301, Fla. Stat. through the provisions of section 517.211, Fla....

...The Perlins, plaintiffs below, cross-appeal from the denial of their motion for attorney's fees. The Perlins filed suit against their stockbroker, Quick, and its clearing corporation, Q & R, for failing to deliver 400 shares of stock purchased by them. Money damages, interest, costs and attorney's fees were sought under Section 517.211, Florida Statutes (1979), which provides various remedies for securities violations....

...of attorney's fees in this case was proper. In what appears to be a case of first impression in this state, the trial court awarded Morton Perlin, an attorney and plaintiff below, fees for being the prevailing party in an action brought pursuant to Section 517.211, Florida Statutes (1979), which provides, in relevant part: 517.211 Remedies available in cases of unlawful sale....

...lement of costs). We find no merit, however, in Mr. Perlin's cross-appeal, assigning as error the trial court's refusal to award attorney's fees on the final order denying the motion to vacate. The statute under which fees were awarded in this case, Section 517.211, supra, provides that such fees shall be awarded unless the court finds this would be unjust....

...SECURITIES FRAUD Counts IV and V of the Complaint allege violations of Florida securities laws. In order for liability to attach on these Counts, Defendant must be found to be either a seller of a security or a "director, officer, partner, or agent of or for" the seller of the securities. F.S.A. § 517.211(1), (2)....

...The only basis of liability would be a finding that Defendant was an agent of Freedom with respect to the sale of securities to Plaintiffs. In addition to being an agent, Defendant must also have "personally participated or aided in making the sale." F.S.A. § 517.211(1), (2). This Court addressed this very issue in In re Sahlen & Assoc., Inc. Sec. Litig., 773 F.Supp. 342, 372 (S.D.Fla.1991) (Hoeveler, D.J.), holding that a "plaintiff may recover under § 517.211 from ... any officer, director, partner or agent of such a seller who has solicited the sale of the securities on his own behalf or on behalf of the seller." He "determine[d] that conduct sufficient to constitute solicitation for purposes § 517.211 liability is similar to that deemed sufficient by the Supreme Court in Pinter v....

...2063, 100 L.Ed.2d 658 (1988)] to hold one liable as a `seller' under § 12(2) of the Securities Act of 1933." Id. at n. 40; see also E.F. Hutton & Co. v. Rousseff, 537 So.2d 978 (Fla.) answer to certified question conformed to 867 F.2d 1281 (11th Cir.1989) (effect of § 517.211 is similar to that of § 12(2) of the federal securities act)....

...First American National Bank, 943 F.2d 1521, 1527 (11th Cir.1991). This Court is convinced, as was Judge Hoeveler in Sahlen, that Defendant must be shown to have provided more than standard legal services to Freedom in order to impose liability as an agent under § 517.211....

...ch they were made, not misleading; or 3. To engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon a person. The remedy for a violation of Section 517.301 is contained in Florida Statutes Section 517.211(2) and states: Any person purchasing or selling a security in violation of s....

...2, ¶¶ 29, 35, 41), and none of the transactions at issue could have occurred without Wachovia's participation and aiding in their sale to the County. (Doc. No. 2, ¶¶ 29-32, 35-36, 41-42). The Florida Supreme Court has stated that for the remedies of Section 517.211(2) to apply to a violation of 517.301, buyer/seller privity is required....

...In the instant case, Wachovia acted as the County's intermediary in acquiring the securities at issue. The County did not buy the securities from Wachovia and the County did not sell the securities to Wachovia. Therefore, the buyer/seller privity required by Section 517.211 is not present. However, there is authority for the premise that the seller's agent can be liable if the agent solicits the sale of securities. See Hilliard v. Black, 125 F.Supp.2d 1071, 1083 (N.D.Fla.2000) (explaining the definition of "seller" under Section 517.211 has been expanded to include those who solicit sales of securities); Beltram v....

...Wachovia argues that the County's FSIPA holding claim fails because "neither federal nor Florida securities laws allow an action for the improper `holding' of securities." City of St. Petersburg v. Wachovia Bank, N.A., 2010 WL 2991431 at *4 (M.D.Fla. July 27, 2010) (following the plain language of Section 517.211, which does not state that a "holder" may bring a cause of action under Florida's statutory security laws); see also Pafumi v....

...aims *1262 are not actionable under federal securities laws, they may well be actionable under state laws." Riley v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 292 F.3d 1334, 1343 (11th Cir.2002). The County asserts that Rousseff's indication that Section 517.211(2) protects only buyers and sellers should not control because the language—"[i]n connection with the rendering of any investment advice"—was added to Section 517.301(1)(a) after Rousseff was decided....

...recently dismissed a nearly identical FSIPA holding claim arising out of a securities lending contract and found that a "holder" of securities may not bring a claim under FSIPA. 2010 WL 2991431 at *4. In making its decision, the City of St. Petersburg court looked to the plain language of section 517.211(2) which permits only a buyer or seller of securities to bring a cause of action under section 517.301 and looked to the Florida Supreme Court's decision in Rousseff which judicially established the buyer/seller privity requirement of 517.211(2). Id. ; see Fla. Stat. § 517.211(2) (referring only to a person "purchasing or selling a security in violation of s....

...517.301's prohibition of fraud "in connection with the rendering of any investment advice." Ward, 777 So.2d at 1147. The City of St. Petersburg court disregarded the Ward decision, stating "the Ward opinion cannot be reconciled with the language of section 517.211 requiring a purchaser or seller to bring a cause of action under 517.301....

...Hence, this [c]ourt will follow Rousseff and the plain language of the Florida securities law that a `holder' may not bring a statutory securities fraud action." City of St. Petersburg, 2010 WL 2991431 at *4. In the absence of a statutory remedy, this Court will follow City of St. Petersburg and the plain language of section 517.211(2) that requires an action to be brought in connection with the purchase or sale of a security and does not extend the scope of FSIPA to include holding claims, even if such claims are based upon fraudulent investment advice....

...The arbitration panel calculated Davis’s compensatory award pursuant to Fla.Stat. Ann. § 517.011 et seq. (West 1988), which also provides that “the court shall award reasonable attorneys’ fees to the prevailing party unless the court finds that the award of such fees would be unjust.” Fla.Stat.Ann. § 517.211(6) (West 1988)....

...On Motion of Plaintiff-Appellee for Award of Attorney's Fees. Before RONEY and KRAVITCH, Circuit Judges, and TUTTLE, Senior Circuit Judge. PER CURIAM: 1 This Court having affirmed the judgment of the district court, plaintiff-appellee has filed his motion pursuant to Section 517.211(6), Fla.Stat....

...attorney prosecuting the suit ... 3) When so awarded, compensation or fees of the attorney shall be included in the judgment or decree rendered in the case." 8 Appellees point to the fact that the judgment for attorney's fees which they sought in this case arose under Section 517.211(6) of the Florida Code....

...11 Since appellant did not appeal from the order of the trial court in determining that attorney's fees under Section 527.211(6) are not a part of the judgment, but are an element of costs, this order has become the law of the case. It amounts to a construction by the trial court of Section 517.211(6) as providing for an attorney's fee thereunder as an element of costs rather than as an attorney's fee as mentioned in the Insurance Code, which specifically requires a provision for an attorney's fee for a prevailing party to be made a part of the judgment or decree....

...Perwin of Podhurst, Orseck, Josefsberg, Eaton, Meadow, Olin & Perwin, P.A., Miami, for appellee-Richard Frost. STONE, Judge. We affirm a judgment for attorney's fees in favor of the prevailing defendants awarded in an action alleging the unlawful sale of securities under section 517.211(6), Florida Statutes....

...sought modification of the arbitral award in the trial court, contending that the arbitrators had no power under Florida law to decide entitlement to attorney's fees. Smith Barney simultaneously requested fees in a separate motion filed pursuant to section 517.211(6), Florida Statutes (1991), the statute entitling the prevailing party "[i]n any action brought under this section," to reasonable attorney's fees so long as such an award is not deemed "unjust." The trial court agreed with Smith Barney and modified the arbitral award....

...The district court held that mandatory damages were required, stating that one who sells securities by mail to a person located in Florida is selling securities in Florida and must be registered in accord with Fla. Stat. § 517.12. A violation of § 517.12 automatically triggers damages under Fla. Stat. § 517.211, which gives the purchaser the option of voiding the sale and instituting an action for rescission if he still owns the security, or permits an action for damages if the security has been sold....

...ties in this state to persons of this state from offices outside this state, by mail or otherwise, unless the person has been registered with the department pursuant to the provisions of this section. (Emphasis added.) This section must be read with section 517.211(1), Florida Statutes (1989), which provides, in pertinent part, that "[e]very sale made in violation of either s. 517.07 or s. 517.12 may be rescinded at the election of the purchaser." The intent of section 517.12 is to protect purchasers and, if that section has been violated, damages are automatic in accordance with the provisions of section 517.211....

...However, we conclude that fees were improperly awarded based on the second argument. The general rule is that attorneys' fees are not taxable unless specifically provided by contract or statute. Codomo v. Emanuel, 91 So.2d 653 (Fla. 1956). Loeb Rhoades contends that it was entitled to attorneys' fees based upon Section 517.211, Florida Statutes (1981), or Section 17(a) of the 1933 United States Securities Act....

...If the court had permitted the late addition of the agreement the case would have to have been reopened and the issue further litigated. We conclude that Loeb Rhoades' claim for attorneys' fees cannot be supported on any contractual basis. The more difficult issue is the application of Section 517.211(6), Florida Statutes (1981), which provides as follows: (6) In any action brought under this section, including an appeal, the court shall award reasonable attorneys' fees to the prevailing party unless the court finds that the award of such fees would be unjust. This attorneys' fee provision is contained in Section 517.211, which is entitled, "Remedies available in cases of unlawful sale." Chapter 517, commonly known as the Blue Sky Law, governs securities transactions....

...ing in the arbitration award indicated she had prevailed on a claim which would entitle her to fees. [2] We disagree. Success on the FSIPA claim, see section 517.301, Florida Statutes (Supp.1992), would entitle Durham to an award of attorney's fees. Section 517.211(6), Florida Statutes (1995), provides: In any action brought under this section, including an appeal, the court shall award reasonable attorneys' fees to the prevailing party unless the court finds that the award of such fees would be unjust....

...Although the arbitration award was not explicitly based on the FSIPA claim, the panel did state Josephthal would be liable to Durham for her attorney's fees in an amount to be determined by the circuit court. This language was sufficient to permit a fee award under section 517.211(6)....

...nsuitable trading violation of Section 517.301(1), Florida Statutes, is not merely technical. Just like churning, it is statutory fraud. Because appellee successfully escaped liability on all counts, however, it was the prevailing party in the suit. Section 517.211(6), Florida Statutes, provides that "[i]n any action brought under this section, including an appeal, the court shall award reasonable attorney's fees to the prevailing party unless the court finds the award of such fees would be unju...

517.301 is expressly provided for in section 517.211. Section 517.211 provides, in pertinent part: (2) Any

...facts necessary to make the statements made not misleading. Ernst & Ernst v. Hochfelder, 425 U.S. 185, 96 S.Ct. 1375, 47 L.Ed.2d 668 (1976). Plaintiff also charges defendants with fraud under Florida law. In count 5, plaintiff seeks rescission under section 517.211(2), Florida Statutes, for defendants alleged violations of the anti-fraud provisions of section 517.301, Florida Statutes....

...Section 517.241 is the general remedies provision of the Act, providing in pertinent part that "any person" may bring any statutory or common-law "action in any court for any act involved in the sale of securities...." Fla. Stat.Ann. § 517.241(2) (West Supp.1983). [15] Section 517.211 also provides purchasers and sellers covered by the Act with a cause of action for rescission or damages....

...n over civil suits instituted in connection with the sale or offer of sale of securities under any laws of the United States as they may have under similar cases instituted under the laws of the state. Fla.Stat.Ann. § 517.241 (West Supp.1983). [16] Section 517.211 is explained in the House Commerce Committee's Summary and Analysis. [Section 517.211] [b]roadly clarifies the definition and components of the remedies available to either a purchaser or a seller for unlawful sale....

...Since the violation may not be discovered until long after the 30 days has expired, the department believes it is unfair to penalize the good faith seller who offers full restitution. b. Subsection (2) is new language that expressly states what is implied in the existing language of section 517.211; that is plaintiffs can bring an action under section 517.301 for either recission [sic] or damages....

...This case presents a situation where Plaintiffs sued in federal court under a federal statute for which attorneys fees are not available. Under their pendent Florida Securities Act claim, however, they are entitled, as the prevailing party, to an award of fees. Section 517.211(6) provides: In any action brought under this section, including an appeal, the court shall award reasonable attorneys' fees to the prevailing party unless the court finds the award of such fees would be unjust....

...Hartford Accident & Indemnity Co. v. Smith, 366 So.2d 456 (Fla. 4th DCA 1978). The statute involved in the instant case, however, makes no such provision. A recent Eleventh Circuit case concerning the timing of a motion for attorneys' fees on appeal under Section 517.211(6), Florida Statutes, is somewhat helpful in resolving this issue....

...The Defendants had not appealed that particular ruling, and it became law of the case. The Silverberg case is the only reported case the Court has uncovered where either a federal or Florida court has specifically held that an attorneys' fee award pursuant to Section 517.211(6), Florida Statutes, need not be made part of the judgment....

...1162, 71 L.Ed.2d 325 (1982), the Supreme Court held that a motion for attorneys fees under § 1988 raised issues collateral to the main action and that therefore the time constraints of Rule 59(e) did not apply to the filing of the motion. Like 42 U.S.C. § 1988, Section 517.211(6), Fla.Stat....

...t barred on the basis of untimeliness, and it will therefore consider the merits of the motion. Defendants first urge the Court to deny Plaintiffs' attorneys' fees petition because "the award of such fees would be unjust" and therefore prohibited by Section 517.211(6), Fla.Stat....

...(11) The nature and length of the professional relationship with the client. This factor was not relevant. (12) Awards in similar cases. Plaintiffs' attorney offered no examples of attorneys' fees awards in securities cases. Although the Court has not *178 previously awarded attorneys' fees under Section 517.211(6), Florida Statutes, it has considered awards of attorneys' fees made pursuant to various statutes, and the Court drew on this experience in assessing the reasonableness of the hours expended, the hourly rate, and the skill and experience of Plaintiffs' attorneys....

...rbitration. After signing the agreement, the Grandisons filed an amended complaint against Great Western for fraud, civil theft, failure to provide a prospectus, as required by section 517.075, Florida Statutes (1995) and rescission, as set forth in section 517.211, Florida Statutes (1995)....

...Consequently, since count I of Bongard's complaint properly alleged all the essential elements of fraud, the trial court improperly dismissed it. Following therefrom, the trial court improperly dismissed count III grounded upon section 517.301, Florida Statutes (1985). See § 517.211(2), Fla....

...of proximate cause to the jury. However, we were unable to discern whether this flaw in the trial proceedings was fatal to the claim made under the antifraud provisions of the Florida Securities and Investor Protection Act, Fla.Stat. Secs. 517.301, 517.211....

...pending a resolution of the certified question. 2 The Florida Supreme Court has answered the certified question in the negative, holding that proof of loss causation is not required in a civil securities proceeding under Fla.Stat. Secs. 517.301 and 517.211, 537 So.2d 978 ....

...ROUSSEFF, et al., Plaintiffs/Appellees. 10 SHAW, J. 11 This case is before us on the following question of Florida law certified by the United States Court of Appeals, Eleventh Circuit: 12 In an action under the Florida Securities and Investor Protection Act, Fla.Stat. Secs. 517.301, 517.211, is the claimant required to prove that his loss was proximately caused by the defendant's fraud? 13 Rousseff v....

...Herman & MacLean, 640 F.2d 534 (5th Cir.1981). 26 State securities laws operate in conjunction with the federal laws; federal laws do not supercede state laws. 15 U.S.C. Secs. 77p, 78bb(a) (1982). The Florida statutes in issue here are sections 517.301 and 517.211, Florida Statutes (1981)....

...make the statements made, in the light of the circumstances under which they were made, not misleading; or 31 (c) To engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon any person. 32 Section 517.211, which operates upon section 517.301, is similar in effect to section 12(2) of the 1933 Act. It provides: 33 517.211 Remedies available in cases of unlawful sale.--.......

...Loss causation is a requirement under this federal law and provides that the decline in value of the injured party's investment must result directly from the offending party's fraud, not from some other source, e.g., independent market forces. 5 Rousseff asserts that because the overall effect of sections 517.301 and 517.211 is similar to that of section 12(2), federal case law interpreting section 12(2), which has no loss causation requirement, should be relevant....

...Because no federal statute exists that allows private parties to obtain civil relief for many of the offenses embraced by rule 10b-5, the federal courts have created such a right. Under Florida law, no court-made implied civil right has been created under section 517.301 because companion section 517.211 contains an express civil liability provision. Hutton's attempt to analogize rule 10b-5 and section 517.301 breaks down under scrutiny. A civil action under federal law implements rule 10b-5 and a body of judge-made law. A similar action under Florida law implements sections 517.301 and 517.211....

...See also Huddleston, 640 F.2d at 543 . It is clear that under federal law loss causation was deemed necessary in order to balance and fairly restrict liability under a wide-ranging statute. 47 The Florida statutes, on the other hand, are far more restrictive. Because section 517.211 contains an express civil liability provision, Florida courts need fashion no court-made civil right. They need only follow the clear language of the statute. Section 517.211 says that if a seller (or buyer) is untruthful in a sale, the buyer (or seller) can rescind the transaction and get his money back. This provision applies to a far more narrow group of activities than does rule 10b-5. Buyer/seller privity is required. The remedy is restricted to consideration paid. The effect of section 517.211 is similar to that of federal section 12(2), except that whereas 12(2) protects only buyers, section 517.211 protects both buyers and sellers....

...Loss causation has never been required there. "The buyer need not show any causal connection between the misrepresentation and his damage; indeed, he need not even show that he has been damaged." Id. 48 Proof of loss causation is not mentioned in sections 517.211 or 517.301, nor is it required under section 12(2), which is the comparable federal law, or under the common law cause of action from which the state and federal laws derived. Accordingly, we hold that proof of loss causation is not required in a civil securities proceeding under sections 517.211 and 517.301, Florida Statutes....

...nt in favor of the Plaintiffs and against the Debtor (the "Award"). The Award found that the Debtor had violated the Florida Securities and Investor Protection Act and the Florida Securities Act and that the Debtor was liable to the Plaintiffs under Section 517.211 of the Florida Statutes. Fla. Stat. §§ 517.07, 517.211, and 517.303....

...gaged in the meatpacking business in Honduras. When the company perhaps predictably went (pork) belly up, Weinberg sued the corporation and three of its principals, the present appellees, for rescission of the transaction and other attendant relief. § 517.211, Fla....

...3d DCA 1978). This failure alone establishes the unavailability of the exemption applied below. The basis of the lower court's decision rendered it unnecessary for it to consider whether any or all of the present appellees were individually liable under *864 § 517.211(2), Fla....

...as to this debtor, for the purposes of this statutory provision. In 1983, plaintiffs sued the corporation, the debtor and his associate in the State court on two causes of action. The first was based upon common law fraud. The second was based upon § 517.211, Florida Statutes (1983), which permits a civil money judgment against those responsible for the sale of unregistered stock....

...2d DCA 2003) (concerning fees sought pursuant to § 57.105, Fla. Stat. (1997), in a case involving the collection of a promissory note); Barron Chase Sec., Inc. v. Moser, 794 So.2d 649 (Fla. 2d DCA 2001) (involving arbitration award against securities dealer pursuant to § 517.211(6), Fla....

...On April 8, 1999, the NASD Arbitration Panel entered an award for the Defendant in the sum of $125,000.00 as compensatory damages, with interest from date of entry to payment, and reimbursement of costs and filing fees, for a total award of $133,733.00. The Panel further found that the Plaintiff had violated Section 517.211 of the Act, entitling the Defendant to attorney's fees, to be determined in a subsequent action by a court of competent jurisdiction....

...The arbitrators did not exceed their powers by considering and deciding to direct Plaintiff to subpoena Piechowicz for the hearing. 4. Definite Award and Manifest Disregard for the Law Plaintiff further alleges that the Panel failed to render a definite award because its award only makes reference to one section of the Act, Section 517.211, which provides for remedies but does not proscribe conduct....

...§ 10(a)(4) (permitting vacatur where the arbitrators "so imperfectly executed [their powers] that a mutual, final, and definite award upon the subject matter submitted was not made."). Thus, Plaintiff asserts, by finding that Liberty had only violated Section 517.211, the Panel failed to render a decision with regard to the claims actually submitted by the Defendant....

...However, as Plaintiff acknowledges, the Panel is not required to explain their reasons for an award. See Montes v. Shearson Lehman Bros., Inc., 128 F.3d 1456, 1462 n. 8 (11th Cir.1997). Defendant here requested that the Panel include the specific reference to Section 517.211 to preserve her right to attorney's fees in a subsequent proceeding....

...Sys., Inc., 903 So.2d 968, 969 (Fla. 5th DCA 2005). Furthermore, contrary to Lipson's assertion, the counts alleging securities fraud and fraudulent sales of investment are not tantamount to common law actions for fraud. Because both of these actions are predicated on a violation of section 517.211, Florida Statutes, Lipson is required to show that Appellants personally induced the investors to purchase the securities or investments....

...Paragraph five states a lump-sum amount of punitive damages along with post-judgment *1345 interest. Paragraph six of the arbitration award's award section states, "The Panel finds that Respondents Cohen, Lee, Bekhor, and Island Securities violated Sections 517.211 and 517.301, Florida Statutes." It is this statement that brings the arbitration award into question....

...of Florida, 579 So.2d 77 (Fla.1991), held that Section 682.11 precluded arbitrators from awarding attorney's fees, but not trial courts, provided there existed a contract or statute upon which the trial court could base the award. Under Florida Statute § 517.211(3)(b), (6), reasonable attorneys' fees shall be awarded unless the court finds that these fees would be unjust....

...In the instant Motion, Defendant requests "an award of the attorneys' fees incurred in defending Plaintiff's [FSIPA] claim and related fraud claims in the amount of" $85,350.25. See Motion at 1, 14, 16. Defendant contends that a fee award for defense of the FSIPA claim is appropriate under Florida Statutes section 517.211(6), and that a fee award is likewise appropriate for the related fraud-based claims—negligent misrepresentation and fraud in the inducement—because those claims were "intertwined" with the FSIPA claim....

...David Boland Inc., 309 F.3d 758, 760 (11th Cir.2002) (citation omitted); see also Prime Ins. Syndicate, Inc. v. B.J. Handley Trucking, Inc., 363 F.3d 1089, 1091 (11th Cir.2004) (citation omitted). Plaintiff seeks a fee award under Florida Statutes section 517.211(6), and thus, Florida state law governs whether a fee award is appropriate....

...Pepper's Steel & Alloys, Inc., 289 F.3d 741, 742 (11th Cir. 2002) (per curiam) (citation omitted); see also Dade County v. Pena, 664 So.2d 959, 960 (Fla.1995). Plaintiff brought his FSPA claim pursuant to Florida Statutes sections 517.301(1)(a) and 517.211(2). See Complaint at 5-7; see also E.F. Hutton & *1304 Co., Inc. v. Rousseff, 537 So.2d 978, 980-81 (Fla.1989) (per curiam) (explaining that section 517.211(2) provides the civil liability provision for violations of section 517.301(1)). Section 517.211(6) provides that "[i]n any action brought under this section, including an appeal, the court shall award reasonable attorneys' fees to the prevailing party unless the court finds that the award of such fees would be unjust." Thus, the...

...endant is the prevailing party as to Plaintiff's FSIPA claim, Defendant is entitled to an award of attorney's fees as to that claim unless such an award would be unjust. See id.; see also Golub, 863 F.2d at 1521 ("The award of attorneys' fees [under section 517.211(6)] is compelled by the statute unless the result would be unjust."); Josephthal Lyon & Ross, Inc. v. Durham, 734 So.2d 487, 489 (Fla. 5th DCA 1999) ("Success on the FSIPA claim would entitle Durham to an award of attorney's fees [under section 517.211(6)].") (internal citation omitted)....

...ch fees are awardable or to show that the issues were so intertwined that allocation is not feasible.'" Chodorow, 947 So.2d at 579; see also Pirretti v. Dean Witter Reynolds, Inc., 578 So.2d 474, 475-76 (Fla. 4th DCA 1991) (affirming fee award under section 517.211(6) "for all work performed although some of the ......

...[2] Judge Covington dismissed without prejudice Plaintiff's claims for fraud, negligent misrepresentation, and fraudulent inducement, for failure to plead with particularity as required by Rule 9(b), Federal Rules of Civil Procedure. See id. at 11-16. [3] Under the plain language of section 517.211(6), fees are not restricted to prevailing plaintiffs, but rather, are available to the prevailing "party"—whether plaintiff or defendant. See Fla. Stat. § 517.211(6); Ivans v. McKid Ltd., 642 So.2d 798, 799 (Fla. 3d DCA 1994) (per curiam) (affirming award of attorneys' fees under section 517.211(6) in favor of prevailing defendant and against the plaintiff); Pirretti v. Dean Witter Reynolds, Inc., 578 So.2d 474, 475 (Fla. 4th DCA 1991) ("We affirm a judgment for attorney's fees in favor of the prevailing defendants awarded in an action alleging the unlawful sale of securities under section 517.211(6), Florida Statutes."); see also Schultz v....

...of facts." This section makes it unlawful to employ certain false representations, schemes, or fraudulent artifices in rendering investment advice or in offering, selling, or purchasing investment securities or products. In support of this section, section 517.211 provides remedies, including the rescission of the sale and the award of monetary damages....

...Contending the petition for attorney's fees was not timely, NationsBanc sought to dismiss the petition. The circuit court denied dismissal. In June 1999, the trial court found that the Arons were entitled to attorney's fees against NationsBanc pursuant to section 517.211(6), Florida Statutes (1995)....

...within thirty (30) days of the change and denoting thereon that the information reported is an amendment to a previous filing. Failure to file any amendment as provided herein shall be considered a violation of Section 517.12(13), Florida Statutes. Section 517.211 of the Florida Statutes states that: Every sale made in violation of either s....

...Defendant was registered at all times with the Department. Although Plaintiff is entitled to summary judgment on the issue of Defendant's violation of Section 517.12(13), the Defendant is entitled to summary judgment on the issue of recission under Section 517.211....

...operate as a fraud or deceit upon a person, in violation of §§ 517.301(l)(a)(l) and 517.301(l)(a)(3) of the Florida Securities Act; 4. Purchasers or sellers of securities through this branch office are entitled to rescission or damages pursuant to § 517.211 of the Florida Securities Act; 5....

...Sacher of Hornsby, Sacher, Zelman, Stanton, Paul & Beiley, P.A., Miami, for Appellant Linda W. Ryan. Charles D. Franken of Charles D. Franken, P.A., Plantation, for appellee. GUNTHER, Judge. The defendants, following arbitration, appeal the circuit court order denying attorney's fees sought pursuant to section 517.211(6), Florida Statutes (1995)....

...ter 517. Ultimately, the court ordered all parties to submit to arbitration on the substantive issues contained in Ruskin's petition. During arbitration, the parties did not agree to submit to the arbitration panel the issue of attorney's fees under section 517.211(6)....

...on that dismissed Ruskin's petition and to modify that portion of the arbitration panel's decision that precluded attorney's fees. In their respective motions, Prudential and Ryan for the first time specifically requested attorney's fees pursuant to section 517.211(6). Upon hearing, the circuit court upheld the dismissal of Ruskin's complaint, vacated the panel's ruling on attorney's fees, and denied Prudential and Ryan's request for attorney's fees pursuant to section 517.211(6)....

...to attorney's fees. See Turnberry Assocs., 651 So.2d at 1175. The circuit court also specifically found that Prudential and Ryan were the prevailing parties and that it would not be unjust to allow Prudential and Ryan to recover attorney's fees. See § 517.211(6)....

...ing attorney's fees. Appellee, Peter Fayerman, filed a claim in arbitration against his former bond broker, appellant Alan Appelbaum. The statement of claim alleged various legal theories of misconduct and requested an award of attorney's fees under section 517.211(6), Florida Statutes (2004), which provides that "[i]n any action brought under this section, including an appeal, the court shall award reasonable attorneys' fees to the prevailing party unless the court finds that the award of such fees would be unjust." In the arbitration proceeding, Appelbaum filed an answer, affirmative defenses, and counterclaim. He also sought attorney's fees under section 517.211(6)....

...This is not a case where a plaintiff brought a claim under several theories and the arbitration award fails to specify the basis for recovery. Cf. Moser v. Barron Chase Sec., Inc., 783 So.2d 231, 232, 236 (Fla.2001). We reverse the order denying attorney's fees and remand to the circuit court for determination of fees under section 517.211(6)....

...rida Securities and Investor Protection Act ("FIPA"). Counts II and III, taken together, allege violations of the FIPA registration requirements, Fla.Stat.Ann. §§ 517.07 and 517.081 (West 1988), and demand the concomitant right of rescission under section 517.211 of FIPA....

...ed. A. 9 The Florida Investor Protection Act provides that a purchaser of nonregistered, non-exempt securities 7 is entitled to the return of his investment (provided that the purchaser still owns the securities at the time he seeks a remedy). Under section 517.211, a violation of the FIPA registration requirements automatically renders the seller liable in rescission, in which case a buyer who tenders the securities is entitled to return of the purchase price plus interest; if the buyer has sol...

...8 The amended complaint clearly asks for rescission, and the case generally proceeded in that posture despite occasional inconsistent or contradictory signals from the plaintiffs. 11 An action for rescission is an equitable proceeding, and as such it carries no right to a jury trial. Section 517.211, which provides for rescissory damages, does not itself speak to whether proceedings under that section are legal or equitable in character....

...Yet, while the provision merely sets forth alternative remedies, Florida courts have made the equitable nature of the action for rescission under this statute apparent. See E.F. Hutton & Co. v. Rousseff, 537 So.2d 978, 981 (Fla.1989) (noting that remedies in § 517.211 are patterned on common law contract cause of action known as rescission); Davis v....

...ional. The court was entitled--indeed was required--to enter judgment on its own. Therefore, when the court entered the judgment for the plaintiffs, the judge was sitting as a chancellor in equity and was acting within the scope of his authority. 13 Section 517.211(3) of FIPA provides that the amount recoverable in a rescission action by the purchaser of an illegally sold security is "the consideration paid for the investment, plus interest at the legal rate, less the amount of any income receiv...

...When a purchaser sues for damages after having sold an illegal security, the statute fixes the proper amount of judgment as the consideration paid for the security, plus interest from the date of purchase, less the value of the security at the time it was sold. Fla.Stat.Ann. § 517.211(4)....

..., it would have been obliged to return the amount of compensation fixed by the statute. Damages under this statute are automatic; no jury would be entitled to return a verdict for zero dollars. Indeed, as the Florida courts have held, "[b]ecause ... section 517.211 contains an express civil liability provision, Florida courts need fashion no court-made civil right....

...as a fraud or deceit upon a person. Section 517.301 creates a "criminal or administrative offense which allows the government to pursue wrongdoers." E.F. Hutton & Co. v. Rousseff, 537 So.2d 978, 981 (Fla. 1989). A private right of action is found in section 517.211 which states: (2) Any person purchasing or selling a security in violation of section 517.301, and every director, officer, partner or agent of or for the purchaser or seller, if the director, officer, partner or agent has personally...

...e, shall be jointly and severally liable to the person selling the security to or purchasing the security from such person in an action for rescission, if the plaintiff still owns the security, or for damages, if the plaintiff has sold the security. Section 517.211 is similar in effect to federal section 12(2) except that 12(2) protects buyers only from untruthful sales, whereas section 517.211, protects both buyers and sellers....

...e of proximate cause to the jury. However, we were unable to discern whether this flaw in the trial proceedings was fatal to the claim made under the antifraud provisions of the Florida Securities and Investor Protection Act, Fla.Stat. §§ 517.301, 517.211....

...eff pending a resolution of the certified question. The Florida Supreme Court has answered the certified question in the negative, holding that proof of loss causation is not required in a civil securities proceeding under Fla.Stat. §§ 517.301 and 517.211, 537 So.2d 978 ....

...ROUSSEFF, et al, Plaintiffs/Appellees. SHAW, J. This case is before us on the following question of Florida law certified by the United States Court of Appeals, Eleventh Circuit: In an action under the Florida Securities and Investor Protection Act, Fla. Stat. §§ 517.301 , 517.211, is the claimant required to prove that his loss was proximately caused by the defendant’s fraud? Rousseff v....

...Herman & MacLean, 640 F.2d 534 (5th Cir.1981). State securities laws operate in conjunction with the federal laws; federal laws do not supercede state laws. 15 U.S.C. §§ 77p, 78bb(a) (1982). The Florida statutes in issue here are sections 517.301 and 517.211, Florida Statutes (1981)....

...der to make the statements made, in the light of the circumstances under which they were made, not misleading; or (c) To engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon any person. Section 517.211, which operates upon section 517.301, is similar in effect to section 12(2) of the 1933 Act. It provides: 517.211 Remedies available in cases of unlawful sale.— (2) Any person purchasing or selling a security in violation of s....

...Loss causation is a requirement under this federal law and provides that the decline in value of the injured party’s investment must result directly from the offending party’s fraud, not from some other source, e.g., independent market forces. 5 Rousseff asserts that because the overall effect of sections 517.301 and 517.211 is similar to that of section 12(2), federal case law interpreting section 12(2), which has no loss causation requirement, should be relevant....

...Because no federal statute exists that allows private parties to obtain civil relief for many of the offenses embraced by rule 10b-5, the federal courts have created such a right. Under Florida law, no court-made implied civil right has been created under section 517.301 because companion section 517.211 contains an express civil liability provision. Hutton’s attempt to analogize rule 10b-5 and section 517.301 breaks down under scrutiny. A civil action under federal law implements rule 10b-5 and a body of judge-made law. A similar action under Florida law implements sections 517.301 and 517.211....

...See *1285 also Huddleston, 640 F.2d at 543 . It is clear that under federal law loss causation was deemed necessary in order to balance and fairly restrict liability under a wide-ranging statute. The Florida statutes, on the other hand, are far more restrictive. Because section 517.211 contains an express civil liability provision, Florida courts need fashion no court-made civil right. They need only follow the clear language of the statute. Section 517.211 says that if a seller (or buyer) is untruthful in a sale, the buyer (or seller) can rescind the transaction and get his money back....

...This provision applies to a far more narrow group of activities than does rule 10b-5. Buyer/seller privity is required. The remedy is restricted to consideration paid. The effect of section 517.-211 is similar to that of federal section 12(2), except that whereas 12(2) protects only buyers, section 517.211 protects both buyers and sellers....

...Loss causation has never been required there. “The buyer need not show any causal connection between the misrepresentation and his damage; indeed, he need not even show that he has been damaged.” Id. Proof of loss causation is not mentioned in sections 517.211 or 517.301, nor is it required under section 12(2), which is the comparable federal law, or under the common law cause of action from which the state and federal laws derived. Accordingly, we hold that proof of loss causation is not required in a civil securities proceeding under sections 517.211 and 517.301, Florida Statutes....

...ourt orders requiring arbitration. The buyers did not appeal the order of dismissal. Subsequently, the seller filed a motion seeking prevailing party attorney's fees pursuant to Chapter 517, Florida Statutes. The trial court awarded fees pursuant to section 517.211(6)....

...ations have never been subjected to any requirements of proof. We have considered the other arguments raised by the buyers on appeal and find them to be without merit. Affirmed in part; reversed in part. GROSS, C.J. and WARNER, J., concur. NOTES [1] Section 517.211(6), Florida Statutes (2007) provides: In any action brought under this section, including an appeal, the court shall award reasonable attorney's fees to the prevailing party unless the court finds that the award of such fees would be unjust....

...raud (whether heretofore denominated intrinsic or extrinsic), misrepresentation, or other misconduct of an adverse party; (4) that the judgment or decree is void; or (5) that the judgment or decree has been satisfied, released, or discharged ... [3] Section 517.211(6), Fla....

...Under this count, Plaintiffs' claim is created by the Florida Securities Act (FSA), which provides a cause of action for damages incurred in connection with the purchase or sale of a security in violation of the substantive portions of the FSA. Fla. Stat. § 517.211....

...the value of the security at the time of the complaint, plus the amount of any income received by the defendant on the security; and (b) the consideration received for the security, plus interest at the legal rate from the date of sale." Fla. Stat. § 517.211(5)....

...During the hearing, the Browns abandoned their churning and securities law allegations and argued only that Mr. Brashears' failed to register with the state of Florida in purported violation of Fla. *499 Stat. § 517.12 [1] and that damages equating to $721,762.91 attended this violation per Fla.Stat. § 517.211....

...Kinney Air Conditioning Co., 756 F.2d 742 (9th Cir.1985). Following its vacatur of the arbitrators' award, the district court proceeded to find damages in the amount of $54,108.78 owing to the claimant under the mandatory damages provision of Fla.Stat. § 517.211 and supported by expert testimony appearing in the arbitration record....

...The motions have been fully briefed and are ripe for adjudication. I. BACKGROUND Petitioners Henry and Marjorie Roberson [hereinafter "Robersons"] request that the Court vacate the arbitration award denying them damages and ask that the Court award damages they allege are mandatory under FLA. STAT. § 517.211. Respondent Charles Schwab & Co., Inc. [hereinafter "Schawb"], requests that the Court confirm the arbitration award and also requests attorneys' fees pursuant to FLA. STAT. §§ 517.211(6) and 682.11....

...istered under Act. See FLA. STAT. § 517.12. In addition, "every person making the sale and every director, officer, partner, or agent of or for the seller" is jointly and severally liable for damages caused by an unregistered seller. See FLA. STAT. § 517.211(1)....

...It is telling that Ainsworth was not suing the clearing firm in that case. [4] None of the cases even imply that an entity in Schwab's position qualifies as a "director, officer, partner, or agent of or for the seller" as is required for joint and several liability under FLA. STAT. § 517.211(1).

...ties law. The Court finds that they satisfy this threshold requirement. The Defendants are correct, however, in their position that the Plaintiffs can seek only recission of the stock purchase agreement that is contested in the case at bar. Under FS § 517.211(2) (1981), the remedies of recission and money damages are mutually exclusive. Because the Plaintiffs still own the securities in question, the only remedy available under section 517.211(2) is recission....

...terstate commerce, including the NASD [3] arbitration at issue in the instant case, Florida law provides the substantive basis for awarding attorney's fees. Lee v. Smith Barney, Harris Upham & Co., Inc., 626 So.2d 969, 970 (Fla.2d Dist.Ct.App.1993), § 517.211(6), Fla....

...Petitioners in this case were awarded most of the compensatory damages that they sought and succeeded in confirming the arbitration award over Respondent Cassedy's challenges. In contrast, all relief requested by Respondent Cassedy has been denied. Section 517.211(6), Fla....

...Dean Witter Reynolds, Inc., 578 So.2d 474 (Fla. 4th DCA 1991), this court held that attorneys' fees may be awarded for the additional legal effort required in obtaining a contested judgment for attorneys' fees in an action alleging the unlawful sale of securities under section 517.211(6)....

...Moreover, notwithstanding Pirretti 's implication (through its attempt to distinguish Cincinnati ) that an attorneys' fee award for litigating the issue of attorneys' fees may be improper where the client has no interest in the award, we find the instant case distinguishable from Pirretti, which was based on section 517.211(6)....

...The arbitrator resolved the matter “on the papers” without a hearing and awarded the Nalascos compensatory damages in the amount of $44,737. The arbitrator also determined that Broker was liable for the Nalascos’ attorney’s fees, pursuant to section 517.211, Florida Statutes (2013), 1 and directed the Nalascos to seek fees in the circuit court....

...Palma, 629 So.2d 830 (Fla.1993), the trial court ruled that the Nalascos’ counsel was not entitled to recover for any time spent litigating the amount of fees to be awarded. The Nalascos insist the trial court erred in applying Palma to a fee award under section 517.211....

...services are solely to the attorney’s benefit. 629 So.2d at 833 . In the years since Palma , its holding that attorney’s fees may not be recovered for time spent litigating the amount of fees has been applied to numerous fee statutes, including section 517.211, the fee statute at issue here....

...Conclusion The fee judgment appealed is thus reversed on the grounds discussed herein and the matter remanded to the trial court. As to all other issues raised but not specifically addressed, we affirm. Affirmed in Part; Reversed in Part; and Remanded. CIKLIN, C.J., and KLINGENSMITH, J., concur. . Section 517.211, Florida Statutes, entitled "Remedies available in cases of unlawful sale,” provides, in relevant part, that "[i]n any action brought under this section, including an appeal, the court shall award reasonable attorneys’ fees to the prevailing party unless the court finds that the award of such fees would be unjust.” § 517.211(6), Fla....

...ate assets, i.e., the fact that legal title to the realty had not been transferred from the Muehls to the corporation had the effect of artificially inflating Whig-ham’s perception of the value of the business. Furthermore, under the provisions of section 517.211(2), Florida Statutes, any person who participates in the sale or purchase of a security in violation of the securities laws will be liable to persons damaged by the transaction....

...In addition, she received the benefit of Whigham’s contributions to the business. We conclude, therefore, that Mrs. Muehl’s conduct comes within the statutory meaning of one who “aided in making the sale” and thus she is subject to the liability imposed by section 517.211(2)....

...Fourth, appellees assert the trial court erred in awarding interest dating back to March 1981, since the sale of the security occurred in June 1984. The remedies available to a buyer (or seller) in cases of unlawful sale of securities are set forth at section 517.211, Florida Statutes, which provides in relevant part: 517.211 Remedies available in cases of unlawful sale.— (1) Every sale made in violation of either s.517.07 or s.517.12 may be rescinded at the election of the purchaser, and the person making the sale and every director, officer, partner, or agent...

...Following a non-jury trial, the trial court found that appellee Historical Shipwreck Salvors, Inc. (HSSI) violated section 517.301, Florida Statutes (1993), by making material misrepresentations that were relied on by appellant in his decision to purchase an interest in HSSI. 1 Pursuant to section 517.211, the trial court ordered rescission of the purchase, which included return of the appellant’s $30,000 investment with prejudgment interest....

...Sections 517.011-517.32 comprise the Florida Securities and Investor Protection Act. Its purpose is to “protect the public from fraudulent and deceptive practices in the sale and marketing of securities.” Arthur Young & Co. v. Manner Corp., 630 So.2d 1199, 1203 (Fla. 4th DCA 1994). Subsection 517.211(2) imposes individual liability on persons participating or aiding in the sale of securities as follows: Any person purchasing or selling a security in violation of s....

...nstitute material misrepresentations. Because it is uncontroverted that Suzanne and Robert Combs personally participated or aided in making these statements, they are jointly and severally liable to appellant, along with their corporation, HSSI. See § 517.211(2); Whigham v....

...e remedies." Liddle, 777 So.2d at 422. Furthermore, to the extent Morgan complains that Carran failed to plead that she owns the securities at issue, proof of current ownership is only necessary when rescission is being sought. Florida *1062 Statute section 517.211(2)....

section 517.301, Florida Statutes (2000).7 Section 517.211(2) creates a civil remedy for a violation of

...Pursuant to Rule 50(b), Federal Rules of Civil Procedure, Deborah Austin ("Austin") renews her motion for judgment as a matter of law on the plaintiff's second claim. The second claim alleges that Austin "personally participated or aided in making the sale" of unregistered securities within the meaning of Section 517.211(2), Florida Statutes, part of the Florida Securities and Investor Protection Act ("FSIPA"), Section 517.07, et....

...seq., Florida Statutes. [1] Austin moved unsuccessfully for judgment as a matter of law at the completion of the evidence, arguing that the plaintiffs failed to offer sufficient evidence to support submission to the jury of Austin's alleged liability under Section 517.211(2)....

...ved management, marketing, and technology. Reiser and Maggio issued to the plaintiffs unregistered common shares of AXXSYS. The plaintiffs allege that Austin "personally participated or aided in making the sale" of unregistered securities subject to Section 517.211(2), Florida Statutes, which states: Each person making the sale and every director, officer, partner, or agent of or for the seller, if the director, officer, partner, or agent has personally participated or aided in making the sale,...

...SYS). ANALYSIS An officer of a corporation incurs joint and several liability to an investor for the sale of an unregistered security only if the officer "personally participate[s] or *1311 aid[s] in" the sale of an unregistered security. Fla. Stat. § 517.211(2)....

...It imposes liability only on "[a]ny person purchasing or selling a security in violation of § 517.301, and every director, officer, partner, or agent of or for the purchaser or seller, if the director, officer, partner, or agent has personally participated or aided in making the sale or purchase." Fla.Stat. § 517.211(2)....

...Thus, in order to be liable under Fla.Stat. 517.301(1)(a), a director or officer must personally engage in some act or acts that induce a purchaser to invest. Ruden v. Medalie, 294 So.2d 403, 406 (Fla.App. 3 Dist.1974) (construing identical language of predecessor to Fla.Stat. § 517.211(2))....

...825 (M.D.Fla.1996), rejects an attempt to visit liability on a professional employed to facilitate the mechanics of a securities transaction and explains helpfully: Defendant must also have "personally participated or aided in making the sale." F.S.A. § 517.211(1), (2). This Court addressed this very issue in In re Sahlen & Assoc., Inc. Sec. Litig., 773 F.Supp. 342, 372 (S.D.Fla.1991) (Hoeveler, D.J.), holding that a "plaintiff may recover under § 517.211 from ... any officer, director, partner or agent of such a seller who has solicited the sale of the securities on his own behalf or on behalf of the seller." He "determine[d] that conduct sufficient to constitute solicitation for purposes § 517.211 liability is similar to that deemed sufficient by the Supreme Court in Pinter v....

...he sales transaction.... 938 F.Supp. at 828. The controlling emphasis on "personal participation or aid in making the sale" arises inevitably from the history and content of the statute. In 1979, Section 9 of Chapter 79-381, Laws of Florida, amended Section 517.211 to codify more explicitly the Nichols interpretation of liability. Section 9 of Chapter 79-381 splits former Section 517.211 into Sections 517.211(1) and (2), the former directed to violations of Section 517.07 and 517.12 and the latter directed to violations of Section 517.301. [2] Before the 1979 amendment, Section 517.211 reached "the person making the sale" and, as well, any director, officer, or the like, who "personally participated or aided in any way making the sale"; the post-1979, statutory descendant, Section 517.211(2), reaches "each person making the sale" but only an officer, director, or the like who "personally participated or aided in making the sale" — but no longer "in any way." At the very least, this 1979 statutory refinement evinces a legislative decision both conforming to Nichols and visiting liability on fewer than all of those who aided the sale "in any way" and fewer than all directors, officers, agents, or the like. In its current iteration, Section 517.211(2) provides an explicit rule applicable to the claim against Austin....

...[3] The rule depends on a distinction between a person — whether a corporate stranger or a *1313 corporate director, officer, partner, or agent who made or personally participated or aided in the sale — these are liable to rescission and damages under Section 517.211(2) — and a person who neither purchased nor sold a security nor personally participated or aided in the sale or purchase — these avoid rescission or damages under Section 517.211(2)....

...n furtherance of other corporate objectives. The statute instructs that effecting or furthering the sale of a security rather than affecting or furthering the other business activities of the seller is the sine qua non of exposure to the remedies of Section 517.211(2). Differently stated, in assessing exposure to the remedies of Section 517.211(2), no amount of involvement with the business of the seller will overcome the absence of personal participation or aid in the making of the sale. Section 517.211(2) both visits liability on a complete stranger to the corporation who "makes the sale" and, quite consistently, exonerates even a director or officer if neither personally participating nor aiding in the sale. In short, the remedies of Section 517.211 depend upon buying and selling a security and not merely running a business, however energetically. For this reason, the plaintiffs' elaboration of Austin's involvement with the creation and furtherance of the business of AXXSYS is irrelevant to the question whether she is liable under Section 517.211(2) as a person who made the sale or as an officer who participated or aided in the sale (she is neither)....

...Similarly, the plaintiffs' observations about Austin's candor during her testimony concerning her involvement in the business of the corporation are unavailing, even if accurate. The fact is that Austin had nothing to do with the sale; the question under Section 517.211(2) ends there....

...87, 9 So.2d 157 (1942). Similarly, Whigham fails to evaluate the 1979 amendment to the statute eliminating the phrase "in any way." In fact, Whigham is predominantly a matter of partnership law and only cumulatively and secondarily (and offhandedly) a matter involving Section 517.211(2). Whatever Whigham says about partnerships or securities or both (and assuming that Whigham, which speaks correctly on partnership law, also speaks correctly on the subject of Section 517.211), Whigham must conform to the requirements of Section 517.211 and Nichols or fall....

...The record in this case offers no basis to support the jury's verdict on the second claim. Austin did not "personally participate or aid in making the sale" of unregistered securities. Austin is merely, so to speak, the hand that shook the hand that shook the hand that mattered — not enough under Section 517.211....

...NOTES [1] Austin moves for judgment as a matter of law also on claim four, which seeks judgment under the Florida Uniform Fraudulent Transfer Act, Section 726.105, Florida Statutes. The motion is DENIED. [2] Section 9 of Chapter 79-381 displays vividly the legislative revision of Section 517.211: 517.211 Remedies available in cases of unlawful sale....

...rity to or purchasing the security from such person in an action for rescission (if the plaintiff still owns the security) or for damages (if the plaintiff has sold the security). [3] For the purpose of assessing exposure to the remedies prescribed, Section 517.211(2) divides the world into four groups (not of equal proportion, to say the least): (1) persons who purchased or sold a security in violation of Section 517.301, (2) persons who are a director, officer, partner, or agent of a purchaser...

...Defendants filed post-trial motions for judgment n.o.v., for a new trial or for remittitur, all of which were denied. On June 14, 1984, plaintiffs filed a motion for prejudgment interest, and on June 19, 1984, a petition for attorneys’ fees pursuant to Fla. Stat.Ann. § 517.211(6) (West Supp.1985)....

...The Florida Securities Act provides: In any action brought under this section, including an appeal, the court shall award reasonable attorneys’ fees to the prevailing party unless the court finds the award of such fees would be unjust. Fla.Stat.Ann. § 517.211(6) (West Supp....

...1162 , 71 L.Ed.2d 325 (1982), is instructive. In White , the Supreme Court held that a motion for attorney’s fees under 42 U.S.C. § 1988 raised issues collateral to the main action, and therefore the time constraints of Rule 59(e) did not apply. Like § 1988, § 517.211(6) provides for an award of fees to the “prevailing party.” Obviously, the request can not be made until it is determined who is the prevailing party....

...od of time after the final judgment in a case.” Gordon v. Heimann, 715 F.2d 531, 539 (11th Cir.1983) (footnote omitted). Our research has not revealed any Florida cases which address this issue of timeliness of a motion for attorney’s fees under § 517.211(6)....

...(1978 Supp.), BUT FAILED, AFTER 36 CONSECUTIVE MONTHS OF SELLING ITS SHARES IN FLORIDA, TO FORWARD THE $750.00 FEE PROVIDED FOR IN THE AMENDED STATUTE, § 517.061(19)(b), FLA. STAT. (1979), SUBSTANTIALLY COMPLIED WITH THE EXEMPTION REQUIREMENTS, THEREBY AVOIDING LIABILITY TO INVESTORS UNDER § 517.211 FOR THE SALE OF UNREGISTERED SECURITIES IN VIOLATION OF § 517.07....

...e Commission (SEC). The plaintiff, Standford P. Birnholz, individually and as trustee of the Standford P. Birnholz P.A. Pension Plan (Birnholz), brought this action in the United States District Court for the Southern District of Florida pursuant to § 517.211, Fla....

...Having answered the questions presented, we remand this case to the United States Court of Appeals for the Eleventh Circuit for disposition. It is so ordered. EHRLICH, C.J., and McDONALD, SHAW, BARKETT and KOGAN, JJ., concur. GRIMES, J., did not participate in this case. NOTES [1] Section 517.211 provides that every sale made in violation of the registration provisions may be rescinded at the election of the purchaser, and it makes sellers of unregistered securities liable to the purchaser for damages....

...However, the arbitration panel did assess costs against Appellants. *403 Following the arbitration, Appellants filed a petition with the trial court to confirm the arbitration award and to tax attorney’s fees and- costs to the Maling Trust, asserting that they were the prevailing parties pursuant to section 517.211(6), Florida Statutes....

...it would appear that had this matter been heard by a trial court with findings identical to the arbitration award, sans the award of costs and declaration of the prevailing party, the [Appellants] might be entitled to attorney’s fees pursuant to [§ 517.211(6)]_ As noted in Pan American Bank of Sarasota v....

...Apostolicas, 925 So.2d 1082, 1091 (Fla. 5th DCA 2006) (“A high degree of conclusiveness attaches to an arbitration award.”). We affirm the trial court’s denial of Appellants’ motion for attorney’s fees. STEVENSON, C.J., and STONE, J., concur. . Section 517.211(6), Florida Statutes, provides: "In any action brought under this section, including an appeal, the court shall award reasonable attorney's fees to the prevailing party unless the court finds that the award of such fees would be unjus...

...ties and Investor Protection Act (“FIPA”). Counts II and III, taken together, allege violations of the FIPA registration requirements, Fla. Stat.Ann. §§ 517.07 and 517.081 (West 1988), *1549 and demand the concomitant right of rescission under section 517.211 of FIPA....

...gated. A. The Florida Investor Protection Act provides that a purchaser of nonregistered, nonexempt securities 7 is entitled to the return of his investment (provided that the purchaser still owns the securities at the time he seeks a remedy). Under section 517.211, a violation of the FIPA registration requirements automatically renders the seller liable in rescission, in which case a buyer who tenders the securities is entitled to return of the purchase price plus interest; if the buyer has sol...

...8 The amended *1551 complaint clearly asks for rescission, and the case generally proceeded in that posture despite occasional inconsistent or contradictory signals from the plaintiffs. An action for rescission is an equitable proceeding, and as such it carries no right to a jury trial. Section 517.211, which provides for rescissory damages, does not itself speak to whether proceedings under that section are legal or equitable in character....

...Yet, while the provision merely sets forth alternative remedies, Florida courts have made the equitable nature of the action for rescission under this statute apparent. See E.F. Hutton & Co. v. Rousseff, 537 So.2d 978, 981 (Fla.1989) (noting that remedies in § 517.211 are patterned on common law contract cause of action known as rescission); Davis v....

...al. The court was entitled — indeed was required — to enter judgment on its own. Therefore, when the court entered the judgment for the plaintiffs, the judge was sitting as a chancellor in equity and was acting within the scope of his authority. Section 517.211(3) of FIPA provides that the amount recoverable in a rescission action by the purchaser of an illegally sold security is “the consideration paid for the investment, plus interest at the legal rate, less the amount of any income rece...

...When a purchaser sues for damages after having sold an illegal security, the statute fixes the proper amount of judgment as the consideration paid for the security, plus interest from the date of purchase, less the value of the security at the time it was sold. Fla.Stat.Ann. § 517.211(4)....

...it would have been obliged to return the amount of compensation fixed by the statute. Damages under this statute are automatic; no jury would be entitled to return a verdict for zero dollars. Indeed, as the Florida courts have held, “[bjecause ... section 517.211 contains an express civil liability provision, Florida courts need fashion no court-made civil right....

...Kane alleged in his complaint that Shearson and Raven violated civil RICO statutes, 19 U.S.C. §§ 1962 and 1964 (count I); § 12(2) of the Securities Act of 1933 (count II); § 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder (count III); Florida securities laws, Fla.Stat. §§ 517.301 and 517.211 (1980) (count V); committed common-law fraud (count IV) and negligence (count VI); and breached their fiduciary duty (count VII)....

...s for the common-law claims of negligence and breach of fiduciary duty produces an even higher figure than that awarded under the securities laws and that the higher amount should have been awarded. A. Measure of Damages Under Florida Securities Law Section 517.211 provides a remedy for violation of the antifraud provision, § 517.301: (2) Any person purchasing or selling a security in violation of s....

...st thereon at the legal rate from the date of purchase; and (b) The value of the security or investment at the time it was disposed of by the plaintiff, plus the amount of any income received on the security or investment by the plaintiff. Fla.Stat. § 517.211(2)-(4). The remedial effect of § 517.211 is similar to that of § 12(2) of the Securities Act of 1933....

...As the district judge noted, “If the ... methodology espoused by [Shearson] were adopted, it could serve as a license for broker-dealers to defraud their customers with impunity up to the point where losses equaled prior gains.” Further, there is nothing in the language of § 517.211 to indicate that the Florida legislature intended to force victims of fraud to aggregate their profits and losses from separate transactions that happened to involve the same defendant and thus reduce their recoveries....

...Two Florida courts have previously ruled on the issue of an entitlement to a fee for self-representation based on statutory provisions. In Quick & Reilly, Inc. v. Perlin, 411 So.2d 978 (Fla. 3d DCA 1982), the plaintiff, an attorney who represented himself, sought attorney’s fees based on section 517.211, Florida Statutes (1979), which provided for attorney’s fees to the prevailing party in securities violation cases....

Clearly, Chapter 517 is statutory policy and section 517.211(6), which allows recovery of attorney’s fees

...Under Fla.Stat. § 517.301, it is unlawful to misrepresent or omit material facts in connection with the sale of a security. The exclusive remedy available to an individual injured by a violation of section § 517.301 is an action for rescission. Fla.Stat. § 517.211....

...Under that provision, any “income received” on the investment must be subtracted from a damage award. The Florida provision contains precisely the same language. We conclude that the Supreme Court’s reasoning is persuasive in defining the term “income received” contained in Fla.Stat. § 517.211(3)(a), although we recognize that the decision is not binding with respect to Florida law....

...upon the federal or common law fraud claims due to the failure to submit the issue of proximate cause to the jury. The Florida securities fraud statute, however, provides rescission as the sole remedy available to an injured purchaser. See Fla.Stat. § 517.211....

...No Florida court has addressed this question and we are unable to identify sufficient guideposts in Florida law to indicate how this question will be resolved under the Florida statute. III. QUESTION TO BE CERTIFIED In an action under the Florida Securities and Investor Protection Act, Fla.Stat. §§ 517.301, 517.211, is the claimant required to prove that his loss was proximately caused by the defendant’s fraud? The entire record in this case, and copies of the briefs of the parties in this court are transmitted with this certified question....

prevailing party in that suit within the meaning of section 517.211(6), Florida Statutes (1985). On remand, the

...generally to enforce public policy creating duties owed to the public at large"). In the present case, the Appellees' complaint alleged three counts against the Appellants for violations of Florida's Securities and Investor Protection Act, see § 517.211, Fla....

...generally to enforce public policy creating duties owed to the public at large"). In the present case, the Appellees' complaint alleged three counts against the Appellants for violations of Florida's Securities and Investor Protection Act, see § 517.211, Fla....

...1st DCA 1968) (holding that contract providing for commission for sale of stock by person who failed to register as dealer or salesman pursuant to statute was contrary *531 to public policy, void ab initio, and unenforceable). However, we find merit in his second contention, conclude that section 517.211(6) is not involved in LTI’s counterclaim, despite LTI’s seeking only attorney’s fees clothed as “damages,” and reverse the attorney’s fee award....

...In its amended counterclaim, LTI asserted damages arising from Mr. Buehler’s failure to register as a dealer of securities while ostensibly acting under an alleged oral contract with LTI. 1 LTI sought relief from this conduct through an award of attorney’s fees pursuant to section 517.211(6)....

...curities’ dealers, either before, during, or after his activities with LTI or potential investors. However, LTI neither pleaded nor offered proof that it purchased securities from Mr. Buehler. Thus, LTI’s counterclaim was not “brought under” section 517.211, and the language of section 517.211(6) mandating attorney’s fees to the prevailing party is not applicable....

...Ainsworth, 591 So.2d 904 (Fla.1991) (answering a certified question that a New York securities dealer, who otherwise had no contacts with Florida and who dealt with his Florida client only by mail, was required to be registered in accordance with section 517.12; and interpreting the interplay between sections 517.12 and 517.211). We find that Skumick provides LTI with no such support. Skumick states: “The intent of section 517.12 is to protect purchasers and, if that section has been violated, damages are automatic in accordance with the provision of section *532 517.211.” 591 So.2d at 906 ....

...s to protect. See Palmer v. Shearson Lehman Hutton, Inc., 622 So.2d 1085 (Fla. 1st DCA 1993). Because LTI is not a purchaser of a security from Mr. Buehler, who admittedly was not a registered dealer, it cannot avail itself of the remedy provided in section 517.211....

...Loeb Rhoades, Hornblower & Co., 473 So.2d 679, 682 (Fla. 4th DCA 1984), is more applicable to LTI’s situation. Citizens Federal dealt with a complex case with intertwining issues of securities violations and breach of contract claims. It found that a prevailing counterclaimant was not entitled to section 517.211 fees because chapter 517 was not involved in the counterclaim on which that party prevailed....

...As a result of BUEH-LER’S actions, LTI has been damaged. 7. BUEHLER has filed his complaint against LTI without legal or factual basis of any kind. As a result, LTI has been forced to retain the undersigned firm of attorneys to represent it in these frivolous proceedings. 8. Fla. Stat. § 517.211 (6) states that in an action brought under the Florida Securities and Investor Protection Act, Fla. Stat. § 517.01 et seq., the court must award reasonable attorney’s fees to the prevailing party unless the court finds that the award of such fees would be unjust. 9. Pursuant to Fla. Stat. § 517.211 (6), LTI is entitled to an award of its reasonable costs and attorneys' fees against BUEHLER. . Section 517.211 is titled “Remedies available in cases of unlawful sale.” The section lays out the remedies for plaintiffs who purchased from sellers who violate section 517.07 (Registration of securities), section 517.12 (Registration of dealers...

...In Ainsworth, Plaintiff arbitrated a claim for violation of F.S. 517.12 before an NASD panel. The panel found negligence, but awarded no damages. The district court vacated the arbitration judgment as being in manifest disregard of the law, and awarded mandatory damages under F.S. 517.211....

...Petitioner further argues that a statutory claim under F.S. 517 cannot be brought as a common law negligence claim. E.F. Button v. Rousseff, 537 So.2d 978 (Fla. 1989). In that case, the Supreme Court of Florida states: The Florida statutes... are far more restrictive. Because section 517.211 contains an express civil liability provision, Florida courts need fashion no courtmade civil right. They need only follow the clear language of the statute. Section 517.211 says that if a seller (or buyer) is untruthful in a sale, the buyer (or seller) can rescind the transaction and get his money back. This provision applies to a far more narrow group of activities than does rule 10 b-5. Buyer/seller privity is required. The remedy is restricted to the consideration paid. The effect of section 517.211 is similar to that of federal section 12(2), except that whereas 12(2) protects only buyers, section 517.211 protects both buyers and sellers....

...d by both the facts and the law. Respondents argue that Shields can be found to be a seller because both those who pass title and those who solicit or recommend the sale are sellers for purposes of the securities laws. Respondents argue that under F.S. 517.211(1), liability extends to every "person making the sale," including to persons who participate in the sale by recommending and soliciting it....

...t case. The Court also said "Nothing in the Rousseff opinion purports to pass on the statutory provisions in subsection 517.301(1), the section relied by appellants in these cases." That opinion does not purport to hold that the remedies provided in section 517.211 are exclusive of all other remedies recognized by law, nor is it likely that the court would have so held in view of the statutory and common law remedies provided or preserved to investors in other sections of Chapter 517....

...l fact necessary in order to make the statements made, . . . not misleading.” § 517.301, Fla. Stat. (2012). The FSIPA provides for a remedy of rescission for all violations of section 517.301 “if the plaintiff still owns the security.” Id. § 517.211, Fla....

...517.301 extends to any “director, officer, partner, or agent [of the seller who] has personally participated or aided in making the sale or purchase.” Id. In E.F. Hutton & Co. v. Rousseff, 537 So. 2d 978, 979 (Fla. 1989), the Florida Supreme Court analogized claims under section 517.211(3) seeking rescission to claims under section 12 of the Securities Act of 1933, which is codified at 15 U.S.C. § 77(l) (2016), as well as common law claims for rescission. Section 517.211(2) limits liability to persons involved directly in the sale of the security and damages are limited to the consideration paid. 537 So. 2d at 981. A claim for rescission under section 517.211 includes: 1) a misrepresentation or omission, 2) of a material fact, 3) on which the buyer relied. 17 See Kashner Davidson Sec. Corp. v. Desrosiers, 689 So. 2d 1106, 1107 (Fla. 2d DCA 1997) (citing Rousseff, 537 So. 2d at 981). 17 At oral argument, counsel for Geveran conceded that reliance is an element of a claim under section 517.211....

...investor. We also find there is a genuine issue of material fact as to Halvorsen’s reliance on those omissions and misrepresentations. Finally, we turn to Namburi, Schreck, and Pegasus’s claims that they are not liable under FSIPA. 23 Section 517.211 creates liability for two classes of persons: 1) sellers, and 2) “every director, officer, partner, or agent of . . . [the] seller.” § 517.211(2), Fla....

...Stat. Liability for the second category is further limited to those persons who “personally participated or aided in making the sale or purchase.” Id. Although “seller” is not a defined term under the statue, the federal courts that have considered the issue of who is a “seller” under section 517.211 have relied on the United States Supreme Court’s decision in 23 Pegasus only appeals from the denial of its motion for summary judgment. Accordingly, we assess the record under the summary-judgment standard of review....

...499, 500 (M.D. Fla. 1989) (same). As to Pegasus, Geveran focuses on Pegasus’s role in soliciting Geveran’s investment as a majority, controlling shareholder of LSG, which could bring Pegasus under the category of “seller” for the purposes of section 517.211....

...representatives, participated in the meeting. Weinberg, Bernheim, and Wacaster were also provided copies of the SEC comment letters soon after they were received. 18  Pegasus argues, nonetheless, that it cannot be liable under section 517.211 because of the buyer/seller privity requirement it claims the Florida Supreme Court recognized in Rousseff. 537 So. 2d at 981. This statement from Rousseff is misleading, however. Section 517.211, by its plain language, extends liability to “every director, officer, partner, or agent of or for the purchaser or seller.” § 517.211(2), Fla. Stat. Such parties would not necessarily be in privity of contract with the buyer or seller in a strict sense. Rousseff established that parties liable under section 517.211 have to be directly involved in a sale of securities. The Court was distinguishing liability under section 517.211 from liability under federal rule 10b-5, which extends to fraud more generally, whether conducted during the sale of securities or not....

...Hanzman, Civil Remedies Under the Florida Securities and Investor Protection Act, 64 Fla. Bar J. 36 (Oct. 1990) (approving of Rousseff in general but noting that the privity requirement, in a strict contractual sense, cannot be correct). In this context, section 517.211 is transaction-specific, while other provisions of Florida statutory and common law reach other types of wrong-doing by corporate officers. 24 537 So....

...It applies to any person who is deceitful in connection with the purchase or sale of securities. It requires no privity between buyer and seller. Remedies are not restricted. . . . The Florida statutes, on the other hand, are far more restrictive. . . . Section 517.211 says that if a seller (or buyer) is untruthful in a sale, the buyer (or seller) can rescind the transaction and get his money back....

...There is also no allegation that Namburi and Schreck acted to serve the interests of LSG, given that they were actually employees of J.P. Morgan. Thus, Geveran has not alleged facts sufficient to state a claim on the basis that Schreck and Namburi are liable as “sellers.” As noted above, section 517.211(2), Florida Statutes (2012), also extends liability to “every director, officer, partner, or agent of or for the purchaser or seller, if the director, officer, partner, or agent has personally participated or aided in making the sale or purchase.” It is undisputed that Namburi and Schreck were not directors, officers, or partners of LSG, so if they are liable under this category, it must be as agents of LSG. The Fourth District Court of Appeal has held that under section 517.211, the term “agent” is given its common meaning—“representation of a principal.” Rubin v....

...yment with J.P. Morgan. This is insufficient to state a cause of action under an apparent agency theory. Geveran argues that Namburi and Schreck are nonetheless liable because they “personally participated or aided in making the sale.” § 517.211(2), Fla....

...l fact necessary in order to make the statements made, . . . not misleading.” § 517.301, Fla. Stat. (2012). The FSIPA provides for a remedy of rescission for all violations of section 517.301 “if the plaintiff still owns the security.” Id. § 517.211, Fla....

...517.301 extends to any “director, officer, partner, or agent [of the seller who] has personally participated or aided in making the sale or purchase.” Id. In E.F. Hutton & Co. v. Rousseff, 537 So. 2d 978, 979 (Fla. 1989), the Florida Supreme Court analogized claims under section 517.211(3) seeking rescission to claims under section 12 of the Securities Act of 1933, which is codified at 15 U.S.C. § 77(l) (2016), as well as common law claims for rescission. Section 517.211(2) limits liability to persons involved directly in the sale of the security and damages are limited to the consideration paid. 537 So. 2d at 981. A claim for rescission under section 517.211 includes: 1) a misrepresentation or omission, 2) of a material fact, 3) on which the buyer relied. 17 See Kashner Davidson Sec. Corp. v. Desrosiers, 689 So. 2d 1106, 1107 (Fla. 2d DCA 1997) (citing Rousseff, 537 So. 2d at 981). 17 At oral argument, counsel for Geveran conceded that reliance is an element of a claim under section 517.211....

...investor. We also find there is a genuine issue of material fact as to Halvorsen’s reliance on those omissions and misrepresentations. Finally, we turn to Namburi, Schreck, and Pegasus’s claims that they are not liable under FSIPA. 23 Section 517.211 creates liability for two classes of persons: 1) sellers, and 2) “every director, officer, partner, or agent of . . . [the] seller.” § 517.211(2), Fla....

...Stat. Liability for the second category is further limited to those persons who “personally participated or aided in making the sale or purchase.” Id. Although “seller” is not a defined term under the statue, the federal courts that have considered the issue of who is a “seller” under section 517.211 have relied on the United States Supreme Court’s decision in 23 Pegasus only appeals from the denial of its motion for summary judgment. Accordingly, we assess the record under the summary-judgment standard of review....

...499, 500 (M.D. Fla. 1989) (same). As to Pegasus, Geveran focuses on Pegasus’s role in soliciting Geveran’s investment as a majority, controlling shareholder of LSG, which could bring Pegasus under the category of “seller” for the purposes of section 517.211....

...representatives, participated in the meeting. Weinberg, Bernheim, and Wacaster were also provided copies of the SEC comment letters soon after they were received. 18  Pegasus argues, nonetheless, that it cannot be liable under section 517.211 because of the buyer/seller privity requirement it claims the Florida Supreme Court recognized in Rousseff. 537 So. 2d at 981. This statement from Rousseff is misleading, however. Section 517.211, by its plain language, extends liability to “every director, officer, partner, or agent of or for the purchaser or seller.” § 517.211(2), Fla. Stat. Such parties would not necessarily be in privity of contract with the buyer or seller in a strict sense. Rousseff established that parties liable under section 517.211 have to be directly involved in a sale of securities. The Court was distinguishing liability under section 517.211 from liability under federal rule 10b-5, which extends to fraud more generally, whether conducted during the sale of securities or not....

...Hanzman, Civil Remedies Under the Florida Securities and Investor Protection Act, 64 Fla. Bar J. 36 (Oct. 1990) (approving of Rousseff in general but noting that the privity requirement, in a strict contractual sense, cannot be correct). In this context, section 517.211 is transaction-specific, while other provisions of Florida statutory and common law reach other types of wrong-doing by corporate officers. 24 537 So....

...It applies to any person who is deceitful in connection with the purchase or sale of securities. It requires no privity between buyer and seller. Remedies are not restricted. . . . The Florida statutes, on the other hand, are far more restrictive. . . . Section 517.211 says that if a seller (or buyer) is untruthful in a sale, the buyer (or seller) can rescind the transaction and get his money back....

...There is also no allegation that Namburi and Schreck acted to serve the interests of LSG, given that they were actually employees of J.P. Morgan. Thus, Geveran has not alleged facts sufficient to state a claim on the basis that Schreck and Namburi are liable as “sellers.” As noted above, section 517.211(2), Florida Statutes (2012), also extends liability to “every director, officer, partner, or agent of or for the purchaser or seller, if the director, officer, partner, or agent has personally participated or aided in making the sale or purchase.” It is undisputed that Namburi and Schreck were not directors, officers, or partners of LSG, so if they are liable under this category, it must be as agents of LSG. The Fourth District Court of Appeal has held that under section 517.211, the term “agent” is given its common meaning—“representation of a principal.” Rubin v....

...yment with J.P. Morgan. This is insufficient to state a cause of action under an apparent agency theory. Geveran argues that Namburi and Schreck are nonetheless liable because they “personally participated or aided in making the sale.” § 517.211(2), Fla....

...(1978 SUPP.), BUT FAILED, AFTER 36 CONSECUTIVE MONTHS OF SELLING ITS SHARES IN FLORIDA, TO FORWARD THE $750.00 FEE PROVIDED FOR IN THE AMENDED STATUTE, § 517.061(19)(b), FLA.STAT. (1979), SUBSTANTIALLY COMPLIED WITH THE EXEMPTION REQUIREMENTS, THEREBY AVOIDING LIABILITY TO INVESTORS UNDER § 517.211 FOR THE SALE OF UNREGISTERED SECURITIES IN VIOLATION OF § 517.07....

...(1978 Supp.), BUT FAILED, AFTER 36 CONSECUTIVE MONTHS OF SELLING ITS SHARES IN FLORIDA, TO FORWARD THE $750.00 FEE PROVIDED FOR IN THE AMENDED STATUTE, § 517.061(19)(b), FLA.STAT. (1979), SUBSTANTIALLY COMPLIED WITH THE EXEMPTION REQUIREMENTS, THEREBY AVOIDING LIABILITY TO INVESTORS UNDER § 517.211 FOR THE SALE OF UNREGISTERED SECURITIES IN VIOLATION OF § 517.07....

...e Commission (SEC). The plaintiff, Standford P. Birnholz, individually and as trustee of the Standford P. Birnholz P.A. Pension Plan (Birnholz), brought this action in the United States District Court for the Southern District of Florida pursuant to § 517.211, Fla.Stat.,1 against the 44 Wall Street Fund, Inc....

...However, at all times relevant to this action, the Fund maintained the effectiveness of its SEC registration statement and delivered current prospectuses, as well as its semi-annual and annual reports and proxy statements, to Birnholz and every other prospective Florida purchaser of the Fund’s shares.... 1. Section 517.211 provides that every sale made in violation of the registration provisions may be rescinded at the election of the purchas *570 er, and it makes sellers of unregistered securities liable to the purchaser for damages....

...(1978 SUPP.), BUT FAILED, AFTER 36 CONSECUTIVE MONTHS OF SELLING ITS SHARES IN FLORIDA, TO FORWARD THE $750.00 FEE PROVIDED FOR IN THE AMENDED STATUTE, Sec. 517.061(19)(b), FLA.STAT. (1979), SUBSTANTIALLY COMPLIED WITH THE EXEMPTION REQUIREMENTS, THEREBY AVOIDING LIABILITY TO INVESTORS UNDER Sec. 517.211 FOR THE SALE OF UNREGISTERED SECURITIES IN VIOLATION OF Sec....

...(1978 Supp.), BUT FAILED, AFTER 36 CONSECUTIVE MONTHS OF SELLING ITS SHARES IN FLORIDA, TO FORWARD THE $750.00 FEE PROVIDED FOR IN THE AMENDED STATUTE, Sec. 517.061(19)(b), FLA.STAT. (1979), SUBSTANTIALLY COMPLIED WITH THE EXEMPTION REQUIREMENTS, THEREBY AVOIDING LIABILITY TO INVESTORS UNDER Sec. 517.211 FOR THE SALE OF UNREGISTERED SECURITIES IN VIOLATION OF Sec....

...mission (SEC). The plaintiff, Standford P. Birnholz, individually and as trustee of the Standford P. Birnholz P.A. Pension Plan (Birnholz), brought this action in the United States District Court for the Southern District of Florida pursuant to Sec. 517.211, Fla.Stat., 1 against the 44 Wall Street Fund, Inc....

...the notifier pursuant to Section 517.061(19), Florida Statutes, the notifier shall provide the Department one (1) copy of the final definitive prospectus as per the effective registration with the United States Securities and Exchange Commission. 1 Section 517.211 provides that every sale made in violation of the registration provisions may be rescinded at the election of thepurchaser, and it makes sellers of unregistered securities liable to the purchaser for damages 2 This section makes it un...

...This relationship must arise out of a contract. See id. In order to create a joint venture, a contract must contain the following elements: “(1) a community of interest in the performance of the common purpose, (2) joint control or right 4 Section 517.211(6), Florida Statutes (2015), provides that “[i]n any action brought under this section, including an appeal, the court shall award reasonable attorneys’ fees to the prevailing party unless the court finds that the award of such fe...

...There was no competent substantial evidence to support the existence of joint control, thus precluding the existence of a joint venture. Therefore, Shoreline and its principals were entitled to a directed verdict, or alternatively, to a JNOV on Brisk’s fiduciary duty claim. 2. Shoreline’s Motion for Fees under Section 517.211(6) A trial court’s determination of whether a party prevails on the “significant issues” in litigation so as to designate that party as the prevailing party for the purpose of awarding attorneys’ fees is reviewed for abuse of discretion....

...2d 344, 346 (Fla. 4th DCA 2004)). “Chapter 517, commonly known as the Blue Sky Law, governs securities transactions.” Citizens Fed. Sav. & Loan Ass’n of St. Lucie Cty. v. Loeb Rhoades, Hornblower & Co., 473 So. 2d 679, 682 (Fla. 4th DCA 1984). Section 517.211(6), Florida Statutes (2015), allows a court to decline an award of attorneys’ fees to a prevailing party if the court finds that the award of such fees would be “unjust.” However, “[t]here is little Florida authority construing what the word ‘unjust’ means within the context of this statute ....

...ue” in the case. However, the mere fact that Brisk recovered under only one claim in his multi-count suit—and, incidentally, did not prevail on any of the eight other separate counts he filed—is insufficient to find that an award of fees under Section 517.211(6) was “unfair” or “contrary to standards of conduct furnished by the laws.” THE AMERICAN HERITAGE DICTIONARY 1323 (2d ed....

...separate and distinct claims requiring different allegations of wrongdoing and different elements of proof. We therefore reverse the denial of Shoreline’s motion for fees and remand with instructions to enter an order awarding appellee statutory attorney fees under section 517.211(6), and to determine a reasonable amount thereto. Affirmed in part; reversed in part and remanded with instructions. MAY and CIKLIN, JJ., concur. * * * Not final until disposition of timely filed motion for rehearing. 5 Section 517.301(1)(a), Fla....

...llants in Miami-Dade County, Florida. The complaint alleged that all three appellants violated section 517.12(1) by selling unregistered securities in the State of Florida and sought rescission of the agreements, consistent with the statute. See § 517.211(1), Fla....

...l fact necessary in order to make the statements made, . . . not misleading.” § 517.301, Fla. Stat. (2012). The FSIPA provides for a remedy of rescission for all violations of section 517.301 “if the plaintiff still owns the security.” Id. § 517.211....

...to any “director, officer, partner, or agent [of the seller who] has personally participated or aided in making the sale or purchase.” Id. In E.F. Hutton & Co. v. Rousseff, 537 So. 2d 978, 979 (Fla. 1989), the Florida Supreme Court analogized claims under section 517.211(3) seeking rescission to claims under section 12 of the Securities Act of 1933, which is codified at 15 U.S.C. § 77(l) (2016), as well as common law claims for rescission. Section 517.211(2) limits liability to persons involved directly in the sale of the security and damages are limited to the 11 consideration paid. 537 So. 2d at 981. A claim for rescission under section 517.211 includes: 1) a misrepresentation or omission, 2) of a material fact, 3) on which the buyer relied....

...Under rule 10b-5, a material fact is a fact that would be important to a reasonable investor in deciding whether to invest—meaning that there is a 17 At oral argument, counsel for Geveran conceded that reliance is an element of a claim under section 517.211....

...We also find there is a genuine issue of material fact as to Halvorsen’s reliance on those omissions and misrepresentations. 17  Finally, we turn to Namburi, Schreck, and Pegasus’s claims that they are not liable under FSIPA. 23 Section 517.211 creates liability for two classes of persons: 1) sellers, and 2) “every director, officer, partner, or agent of . . . [the] seller.” § 517.211(2), Fla....

...Stat. Liability for the second category is further limited to those persons who “personally participated or aided in making the sale or purchase.” Id. Although “seller” is not a defined term under the statue, the federal courts that have considered the issue of who is a “seller” under section 517.211 have relied on the United States Supreme Court’s decision in Pinter v....

...499, 500 (M.D. Fla. 1989) (same). As to Pegasus, Geveran focuses on Pegasus’s role in soliciting Geveran’s investment as a majority, controlling shareholder of LSG, which could bring Pegasus under the category of “seller” for the purposes of section 517.211....

...In addition, Jared Berheim and Steven Wacaster, two other Pegasus representatives, participated in the meeting. Weinberg, Bernheim, and Wacaster were also provided copies of the SEC comment letters soon after they were received. Pegasus argues, nonetheless, that it cannot be liable under section 517.211 because of the buyer/seller privity requirement it claims the Florida Supreme Court recognized in Rousseff. 537 So. 2d at 981. This statement from Rousseff is misleading, however. Section 517.211, by its plain language, extends liability to “every director, officer, partner, or agent of or for the purchaser or seller.” § 517.211(2), Fla. Stat. Such parties would not necessarily be in privity of contract with the buyer or seller in a strict sense. Rousseff established that parties liable under section 517.211 have to be directly involved in a sale of securities. The Court was distinguishing liability under section 517.211 from liability under federal rule 10b-5, which extends to fraud more generally, whether conducted during the sale of securities or not....

...Hanzman, Civil Remedies Under the Fla. Secs. & Investor Protection Act, 64 Fla. Bar J. 36 (Oct. 1990) (approving of Rousseff in general but noting that the privity requirement, in a strict contractual sense, cannot be correct). In this context, section 517.211 is transaction-specific, while other provisions of Florida statutory and common law reach other types of wrong-doing by corporate officers. To summarize, Pegasus’s pecuniary interest in Geveran’s investment and the evide...

...and Schreck had a personal interest in the transaction—only that J.P. Morgan would receive an agency fee. There is also no allegation that Namburi and Schreck acted to are not restricted. . . . The Florida statutes, on the other hand, are far more restrictive. . . . Section 517.211 says that if a seller (or buyer) is untruthful in a sale, the buyer (or seller) can rescind the transaction and get his money back....

...20 serve the interests of LSG, given that they were actually employees of J.P. Morgan. Thus, Geveran has not alleged facts sufficient to state a claim on the basis that Schreck and Namburi are liable as “sellers.” As noted above, section 517.211(2), Florida Statutes (2012), also extends liability to “every director, officer, partner, or agent of or for the purchaser or seller, if the director, officer, partner, or agent has personally participated or aided in making the sale or purchase.” It is undisputed that Namburi and Schreck were not directors, officers, or partners of LSG, so if they are liable under this category, it must be as agents of LSG. The Fourth District Court of Appeal has held that under section 517.211, the term “agent” is given its common meaning—“representation of a principal.” Rubin v....

...yment with J.P. Morgan. This is insufficient to state a cause of action under an apparent agency theory. Geveran argues that Namburi and Schreck are nonetheless liable because they “personally participated or aided in making the sale.” § 517.211(2), Fla....

...We reverse only the award of attorney's fees to Carpet Inn because the trial court failed to conduct an evidentiary hearing. In all other respects, we affirm. Envirocycle does not contest Carpet Inn's entitlement to "reasonable" attorney's fees under section 517.211(6)....

...The portions of the statutes involved in Roussejf, subsections 517.-211(2)-(5) and 517.301(1), Florida Statutes (1981), relate only to securities transactions between buyers and sellers and the statutory remedies provided in connection with such sales.. .■. Appellants do not rely on these provisions in sections 517.211 and 517.301(1) as the basis for their causes of action in these cases. Nothing in the Roussejf opinion purports to pass on the statutory provisions in subsection 517.301(1), the section relied on by Appellants in these cases. That opinion does not purport to hold that the remedies provided in section 517.211 are exclusive of all other remedies recognized by law, nor is it likely that the court would have so held in view of the statutory and common law remedies provided or preserved to investors in other sections of chapter 517....

...The arbitrator resolved the matter “on the papers” without a hearing and awarded the Nalascos compensatory damages in the amount of $44,737. The arbitrator also determined that Broker was liable for the Nalascos’ attorney’s fees, pursuant to section 517.211, Florida Statutes (2013),1 and directed the Nalascos to seek fees in the circuit court. Thereafter, the Nalascos filed a petition in the circuit court, seeking confirmation of the arbitration award and the award of attorney’s fees....

...reasonable fee. The Nalascos raise numerous challenges to the $22,000 fee award. Chief among the Nalascos’ appellate arguments are their claims that the fee order must be reversed because the trial court failed to make the findings required by 1 Section 517.211, Florida Statutes, entitled “Remedies available in cases of unlawful sale,” provides, in relevant part, that “[i]n any action brought under this section, including an appeal, the court shall award reasonable attorneys’ fees to the prevailing party unless the court finds that the award of such fees would be unjust.” § 517.211(6), Fla....

...Palma, 629 So. 2d 830 (Fla. 1993), the trial court ruled that the Nalascos’ counsel was not entitled to recover for any time spent litigating the amount of fees to be awarded. The Nalascos insist the trial court erred in applying Palma to a fee award under section 517.211....

...not as such services are solely to the attorney’s benefit. 629 So. 2d at 833. In the years since Palma, its holding that attorney’s fees may not be recovered for time spent litigating the amount of fees has been applied to numerous fee statutes, including section 517.211, the fee statute at issue here....

the [ ] Fund could recover fees is through Section 517.211(6) of the Florida Statutes. Because there are

(1989), thus entitling him to rescission under section 517.211(1), Florida Statutes (1989). Although the buyer

...They asserted several theories of recovery, but the lower court dismissed some of the counts before trial. After a bench trial, the court found KDS and Kashner liable only for statutory securities fraud in contravention of section 517.301, Florida Statutes (1987). It entered judgment against them under section 517.211, Florida Statutes (1987), which provides the remedies for a violation of section 517.301....

...srosiers they were unable to sell the stock. The Desrosiers failed to prove that anyone at KDS made this statement. The trial court, therefore, erred in finding a violation of section 517.301, and imposing judgment based on the remedies set forth in section 517.211....

...veal its intent to seek fees during either the circuit court or arbitration proceedings. In Prudential Securities, Inc. v. Ruskin, 707 So.2d 782 (Fla. 4th DCA 1998), the plaintiff sued for securities violations and sought attorney's fees pursuant to section 517.211(6), Florida Statutes (1995)....

...In Count IV, plaintiff alleges that both the D'Anza Defendants and Biltmore, as the D'Anza Defendant's agent, are liable for the relevant omissions from the Hickman Systems financial statements. Under section 517.301 an agent can be held liable for fraud. FLA. STAT. § 517.211....

...ntial evidence supporting the trial court’s determination that the appellants expressly waived their right to have the trial court decide the issue, we reverse and remand for further proceedings. The appellants sought attorneys’ fees pursuant to section 517.211(6), Florida Statutes (2009), which provides for prevailing party attorneys’ fees in cases involving unlawful securities sales, unless the court finds such an award would be unjust....

“if the plaintiff still owns the security.” Id. § 517.211. Joint and several liability under section 517

...Commission (SEC). The plaintiff, Standford P. Birnholz, individually and as trustee of the Standford P. Birn-holz P.A. Pension Plan (Birnholz), brought this action in the United States District Court for the Southern District of Florida pursuant to § 517.211, Fla.Stat., 1 against the 44 Wall Street Fund, Inc....

..., did not adversely affect the exemption obtained by the Fund in August, 1979. Consequently, the court ruled that the challenged offers and sales of the Fund’s shares were exempt transactions and therefore denied Birnholz’ claim for relief under § 517.211....

...han the payment of a $750.00 fee every three years to maintain the effectiveness of a registration exemption. Finally, a determination must be made whether substantial compliance with the amended statute excuses an issuer from strict liability under § 517.211 for the sale of unregistered securities....

...(1978 Supp.), BUT FAILED, AFTER 36 CONSECUTIVE MONTHS OF SELLING ITS SHARES IN FLORIDA, TO FORWARD THE $750.00 FEE PROVIDED FOR IN THE AMENDED STATUTE, § 517.061(19)(b), FLA.STAT. (1979), SUB *342 STANTIALLY COMPLIED WITH THE EXEMPTION REQUIREMENTS, THEREBY AVOIDING LIABILITY TO INVESTORS UNDER § 517.211 FOR THE SALE OF UNREGISTERED SECURITIES IN VIOLATION OF § 517.07....

...In order to assist consideration of the case, the clerk of the court is directed to transmit this certificate, as well as the briefs of the parties and record filed with the court to the Supreme Court of Florida and also to transmit copies of the certificate to counsel for the parties. QUESTION CERTIFIED. . Section 517.211 provides that every sale made in violation of the registration provisions may be rescinded at the election of the purchaser, and it makes sellers of unregistered securities liable to the purchaser for damages....

...THIS CAUSE comes on for consideration of plaintiffs’ Petition for Allowance of Reasonable Attorneys’ Fees and Expenses (Dkt.210). 1 Plaintiffs seek an award of attorneys’ fees and expenses pursuant to the Florida Securities and Investor Protection Act., Fla.Stat.Ann. § 517.211(6) 2 in the amount of $361,404.93 plus costs of $42,-995.34....

...acking the factual findings on appeal. 28 U.S.C. § 636 (b)(1). . This matter has been referred to the undersigned by the district court for consideration and a Report and Recommendation. See Local Rules 6.01(b) and 6.01(c)(18), M.D.Fla. . Fla.Stat. § 517.211(6) states as follows: (6) In any action brought under this section, including an appeal, the court shall award reasonable attorneys’ fees to the prevailing party unless the court finds that the award of such fees would be unjust....

...On June 27, 2005, the Panel issued an award in favor of Kostoff and against Fleet in the amount of $114,375.10 (plus prejudgment interest) in compensatory damages and $343,125.30 in punitive damages. (Dkt.2, Ex. A, p. 4). The Panel awarded Kostoff attorneys' fees pursuant to § 517.211(6), Fla....

...The parties' actions in this regard amount to an agreement to waive the right to submit the issue of attorney's fees to a court. The Panel therefore had the authority to make an award of attorney's fees and appropriately determined that pursuant to § 517.211(6), Fla. Stat., Kostoff was entitled to fees. Even if the Panel did not have the authority, this Court finds Plaintiff is entitled to fees pursuant to § 517.211(6), Fla....