QUESTION 123
Ms. Naivete gave Mr. Smooth, owner of Smooth Construction, $40,000 in return for a promissory note that
promised to pay interest at the rate of 8% a quarter, with a repayment of principal at the end of two years.
The money would be used by Mr. Smooth to rehab a few beach condo units that had been severely
hurricane-damaged and that Mr. Smooth had been able to purchase for “pennies on the dollar,” or so he
said. The first units would be completed within a month, and the rents would be used to make the interest
payments. The investment was almost as risk-free as U.S. government bonds, Mr. Smooth claimed. By
the end of the second year, Ms. Naivete had received a lot of fast talk and only one of the promised
interest payments. Have there been any violation of securities laws in this instance?
Yes, there have been violations of securities laws in this instance; the promissory note
required registration, and Ms. Naivete has been defrauded. Promissory notes are considered to be
securities as defined by the Uniform Securities Act and, as such, must be registered with the state before
they can be offered for sale. Furthermore, a promissory note is a promise to repay, and Mr. Smooth has
defaulted on this promise after telling Ms. Naivete that the investment was close to being risk-free. In
essence, he took Ms. Naivete’s money under false pretenses when he sold her the note, and that is the
definition of fraud.