California Securities Claims Can Transend Even Death
Friday, August 4, 2023
Securities Claims in California Dead Plaintiffs or Defendants

As has been discussed in previous posts, Part 5 of the Corporation Securities Law of 1968 establishes violations and Part 6 prescribes remedies.  For example, Corporations Code Section 25401 in Part 5 provides, in part, that it is unlawful for any person to offer or sell a security "in this state" by means of a written or oral communication that includes an untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which the statements were made, not misleading.  Section 25501 in Chapter 1 of Part 6 prescribes the liability of any person who violates Section 25401 to a purchaser.

What happens if a purchaser or sellers dies before bringing suit?  Section 25509 provides that every cause of action under Chapter 1 of Part 6 "survives the death of any person who might have been a plaintiff or defendant" (emphasis added).  Curiously, the statute does not directly state the effect of the death of a person who is rather than "might have been a plaintiff or defendant".   

The problem of a deceased potential party does not seem to be particularly common.  In the more than half century that this statute has been on the books, it has not been cited or discussed in any reported decision.


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