United Housing Foundation, Inc. v. Forman case brief

United Housing Foundation, Inc. v. Forman case brief summary
421 U.S. 837 (1975)

CASE SYNOPSIS

Petitioners sought review of judgment from the United States Court of Appeals for the Second Circuit in respondent tenant-shareholders' suit contending that the assignment of an increase in construction costs to respondents by state sponsored parties collaborating in construction of a cooperative public housing project was violative of the Securities Act of 1933, 15 U.S.C.S. § 77q, and the Securities Exchange Act of 1934, 15 U.S.C.S. § 78j(b).

CASE FACTS
Petitioners sought review of judgment in respondent tenant-shareholders' suit, contending that the assignment of an increase in construction costs to respondents by state sponsored parties collaborating in construction of a large cooperative public housing project was violative of the Securities Act of 1933, 15 U.S.C.S. § 77q, and the Securities Exchange Act of 1934, 15 U.S.C.S. § 78j(b), as the shares of stock entitling respondents to lease apartments were securities within the meaning the statutes.

DISCUSSION

• On appeal, the judgment was reversed. In support of its ruling, the court held that shares sold to respondents intending to acquire residential apartments in a state-subsidized cooperative for personal use were not securities within the meaning of the statutes as such shares lacked the right to receive dividends contingent upon an apportionment of profits. 
• Such shares were not negotiable, could not be pledged or hypothesized, could not confer voting rights in proportion to the shares owned, and did not appreciate in value.

CONCLUSION

The court reversed the judgment.

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