Johnson v. Colip
Indiana Supreme Court
658 N.E.2d 575 (1995)
Gary Colip (defendant), hired in 1983 as attorney for a company then incorporating, drafted the company's stock prospectus and personally attended shareholder meetings to answer investor questions about it. Allen and Li Yen Johnson (plaintiffs) sued Colip in 1985, alleging the prospectus contained misrepresentations violating the Indiana Securities Act; the trial court granted Colip summary judgment, the court of appeals reversed on the theory that Colip became the corporation's agent once he began fielding shareholder questions, and Colip sought review by the Indiana Supreme Court.
Whether an attorney is an agent of a corporation if his conduct made it more likely than not that an investor would purchase securities associated with that corporation.