Landreth Timber Company v. Landreth

Landreth (defendant) sold all outstanding stock of his fire-damaged lumber company to Dennis and a partner, who formed Landreth Timber (plaintiff) and agreed Landreth would stay on until repairs were complete; when repair costs exceeded estimates, Landreth Timber sued Landreth for selling an unregistered security under the Securities Act. The district court and Ninth Circuit both found the stock wasn't a security in this context, and Landreth Timber sought certiorari.