Securities and Exchange Commission v. Kirkland
United States District Court for the Middle District of Florida
521 F. Supp. 2d 1281 (2007)
Kirkland (defendant) raised over $70 million selling senior triplexes as investment opportunities promising returns, retaining total managerial control while investors had none, and requiring investors to sign rental-pooling agreements guaranteeing rent payments from the pooled units even if an investor's own unit sat vacant; the SEC (plaintiff) sued for failure to register these offerings as securities, and Kirkland argued they were ordinary real estate transfers outside SEC jurisdiction.
Whether a real estate offering constitutes an investment contract when there is an investment of money, a common enterprise, and an expectation of profits derived solely from others' efforts.