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California Corporations Code Section 25503

Legal Research Home > California Laws > Corporations Code > California Corporations Code Section 25503

25503.  Any person who violates Section 25110, 25130 or 25133, or a
condition of qualification under Chapter 2 (commencing with Section
25110) of this part, imposed pursuant to Section 25141, or an order
suspending trading issued pursuant to Section 25219, shall be liable
to any person acquiring from him the security sold in violation of
such section, who may sue to recover the consideration he paid for
such security with interest thereon at the legal rate, less the
amount of any income received therefrom, upon the tender of such
security, or for damages, if he no longer owns the security, or if
the consideration given for the security is not capable of being
returned. Damages, if the plaintiff no longer owns the security,
shall be equal to the difference between (a) his purchase price plus
interest at the legal rate from the date of purchase and (b) the
value of the security at the time it was disposed of by the plaintiff
plus the amount of any income received therefrom by the plaintiff.
   Damages, if the consideration given for the security is not
capable of being returned, shall be equal to the value of that
consideration plus interest at the legal rate from the date of
purchase, provided the security is tendered; and if the plaintiff no
longer owns the security, damages in such case shall be equal to the
difference between (a) the value of the consideration given for the
security plus interest at the legal rate from the date of purchase
and (b) the value of the security at the time it was disposed of by
the plaintiff plus the amount of any income received therefrom by the
plaintiff. Any person who violates Section 25120 or a condition of
qualification under Chapter 3 (commencing with Section 25120) of this
part imposed pursuant to Section 25141, shall be liable to any
person acquiring from him the security sold in violation of such
section who may sue to recover the difference between (a) the value
of the consideration received by the seller and (b) the value of the
security at the time it was received by the buyer, with interest
thereon at the legal rate from the date of purchase. Any person on
whose behalf an offering is made and any underwriter of the offering,
whether on a best efforts or a firm commitment basis, shall be
jointly and severally liable under this section, but in no event
shall any underwriter (unless such underwriter shall have knowingly
received from the issuer for acting as an underwriter some benefit,
directly or indirectly, in which all other underwriters similarly
situated did not share in proportion to their respective interest in
the underwriting) be liable in any suit or suits authorized under
this section for damages in excess of the total price at which the
securities underwritten by him and distributed to the public were
offered to the public. Any tender specified in this section may be
made at any time before entry of judgment. No person shall be liable
under this section for violation of Section 25110, 25120 or 25130 if
the sale of the security is qualified prior to the payment or receipt
of any part of the consideration for the security sold, even though
an offer to sell or a contract of sale may have been made or entered
into without qualification.

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Last modified: March 17, 2014