Gustafson v. Alloyd Co., 513 U.S. 561, 8 (1995)

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568

GUSTAFSON v. ALLOYD CO.

Opinion of the Court

that relate to a prospectus. See Pacific Dunlop, supra, at 588; Ballay, supra, at 688. The determinative question, then, is whether the contract between Alloyd and Gustafson is a "prospectus" as the term is used in the 1933 Act.

Alloyd argues that "prospectus" is defined in a broad manner, broad enough to encompass the contract between the parties. This argument is echoed by the dissents. See post, at 585-586 (opinion of Thomas, J.); post, at 596 (opinion of Ginsburg, J.). Gustafson, by contrast, maintains that prospectus in the 1933 Act means a communication soliciting the public to purchase securities from the issuer. Brief for Petitioners 17-18.

Three sections of the 1933 Act are critical in resolving the definitional question on which the case turns: § 2(10), which defines a prospectus; § 10, which sets forth the information that must be contained in a prospectus; and § 12, which imposes liability based on misstatements in a prospectus. In seeking to interpret the term "prospectus," we adopt the premise that the term should be construed, if possible, to give it a consistent meaning throughout the Act. That principle follows from our duty to construe statutes, not isolated provisions. See Philbrook v. Glodgett, 421 U. S. 707, 713 (1975); Kokoszka v. Belford, 417 U. S. 642, 650 (1974).

A

We begin with § 10. It provides, in relevant part:

"Except to the extent otherwise permitted or required pursuant to this subsection or subsections (c), (d), or (e) of this section—

"(1) a prospectus relating to a security other than a security issued by a foreign government or political subdivision thereof, shall contain the information contained in the registration statement . . . ;

"(2) a prospectus relating to a security issued by a foreign government or political subdivision thereof shall

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