Gustafson v. Alloyd Co., 513 U.S. 561, 25 (1995)

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Cite as: 513 U. S. 561 (1995)

Thomas, J., dissenting

concurring)). See also Central Bank of Denver, N. A. v. First Interstate Bank of Denver, N. A., 511 U. S. 164, 173- 175 (1994). Unfortunately, the majority has decided to interpret the word "prospectus" in § 12(2) by turning to sources outside the four corners of the statute, rather than by adopting the definition provided by Congress.

Section 12(2) creates a cause of action when the seller of a security makes a material omission or misstatement to the buyer by means of a prospectus or oral communication. If the seller acted negligently in making the misstatements, the buyer may sue to rescind the sale. I agree with the majority that the only way to interpret § 12(2) as limited to initial offerings is to read "by means of a prospectus or oral communication" narrowly. I also agree that in the absence of any other statutory command, one could understand "prospectus" as "a term of art which describes the transmittal of information concerning the sale of a security in an initial distribution." But the canon that "we construe a statutory term in accordance with its ordinary or natural meaning" applies only "[i]n the absence of [a statutory] definition." FDIC v. Meyer, 510 U. S. 471, 476 (1994).

There is no reason to seek the meaning of "prospectus" outside of the 1933 Act, because Congress has supplied just such a definition in § 2(10). That definition is extraordinarily broad:

"When used in this subchapter, unless the context otherwise requires—

. . . . . "(10) The term 'prospectus' means any prospectus, notice, circular, advertisement, letter, or communication, written or by radio or television, which offers any security for sale or confirms the sale of any security." 15 U. S. C. § 77b(10).

For me, the breadth of these terms forecloses the majority's position that "prospectus" applies only in the context of ini-

585

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