Cite as: 513 U. S. 561 (1995)
Ginsburg, J., dissenting
ties Act. Notably, the Uniform Act drafters did not read § 12(2) as limited to public offerings. Accordingly, they did not so limit § 410(a)(2). Bloomenthal, supra, § 14.05, at 14- 38 to 14-39; see also § 410(a)(2) comment, 7B U. L. A. 644 (1985) (describing as comparable scope of § 410(a)(2) and scope of Uniform Securities Act § 101, the Uniform Act's analog to Securities Act § 17(a)).7 Section 410, it is true, does not contain the "prospectus or oral communication" language, perhaps because "prospectus" is not a defined term in the Uniform Securities Act. See § 401, 7B U. L. A. 578-581 (1985) (listing definitions). There is scant doubt, however, that the drafters of Uniform Act § 410(a)(2) intended the provision to have the same meaning as Securities Act § 12(2). See § 410(a)(2) comment, 7B U. L. A. 644 ("This clause is almost identical with § 12(2) of the Securities Act of 1933 . . . ."); L. Loss, Commentary on the Uniform Securities Act 147 (1976) ("The resemblance [of § 410(a)(2) of the Uniform Act] to § 12(2) of the Securities Act of 1933, 15 U. S. C. § 77l(2), will once more make for an interchangeability of federal and state judicial preceden[ts] in this very important area.").
* * *
In light of the text, drafting history, and longstanding scholarly and judicial understanding of § 12(2), I conclude that § 12(2) applies to a private resale of securities. If adjustment is in order, as the Court's opinion powerfully
did not know, and in the exercise of reasonable care could not have known, of the untruth or omission . . . ." 7B U. L. A. 643 (1985).
7 State adaptations of § 410(a)(2) have been applied consistently beyond public offerings; they have been read to cover secondary transactions, see, e. g., Banton v. Hackney, 557 So. 2d 807 (Ala. 1989); Bradley v. Hullander, 272 S. C. 6, 249 S. E. 2d 486 (1978); S & F Supply Co. v. Hunter, 527 P. 2d 217 (Utah 1974), as well as private transactions, see, e. g., Towery v. Lucas, 128 Ore. App. 555, 876 P. 2d 814 (1994); Jenkins v. Jacobs, 748 P. 2d 1318 (Colo. App. 1987); Gaudina v. Haberman, 644 P. 2d 159 (Wyo. 1982); Foelker v. Kwake, 279 Ore. 379, 568 P. 2d 1369 (1977).
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