MARVIN MANDEL, Governor

1713

(a)    (1) A person is civilly liable to the person
buying a security from him if he:

[(1)] (I) Offers or sells the security in
violation of §§ 11-304(b), 11-401, or 11-501 of this
title, or of any rule or order under § [[11-305]]11-205
of this title which requires the affirmative approval of
sales literature before it is used; or

[(2)] (II) Offers or sells the security by
means of any untrue statement of a material fact or any
omission to state a material fact necessary in order to
make the statements made, in the light of the
circumstances under which they are made, not misleading,
the buyer not knowing of the untruth or omission, and if
he does not sustain the burden of proof that he did not
know, and in the exercise of reasonable care could not
have known, of the untruth or omission.

(2) A PERSON IS CIVILLY LIABLE TO THE PERSON
SELLING A SECURITY TO HIM IF HE:

(I)    OFFERS TO PURCHASE OR PURCHASES
THE SECURITY IN VIOLATION OF §§ 11-902, 11-903, 11-904,
OR 11-905 OF THIS TITLE; OR

(II)   OFFERS TO PURCHASE OR PURCHASES
THE SECURITY BY MEANS OF ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR ANY OMISSION TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE, IN LIGHT
OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT
MISLEADING, THE SELLER NOT KNOWING OF THE UNTRUTH OR
OMISSION, AND IF HE DOES NOT SUSTAIN THE BURDEN OF PROOF
THAT HE DID NOT KNOW, AND IN THE EXERCISE OF REASONABLE
CARE COULD NOT HAVE KNOWN, OF THE UNTRUTH OR OMISSION.

(b)    (1) A buyer may sue either at law or in
equity:

(i) On tender of the security, to
recover the consideration paid for the security, together
with interest at 6 percent per year from the date of
payment, costs, and reasonable attorneys' fees, less the
amount of any income received on the security; or

(ii) If he no longer owns the security,
for damages.

(2) A SELLER MAY SUE EITHER AT LAW OR IN
EQUITY:

(I)    ON TENDER OF THE CONSIDERATION
PAID FOR THE SECURITY, TO RECOVER THE SECURITY, TOGETHER
WITH THE AMOUNT OF ANY INCOME RECEIVED ON THE SECURITY,
COSTS, AND REASONABLE ATTORNEYS' FEES; OR

(II)   IF THE BUYER NO LONGER OWNS THE
SECURITY, FOR DAMAGES.