Ch. 805

LAWS OF MARYLAND

(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.

(3)  For the purposes of subsection (b)(1)(ii) of this
section, damages are the amount that would be recoverable on a
tender less the value of the security when the buyer disposed of
it and interest at [6 percent per year] THE RATE PROVIDED FOR IN
§ 11-107(A) OF THE COURTS AND JUDICIAL PROCEEDINGS ARTICLE, AS
AMENDED, from the date of disposition.

(4)  (I) IN ANY ACTION BROUGHT UNDER SUBSECTION (A)(3)
OF THIS SECTION A PERSON MAY SUE EITHER AT LAW OR IN EQUITY TO
RECOVER THE CONSIDERATION PAID FOR THE ADVICE AND ANY LOSS DUE TO
THE ADVICE FOR THE RESCISSION OF THE ADVISORY CONTRACT AND ANY
DAMAGES RESULTING FROM THE VIOLATION, TOGETHER WITH INTEREST AT
THE RATE PROVIDED FOR IN § 11-107(A) OF THE COURTS AND JUDICIAL
PROCEEDINGS ARTICLE, AS AMENDED, FROM THE DATE OF PAYMENT OF THE
CONSIDERATION, COSTS, AND REASONABLE ATTORNEYS' FEES, LESS THE
AMOUNT OF ANY INCOME RECEIVED FROM SUCH ADVICE.

(II) AN ACTION BASED ON A VIOLATION OF §
11-302(C) OF THIS TITLE MAY NOT PREVAIL WHERE THE PERSON ACCUSED
OF THE VIOLATION SUSTAINS THE BURDEN OF PROOF THAT HE DID NOT
KNOW, AND IN THE EXERCISE OF REASONABLE CARE COULD NOT HAVE
KNOWN, OF THE EXISTENCE OF THE FACTS BY REASON OF WHICH THE
LIABILITY IS ALLEGED TO EXIST.

(c) (1) Every person who directly or indirectly controls a
person liable under subsection (a) of this section, every
partner, officer, or director of the person liable, every person
occupying a similar status or performing similar functions, every
employee of the person liable who materially aids in the [sale or
purchase] CONDUCT GIVING RISE TO THE LIABILITY, and every
broker-dealer or agent who materially aids in [the sale or
purchase] SUCH CONDUCT are also liable jointly and severally with
and to the same extent as the person liable, unless [the
nonseller or nonbuyer who is so liable sustains] ABLE TO SUSTAIN
the burden of proof that he did not know, and in exercise of
reasonable care could not have known, of the existence of the
facts by reason of which the liability is alleged to exist.

(2) There is contribution as in cases of contract
among the several persons so liable.

- 4382 -