{"data":{"id":"us-ok/okla.-stat.-tit.-71-71-1-509","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 71, § 71-1-509","heading":"Civil liability","body":"A. Enforcement of civil liability under this section is subject\n\nto the Securities Litigation Uniform Standards Act of 1998.\n\nB. A person is liable to a purchaser if the person sells a\n\nsecurity in violation of Section 1-301 of this title, or by means of\n\nan untrue statement of a material fact or an omission to state a\n\nmaterial fact necessary in order to make the statement made, in\n\nlight of the circumstances under which it is made, not misleading,\n\nthe purchaser not knowing the untruth or omission, and the seller\n\nnot sustaining the burden of proof that the seller did not know and,\n\nin the exercise of reasonable care, could not have known of the\n\nuntruth or omission. An action under this subsection is governed by\n\nthe following:\n\n1. The purchaser may maintain an action at law or in equity to\n\nrecover the consideration paid for the security, and interest at the\n\nlegal rate of interest per year from the date of the purchase, less\n\nthe amount of any income received on the security, plus costs, and\n\nreasonable attorneys' fees determined by the court, upon the tender\n\nof the security, or for actual damages as provided in paragraph 3 of\n\nthis subsection.\n\n2. The tender referred to in paragraph 1 of this subsection may\n\nbe made any time before entry of judgment. Tender requires only\n\nnotice in a record of ownership of the security and willingness to\n\nexchange the security for the amount specified. A purchaser that no\n\nlonger owns the security may recover actual damages as provided in\n\nparagraph 3 of this subsection.\n\n3. Actual damages in an action arising under this subsection\n\nare the amount that would be recoverable upon a tender, less the\n\nvalue of the security when the purchaser disposed of it, and\n\ninterest at the legal rate of interest per year from the date of\n\npurchase, costs, and reasonable attorneys' fees determined by the\n\ncourt.\n\nC. A person is liable to the seller if the person buys a\n\nsecurity by means of an untrue statement of a material fact or\n\nomission to state a material fact necessary in order to make the\n\nstatement made, in light of the circumstances under which it is\n\nmade, not misleading, the seller not knowing of the untruth or\n\nomission, and the purchaser not sustaining the burden of proof that\n\nthe purchaser did not know, and in the exercise of reasonable care,\n\ncould not have known of the untruth or omission. An action under\n\nthis subsection is governed by the following:\n\n1. The seller may maintain an action at law or in equity to\n\nrecover the security, and any income received on the security,\n\ncosts, and reasonable attorney's fees determined by the court, upon\n\nthe tender of the purchase price, or for actual damages as provided\n\nin paragraph 3 of this subsection.\n\n2. The tender referred to in paragraph 1 of this subsection may\n\nbe made any time before entry of judgment. Tender requires only\n\nnotice in a record of the present ability to pay the amount tendered\n\nand willingness to take delivery of the security for the amount\n\nspecified. If the purchaser no longer owns the security, the seller\n\nmay recover actual damages as provided in paragraph 3 of this\n\nsubsection.\n\n3. Actual damages in an action arising under this subsection\n\nare the difference between the price at which the security was sold\n\nand the value the security would have had at the time of the sale in\n\nthe absence of the purchaser's conduct causing liability, and\n\ninterest at the legal rate of interest per year from the date of the\n\nsale of the security, costs, and reasonable attorneys' fees\n\ndetermined by the court.\n\nD. A person acting as a broker-dealer or agent that sells or\n\nbuys a security in violation of subsection A of Section 1-401,\n\nsubsection A of Section 1-402, or Section 1-506 of this title is\n\nliable to the customer. The customer, if a purchaser, may maintain\n\nan action at law or in equity for recovery of actual damages as\ne security, costs, and reasonable attorneys' fees\n\ndetermined by the court.\n\nD. A person acting as a broker-dealer or agent that sells or\n\nbuys a security in violation of subsection A of Section 1-401,\n\nsubsection A of Section 1-402, or Section 1-506 of this title is\n\nliable to the customer. The customer, if a purchaser, may maintain\n\nan action at law or in equity for recovery of actual damages as\n\nspecified in paragraphs 1 through 3 of subsection B of this section;\n\nor, if a seller, a remedy as specified in paragraphs 1 through 3 of\n\nsubsection C of this section.\n\nE. A person acting as an investment adviser or investment\n\nadviser representative that provides investment advice for\n\ncompensation in violation of subsection A of Section 1-403,\n\nsubsection A of Section 1-404, or Section 1-506 of this title is\n\nliable to the client. The client may maintain an action at law or\n\nin equity to recover the consideration paid for the advice, interest\n\nat the legal rate of interest per year from the date of payment,\n\ncosts, and reasonable attorney's fees determined by the court.\n\nF. A person that receives directly or indirectly any\n\nconsideration for providing investment advice to another person and\n\nthat employs a device, scheme, or artifice to defraud the other\n\nperson or engages in an act, practice, or course of business that\n\noperates or would operate as a fraud or deceit on the other person,\n\nis liable to the other person. An action under this subsection is\n\ngoverned by the following:\n\n1. The person defrauded may maintain an action to recover the\n\nconsideration paid for the advice and the amount of any actual\n\ndamages caused by the fraudulent conduct, interest at the legal rate\n\nof interest per year from the date of the fraudulent conduct, costs,\n\nand reasonable attorney's fees determined by the court, less the\n\namount of any income received as a result of the fraudulent conduct.\n\n2. This subsection does not apply to a broker-dealer or its\n\nagents, if the investment advice is solely incidental to the conduct\n\nof business as a broker-dealer and no special compensation is\n\nreceived for the investment advice.\n\nG. The following persons are liable jointly and severally with\n\nand to the same extent as persons liable under subsections B through\n\nF of this section:\n\n1. A person that directly or indirectly controls a person\n\nliable under subsections B through F of this section, unless the\n\ncontrolling person sustains the burden of proof that the person did\n\nnot know, and in the exercise of reasonable care could not have\n\nknown, of the existence of the conduct by reason of which the\n\nliability is alleged to exist;\n\n2. An individual who is a managing partner, executive officer,\n\nor director of a person liable under subsections B through F of this\n\nsection, including an individual having a similar status or\n\nperforming similar functions, unless the individual sustains the\n\nburden of proof that the individual did not know and, in the\n\nexercise of reasonable care could not have known, of the existence\n\nof the conduct by reason of which the liability is alleged to exist;\n\n3. An individual who is an employee of or associated with a\n\nperson liable under subsections B through F of this section and who\n\nmaterially aids the conduct giving rise to the liability, unless the\n\nindividual sustains the burden of proof that the individual did not\n\nknow and, in the exercise of reasonable care could not have known,\n\nof the existence of the conduct by reason of which the liability is\n\nalleged to exist;\n\n4. A person that is a broker-dealer, agent, investment adviser,\n\nor investment adviser representative that materially aids the\n\nconduct giving rise to the liability under subsections B through F\n\nof this section, unless the person sustains the burden of proof that\n\nthe person did not know and, in the exercise of reasonable care\n\ncould not have known, of the existence of the conduct by reason of\n;\n\n4. A person that is a broker-dealer, agent, investment adviser,\n\nor investment adviser representative that materially aids the\n\nconduct giving rise to the liability under subsections B through F\n\nof this section, unless the person sustains the burden of proof that\n\nthe person did not know and, in the exercise of reasonable care\n\ncould not have known, of the existence of the conduct by reason of\n\nwhich liability is alleged to exist; and\n\n5. Any other person who materially aids in the conduct giving\n\nrise to the liability under subsections B through F of this section,\n\nunless the person sustains the burden or proof that the person did\n\nnot know and, in the exercise of reasonable care could not have\n\nknown, of the existence of the conduct by reason of which liability\n\nis alleged to exist.\n\nH. A person liable under this section has a right of\n\ncontribution as in cases of contract against any other person liable\n\nunder this section for the same conduct.\n\nI. A cause of action under this section survives the death of\n\nan individual who might have been a plaintiff or defendant.\n\nJ. A person may not obtain relief:\n\n1. Under subsection B of this section for violation of Section\n\n1-301 of this title, or under subsection D or E of this section,\n\nunless the action is commenced within one (1) year after the\n\nviolation occurred; or\n\n2. Under subsection B of this section, other than for violation\n\nof Section 1-301 of this title, or under subsection C or F of this\n\nsection, unless the action is instituted within the earlier of two\n\n(2) years after discovery of the facts constituting the violation or\n\nfive (5) years after such violation.\n\nK. A person that has made, or has engaged in the performance\n\nof, a contract in violation of this act or a rule adopted or order\n\nissued under this act, or that has acquired a purported right under\n\nthe contract with knowledge of conduct by reason of which its making\n\nor performance was in violation of this act, may not base an action\n\non the contract.\n\nL. A condition, stipulation, or provision binding a person\n\npurchasing or selling a security or receiving investment advice to\n\nwaive compliance with this act or a rule adopted or order issued\n\nunder this act is void.\n\nM. The rights and remedies provided by this act are in addition\n\nto any other rights or remedies that may exist, but this act does\n\nnot create a cause of action not specified in this section.","path":["OK Code","Title 71"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os71.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"b991ab58636fa2a95a59634dbf260ab0e5c366fb44edd170563ccfa3ba4166c8","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-71-71-1-508","next":"us-ok/okla.-stat.-tit.-71-71-1-510"},"notice":"GroundRules: Original legal text. Not legal advice."}