Billings Associates, Inc. v. Bashaw

Marsh, J. (dissenting in part).

The statute specifically proscribes a performance of a securities contract which violates certain credit requirements (Securities Exchange Act of 1934, § 7, subd. [c]; par. [1] ; U. S. Code, tit. 15, § 78g, subd. [c], par. [1]). Subdivision (b) of section 29 (U. S. Code, tit. 15, § 78cc, subd. [b]) making void any contract whose performance involves a violation of any rule or regulation, is applicable to regulation “ T ” (§ 4, subd. [c]; Code of Fed. Reg., tit. 12, § 220.4, subd. [e]) of the Federal Beserve Board. There is nothing in subdivision (b) of section 29 which would limit its application only to those contracts between a customer and a broker which on their face call for a violation of the credit requirements or other provisions of the act. If such were the case, subdivision (b) of section 29 should read “ the performance of which requires the violation of,”, instead of “ involves the violation of ” provisions of the act. An interpretation which requires express contractual language in a written or oral contract mandating a violation of the act to make subdivision (b) of sec*128tion 29 applicable would leave a large loophole for evasion, and would not be in accord with the broad purposes envisioned by the credit requirements.

It would be a simple matter for a broker to let it be known that he would not abide by the seven-day rule, but would allow his customers to pay for their cash security transactions in a variety of ways and over variable time periods. It is the broker who has it within his power to extend credit in violation of the act, and upon him the onus for committing such violations falls. The rendering uncollectible of debts incurred in proscribed credit extension would appear to be the effective manner of imposing sanctions contemplated by the statute looking toward the enforcement of the act, irrespective of whether there has been an explicit contractual arrangement which, by its agreed terms, requires a violation of the credit provisions of the act.

The judgment, insofar as it dismisses plaintiff’s complaint, should be affirmed.

Williams, P. J., and Henry, J., concur with Goldman, J. ; Marsh, J., dissents in part and votes to affirm the judgment insofar as it dismisses plaintiff’s complaint in opinion, in which Del Vecohio, J., concurs.

Judgment insofar as it dismisses plaintiff’s complaint reversed on the law and judgment granted to plaintiff in the amount of $3,525 and execution of judgment stayed in accordance with the opinion; judgment insofar as it awards damages to the defendant on his counterclaim against the plaintiff reversed, on the law and facts, and a new trial granted on the issue of damages only, all without costs.