dissenting. The trial court found that this sale was an exempt transaction under Section 1707.03, Revised Code, in that it was by an owner and was not made in the course of repeated and successive transactions of a similar character. The evidence is clear that the sale was made in good faith and not for the purpose of avoiding Sections 1707.01 to 1707.45, Revised Code. The result of the majority opinion in this case is to refund the investment of one who makes no complaint except loss of investment and who has no complaint that he has been the victim of any wrongdoing. The mere fact that the agreement recites a sale by the corporation must be considered in light of the undisputed fact that the vendor, with the knowledge of the vendee, held a valid assignment of the stock in question at all times which are material. The Court of Appeals reversal of the holding of the trial court is a finding that on these admitted facts form must prevail over substance. Only on this basis can this dispute be disposed of in that court as a matter of law.
I would reverse the holding of the Court of Appeals and affirm the judgment of the trial court.
O’Neill and Schneider, JJ., concur in the foregoing dissenting opinion. Doyle, J., of the Ninth Appellate District, sitting for Herbert, J.