In this appeal Pinter1 urges that his liability under section 12(1) of the Securities Act of 1933, 15 U.S.C. § 77/(1), and article 33 A(l) of the Texas Securities Act, Tex.Rev.Civ.Stat.Ann. art. 581-33 A(l) (Vernon Supp. 1986), should be diminished by plaintiff Maurice Dahl’s wrongful conduct. We disagree with this contention and affirm the decision of the district court granting judgment for plaintiffs.
I.
This controversy arises out of the sale of unregistered securities (fractional undivided interests in oil and gas leases) by Pinter to Dahl and to Dahl’s associates. Dahl is a California real estate investor who, at the time of his dealings with Pinter, was a veteran of two failed oil and gas ventures. Ever an optimist, Dahl aggressively sought out additional oil and gas properties for investment and after an extensive search settled on some leases held by Pinter. Dahl toured the property several times, frequently without Pinter, so that he could talk to others and “get a feel for the properties.” After looking at the geology, drilling logs, and production history assembled by Pinter, he concluded that there was no way he could lose.
Dahl was so enthusiastic about Pinter’s leases that he told plaintiff Wendy Grant-ham and the ten other plaintiffs, all of whom were either friends or family of Dahl, about the venture. The district court found that with the exception of Grantham who herself conceived the idea to purchase, Dahl “solicited” these friends “in connection with the offer, purchase, and receipt of their oil and gas interests.” These solicitations clearly were motivated by Dahl’s desire to enrich his friends and family as Dahl received no commission by way of discount or otherwise in connection with the purchases made by any plaintiff.
Each investment letter-contract signed by the purchasers was a form prepared by Pinter. That document contained the following language:
Whereas the parties constitute a predetermined and limited group of sophisticated and knowledgeable well informed investors who desire to arrange for participation in an oil and/or gas drilling venture as an investment and do declare that it is not for the purpose of reselling their interest therein. (These participating interests are being sold without the benefit of registration under the Securi*987ties Act of 1933, as amended, and on reliance of rule 146 thereunder.)
Dahl, who helped each of the other plaintiffs complete the letter contracts, knew that the interests were being sold without benefit of registration. There is no evidence, however, that Dahl knew that Pinter’s failure to register was in violation of federal and state securities laws.
The plaintiffs’ acquired interests ultimately proved worthless and plaintiffs sought relief under section 12(1) of the Securities Act of 19332 and article 33 A(l) of the Texas Securities Act.3
The district court found that Pinter’s failure to register the securities purchased by plaintiffs was unlawful and permitted plaintiffs to recover the purchase price of the unregistered securities plus interest less investment income. Pinter maintains that because of his promotional activities Dahl, too, is liable as a “seller” of unregistered securities under section 12(1) and article 33 A(l) and thus should be accountable to Pinter in contribution for the amounts awarded to the other plaintiffs. Further, Pinter argues that Dahl should be barred from any personal recovery from Pinter under the equitable doctrines of in pari delicto, estoppel and unclean hands.
II.
A. Availability of Equitable Defenses
In Henderson v. Hayden, 461 F.2d 1069 (5th Cir.1972), this court determined that a plaintiff seeking a return of consideration paid for unregistered securities under section 12(1) could not be estopped by virtue of his having been aware that the securities were unregistered.
We cannot say that in the present appeal rescission would frustrate the Act’s purpose. While one of the essential purposes of the Act is to protect innocent purchasers of securities ... and though [plaintiff] is certainly not the average innocent investor,4 nevertheless, allowing him to recover clearly will not frustrate the legislative purpose____ Congress sought to encourage sellers of securities to register those securities prior to any sales or offers to sell. By allowing recoveries such as the one in this case, unregistered sales are discouraged. Thus it is apparent that [plaintiff] may recover from [defendants].
461 F.2d at 1072 (footnote added). The plaintiff in Henderson was at least as sophisticated a buyer as Dahl. His state of awareness regarding the seller’s failure to register was, as far as we can tell, identical to Dahl’s. There is no evidence indicating that Dahl bought the securities knowing that Pinter’s failure to register violated federal statute.
The facts of Henderson are, in every material respect, indistinguishable from the facts of the case at bar. We forestall reliance on Henderson as controlling precedent, however, pending a determination whether it has been displaced by a recent Supreme Court Case, B. Eichler, H. Richards, Inc. v. Berner, 472 U.S. -, 105 S.Ct. 2622, 86 L.Ed.2d 215 (1985).
*988In Eichler the Supreme Court, established that the doctrine of in pari delicto will bar a plaintiffs recovery in a section 10(b) action under the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b), when:
(1) as a direct result of his own actions, the plaintiff bears at least substantially equal responsibility for the violations he seeks to redress, and
(2) preclusion of suit would not significantly interfere with the effective enforcement of the securities laws and protection of the investment public.
Id. at-, 105 S.Ct. at 2629, 86 L.Ed. at 224. Unlike the standard employed in Henderson which focuses on whether preclusion of suit would further the goals of securities legislation, the Eichlér test queries whether preclusion of suit would interfere with enforcement of the legislation. If Eichler applies to a section 12(1) action as well as to a section 10(b) action, it appears that Henderson would no longer be valid precedent.
The in pari delicto doctrine eminates from the Latin expression, “in pari delicto est conditio defendentis (In a case of equal or mutual fault ... the position of the [defending party] is the better one).”5 The doctrine is a corollary of the unclean hands maxim, the principal difference being that the' in pari delicto doctrine technically applies only when the plaintiffs fault is substantially equal to the defendants. Not any act suffices to bring into play the doctrines of in pari delicto and unclean hands. As the Supreme Court points out in Keystone Driller Co. v. General Excavator Co., 290 U.S. 240, 54 S.Ct. 146, 78 L.Ed. 293 (1933); the doctrines apply “only where some unconscionable act of one coming for relief has immediate and necessary relation to the equity that he seeks in respect of the matter in litigation.” Id. at 245, 54 S.Ct. at 147 (emphasis supplied). The unclean hands and in pari delicto maxims operate against conduct which is contrary to the dictates of good conscience or fair dealing. 2 Pomeroy, Equity Jurisprudence, 92-94 (5th ed. 1941); United States v. Second National Bank of North Miami, 502 F.2d 535, 548 (5th Cir.1974), cert. denied, 421 U.S. 912, 95 S.Ct. 1567, 43 L.Ed.2d 777 (1975); Deseret Apartments v. United States, 250 F.2d 457 (10th Cir.1957); see also United States v. 1-12 Garden Apartments, 703 F.2d 900 (5th Cir.1983). Moreover, the maxims refer “to willful misconduct rather than to merely negligent conduct. The improper conduct which falls within the maxim must involve intention as opposed to an inadvertent act or a misapprehension of legal rights; the conduct must be morally reprehensible as to known facts.” 30 C.J.S. Equity § 95, at 1022 (1965); (citations omitted); Preload Technology, Inc. v. A.B. & J. Construction Co., 696 F.2d 1080 (5th Cir.1983).
Unlike section 10(b) which contains an element of scienter, section 12(1) is a strict liability offense. Swenson v. Engelstad, 626 F.2d 421, 424 (5th Cir.1980). Pinter is liable thereunder notwithstanding the fact that it probably misapprehended its duty to register. Dahl, also unaware of Pinter’s duty to register, was as “culpable” as Pinter in the sense that his conduct was an equal producing cause of the illegal transaction, in short, in the sense that he was equally non-culpable. Causation, however, does not create unclean hands nor does equal causation constitute equal fault. Absent a showing that Dahl’s conduct was “offensive to the dictates of natural justice,” Keystone Driller, 290 U.S. at 245, 54 S.Ct. at 147, the in pari delicto and unclean hands are not available.
Remaining to be decided is whether Pinter may defend on grounds of estoppel, and in this regard whether Eichler, precluding suit when preclusion would not interfere with the enforcement of the securities laws, or Henderson, precluding suit only when preclusion would further the goals of the securities laws, is the governing standard. We believe that Henderson supplies the appropriate standard and, *989thus, the controlling authority in this case.6 By its own terms, the Eichler standard applies when “damages [are sought to] be barred on the grounds of the plaintiff’s own culpability,” a condition not present under our facts. Eichler, 472 U.S. at-, 105 S.Ct. at 2629, 86 L.Ed. at 224. Additional evidence of Eichler’s limited applicability lies in the fact that the second prong of Eichler substantially mirrors the classic formulation of the in pari delicto doctrine. As the Court explains, “[t]he defense is grounded on two premises: first, that courts should not lend their good offices to mediating disputes among wrongdoers; and second, that denying judicial relief to an admitted wrongdoer is an effective means of deterring illegality.” Id. at- --, 105 S.Ct. at 2625-26, 86 L.Ed.2d at 221-22. Traditionally, the in pari delicto defense has been precluded where “there may be on the part of the court itself a necessity of supporting the public interests or public policy in many cases, however reprehensible the acts of the parties may be.” 1 J. Story, Equity Jurisprudence 305 (13th ed. 1886), quoted in Eichler, 472 U.S. at-, 105 S.Ct. at 2627, 86 L.Ed.2d at 222. A plaintiff with unclean hands, in essence, must overcome a presumption that entertainment of his suit would not serve the public interest; and, in accordance with this principle, Eichler permits the application of the in pari delicto doctrine in the context of securities regulation when “preclusion of suit would not significantly interfere with the effective enforcement of the securities laws and protection of the investing public.” Eichler, 472 U.S. at-, 105 S.Ct. at 2628, 86 L.Ed.2d at 224.
The law imposes no such presumption on Dahl. The issue in this case is not how the parties’ legal relationship should be structured in order to give maximal effect to the two independent values undergirding the unclean hands doctrine and the federal securities laws. In contrast to the unclean hands and in pari delicto defenses, the estoppel theory asserted by Pinter has no independent existence in principles of judicial integrity but arises exclusively from within the relationships that are regulated by federal statute. The issue, then, is simply whether section 12(1), providing for a general right to rescind a sale of securities not registered in compliance with the 1933 Act, may, in the context of federal securities law, be fairly construed as applying only to purchasers who do not know their securities are unregistered. In interpreting the scope of a statutory provision, courts have developed numerous aids to construction, one being whether an unprovided-for sanction or remedy “further[s] the essential purpose of the enactment.” See A.C. Frost & Co. v. Coeur D’Alene Mines Corp., 312 U.S. 38, 43, 61 S.Ct. 414, 417, 86 L.Ed.2d 500 (1940). We believe that Henderson, which posed the question whether allowing plaintiff’s suit in accordance with the express provisions of section 12(1) would frustrate the purposes of the Securities Act of 1933, is a sound construction and conclude that the district court’s failure to allow Pinter’s asserted equitable defenses was not erroneous.7
*990Because we find that Dahl has a right to recover from Pinter under federal law, we need not decide whether Pinter’s asserted defenses would bar Dahl’s recovery under state law.
B. Availability of Contribution
In our decision to permit rescission by Dahl, we have relied heavily upon the absence of any evidence indicating that Dahl possessed knowledge of the illegality of Pinter’s failure to register. We reiterate, however, that this fact is irrelevant in deciding whether Dahl is a “seller” of securities.8 Under section 12(1) the liability of a “seller” of unregistered securities is absolute in the sense that it is not predicated upon knowledge that registration was legally required. Swenson v. Engelstad, 626 F.2d 421, 424 (5th Cir.1980); Lynn v. Caraway, 252 F.Supp. 858 (W.D. La.1966), aff'd per curiam, 379 F.2d 943 (5th Cir.1967), cert. denied, 393 U.S. 951, 89 S.Ct. 373, 21 L.Ed.2d 362 (1968).
A “seller” is (1) one who parts with title to securities in exchange for consideration or (2) one whose participation in the buy-sell transaction is a substantial factor in causing the transaction to take place. Swenson v. Engelstad, 626 F.2d at 426-27; Pharo v. Smith, 621 F.2d 656, 667 (5th Cir.1980); Hill York Corp. v. American International Franchises, Inc., 448 F.2d 680, 692-93 (5th Cir.1971).
We have no difficulty finding that Dahl’s conduct was a “substantial factor” in causing the other plaintiffs to purchase securities from Pinter. No plaintiff had any familiarity with the Pinter oil and gas interests until contacted by Dahl. Dahl represented to these plaintiffs that based on his own investigations the investments could not lose. And, with the exception of Grant-ham, the plaintiffs relied exclusively upon communications with Dahl in making their decision to purchase the securities. The district court found, moreover, that all plaintiffs but Grantham “decided to invest because of Dahl’s involvement” and that “Dahl, not Pinter, was the person who caused [Grantham] to purchase.”
Notwithstanding our conclusion that Dahl meets the substantial factor test, we decline to hold that he is a “seller” for the purposes of section 12(1). The substantial factor test was formulated and has been applied under facts which differ substantially from the facts of this case. In every case we have found employing this test (or its substantial equivalent), the person sought to be held liable as a “seller” received or hoped to receive some financial benefit from his efforts. See, e.g., Junker v. Crory, 650 F.2d 1349 (5th Cir.1981) (corporate attorney acting in capacity as agent of seller); Croy v. Campbell, 624 F.2d 709 (5th Cir.1980) (attorney-accountant who was paid for investment advice); Lewis v. Walston & Co., 487 F.2d 617 (5th Cir.1973) (investment broker); Hill York Corp., 448 F.2d 680 (compensated agents of the issuer). We believe that had this circuit previously been confronted with a promot*991er of unregistered securities whose efforts were intended to benefit neither the seller nor himself, we would have created a different test. That test would have incorporated a threshold requirement that the promoter be motivated by a desire to confer a direct or indirect benefit on someone other than the person he has advised to purchase. We believe that a rule imposing liability (without fault or knowledge) on friends and family members who give one another gratuitous advice on investment matters unreasonably interferes with well-established patterns of social discourse. Absent express direction by Congress, we decline to impose liability for mere gregariousness.
As for Pinter’s argument that Dahl is a “seller” under Texas securities law, we find that Texas’ test for liability is substantially in accord with that which we adopt today in the federal arena. In Stone v. Enstam, 541 S.W.2d 473 (Tex.Civ.App.— Dallas 1976, no writ), the Texas Court of Civil Appeals found that an individual who, without benefit to himself, “volunteered” to find someone who would sell stock to a prospective buyer, was not a “seller” within the meaning of article 33 A. Dahl was clearly no more than a “volunteer” and therefore is not liable under Texas law to the other plaintiffs.
There being no liability under either federal or state law upon which a right of contribution in favor of Pinter may be predicated, we find that the district court’s refusal to assess damages against Dahl was correct.
AFFIRMED.
. The defendants-appellants are Billy J. Pinter, individually and d/b/a Black Gold Oil Co., Pinter Energy Co., and Pinter Oil Co. Throughout this opinion appellants will be referred to as “Pinter.”
. Section 12(1) provides:
Any person who — offers or sells a security in violation of section 77e of this title ... shall be liable to the person purchasing such security from him, who may sue either at law or in equity in any court of competent jurisdiction, to recover the consideration paid for such security with interest thereon, less the amount of any income received thereon, upon the tender of such security, or for damages if he no longer owns the security.
15 U.S.C. § 77e. Title 15 U.S.C. § 77e provides, in pertinent part, that if a security is unregistered it is unlawful for a person, directly or indirectly, to use the mails to sell or deliver the security.
. Article 33 A(l) provides:
A person who offers or sells a security in violation of Section 7, 9 (or a requirement of the Commissioner thereunder), 12, 23B, or an order under 23A of this Act is liable to the person buying the security from him, who may sue either at law or in equity for rescission or for damages if the buyer no longer owns the security.
Texas Ann.Civ.Stat. art. 581-33 (Vernon Supp. 1986).
. Plaintiff was a highly sophisticated and successful investor who devoted his full time to managing his investment portfolio.
. Black’s Law Dictionary 711 (5th ed. 1979).
. Even if we were to apply the Eichler standard, Dahl would still be permitted to recover under section 12(1). In Eichler a tippee who voluntarily and, under the facts assumed by the Supreme Court, knowingly traded on inside information was permitted to go forward with his section 10(b) suit against the tipper. First, the Court found that barring private actions in cases such as this would “inexorably result in a number of fraudulent practices going undetected by the authorities and unremedied.” 472 U.S. at-, 105 S.Ct. at 2631, 86 L.Ed.2d at 227. Second, the Court reasoned that defendants would be more responsive to the deterrent pressure of potential sanctions because they made the first step in the chain of dissemination and were also more likely to be advised by counsel. We believe that the Eichler Court’s analysis applies with equal force to the case at bar. We also note that allowing section 12(1) suits for rescission when the plaintiff is unaware that the securities are unregistered in violation of federal law is unlikely to induce plaintiffs to enter into illegal transactions.
. In deciding this issue adversely to Pinter we have not lost sight of the fact that Dahl was involved in solicitations of sales to the remaining plaintiffs. We find in the second part of this opinion, however, that these solicitations were not wrongful; they cannot, therefore, give rise to the defenses asserted by Pinter. Moreover, even if these solicitations were wrongful *990we fail to discern how Dahl’s conduct with respect to sales which were wholly independent of his own purchases from Pinter affect the rationale adopted by this court in Henderson. Dahl, after all, is not seeking to recover for Pinter's failure to register the securities it sold to the other plaintiffs. He seeks to recover only the purchase price of his own securities and, with respect to those purchases, Dahl’s conduct as a buyer was not wrongful. Dahl had no knowledge that the securities were required to be registered nor was Dahl’s purchase of the securities in furtherance of any securities violations against third parties.
. None of the other plaintiffs has sought to recover from Dahl. Dahl’s liability on their claims therefore is in issue only if contribution is a remedy available to Pinter. While no code section specifically allows for a right of contribution against a "seller" in Dahl’s position, section 16 of the Securities Act of 1933, 15 U.S.C. § 77p, provides for “such additional right and remedies that may exist at law or in equity." For the purposes of this analysis, we assume, without deciding, that Pinter is entitled to a right of contribution under federal law. In so doing, we emphasize that this opinion does not stand for the proposition that contribution is an appropriate remedy under these facts. In light of the clear purpose of section 12(1) to disgorge the purchase price from the seller of unregistered securities, we view as unsound any result which would permit Pinter to retain part of the consideration paid by plaintiffs.