dissenting.
Although I substantially agree with the Court’s discussion of the in pari delicto defense in Parts II-A and II-B of its opinion, I disagree with its application of that discussion to the facts of this case.1 Moreover, I am unable to join Part *656Ill because I am persuaded that the discussion of the § 12(1) term “seller” in the context of a contribution suit is both advisory, because no such suit was brought in this case, and misleading, because it assumes that the class of persons who sell securities to purchasers (i. e., § 12(1) “sellers”) is coextensive with the class of potential defendants in claims for contribution, not brought directly under § 12(1), asserted by § 12(1) sellers. § 12(1), Securities Act of 1933, 15 U. S. C. § 77Z(1).
rH
In this case, Pinter had the burden of proving that Dahl shared at least equal responsibility for the action that resulted in the § 12(1) violation, i. e., the failure to register the securities. But, as the Court notes, Pinter has conceded that “nothing in the record indicates whether Dahl was a participant in the decision not to register the securities.” Ante, at 640, n. 15; see Brief for Petitioners 27. Further, the Court of Appeals concluded, and it is undisputed here, that there is no evidence that Dahl knew that the failure to register the securities was unlawful.2
*657Because “the District Court made no findings as to who was responsible for the failure to register or for the mahner in which the offering was conducted,” ante, at 641, the majority concludes that we must remand for further findings. It seems to me, though, that the District Court’s failure to make findings on the critical issue of responsibility for failure to register is properly attributed to Pinter’s failure to direct the court’s attention to the issue. Pinter pleaded his in pari delicto defense as follows:
“The Plaintiff, M. Dahl, engaged in fraudulent misrepresentations to Pinter and the other Plaintiffs, all as set forth in the Defendant’s Counterclaim. He is therefore barred from recovery for the causes of action set forth in [Plaintiffs’ First Amended Complaint], by reason of his conduct in pari delicto in connection with the offer, sale and delivery of the securities of that which he complains.” App. 67.
In light of the fact that the District Court expressly found that the “evidence did not establish that defendants are entitled to any relief on their counterclaims,” App. to Pet. for Cert, a-38, it would seem to follow that the District Court also found that there was no factual basis for the in pari de-licto affirmative defense as pleaded.
Pinter did, though, in his proposed findings of fact and conclusions of law, set forth a somewhat different theory for the in pari delicto defense. He proposed as a conclusion of law that “[a]s a result of his participation in the solicitation of the investment by other Plaintiffs in the subject lease transactions, Dahl is in pari delicto and cannot recover in this action as a matter of law.” 2 Record 274. Thus, if one construes this proposal liberally as amending the pleading, it is fair to conclude that the District Court was at least directed to examine the nature of Dahl’s participation in the solicitation of others to invest in the Pinter leases. But nowhere in his proposed findings of fact or conclusions of law did Pinter suggest that Dahl played any role in the failure to register the *658securities. To be sure, in arguing that the private offering exemption should apply, Pinter asked the court to find that Dahl “received or collected most of the investment proceeds from [the other investors] and hand delivered the funds to Pinter. He'had disclosure of or access to all of the information requisite to a registration statement. ” Id., at 395. But all of this was proposed to convince the court that the private offering exemption applied, and, more importantly, none of it suggests that Dahl aided Pinter in any way in the latter’s decision not to (or failure to) register the securities. Thus, by permitting Pinter to argue now, on remand, for the first time, that Dahl played a role in the failure to register, the majority gives Pinter a second chance to litigate an issue that he was in no way prevented from litigating the first time before the District Court. Since there is nothing in the record to suggest that the District Court committed any error of law in rejecting the in pari delicto defense, the fact that the Court of Appeals may have entertained a different legal view of the defense than we do is not a sufficient reason for giving Pinter another opportunity to prove facts that he failed to establish at trial.3
II
The question concerning Pinter’s possible right to contribution from Dahl relates only to the proceeds of the sales to the *659plaintiffs other than Dahl who elected to sue Pinter and not Dahl. Initially, it is unclear how this matter is properly before us. The Court acknowledges that “Pinter’s pleadings do not state an explicit cause of action for contribution against Dahl,” see ante, at 630, n. 9, and suggests that “the Court of Appeals construed Pinter’s affirmative defense for contributory fault and his incorporation of this defense into his counterclaims, as effectively seeking contribution.” Ibid. If this were so then the matter is easily resolvable, for as I have pointed out supra, at 657, the District Court expressly found that the “evidence did not establish that defendants are entitled to any relief on their counterclaims,” and there is nothing in the record indicating (nor any assertion here) that the District Court applied an erroneous legal standard in rejecting the counterclaims. In any event, Pinter in fact brought no claim for contribution, and the fact that the Court of Appeals saw fit to discuss whether Dahl could be held liable in such a hypothetical lawsuit does not, in my opinion, justify the issuance of an advisory opinion by this Court.4
Even if there is a right to contribution in cases like this,5 and even if Pinter had alleged a claim for contribution against *660Dahl, I see no reason for assuming that the merits of such a claim would be governed by the definition of the term “seller” as used in § 12(1). For even if Dahl might be regarded as a seller in an action brought by the other purchasers of unregistered securities, Pinter would have a right to contribution against Dahl only if Dahl had received some of the proceeds of sale for which Pinter had been held accountable. Moreover, the contours of the right to contribution may be such that if Dahl had shared in those proceeds knowing that they had been obtained in violation of law, he might have to return his share even if he was not technically a “seller” of any securities. For it is by no means clear that the class of persons who may be held liable for contribution to those held primarily liable in §12(1) rescission actions should be limited to those who “successfully solici[t] the purchase, motivated at least in part by a desire to serve his own financial interests or those of the securities owner.” Ante, at 647. Thus, the Court’s discussion of the “seller” issue is neither sufficient nor necessary for the resolution of Pinter’s putative contribution claim.
It would be necessary, however, in resolving a contribution claim such as this, to determine whether the defendant had to account for any proceeds that were actually held by the third-party (contribution) defendant. For § 12(1) is an action for rescission. The statute expressly provides that the purchaser of an unregistered security may “recover the consideration paid for such security with interest thereon, less the amount of any income received thereon, upon the tender of *661such security. . . 15 U. S. C. §77/(1). The judgment entered by the District Court tracked the language of the statute. After reciting that the plaintiffs had made a tender of the securities purchased from Pinter, it ordered that each of them “have judgment against B. J. Pinter, individually and d/b/a/ Black Gold Oil Company, in the amount of their purchase price for the securities purchased, plus prejudgment interest thereon at the rate of 6% annum from the date of payment of their purchase price in May, 1981, less the amount of any income a Plaintiff received on the security. ...” App. 92.
The District Court found that all of the unregistered securities were “offered, sold and delivered” by the defendant Pinter “individually and d/b/a/ Black Gold Oil Company,” App. to Pet. for Cert, a-32, and it is undisputed that all of the proceeds of sale were received by Pinter. Specifically, the District Court found:
“Dahl did not receive from defendants any commission, by way of discount or otherwise, in connection with the purchase by any plaintiff of the fractional undivided oil and gas interests involved in this suit.” Id., at a-34.
Given the undisputed facts, the statutory remedy of rescission 6 was complete when the securities were returned in exchange for the purchase price plus interest. Even if there may be a basis for a right to contribution in cases in which one seller has shared the proceeds of sale with another and has been held liable for those proceeds, it seems obvious to me that the scheme of the statute would be frustrated by allowing a seller to recover from a third party who did not receive any part of the purchase price.7 The Court of Appeals *662expressly recognized this independent basis for affirmance when it stated:
“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.” 787 F. 2d 985, 990, n. 8 (CA5 1986).
In my opinion, this is a sufficient reason for affirming the judgment of the Court of Appeals.
The Court holds that “[i]n the context of a private action under § 12(1), the first prong of the [in pari delicto] test is satisfied if the plaintiff is at least equally responsible for the actions that render the sale of the unregistered securities illegal — the issuer’s failure to register the securities before offering them for sale, or his failure to conduct the sale in such a manner as to meet the registration exemption provisions.” Ante, at 636. I agree that a plaintiff who is at least equally responsible for “the issuer’s failure to register the securities before offering them for sale” can be held *656in pari delicto. I am perplexed, though, by the Court’s conclusion that a’plaintiff who is at least equally responsible for “the issuer’s failure to conduct the sale in such a manner as to meet the registration exemption provision” can be held in pari delicto. Such a failure is of course never a sufficient condition for § 12(1) strict liability; regardless of how many exemptions for which an offering fails to qualify, § 12(1) is not violated unless the securities in question are offered or sold without registration. Thus, it is hard for me to understand how a plaintiff who bears substantially equal responsibility for the loss of an exemption but who does not bear similar responsibility for the proximate cause of the illegality — the failure to register — can be considered in pari delicto. Part I, infra, reflects my view of how the in pari delicto issue in this case should be resolved under what I deem to be the proper view of the defense.
“There is no evidence, however, that Dahl knew that Pinter’s failure to register was in violation of federal and state securities laws.” 787 F. 2d 985, 987 (CA5 1986).
Pinter’s “infer[ence] that Dahl was aware of the duty to register,” ante, at 640, n. 15; see Brief for Petitioners 27, is thus directly contradicted by the Court of Appeals’ conclusion.
Indeed, the Court of Appeals may find that Texas law requires a reentry of its judgment. The District Court found that Pinter had violated not only § 12(1) of the Securities Act of 1933, but also Tex. Rev. Civ. Stat. Ann., Art. 581-33(A), (D) (Vernon Supp. 1988), and that the same remedy was authorized by both statutes. See App. to Pet. for Cert, a-37 — a-38. The Court of Appeals affirmed the finding of liability under Texas law, and also squarely held that Dahl was not a “seller” within the meaning of the Texas statute. See 787 F. 2d, at 991. It is true that the Court of Appeals did not reach the question whether an in pari delicto defense might be aváilable under Texas law. Id., at 990. If it should conclude, however, that Texas would not recognize that defense on the facts of this case, its judgment should stand regardless of the outcome of any further proceedings concerning the federal issues.
Thus, the Court of Appeals on remand may have no choice but to affirm the District Court’s judgment once again, this time on the ground that no contribution claim is properly before it.
The Court “express[es] no view as to whether a right of contribution exists under § 12(1) of the Securities Act.” Ante, at 630, n. 9. The Court of Appeals pointed out that “no code section specifically allows for a right of contribution against a ‘seller’ in Dahl’s position.” 787 F. 2d, at 990, n. 8. Such a right might be found, the court stated, in § 16 of the Act, 15 U. S. C. § 77p, which provides that “[t]he rights and remedies provided by this subchapter shall be in addition to any and all other rights and remedies that may exist at law or in equity.” Whether the availability of such additional rights and remedies depends upon the satisfaction of conditions set forth elsewhere in the Act — such as § 12(1) — is surely an open question.
I note also that this Court has been reluctant to imply a right to contribution in statutes silent on the issue. Compare Texas Industries, Inc. v. Radcliff Materials, Inc., 451 U. S. 630 (1981) (no right to contribution under the federal antitrust laws); Northwest Airlines, Inc. v. Transport *660Workers, 451 U. S. 77 (1981) (no right to contribution by employer against union for violations of either the Equal Pay Act of 1963 or Title VII of the Civil Rights Act of 1964); and Halcyon Lines v. Haenn Ship Ceiling & Refitting Corp., 342 U. S. 282, 285 (1952) (Court refuses to fashion right to maritime contribution in noncollision cases, concluding that “the solution of this problem should await congressional action”); with United States v. Yellow Cab Co., 340 U. S. 543 (1951) (Congress waived sovereign immunity in the Federal Tort Claims Act for contribution claims against the United States).
It should be noted that the statutory remedy for damages is not applicable in this case because that remedy is only available if the purchaser “no longer owns the security.” 15 U. S. C. § 771(1).
Another way of putting this is that a defendant in a rescission suit cannot claim contribution when he received the entire proceeds of sale and merely returned those proceeds to the plaintiff in exchange for the plain*662tiff’s tender of the purchased item (here, the securities). See Olson v. Thompson, 273 Minn. 152, 154-155, 140 N. W. 2d 321, 322 (1966) (“While the action is one sounding in tort, the relief sought is for rescission, requiring restitution of the purchase price and a reassignment of the leases. In his third-party action Thompson makes no demand for damages, and the theory on which he claims contribution is not clear, since the parties by the nature of the action are merely restored to the status quo ante”). Thus, it is a basic principle of equity jurisprudence that a claim for contribution only lies for a defendant who “has actually paid or satisfied more than his proportionate share of the debt or obligation.” 4 S. Symons, Pomeroy’s Equity Jurisprudence 1071-1072 (5th ed. 1941); see also Restatement (Second) of Torts § 886A(2) (1979) (“The right of contribution exists only in favor of a tortfeasor who has discharged the entire claim for the harm by paying more than his equitable share of the common liability; and is limited to the amount paid by him in excess of his share. No tortfeasor can be required to make contribution beyond his own equitable share of the liability”).