(concurring)—I agree that as a matter of law Perkins Coie is not liable as a seller under RCW 21.20-.430(1). However, I believe that our decision must take into account the recent United States Supreme Court decision of Pinter v. Dahl, — U.S--, 100 L. Ed. 2d 658, 108 S. Ct. 2063 (1988), which was decided after Haberman v. WPPSS, 109 Wn.2d 107, 744 P.2d 1032, 750 P.2d 254 (1987).
The Securities Act of Washington is modeled after the Uniform Securities Act and contains a direction that the act be construed to
effectuate its general purpose to make uniform the law of those states which enact it and to coordinate the interpretation and administration of this chapter with the related federal regulation.
RCW 21.20.900.
Although the Washington Supreme Court has interpreted this provision to require harmony rather than parallelism with the federal law, see Kittilson v. Ford, 93 Wn.2d 223, 608 P.2d 264 (1980), our courts cannot ignore authoritative United States Supreme Court decisions. One such decision is Pinter.
*294Pinter sold unregistered securities to Dahl, who touted the investment to the other respondents, his friends, family, and business associates. Dahl helped the other respondents complete subscription agreement forms but received no commission from Pinter when the other respondents invested on the basis of Dahl's involvement. The District Court and the Court of Appeals found insufficient evidence to support any claim against Dahl.
In turn, the United States Supreme Court reviewed the federal securities act and concluded:
There is no support in the statutory language or legislative history for expansion of § 12(1) primary liability beyond persons who pass title and persons who "offer," including those who "solicit" offers. Indeed, § 12's failure to impose express liability for mere participation in unlawful sales transactions suggests that Congress did not intend that the section impose liability on participants' collateral to the offer or sale.
(Italics mine.) Pinter v. Dahl, 108 S. Ct. at 2080. The Supreme Court specifically rejected the "substantial contributing factor" test with the following reasoning:
The deficiency of the substantial-factor test is that it divorces the analysis of seller status from any reference to the applicable statutory language and from any examination of § 12 in the context of the total statutory scheme. Those courts that have adopted the approach have not attempted to ground their analysis in the statutory language. Instead, they substitute the concept of substantial participation in the sales transaction, or proximate causation of the plaintiff's purchase, for the words "offers or sells" in § 12. The "purchase from" requirement of § 12 focuses on the defendant's relationship with the plaintiff-purchaser. The substantial-factor test, on the other hand, focuses on the defendant's degree of involvement in the securities transaction and its surrounding circumstances. Thus, although the substantial-factor test undoubtedly embraces persons who pass title and who solicit the purchase of unregistered securities as statutory sellers, the test also would extend § 12(1) liability to participants only remotely related to the relevant aspects of the sales transaction. Indeed, it might *295expose securities professionals, such as accountants and lawyers, whose involvement is only the performance of their professional services, to § 12(1) strict liability for rescission. The buyer does not, in any meaningful sense, "purchas[e] the security from" such a person.
(Footnote and citation omitted.) Pinter v. Dahl, 108 S. Ct. at 2080-81. The Supreme Court remanded the case for further findings as to whether Dahl solicited the purchases in order to serve the financial interest of the owner or to receive a personal financial benefit from the sale.
It may well be that the emphasis of the state statute on protection of the public in contrast to the federal act, and the rule in Kittilson, will prove sufficient for our Supreme Court to refuse to reconsider the rule in Haberman. However, in the opinion of this writer the rationale of the Pinter Court is persuasive in that the substantial contributing factor test goes too far in subjecting securities professionals, such as accountants and lawyers, to potential liability where their only involvement is the performance of professional duties. The principal vice of the test is that it invites a simple "but for" analysis that presupposes a duty on the part of the lawyer or accountant when the focus should be on the transaction and the respective roles of the participants in it.
The principal vice of Haberman, if any, is not the adoption of the test itself, but rather, the statement that the determination of whether conduct meets the test is "necessarily a question of fact." That approach will subject securities professionals to the costs of defense and a trial in virtually every transaction in which there is a subsequent suit by a dissatisfied purchaser. Where it is patently clear, as it is here, that a party does not have "the attributes of a seller” it should not be subject to such a burden.
The "substantial contributing factor" test must permit an initial policy determination of whether the connection of securities professionals to a sale was too remote or insubstantial to justify the imposition of liability. As with tort law, it is for the courts to determine whether the firm stood *296'"in any such relation to the plaintiff ... as to create any legally recognized obligation of conduct for [the plaintiff's] benefit.'" (Citation omitted.) See Hartley v. State, 103 Wn.2d 768, 781, 698 P.2d 77 (1985). The ramifications of imposing seller liability in a case such as this would be wide indeed. Such a holding would discourage the provision of legal, accounting, or other advice and counsel for any securities offering. The scope of liability under RCW 21.20.430 must be narrowed to persons who pass title, who offer and who solicit offers, or who have those attributes.
Review granted at 112 Wn.2d 1016 (1989).