(dissenting) — I would affirm the trial court's dismissal of all plaintiffs' and intervenors' Washington State Securities Act (WSSA) claims pursuant to CR 12(b)(6), as none of the complaints assert the necessary privity required to establish an action under RCW 21.20.430(1). Further, the majority has, in my opinion, misapplied the Restatement of Torts section 552 to allow the intervenors' negligent misrepresentation claims to stand. Therefore, I dissent.
I
Washington State Securities Act Claims
A
Proper Construction of the WSSA
First and foremost, the reasonable interpretation of RCW 21.20.430(1) requires privity between plaintiff and defendant. The majority's expansive denomination of parties liable in a private action is without basis under the clear language of the WSSA.
This court interprets statutory language to implement legislative intent. Seven Gables Corp. v. MGM/UA Entertainment Co., 106 Wn.2d 1, 6, 721 P.2d 1 (1986). The authoritative indicator of legislative intent is the plain and unambiguous meaning of the words in a statute. State v. Johnson, 104 Wn.2d 179, 181, 703 P.2d 1052 (1985). When the language of a statute is clear, the court must respect its ordinary meaning. People's Org. for Wash. Energy Resources v. Utilities & Transp. Comm'n, 104 Wn.2d 798, 825, 711 P.2d 319 (1985). The ordinary and clear meaning of "is liable to the person buying the security from him or her" in RCW 21.20.430(1) requires that the plaintiff bought a security from the defendant — that is, privity. Although the Washington Legislature has substantially altered section .430 during the ongoing development of numerous § 12(2) interpretations in the federal circuits, the original language in subsection .430(1) requiring privity remains intact. The majority ignores that legislative intent can be implemented only by retaining the plain meaning of that subsection.
*180Also, including only actual sellers under subsection .430(1) retains the net of liability obviously contemplated by the scheme of section .430. We interpret statutory language to render all sections meaningful. State v. Q.D., 102 Wn.2d 19, 23, 685 P.2d 557 (1984). Only a strict privity approach ensures meaningful application of all portions of section .430; the majority's substantial factor-proximate cause approach renders subsection .430(3) repetitious and meaningless. For example, under the majority's interpretation an employee who falls under subsection .430(3) because he or she materially aids in the sale also necessarily falls under subsection .430(1) as a substantial factor causing the sale. Under a privity approach, however, the party who actually sold the security to the plaintiff is liable under subsection .430(1), and in subsection .430(3) the Legislature specifically delineated other parties liable by virtue of their status, knowledge, and participation in the sale, such as employees who materially aid.2 Hence, the privity plainly required under the reasonable construction of the WSSA language avoids rendering subsection .430(3) superfluous.
Furthermore, the majority's comparison to the comments of the Uniform Securities Act is without merit. Our Legislature has not espoused that act and its comments in any part; indeed, only two states have adopted the act, and then with numerous variations. Unif. Sec. Act (1985), 7B U.L.A. 30 (Supp. 1987). Whether other states will adopt the act is not only speculative but improbable, because both *181the American Bar Association and the North American Securities Administrators Association criticized and refused to endorse it. See 19 Sec. Reg. & L. Rep. (BNA) 264 (1987); 18 Sec. Reg. & L. Rep. (BNA) 399 (1986).
The majority's reliance on tort law is also inappropriate and without merit. The question of the existence of a statutory cause of action is one of statutory construction; the majority's argument based on tort principles, therefore, is entirely misplaced. Touche Ross & Co. v. Redington, 442 U.S. 560, 568, 61 L. Ed. 2d 82, 99 S. Ct. 2479 (1979); SEC v. Seaboard Corp., 677 F.2d 1289, 1294 n.4 (9th Cir. 1982). The WSSA does not supplant or mirror tort law remedies available to an injured party in a securities transaction. Accord, Ging v. Parker-Hunter, Inc., 544 F. Supp. 49, 52 (W.D. Pa. 1982). In fact, the securities laws were created specifically to regulate a unique aspect of commerce that no other area of law touches upon, including common law tort. See Bowden v. Robinson, 67 Cal. App. 3d 705, 712, 136 Cal. Rptr. 871 (1977). It is for this very reason that the interve-nors' common law negligent misrepresentation and fraud claims are treated and analyzed as actions separate from the WSSA claims.
B
Interpretation Mirroring Section 12(2)
The majority incorrectly imposes a meaning on the WSSA that allegedly mirrors the current federal circuit court trend in interpreting § 12(2) of the Securities Act of 1933, 15 U.S.C. § 77/(2) (1982). Although this court must not interfere with federal enforcement of the 1933 and 1934 securities acts, we need not interpret the WSSA in a duplicate manner. Kittilson v. Ford, 93 Wn.2d 223, 227, 608 P.2d 264 (1980).
Mirrored interpretation is improper because the purposes of the federal securities acts differ sharply from the purpose of the WSSA. Federal securities laws enforce disclosure and maintain integrity in the secondary securities markets, while the WSSA protects investors. Enforcement of the latter purpose is the only proper "broad remedial purpose" *182pursuant to which the WSSA should be interpreted. See Garretson v. Red-Co., Inc., 9 Wn. App. 923, 927-28, 516 P.2d 1039 (1973) (primary function of court is to carry out the legislative purpose of the WSSA); see also Touche Ross & Co. v. Redington, 442 U.S. at 578 ("generalized references to the 'remedial purposes' of the 1934 Act will not justify reading a provision 'more broadly than its language and the statutory scheme reasonably permit.' SEC v. Sloan, 436 U. S. 103, 116 (1978); see Ernst & Ernst v. Hochfelder, 425 U. S., at 200."). For this reason, we have in past cases employed the WSSA solely to enforce honesty in direct dealings between individuals. See, e.g., McClellan v. Sund-holm, 89 Wn.2d 527, 534, 574 P.2d 371 (1978); Clausing v. DeHart, 83 Wn.2d 70, 73, 515 P.2d 982 (1973); Kaas v. Pri-vette, 12 Wn. App. 142, 150, 529 P.2d 23 (1974). In fact, research has revealed no jurisdiction that granted a state securities cause of action in a situation involving no direct dealings in a firm commitment underwriting issue. Wrongful actions based on such a large-scale issue and impersonal transaction are properly redressed under the federal securities acts.
Mirrored interpretation is also improper because the scheme and express limitations of RCW 21.20.430 differ from those in § 12(2). For example, the § 12(2) statute of limitations would preclude this suit. 15 U.S.C. § 77m (1982). A government issuer such as the Supply System is not subject to suit under § 12(2); see majority opinion, at 122-24. Also, other than "sellers", Congress provided for liability only of "control persons" under § 12(2). 15 U.S.C. § 77o (1982). By contrast, other than those in privity, the Washington Legislature explicitly provided for liability of several participants in the sale: partners, directors, or employees who materially aid, for example. RCW 21.20.430(3). These differences reveal that although interpretations of § 12(2) may provide guidance, mirrored construction is patently misplaced and irresponsive to the WSSA.
Even under the federal § 12(2) standard proposed by the *183majority, no defendants would be liable because the complaints contain no allegations that a defendant actually negotiated a particular buy-sell transaction, or was even remotely involved with the actual sellers, the underwriters.3 Courts adopting the substantial participation-proximate cause test espoused by the majority limit liability to those actually participating in the particular sales transaction and preclude suit against those merely involved in preparing reports and offering circulars:
The plaintiffs here merely allege that the individual defendants participated in preparing the Registration Statement and Prospectus and certain financing mechanisms; they do not allege any substantial participation by the individual defendants in the particular sales transactions. On this ground, the court will grant the defendants' motion to dismiss the plaintiffs' § 12(2) claims against the individual defendants.
In re Diasonics Sec. Litig., 599 F. Supp. 447, 458 (N.D. Cal. 1984), quoted in In re Victor Technologies Sec. Litig., [1986-1987 Transfer Binder] Blue Sky L. Rep. (CCH) ¶ 72,491 (N.D. Cal.); see Hudson v. Capital Management Int'l, Inc., [1982-1983 Transfer Binder] Fed. Sec. L. Rep. (CCH) ¶ 99,222 (N.D. Cal.) (allegation that defendants offered opinions in sales circulars or directly disseminated information to investors is not adequate pleading of § 12(2) seller status); Stokes v. Lokken, 644 F.2d 779, 785 (8th Cir. 1981) (attorney's opinion letter, upon which auditor relied in issuing report for advertising materials, did not "approach the degree of participation required for liability under § 12"). For this reason, the participation test espoused by the majority is sometimes referred to as a "loose privity" standard. In re Wicat Sec. Litig., 600 F. *184Supp. 1236, 1239 (D. Utah 1984).
The complaints at bench pertain to preparation of the prospectus and annual reports, and issuance of opinion letters — activities insufficient as a matter of law to constitute the "substantial participation-proximate cause" in a particular buy-sell transaction. Indeed, a purchaser may never sue an issuer under § 12(2) in a firm commitment underwriting arrangement such as the WNP 4 and 5 bond issues; in such an instance, "even under the loosest privity standard", the proper defendant is the actual seller, the underwriter. In re Wicat Sec. Litig., at 1242; see In re Fortune Sys. Sec. Litig., 604 F. Supp. 150, 163 (N.D. Cal. 1984). Thus, even under the modern view of the federal "participation" approach adopted by the majority, plaintiffs' and intervenors' complaints should be dismissed.
C
Interpretations of Other State Securities Acts
My examination of interpretations of other state securities acts confirms that the Legislature intended to require privity under the WSSA. The majority determines that other courts' interpretations of state securities acts are "inconclusive" toward interpreting the WSSA. Majority opinion, at 129. On the contrary, the methodology employed by other courts provides insightful direction. As a general rule, other courts strictly construe state statutes according to their plain language. The majority unfortunately chooses to ignore this logical methodology.
State courts require the plaintiff to establish privity with the defendant to state a cause of action under acts with language similar to subsection .430(l)'s "Any person, who offers or sells a security in violation ... is liable to the person buying the security from him or her". For example, in California the words "any person acquiring from him" require privity as a condition of recovery. Bowden v. Robinson, 67 Cal. App. 3d 705, 712, 136 Cal. Rptr. 871 (1977). In Oklahoma the term "any person who offers or sells" also requires strict privity as a condition of recovery. Nikkel v. *185Stifel, Nicolaus & Co., 542 P.2d 1305, 1307-08 (Okla. 1975). In Texas, it appears that a defendant who does anything less than negotiate the sale of stock is not a seller "liable to the person buying the security from him". Stone v. Enstam, 541 S.W.2d 473; 480 (Tex. Ct. App. 1976); see also Huddleston v. Herman & MacLean, 640 F.2d 534, 551 (5th Cir. 1981) (interpreting Stone v. Enstam, supra, as limiting state securities actions to those actions against one engaged in the sale process and never including purchases on the open market not from the defendant), rev'd in part on other grounds in 459 U.S. 375, 74 L. Ed. 2d 548, 103 S. Ct. 683 (1983). The court in Anders v. Dakota Land & Dev. Co., 380 N.W.2d 862 (Minn. Ct. App. 1986) denied a state securities action, although it did adopt a definition of "seller" identical to a federal interpretation of § 12(2). Anders, at 868. A later Minnesota case, however, implicitly limits the Anders interpretation by refusing to grant an action against a defendant not the agent of a seller in privity. Norwest Bank Hastings v. Clapp, 394 N.W.2d 176, 178 (Minn. Ct. App. 1986). The Norwest Bank Hastings court determined that the seller's lender, who did not work for the seller in privity but who through his contact and advice to the buyer instrumentally influenced the decision to purchase, was not liable under the portion of the statute holding a "seller's" agent who materially aids liable. Norwest, at 178.
State courts expanding upon the privity approach do so pursuant to strict interpretation of statutory language that holds liable those who "participate" or "materially aid" in the fraudulent sale, unlike the WSSA language. These courts do not rely on federal circuit court trends in interpreting the federal securities acts; rather, they reasonably interpret statutory language in reaching their conclusions. E.g., Fakhrdai v. Mason, 72 Or. App. 681, 684, 696 P.2d 1164 (1985); Froehlich v. Matz, 93 Ill. App. 3d 398, 408-09, 417 N.E.2d 183 (1981). The WSSA only holds sellers in privity liable; no "participants" are subject to suit under subsection .430(1). Hence, the majority's expansion of the *186WSSA liability section is clearly unsupported by other states' interpretations of their acts.
When federal courts exercising pendent jurisdiction recognize that state acts should be construed not as a mirror of federal § 12(2) but with respect to their unique purpose and language, they generally employ a plain meaning interpretation. Hence, many federal courts construing statutes similar to the WSSA interpret those acts as requiring privity, regardless of their interpretation of federal § 12(2). E.g., SEC v. Seaboard Corp., 677 F.2d 1289, 1295-96 (9th Cir. 1982) (allowing suit against participants as potentially liable "sellers'1 under § 12(2), but precluding suit absent privity under the California State Securities Act); In re Victor Technologies Sec. Litig., [1986-1987 Transfer Binder] Blue Sky L. Rep. (CCH) ¶ 72,491 (N.D. Cal.) (holding actual participants in the selling process liable under § 12(2), but requiring "strict privity" under the California State Securities Act); see also Sharp v. Coopers & Lybrand, 649 F.2d 175, 192 (3d Cir. 1981) (accountant who issued opinion letter used in sales program not liable under Pennsylvania Securities Act because accountant was not the actual seller), cert. denied, 455 U.S. 938 (1982); Fickinger v. C.I. Planning Corp., 556 F. Supp. 434, 436 (E.D. Pa. 1982) (privity required under Pennsylvania Securities Act; hence advisor and parent company not liable under the act for alleged misrepresentations and omissions because they did not actually sell the security to the plaintiff). Hence, the majority's expansion of the WSSA liability section is unsupported by federal court interpretations of state securities laws.
D
Conclusion
I would interpret the WSSA to enforce its plain meaning, affording a civil action to purchasers only against the sellers from whom they purchased. This construction enforces the unique purpose of the WSSA and renders all sections meaningful. The majority's interpretation that mirrors § 12(2) is misplaced in light of the unique purpose, language, *187and scheme of the WSSA.
Also, the complaints should be dismissed even under the federal test adopted by the majority. No allegation asserts that a defendant participated in a particular sales transaction to a particular plaintiff; indeed, such an allegation is impossible because the WNP 4 and 5 bonds were sold pursuant to a firm commitment underwriting arrangement. In addition, interpretations of other state securities acts should provide us with guidance: when examined, they are construed according to their plain language. A similar approach is appropriate for the WSSA.
The allegations at bench which do not assert that a defendant had any connection to the actual sellers, the underwriters, should not withstand defendants' motion to dismiss. I therefore would affirm the trial court's CR 12(b)(6) dismissal of the WSSA claims.
II
Intervenors' Negligent Misrepresentation Claim
Proper application of section 552 precludes the interve-nors' negligent misrepresentation claim. I therefore dissent from that portion of the majority opinion reversing the trial court's dismissal of the negligent misrepresentation claim.
In determining whether a cause of action for negligent misrepresentation will lie, jurisdictions differ on the scope of the duty owed to the plaintiffs. The minority of courts follow the "foreseeability" approach. See, e.g., International Mortgage Co. v. John P. Butler Accountancy Corp., 177 Cal. App. 3d 806, 820, 223 Cal. Rptr. 218 (1986); Citizens State Bank v. Timm, Schmidt & Co., S.C., 113 Wis. 2d 376, 386, 335 N.W.2d 361 (1983). Liability under the foreseeability approach extends to all "reasonably foreseeable" plaintiffs who relied on the negligent misrepresentations. International Mortgage, at 820; Citizens State Bank, at 386.
A majority of courts, however, criticize the foreseeability approach and follow the Restatement (Second) of Torts § 552 (1977). These courts refuse to impose liability on a *188limitless group of potential plaintiffs when the defendant is merely negligent. In re Consumers Power Co. Sec. Litig., 105 F.R.D. 583, 596-98 (E.D. Mich. 1985).
When there is no intent to deceive but only good faith coupled with negligence, the fault of the maker of the misrepresentation is sufficiently less to justify a narrower responsibility for its consequences.
Restatement (Second) of Torts § 552, comment a (1977). See also Restatement (Second) of Torts § 552, comment h (1977) (persons liable under section 552 are "distinct from the much larger class who might reasonably be expected sooner or later to have access to the information and fore-seeably to take some action in reliance upon it"). Hence, liability under section 552 is limited to loss suffered "by the person or one of a limited group of persons for whose benefit and guidance he intends to supply the information or knows that the recipient intends to supply it”. (Italics mine.) Restatement (Second) of Torts § 552(2)(a) (1977). This court adheres to the Restatement (Second) of Torts § 552 (1977). Transamerica Title Ins. Co. v. Johnson, 103 Wn.2d 409, 415, 693 P.2d 697 (1985); see also Wilber v. Western Properties, 22 Wn. App. 458, 463, 589 P.2d 1273 (1979).
The majority correctly affirms that section 552 defines the scope of the duty owed a plaintiff in Washington who is suing for negligent misrepresentation. In my opinion, however, the court then incorrectly applies section 552 to the pleadings in this case. As a matter of law, section 552 precludes the intervenors' action for negligent misrepresentation.4
Section 552 precludes suit for negligent misrepresentation when the defendant merely conveys information to a limitless and unrestricted class of investors. In such a situation, courts find a duty only if they reject section 552 and *189adopt the foreseeability approach. E.g., International Mortgage Co. v. John P. Butler Accountancy Corp., 177 Cal. App. 3d at 820 (under the section 552 approach, accountant who negligently prepared financial statements for firm was not liable to purchasers of firm's stock who relied on statements; accountants were potentially liable under the foreseeability approach); Citizens State Bank v. Timm, Schmidt & Co., S.C., 113 Wis. 2d at 386 (under the section 552 approach, accountant who negligently prepared auditing statements for corporation was not liable to party who relied on statements in loaning money to corporation; accountants were liable under the foreseeability approach). Absent a known and limited number of relying parties, those courts adhering to section 552 and rejecting the foreseeability approach preclude an action altogether. E.g., Credit Alliance Corp. v. Arthur Andersen & Co., 65 N.Y.2d 536, 553, 493 N.Y.S.2d 435 (1985) (accountants liable to a known relying party, but not to "any foreseeable plaintiff"); Briggs v. Sterner, 529 F. Supp. 1155, 1177 (S.D. Iowa 1981) (accountants not liable to foreseeable investors; court follows section 552 and refuses to hold accountants liable because plaintiff investors were not actually known and were of an unlimited class at the time the statements were prepared — "the risk to be perceived at the time of the undertaking defines the nature of the duty of ordinary care owed to third parties."); see Milliner v. Elmer Fox & Co., 529 P.2d 806, 808 (Utah 1974) (accountant who prepared statements for corporation was not liable to purchasers of stock under approach similar to section 552, requiring that accountant knew that "particular" parties would rely on the report for a particular purpose, because a future purchaser of stock belongs to an unlimited class).
The majority cites one non-Washington case wherein a "foreseeable" plaintiff was allowed a cause of action under section 552. Chubb Group of Ins. Cos. v. C.F. Murphy & Assocs., 656 S.W.2d 766, 774-76 (Mo. Ct. App. 1983). The Chubb court found contractors, an architect, and a steel manufacturer liable to plaintiffs injured when a bridge that *190had been negligently constructed collapsed. The majority's use of Chubb is, however, ill suited to the case at bench. Section 552, comment a clearly states that the law governing the Chubb situation, physical injury, is not analogous to the law governing the situation at bench, monetary loss caused by negligently supplying incorrect information. Moreover, because services are crafted to meet the needs of individual clients, they cannot be likened to a product whose design and manufacture impact equally on all users. Guy v. Liederbach, 501 Pa. 47, 58, 459 A.2d 744 (1983). Hence, Chubb should not authoritatively direct application of section 552 to the intervenors' complaint.
No intervenor claims to be the beneficiary of a particular misrepresentation involving a transaction with a limited group of people. All alleged negligent misrepresentations were disseminated to the general public, and no investor received information made uniquely available for his or her benefit. Intervenors' actions for negligent misrepresentation should therefore fail under section 552, and the trial court's CR 12(b)(6) dismissal of this claim should be affirmed. I therefore dissent from the majority's holding.
In sum, I dissent because the majority improperly reverses the trial court's CR 12(b)(6) dismissal of the plaintiffs' and intervenors' WSSA claims, and of the inter-venors' negligent misrepresentation claim. I concur in the majority opinion in all other respects.
Dolliver and Andersen, JJ., concur with Pearson, C.J.
After modification, further reconsideration denied February 19, 1988.
RCW 21.20.430(3) provides:
"Every person who directly or indirectly controls a seller or buyer liable under subsection (1) or (2) above, every partner, officer, director or person who occupies a similar status or performs a similar function of such seller or buyer, every employee of such a seller or buyer who materially aids in the transaction, and every broker-dealer, salesperson, or person exempt under the provisions of RCW 21.20.040 who materially aids in the transaction is also liable jointly and severally with and to the same extent as the seller or buyer, unless such person sustains the burden of proof that he or she did not know, and in the exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable.”
Indeed, the continued validity of the circuits' expansion on the plain meaning of "seller" in § 12(2) is doubtful in light of recent federal cases limiting private actions under the securities acts. SEC v. Seaboard Corp., 677 F.2d 1289, 1294 nn.3 & 4 (9th Cir. 1982) (noting "the doubtful nature" of the "participant theory" espoused in SEC v. Murphy, 626 F.2d 633 (9th Cir. 1980) and cited as authority by a majority of this court, in light of recent Supreme Court cases prescribing "a strict statutory construction approach to the securities acts").
Admittedly, under illustration 6 of section 552, the situation at bench could be construed to fall within the ambit of section 552. As applied, however, no court following section 552 allows suit when information is conveyed to a limitless and unrestricted class of potential investors, as was the case at bench.