Knoell v. Huff

Grant, J.,

dissenting.

I dissent from so much of the majority opinion that holds, in effect, that the 2-year statute of limitations of Neb. Rev. Stat. § 8-1118(3) (Reissue 1983) does not control the disposition of plaintiffs’ action in this case. Section 8-1124(1) provides:

Prior law shall exclusively govern all suits, actions, prosecutions, or proceedings which are pending or may be *102initiated on the basis of facts or circumstances occurring before August 18, 1965, except that no civil suit or action may be maintained to enforce any liability under prior law unless brought within any period of limitation which applied when the cause of action accrued and in any event within two years after August 18, 1965.

This section created a transition period between “prior law” and the Securities Act of Nebraska (Neb. Rev. Stat. §§ 8-1101 to 8-1124 (Reissue 1983)). This period allowed causes of action arising out of facts and circumstances prior to August 18,1965, to be brought within the period of limitation applicable to those actions, but in no event later than August 18, 1967. These actions included common-law actions, such as fraud and negligence. In enacting §§ 8-1101 et seq., the Legislature knew that common-law causes of action had limitation periods extending beyond August 18, 1967. Section 8-1124(1) became law on August 18, 1965. The language of § 8-1124(1) plainly states that the Legislature intended that all actions that arose under “prior law” concerning securities had to be brought within 2 years after August 18, 1965. In requiring all “prior law” actions to be brought within this time, the Legislature made it clear that the Securities Act of Nebraska provided the controlling statute of limitations in securities cases arising after August 18, 1965, no matter what the theory of recovery.

“Prior law” included the Blue-Sky Law, Neb. Rev. Stat. §§ 81-302 to 81-346 (Reissue 1958). Section 81-346 of the Blue-Sky Law preserved preexisting common-law remedies in providing: “Nothing contained in sections 81-302 to 81-345 shall limit or diminish the liability of any person or company now imposed by law, or prevent the prosecution of any person or company violating any of the provisions of said sections for the violation of any other statute ...” The Blue-Sky Law, including § 81-346, was repealed by 1965 Neb. Laws, ch. 549, § 25, p. 1798. The Securities Act of Nebraska was enacted by 1965 Neb. Laws, ch. 549, §§ 1 to 24, pp. 1762-98. It appears to me that in repealing § 81-346, the Legislature specifically determined that the newly enacted Securities Act of Nebraska would be controlling as to all security transactions.

I note also that the Securities Act of Nebraska, as adopted, *103was modeled substantially after the Uniform Securities Act, 7B U.L.A. 509 et seq. (1985). Specifically, § 8-1118 is almost a complete adopting by the Nebraska Legislature of § 410 of the Uniform Securities Act. A key provision of the Uniform Securities Act, § 410(h), however, was not adopted. That section provided: “The rights and remedies provided by this act are in addition to any other rights or remedies that may exist at law or in equity, but this act does not create any cause of action not specified in this section or section 202(e).” (Emphasis supplied.) By refusing to enact the provisions of § 410(h) of the Uniform Securities Act, the Legislature made a conscious decision that the Securities Act of Nebraska controlled all actions concerning securities. It appears to me that if the Legislature desired to preserve other general statutes of limitations under the new Securities Act of Nebraska, then either the Legislature would not have repealed § 81-346 or it would have enacted a provision similar to § 410(h) of the Uniform Securities Act.

I believe, therefore, that the language of § 8-1118(3) sets out the applicable statute of limitations of 2 years under Nebraska law in cases involving the sale of securities. Other jurisdictions have reached the same result. See, O’Hara v. Kovens, 625 F.2d 15 (4th Cir. 1980); Dehler v. Setliff, 143 Ga. App. 430, 238 S.E.2d 723 (1977); Diamond v. Lamotte, 709 F.2d 1419 (11th Cir. 1983); Friedlander v. Troutman, Sanders, Lockerman, 788 F.2d 1500 (11th Cir. 1986).

Plaintiffs’ action was not brought within the 2-year period. I would affirm the judgment of the trial court dismissing plaintiffs’ action.

Boslaugh and Hastings, JJ., join in this dissent.