Alley v. Miramon

In this securities fraud case, we are confronted with the task of resolving legal issues that turn on confusing and vigorously disputed facts. In essence, the question is whether the district court properly awarded the plaintiff, Robert L. Alley, damages under Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b) (1976) (1934 Act) and its implementing Rule 10b-5, 17 C.F.R. § 240.10b-5 (1979), in connection with a fraudulent sale of securities. In May 1975, Alley filed suit against Louis Miramon, Jr., and other directors of Maison Miramon, Inc., alleging violations of Section 10(b) of the 1934 Act and Rule 10b-5. Alley maintained that Miramon, the secretary-treasurer and controlling shareholder of Maison Miramon, fraudulently induced him to transfer his stock certificate representing 200 shares in the Maison Miramon corporation by representing that the corporation needed to pledge the shares as collateral for a loan. The corporation did not pledge the shares; instead, the corporation issued 200 shares to Miramon. Several months after Alley surrendered his certificate, the directors and shareholders of Maison Miramon, without notifying Alley, changed the name of Maison Miramon to Greenbriar Nursing Home, Inc., and dissolved the successor corporation. Alley did not receive any of the liquidation proceeds.