Demiraj v. Uljaj
Solicitation qualifies as an "offer" under C.G.S. §36b-3(16)(B) of the Connecticut Uniform Securities Act. The plaintiffs, Pemiola Demiraj and Halim Demiraj, met in Waterbury with the defendants, Tom Uljaj and Eli Gjezo, who own Adriatic Eagle Air Corporation, an air travel business, to discuss the possibility of the plaintiffs investing in Adriatic. The defendants told the plaintiffs how successful the business, worth $5 million, would be, that all necessary permits were in place and that if they joined as 25 percent partners, their share would be $1,250,000. Thereafter, the plaintiffs entered into a stock purchase agreement to purchase 25 percent of the then issued and authorized shares of Adriatic common stock for $1,225,000 and paid the initial installment of $250,000. Adriatic ceased flight operations unable to generate the income from reservations necessary to meet expenses. After learning that no gain would be realized from their investment and they would not recoup their initial payment, the plaintiffs filed an 11 count amended complaint against the defendants. At trial, the court granted the defendants' motion for a directed verdict as to several counts. The jury found for the plaintiffs on two counts alleging breach of the covenant of good faith and fair dealing and awarded damages of $162,722.46. The plaintiffs appealed from the judgment rendered in accordance with the verdict claiming that the court improperly directed a verdict for the defendants on two CUSA counts as there was sufficient evidence to support the application of C.G.S. §36b-4(a) and (b). The Appellate Court agreed and reversed that part of the judgment. The trial court determined that the plaintiffs had not presented sufficient evidence to show that an offer to sell shares of Adriatic was made in Connecticut to support a cause of action under CUSA. The jury reasonably could have concluded, however, that the defendants solicited the plaintiffs' investment in Adriatic shares when the parties met in Waterbury. Because C.G.S. §36b-3(16)(B) defines an "offer" to sell securities as "every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value," the court should not have granted the verdict for the defendants. The matter was remanded for a new trial on those two counts.