## Facts

- Summit Coffee Co. and Dunnam‑Snyder Co. sold stock in a private, secondary securities transaction involving Anheuser‑Busch Companies, Inc. and Campbell Taggart, Inc.
- Summit Coffee alleged it was induced by material misrepresentations or omissions connected to the transaction.
- Summit Coffee sued under federal securities law and the Texas Securities Act, including Tex. Rev. Civ. Stat. art. 581‑33(A)(2).
- A jury found for Summit Coffee on securities claims, and the trial court entered judgment on the verdict.
- In an earlier appellate opinion, the court treated federal Securities Act § 12(2) as applicable to private secondary transactions and suggested the Texas analogue was broader.
- After the U.S. Supreme Court decided *Gustafson v. Alloyd Co.* (limiting § 12(2) to public offerings), it vacated and remanded for reconsideration.
- On remand, the Texas Court of Appeals withdrew its prior “secondary trading” analysis and reconsidered the case under Texas law, also addressing a contractual release and the remedy of rescission.

## Issues

1. Whether *Gustafson*’s limitation of federal Securities Act § 12(2) to public offerings defeats liability for a private, secondary securities sale.
2. Whether Texas Securities Act anti‑waiver provisions render unenforceable a release purporting to waive claims under art. 581‑33(A)(2).
3. Whether rescission is barred if the claimant cannot perfectly restore the parties to the pre-transaction status quo.

## Decision

- The court did not decide the effect of *Gustafson* on the federal securities claims because the judgment could be sustained on Texas statutory grounds.
- The court held that Texas Securities Act art. 581‑33(A)(2) applies to the private, secondary securities transaction.
- The court held the Texas Securities Act’s anti‑waiver provisions prevent enforcing the release to the extent it waived compliance with, or remedies under, the Act.
- The court rejected the argument that rescission is categorically unavailable absent perfect restoration of the status quo, permitting equitable adjustment where appropriate.
- The court affirmed recovery on Texas Securities Act grounds notwithstanding the federal limitation announced in *Gustafson*.

## Legal Principles

- When a state securities statute diverges textually from a federal analogue, federal interpretations limiting the federal statute do not necessarily limit the state statute.
- Texas Securities Act art. 581‑33(A)(2) can reach misrepresentations or omissions in private, secondary sales, even though federal § 12(2) (now § 12(a)(2)) is limited to public offerings after *Gustafson*.
- Texas Securities Act anti‑waiver provisions void contractual terms that purport to waive statutory compliance or statutory investor protections, including releases aimed at defeating statutory liability.
- Rescissionary relief under the Texas Securities Act is not automatically barred by inability to achieve a perfect return to pre-transaction conditions; courts may allow monetary restoration and offsets consistent with equity and the statute.

## Conclusion

On remand after *Gustafson*, the court sustained the judgment under the Texas Securities Act by holding that art. 581‑33(A)(2) applies to private secondary transactions, that statutory anti‑waiver rules limit enforcement of releases of securities-law liability, and that rescission may be ordered even if exact restoration of the status quo is not feasible.


Anheuser-Busch Cos., Inc. v. Summit Coffee Co., 934 S.W.2d 705 (Tex. App.—Dallas 1996)