## Facts

- Dr. W. B. Landry, Curtis Chauvin, and Bryan Zeringue were customers of St. Charles Bank & Trust Company.
- In 1974, each plaintiff purchased 1,500 shares of the bank’s common stock at $60 per share.
- By January 1976, after regulatory and other investigations raised concerns about the bank’s financial structure, the stock price fell to about $4 per share.
- Plaintiffs alleged defendants (including All American Assurance Company, Republic Securities Corporation, and affiliated individuals) made material misrepresentations and omissions regarding the bank’s financial condition in connection with selling the stock.
- Plaintiffs initially asserted federal antifraud claims under Exchange Act § 10(b) and SEC Rule 10b-5 and later amended to add claims under Securities Act § 17(a).

## Issues

1. Whether Securities Act § 17(a) implies a private right of action for damages by purchasers alleging fraud in the offer or sale of securities.
2. Whether the trial court committed reversible error by restricting plaintiffs from proceeding on multiple securities-law theories, including § 17(a), and by limiting related jury-instruction theories.

## Decision

- The Fifth Circuit affirmed the dismissal of the § 17(a) claims.
- The court held § 17(a) does not create an implied private right of action for damages.
- The court found no reversible error in the district court’s limitation of the case to legally viable federal theories other than § 17(a).

## Legal Principles

- A private damages remedy will not be implied from a federal statute absent indicia of congressional intent in the statute’s text and structure.
- Securities Act § 17(a), as part of a statutory scheme that elsewhere provides express private remedies (e.g., §§ 11 and 12) and that is enforced by government actors, does not support an implied private right of action.
- The availability of other private antifraud avenues (including Exchange Act § 10(b) and Rule 10b-5) weighs against judicial creation of an additional private remedy under § 17(a).

## Conclusion

The Fifth Circuit held that Securities Act § 17(a) is enforceable through governmental mechanisms and does not imply a private right of action for damages, affirming dismissal of the plaintiffs’ § 17(a) claims and leaving them to pursue other available securities-fraud theories.


Landry v. All Am. Assurance Co., 688 F.2d 381 (5th Cir. 1982)