People Ex Rel. Bender v. Wind River Mining Project

In this case we are called upon to determine whether certain gold production and delivery agreements constitute securities within the meaning of the Corporate Securities Law of 1968. (Corp. Code, § 25000 et seq. [unless otherwise noted further section references are to the Corporations Code].) The plaintiff Commissioner of Corporations (Commissioner) commenced a civil action against numerous defendants alleging violations of the Corporate Securities Law. The defendants are various parties involved in offering for sale to the public certain gold production and gold delivery agreements without registering them as securities, and according to the complaint, by means of misrepresentations. The Commissioner sought to enjoin the sale and offering of these agreements and to obtain other relief. The trial court entered a judgment dismissing the action as to certain defendants after it sustained without leave to amend their demurrer to the Commissioner’s first amended complaint. The sole basis for the court’s decision was its conclusion that the gold production and gold delivery agreements offered for sale by defendants are not securities within the meaning of the Corporate…