Fed. Sec. L. Rep. P 96,591 Ralph B. Peyton and Doreen Peyton v. Morrow Electronics, Inc., an Oregon Corporation

Peyton appeals from partial summary judgment in favor of defendant Morrow Electronics, Inc., dismissing Counts 1 and 2, in which he claims that Morrow violated the 1933 Securities Act and the 1934 Securities Exchange Act (15 U.S.C. §§ 77q, 78j), and Counts 3 and 4 in which he alleges violation of certain Oregon securities statutes (Oregon Revised Code, §§ 59.055, 59.115). He does not claim that there was any error in the trial of Count 5.

Appellant began work for Morrow in 1972 as a salesman. In 1973, he became marketing manager under a written contract that gave him a base cash salary plus a percentage, on a sliding scale, of gross sales. Nothing was said in the contract of stock purchase rights. On March 29, 1974, following contract negotiations in which stock purchase rights had been discussed, Morrow’s president signed a memorandum stating:

It is appellant’s position that the 1973 contract, or the 1974 memorandum, or both, constituted an “investment contract” so as to bring him within the protection of the federal securities statutes. Securities and Exchange Commission v. Howey Co., 328 U.S. 293 , 66 S.Ct. 1100 , 90 L.Ed. 1244 (1946), defines an investment contract as a…