Curtis K. Wade Joan Vertlieb Sharon Svare Robert Svare John Starkovick Johanna Starkovick Richard Stainslaw Roger-Olympic Corp. v. Skipper's, Inc.

Investors in a limited partnership, formed to own and operate seven Skipper’s Seafood N’ Chowder House restaurants pursuant to a franchise agreement, appeal from the district court’s order granting summary judgment to Skipper’s. The investors argue that the court erred in determining that Skipper’s was not a “seller” under the Washington State Securities Act and in refusing to instruct the jury with regard to an implied private right of action under RCW 21.20.010. We affirm.

I

Skipper’s is a publicly-held corporation that owns and operates Skipper’s Seafood N’ Chowder House restaurants. It also franchises the right to own and operate such restaurants to others.

In February 1983, John Greer and James Dixon initiated discussions with representatives of Skipper’s concerning franchise rights to own and operate restaurants. Skipper’s provided Greer and Dixon with franchise offering circulars for Hawaii and Oregon. Meetings and discussions continued, and as a result, on June 16, 1983, Greer and Dixon entered into an Area Development Agreement with Skipper’s. Under the agreement, Greer and Dixon acquired the exclusive rights to construct and operate seven Skipper’s restaurants in…