Waddell & Reed Advisors Municipal High Income Fund, Inc. v. Dougherty & Co. LLC

MEMORANDUM *

Plaintiff Waddell & Reed Advisors Municipal High Income Fund, Inc., brought this diversity action against Defendants Dougherty & Company LLC and Dougherty Dawkins Transition Corporation under Oregon securities law. On de novo review, Buono v. Norton, 371 F.3d 543, 545 (9th Cir.2004), we reverse and remand for further proceedings.

1. The district court granted summary judgment to Defendants on the ground that Oregon securities law does not apply to Defendants’ sale of municipal bonds to Plaintiff. The dispositive issue on appeal is whether there is evidence that Defendants made an “offer to sell ... in this state,” Or.Rev.Stat. § 59.335, that is, whether there is evidence that an offer “[o]riginate[d] from this state” even if neither “party [was] then present in this state,” Or.Rev.Stat. § 59.345.

The municipal bonds that Defendants sold to Plaintiff were issued by an Oregon non-profit corporation created by the city of Myrtle Creek, Oregon. Defendants are Delaware corporations with their principal place of business in Minnesota. Plaintiff is a Maryland corporation with its principal place of business in Kansas. The sale closed in May 1996, by which time the bonds…