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No. 43018 5
- II
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A. Standards of Review and Rules of Law
We review summary judgment orders de novo. Sheikh v. Choe, 156 Wn.2d 441, 447, 128.
3d 574 ( 2006). Trial
P. courts properly grant summary judgment where the pleadings and
affidavits show there is no genuine issue of material fact and the moving party is entitled to
judgment as a matter of law. CR 56(c).Questions of fact may be determined on summary
judgment as a matter of law only where reasonable minds could reach but one conclusion.
2d 1182 ( 1997). When
Alexander v. County of Walla Walla, 84 Wn. App. 687, 692, 929 P.
reviewing a grant of summary judgment, we consider solely the issues and evidence the parties
called to the trial court's attention on motion for summary judgment. RAP 9.12.
The Act provides that any person selling securities in violation of the Act is liable to the
person buying the security. RCW 430(
21.20.
1 ).
A defendant's status as a seller is necessarily a
question of fact. Haberman v. Wash. Pub. Power Supply Sys.,109 Wn.2d 107, 132, 744 P.2d
1032, 750 P.2d 254 (1987).The Act also provides that every person who directly or indirectly
controls a seller who sells a security in violation of the Act is jointly and severally liable with the
seller. RCW 430(
21.20.
3 ).
Our Supreme Court has outlined a three p- art test to determine whether a defendant's acts
are a "substantial contributive factor"in the sale of a security, thus making the defendant a seller
under the Act. First, we look at the other factors, aside from the defendant's alleged actions, that
contributed to the sale and the extent of the effect which they have in producing the sale.