In the Matter of Trivectra, Aka Trivectra, Inc.; Curtis N. Gushi; Donovan D. Oda, Respondents-Appellants-Appellants…

Summary

The court affirmed the circuit court’s judgment upholding the Commissioner of Securities’ determination that TriVectra’s online shopping-mall program constituted the sale of investment contracts and violated multiple provisions of Hawaii’s securities law. The court held that the program satisfied the applicable four-part investment-contract test, that recklessness was required for one antifraud provision but not for two others, and that the agency’s procedures, fine, and timing were lawful. Justice Acoba, concurring in part and dissenting in part, would have remanded for consideration of scienter as a mitigating or aggravating factor in setting the fine.