Terry Narum, Bill MacKinnon, Jerry Hove, Ken Kraft, Orren Anderson, Timothy Wood, James Hatlelid, Roger Spelhaug…

Summary

The North Dakota Supreme Court affirmed summary judgment dismissing investors' claims under the North Dakota Securities Act as barred by the one-year limitations period of N.D.C.C. § 10-04-17(1). The court held that the rescission-offer procedure in subsection 2 does not displace the one-year limitation in subsection 1, because the conjunctive 'and' joining the subsections shows the Legislature intended purchasers to satisfy both limitations. It further held the defendants were not equitably estopped from asserting the limitations defense, as the plaintiffs had notice of potential claims by February 1994 and showed no affirmative deception. Finally, the court held the trial court did not abuse its discretion in denying leave to amend to add a constructive fraud claim resting on the same facts as the failed estoppel argument.