Rose v. Food Fair Stores, Inc.

Opinion by

Mr. Justice Roberts,

In 1958 Food Fair Stores purchased all of Bernard Rose’s interest in Best Markets, 1 a twenty-two store retail grocery concern, for some 23,500 shares of Food Fair common stock. These shares were not registered under the Securities Act of 1933 2 and their transfer to Rose was legal only if it did not constitute a “public offering.” 3 With this in mind, Food Fair insisted that as part of the written agreement Rose sign and give them an “investment letter”—really a formal declaration that he was taking the stock for investment purposes only and had no present…