Fed. Sec. L. Rep. P 95,661 Thomas H. Wheat v. Robert G. Hall, Warren H. Fairchild and Fairchild-Pola International, Inc.

AINSWORTH, Circuit Judge:

This is an appeal from a decision of the District Court rescinding a stock purchase agreement and an accompanying indemnity agreement and promissory note because of violations of the anti-fraud provisions of both Texas and federal securities laws. Securities Exchange Act of 1934 § 10, 15 U.S.C. § 78j; Tex.Rev.Civ.Stat.Ann. art. 581-33; Tex.Bus. & Comm.Code § 27.01.

Sitting without a jury, the District Judge found that appellants made false statements and omitted facts material to the agreement which misled appellee Wheat into participating in the transaction. The court…