Not what you're
looking for? Try an advanced search.
Buy This Entire Record For
PFOHL v. PELICAN LANDING
June 13, 1983
ROGER PFOHL, PLAINTIFF,
PELICAN LANDING, ETC., ET AL., DEFENDANTS.
The opinion of the court was delivered by: Shadur, District Judge.
MEMORANDUM OPINION AND ORDER
Roger Pfohl ("Pfohl") sues Pelican Landing, an Illinois general
partnership ("Pelican") and four of its partners,*fn1 alleging
1. Section 10(b) of the Securities Exchange Act of
1934 (the "1934 Act"), 15 U.S.C. § 78j(b), and
corresponding SEC Rule 10b-5, 17 C.F.R. § 240.10b-5
2. Section 17(a) of the Securities Act of 1933 (the
"1933 Act"), 15 U.S.C. § 77q(a) (Count II);*fn2 and
3. 1933 Act §§ 12(1) and (2), 15 U.S.C. § 77l
1. Defendants' motion to dismiss this action is
2. Their motion to dismiss Count III is granted
only as to its Section 12(1) claim.*fn4
Pfohl alleges he is a financial lamb fleeced by the wily
individual defendants. His self-description of his source of
funds is that of a person much like a remittance man in (say) a
Maugham short story — in all events, he is wholly unsophisticated
as to investment real estate.
Douglass, a close personal friend of long standing, approached
Pfohl in June or July 1979 and offered him an investment
opportunity in Pelican, apparently organized to acquire and
develop as a condominium project certain real estate located in
Englewood, Florida. Douglass (1) represented Pelican as a limited
partnership and (2) said acquisition of Pfohl's limited
partnership interest would require his capital contribution of
$50,000 plus his purchase of two finished condominium units at a
cost of $45-50,000 each. Douglass assured Pfohl those units would
be worth substantially more on resale, inviting Pfohl to
anticipate turning a nice profit. Relying on Douglass'
representations and what he knew or was told about Palmer's and
Sproat's development savvy, Pfohl invested $175,000 in the
project, $50,000 cash plus what turned out to be $62,500 for each
of the two condominium units.
Pelican evidently had difficulty getting off the ground in
Florida, and Pfohl now alleges defendants made various
misrepresentations and failed to state various material facts
about the project. Most importantly Pfohl learned, only within a
year of filing his Complaint, defendants had made untrue
statements in (1) describing his interest as that of a limited
partner, (2) estimating the cost of his condominium units as
between $45-50,000 and (3) assuring his units could be sold for
two or three times their cost to him. Defendants also generally
failed to state (1) the risky and speculative nature of his
investments and (2) their true intentions as to certain
securities filings and other regulatory requirements.
Pfohl alleges he was never shown and did not sign the Pelican
general partnership agreement (the "Agreement"). ...
Buy This Entire Record For