UNITED STATES DISTRICT COURT 

EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION

PERFECTING CHURCH, MARVIN 

WINANS, and CYNTHIA FLOWERS 

 Plaintiffs, No. 09-cv-13493 

 Hon. Gerald E. Rosen 

vs. 

ROYSTER, CARBERRY, GOLDMAN & 

ASSOCIATES, INC., MARTIN ROYSTER, 

SHANNON STEEL, LLOYD BANKS, 

TOINE MURPHY, and SHALAC 

HOLDINGS LLC 

 Defendants. 

___________________________________/ 

OPINION AND ORDER GRANTING PLAINTIFFS’ MOTION FOR 

PARTIAL SUMMARY JUDGMENT 

I. INTRODUCTION 

 This claimed violation of § 451.810 of the Michigan Uniform Securities Act (“MUSA”) 

is presently before the Court on the motion of Plaintiffs Perfecting Church, Marvin Winans, and 

Cynthia Flowers (“Plaintiffs”) for partial summary judgment against Defendants Lloyd Banks 

(“Banks”) and Toine Murphy (“Murphy”). Having reviewed the parties’ motions, briefs, and 

supporting documents, the Court has determined that oral argument is not necessary. 

Accordingly, the Court will decide Plaintiffs’ motion “on the briefs.” See Local Rule 7.1(f)(2), 

U.S. District Court, Eastern District of Michigan. 

II. BACKGROUND 

This case stems from a series of investments made with Royster, Carberry, Goldman & 

Associates (“RCG”) in 2007 and 2008. RCG billed itself as a financial services company that 

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specialized in commodity futures contracts, particularly gold and oil, and employed Martin 

Royster, Shannon Steel, Lloyd Banks, and Toine Murphy in various capacities. RCG claimed to 

manage over $200,000 in assets after only four months of operation and guaranteed that 

investors’ principal would remain safe while accruing reliable returns. Based on these 

inducements, Plaintiffs collectively invested $504,171.04 with RCG. 

In exchange for their capital investments, RCG issued a series of promissory notes to 

Plaintiffs. Plaintiffs also received periodic account statements showing the amount of interest 

their investments had supposedly accumulated. Contrary to outward appearances, however, 

RCG’s investment portfolio was speculative at best. In November 2008, Plaintiffs attempted to 

cash out their accounts, seeking the principal invested and all purportedly accrued interest. 

Instead, RCG issued a letter stating that it lacked the funds to fulfill Plaintiffs’ requests, and 

procured Plaintiffs’ forbearance in exchange for a promise to make monthly payments of 

$20,000 until Plaintiffs recovered their investments. 

Despite repeated demands for payment, Plaintiffs have yet to recover any money from 

RCG. Plaintiffs subsequently filed the instant action on June 7, 2010 alleging eight counts 

against six Defendants. Before the Court is Plaintiffs’ motion for partial summary judgment. 

Specifically, Plaintiffs seek a finding that Banks and Murphy violated either § 451.810(a)(1) or 

§ 451.810(b) of MUSA. 

III. ANALYSIS 

A. Summary Judgment Standard 

 Summary judgment is proper “if the movant shows that there is no genuine dispute as to 

any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 

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56(a).1 “[A] party seeking summary judgment always bears the initial responsibility of 

informing the [Court] of the basis for its motion, and identifying those portions of the pleadings, 

depositions, answers to interrogatories, and admissions on file, together with the affidavits, if 

any, which it believes demonstrate the absence of a genuine issue of material fact.” Celotex 

Corp. v. Catrett, 477 U.S. 317, 323 (1986) (quotation marks and citations omitted). “[T]his 

burden can be satisfied by demonstrating to the district court that there is no evidence underlying 

the nonmoving party’s case.” Slusher v. Carson, 540 F.3d 449, 453 (6th Cir. 2008). 

In deciding a motion brought under Rule 56, the Court views the evidence in the light 

most favorable to the nonmoving party. Pack v. Damon Corp., 434 F.3d 810, 813 (6th Cir. 

2006). Yet, “[a] party asserting that a fact cannot be or is genuinely disputed must support the 

assertion by citing to particular parts of materials in the record” or “showing that the materials 

cited do not establish the absence . . . of a genuine dispute . . . .” Fed. R. Civ. P. 56(c)(1)(A)-(B). 

“If a party fails to properly support an assertion of fact or fails to properly address another 

party’s assertion of fact” then the Court may “consider the fact undisputed for purposes of the 

motion[.]” Fed. R. Civ. P. 56(e)(2). “Factual disputes that are irrelevant or unnecessary will not 

be counted.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). 

B. Michigan Uniform Securities Act Standard 

Plaintiffs’ motion for partial summary judgment seeks a determination that Banks and 

Murphy violated either of two provisions in § 451.810 of MUSA. Mich. Comp. Laws 

 

1

 Amendments to Rule 56 became effective December 1, 2010. Since Plaintiffs filed their summary judgment 

motion on February 1, 2011, the amended version of the Rule controls. While the parties cite to the earlier rule in 

their briefs, the legal standard has not changed. Fed. R. Civ. P. 56 Advisory Committee Notes (2010 Amendments) 

(“The standard for granting summary judgment remains unchanged.”). 

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§§ 451.810(a)(1), (b) (2003).2 Section 451.810(a) creates a cause of action against any seller of 

securities who violates § 451.601(a) or § 451.701 of MUSA. Id. § 451.810(a)(1). The former 

forbids transacting business as a broker-dealer or agent without registering as such. Id.

§ 451.601(a) (“A person shall not transact business in this state as a broker-dealer or agent unless 

registered under this act.”). The latter makes it unlawful for any person to offer or sell a security 

unless the security is registered, exempted, or covered by federal securities law. Id. § 451.701 

(“It is unlawful for any person to offer or sell any security in this state unless [one] of the 

following is met: (1) it is registered under this act; (2) the security or transaction is exempted 

under section 402; (3) the security is a federally covered security.”). 

 MUSA does not limit liability to those directly involved in offering or selling securities in 

violation of the relevant provisions, however. The statute extends liability for the conduct listed 

above to 

[e]very person who directly or indirectly controls a seller liable 

under [§ 451.810(a)], every partner, officer, or director of the 

seller, every person occupying similar status or performing similar 

functions, [and] every employee of the seller who materially aids 

in the sale . . . unless the person sustains the burden of proof that 

he or she did not know, and in the exercise of reasonable care 

could not have known, of the existence of the facts by reason of 

which liability is alleged to exist. 

Id. § 451.810(b). Purchasers of securities that run afoul of MUSA thus have recourse both to the 

person from whom the securities were bought as well as individuals in control of the seller in 

question. This broad scope of liability accords with the purpose of MUSA: “prevent[ing] 

 

2

 Michigan comprehensively overhauled its Uniform Securities Act effective October 1, 2009. See Mich. Comp. 

Laws § 451.2702. Plaintiffs, however, filed their initial complaint September 3, 2009, and the complaint is based on 

conduct occurring prior to October 1, 2009. The new Act specifically states that “[t]he predecessor act exclusively 

governs all actions, prosecutions, or proceedings that are pending or may be maintained or instituted on the basis of 

facts or circumstances occurring before the effective date of this act . . . .” Mich. Comp. Laws § 451.2703(1) 

(2009). Therefore, the predecessor legislation governs this case. 

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stockholders and promoters from perpetrating frauds and impositions on unsuspecting investors 

in hazardous undertakings . . . .” People v. Breckenridge, 263 N.W.2d 922, 926 (Mich. Ct. App. 

1978). 

 A full understanding of the parties and conduct covered by MUSA requires reference to a 

number of statutory definitions. MUSA defines “sale” or “sell” to include “every contract of sale 

of, contract to sell, or disposition of a security or interest in a security for value” and “offer” or 

“offer to sell” as “every attempt or offer to dispose of, or solicitation of an offer to buy, a 

security or interest in a security for value.” Id. § 451.801(v)(1)-(2). The term “security” 

includes any note or evidence of indebtedness as well as, more broadly, any contractual or quasicontractual arrangement that meets the following conditions: 

 (1) a person furnishes capital, other than services, to an issuer; 

(2) a portion of that capital is subjected to the risks of the 

issuer’s enterprise; 

(3) the furnishing of that capital is induced by the 

representations of an issuer, promoter, or their affiliates 

which give rise to a reasonable understanding that a 

valuable tangible benefit will accrue to the person 

furnishing the capital as a result of the operation of the 

enterprise; 

(4) the person furnishing the capital does not intend to be 

actively involved in the management of the enterprise in a 

meaningful way; and 

(5) a promoter or its affiliates anticipate, at the time the capital 

is furnished, that financial gain may be realized as a result 

thereof. 

Id. § 451.801(z). Broker-dealer “means any person engaged in the business of effecting 

transactions in securities for the account of others or for his or her own account.” Id.

§ 451.801(d). Agent “means any individual other than a broker-dealer who represents a brokerdealer or issuer in effecting or attempting to effect purchases or sales of securities.” Id.

§ 451.801(c). 

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C. The Court Cannot Conclude as a Matter of Law that Banks or Murphy Violated 

§ 451.810(a)(1). 

 Plaintiffs assert that Banks and Murphy’s role in RCG constituted a violation of 

§ 451.810(a)(1) either because Banks and Murphy sold unregistered securities, or because Banks 

and Murphy sold securities in an unregistered capacity. Id. §§ 451.601(a), 451.701(1).3

 As 

explained below, Plaintiffs have failed to produce sufficient evidence to demonstrate that either 

Banks or Murphy violated § 451.810(a)(1) as a matter of law. 

As an initial matter, the Court is convinced that RCG sold MUSA-covered securities as a 

broker-dealer both to Plaintiffs as well as others. RCG acted as a broker-dealer because it 

effected transactions in securities for the accounts of its clients. Id. § 451.801(d). MUSA makes 

clear that “security” includes any note or evidence of indebtedness, id. § 451.801(z), and 

Plaintiffs’ uncontroverted evidence contains client profiles and a number of promissory notes 

issued by RCG, (Pls.’ Mot. for Partial Summ. J. Ex. 4 at 3-5; Ex. 15 at 2-10). Other uncontested 

evidence further establishes that RCG, Banks, and Murphy were not validly registered to sell 

securities in the State of Michigan, and that the securities sold were not registered in the State of 

Michigan either. (Pls.’ Mot. for Partial Summ. J. Ex. 6 at 2; Ex. 13 at 1-3, 6-7.) Despite these 

supporting documents, however, the record does not establish that Plaintiffs “bought” their 

securities “from” Banks or Murphy as required under MUSA. See Mich. Comp. Laws 

§ 451.810(a) (“Any person who does either of the following is liable to the person buying the 

security from him . . . .”) (emphasis added). 

In determining whether Plaintiffs bought their securities from Banks or Murphy, Mercer 

v. Jaffe, Snider, Raitt & Heuer, P.C., 713 F. Supp. 1019 (W.D. Mich. 1989), is instructive. In 

 

3

 Section 451.701 requires that securities offered for sale meet one of three conditions: registration, exemption, or 

federal regulation. Mich. Comp. Laws § 451.701(1)-(3). Since neither party contends that exemption or federal 

regulation applies, the Court will only consider the registration prong of § 451.701. Id. § 451.701(1). 

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Mercer, the court considered and rejected federal securities law claims against attorneys who had 

done little more than prepare promotional materials for a securities seller. The court rejected the 

claim against the attorneys because the statute attached liability to sellers of securities only, and 

the plaintiff had not purchased securities from the attorneys per se: “buyers commonly do not 

say that they purchased securities from lawyers or law firms that helped to prepare promotional 

material or offering statements.” Mercer, 713 F. Supp. at 1024. Rather, liability required a 

closer connection to the purchase at issue. 

The Mercer holding was largely based on the Supreme Court’s interpretation of language 

from federal securities law that closely resembles the language in § 451.810(a). See id. at 1023-

24 (citing Pinter v. Dahl, 486 U.S. 622 (1988)).4

 In Pinter, the Supreme Court held that 

statutory language requiring the plaintiff-purchaser to have “purchased” a security “from” the 

defendant-seller includes both the direct seller and the solicitor of the sale, but not other, more 

attenuated parties. 486 U.S. at 644-51, 651 n.27 (1988) (rejecting liability for persons who, inter 

alia, were “substantial factors” in a security sale and persons who merely “participate in 

soliciting the purchase”). Liability for the sale of securities required a “purchase” from the 

defendants, and the “soundest interpretation of the term . . . is as a correlative to both ‘sell’ and 

‘offer,’ at least to the extent that the latter entails active solicitation of an offer to buy.” Id. at 

645. Section 451.810(a) also limits liability to the person from whom securities are bought. 

Mich. Comp. Laws § 451.810(a). Since these terms are best understood in light of their common 

 

4

 While the Pinter and Mercer opinions considered § 12 of the Securities Act of 1933, 15 U.S.C. § 77l, rather than 

MUSA, the two statutes use similar language, and “Michigan courts refer to federal securities law in interpreting . . . 

MUSA.” In re Trade Partners, Inc. Investors Litigation, 07-MD-1846, 2008 WL 3875396, at *18 (W.D. Mich. 

Aug. 15, 2008) (citing Michelson v. Voison, 658 N.W.2d 188, 190 (Mich. Ct. App. 2003); Michigan v. 

Breckenridge, 263 N.W.2d 922, 927 (Mich. Ct. App. 1978)). In particular, both statutes create a cause of action for 

the person who purchased or bought a security from someone offering or selling the same. Compare 15 U.S.C. 

§ 77l(a), with Mich. Comp. Laws § 451.810(a). 

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usage, liability under § 451.810(a) requires finding that Banks or Murphy played an active role 

in Plaintiffs’ purchase of securities. See Pinter, 486 U.S. at 644-45; Mercer, 713 F. Supp. at 

1024. Therefore, to maintain liability under § 451.810(a) of MUSA, Plaintiffs must establish 

that Banks or Murphy did more than merely participate in the solicitation of Plaintiffs’ purchase; 

Plaintiffs must have bought their securities from Banks or Murphy as those terms are commonly 

understood. See Pinter, 486 U.S. at 651 n.27. 

Plaintiffs have submitted a significant amount of evidence detailing Defendants’ 

collective exploits as securities brokers, including promissory notes, brochures, bank statements, 

client profiles, and internal emails detailing RCG’s operations. However, Plaintiffs have not 

produced sufficient evidence to demonstrate that Plaintiffs “bought” their securities “from” 

Banks or Murphy for purposes of § 451.810(a). Some of Plaintiffs’ evidence makes progress 

toward Plaintiffs’ position, but the evidence is insufficient to meet the summary judgment 

standard. First, the RCG brochure lists Banks and Murphy as “Senior Partners” of the company, 

but does nothing more to suggest that Plaintiffs in fact bought their securities from Banks or 

Murphy as those terms are generally used. (Pls.’ Mot. for Partial Summ. J. Ex. 14 at 6.) Mere 

affiliation with RCG does not bring Banks and Murphy within the ambit of individuals from 

whom Plaintiffs can be said to have bought their securities. Rather, Martin Royster and Shannon 

Steel, the individuals who made an investment presentation to Plaintiffs, are more appropriately 

seen as the parties from whom Plaintiffs bought their securities. (Pls.’ First Am. Compl. ¶¶ 26-

27; Pls.’ Mot. for Partial Summ. J. 6.) Banks and Murphy may have participated in the 

solicitation of Plaintiffs’ purchase in some unknown way, but allegations without substantiation 

are insufficient under Rule 56. See Celotex Corp., 477 U.S. at 323. Second, while Murphy’s 

signature as maker on at least seven promissory notes may well suggest that the payees on those 

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notes “bought” their securities “from” Murphy, (Pls.’ Mot. for Partial Summ. J. Ex. 5 at 9, 12, 

15, 19, 24, 27, 31, 35), Martin Royster alone signed the promissory notes issued to Plaintiffs, 

(Pls.’ Mot. for Partial Summ. J. Ex. 4 at 5; Ex. 15 at 4, 7, 10). 

Plaintiffs’ brief underscores the Court’s conclusion: whereas Plaintiffs single out the 

conduct of specific Defendants at particular points in their pleading, (see, e.g., Pls.’ Mot. for 

Partial Summ. J. 5-7), Plaintiffs resort to blanket statements about the Defendants collectively 

insofar as the actual sale of securities is concerned, (see, e.g., id. at 13-15). When Plaintiffs do 

make Defendant-specific allegations regarding their securities purchases, Plaintiffs focus on 

Martin Royster and Shannon Steel, the RCG employees who made the presentation that led to 

Plaintiffs investing with RCG. (Id. at 6.) It is not clear from the pleadings or evidence that 

Plaintiffs even had direct contact with Banks or Murphy at any time during the investment period 

at issue here. Therefore, viewing the evidence in the light most favorable to Banks and Murphy, 

the Court cannot conclude that Plaintiffs bought their securities from Banks or Murphy as a 

matter of law. See Mich. Comp. Laws § 451.810(a). 

D. The Court Can Conclude as a Matter of Law that Banks and Murphy Violated 

§ 451.810(b). 

 In the alternative, Plaintiffs allege that Banks and Murphy violated § 451.810(b) of 

MUSA, which extends liability for the unregistered sale of securities to “[e]very person who 

directly or indirectly controls a [liable] seller[,] . . . every partner, officer, or director of the seller, 

[and] every person occupying similar status or performing similar functions” unless that person 

can show that they did not know, and could not have known through reasonable care, the facts 

giving rise to liability. Mich. Comp. Laws § 451.810(b). For the reasons that follow, the Court 

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concludes that Banks and Murphy violated § 451.810(b) as a matter of law and no dispute of 

material fact exists. See Fed. R. Civ. P. 56(a). 

 As discussed above, the assertions and uncontested evidence proffered by Plaintiffs 

establishes that there is no dispute as to any material fact regarding RCG’s violation of 

§ 451.810(a)(1). RCG sold securities5

 to Plaintiffs, (Pls.’ Mot. for Partial Summ. J. Ex. 4 at 5; 

Ex. 15 at 4, 7, 10); RCG was not registered as a broker-dealer in the State of Michigan, (Pls.’ 

Mot. for Partial Summ. J. Ex. 6 at 2; Ex. 13 at 1-3; Ex. 22 at 24); and RCG’s securities were not 

registered in the State of Michigan, (id.). Therefore, RCG has violated § 451.810(a)(1) under 

both formulations alleged by Plaintiffs. All that remains is establishing that Banks and Murphy 

meet the description set forth in § 451.810(b). 

 It is clear from the evidence submitted that Banks and Murphy controlled RCG and were 

partners at RCG for purposes of MUSA. Banks and Murphy claim that they were mere 

employees of RCG. (Pls.’ Mot. for Partial Summ. J. Ex. 22 at 16.) The Court, however, is 

unconvinced. Murphy himself signed at least seven promissory notes to investors and listed his 

title as “Senior Partner/Sales” on each. (Pls.’ Mot. for Partial Summ. J. Ex. 5 at 9, 12, 15, 19, 24, 

27, 31, 35.) This comports with the brochure discussed earlier, which lists Banks and Murphy as 

“Senior Partners” at RCG. (Pls.’ Mot. for Partial Summ. J. Ex. 14 at 6.) Moreover, it seems 

 

5

 Banks and Murphy contend that “it remains an issue for a fact finder to determine whether or not the investments 

offered by Royster through RCG were ‘securities’ within the meaning of MUSA.” (Defs.’ Resp. to Pls.’ Mot. for 

Partial Summ. J. 9.) This argument is unavailing. Aside from Banks and Murphy’s failure to offer any substantive 

argument on point, the definition of “security” under MUSA clearly encompasses the promissory notes issued to 

Plaintiffs by RCG. (See Pls.’ Mot. for Partial Summ. J. Ex. 4 at 5; Ex. 15 at 4, 7, 10.) Furthermore, the investments 

solicited by RCG also meet the five-element test outlined in § 451.801(z): Plaintiffs furnished capital to RCG; the 

capital was subjected to the risks of RCG’s enterprise; the capital was induced by representations made by Royster 

with the understanding that a valuable benefit would accrue to Plaintiffs; Plaintiffs did not intend to be actively 

involved in the management of RCG; and Royster anticipated that financial gain would be realized as a result of 

Plaintiffs furnishing capital. (See Pls.’ Mot. for Partial Summ. J. Ex. 14.) 

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highly unlikely that a company would give low-level employees authority to issue high-value 

promissory notes on behalf of the company. 

A number of internal emails further confirm Banks and Murphy’s self-proclaimed status 

as RCG partners. An October 23, 2007 email between Banks, Royster, and Murphy–subject line 

“Recap from recent Partners Meeting – Skyline Club on Monday, October 22”–repeatedly refers 

to the parties involved as partners in the organization. (Pls.’ Mot. for Partial Summ. J. Ex. 9 at 1) 

(emphasis added.) The email states in three separate provisions that “we committed as partners” 

to various endeavors and goes on to mention that “Lloyd will work with George to review all 

pieces to put partnership in place[.]” (Id.) An email dated April 8, 2007 from Banks to Royster 

and Murphy is addressed to “Partners” as well. (Pls.’ Mot. for Partial Summ. J. Ex. 20 at 23.) 

Finally, in a July 14, 2008 email from Banks to Murphy, Banks includes a draft message for 

clients whose investments had disappeared and signs the client missive as “Senior Partner, 

Operations.” (Pls.’ Mot. for Partial Summ. J. Ex. 21 at 145-46.) 

 Furthermore, to the extent Banks and Murphy contest their role in controlling RCG, a 

January 12, 2008 email from Banks to Murphy and Royster confirms the pivotal role Banks and 

Murphy played in RCG’s operations. The email, titled merely “RCG,” outlines five substantial 

priorities for the organization, including generating capital, revising promotional materials, 

wiring $400,000 to an account, additional market trading, and maintaining day-to-day 

operations. (Pls.’ Mot. for Partial Summ. J. Ex. 11.) Each entry indicates who is charged with 

the specified duty: Banks is tasked with three and Murphy is listed for the other two. (Id.) 

Banks and Murphy thus played a critical role in the management and control of RCG. Most 

importantly, Banks and Murphy make no attempt to rebut any of the evidence discussed above. 

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The Court is thus justified in treating the facts alleged by Plaintiffs and amply supported by their 

evidence as undisputed. Fed. R. Civ. P. 56(e)(2). 

 Banks and Murphy do, however, make three claims in an attempt to escape liability. 

First, Banks and Murphy claim that “[Royster] alone approached [Plaintiffs] to invest with 

RCG.” (Defs.’ Resp. to Pls.’ Mot. for Partial Summ. J. 5.) As discussed earlier, this may well be 

the case. Nonetheless, it is a factual dispute that is “irrelevant or unnecessary” to the Court’s 

finding under § 451.810(b), where the issue is control over the seller instead of involvement in 

the purchase. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). 

Second, in response to a November 7, 2007 email where the parties propose making 

substantial payments to themselves out of client funds, (Pls.’ Mot. for Partial Summ. J. Ex. 10), 

Banks and Murphy assert that whether the payments in fact occurred is an issue of disputed fact, 

(Defs.’ Resp. to Pls.’ Mot. for Partial Summ. J. 6, 9). Banks and Murphy may be right, but 

whether the payment occurred is irrelevant to the determinations at issue here. Anderson, 477 

U.S. at 248. No part of § 451.810 requires finding that Banks or Murphy personally profited 

from RCG’s investment scheme. The Court thus declines to reach the issue here. 

Last–and most importantly–Banks and Murphy claim that they did not know the facts 

giving rise to RCG’s liability. See Mich. Comp. Laws § 451.810(b). Despite this claim, 

however, Banks and Murphy fail to offer any analysis or cite any evidence in support of this 

defense. Furthermore, Banks and Murphy do not address the second half of the § 451.810(b) 

defense: Banks and Murphy do not claim that the facts giving rise to RCG’s liability were 

unknowable, the exercise of reasonable care notwithstanding, as § 451.810(b) requires. Bare and 

incomplete assertions can neither create disputes of material fact nor undermine conclusions of 

law. See Fed. R. Civ. P. 56(e). 

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While Banks and Murphy contest their status as partners at RCG, they fail to cite any part 

of the record or Plaintiffs’ brief to show that a genuine dispute exists. See Fed. R. Civ. P. 

56(c)(1)(A)-(B). In other words, there appears to be “no evidence underlying the nonmoving 

party’s case.” Slusher v. Carson, 540 F.3d 449, 453 (6th Cir. 2008). As Rule 56 states, “[i]f a 

party fails to properly support an assertion of fact or fails to properly address another party’s 

assertion of fact” the Court may “consider the fact undisputed for purposes of the motion[.]” 

Fed. R. Civ. P. 56(e)(2). Therefore, given the substantial and uncontested evidence and 

assertions put forth by Plaintiffs, the Court concludes that no factual dispute exists, and that 

Plaintiffs are entitled to judgment as a matter of law on Count IV of their complaint against 

Banks and Murphy. Fed. R. Civ. P. 56(a). 

IV. CONCLUSION 

 For the reasons stated in this opinion, the Court finds that Banks and Murphy did not 

violate § 451.810(a)(1) of the Michigan Uniform Securities Act. The Court further finds that 

Banks and Murphy violated § 451.810(b) of the Michigan Uniform Securities Act. 

 THEREFORE, IT IS HEREBY ORDERED that Plaintiffs’ Motion for Partial Summary 

Judgment [Dkt. #70] is GRANTED. 

 

s/Gerald E. Rosen 

 Chief Judge, United States District Court 

Dated: September 22, 2011 

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I hereby certify that a copy of the foregoing document was served upon counsel of record on 

September 22, 2011, by electronic and/or ordinary mail. 

 s/Ruth A.Gunther 

 Case Manager (313) 234-5137 

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