QUESTION 84
Iggy recently started his own company. He soon discovered it required more cash to keep it going than he
had anticipated. He ran an ad in the local paper for investors and got a response. He found a template for
a promissory note on the internet, filled in the requisite information specific to the agreement he and the
investor had worked out, and printed it out. On it, he promised to make monthly interest payments of 2%
on the loan and to repay the principal amount at the end of 18 months. A few months after the
arrangement, Iggy read an article in a small business publication that indicated that promissory notes had
to be registered with the state unless they were sold in an exempt transaction, such as one enacted with a
financial institution, prior to being offered for sale. The article indicated that a seller who had sold an
unregistered note in error could remedy the situation by sending the buyer a formal offer to buy the
security back, with interest. Iggy turned to the computer once again, found a form that could be used for a
formal offer of rescission, filled it out, and sent it to the investor. Having done this,
Since Iggy realized the promissory note he had sold to the investor required state
registration and sent a formal offer of rescission to the investor, he cannot be sued for civil damages if the
investor has not responded to the offer within 30 days. The investor has 30 days to accept or reject the
offer. If he either rejects it or fails to accept it by not responding to the offer at all, the investor has lost the
right to sue for damages.