Syllabus
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Upon the facts of this case, an offering of units of a citrus grove development, coupled with a contract for cultivating, marketing, and remitting the net proceeds to the [[Investor]], was an offering of an "investment contract" within the meaning of that term as used in the provision of § 2(1) of the [[Securities Act of 1933]] defining "security" as including any "investment contract," and was therefore subject to the registration requirements of the Act. Pp. 328 U. S. 294-297, 328 U. S. 299.
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For purposes of the Securities Act, an investment contract (undefined by the Act) means a contract, transaction, or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely from the efforts of the promoter or a third party, it being immaterial whether the shares in the enterprise are evidenced by formal [[Physical Securities Certificates]] or by nominal interests in the physical assets employed in the enterprise. Pp. 328 U. S. 298-299.
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The fact that some purchasers, by declining to enter into the service contract, chose not to accept the offer of the investment contract in its entirety does not require a different result, since the Securities Act prohibits the offer, as well as the sale, of unregistered nonexempt [[Securities]]. P. 328 U. S. 300.
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The test of whether there is an "investment contract" under the Securities Act is whether the scheme involves an investment of money in a common enterprise with profits to come solely from the efforts of others; and, if that test be satisfied, it is immaterial whether the enterprise is speculative or nonspeculative, or whether there is a sale of property with or without intrinsic value. P. 328 U. S. 301.
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The policy of the Securities Act of affording broad protection to investors is not to be thwarted by unrealistic and irrelevant formulae. P. 328 U. S. 301.