The Bell court provided the following citations: State Supreme Courts holding tender to be unnecessary when the stock is valueless, McAtee v. Garred, 185 Okla. 314, 91 P.2d 1095 (1939); Lesher v. Bonner, 269 Mich. 124, 256 N.W. 827 (1934); Moe v. Coe, 124 Or. 436, 263 P. 925 (1928); Vercellini v. U.S.I. Realty Co., 158 Minn. 72, 196 N.W. 672 (1924); courts allowing rescission without tender when the securities were not in plaintiff's control, McBreen v. Iceco, 12 Ill.App.2d 372, 139 N.E.2d 845, 847 (1956); Ek v. Nationwide Candy Div., Ltd., 403 So.2d 780 (La.Ct.App., 1981). Defendant offers no law to refute the proposition that, certainly for the purposes of Rule 12(b)(6), Plaintiff's “alternative remedy” falls within the “full amount” contemplated by R.C. § 1707.43(A).

The Court directs S&Y and plaintiffs to file by noon on May 18, 2011, supplemental briefs addressing whether the "complained-of sale was a sale in [Illinois].'" Benjamin v. Cablevision Programming Investment, 114 Ill.2d 150, 158 (1986) (quoting McBreen v. Iceco, Inc., 12 Ill.App.2d 372, 379 (1956)). The supplemental briefs shall be no more than 5 pages in length (not including any evidence).

S Y moves to dismiss this claim on the ground that Nuveen has not adequately alleged that the Notes were purchased and sold in Illinois such that the Illinois Securities Act applies to their allegations. See McBreen v. Iceco, Inc., 12 Ill. App. 2d 372, 377 (1956) ("There is no right of action under the [Illinois Security] statute unless the sale complained of took place in Illinois."). Whatever deficiencies may have existed in the original counterclaim, the FAC now alleges that "[t]he orders for the above alleged purchases of the Notes were made from Illinois, the Note purchases were paid for from Illinois and the Notes are held by the Nuveen Funds and Pacific in Illinois."

However, "[t]here is no right of action under the statute unless the sale complained of took place in Illinois." McBreen v. Iceco, Inc., 12 Ill. App.2d 372, 377, 139 N.E.2d 845, 848 (1956). The Court has already decided that, for venue purposes, the claim arose in Wisconsin.

For that Act is applicable only when the sale was conducted in Illinois. McBreen v. Iceco, Inc., 12 Ill.App.2d 372, 377-78, 139 N.E.2d 845 (1st Dist. 1956).          As a party in privity with the plaintiffs in this action, Gertrude Gottlieb will find that findings of fact or rulings on questions of law in this cause will have a collateral estoppel effect on her case. Factor v. Pennington Press, Inc., 230 F.Supp. 906, 910 (N.D.Ill.1963).

With respect to personalty, a sale is made at the place where the last act occurs which makes the transaction complete. McBreen v. Iceco, 12 Ill.App.2d 372, 139 N.E.2d 845 (1st Dist.1956). With this in mind it is necessary to examine the controlling facts of this sale, which are not in dispute.

Courts have also allowed rescission without tender when the securities were not in plaintiff's control. McBreen v. Iceco, 12 Ill. App.2d 372, 139 N.E.2d 845, 847 (1956) (plaintiff turned over stock in corporation to bankruptcy trustee); Ek v. Nationwide Candy Division, Ltd., 403 So.2d 780, Blue Sky Law Reporter ('82-84 CCH Decisions, ¶ 71,771) (La.Ct.App. 1981) (plaintiff only required to tender items under her control). These cases appear to be in harmony with the maxim that equity will not require the doing of a vain or useless thing.

However, the exemption from registration and report of sale requirements of the Illinois statute apply only to sales to investors in this state ( see Ill.Rev.Stat., 1981, ch. 121 1/2, pars. 137.4.G, 137.4.H (amended 1984)), and "there is no right of action under the [Illinois securities] statute unless the sale complained of took place in Illinois." Kramer v. Pittstown Point Landings, Ltd., 637 F. Supp. 201, 205 (1986) (quoting McBreen v. Iceco, Inc., 12 Ill. App.2d 372, 377, 139 N.E.2d 845, 858 (1956)). This Court may nevertheless take judicial notice of the laws of other states and will, accordingly, consider the liability of debtor with reference to the requirements of Wisconsin securities law applicable to this case.

" (Ill. Rev. Stat. 1979, ch. 121 1/2, par. 137.5.) Accordingly, if the sale of a security occurs outside of Illinois, then the registration requirements of section 5 are not applicable. A purchaser seeking rescission based upon the seller's violation of the registration provisions of section 5 must therefore allege ultimate facts establishing that the complained-of sale was a "sale in this State." See McBreen v. Iceco, Inc. (1956), 12 Ill. App.2d 372, 379. In affirming the circuit court's dismissal of the plaintiff's complaint, the appellate court in this case held that count I failed to sufficiently allege a "sale in this State.

There is, of course, a presumption that a law is not intended to apply outside the territorial jurisdiction of the State in which it is enacted. Hilton v. Guyot, 159 U.S. 113, 163, 16 S.Ct. 139, 40 L.Ed. 95 (1894); 73 Am.Jur.2d Statutes §§ 357-59; and that principle is applicable to a Blue Sky Law. Brocalsa Chemical Co. v. Langsenkamp, 6 Cir., 32 F.2d 725 (1929); McBreen v. Iceco, Inc., 12 Ill. App.2d 372, 139 N.E.2d 845 (1956); Gillespie v. Blood, 81 Utah 306, 17 P.2d 822 (1932); 69 Am.Jur.2d Securities Regulation — State § 8; 79 C.J.S. Supp. Securities Regulation § 189; 14 Fletcher, Cyclopedia Corporations § 6742 (1975). Plaintiffs are residents of Pennsylvania and were not solicited here.