In the landmark Gopher Tire case this court gave a broad definition to the word "investment" in the context of the term "investment contract" ( 146 Minn. 56, 177 N.W. 938): See, e. g., Donovan v. Dixon, 261 Minn. 455, 113 N.W.2d 432 (1962) (guaranty fund certificates issued by mutual insurance company are securities); Virnig v. Smith, 252 Minn. 363, 90 N.W.2d 241 (1958) (interests in joint venture are securities); State v. Lorentz, 221 Minn. 366, 22 N.W.2d 313 (1946) (contracts for burial lots are securities); State v. Golden, 216 Minn. 97, 12 N.W.2d 617 (1943) (oil interests are securities); State v. Hofacre, 206 Minn. 167, 288 N.W. 13 (1939) (interest in investment account entirely controlled by one contributor a security); "No case has been called to our attention defining the term 'investment contract.' The placing of capital or laying out of money in a way intended to secure income or profit from its employment is an investment as that word is commonly used and understood. If defendant issued and sold its certificates to purchasers who paid their money, justly expecting to receive an income or profit from the investment, it would seem that the statute should apply."

Smith, State Blue Sky Laws and the Federal Securities Act, 34 Michigan Law Review 1135.See note 10 supra; Wagner v. Kelso, 195 Iowa 959, 193 N.W. 1; Wigington v. Mid-Continent Royalty Co., 130 Kan. 785, 288 P. 749; People v. Montague, 280 Mich. 610, 274 N.W. 347; State v. Hofacre, Page 354 206 Minn. 167, 288 N.W. 13; State v. Pullen, 58 R.I. 294, 192 A. 473; Kadane v. Clark, 135 Tex. 496, 143 S.W.2d 197; Klatt v. Guaranteed Bond Co., 213 Wis. 12, 250 N.W. 825. In Texas itself, oil and gas leases have been held by the Supreme Court to be securities within the state act, notwithstanding the fact that the act expressly includes only "any interest in or under" such leases.

The Act must be construed broadly. State v. Hofacre, 206 Minn. 167, 169, 288 N.W. 13. II. Were Defendants Good-Faith Purchasers for Value?

The purpose of our Blue Sky Law is to prevent sale to the public of various types of securities until authorities with particular expertise are able to review the proposed offering and determine whether it presents a fair opportunity of investment. Such a system protects the public against money-making schemes which are downright unscrupulous as well as plans of investment which, although not fraudulent, may be unsound. See, e. g., State v. Hofacre, 206 Minn. 167, 288 N.W. 13 (1939); State v. Gopher Tire and Rubber Co., 146 Minn. 52, 177 N.W. 937 (1920); Perlman, A Critical Analysis of the Registration Provisions of the Minnesota Securities Act, 56 Minn. L.Rev. 523 (1972). To effectuate this policy, the legislature has provided for penalties against those who violate the Blue Sky Law.

We have no difficulty in holding that this was an isolated transaction which did not necessitate compliance with the provisions of c. 80 requiring registration of the stock. We find support in this conclusion by what we said in State v. Hofacre, 206 Minn. 167, 173, 288 N.W. 13, 16 (1939), that the purpose of the Blue Sky law is "to curb the activities of those who by ingenious subterfuge or by fraudulent means seem bent on disposing to the ignorant and gullible fraudulent or speculative securities." In the instant case, it was plaintiff and not defendant who negotiated the option, and both parties to the contract were experienced and sophisticated in business matters.

" See State v. Hofacre, 206 Minn. 167, 173, 288 N.W. 13, 16, wherein the court said: "* * * To make effective the legislative prohibition against such activities [the sale of fraudulent or speculative securities], courts have uniformly held that we should not place a narrow construction upon such enactments."

The term "investment contract" is nowhere defined in the act as was stated in State v. Evans, supra. It could not very well be. The statute is liberally construed to effectuate its purpose. In State v. Hofacre, 206 Minn. 167, 288 N.W. 13, it is suggested by the court that a narrow construction should not be placed on such laws. The following Minnesota cases also involve contracts which the court held required registration: State v. Summerland, 150 Minn. 266, 185 N.W. 255; State v. Ogden, 154 Minn. 425, 191 N.W. 916; Kerst v. Nelson, 171 Minn. 191, 213 N.W. 904, 54 A.L.R. 495; State v. Swenson, 172 Minn. 277, 215 N.W. 177, 54 A.L.R. 490.

To that end, public authority has undertaken regulation and control of the classes and kinds of securities to be offered to the public for purchase and of the conduct of the business of vending them. State v. Hofacre, 206 Minn. 167, 288 N.W. 13; Kaiser v. Butchart, 197 Minn. 28, 265 N.W. 826. Defendant did not sell or have anything to do with the sale of the certificates purchased by plaintiff.

They show a contract covering each one of the first three things next above quoted from the statute. This accords with Brownie Oil Co. v. Railroad Comm. 207 Wis. 88, 240 N.W. 827; Creasy Corp. v. Enz Bros. Co. 177 Wis. 49, 187 N.W. 666; State v. Gopher Tire Rubber Co. 146 Minn. 52, 177 N.W. 937; State v. Robbins, 185 Minn. 202, 240 N.W. 456; Kerst v. Nelson, 171 Minn. 191, 213 N.W. 904, 54 A.L.R. 495. Other cases more or less closely in point are cited by plaintiff: State v. Hofacre, 206 Minn. 167, 288 N.W. 13; Gracchi v. Friedlander, 93 Cal.App. 770, 270 P. 235; State v. Pullen, 58 R.I. 294, 192 A. 473; Stevens v. Liberty Packing Corp. 111 N.J. Eq. 61, 161 A. 193; Securities Exchange Comm. v. Universal Service Asso. (7th Cir.) 106 F.2d 232. Transactions identical with the instant transactions were involved in Unger v. State, 231 Wis. 8, 284 N.W. 18.