Rushing would have provided Rushing a profit based on the difference in interest rates. 3 . In addition, Rushing brought causes of action against Pentaura for rent due to Rushing-Marlow Properties, Inc. and Shasta Property, L.L.C., and for collection on the promissory notes of Pentaura payable to Rushing. The court found Rushing could proceed on the action for rent. The current appeal does not concern the rent cause of action. 4 . The trial court found Rushing had unclean hands because even if the alleged oral agreement existed, it would have meant that Rushing essentially sold either stock or interest in Pentaura's debt without making full disclosures. Thus, the court found, Rushing's actions violated the securities laws in effect at the time. See S.C.Code Ann. § 35-1-1210 (Supp.2004) (<HOLDING>). Rushing also raises this issue on appeal.
holding that slusa preempts claims which allege a material misrepresentation or omission in connection with the purchase or sale of securities whether or not that allegation is an element of or otherwise necessary to the putative state claim holding breach of best execution duty is a material misrepresentation in connection with the purchase or sale of the securities holding that it is unlawful for a person to omit material facts in connection with the offer or sale of a security holding that slusas in connection with prong extends to misrepresentations that are material to the purchase or sale of a covered security holding that a plaintiff alleging securities fraud must show that a defendant 1 made a material misrepresentation or a material omission as to which he or she had a duty to speak 2 with scienter 3 in connection with the purchase or sale of securities