Christopher Leach v. State of Wisconsin Department of Financial Institutions, Division of Securities

COURT OF APPEALS
DECISION NOTICE
DATED AND FILED This opinion is subject to further editing. If
published, the official version will appear in
the bound volume of the Official Reports.
November 27, 2024
A party may file with the Supreme Court a
Samuel A. Christensen petition to review an adverse decision by the
Clerk of Court of Appeals Court of Appeals. See WIS. STAT. § 808.10
and RULE 809.62.

Appeal No. 2023AP1133 Cir. Ct. No. 2022CV2323

STATE OF WISCONSIN IN COURT OF APPEALS
DISTRICT IV

CHRISTOPHER LEACH, DANIEL CUNNINGHAM AND
PV WEALTH ADVISORS, LLC,

PETITIONERS-APPELLANTS,

V.

STATE OF WISCONSIN DEPARTMENT OF FINANCIAL INSTITUTIONS,
DIVISION OF SECURITIES,

RESPONDENT-RESPONDENT.

APPEAL from an order of the circuit court for Dane County:
STEPHEN E. EHLKE, Judge. Affirmed.

Before Blanchard, Nashold, and Taylor, JJ.

¶1 NASHOLD, J. Christopher Leach, Daniel Cunningham, and PV
Wealth Advisors, LLC (“PV Wealth”)—collectively, “the appellants”—appeal a
circuit court order affirming an administrative decision by the Wisconsin
Department of Financial Institutions (“DFI”) which determined that the appellants
No. 2023AP1133

violated various provisions of WIS. STAT. ch. 551 (2021-22).1 The appellants
managed Kelly Seago’s brokerage accounts, initially totaling more than $540,000,
for over two years, during which time Seago’s accounts lost approximately one-
third of their value. A DFI hearing examiner determined that the appellants
violated WIS. STAT. § 551.501(2) and (3) by committing fraud in connection with
the offer, sale, or purchase of securities; that PV Wealth violated WIS. STAT.
§ 551.401(1) by transacting business in Wisconsin as an unregistered broker-
dealer; and that Cunningham violated WIS. STAT. § 551.402(1) by transacting
business in Wisconsin as an unregistered agent of PV Wealth. The appellants
petitioned for judicial review, and the circuit court affirmed DFI’s decision.

¶2 On appeal, the appellants argue that: DFI lacked jurisdiction under
WIS. STAT. § 551.613 to bring an enforcement action for the alleged violations of
WIS. STAT. ch. 551 because there was no “offer to sell” made in Wisconsin; PV
Wealth and Cunningham do not meet the statutory definitions of a “broker-dealer”
and an “agent,” respectively; and there is not substantial evidence to support the
hearing examiner’s finding that Seago was a client of PV Wealth. We reject these
arguments.

¶3 We conclude that the appellants made an “offer to sell” in Wisconsin
when they offered to sell securities on Seago’s behalf. Further, we conclude that
PV Wealth was a “broker-dealer” and that Cunningham was PV Wealth’s “agent”
because PV Wealth was “engaged in the business” of effecting securities
transactions on Seago’s behalf, notwithstanding that PV Wealth was not paid for

1
All references to the Wisconsin Statutes are to the 2021-22 version unless otherwise
noted.

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its services. Finally, we conclude that there is substantial evidence in the record to
support a finding that Seago was a client of PV Wealth.

¶4 Accordingly, we affirm.

BACKGROUND

¶5 The following facts are derived from the findings of fact made by
the DFI hearing examiner following an administrative hearing.

¶6 At all times relevant to these proceedings, Seago was a resident of
Onalaska, Wisconsin. In 2010, Seago suffered a career-ending workplace injury
for which she received a state worker’s compensation settlement in 2015 in the net
amount of $310,910. Seago also had $231,113.73 in retirement funds. Together,
these amounts represented her total net worth.

¶7 Seago and Leach knew each other because Leach had worked as a
cardiothoracic surgeon at the same hospital where Seago had worked as a cardiac
sonographer. Leach changed careers in 2008 and became a registered investment
advisory representative for an investment advisory firm in Wisconsin. In
September 2014, Leach moved to California to live with Cunningham, whom he
later married. Cunningham was self-employed as a tutor at PV Test Prep, a
business he owned and operated. Leach formally resigned from the investment
advisory firm in Wisconsin at the end of 2014, and he ceased being a registered
investment advisor representative in Wisconsin in January 2015.

¶8 In 2015, Leach told Seago over the phone that he and Cunningham
were starting a business together, and Leach touted Cunningham’s experience

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trading and managing investment accounts.2 Leach directed Seago to
Cunningham’s Facebook page, where Cunningham represented that he was a
certified financial planner and listed his “Professional Skills” as including
“Financial products, Derivatives market, Derivative (finance), Leverage (finance),
Certified Financial Planner, Stock trading, Financial analysis, Financial Services,
Short selling, Hedge Fund, Foreign currency, Futures exchange, Options strategy,
Forex Trading, Commodities exchange, and Investment Management.” In fact,
Cunningham was not a certified financial planner and did not possess any
professional financial skills whatsoever.

¶9 Leach and Cunningham organized a Skype meeting with Seago.
During the meeting, Leach and Cunningham told Seago that they were starting
their own business, PV Wealth. They also told Seago that they would be honored
to have Seago as their first client and they discussed the financial services that PV
Wealth could provide to Seago. PV Wealth is a California LLC and Cunningham
is its founder and sole managing member.3 Leach and Cunningham also told
Seago during the meeting that they would charge her a small percentage of each
transaction as their fee. Seago agreed to invest her worker’s compensation
settlement and retirement funds with PV Wealth. Seago had no financial,
investment, or business experience and she had never worked with a broker-dealer
or investment adviser before.

2
Although the hearing examiner did not make specific findings as to where the parties
were located during their phone calls and other communications described in this opinion, the
parties do not dispute that, with one exception when the parties met for dinner in Wisconsin, the
communications occurred while Seago was in Wisconsin and Leach and Cunningham were not.
3
PV Wealth was eventually placed in suspended status by the California Secretary of
State.

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¶10 Leach and Cunningham communicated with Seago in Wisconsin
regarding her investments via texts, emails, and phone calls. Seago told Leach and
Cunningham that her financial goal was to preserve her capital and to live off her
worker’s compensation settlement for the rest of her life. In her answers to a
“Risk Tolerance Questionnaire,” she indicated that she “wished to trail the stock
market and make a moderate profit” and that she “would have a hard time
tolerating any losses.”

¶11 Leach and Cunningham devised an investment plan for Seago’s
worker’s compensation settlement, which the state required for the settlement to
be released to Seago. Leach emailed the plan to Seago’s worker’s compensation
attorney, Ron Fitzpatrick, identifying himself in his email signature as an
“Investment Adviser Representative.” Leach also identified himself during a
phone call with Fitzpatrick as a “licensed financial advisor,” even though Leach
was not licensed or registered in either California or Wisconsin as any type of
investment advisor. The investment plan that Leach and Cunningham devised for
Seago’s worker’s compensation settlement was to place those funds in large cap
stocks. The plan did not mention more high risk investment strategies, such as
margins or options trading, or leveraged and inverse exchange-traded funds
(ETFs). Fitzpatrick provided the Worker’s Compensation Division with a copy of
the investment plan for the Division’s approval, and the Division ordered in
April 2015 that the settlement be paid to Seago and PV Wealth for investment.

¶12 In June 2015, Seago deposited $542,023.73 at Charles Schwab,
which included her worker’s compensation settlement and her retirement funds.
Seago signed limited power of attorney applications so that Cunningham could
trade securities from Seago’s Charles Schwab brokerage accounts on Seago’s
behalf, and Cunningham made all of the trading and investment decisions for

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Seago’s accounts. Shortly after PV Wealth began to manage Seago’s brokerage
accounts, Leach and Cunningham sought and obtained authorization from Seago
to engage in speculative trading activity, such as trading on margin, trading
options, and investing in leveraged and inverse ETFs, which was not consistent
with the original investment plan. At no time did Leach and Cunningham tell
Seago, who relied on Leach and Cunningham to advise her, about the risks
associated with these types of trades.

¶13 By the end of June 2015, the first month that PV Wealth managed
Seago’s accounts, Seago had lost $10,958.54. During the first three months that
PV Wealth managed Seago’s accounts, Seago lost $120,260.91. In total, over the
29 months that PV Wealth managed Seago’s investment accounts, Seago lost
$176,599.98, or 32.58% of her original investment.

¶14 Leach and Cunningham did not inform Seago about these losses.
For example, Seago received letters from Charles Schwab because the losses in
Seago’s accounts triggered margin and maintenance calls as a result of the account
values dropping below maintenance requirements. When Seago texted
Cunningham about one such letter from Charles Schwab identifying a margin call
of $30,289 for her worker’s compensation account, Cunningham texted her, “This
is a lie!” and “They are 100% wrong.” Cunningham instructed Seago to shred the
letter and others like it. Eventually, frustrated by the margin call letters and
Charles Schwab’s refusal to grant Cunningham increased trading permissions,
Leach and Cunningham recommended that Seago transfer her investment funds to
Fidelity, and Seago did so. On another occasion, Seago sent Cunningham a
screenshot showing a figure of $671,804, and asked Cunningham if that reflected
how much was in her account. Cunningham responded, “yes,” even though
Seago’s account balances never approached that amount. Further, in August 2015

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No. 2023AP1133

Leach and Cunningham traveled to Wisconsin and invited Seago to dinner, at
which they falsely told Seago that her investments were performing well. Leach
and Cunningham did not disclose that Seago had lost $55,619.42 by the end of
July 2015. More generally, during the 29 months that PV Wealth managed
Seago’s investment accounts, Leach and Cunningham repeatedly assured her that
her accounts were performing well.

¶15 Seago did not learn of her accounts’ losses until November 2017,
when, prompted by Leach and Cunningham’s delay when she sought to withdraw
money for dental work, she made an appointment at Edward Jones. It was only
then that Seago learned the extent of her losses, that Cunningham had never been a
certified financial planner, that PV Wealth was not a registered investment advisor
firm, and that PV Wealth had not been charging her a fee.

¶16 DFI conducted an investigation and issued summary orders alleging
that the appellants violated various provisions of WIS. STAT. ch. 551. The
appellants filed a motion to dismiss the orders, arguing that, under WIS. STAT.
§ 551.613, DFI lacked jurisdiction to pursue the alleged violations of chapter 551
because no “sale” or “offer to sell” was made in Wisconsin. The hearing examiner
denied those motions.4 A four-day administrative hearing was held before a DFI
hearing examiner.

¶17 The DFI hearing examiner determined that the appellants violated
WIS. STAT. § 551.501(2) and (3) by committing fraud in connection with the offer,

4
DFI issued summary orders against the appellants in February 2021, and then issued
amended summary orders in April 2021. The differences between the original and amended
summary orders are not relevant on appeal, and the appellants moved to dismiss both the original
and amended orders.

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No. 2023AP1133

sale, or purchase of securities; that PV Wealth violated WIS. STAT. § 551.401(1)
by transacting business as a broker-dealer in Wisconsin without registration; and
that Cunningham violated WIS. STAT. § 551.402(1) by transacting business as an
agent of PV Wealth in Wisconsin without registration.

¶18 The appellants petitioned for judicial review, and the circuit court
affirmed DFI’s decision. The appellants now appeal to this court. Additional
facts are provided as necessary in the discussion that follows.

STANDARDS GOVERNING REVIEW

¶19 We review the administrative agency’s decision, not the circuit
court’s. Tetra Tech EC, Inc. v. DOR, 2018 WI 75, ¶84, 382 Wis. 2d 496, 914
N.W.2d 21.

¶20 When reviewing an agency’s findings of fact, we will “not substitute
[our] judgment for that of the agency as to the weight of the evidence on any
disputed finding of fact,” and we will only “set aside [the] agency action or
remand the case to the agency if [we] find[] that the agency’s action depends on
any finding of fact that is not supported by substantial evidence in the record.”
WIS. STAT. § 227.57(6). “An agency’s findings are supported by substantial
evidence if a reasonable person could arrive at the same conclusion as the agency,
taking into account all the evidence in the record.” Clean Wisconsin, Inc. v. PSC,
2005 WI 93, ¶46, 282 Wis. 2d 250, 700 N.W.2d 768.

¶21 “When reviewing questions of law decided by an agency, including
statutory interpretation, our review is de novo.” DOR v. Microsoft Corp., 2019
WI App 62, ¶13, 389 Wis. 2d 350, 936 N.W.2d 160 (citing WIS. STAT.
§ 227.57(11)). However, we also accord “due weight” to “the experience,

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technical competence, and specialized knowledge of the agency involved.”
Sec. 227.57(10).

¶22 This appeal requires us to interpret statutes. When we interpret a
statute, we begin with the statute’s text. Kalal v. Circuit Ct. for Dane Cnty., 2004
WI 58, ¶45, 271 Wis. 2d 633, 681 N.W.2d 110. We give the text its common,
ordinary, and accepted meaning unless technical or specially defined words are
used, and if the text’s meaning is clear, our analysis ordinarily ends there. Id.
Additionally, “statutory language is interpreted in the context in which it is used;
not in isolation but as part of a whole; in relation to the language of surrounding or
closely-related statutes; and reasonably, to avoid absurd or unreasonable results.”
Id., ¶46.

¶23 Specifically, this appeal requires us to interpret various provisions of
WIS. STAT. ch. 551, sometimes referred to as Wisconsin’s “blue sky law,” which
we construe liberally in order to effect the chapter’s remedial purpose of
protecting investors. See State v. McGuire, 2007 WI App 139, ¶12, 302 Wis. 2d
688, 735 N.W.2d 555 (“Because the entire purpose of ‘blue sky’ laws is to protect
investors, the law must be liberally construed to carry out that plain legislative
intent.”); Klatt v. Guaranteed Bond Co., 213 Wis. 12, 250 N.W. 825, 829 (1933)
(“When we consider that the entire purpose of the so–called ‘Blue Sky Law’ is to
protect the investors of this state and to restrain the floatation and sale of
improvident securities, it is apparent that the law should receive liberal
construction for the purpose of carrying out that very manifest legislative intent.”).
Chapter 551 is modeled after the Uniform Securities Act of 2002, and “we find
instructive case law interpreting federal securities legislation … and case law from
other jurisdictions that have enacted the Uniform Securities Act.” McGuire, 302
Wis. 2d 688, ¶12; see also WIS. STAT. § 551.615 (“This chapter shall be so

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construed as to effectuate its general purpose to make uniform the law of those
states which enact the ‘Uniform Securities Act of 2002’ and to coordinate the
interpretation and administration of this chapter with related federal regulation.”).

DISCUSSION

¶24 The appellants challenge DFI’s decision on three grounds. First,
they argue that, under WIS. STAT. § 551.613, DFI did not have jurisdiction to bring
this enforcement action. Second, they contend that PV Wealth did not act as a
“broker-dealer” as defined in WIS. STAT. § 551.102(4), and that PV Wealth and
Cunningham are thus not subject to WIS. STAT. § 551.401 and WIS. STAT.
§ 551.402’s registration requirements. Finally, they argue that there was not
substantial evidence to support a finding that Seago was a client of PV Wealth.5
We address, and reject, each of the appellants’ arguments in turn.

I. The appellants’ jurisdictional arguments fail.

¶25 The appellants argue that DFI does not have jurisdiction under WIS.
STAT. § 551.613 because the appellants did not make an “offer to sell” in
Wisconsin. Pursuant to § 551.613, titled “Jurisdiction,” the provisions that the
appellants were alleged to have violated—WIS. STAT. §§ 551.501(2) and (3),
551.401(1), and 551.402(1)—“do not apply to a person that sells or offers to sell a
security unless the offer to sell or the sale is made in this state.” Relevant here,
“[A]n offer to sell … a security is made in this state, whether or not either party is
then present in this state, if the offer … is directed by the offeror to a place in this

5
We note that the appellants do not challenge the substance of the fraud violation—that
is, they do not argue that the representations they undisputedly made to Seago were not
fraudulent.

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state and received at the place to which it is directed ….” Sec. 551.613(3)(b). An
“offer to sell” “includes every attempt or offer to dispose of, or solicitation of an
offer to purchase, a security or interest in a security for value.” WIS. STAT.
§ 551.102(26).

¶26 The appellants’ argument consists of two parts. First, the appellants
argue that their offer was not an “offer to sell” because they did not offer to sell
particular securities to Seago in Wisconsin, but instead offered only to sell
unspecified securities on her behalf, and that these sales occurred online from the
appellants’ location in California to unknown third parties in unknown locations.
Alternatively, the appellants argue that they did not make an offer to sell because
they received no monetary compensation for their services.6 For the reasons that
follow, we reject these arguments.

6
The appellants raise an alternative argument that we do not address. Specifically, the
appellants argue that there is no jurisdiction under WIS. STAT. § 551.613 because there were no
sales made in Wisconsin. DFI, for its part, relies primarily on its argument that the appellants’
conduct constituted an offer to sell, but DFI also suggests at various points in its briefing and at
oral argument that the conduct amounted to sales in Wisconsin. See § 551.613 (pertinent sections
“do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is
made in this state”). Likewise, in its nonparty brief, the North American Securities
Administrators Association, Inc., argues that, by trading securities in Seago’s brokerage account,
the appellants sold securities in Wisconsin. Because we agree with DFI that there is jurisdiction
as a result of an offer to sell that was made in Wisconsin, we do not address whether any sales
were made in Wisconsin. See Barrows v. American Fam. Ins. Co., 2014 WI App 11, ¶9, 352
Wis. 2d 436, 842 N.W.2d 508 (2013) (“An appellate court need not address every issue raised by
the parties when one issue is dispositive.”).

Separately, we observe that under WIS. STAT. § 551.613, the provisions of WIS. STAT.
ch. 551 that the appellants violated are applicable not only when a sale or an offer to sell is made
in Wisconsin but also when there is a purchase or an offer to purchase made in Wisconsin. See
§ 551.613(1) and (2). Relatedly, the definition of “offer to sell,” includes not only “every attempt
or offer to dispose of” a security, but also a “solicitation of an offer to purchase” a security. WIS.
STAT. § 551.102(26). Here, the parties do not dispute that the appellants purchased, as well as
sold, securities on Seago’s behalf. However, DFI argues that there is jurisdiction based on an
offer to sell that the appellants made in Wisconsin and the parties focus on the selling rather than
the purchasing aspect of the “offer to sell” definition. Because an offer to sell is sufficient for
(continued)

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A. The appellants’ offer to sell securities on Seago’s behalf was an
“offer to sell” that was made in Wisconsin.

¶27 “[A]n offer to sell … a security is made in this state, whether or not
either party is then present in this state, if the offer … is directed by the offeror to
a place in this state and received at the place to which it is directed ….” WIS.
STAT. § 551.613(3)(b). The parties’ arguments on this issue center on the
appellants’ offer to sell securities on Seago’s behalf. The parties do not dispute
that this offer was “made in this state” for purposes of § 551.613—that is, the
parties do not dispute that, although the appellants made the offer while they were
in California, they directed the offer to, and the offer was received by, Seago while
she was in Wisconsin. Instead, the parties dispute whether this offer constitutes an
“offer to sell” as defined by WIS. STAT. § 551.102(26). The appellants argue that,
because they did not offer to sell specific securities to Seago, there was no offer to
sell, and that DFI therefore lacks jurisdiction. In contrast, DFI argues that the
appellants made an “offer to sell” by offering to sell securities on behalf of Seago.7

jurisdiction under § 551.613, we do not address whether the appellants made any purchases or
offers to purchase in Wisconsin.
7
DFI appears to offer alternative options as to when exactly the “offer to sell” occurred.
For example, DFI argues that the initial Skype “solicitation meeting alone is sufficient to satisfy
the definition of ‘offer to sell’ and thus the jurisdictional requirements” of WIS. STAT. ch. 551.
At another point they argue that “Leach and Cunningham’s communications with Seago,
soliciting her money to allow them to buy and sell securities on her behalf, coupled with their
communications to Attorney Fitzpatrick regarding the proposed PV Wealth investment plan, are
more than sufficient to establish jurisdiction ….” For their part, although the appellants argue
that an offer to sell securities on behalf of someone is not an “offer to sell,” they do not dispute
that either their initial solicitation by Skype or their collective actions in soliciting Seago’s
business would constitute an offer to sell securities on Seago’s behalf. Accordingly, we need not
determine the precise point at which the “offer to sell” occurred.

We also note that at oral argument DFI made a jurisdictional argument that it had not
presented in its appellate briefing—that even if the appellants are correct and there was no offer
to sell made in Wisconsin under the “Jurisdiction” statute, WIS. STAT. § 551.613, DFI nonetheless
has jurisdiction pursuant to what DFI states is a general grant of authority and jurisdiction found
(continued)

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No. 2023AP1133

¶28 This appears to be an issue of first impression in Wisconsin. The
parties do not cite, and we have not discovered, any Wisconsin case law that
addresses whether an offer to sell securities includes an offer to sell securities on
someone’s behalf. Nor do we consider any of the nonbinding case law cited by
the parties to be particularly instructive. As a result, we are left with only the
language of the statute. Interpreting that language, bearing in mind our duty to
liberally construe it to achieve WIS. STAT. ch. 551’s remedial purpose, and in the
absence of any persuasive arguments from the appellants, we agree with DFI and
conclude that the appellants’ offer here was an “offer to sell” as defined in WIS.
STAT. § 551.102(26).

¶29 The definition of “offer to sell” under WIS. STAT. § 551.102(26) is
not limited, on its face, to offers to sell securities to individuals. As previously
noted, “offer to sell” is defined in pertinent part as including “every … offer to
dispose of … a security,” which can be fairly understood as including both offers
to sell securities to individuals and offers to sell securities on behalf of individuals,
particularly given that we must construe § 551.102(26)’s definition of “offer to
sell” liberally to carry out WIS. STAT. ch. 551’s remedial purpose. See McGuire,
302 Wis. 2d 688, ¶12. And, as we explain below, the appellants do not
persuasively argue, based on the language of § 551.102(26) (or any other
provision of chapter 551), that an offer to sell is limited to an offer to sell
securities to someone rather than on behalf of someone.

in WIS. STAT. §§ 551.601, 551.602, and 551.604, because § 551.613 is a jurisdictional exception
that applies only to those who sell or offer to sell securities. We ordered supplemental briefing on
this issue. Because we conclude that the appellants’ offer to sell securities on Seago’s behalf is
an offer to sell that was made in Wisconsin under § 551.613, we need not consider this alternative
argument. See Barrows, 352 Wis. 2d 436, ¶9.

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¶30 The appellants emphasize that WIS. STAT. § 551.102(26) defines
“offer to sell” as including “every attempt or offer to dispose of, or solicitation of
an offer to purchase, a security,” and, according to the appellants, their offer was
not an offer to sell securities, but was instead “a solicitation to provide investment
advice” under WIS. STAT. § 551.502, a provision which DFI did not allege that the
appellants violated. See § 551.502 (titled “Prohibited Conduct in Providing
Investment Advice”). However, assuming without deciding that the appellants
offered investment advice, the appellants have not shown, nor do we discern, how
this would preclude a conclusion that they also made an offer to sell. As noted
earlier, the appellants do not dispute that Cunningham signed on to Seago’s online
brokerage accounts and bought and sold securities on Seago’s behalf, nor do they
dispute that their offer was to buy and sell securities on Seago’s behalf. As a
result, even if the appellants offered to provide investment advice to Seago, they
also offered to sell securities on Seago’s behalf, which we have concluded
constitutes an “offer to sell” securities under § 551.102(26). For these reasons, we
reject the appellants’ argument that their offer was to provide only “investment
advice” and was not an “offer to sell.”8

¶31 In support of their argument, the appellants also rely on State v.
Lundberg, 310 Kan. 165, 445 P.3d 1113 (2019). However, in addition to being
nonbinding, Lundberg is substantially distinguishable. In Lundberg, the Kansas

8
To the extent that the appellants argue that no “offer to sell” was made in Wisconsin
because they sold the securities while in California and there is no evidence that any of the sales
were made in Wisconsin, we reject that argument. Under WIS. STAT. § 551.613, there is
jurisdiction when an “offer to sell,” which WIS. STAT. § 551.102(26) defines expansively, is
“directed” to and “received” by an individual in Wisconsin; therefore, it is of no consequence
whether the person making the offer was present in Wisconsin or whether an actual sale was
made in Wisconsin. See § 551.613(3)(b).

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Supreme Court addressed whether sales or offers to sell were made in Kansas such
that there was jurisdiction for criminal charges against the defendants under the
Kansas Uniform Securities Act (“KUSA”). Id. at 166. The defendants were
Minnesota residents who, as principals for Kansas LLCs, sold securities through
California intermediaries to individuals who did not reside in Kansas. Id.
Interpreting language identical to the jurisdictional language in WIS. STAT.
§§ 551.613 and 551.102(26)’s definition of “offer to sell,” the Lundberg court
concluded that “[t]he offers originated with the California intermediaries,” that no
sales or offers to sell were made in Kansas, and that there was thus no jurisdiction.
Id. at 176. The Lundberg court explained,

While we recognize the offers were extended on behalf of
the Kansas LLCs, we find no support for an interpretation
of the KUSA that would allow a Kansas court to exercise
criminal jurisdiction only because the entity purportedly
benefiting from the security issuance was organized under
Kansas law and has a place of business in Kansas when no
act in connection with the sale or offer occurred in Kansas.

Id. In Lundberg, there was no offer directed to and received by an individual in
Kansas. Instead, the Lundberg court determined whether the offers to sell
originated in Kansas and were thus “made in” the state so as to confer jurisdiction.
Id. at 175. Significantly, the Lundberg court did not address whether the offers at
issue were “offers to sell.” In contrast, here the issue is whether the appellants’
offer to sell securities on Seago’s behalf constitutes an “offer to sell” such that
there is jurisdiction under § 551.613, and the appellants do not dispute that this

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offer was directed to and received by Seago in Wisconsin. Because Lundberg
does not address the issue presented here, it does not assist the appellants.9

B. The appellants’ offer was an “offer to sell” even though the
appellants did not receive compensation.

¶32 The appellants also argue that an “offer to sell” is defined to include
an offer to dispose of a security “for value,” and that because the appellants did
not receive compensation, they did not make an offer to sell.10 See WIS. STAT.
§ 551.102(26) (“‘[O]ffer to sell’ includes every attempt or offer to dispose of, or
solicitation of an offer to purchase, a security or interest in a security for value.”
(emphasis added)). In contrast, DFI argues that “for value” “simply means that
the security cannot be disposed of for free.” Alternatively, DFI argues that the
appellants received “value” in that they received the opportunity to establish a
successful business reputation through their activities on Seago’s behalf.

¶33 Addressing DFI’s first argument, we observe that although WIS.
STAT. § 551.102(26) states that an offer to sell must be an offer to dispose of
securities “for value,” as DFI points out, § 551.102(26) does not state that the
person making the offer, specifically, must receive the value. Here, the appellants

9
In fact, as DFI points out, Lundberg contains persuasive language exemplifying the
broad reach of the phrase “offer to sell.” For example, the Lundberg court observed that the
words “every attempt” and “solicitation” used in the definition of “offer to sell” make it “‘evident
that it is extremely easy to make an offer very early in the sales or negotiation process,’” and that
“‘[e]ven an agreement to reach an agreement to sell stock would be, at least an ‘offer to sell,’
which is prohibited.’” State v. Lundberg, 310 Kan. 165, 174, 445 P.3d 1113 (2019) (citations
omitted).
10
In using the term “compensation,” it is clear that the parties intend to refer to monetary
compensation. We follow that assumption solely for the purpose of resolving this appeal and we
do not address the hypothetical situation in which alleged “compensation” might come in a
different form.

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offered to sell securities on Seago’s behalf “for value” in that, pursuant to the
appellants’ offer, Seago was to receive value in exchange for the securities that the
appellants sold; that is, the appellants were not offering to give Seago’s securities
away for free. The appellants do not point to any language in § 551.102(26) that
supports their more restrictive reading, and, as stated, we must interpret
§ 551.102(26) liberally.

¶34 However, assuming that the value must inure to the person making
the offer, we nevertheless reject the appellants’ argument that the lack of
compensation precludes the conclusion that an offer to sell was made here. First,
although the appellants did not receive any compensation for their services,
pursuant to the initial offer that they extended to Seago, they were to receive
compensation: the hearing examiner found that, in offering to sell securities on
Seago’s behalf, “Leach and Cunningham informed Seago … that their fee would
be a small percentage of each transaction just like any other broker would charge.”
As a result, notwithstanding that the appellants never received any compensation,
their offer was nonetheless an offer to dispose of securities on Seago’s behalf for
compensation and therefore, even if the appellants are correct that “value” means
“compensation,” the appellants’ offer was an “offer to sell.”

¶35 Second, we agree with DFI that although the appellants did not
receive compensation for their services, it is “value” and not “compensation” that
must be received under the definition of “offer to sell,” and here, the appellants
received “value.” The hearing examiner found that despite Leach and
Cunningham’s initial representation regarding what they would charge Seago, “PV
Wealth did not collect a fee for providing financial services to Seago.” The
hearing examiner further found that “[t]his was a business decision of
Cunningham and Leach. Through managing the investments of … Seago, they

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No. 2023AP1133

expected PV Wealth to build a reputation as a successful financial advisor at
which point they would start collecting fees.” The appellants equate “value” with
compensation, but “value” is defined more broadly as “[t]he significance,
desirability, or utility of something.” Value, BLACK’S LAW DICTIONARY (12th ed.
2024). The opportunity to build their business reputation is value that the
appellants received in exchange for managing Seago’s investment accounts.

¶36 In support of the appellants’ argument that they did not make an
“offer to sell” because they did not receive compensation, the appellants rely on
Pinter v. Dahl, 486 U.S. 622 (1988). In Pinter, the U.S. Supreme Court addressed
the circumstances under which a nonowner of securities may be liable as a “seller”
of securities under the federal Securities Act of 1933 after soliciting a securities
purchase. Id. at 646-47. In addressing this issue, the Court interpreted language
from the Act that the Court quoted as stating, “‘Any person who ... offers or sells a
security’ in violation of the registration requirement of the Securities Act ‘shall be
liable to the person purchasing such security from him.’” Id. at 641 (alteration in
original) (quoting 15 U.S.C. § 77l); see also id. at 643 (quoting the relevant
definition from 15 U.S.C. § 77b(3) of “offer to sell,” “offer for sale,” or “offer” as
including “‘every attempt or offer to dispose of, or solicitation of an offer to buy, a
security or interest in a security, for value.’”). In determining what constituted a
“seller” to whom liability extended under the Act, the Court recognized that
liability was not limited only to those who passed title. Id. at 646. For example,
the Court recognized that “when a broker acting as agent of one of the principals
to the transaction successfully solicits a purchase, he is … liable as a statutory
seller.” Id. Relevant here, the Court also stated that “Congress did not intend to
impose … liability on a person who urges the purchase but whose motivation is
solely to benefit the buyer,” and that “liability extends only to the person who

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No. 2023AP1133

successfully solicits the purchase, motivated at least in part by a desire to serve his
own financial interests or those of the securities owner.” Id. at 647. The
appellants rely on this language from Pinter to argue that they did not make an
offer to “sell” securities because they were not motivated by their own financial
interest or those of the securities’ owner. We disagree.

¶37 As stated, the hearing examiner here found that the appellants told
Seago that they would be honored to have her as PV Wealth’s first client, and the
appellants’ decision not to charge Seago was “a business decision” that the
appellants made in order “to build a reputation as a successful financial advisor at
which point they would start collecting fees.” These findings, which, as explained
below, the appellants do not successfully challenge, support a conclusion that the
appellants were “motivated at least in part by a desire to serve [their] own
financial interests.” Id.

¶38 Based on the foregoing, we reject the appellants’ argument that DFI
lacked jurisdiction under WIS. STAT. § 551.613 to bring this enforcement action.

II. PV Wealth acted as a “broker-dealer,” and Cunningham
was PV Wealth’s “agent.”

¶39 The appellants argue that PV Wealth and Cunningham did not
violate WIS. STAT. §§ 551.401 or 551.402 because PV Wealth is not a “broker-
dealer” and Cunningham is thus not an “agent.”11 We disagree.

11
Although the appellants raised this argument during the administrative proceedings
before DFI, they did not raise this argument before the circuit court in their petition for judicial
review. However, because DFI does not argue that the appellants forfeited this argument, we
address it without considering whether it was forfeited.

19
No. 2023AP1133

¶40 The hearing examiner determined that PV Wealth transacted
business in Wisconsin as an unregistered broker-dealer in violation of WIS. STAT.
§ 551.401 and that Cunningham transacted business in Wisconsin as an
unregistered agent of PV Wealth in violation of WIS. STAT. § 551.402. See
§ 551.401(1) (“It is unlawful for a person to transact business in this state as a
broker-dealer unless the person is registered under this chapter as a broker-dealer
or is exempt from registration ….”); § 551.402(1) (“It is unlawful for an individual
to transact business in this state as an agent unless the individual is registered
under this chapter as an agent or is exempt from registration as an agent ….”). A
“broker-dealer” is “a person engaged in the business of effecting transactions in
securities for the account of others or for the person’s own account.” WIS. STAT.
§ 551.102(4); see also § 551.102(20) (defining “person” as meaning, among other
things, “a limited liability company”). An “agent” is “an individual … who
represents a broker-dealer in effecting or attempting to effect purchases or sales of
securities ….” Sec. 551.102(2).

¶41 Applying WIS. STAT. § 551.102(4)’s definition of “broker-dealer” to
the facts here, we conclude that PV Wealth acted as a broker-dealer. PV Wealth
managed Seago’s investment accounts for 29 months, during which time
Cunningham routinely traded securities on Seago’s behalf. Moreover, as
previously stated, the hearing examiner found that

Leach and Cunningham represented to Seago that they
were starting their own business, PV Wealth, and that they
would be honored to have Seago as their first client…. In
addition, Leach and Cunningham informed Seago … that
their fee would be a small percentage of each transaction
just like any other broker would charge.

(Citations omitted.) The hearing examiner also found that, despite Leach’s and
Cunningham’s initial representation regarding their fee,

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No. 2023AP1133

PV Wealth did not collect a fee for providing financial
services to Seago …. This was a business decision of
Cunningham and Leach. Through managing the
investments of … Seago, they expected PV Wealth to build
a reputation as a successful financial advisor at which point
they would start collecting fees.

¶42 The record shows that for more than two years, PV Wealth routinely
traded securities on Seago’s behalf in the hopes of building a successful business
reputation. For these reasons, PV Wealth was a “broker-dealer,” and Cunningham
its agent, because PV Wealth was “engaged in the business of effecting
transactions in securities for the account of others.” The appellants’ arguments to
the contrary are unpersuasive.

¶43 The appellants argue that PV Wealth is not a broker-dealer because a
person must receive compensation to be “engaged in the business” of effecting
securities transactions. We reject this argument for the reasons that follow.

¶44 To start, we disagree with the notion that one must receive
compensation for services in order to be “engaged in the business” of providing
those services. A business might choose not to seek compensation in exchange for
services for various reasons—for example, to cultivate goodwill, to attract new
clients, or as here, to build a reputation. The appellants’ position is not supported
by the text of WIS. STAT. § 551.102(4), and to adopt this position would
contravene our duty to interpret WIS. STAT. ch. 551 liberally to accomplish its
remedial purpose of protecting Wisconsin investors. See McGuire, 302 Wis. 2d
688, ¶12. As the North American Securities Administrators Association points out
in its nonparty brief, requiring the registration of broker-dealers ensures that those
who are engaged in the business of effecting securities transactions are qualified to
do so and are subject to oversight. As the Association puts it, “To exclude
individuals from the standard knowledge examinations and ethical requirements

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No. 2023AP1133

because they are not established or experienced undermines the purpose of the
registration framework.”

¶45 Reading WIS. STAT. § 551.102(4) in context also undermines the
appellants’ interpretation. See Kalal, 271 Wis. 2d 633, ¶46 (“Context is important
to meaning.”). Elsewhere in WIS. STAT. ch. 551, “investment adviser” is defined
as someone who provides services “for compensation.” Sec. 551.102(15)
(defining “investment adviser” as “a person that, for compensation, engages in the
business of advising others … as to the value of securities or the advisability of
investing in, purchasing, or selling securities or that, for compensation and as a
part of a regular business, issues or promulgates analyses or reports concerning
securities.”). The fact that § 551.102(4)’s definition of “broker-dealer” does not
similarly explicitly require the receipt of compensation supports the view that the
receipt of compensation is not necessary to be a broker-dealer.

¶46 The appellants argue that WIS. STAT. § 551.102(4)’s definition of
“broker-dealer” should be interpreted as requiring the receipt of compensation so
that it is consistent with § 551.102(15)’s definition of “investment adviser.”
However, “when the legislative body uses particular words in one subsection of a
statute but not in another subsection, we conclude the legislative body specifically
intended a different meaning.” Monroe Cnty. DHS v. Luis R., 2009 WI App 109,
¶42, 320 Wis. 2d 652, 770 N.W.2d 795. Applying this canon of statutory
interpretation, if the legislature had intended for § 551.102(4)’s definition of
“broker-dealer” to be interpreted consistently with § 551.102(15)’s definition of
“investment adviser,” the legislature would presumably have used the same
language. For example, the legislature could have defined a “broker-dealer” as a
person that, for compensation, effects transactions in securities for the account of
others or for the person’s own account. That the legislature did not do so supports

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No. 2023AP1133

an interpretation of “engaged in the business of” that does not require the receipt
of compensation.

¶47 The appellants also argue that “[i]f compensation were not a
required element” to be considered a “broker-dealer,” it would lead to absurd
results. More specifically, the appellants argue that, without this requirement, a
parent trading on behalf of the parent’s child would be a “broker-dealer” and thus
subject to, for example, WIS. STAT. § 551.401’s broker-dealer registration
requirement. We disagree. Our conclusion that PV Wealth was a broker-dealer
takes into consideration that Leach and Cunningham told Seago that they were
starting a business, that they would be honored to have Seago as PV Wealth’s first
client, that they initially told Seago they would charge her a small percentage of
each transaction, and that they subsequently made the business decision not to
charge a fee in order to build a reputation as a successful business. As a result, PV
Wealth’s conduct is readily distinguishable from a parent trading on behalf of the
parent’s child, and our reasoning here does not support a reading of WIS. STAT.
§ 551.102(4) under which such a parent would be “engaged in the business” of
effecting securities transactions.

¶48 The appellants also rely on federal case law to support their
argument that PV Wealth is not a “broker-dealer” because PV Wealth did not
receive compensation. The federal Securities Exchange Act defines the term
“broker” using language that is the same as the relevant language from WIS. STAT.
§ 551.102(4)’s definition of “broker-dealer.” Compare § 551.102(4) (defining
“broker-dealer” as “a person engaged in the business of effecting transactions in
securities for the account of others or for the person’s own account”) with
15 U.S.C. § 78c(a)(4)(A) (defining a “broker” as “any person engaged in the
business of effecting transactions in securities for the accounts of others”); see

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No. 2023AP1133

also 15 U.S.C. § 78c(a)(5)(A) (defining a “dealer” as “any person engaged in the
business of buying and selling securities … for such person’s own account”). To
determine whether a person is a “broker” under the Securities Exchange Act,
federal courts use a fact-intensive, totality-of-the-circumstances analysis that takes
into account an array of nonexclusive factors. See, e.g., S.E.C. v. Kramer, 778
F. Supp. 2d 1320, 1334 (M.D. Fla. 2011); United States Sec. & Exch. Comm’n v.
Collyard, 861 F.3d 760, 766 (8th Cir. 2017). As stated in S.E.C. v. Hansen,
No. 83 Civ. 3692, 1984 WL 2413, at *10 (S.D.N.Y. Apr. 6, 1984):

Among the factors listed as relevant to a determination of
whether an individual acted as a broker … are whether that
person 1) is an employee of the issuer; 2) received
commissions as opposed to a salary; 3) is selling, or
previously sold, the securities of other issuers; 4) is
involved in negotiations between the issuer and the
investor; 5) makes valuations as to the merits of the
investment or gives advice; and 6) is an active rather than
passive finder of investors.

See also Kramer, 778 F. Supp. 2d at 1334 (identifying the factors listed in Hansen
as the most frequently cited for determining whether a person qualifies as a
broker).

¶49 As an initial matter, we observe that although case law interpreting
federal securities legislation is instructive, see McGuire, 302 Wis. 2d 688, ¶12,
none of the federal case law that is cited by the parties and that uses this multi-
factor, totality-of-the-circumstances analysis is binding on this court, see State v.
Mechtel, 176 Wis. 2d 87, 94, 499 N.W.2d 662 (1993). Therefore, we are not
required to use this factor-based analysis from federal case law. Further, it strikes
us as more straightforward, even in the absence of Wisconsin case law interpreting
WIS. STAT. § 551.102(4)’s definition of “broker-dealer,” to simply apply the
language of § 551.102(4) to the facts here. Cf. United States Sec. & Exch.

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No. 2023AP1133

Comm’n v. Murphy, 50 F.4th 832, 843-46 (9th Cir. 2022) (relying on the statutory
text of 15 U.S.C. § 78c(a)(4)(A)’s definition of “broker” rather than on the
Hansen factors, stating that “the [statutory text] itself provides considerable
guidance on its own,” and describing the Hansen factors as “simply a judicial
effort to provide meaning to the statutory text” and as “more directly applicable”
in some cases than in others). As stated above, applying the language of
§ 551.102(4) to the facts before us, we conclude that PV Wealth is a broker-dealer.

¶50 In any event, we disagree with the appellants’ argument that, under
the analysis used in federal case law, the receipt of compensation is necessary to
be a “broker.” First, although the appellants argue generally that compensation is
required to be a “broker-dealer,” the only federal case law that they provide in
support of this argument refers to transaction-based compensation, in particular.
Specifically, the appellants have found one federal case that states, “Transaction-
based compensation, or commissions[,] are one of the hallmarks of being a broker-
dealer.” See Cornhusker Energy Lexington, LLC v. Prospect St. Ventures,
No. 8:04CV586, 2006 WL 2620985, at *6 (D. Neb. Sept. 12, 2006). To be sure,
“some factors (i.e., those factors typically associated with broker activity) appear
more indicative of broker conduct than others.” Kramer, 778 F. Supp. 2d at 1334.
However, no one factor is dispositive. Id.

¶51 Additionally, to say that transaction-based compensation is a
“hallmark” of being a broker-dealer is not the same as saying that such
compensation is necessary to be deemed a broker-dealer. We observe that broker-
dealers, instead of receiving transaction-based compensation or commissions, may
also be compensated in relation to the amount of assets that they manage for a
client. For example, the appellants quote DFI’s website, which states,
“Compensation is normally in the form of commission but some firms charge one

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No. 2023AP1133

fee for all services, based on the value of the assets in the account.” See State of
Wis., Dep’t of Fin. Inst., Broker-Dealer, https://dfi.wi.gov/Pages/Securities/
RegistrationOfProfessionals/BrokerDealer.aspx (last visited Nov. 20, 2024).

¶52 Further, even if we assume, as the appellants argue, that transaction-
based compensation is a “hallmark” of a broker-dealer, here the fact that PV
Wealth did not receive transaction-based compensation does not reflect that PV
Wealth was not engaged in activities traditionally associated with broker-dealers.
See id. at 1334 (stating that the factors to be given the most weight are “those
factors typically associated with broker activity”); see also Hansen, 1984 WL
2413, at *10, (listing as a factor whether a person “received commissions as
opposed to a salary” (emphasis added)). Indeed, as stated, the hearing examiner
found that “Leach and Cunningham informed Seago … that their fee would be a
small percentage of each transaction just like any other broker would charge,” but
that they made a “business decision” not to seek this transaction-based
compensation in order “to build a reputation as a successful financial advisor at
which point they would start collecting fees.” (Emphasis added.) Given these
facts, it would not make sense to give controlling weight to the fact that PV
Wealth decided not to request transaction-based compensation, despite their initial
representations to the contrary.

¶53 The appellants also argue that, under federal case law, only one of
the factors listed in Hansen applies to PV Wealth—namely, that PV Wealth
provided Seago with investment advice. See Hansen, 1984 WL 2413, at *10.
Even assuming that only one of the factors listed in Hansen is met, this does not
undermine our confidence in our conclusion that PV Wealth was a “broker-dealer”
for a number of reasons.

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No. 2023AP1133

¶54 First, as noted above, the Hansen factors are a judicial effort to
clarify the meaning of the statutory text, and they are more instructive in some
cases than in others. Murphy, 50 F.4th at 843-46; see also United States S.E.C. v.
Benger, 697 F. Supp. 2d 932, 945 (N.D. Ill. 2010) (acknowledging, on a motion to
dismiss, that if the court were to rely exclusively on the factors listed in Hansen,
the Securities and Exchange Commission (“SEC”) might not have sufficiently
alleged that the defendant was a broker, but nonetheless concluding that the SEC
had sufficiently alleged that the defendant was “effecting transactions in securities
for the account of others”).

¶55 Second, the factors listed in Hansen are nonexclusive, see Kramer,
778 F. Supp. 2d at 1334, and federal courts have subsequently identified additional
factors. In particular, courts have stated that regularity of participation in
securities transactions is the most important factor in determining whether a
person is a broker. See, e.g., S.E.C. v. Kenton Cap., Ltd., 69 F. Supp. 2d 1, 12
(D.D.C. 1998). Here, the record shows, and the appellants do not dispute, that PV
Wealth managed Seago’s investment accounts for more than 29 months, and that
during this time Cunningham regularly traded securities on behalf of Seago.12
Because the Hansen factors are nonexclusive, because PV Wealth regularly traded
securities on Seago’s behalf, and because a straightforward application of WIS.
STAT. § 551.102(4) compels the conclusion that PV Wealth was a “broker-dealer”
and Cunningham its agent, the appellants’ argument relying on Hansen is
unavailing.

12
For example, at the hearing, an advanced securities examiner from DFI testified that
Cunningham was engaged in day-trading throughout these 29 months, and Seago similarly
testified at a deposition that Cunningham was trading on a daily basis.

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No. 2023AP1133

III. The hearing examiner’s finding that Seago
was a client of PV Wealth is supported by substantial evidence.

¶56 The hearing examiner found that “Leach and Cunningham
represented to Seago that they were starting their own business, PV Wealth, and
that they would be honored to have Seago as their first client.” The appellants
argue that this finding constitutes a finding that Seago was a client of PV Wealth
and that the finding that Seago was a client “is central to every violation alleged in
this case” and is “the backbone of the [hearing examiner’s] ultimate legal
conclusions.” The appellants further argue that because this finding is not
supported by substantial evidence, DFI’s decision must be set aside.

¶57 We first observe that the appellants do not explain why the hearing
examiner’s conclusion that the appellants engaged in the violations alleged
depends upon a finding that Seago was a client of PV Wealth. Although the
appellants repeatedly put quotation marks around the word “client,” “client” is not
a term that is defined in WIS. STAT. ch. 551, see WIS. STAT. § 551.102, nor is it
used in any of the relevant statutes, see WIS. STAT. §§ 551.401, 551.402, and
551.501, and the appellants do not otherwise tether their argument to the language
of the statutes that the appellants violated. Regardless, we conclude that the
hearing examiner’s findings of fact on this topic are supported by substantial
evidence.

¶58 As noted, the only finding of fact that the appellants specifically
purport to rely on is the hearing examiner’s finding that “Leach and Cunningham
represented to Seago that they were starting their own business, PV Wealth, and
that they would be honored to have Seago as their first client.” We observe that
this is not necessarily the same as a finding that Seago was a client of PV Wealth.
However, the hearing examiner also found that “Seago agreed to invest her money

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No. 2023AP1133

with PV Wealth” and that Seago “understood that by retaining PV Wealth, she
would be receiving professional investment management of her assets.”
Assuming without deciding that these explicit findings can be construed as
implicitly finding that Seago was a client of PV Wealth, this implicit finding, as
well as the explicit findings that underlie it, are supported by substantial evidence.

¶59 The hearing examiner relied on Seago’s trial testimony to support
these findings. At trial, Seago testified to the following. She had a Skype meeting
with Leach and Cunningham, at which they offered to invest and manage her
worker’s compensation settlement and her retirement funds. At that meeting,
Leach told her that he and Cunningham “were starting their own business, and
they would be honored to have [Seago] as their first client.” Seago understood
that “if [she] retained PV Wealth Advisors, [she was] going to get professional
investment management of [her] assets[.]”

¶60 Seago also testified as follows:

Q Did either Mr. Cunningham or Dr. Leach tell you that
in order to become a client of PV Wealth Advisors you
had to sign a written agreement?

A They said I had to sign all these papers that they had
sent to me in order for them to begin trading, working
for me.

Q If they had presented you with a PV Wealth Advisors
agreement formalizing your relationship with
PV Wealth Advisors, would you have signed it?

A Yes. I thought I did because a lot of the stuff had
PV Wealth Advisors on it ….

….

Q Would you have allowed Dr. Leach and
Mr. Cunningham to manage your investments if they
had not told you they were starting a business of
PV Wealth Advisors?

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No. 2023AP1133

A No.

¶61 In addition to Seago’s hearing testimony, the attorney who
represented Seago in connection with her worker’s compensation claim, Ron
Fitzpatrick, testified that he understood Seago to be a client of PV Wealth based
on his communications with Leach and Cunningham. These communications
included a proposed investment plan that Leach emailed to Fitzpatrick, which was
written on PV Wealth letterhead and stated “Private Client Services” at the top of
the page. Additionally, when Cunningham received Seago’s settlement check for
her worker’s compensation claim, he endorsed it as: “PV Wealth Advisors –
Daniel Cunningham for Deposit Only – Charles Schwab & Co.” Further, a
California investor, Ann Moore, testified that she and her husband met with
Cunningham and Leach and agreed to become clients of PV Wealth. Moore
testified that during the meeting, Cunningham and Leach stated that they would
not collect any fees because Moore and her husband were some of their first
clients:

[B]ecause they were just starting out, they said … they
mentioned how in other [brokerage] houses … you’d get
charged for every trade when you buy or when you sell.
And they were going to waive that fee because we were
starting at the ground floor with them and … when we
started making money they would -- then they would be
making money.

So … at this point they were … waiving any fees
for us -- for them to manage our money.

¶62 All of this is substantial evidence that supports the finding that
Seago was a client of PV Wealth.

¶63 The appellants direct us to evidence in the record that might weigh
against a finding that Seago was a client of PV Wealth. For example, there was
evidence that there was no client contract or fee agreement between Seago and PV

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No. 2023AP1133

Wealth and that Seago never paid PV Wealth. The appellants also emphasize the
fact that Seago signed limited powers of attorney that named Cunningham,
personally, as Seago’s agent, rather than PV Wealth, and which stated that
Cunningham was self-employed at his tutoring business, PV Test Prep. Further,
the appellants point out that Seago, at the appellants’ direction, called Charles
Schwab and told the representative that Cunningham was a family member in
order to convince Charles Schwab to increase Cunningham’s trading privileges for
Seago’s accounts, which the appellants argue Seago could not have done while
also understanding that she was a “client of a professional investment advisory
firm.” However, such evidence does not alter our conclusion as to the hearing
examiner’s findings. Importantly, we uphold an agency’s findings of fact unless a
reasonable mind could not reach the conclusion that the agency reached, and we
defer to the agency as to issues of credibility and the weight of the evidence. See
Town of Holland v. PSC, 2018 WI App 38, ¶22, 382 Wis. 2d 799, 913 N.W.2d
914. Given this deferential standard of review and the substantial evidence in the
record that supports the finding that Seago was PV Wealth’s client, we reject the
appellants’ arguments on this issue.

CONCLUSION

¶64 For the reasons stated, we affirm.

By the Court.—Order affirmed.

Recommended for publication in the official reports.

31