Does Section 47(b) of the Investment Company Act (ICA) impliedly empower private parties to sue for rescission of any contract that allegedly violates the Act? The Court must determine if the phrase "rescission at the instance of any party" creates a private right of action. This involves analyzing whether the statute's text and structure authorize private enforcement or limit it to the Securities and Exchange Commission.

• Section 47(b) is a mandate directed to courts regarding remedial authority, not a provision that confers a right to sue on a specified class of persons.
• The ICA's structure designates the Securities and Exchange Commission as the primary enforcer under §80a-41(a), which suggests that Congress intended to preclude other enforcement methods.
• The existence of express private rights of action in other parts of the ICA, such as §80a-35(b) and §80a-29(h), demonstrates that Congress knows how to create express remedies and chose not to do so here.
• The 1980 amendments to the ICA removed the "shall be void" language that previously supported the implication of private rights.

• The phrase "at the instance of any party" in Section 47(b) displays Congress's intent to create a private right of action.
• Under the reasoning of *Transamerica Mortgage Advisors, Inc. v. Lewis* (TAMA), the power to void a contract necessarily implies a right to resort to a court for rescission.
• The 1980 amendments were clarifying rather than substantive, effectively making the right of action recognized in TAMA "explicit" by inserting the term "rescission."
• Private lawsuits are a necessary adjunct to the SEC's enforcement efforts because the agency lacks the resources to police all prohibited activities.

• Section 47(b) of the ICA does not impliedly empower private parties to sue for rescission of contracts that allegedly violate the Act.
• The Court applied the test from *Alexander v. Sandoval* and *Gonzaga Univ. v. Doe*, which requires "rights-creating language" aimed at protecting a "particular class of persons" to create a private right.
• The Court found that Section 47(b) is a "mandate directed to . . . courts" rather than a provision conferring rights on individuals, citing *Thompson v. Thompson*.
• The Court reasoned that "rescission" is a remedy, not a cause of action, and that Section 47(b) merely overrides the common-law rule that prevents rescission of performed contracts.
• The Court noted that the ICA's structure designates the Securities and Exchange Commission as the primary enforcer under §80a-41(a), which supports the conclusion that private parties generally cannot enforce the Act, citing *Northwest Airlines, Inc. v. Transport Workers*.
• The Court highlighted that Congress expressly provided private rights of action in §80a-35(b) and §80a-29(h), proving that when Congress wishes to provide a private remedy, it does so expressly.
• The Court distinguished *Transamerica Mortgage Advisors, Inc. v. Lewis* (TAMA), noting that the 1980 amendments deleted the "shall be void" language that was central to TAMA's reasoning.
• The Court concluded that the phrase "at the instance of any party" refers to the solicitation of a court already hearing a case, not a right to initiate a lawsuit.