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 "at the instance of any party" in 15 U. S. C. § 80a–46(b)(2) creates a private right of action. Specifically, the Court must decide if this provision confers a right to sue or merely directs a court's remedial authority when parties are already before it.

• The Investment Company Act designates the Securities and Exchange Commission as the primary enforcer under § 80a–41(a).
• Section 47(b) is a mandate directed to courts regarding the availability of remedies, not a provision that confers a right to sue on a specified class of persons.
• Congress expressly provided private rights of action in other parts of the ICA, such as § 80a–35(b) and § 80a–29(h), demonstrating that it knows how to create such rights expressly.
• The 1980 amendments to Section 47(b) shifted the focus toward regulating a court's remedial authority, distinguishing it from other statutes that imply private rights.

• The phrase "at the instance of any party" in Section 47(b) displays congressional intent to create a private right of action.
• Under *Transamerica Mortgage Advisors, Inc. v. Lewis* (TAMA), the "shall be void" language in similar statutes implies a right to seek rescission in federal court.
• The 1980 amendments were clarifying rather than substantive, making the existing implied right of action explicit by inserting the term "rescission."
• Legislative history, specifically House Report No. 96–1341 and Senate Report No. 96–958, shows Congress wished for courts to imply private rights of action under the Act.

• 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*, which requires a statute to use "rights-creating language" aimed at protecting a "particular class of persons" to create an implied private right.
• The Court found that Section 47(b) is a "mandate directed to . . . courts" rather than a provision that "confer[s] a right on a specified class of persons," citing *Thompson v. Thompson*.
• The Court reasoned that rescission is a remedy, not a cause of action, and Section 47(b) merely overrides the common-law rule that performed contracts cannot be rescinded, as discussed in *St. Louis, V. & T. H. R. Co. v. Terre Haute & Indianapolis R. Co.*.
• The statutory structure, specifically the primary enforcement role of the SEC under § 80a–41(a), suggests that private enforcement is generally precluded, citing *Northwest Airlines, Inc. v. Transport Workers*.
• The existence of express private rights of action in § 80a–35(b) and § 80a–29(h) indicates that when Congress intends to provide a private remedy, it does so expressly, citing *Touche Ross & Co. v. Redington*.
• The Court rejected the application of *Transamerica Mortgage Advisors, Inc. v. Lewis* (TAMA) because the 1980 amendments deleted the "shall be void" language that was central to TAMA's reasoning.
• The Court determined that the phrase "at the instance of any party" means "at the solicitation" or "suggestion of," directing a court's remedial power when a party is already before the court.