OPINION
WILLIAM L. KNOPF, Senior Judge (Assigned).
In 1987, appellee Lawyers Mutual Insurance Company began issuing 6% Subordinated Surplus Certificates, Series A, as a means of raising capital to enable the company to operate as a mutual insurance company offering professional liability insurance to Kentucky lawyers. Every lawyer insured by Lawyers Mutual was required to purchase one of the Surplus Certificates ("certificate") as a condition precedent...
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