Annulment of a securities trade ends the transaction and makes...

Annulment of a securities trade ends the transaction and makes subsequent physical delivery of the shares purposeless where the shares have been returned to the selling member. The purchaser is entitled to recover the purchase consideration with interest from the Exchange, rather than pursue trading-loss damages. The selling member is not a necessary party because the settlement mechanism creates no direct buyer-seller contract requiring relief against that member after annulment; arbitration and closing-out remedies are therefore inapplicable. An indemnity limited to dispute-resolution references does not grant the Exchange general immunity, and Clearing House non-liability provisions concerning title or validity of securities do not bar refund liability arising from annulment.