Escolar Documentos
Profissional Documentos
Cultura Documentos
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 2 of 21 Page ID #:2
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 3 of 21 Page ID #:3
1 7. Defendants pocketed large sums of money for their promotional efforts, and – due to
2 their many misrepresentations, factual omissions, and unlawful action – Plaintiff will not see any return
3 on his investment.
4 8. In sum, Defendants, as insiders, enriched themselves at the expense of their investors.
5 9. As a result of Defendants’ pattern of wrongful conduct, Plaintiff seeks damages in the
6 principal sum of Three Hundred Thousand Dollars ($300,000.00), plus attorneys’ fees and costs, along
7 with any other relief that this Court deems equitable and appropriate.
8 THE PARTIES
9 PLAINTIFF
10 10. Plaintiff CRAIG CLEMENS (“Plaintiff”) is a natural person domiciled in West
11 Hollywood, California and is sui juris.
12 DEFENDANTS
13 11. Defendant ULEDGER, INC. (“ULEDGER”) is a Delaware corporation founded in May
14 2016, and it has its principal place of business in Boise, Idaho. ULEDGER also promotes that it
15 maintains offices in New York City [USA], Prishtina [Kosovo], Milan [Italy], and Linz [Austria].
16 12. Defendant JOSH McIVER (“McIVER”) is a natural person domiciled in Boise, Idaho
17 and is sui juris. Defendant McIVER is a control person of ULEDGER, co-founded ULEDGER along
18 with Defendants RAMABAJA and ANEWALT, served until August 2019 as the company’s CEO, and
19 is a member of ULEDGER’s Management Team. Although shortly before the date of this filing
20 ULEDGER advised its investors that McIVER would be resigning as Chief Operating Officer,
21 ULEDGER also advised that McIVER would retain his position on the company’s Board of Directors.
22 Upon information and belief, McIVER remains a control person of the company.
23 13. Defendant TAULANT RAMABAJA (“RAMABAJA”) is a natural person domiciled in
24 Kosovo and is sui juris. Defendant RAMABAJA is a control person of ULEDGER; co-founded
25 ULEDGER along with Defendants McIVER and ANEWALT, serves as the Chief Technology Officer
26 of ULEDGER, and is a member of ULEDGER’s Management Team.
27 14. Defendant PETE ANEWALT (“ANEWALT”) is a natural person domiciled in Boise,
28 Idaho and is sui juris. Defendant ANEWALT is a control person of ULEDGER; co-founded
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 4 of 21 Page ID #:4
1 ULEDGER along with Defendants McIVER and RAMABAJA, serves as the Chief Operating Officer
2 of ULEDGER, and is a member of ULEDGER’s Management Team.
3 15. Defendant LORIEN NEWMAN (“NEWMAN”) is a natural person domiciled in Israel
4 and is sui juris. Defendant NEWMAN served ULEDGER from October 2017 through and including
5 April 2019 as a “Security Token Adviser.”
6 16. Upon information and belief, ULEDGER was a mere instrumentality to pay personal
7 expenses of, and provide benefits to, the Management Team and Token Advisors like NEWMAN.
8 JURISDICTION AND VENUE
9 17. This Court has original jurisdiction over the subject matter of this action pursuant to 28
10 U.S.C. § 1331, because the matter in controversy arises under the laws of the United States.
11 18. This Court also has supplemental jurisdiction over the state law claims pursuant to 28
12 U.S.C. § 1367.
13 19. This Court has personal jurisdiction over Defendants because: (a) at least one Defendant
14 is operating, present, and/or doing business within this District, and (b) Defendants’ breaches and
15 unlawful activity occurred within this District.
16 20. Venue is proper pursuant to 28 U.S.C. § 1391 in that at least one Defendant resides in
17 this judicial district and at least one Defendant is subject to the court’s personal jurisdiction with respect
18 to this action. In light of the foregoing, this District is a proper venue in which to adjudicate this dispute.
19 GENERAL FACTUAL ALLEGATIONS
20 BIRTH OF ULEDGER
21 21. Co-founded by Defendants McIVER, RAMABAJA, and ANEWALT in 2016,
22 ULEDGER set out “to provide digital solutions for our customers who require increasing levels of
23 protection and trust in today's regulated environment, via Blockchain technology.”
24 22. Through a slew of promotions including speaking engagements, social media postings,
25 and self-published articles purporting that ULEDGER satisfied a growing need in the marketplace,
26 Defendants set out to increase awareness of ULEDGER’s services and to heighten interest in investing
27 in ULEDGER’s efforts.
28 23. The following are examples of promotional tactics utilized by Defendants.
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 5 of 21 Page ID #:5
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 6 of 21 Page ID #:6
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8 29. Bold representations such as these continued throughout Defendants’ promotion of their
9 services and the offer and sale of ULD Tokens.
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D. Communicating with Potential/Actual Investors on Reddit and Other Messaging
11 Channels.
12 30. Defendants encouraged and solicited investment in ULD Tokens with potential and
13 actual investors through various social media and messaging channels, such as Reddit.
14 31. Upon information and belief, Defendants, among others, served as “admins” of the
15 ULEDGER Reddit community under the name “u/ULedger”, where they regularly promoted to the
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 7 of 21 Page ID #:7
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36. Plaintiff detrimentally relied on Defendants’ misstatements, misrepresentations and
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omissions of material facts when Defendants obtained favorable press, such as online articles about
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Defendants’ team and capabilities when Plaintiff decided to purchase, acquire, hold, and not sell ULD
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Tokens.
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37. Plaintiff detrimentally relied on Defendants’ misstatements, misrepresentations and
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omissions of material facts when Defendants indicated that ULD Tokens would follow the most popular
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monetary-policy features of bitcoin (e.g., finite supply, anti-inflationary, etc.) when Plaintiff decided
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to purchase, acquire, hold, and not sell ULD Tokens.
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28 1
https://www.uledger.co/uledger-raising-capital/.
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 8 of 21 Page ID #:8
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https://www.uledger.co/team/lorien-newman/.
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https://www.linkedin.com/in/lorien-n-18aa83110/.
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 9 of 21 Page ID #:9
i. “this is pretty low risk based on all that is offered. It more or lesss [sic.] has
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its road paived [sic.]”;
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j. “your ETH is protected. [A]nd so is your 100% bonus no matter what the
3 rate is”;
4 k. “the hard cap is very reasonable and ETH cap of 87000 will most likely
drop.. making your 1000 even more valuable”;
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l. “can[’]t think of anything that has been more promising than this one.
6 especaly [sic.] as it 100% works with regualtion [sic.] which is a HUGE BIG
7 DEAL right now”;
8 m. “msot [sic.] other projects are all at risk.. this one? zero”;
10 o. “there is nothing about this project which leaves open ques[t]ions or doubt.
that is the beauty. low risk”;
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p. “ULEDGER doesn’t “have any flashy scammers as advisors”; and
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13 q. “[I’d] drop 1500 on uledger as that is a safe spot!! and unlike $$ .. will make
u a very nice profit:).”
14 43. NEWMAN -- on behalf of ULEDGER -- further induced Plaintiff’s interest and
15 investment in ULEDGER by promoting ULEDGER’s business partnerships with multinational
16 accounting and professional services firm Deloitte; the local government for the City of Boise, ID;
17 fraud prevention company Simility; as well as a potentially imminent partnership with Wells Fargo.
18 44. In addition, McIVER, RAMABAJA, and ANEWALT each individually made express
19 representations directly to Plaintiff about the viability of investing in ULEDGER and that ULEDGER’s
20 Network Launch and public sale would happen in January 2018 or February 2018 -- which would
21 increase the value and marketability of any investment Plaintiff were to make in the company.
22 RELIANCE
23 45. At all times material, Defendants enticed Plaintiff to purchase ULD Tokens by publicly
24 and privately making misstatements, misrepresentations, and omissions of material fact, including but
25 not limited to foregoing, non-exhaustive examples.
26 46. At all times material, Plaintiff conducted due diligence before making his investment;
27 and Plaintiff’s due diligence included a review of Defendants’ public misstatements,
28 misrepresentations, and omissions of material fact, including those published and made on social
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 10 of 21 Page ID #:10
1 media, social networks, paid-for press, public and private conferences, and other media. For example,
2 Plaintiff relied on Defendants’ statements concerning:
3 a. The purportedly high value of, and ability to profit from, ULDs;
7 c. Defendants’ representation that they had created a viable product that would
make blockchain and distributed ledger technology more accessible for
8 businesses and individuals alike.
9 47. Plaintiff further relied to his detriment on the misstatements, misrepresentations, and
10 omissions of material fact made directly to him by NEWMAN, McIVER, RAMABAJA, and
11 ANEWALT on ULEDGER’s behalf.
12 48. Plaintiff’s detrimental reliance on Defendants’ public and private misstatements,
13 misrepresentations, and omissions of material fact, includes but is not limited to, causing Plaintiff to
14 purchase, acquire, own, hold, and refrain from selling his ULDs before and after ULDs lost all of their
15 value.
16 THE AGREEMENT
17 49. On or about November 21, 2017, Plaintiff and ULEDGER executed a written agreement
18 (the “Simple Agreement for Future Tokens” or “SAFT”) memorializing Plaintiff’s purchase of
19 11,000,000 ULD Tokens from ULEDGER. Attached hereto as Exhibit “A” is a true and correct copy
21 50. The ULEDGER SAFT specifically recognized that the instrument being sold to Plaintiff
22 is a security.
24 The Purchaser enters into this SAFT with the predominant expectation that
he, she or it, as the case may be, will profit upon the successful development
25 and Network Launch arising from the efforts of the Company and its
employees to develop and market the Network and the Network Launch and
26 related sale of the Tokens.
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 11 of 21 Page ID #:11
1 52. The ULEDGER SAFT also represented that upon launch of the ULEDGER network
2 (the “Network Launch”) -- pursuant to which the company would sell ULD Tokens to the general
3 public in a publicized product launch of ULD Tokens -- ULEDGER would pay Plaintiff an additional
4 collection of bonus tokens that would “represent at least a 100% bonus to the Public Token Price.”
5 53. The promise of bonus tokens served as a further enticement to induce Plaintiff’s
6 investment in ULEDGER.
7 54. ULEDGER further represented to Plaintiff that upon the ULEDGER Network Launch
8 and public sale of ULD Tokens, ULEDGER would create only 90,000,000 ULD Tokens, representing
9 the total, finite supply of ULD Tokens.
10 55. Limiting the total supply of ULD Tokens also enticed Plaintiff, as his aggregate ULD
11 Token holdings would be more valuable in a finite inventory of ULDs than if ULDs were limitless in
12 number.
13 56. Pursuant to the multiple representations of fact made to him, Plaintiff paid to ULEDGER
14 1,000 Ethereum (ETH) -- with a market value at the time of purchase of Three Hundred Thousand
15 Dollars ($300,000.00 USD) -- in exchange for the future right to 11,000,000 ULD Tokens.
16 THE PRIVATE OFFERING AND SALE OF ULD TOKENS
17 57. Based on information and belief, Defendants closed at least Thirty Million Dollars
18 ($30,000,000.00) in funding in connection with ULEDGER’s private offer and sale of ULD Tokens.
19 58. Additionally, Defendants have publicly represented: “The founding team will maintain
20 the majority stake in the project and has a majority vote, thus complete control over the strategy as
22 59. Under the federal securities laws, Defendants offered and sold securities from the initial
23 announcement of ULD Tokens through October 2018; however, Defendants never filed with the SEC
24 a registration statement for its offer and sale of securities or obtained from the SEC an exemption that
26 60. By failing to prepare and file a registration statement, Defendants were able to withhold
27 from investors important information regarding the investment opportunity promoted by Defendants,
28 such as information about ULEDGER’s current financial condition, future plans of operation and
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 12 of 21 Page ID #:12
1 budget, the proposed use of investor proceeds, and detailed disclosure of material trends and the most
2 significant factors that made the offering speculative and risky.
3 61. Defendants thus failed to disclose information relevant for investors to evaluate
4 Defendants’ promises about the investment potential of ULEDGER and the ULD Tokens.
5 62. By engaging in the conduct set forth in this Complaint without a registration statement
6 being in effect or filed and without obtaining from the SEC any exemption from registration,
7 Defendants engaged in the unlawful offer and sale of securities in violation of Sections 5(a) and 5(c)
8 of the Securities Act [15 U.S.C. §§ 77e(a), 77e(c)].
9 AFTER GETTING PLAINTIFF’S INVESTMENT,
DEFENDANTS FULFILLED NONE OF THEIR PROMISES
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63. Approximately four months after he had invested in ULEDGER, Plaintiff
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communicated with ULEDGER Token Advisor NEWMAN and inquired why Plaintiff had not received
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any status updates from ULEDGER following his investment and had not seen any material
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development in the ULEDGER network that was promoted to induce Plaintiff’s investment.
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64. In his March 2018 response to Plaintiff, NEWMAN gave equivocal information; sought
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to induce Plaintiff’s confidence by promoting yet another purported partnership that ULEDGER had
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“closed” with Thompson Reuters; and did what he could to forestall further inquiry (or legal action)
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from Plaintiff.
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65. NEWMAN further stated to Plaintiff: “I will keep you fully updated from now on. I
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apologize for not doing so. you are right, you deserve to be personally [sic.] updated as a big investor.
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I will make sure of that onwards myself.”
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66. Notwithstanding ULEDGER’s promises of further updates, no such information was
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provided to Plaintiff.
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67. More alarmingly, Defendants failed to produce any viable good or service; ULEDGER
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never had its “Network Launch”; and the company never conducted its sale of ULD Tokens to the
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general public.
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68. As of the date of this filing, ULD Tokens are not tradeable on any cryptocurrency
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exchange, which reduces their value to being essentially worthless.
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 13 of 21 Page ID #:13
1 69. Moreover, ULEDGER’s social media engagement with its community of investors has
2 all but ceased -- suggesting that ULEDGER will never hold its Network Launch.
3 70. Plaintiff has duly performed all of his duties and obligations, and any conditions
4 precedent to Plaintiff bringing this action have occurred, have been performed, or else have been
5 excused or waived.
6 71. To enforce his rights, Plaintiff has retained undersigned counsel and is obligated to pay
7 counsel a reasonable fee for its services, for which Defendants are liable as a result of their bad faith
8 and otherwise.
CLAIMS FOR RELIEF
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Count I
10 Violations of Section 5(a) and (c) of the Securities Act
(All Defendants)
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Plaintiff realleges and incorporates by reference each and every allegation in paragraphs 1
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through 71 inclusive, as if they were fully set forth herein.
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72. Federal securities laws require that companies disclose certain information through the
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registration with the SEC of the offer or sale of securities. This information allows investors to make
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informed judgments about whether to purchase a company’s securities.
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73. By engaging in the conduct described above, Defendants offered and sold securities
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without a registration statement in effect and without an exemption from registration.
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74. From late-2017 to late-2018, Defendants conducted an offering of securities, in the form
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of an offering of ULD Tokens.
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75. In connection with this offering, Defendants sold a portion of the ULD Tokens at a
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discount to certain investors (including Plaintiff) and sold another portion of the tokens through a
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process culminating in or about June 2018.
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76. Notwithstanding Defendants’ claims to the contrary, the offering and component sales
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were required to be registered with the SEC unless an exemption applied.
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77. However, neither the offering nor component sales were registered with the SEC, and
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no registration exemption applied to the offering or to any of these sales.
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 14 of 21 Page ID #:14
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 15 of 21 Page ID #:15
1 86. Also as a result of the conduct described above, Defendants violated Section 5(c) of the
2 Securities Act, which states that it shall be unlawful for any person, directly or indirectly, to make use
3 of any means or instruments of transportation or communication in interstate commerce or of the mails
4 to offer to sell or offer to buy through the use or medium of any prospectus or otherwise any security,
5 unless a registration statement has been filed as to such security.
6 87. As a direct and proximate result of Defendants’ acts and omissions, Plaintiff has suffered
7 damage.
8 Count II
Breach of Contract
9 (Defendant ULedger)
10 Plaintiff realleges and incorporates by reference each and every allegation in paragraphs 1
11 through 71 inclusive, as if they were fully set forth herein.
12 88. Plaintiff and Defendant ULEDGER entered into the Agreement.
13 89. Plaintiff performed all of his obligations under the Agreement.
14 90. Defendant ULEDGER breached the contract when Defendants, inter alia, accepted and
15 retained Plaintiff’s transfer of value, and then ULEDGER failed to perform any of its obligations under
16 the Agreement, such as but not limited to, producing a viable, decentralized application that made
17 utilizing blockchain technology easy and accessible for businesses, among other material breaches.
18 91. As a result, Plaintiff was injured in the approximate principal sum of no less than
19 $300,000.00.
20 Count III
Fraudulent Misrepresentation
21 (All Defendants)
22 Plaintiff realleges and incorporates by reference each and every allegation in paragraphs 1
24 92. Defendants made false representations of material facts regarding their products, goods,
25 and services; their involvement in the production and development of ULEDGER; the profitability of
26 investments in ULEDGER; and Plaintiff’s ability to exit his investment in ULEDGER as soon as he
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 16 of 21 Page ID #:16
1 93. Defendants knew the statements were false when making such statements and knew that
2 they had no intent to perform their obligations under the Agreement.
3 94. Defendants intended for Plaintiff to rely on the false statements.
4 95. Plaintiff justifiably relied on the false statements when Plaintiff performed all of his
5 obligations under the Agreement.
6 96. Plaintiff suffered damages in the approximate principal sum of no less than $300,000.00
7 due to his reliance on Defendants’ false statements and Defendants’ refusal to satisfy any of their agreed
8 obligations.
9 Count IV
Negligent Misrepresentation
10 (All Defendants)
11 Plaintiff realleges and incorporates by reference each and every allegation in paragraphs 1
12 through 71 inclusive, as if they were fully set forth herein.
13 97. Defendants consistently provided false information for the purpose of manipulating
14 Plaintiff’s performance and inducing him into his obligations under the Agreement.
15 98. Defendants falsely represented that Defendants would reward Plaintiff with a return on
16 his investment in exchange for Plaintiff’s investment and efforts at furthering the Defendants’
17 blockchain project.
18 99. Defendants failed to exercise reasonable care or competence when they relayed
19 inaccurate information to Plaintiff regarding Defendants’ blockchain project and ICO.
20 100. Plaintiff was injured the approximate principal sum of no less than $300,000.00 as a
21 result of his justifiable reliance on Defendants’ negligent misrepresentations.
22 Count V
Fraudulent Concealment
23 (All Defendants)
24 Plaintiff realleges and incorporates by reference each and every allegation in paragraphs 1
26 101. Defendants had a duty to disclose to Plaintiff material information when they made
27 partial disclosures that conveyed a false impression regarding the entity that would actually conduct
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 17 of 21 Page ID #:17
1 102. Defendants intentionally concealed material information that was otherwise unknown
2 to Plaintiff and intended to deceive Plaintiff by concealing such information.
3 103. Plaintiff acted in justifiable reliance on the Defendants’ concealment when he performed
4 his obligations under the Agreement.
5 104. Plaintiff suffered damages the approximate principal sum of no less than $300,000.00
6 as a result of his justifiable reliance on Defendants’ concealment.
7 Count VI
Unjust Enrichment
8 (ULedger and the Management Team Defendants)
9 Plaintiff realleges and incorporates by reference each and every allegation in paragraphs 1
10 through 71 inclusive, as if they were fully set forth herein.
11 105. Plaintiff conferred a benefit upon ULEDGER and the Management Team Defendants
12 when he provided his investment capital to Defendants in connection with the Agreement.
13 106. ULEDGER and the Management Team Defendants knowingly received this benefit.
14 107. ULEDGER and the Management Team Defendants retained these benefits – and
15 continue to enjoy the fruits of this labor at Plaintiff’s expense.
16 108. ULEDGER and the Management Team Defendants are liable to Plaintiff in an amount
17 to be proven at trial which is the approximate principal sum of no less than $300,000.00.
18 Count VII
Breach of Implied Duty of Good Faith and Fair Dealing
19 (Defendant ULedger)
20 Plaintiff realleges and incorporates by reference each and every allegation in paragraphs 1
22 109. The covenant of good faith and fair dealing requires that neither party shall do anything
23 that will have the effect of destroying or injuring the right of the other party to the fruits of the contract.
24 110. Defendants invited Plaintiff to serve as an investor and contributor for their blockchain
26 111. ULEDGER, by and through the Management Team Defendants, used ULEDGER as a
27 shell company to conduct an ICO and raise funds in an attempt to shield Defendants from
28 accountability.
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 18 of 21 Page ID #:18
1 112. ULEDGER breached the covenant of good faith and fair dealing when ULEDGER
2 misrepresented to Plaintiff numerous facts as a way to induce his investment in ULEDGER under the
3 false promise of profit and a highly desirable new blockchain network, and thereafter refused to
4 generate any return on Plaintiff’s investment.
5 113. Defendants were well aware of Plaintiff’s reasonable expectation of generating a return
6 on his investment.
7 114. Plaintiff was injured the approximate principal sum of no less than $300,000.00 as a
8 result of Defendants’ breach of the covenant of good faith and fair dealing.
9 Count VIII
Alter Ego Liability
10 (Management Team Defendants)
11 Plaintiff realleges and incorporates by reference each and every allegation in paragraphs 1
12 through 71 inclusive, as if they were fully set forth herein.
13 115. Upon information and belief, at all times material hereto, the Management Team
14 Defendants were the principals, agents, managers, alter-egos, officers, directors, advisors, or employees
15 of ULEDGER.
16 116. At all times material, the Management Team Defendants acted within the scope of their
17 agency, affiliation, management, alter-ego relationship and/or employment of Defendant ULEDGER.
18 117. At all times material, the Management Team Defendants actively participated in or
19 subsequently ratified and adopted, or both, all of the acts or conduct taken by Defendant ULEDGER,
20 with full knowledge of all of the facts and circumstances, including, but not limited to, full knowledge
21 of each and every violation of Plaintiff’s rights and the damages to Plaintiff proximately caused thereby.
22 118. Upon information and belief, there exists, and at all times material hereto existed, a unity
23 of interest and ownership by the Management Team Defendants with respect to Defendant ULEDGER,
24 such that any individuality and/or separateness between them has ceased to exist.
25 119. Upon information and belief, Defendant ULEDGER was a mere shell, instrumentality,
26 and conduit through which the Management Team Defendants carried on their business for their sole
27 benefit. Defendant ULEDGER was and is controlled, dominated, and operated by the Management
28 Team Defendants as their individual businesses and alter egos.
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 19 of 21 Page ID #:19
1 120. Upon information and belief, Defendants have intermingled their assets and obtained
2 assets from other Defendants to suit their convenience and to evade liability to Plaintiff, if not other
3 additional obligations.
4 121. Upon information and belief, the Management Team Defendants have used their own
5 assets, and those of other Defendants, for personal use and obtained funds from other Defendants’
6 business accounts for their own personal use.
7 122. Under the facts and circumstances present herein, adhering to the fiction of separate
8 entities would sanction a fraud and/or promote injustice, because Plaintiff, as a victim of Defendants’
9 wrongdoing, would suffer injury.
10 123. In light of the foregoing, Plaintiff is entitled to a judgment against the Management
11 Team Defendants jointly and severally, in a sum according to proof at trial, plus interest at the
12 maximum rate allowed by law and reimbursement of costs.
13 124. As a result thereof, Plaintiff was injured the approximate principal sum of no less than
14 $300,000.00.
Count IX
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Civil Conspiracy
16 (All Defendants)
17 Plaintiff realleges and incorporates by reference each and every allegation in paragraphs 1
19 125. Since in or around November 2016, Defendants agreed and combined to engage in a
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 20 of 21 Page ID #:20
1 126. Defendants agreed and combined to engage in a civil conspiracy to commit the unlawful
2 acts as described herein.
3 127. Defendants combined to engage in a civil conspiracy of which the principal element was
4 to inflict wrongs against and injury on Plaintiff and the public at large as described in this Complaint.
5 128. Defendants combined to engage in a civil conspiracy that was furthered by overt acts.
6 129. Defendants understood, accepted, or explicitly or implicitly agreed to the general
7 objectives of their scheme to inflict the wrongs and injuries on the Plaintiff as described in this
8 Complaint.
9 130. Defendants acquired, possessed, and maintained a general knowledge of the
10 conspiracy’s objectives to inflict wrongs against and injury on Plaintiff as described in this Complaint.
11 131. Defendants combined to engage in a scheme that was intended to violate the law, and
12 Defendants concealed and secreted such violations.
13 132. Defendants combined to engage in a scheme which was intended to violate the rights of
14 Plaintiff.
15 133. The Management Team, by virtue of their offices, stock ownership, agency, agreements
16 or understandings, and specific acts had the power and influence and exercised the same to cause the
17 unlawful offer and sale of ULD Tokens as described herein.
18 134. The Management Team, separately or together, possess, directly or indirectly, the
19 directed or cause the direction of the management and policies of ULEDGER, through the ownership
20 of voting securities, by contract, subscription agreement, or otherwise.
21 135. The Management Team, separately or together, separately or together, jointly
22 participated in, and/or aided and abetted, ULEDGER’s misconduct.
23 136. Plaintiff was injured the approximate principal sum of no less than $300,000.00 as a
24 result of Defendants’ conspiracy.
25 PRAYER FOR RELIEF
26 WHEREFORE, Plaintiff CRAIG CLEMENS, an individual, respectfully requests that this
27 Court enter a final judgment on all of Plaintiff’s claims awarding damages in favor of Plaintiff and
28 jointly and severally against Defendants ULEDGER, INC., a Delaware corporation; JOSH McIVER,
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COMPLAINT
Case 2:19-cv-07834-GW-JEM Document 1 Filed 09/10/19 Page 21 of 21 Page ID #:21
12 Respectfully submitted,
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COMPLAINT