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ToadKing__
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Case Filing
IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
CIVIL ACTION
Brick and Browse Inc.
Plaintiff
v.
Pepecuu
Defendant
COMPLAINT
The Plaintiff complains against the Defendants as follows:
I. PARTIES
1. Brick and Browse Inc.2. ToadKing (Chairman of the Board)
3. Pepecuu
II. FACTS
1. Brick and Browse Inc. was incorporated on 17 September 2025 under the Legal Entity Act as a Corporation. (P-001)2. The Corporation has two classes of shares:
- Class A Shares: 10,000 authorised shares with voting rights but no dividend rights
- Class B Shares: 100,000 authorised shares with dividend rights but no voting rights (P-002)
4. At all times relevant to this Complaint, Pepecuu served as CEO and Chairman of the Board of Directors of Brick and Browse Inc.
5. On 6 February 2026, ToadKing obtained majority shareholder status in Brick and Browse Inc., resulting in Pepecuu being removed from her positions as CEO and Chairman. (P-003)
6. Article VIII of the Articles of Incorporation governs share buybacks and contains specific requirements and prohibitions. (P-002)
7. As of 1 January 2026, Brick and Browse Inc. held cash and cash equivalents of $965,000. (P-004)
8. On 12 January 2026, the company received $5,000 in interest from investor notes, bringing total available cash to $970,000. (P-005)
9. On 12 January 2026, in the FIRST transaction of the month, Pepecuu caused Brick and Browse Inc. to execute a share buyback using company funds:
- Bought 2,859 BB.A shares (Class A) for $485,000
- Bought 26,774 BB shares (Class B) for $455,000
- Total expenditure: $940,000 (P-005)
11. Market prices for both classes of shares on the National Exchange of Redmont (NER) around the time of the transaction:
- BB.A shares: Trading at approximately $260 per share on or around 12 January 2026
- BB shares: Trading at $74-76 per share on or around 16 January 2026 (P-006)
- BB.A shares: $485,000 / 2,859 shares = $169.64 per share (compared to $260 market price)
- BB shares: $455,000 / 26,774 shares = $17.00 per share (compared to $74-76 market price)
14. The shares purchased by the company on 12 January 2026 match almost exactly the total shareholding Pepecuu possessed:
- The company bought 26,774 BB shares vs. Pepecuu's holding of 27,470 shares (97.5% of her position)
- The company bought 2,859 BB.A shares vs. Pepecuu's holding of 2,862 shares (99.9% of her position)
16. No other "Substantial Shareholding Change" transactions were recorded on the NER on 12 January 2026, confirming these shares came from Pepecuu. (P-009)
17. The 2,859 BB.A share buyback represents 28.59% of the 10,000 authorised Class A shares, exceeding the 20% threshold requiring 75% Class A shareholder approval under Article VIII of the Articles of Incorporation (P-008).
18. Pepecuu at all times relevant to this Complaint never possessed 75% Class A voting power.
19. After depleting the company's cash reserves, Pepecuu continued to execute business transactions throughout January, resulting in multiple property sales to replenish the reserves. (P-005)
20. On 4 February 2026, a DOC liquidation auction concluded in which Pepecuu won 1,288 Class A shares of Brick and Browse Inc. for a total purchase price of $143,190. (P-010)
21. On 5 February 2026, Class A shares were trading at or around $250-260 per share on the NER.
22. On 5 February 2026, one day after winning the auction, Pepecuu caused Brick and Browse Inc. to purchase the 1,288 BB.A shares for $140,000 using company funds.
23. The shares purchased by the company on 5 February 2026 were the same shares Pepecuu had acquired at auction.
24. At no time prior to, during, or immediately after the auction did Pepecuu disclose to the DOC or shareholders that she was bidding on behalf of the Corporation.
25. Only after acquiring the shares in her personal capacity did Pepecuu cause the Corporation to purchase them from her for $140,000, allowing her to recoup all auction costs essentially, using corporate funds.
26. On 6 February 2026, Pepecuu's shareholding in BB.A increased from 2,857 shares to 4,145 shares (41.45% of outstanding shares), representing an increase of 1,288 shares. (P-011)
27. The 1,289 share buyback represents approximately 12.89% of the 10,000 authorised Class A shares.
28. In total, Pepecuu caused the company to spend $1,080,000 in share buybacks over a period of 24 days.
29. These transactions collectively depleted the company's cash position from $965,000 on 1 January 2026 to near insolvency.
30. Pepecuu did not disclose her conflict of interest to any shareholders prior to either transaction.
31. Pepecuu did not obtain approval from shareholders holding 75% of Class A voting rights as required by Article VIII, Section 2 of the Articles of Incorporation. (P-002)
32. Article VIII, Section 1 "Authorization for Buybacks" of the Articles of Incorporation states (P-012):
32. Article VIII, Section 4 "Prohibited Buybacks" of the Articles of Incorporation states (P-013):
33. Both buyback transactions exclusively benefited Pepecuu by:
- Allowing her to liquidate her personal shareholdings using company treasury funds
- Providing her with immediate liquidity totaling $1,080,000
- Extracting all company reserves substantially for her personal benefit
35. No other shareholder received a similar buyback offer or opportunity.
36. Neither transaction was disclosed to shareholders, a regulatory body, nor announced publicly prior to execution.
37. Pepecuu was specifically instructed on 24 September 2025 to "prepare and post a Share Register in your company docket and keep it up to date." (P-014)
38. The share register was last updated on 28 September 2025. (P-001)
39. Despite executing two share buyback transactions on 12 January 2026 and 5 February 2026 that fundamentally altered the company's shareholding structure, Pepecuu failed to update the share register to reflect these transactions.
40. The share register remained unchanged for over 4 months (28 September 2025 to 6 February 2026), concealing from shareholders and the public:
- The 12 January buyback of 2,859 BB.A shares and 26,774 BB shares
- The 5 February buyback of 1,289 BB.A shares
III. CLAIMS FOR RELIEF
1. Violation of Articles of Incorporation
Article VIII, Section 1 of the Articles of Incorporation expressly requires that:Pepecuu, acting as CEO and Chairman with authority to bind the Corporation, violated this provision by causing the Corporation to spend $940,000, representing 97.4% of all company cash, on 12 January 2026.
This expenditure objectively and severely harmed the Corporation's ability to meet its financial obligations by reducing cash reserves from $965,000 to approximately $25,000, leaving insufficient working capital for normal operations. This completely eliminated the company's financial cushion for emergencies or other financial obligations.
Article VIII, Section 2 of the Articles of Incorporation requires that:
The 12 January 2026 buyback of 2,859 Class A shares represented 28.59% of the 10,000 authorised Class A shares, significantly exceeding the 20% threshold. Pepecuu failed to obtain the required shareholder approval from holders of 75% of Class A voting rights. Pepecuu never possessed 75% Class A voting power and therefore could not unilaterally approve this transaction.
Article VIII, Section 3 of the Articles of Incorporation requires that:
Pepecuu violated this mandatory transparency provision by failing to disclose either buyback transaction to shareholders or to regulatory bodies prior to, or contemporaneously with, execution. The 12 January 2026 transaction, representing 28.59% of Class A shares and 26.774% of Class B shares, and the 5 February 2026 transaction, representing 12.89% of Class A shares, were material corporate actions requiring disclosure under the Articles of Incorporation.
This deliberate concealment violated not only the express contractual terms of Article VIII, Section 3, but also prevented shareholders from exercising their oversight rights, understanding changes in corporate ownership and control, and assessing the dramatic depletion of corporate assets from $965,000 to near insolvency.
Article VIII, Section 4 of the Articles of Incorporation prohibited the Corporation from repurchasing shares if doing so would:
The 12 January 2026 transaction created an immediate risk of insolvency by depleting 97.4% of cash reserves. Both the 12 January and 5 February transactions disproportionately benefited Pepecuu as an insider by allowing her to liquidate her personal shareholdings using company treasury funds, providing her with immediate liquidity totaling $1,080,000, and extracting substantially all company reserves for her personal benefit, while no other shareholder received a similar buyback offer or opportunity.
As a direct and proximate result of these breaches of the Articles of Incorporation, the Corporation has suffered damages of at least $1,080,000, representing the total amount improperly expended from company funds in violation of the express contractual terms governing share buybacks.
2. Breach of Implied Covenant of Good Faith and Fair Dealing
Section 12 of the Contracts Act provides that:The Articles of Incorporation, as a contract among the Corporation and its shareholders, contain this implied covenant requiring directors to exercise their authority honestly, fairly, and in the best interests of the Corporation and its shareholders.
Pepecuu breached the implied covenant of good faith and fair dealing by:
- Engaging in self-dealing through selling her own shares to the Corporation totaling $1,080,000 without disclosing her direct financial interest in either transaction
- Using her position as CEO and Chairman to benefit herself personally at the expense of the Corporation
- Circumventing the approval requirements designed to protect shareholders and the Corporation
- Depleting 97.4% of corporate cash reserves in the January transaction for personal benefit
3. Breach of Fiduciary Duty of Care
Section 8(9)(e) of the Legal Entity Act (as it was at the time) provides that:Section 8(10)(a) defines the duty of care, requiring directors to:
Pepecuu breached her fiduciary duty of care through the 12 January 2026 transaction by failing to act in the best interest of the Corporation when she caused it to deplete 97.4% of cash reserves ($940,000 of $965,000), thereby creating immediate insolvency risk and leaving the company with only $25,000 in operational cash.
She failed to exercise the care a reasonable director would by failing to consider the catastrophic impact on corporate liquidity and by acting without any legitimate business justification for such a massive, company-threatening expenditure. A reasonable director would never approve a transaction that depletes virtually all corporate cash reserves, particularly when the shares being purchased are the director's own shares in a classic self-dealing arrangement.
Pepecuu further breached her duty of care through the 5 February 2026 transaction by causing the Corporation to pay $140,000 for shares with a market value of $335,140 that she had personally acquired at auction one day earlier. She failed to act on an informed basis and failed to consider that the Corporation could have acquired similar shares at market rates through open market purchases rather than paying Pepecuu to liquidate her personal auction purchase.
A reasonable director in Pepecuu's position would have disclosed the conflict of interest to shareholders, recused themselves from decision-making regarding these transactions, obtained independent advice regarding fair market value and corporate impact, obtained the required shareholder approval as mandated by the Articles of Incorporation, and would never have approved a $940,000 expenditure representing 97.4% of the company's cash.
Both transactions were clearly not "in the best interest of the Corporation" as they used $1,080,000 of corporate funds to benefit Pepecuu exclusively, created insolvency risk, altered voting control without proper authorisation, and reduced corporate liquidity without any corresponding corporate benefit.
4. Breach of Fiduciary Duty of Loyalty
Section 8(10)(b) of the Legal Entity Act (as it was at the time) defines the duty of loyalty:Pepecuu breached her fiduciary duty of loyalty through both transactions by placing her personal financial interests ahead of the Corporation's interests.
She engaged in self-dealing transactions without disclosing her conflicts of interest, thereby negating any rebuttable presumption that she met her duty of loyalty. She used her position as CEO and Chairman to orchestrate transactions that personally benefited her by extracting $1,080,000 from the corporate treasury for her personal enrichment.
Pepecuu's bad faith is demonstrated by her knowing engagement in prohibited transactions under Article VIII of the Articles of Incorporation; her circumvention of shareholder approval requirements that were specifically designed to prevent such self-dealing; and her concealment of the self-dealing nature of both transactions from shareholders. These transactions exemplify specifically the type of self-dealing that fiduciary duties of loyalty should prevent.
5. Violation of Share Register Requirements
Section 8(12)(j) of the Legal Entity Act (as it was at the time) established mandatory requirements for corporate share registers:On 24 September 2025, Pepecuu was specifically instructed by the DOC to "prepare and post a Share Register in your company docket and keep it up to date." The share register was last updated on 28 September 2025.
Despite executing two share buyback transactions on 12 January 2026 and 5 February 2026 that fundamentally altered the company's shareholding structure, Pepecuu willfully failed to update the share register to reflect these transactions.
The share register remained unchanged for over four months (from 28 September 2025 to 6 February 2026), actively concealing from shareholders and the public the 12 January buyback of 2,859 BB.A shares and 26,774 BB shares, the 5 February buyback of 1,289 BB.A shares. No disclosure, announcement, or communication of either buyback transaction was made to shareholders or posted publicly.
Pepecuu's failure to update the share register violated Section 8(12)(j)(iii)(3) of the Legal Entity Act, which requires all amendments to share ownership to be posted to take effect. This violation was willful, as Pepecuu had been specifically instructed to maintain an updated register and was previously aware of her obligation. The failure to update the register constituted a fraudulent concealment of material information from shareholders, preventing them from understanding the true ownership structure of the Corporation and the dramatic depletion of corporate assets.
6. Business Judgment Rule Does Not Apply
Section 8(10)(d) of the Legal Entity Act (as it was at the time) established the business judgment rule:The business judgment rule does not protect Pepecuu's conduct because there is clear and convincing evidence that she breached both her duty of care and duty of loyalty.
Both transactions were pure self-dealing with Pepecuu on both sides. No disclosure of conflicts of interest was made, negating the rebuttable presumption under Section 8(10)(b). No approval was obtained despite the express requirement in Article VIII, Section 2 for 75% Class A shareholder approval for buybacks exceeding 20%. Both transactions violated express prohibitions in the Articles of Incorporation.
The January transaction depleted 97.4% of corporate cash reserves, creating insolvency risk and violating Article VIII. Both transactions benefited Pepecuu exclusively at corporate expense, totalling $1,080,000.
The business judgment rule protects directors who make informed, good-faith decisions in the corporation's best interest; it does not protect directors who engage in undisclosed self-dealing that violates the corporation's governing documents and statutory requirements.
IV. PRAYER FOR RELIEF
The Plaintiff respectfully requests that this Court grant the following relief:1. $1,080,000 Compensatory Damages under Part III, Section 2 of the Redmont Civil Code Act, representing the total amount improperly expended from corporate funds through the illegal share buyback transactions of 12 January 2026 and 5 February 2026.
2. In the alternative to Compensatory Damages, an order of rescission declaring both share buyback transactions void ab initio and requiring:
- The return and re-issuance of 2,859 Class A shares and 26,774 Class B shares to the Defendant
- The return and re-issuance of 1,289 Class A shares to the Defendant
- The return of $940,000 from the Defendant to Brick and Browse Inc., representing the 12 January 2026 transaction
- The return of $140,000 from the Defendant to Brick and Browse Inc., representing the 5 February 2026 transaction
3. $250,000 in Punitive Damages under Part III, Section 3 of the Redmont Civil Code Act for Defendants' willful, knowing, and egregious breach of fiduciary duties of care and loyalty owed to the Corporation and its shareholders. These damages serve to punish her outrageous self-dealing conduct and to deter corporate officers from similar breaches of trust in the future.
4. $250,000 in Punitive Damages under Part III, Section 3 of the Redmont Civil Code Act for Defendants' willful and fraudulent concealment of the unauthorised transactions through deliberate failure to update the share register as required by Section 8(12)(j) of the Legal Entity Act and failure to disclose material information to shareholders.
5. 30% legal fees as provided under Part III, Section 7 of the Redmont Civil Code Act.
6. In the further alternative, to the extent this Court finds it cannot award damages, or legal fees under the Redmont Civil Code Act for conduct occurring prior to its enactment, the Plaintiff seeks equivalent compensatory damages, punitive damages, and legal fees pursuant to the Legal Damages Act as it then applied.
EVIDENCE
See Brick and Browse Inc. Shareholder Agreement (3).PDF
See $BB Balance Sheet - December 2025 (1).pdf
See Brick and Browse Inc. Financial Transactions.pdf
WITNESSES
1. ElysiaCrynn2. Talion77
3. Pepecuu
By making this submission, I agree I understand the penalties of lying in court and the fact that I am subject to perjury should I knowingly make a false statement in court.
DATED: This 7th day of February 2026
Motion
IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
MOTION FOR EMERGENCY INJUNCTION
Your Honour,
Plaintiff respectfully requests that the Court issue an emergency injunction to immediately freeze all assets and property of Defendant pending resolution of this matter.
Defendant has improperly extracted $1,080,000 from the Corporation's treasury through unauthorised self-dealing transactions executed on 12 January 2026 and 5 February 2026. These funds represent a substantial portion of the Corporation's cash reserves at the time. Given the substantial sums involved and the evidenced pattern of self-dealing and concealment evidenced by Defendant's conduct, there exists a substantial risk that Defendant will transfer, hide, or dissipate these assets to render herself judgment-proof and deprive the Corporation of recovery.
Plaintiff requests that this Court immediately freeze all of Defendant's assets, including:
- All real estate plots owned by Defendant;
- All money held by Defendant, including in-game balance, business balances, bank account balances at any financial institution, NER balance, and any cash held anywhere in Redmont;
- All items and blocks held in Defendant's inventory, EnderChest, supporter chests, and any containers owned by Defendant anywhere in Redmont; and
- Any other assets, property, or securities owned or controlled by Defendant.
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