Lawsuit: Dismissed Cope Holdings v Vanguard Market Access [2025] FCR 62

[Franciscus]

Case Filing

IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
CIVIL ACTION


Cope Holdings, LLC (MZLD representing)
Plaintiffs

v.

Vanguard Market Access
Defendant

COMPLAINT
The Plaintiff complains against the Defendant as follows:

Cope Holdings entered into a business transaction with the Defendant, Vanguard Market Access (VMA), based on material representations made by Nexalin, the individual behind VMA. Cope Holdings negotiated and ultimately paid $5.7 million in exchange for VMA's technology, funds, and securities. However, key facts were concealed: namely, that VMA was insolvent at the time of the transaction—even excluding its obligations to since-deported Naezaratheus—and that the Defendant had no intention of transferring VMA’s cash assets to the Plaintiff. These omissions were only revealed after payment was made, causing significant financial injury to Cope Holdings.

The Plaintiff asserts that this conduct constitutes fraud under the Commercial Standards Act and a breach of contract under the Contracts Act. Cope Holdings contends there was a clear mutual understanding that the $5.7 million payment was in exchange for all assets of VMA. The Defendant’s failure to transfer those assets, combined with their intentional or reckless withholding of VMA’s financial insolvency, resulted in harm to the Plaintiff. As such, Cope Holdings seeks a declaratory judgment of fraud and breach, injunctive relief to void the transaction and restore the parties to their original positions, compensatory damages depending on the relief granted, punitive damages for the egregious conduct, and legal fees.

I. PARTIES
1. Cope Holdings (Plaintiff)
2. Vanguard Market Access (Defendant)

II. FACTS

1. Cope Holdings ("Plaintiff 1", "Plaintiff"), an LLC, is a registered business in the Commonwealth of Redmont (see: Exhibits P-001, P-002).
2. Vanguard Market Access ("Defendant", "VMA") is a business in the Commonwealth of Redmont that operates under the in-game name "VMA".
3. Vanguard Market Access, in its terms of service, stated that it was owned by "Vanguard Securities, LLC" (see: Exhibit P-004, pages 2-3).
4. In-game, Vanguard Market Access is owned by Nexalin under the business "VMA" (see: Exhibit P-003).
5. VMA was created using the /db command system, but no certificate of incorporation is presently filed with the Department of Commerce for it nor Vanguard Securities, LLC (see: Exhibit P-001, P-003).
6. "Vanguard Securities, LLC" is not mentioned in the "Vanguard & Company" organization chart published by Nexalin (see: Exhibit P-005).
7. Business Structuring Act 5(4) states "In the case that a company is created using the /db command system, however, does not submit a certificate of incorporation with the Department of Commerce, the owner of the company will be fully liable for any actions of the company and the company shall be a sole proprietorship" (see: Exhibit P-006).
8. Under the Business Structuring Act, and in light of the above facts, VMA is a sole proprietorship owned by Nexalin.
9. On 14 April 2025, Nexalin issued an announcement regarding a sale related to VMA (see: Exhibit P-007).
10. This announcement stated that "All money and securities will be assumed by Cope Holdings" and that the technology behind VMA had been transferred to Plaintiff (see: Exhibit P-007).
11. Plaintiff had entered into negotiations with Nexalin to purchase the technology behind VMA, beginning no later than 13 April 2025 (See: Exhibit P-008, P-009, P-010, P-011, P-012, P-013).
12. As negotiations continued, this amount was lowered to a total of $5.7 million, payable to Nexalin. (see: Exhibit P-013).
13. In exchange, Plaintiff would receive assets of VMA, including its technology, its money, and its securities (see: Exhibit P-007, Exhibit P-013).
14. On 1 May, Stoppers issued a payment to Nexalin in the amount of $5.7 million on behalf of Plaintiff using Vanguard National Bank (See: Exhibit P-014).
15. After this payment was made, Nexalin claimed that there was no balance sheet that existed for VMA, but that substantial assets had been withdrawn from the platform due to abuse (See: Exhibit P-015).
16. Instead, Nexalin offered to transfer funds in the "Vangaurd MarketAccess" account at Vanguard bank, which had $4,856,154.85 in it at the time (see: Exhibit P-016).
17. Nevertheless, Nexalin never transferred these funds to Plaintiff.
18. Even if discounting all liabilities nominally owed to Naezaratheus ("Naez liabilities"), this cash was less than the amount of customer deposits VMA was responsible for at the time that the deal between Plaintiff and Nexalin closed; VMA was insolvent at the time of the deal even when considering Naez liabilities as zero (see: Exhibits P-012, P-015).
19. That VMA was insolvent at the time of the deal, even after fully discounting Naez liabilities, is an important material fact that would have impacted Plaintiff's decision to purchase VMA.
20. That VMA was insolvent at the time of the deal was either intentionally or recklessly withheld from Plaintiff until after Plaintiff had paid $5.7 million to the Defendant.
21. Had VMA been solvent but for the Naez liabilities, VMA would not have had less than $7,301,165.31 in assets, to support customer deposits.
22. Plaintiff suffered actual, quantifiable, injuries as a result of this material fact being withheld in an amount not less than $2,445,010.
23. Moreover, Defendant's failure to transfer $4,856,154.85 in VMA assets to Plaintiff after Plaintiff's payment caused Plaintiff an injury in that amount.
24. That the Defendant would not transfer VMA's cash to the Plaintiff was an important material fact that was withheld from Plaintiff until after the Plaintiff had paid the Defendant $5.7 million.
25. Had Plaintiff known that Defendant was not going to transfer VMA's cash to Plaintiff, Plaintiff would not have made made this purchase at all.

III. CLAIMS FOR RELIEF

1. Fraud. Under Commercial Standards Act 6(1)(a), Fraud is defined as "An intentional or reckless misrepresentation or omission of an important fact, especially a material one, to a victim who justifiably relies on that misrepresentation; and the victim party or entity suffered actual, quantifiable injury or damages as a result of the misrepresentation or omission."
   
   The Defendant intentionally or recklessly misrepresented or ommited at least one important material fact - namely that VMA was insolvent and that Defendant would not transfer cash in VMA to the Plaintiff - until after receiving payment. This caused harm to the Plaintiff, and the Plaintiff was thus defrauded.
2. Breach of Contract. Under Contracts Act 7(1), "A breach of contract occurs when a party fails to fulfil its contractual obligations."
   
   As can be reasonably inferred from the circumstances, there existed a common understanding between the Plaintiff and Defense that, alongside the technology, VMA's securities and money would be transferred to Plaintiff in consideration for the payment by Plaintiff to Defendant. Both Plaintiff and Defense clearly saw this as binding; the payment of $5.7 million by Plaintiff to the Defendant and the public announcement by Defendant indicate that this created obligations on both parties. However, the Defendant failed to perform key aspects in this agreement by failing to transfer assets of VMA to Plaintiff, thereby breaching a contract with the Plaintiff.

IV. PRAYER FOR RELIEF
The Plaintiff seeks the following from the Defendant:

1. Declaratory Judgement. The Plaintiff asks that this Court declare that Nexalin defrauded and breached contract with Cope Holdings.
2. Injunctive Relief. Under Contracts Act 7(1)(a), "Remedies for breach may include damages, specific performance, or other equitable relief."
   
   In light of Vanguard & Co v. Commonwealth of Redmont [2025] FCR 49 and surrounding events, the Plaintiff believes that the best way to provide eqiutable relief is to for the Court to issue an injunction declaring the transactions between Cope Holdings and Nexalin regarding Vanguard Market Access as being null and void in light of the contract's breach. This, combined with an injunction to reverse any payments made in full, would essentially unwind the deal.
   
   In short, this injunctive relief would be able to restore both parties to status quo ante, and would serve as effective equitable relief.
3. Compensatory damages. The amount of compensatory damages sought by Plaintiff depends on the relief granted in the second Prayer for Relief.
   
   In the event that the transactions are ruled null and void in light of the second prayer for relief, the Plaintiff seek damages in the amount of $5.7 million in cash, equal to the amount transferred to the Defendant on 1 May 2025.
   
   In the event that the transactions are not voided and reversed, the Plaintiff seek $2,445,010 in cash for fraud relating to insolvency beyond the Naez liabilities and $4,856,154.85 as specific performance for failure to transfer assets; this would be a total of $7,301,164.
4. Punitive Damages. In light of the outrageous nature and the scope of Defendant's fraud as alleged in this complaint, the Plaintiff seeks $500,000 in punitive damages.
5. Nominal Damages. Should neither compensatory nor punitive damages be granted, the Plaintiff seek $7,500 in nominal damages to acknowledge the fraud and breach of contract.
6. Legal fees. Thirty percent of the damages awarded to the Plaintiff, or no less than $6000 as specified in the Legal Damages Act.

Evidence:

Spoiler: Exhibit P-001

Business Incorporation Records

Spoiler: Exhibit P-002

Cope Holdings Business Incorporation Record

Spoiler: Exhibit P-003

Spoiler: Exhibit P-004

Vanguard Market Access Terms of Service

Spoiler: Exhibit P-005

Spoiler: Exhibit P-006

Spoiler: Exhibit P-007

Spoiler: Exhibit P-008

Spoiler: Exhibit P-009

Spoiler: Exhibit P-010

Spoiler: Exhibit P-011

Spoiler: Exhibit P-012

Spoiler: Exhibit P-013

Spoiler: Exhibit P-014

Spoiler: Exhibit P-015

Spoiler: Exhibit P-016

Witness List:

1. Stoppers
2. Nexalin
3. XSyncX

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 18 day of June 2025

Spoiler: Evidence of Retainer

 

[ko531]

This case is being dismissed Sua Sponte for lack of a clear second party under Court rule 2.1

The court has come to the understanding when in search of a second party to summon (something that isn't the court's responsiblity to do), that the plaintiff, Cope Holdings, purchased Vanguard Martket Access(See attached screenshot). As the plaintiff is essentially suing themselves in this case, there is no clear second party and this case must be dismissed.

This case is dismissed with prejudice.