Verdict
IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
VERDICT
MegaMinerM v. Blazora Corporation [2025] FCR 27
I. PLAINTIFF'S POSITION
1. Defendant failed to pay three months of interest ($70,402) on a $260,400 bond investment purchased by Plaintiff.
2. Defendant called the bond early in breach of the terms, and has not repaid the principal.
3. Plaintiff argues this conduct mirrors lcn v. Blazora Corporation, [2025] FCR 18, but with greater damages, prolonged misconduct, and knowledge of wrongdoing.
4. The Plaintiff contends Nexalin breached the bond contract by failing to make timely interest payments (specifically for October, November, December, and January (as well as February and March as of this writing)) and then improperly calling the bond shortly before February's interest was due, attempting to evade further obligations.
5. Nexalin filed incorporation papers for Blazora Corporation without any mention of Easy Corporation. Simultaneously, announcements were made that both the bond and Easy Corporation had been transferred to Blazora, despite this not being a provision in the original bond terms. A vote was held, and on December 30, 2024, Stoppers announced its passage, along with the extension of the bond's duration. Shortly thereafter, initial interest payments began, but were incomplete.
6. Plaintiff and Defendant entered into another contract on 30 December 2024, when the vote extended the bond’s terms to 1 July 2025. The terms of this agreement stated that “[Defendant’s bond’s] interest payments have been extended by an additional 6 months to 1 July 2025. This means an additional interest payment for each month during the extended period.” This contract does not mention the bond being callable, and after this binding vote the Defendant did not have a right to call until the bond had fully matured. The Plaintiff is owed compensatory damages up until the contractual maturation of the bond.
II. DEFENDANT'S POSITION
1. Nexalin founded Easy Corporation on September 23, 2024, and subsequently listed a $1,000,000 bond (CUSIP “EZC24-6M”) on The Exchange in Redmont. Plaintiff purchased $260,400 worth of the bonds on September 27, 2024, with a 7% monthly interest rate and original maturity date of January 1, 2025.
2. Exchange CEO Stoppers announced Easy Corporation’s preparations for launch and initiated a bondholder vote to extend the bond's payment terms – both in December 2024. The bond term extension vote passed on December 30, 2024.
3. On December 22, 2024, Nexalin filed registration for Blazora Corporation, with no mention of Easy Corporation.
4. A conference room was created at Dragon Law Firm on December 31, 2024, to discuss resolving a breach of contract. On January 2, 2025, lcn’s attorney formally demanded payment of overdue interest, an explanation of delays, and reimbursement of legal fees – receiving no response from Nexalin. lcn filed suit against Blazora Corporation on February 13, 2025, seeking $274,983.89 in damages. Judge Dartanboy issued a Default Judgement of $233,752.48 on February 25, 2025. The judge stated the punitive damages were due to the defense not showing up.
5. On February 27, 2025, Exchange CEO Stoppers announced Blazora had “called” the bond and promised full repayment of principal and interest. As of March 8th, 2025, Plaintiff asked about payment in public chat but did not receive a response from Defendant’s agent.
6. The Defendant denies the bond was promised to mature on July 1, 2025.
III. THE COURT OPINION
A. Whether a Contract Existed Between the Plaintiff and the Defendant
To begin, a contract must have the following:
(a) Offer. An offer is a clear and unequivocal communication expressing a party's willingness to enter into a contract, either explicitly stated or reasonably inferred from the circumstances.
(b) Acceptance. Acceptance is the positive and unambiguous response to an offer communicated to the offeror, mirroring the terms of the offer and conveyed through various means.
(c) Consideration. Consideration, an essential element, involves the exchange of something of value between parties, with sufficiency though not necessarily adequacy. Consideration can be tangible or intangible.
(d) Intent. Parties must demonstrate a clear intention to create legal obligations for the contract to be valid.
(e) Capacity. Parties entering into a contract must possess the legal capacity to do so. Players with low playtime may lack the capacity to fairly enter a contract.
(see 4(2)
Act of Congress - Contracts Act; see also
Lawsuit: Adjourned - Dimitre977 v. kesballo [2025] FCR 6).
A contract is necessary to recover remedies in a breach of contract issue. (see
Act of Congress - Contracts Act,
Lawsuit: Dismissed - Dimitre997 v. zeos_exe [2022] FCR 66). If a contract is void, recovery cannot be collected. (see
Lawsuit: Adjourned - Aezal v. Morgan Sheraton & Co. [2023] FCR 43). The terms of a contract are express when expressly stated or implied. (see 5(1)
Act of Congress - Contracts Act). Yet, if the terms of a contract are not express, they can be implied through conduct. (see 5(2)
Act of Congress - Contracts Act).
The Plaintiff and Defendant both agree that there is a contract here. The terms of the contract are expressed. Plaintiff informs the court through their complaint and evidence that they purchased 2,604 shares of a bond in Easy Corporation with a value, at purchase, of $260,400. (see P-001 through P-003). The purchase was made on 9/27/2024. Defendant affirmed that this purchase was made. (see ANSWER TO COMPLAINT 2.
Lawsuit: In Session - MegaMinerM v. Blazora Corporation [2025] FCR 27). “There is no legal requirement for a contract to be formalized with specific terms, conditions, and assurances.” (see
Lawsuit: Adjourned - Krisztie v. zko0 [2025] FCR 13). “There is no doubt that, in the court’s opinion, an offering of any stock, bond, fund, or similar in a Stock Exchange constitutes a contract once accepted.” (see
Lawsuit: Adjourned - lcn v. Blazora Corporation [2025] FCR 18). “Certainly, therefore, if the bond’s terms require interest to be paid every month, it must certainly be paid out every month.” (Id.)
The terms of the contract are expressed through the publicly listed terms. In this instance, the defendant listed the initial terms of a bond contract. The contract initially stated that the issue date was 10/01/2024, the maturity date was 01/01/2025, the interest rate was 7.0%, and interest would accrue monthly. Interest would not be paid for the month of October. (see P-006). Notably, the contract contains a call option that could be exercised outside of the initial lifespan of the bond. (
Id.)
Neither the plaintiff nor the defendant clarifies the date on which monthly interest payments were due. In a previous case involving Blazora Corporation, Judge Dartanboy noted that “the maturity date of the bond was January 1, exactly three months from the issue date of October 1. “ (see
Lawsuit: Adjourned - lcn v. Blazora Corporation [2025] FCR 18). Based on the evidence, interest payments should be made on the first of each month, with a final payment due upon bond maturity.
Prior to the bond's maturity, two key events occurred. First, on 12/16/2024, Exchange CEO Stoppers announced a vote among bondholders to extend interest payments by six months. The vote passed, extending the bond’s term to 07/01/2025. Second, on 12/22/2024, Blazora Corporation was registered; subsequently, on 01/02/2025, Nexalin through Blazora Corporation paid interest on the bond originally registered in Easy Corporation’s name. Following this, The Exchange renamed the bond from “EZC24-6M” to “BZC24-6M”.
The Defendant contests the bond's extension, but the Court finds this denial to be factually incorrect. Had the bond not been extended, subsequent payments would not have been made or acknowledged. Furthermore, by acquiring the contract from Easy Corporation, the Defendant assumed its conditions, including all remaining payment obligations. The central question is whether The Exchange’s statements can be credibly disputed. The Defendant's failure to deny The Exchange’s assertions constitutes acceptance of those claims. While the Defendant attempts to shift liability, The Exchange is not a party to this action via counterclaim or crossclaim. Therefore, the Court concludes that this defense lacks a factual basis.
The attempted transfer of obligations via the purchase and assumption of Easy Corporation’s contract by Blazora Corporation has made this case vexingly frustrating. The filing of incorporation papers for Blazora without acknowledging Easy Corporation, coupled with the simultaneous announcement of the bond’s transfer, a move absent from the original contract terms, demonstrates a calculated effort to restructure debt and appears as an attempt to avoid ongoing contractual obligations.
This maneuver is particularly egregious given the subsequent, incomplete interest payments. Despite these payments being made now, the delinquent payments suggest the Defendant was breaching the contract. The Defendant’s reliance on the Exchange CEO’s announcements as justification for these actions fails to address the fundamental issue: unilaterally altering the terms of a binding agreement through corporate restructuring rather than adhering to the principles of the original bond contract.
Furthermore, the subsequent call of the bond shortly after the extended term was legally ratified represents a bad-faith effort to circumvent the Plaintiff’s rights and deny them the full benefits of their investment. Though it is within their right to call the contract, this pattern of conduct underscores a clear disregard for the Defendant’s contractual obligations.
Unfortunately, the situation presents a nuanced and unique challenge. Defendant’s actions surrounding the transfer of Easy Corporation’s obligations to Blazora are borderline breach of contract. Under the Contracts Act, A contract may be terminated by frustration, which is defined as “the occurrence of an event that makes the performance of a contract impossible or radically different from what was initially contemplated.” (see §§ 12(1) and 16(1)(a),
Act of Congress - Contracts Act). The contract did not contain a clause allowing for an assignment. Additionally, the new contract under normal circumstances likely would not be allowed to come into force, as the Defendant has proposed insufficient consideration to the Plaintiff for the contract’s acquisition. Even more ridiculous, is that the Plaintiff likely did not “accept” the contract nor likely have “intent” to deal with Blazora Corporation, as the original contract was with Easy Corporation (see generally 4 - Contract Formation,
Act of Congress - Contracts Act).
Had Plaintiff filed suit to prevent the transfer and assert breach of contract at the point of Defendant’s initial attempt to assume Easy Corporation's obligations, a clear legal basis for establishing breach would likely have been successful. The failure to do so allowed the Defendant to establish itself as a party to the contract and assume Easy Corporation’s responsibilities. This shifts the focus from preventing the assumption of the contract to enforcing the terms of the assumed contract, specifically, the timely and full payment of interest and principal as extended by the bondholder vote. A vote which Defendant themselves affirmed through subsequent partial payment of January. The current posture necessitates examination of Defendant’s performance under the terms it effectively adopted.
A breach of contract occurs when a party fails to fulfill its contractual obligations, with remedies being damages, specific performance, or other equitable relief (See 7 - Breach of Contract
Act of Congress - Contracts Act). In
LCN v. Blazora, the plaintiff, a bondholder of the same bond in question in the matter at hand, sued the defendant for breach of contract. (see
Lawsuit: Adjourned - lcn v. Blazora Corporation [2025] FCR 18). The trial court in a default judgment held that the defendant had committed breach of contract.
Id. The judge had the defendant pay the plaintiff an interest payment for the month of October, finding that “there was not even the slightest indication that there would not be any interest paid for the month of October.”
Id. As established, the Defendant did clearly lay out in their offered terms that the month of October was interest free. (see P-006). Therefore, the Defendant here will not be held to pay for any interest in the month for October. Further, given that the Defendant has defended the case here, they will be given a fair and full review of the law to see whether they are liable for damages.
The Defendant called the contract on February 27, 2025. This means that interest payments would be due for the months of November, December, January, and February. The Defendant has brought to the Court’s attention that they began making (late) interest payments. The interest payment for January was paid in late March. (see
Lawsuit: In Session - MegaMinerM v. Blazora Corporation [2025] FCR 27). Payments for November and December were also paid late, being remitted on 12/30/2024 and 1/2/2025 respectively. (see P-009 and P-010). The record does not indicate whether or not February has been paid. Additionally, Courts can and will enforce a percentage of contract completion in evaluating damage claims. (see
Lawsuit: Adjourned - HypeGamer231 V. NotPhunky [2024] FCR 81). Given that the contract was called two days prior to the turn of the month, where the interest for March would have been owed, it is fair to say that the interest payment was 96% to term (given that twenty-seven out of the twenty-eight days within the month passed). Since a contract exists, payment was due under the contract, and that payment has not been given to the plaintiff, there is credible evidence that the Defendant has breached the contract. Therefore, the defendant is liable for interest payments for the month of February and 96% of the interest payment for the month of March.
Additionally, in
LCN v. Blazora, the Judge awarded punitive damages, this Court will review this issue anew. Punitive Damages “[A]re damages awarded against a person to punish them for their outrageous conduct and to deter them and others like them from similar conduct in the future.” (see 5 - Punitive Damages,
Act of Congress - Legal Damages Act,
Lawsuit: Adjourned - Ligthiago v. FuriousPaladin [2023] SCR 20). “In assessing Punitive Damages, the justice can properly consider the character of the defendant's act, the nature and extent of the harm to the plaintiff that the defendant caused or intended to cause and the wealth of the defendant.” (
Id.,
Lawsuit: Adjourned - bigpappa140 v. .BelatedDragon35 [2023] FCR 63). In
Atreides Clients (Class Action Group) v. Atreides [2024] FCR 87, The court has determined that the CEO's gross negligence and lack of contingency planning for their absence are the primary issues. The CEO's failure to have a plan, notify depositors of their absence, and ensure timely fund withdrawals constitutes clearly outrageous conduct. (see
Lawsuit: Adjourned - Atreides Clients (Class Action Group) v. Atreides [2024] FCR 87).
In this case, the Plaintiff asserts that the Defendant was put on notice by the
LCN case, and that their failure to promptly pay interest was inexcusable and outrageous. They argue that the Defendant’s violation of the law was at an increased level of
LCN and “so shocked the conscience and was so monstrous in orchestration that no reasonable person could see it as anything except manifestly against the public interest, requiring sharp and steep correction.” The Defendant did not choose to defend the claims of “outrageous conduct” and instead chose to fight the case on different terms. The focus that they place in their defense is that interest payments were made in full. As this Court has established, payment was due for the months of February and March (96% payment) since payments were due at the beginning of each month. Given that the Defendant is expressly trying to get out of the terms of their contract, their gross negligence, lack of planning, and their failure to notify bondholders of the reasoning for the Defendant’s failure to pay clearly constitutes outrageous conduct.
In assessing the character of the Defendant’s act, it is clear that the Defendant was refusing to do anything at all appropriate with the Contract. All interest payments were made over a month late. Some payments were made multiple months late. Additionally, the Defendant shifted the contract to themselves from Easy Corporation using less than dubious means. As previously stated, it is not at all clear if the Defendant’s acquisition of this agreement is even adequately a contract binding the Plaintiff. As such, we fully agree with the Punitive Damages for the breach of contract.
Misrepresentation is “when a false statement induces another party to enter into a contract.” (see
Act of Congress - Contracts Act). In
LCN, Misrepresentation was granted on default judgment. Given that the Defendant has defended the case here, they will be given a fair and full review of the law to see whether they are liable for damages. In this case, the Plaintiff argues that the Defendant misrepresented the terms of the contract to avoid paying interest for the month of October. The Defendant erroneously argues that the liability for Misrepresentation should be shifted to The Exchange without launching a counterclaim. Given that the dispute for misrepresentation revolves around whether or not the month of October has an interest payment, and this Court has established that the Defendant does not owe an interest payment for October, then this claim may be found in favor of the Defendant with no damages awarded to the Plaintiff.
D. Whether Fraud Occurred and Potential Damages
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.” (see 6 - Fraud (Fraud) Act of Congress - Commercial Standards Act, see also
Appeal: Denied - [2024] FCR 102 - Appeal). Civil damages can be pursued by way of the Legal Damages Act. (see 5 - Legal Application,
Id.).
Fraud is broken down into a three-step test. First, were the actions of the Defendant intentional or reckless? Second, did the Defendant misrepresent or omit information? Third, did the Plaintiff suffer an actual, quantifiable injury as a result of the misrepresentation or omission. (see
Lawsuit: Adjourned - The Commonwealth of Redmont v. Alexanderlove [2024] FCR 102).
Here, the Plaintiff argues that the Defendant intentionally withheld interest payments. The Defendant, for their part, also admits that the payments were remitted late. Defendant also paid the month of January late. Defendant argues that Fraud did not occur on the fault of Blazora, the Court disagrees. Blazora entirely acquired the contract and began acting on it. They had the onus of performing on the contract. Thus, the Court found the evidence sufficient that the Defendant’s actions were intentional.
As the court has already discussed, we do not find a misrepresentation of the terms. However, the Court does find it important that all of the interest payments were late. The conduct of the Defendant infers that this was a hidden implied term of the agreement, much to the harm of the Plaintiff. Thus, the Court makes the finding that the Defendant has omitted information.
Finally, it is clear that the Plaintiff suffered an actual, quantifiable injury as a result of the omission. The Plaintiff is missing interest payments on the money that they are owed. Therefore, the Defendant has committed fraud.
The Plaintiff argues that the conduct of the Defendant represents Fraud and thus they are enabled to collect the fine. This is not true. While it is possible for a Citizen to claim damages based on criminal charges, only the Department of Justice (formerly the Department of Legal Affairs) can pursue a criminal case. (see
Lawsuit: Adjourned - Matthew100x v. xEndeavour [2022] SCR 21). “The civil court is used to obtain compensation and punitive damages as a result of actions done by the defendant. The civil court is not a citizen laying out criminal charges and pursuing these charges. Instead, civil court should be seen as a party seeking compensation as a result of actions done, whether that be from criminal statute or extraneous circumstances.” (
Id. quoting
Lawsuit: Adjourned - The_Donuticus v. GER et al. [2022] SCR 18). The Commercial Standards Act, which was passed on 12/27/2023 (which is after both SCR cases), explicitly states that civil damages can be collected through “by way of the Legal Damages Act or a succeeding Act of the same nature.” (see
Act of Congress - Commercial Standards Act). Therefore, the Plaintiff cannot collect a criminal fine for the Defendant’s fraud. However, the Plaintiff claims this damage as Punitive Damages. This is allowable.
The Plaintiff argues that a scaling damages test weighs the relative value of non-punitive damages.” Because punitive damages seek to punish individuals for bad behavior… Nexalin did not learn his lesson the first time he was punished for this same offense… the Plaintiff’s increase of punitive damages by 4-5x is reasonable and should be granted by the court.” The Court agrees with the logic, however, refuses to extend the Plaintiff’s idea of a scaling damage test and enshrine it into law. The Court will instead grant damages proportional to the issue at hand to punish the Defendant for their outrageous conduct in omitting the fact that all interest payments would be a month late.
It is expressly outrageous that the Defendant refused to timely pay the interest agreement. It is also expressly outrageous that the Defendant defrauded the Plaintiff by omitting the detail that all interest payments would be late. The Defendant clearly caused this issue to occur. Defendant is a sole proprietorship owned by one of the wealthiest individuals in Redmont. Defendant was on notice because they already had a default judgment granted against them. Therefore, this Court will fully grant the fraud damages plus more to prevent this issue from occurring again.
False Advertising is “The act of authorizing a false advertisement for publication. Subsequent publications of the same advertisement count as separate offenses.” (see
Act of Congress - Commercial Standards Act). “A crime classified under any sub-category of Fraud shall not be charged as Fraud for the same offense.” (see 6(1)(a),
Id.). This court has already found fraud for this offense. This court will not grant duplicative awards.
Misleading Advertising is “The act of authorizing a misleading advertisement for publication. Subsequent publications of the same.”(see
Act of Congress - Commercial Standards Act). “A crime classified under any sub-category of Fraud shall not be charged as Fraud for the same offense.” (see 6(1)(a),
Id.). This court has already found fraud for this offense. This court will not grant duplicative awards.
Market Manipulation is “The act of fraudulently inflating or deflating the value of a company or asset of which you have a responsibility for. Any public company which values its own total market value over $500,000 is expected to have a publicly available, detailed explanation, of how they reached that evaluation. Failure to do so may be considered evidence in a market manipulation case.” (see 8 - Securities Fraud,
Act of Congress - Commercial Standards Act). “Market manipulation is a crime relating to the stock market” (
Lawsuit: Adjourned - Walmart co. v. Olisaurus123 and Montilou [2022] FCR 13). The matter at hand relates to the bond market, not the stock market. Additionally, Defendant is not a public company and thus not required to explain how they have a value exceeding $500,000. Given the above, this claim may be found in favor of the Defendant with no damages awarded to the Plaintiff.
The Federal Court hereby rules in favor of the
Plaintiff, and grants a modified Prayer for Relief.
The Federal Court orders the Department of Justice to fine the Defendant $46,004.97 dollars in Compensatory Damages for failure to pay one month’s interest + 96% of one month’s interest.
Additionally, if the face value of the bond has not yet been paid, the Federal Court orders the Department of Justice to fine the Defendant $260,400 dollars in Compensatory Damages for the face value of the bond.
The Federal Court orders the Department of Justice to fine the Defendant $200,000 in Punitive Damages for “outrageous conduct” in breaching their contract and failing to make any interest payments on time, usually being a month or more late on each interest payment.
The Federal Court orders the Department of Justice to fine the Defendant $275,000 in Punitive Damages for “outrageous conduct” in fraudulent behavior in omitting important implied details within the contract.
The Federal Court orders the Department of Justice to fine the Defendant $234,421.79 in Legal Fees and unfine the Plaintiff’s lawyer the same amount.
The total fine shall be
$1,015,827.761.
As stated before, the Defendant is a sole proprietorship. “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 5(4)
Act of Congress - The Business Structuring Act). The defendant does not have a certificate of incorporation. (see
Business Incorporation Records). Nexalin is the owner of the Defendant (see screenshot below). Therefore, if the defendant cannot pay, Nexalin will be fully liable for all damages from the proceedings of this case.
If the Defendant nor Nexalin has the money to pay for the judgment, an asset seizure warrant can be requested pursuant to this judgment. Please contact this court for further details.
The Federal Court thanks all involved.
