Culls
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Case Filing
IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
CIVIL ACTION
TSE Investment Bank ("TSEIB")
Redmont Trust Services LLC ("RTS")
TSE Risk Analytics LLC ("TSERA")
(collectively, "the Exchange Parties" or "Plaintiffs", represented by Talion & Partners Inc.)
Plaintiffs
v.
Energy Corp. ("ECO") (incorporated entity)
Defendant
I. INTRODUCTION
1. This action arises from fraudulent misrepresentations made by the Defendant in connection with the listing of Energy Corp.'s securities on the Exchange, and from the Defendant's subsequent and continuing breaches of the TSE Group Consolidated Terms of Service ("Group ToS"), the Securities Listing Agreement ("Listing Agreement"), and the laws of the Commonwealth of Redmont, including the Commercial Standards Act and the Contracts Act.
2. The conduct alleged herein is squarely within the class of wrongs for which this Court has repeatedly awarded substantial compensatory and punitive relief. In lcn v. Blazora Corporation [2025] FCR 18, the Court confirmed that "misrepresenting the terms of a financial instrument to investors constitutes actionable misrepresentation," and that "fraudulently omitting material terms of a financial instrument and manipulating the market for the company's own gain constitutes actionable fraud." In the companion case of MegaMinerM v. Blazora Corporation [2025] FCR 27, the Court imposed $275,000 in punitive damages for "outrageous conduct" of precisely the same character engaged in by the Defendant here.
3. Plaintiffs bring this complaint seeking civil penalty units, punitive damages, consequential damages, legal fees, rescission, and such further relief as the Court deems just and appropriate.
II. PARTIES
4. Plaintiff TSE Investment Bank ("TSEIB") is a financial institution registered as a Stock Exchange and Investment Bank under the Commercial Standards Act, and a wholly-owned subsidiary of The Stock Exchange LLC, operating in the Commonwealth of Redmont.
5. Plaintiff Redmont Trust Services LLC ("RTS") is a wholly-owned subsidiary of The Stock Exchange LLC, serving as the central securities depository and custodian for the Exchange.
6. Plaintiff TSE Risk Analytics LLC ("TSERA") is a wholly-owned subsidiary of RTS, acting as the Group's designated market maker and options issuer.
7. Defendant Energy Corp. ("ECO") is an incorporated entity registered in the Commonwealth of Redmont that applied for, and obtained, a listing of its securities on the Exchange. ECO is bound by the Listing Agreement and the Group ToS as a listed company.
III. FACTUAL BACKGROUND
1. On February 22nd, 2026 (EST-Timezone), the Defendant submitted a listing application to TSEIB seeking admission of ECO's securities to public trading on the Exchange.
2. As a condition of listing, the Listing Agreement and the Group ToS required ECO to represent and warrant, among other things, that it: (a) was a legal entity in good standing; (b) maintained a functioning Board and adequate financial controls; (c) had Financial Statements available and regularly updated in accordance with the Commercial Standards Act; and (d) had Total Assets exceeding $50,000 at the time of application.
3. AmityBlamity, acting on behalf of ECO and in her personal capacity, executed or caused to be executed the Listing Agreement and the Group ToS, thereby affirming all representations contained therein.
4. The representations made in the listing application were false, misleading, and fraudulent. Specifically, the Defendant represented that ECO had the capacity and genuine intention to comply with all ongoing financial reporting and governance obligations required of a public company under the Commercial Standards Act and the Listing Agreement, when in truth the Defendant lacked the capacity or intention to do so.
5. In reliance on those representations, TSEIB approved ECO's listing application and admitted ECO's securities to public trading on the Exchange. This reliance was justifiable as a matter of law. The Listing Agreement and Group ToS are formal instruments whose representations are the very basis on which the Exchange exercises its listing function; Plaintiffs were entitled to treat those representations as true, just as the investors in lcn v. Blazora Corporation [2025] FCR 18 were entitled to rely on the issuer's representations concerning a listed financial instrument.
6. This admission constituted a direct financial and operational commitment by the Exchange Parties, including the administration of listing fees, the engagement of custodial services by RTS, and the assumption of ongoing market integrity obligations by TSERA.
7. Following listing, ECO failed to provide monthly Financial Statements within the first seven days of each calendar month as required by Section 4.1(a) of the Listing Agreement.
8. ECO further failed to comply with the financial reporting obligations under Sections 11 and 13 of the Commercial Standards Act, which obligations were expressly incorporated into the Listing Agreement by Sections 4.1(a) and 4.7(a), and into the Group ToS by Section 9.3.
9. ECO failed to maintain the minimum listing requirements and ongoing obligations set out in Chapter II and Chapter IV of the Listing Agreement.
10. At no point did the Defendant cure these breaches or respond adequately to communications from the Exchange. This persistent silence is itself a freestanding breach of the duty of good faith recognised in lcn v. EddieGonza420 [2024] DCR 18, in which this Court held that a "lack of communication and failure to meet [] obligations" violates the principle of good faith under Section 14 of the Contracts Act, and in lucaaasserole v. Naezaratheus [2025] FCR 50, in which a defendant's failure to respond to follow-up attempts was held to breach the implied duty of good faith.
IV. CLAIMS FOR RELIEF
COUNT I: MISREPRESENTATION — RCCA Part VI, Section 2
1. Plaintiffs reallege and incorporate Section II and III as if fully set forth herein.
2. The Defendant committed Misrepresentation under Part VI, Section 2 of the Redmont Civil Code Act. The applicable test is well-settled: the plaintiff must show (1) an intentional or reckless misrepresentation or omission of a material fact; (2) justifiable reliance by the victim; and (3) actual, quantifiable damages: Commonwealth of Redmont v. Rockefeller [2022] FCR 82; FlyingBlocks v. dodrio3 [2023] FCR 9; RelaxedGV v. BlogWorldExpo [2022] DCR 45. Each element is satisfied here.
3. Material misrepresentation. The Defendant made false statements of fact in the listing application and Listing Agreement, specifically that ECO possessed and would maintain the capacity and willingness to comply with all financial reporting and governance obligations required of a public company. Misstatements regarding the terms, capacity, and ongoing compliance of a listed issuer are quintessentially "material" for the purposes of a listing: lcn v. Blazora Corporation [2025] FCR 18 ("misrepresenting the terms of a financial instrument to investors constitutes actionable misrepresentation"; companies "must accurately disclose the terms and conditions of any securities they offer to the public").
4. Justifiable reliance. TSEIB was entitled to, and did, rely on Defendants' formal representations in approving the listing. Reliance on representations made in a formal listing instrument is paradigmatically reasonable.
5. Quantifiable damages. The Exchange Parties suffered loss as a direct result, including operational costs, the engagement of custodial and market-making services, harm to market integrity, and exposure to claims from traders who relied on ECO's continued compliance as a listed issuer: see A__C et al v. Cheapscape [2021] FCR 121 (exchange shares liability for facilitating an instrument based on misrepresentation; demonstrating concretely the operational and reputational harm such misconduct causes).
6. This violation is Intentional in nature. The Defendant knew or ought to have known that ECO could not or would not comply with these obligations at the time the representations were made. The recklessness standard independently suffices: Rockefeller, supra.
7. Plaintiffs seek rescission of the Listing Agreement as the remedy for this count. Rescission is the settled equitable remedy for a contract procured by fraudulent misrepresentation: xerxesmc v. ShinHeYing [2021] FCR 69 ("Under common law tradition, the court has the authority to order the rescission of a contract obtained through fraudulent misrepresentation"); A__C et al v. Cheapscape [2021] FCR 121 ("Contracts induced by material misrepresentations are voidable, and the proper remedy is rescission to restore the parties to their pre-contract positions").
8. Punitive damages are also sought on the basis that the Defendant's conduct was outrageous within the mthe eaning of Part III, Section 3(2) of the Redmont Civil Code Act. The outrageous-conduct threshold is satisfied where a defendant engages in dishonesty, bad faith, and abuse of trust in the financial markets: see MegaMinerM v. Blazora Corporation [2025] FCR 27 (awarding $275,000 in punitive damages for "outrageous conduct" in fraudulent securities behaviour); ItsBlazeX v. Atreides [2024] FCR 84 (a financial institution's failure to honour a promised obligation constitutes "outrageous conduct warranting punitive damages"); Krisztie v. zko0 [2025] FCR 13 ("Punitive damages may be awarded to punish a defendant for their outrageous conduct and deter similar behavior"). Unlike YeetGlazer v. Commonwealth [2025] FCR 34 — where the Court declined punitives because the conduct was merely "careless or poorly handled" and fell short of the outrageous threshold — the conduct alleged here is intentional, dishonest, and directed against the integrity of a public securities market.
COUNT II: BREACH OF CONTRACT — RCCA Part VI, Section 1
1. Plaintiffs reallege and incorporate Section I, II, and III as if fully set forth herein.
2. ECO executed the Securities Listing Agreement with TSEIB, which constitutes a valid and binding contract under the Contracts Act of the Commonwealth of Redmont. The elements of a valid contract — offer, acceptance, consideration, intent, and capacity — are plainly met: Krisztie v. zko0 [2025] FCR 13.
3. ECO materially breached the Listing Agreement by:
(a) Failing to provide monthly Financial Statements within the first seven days of each calendar month, in breach of Section 4.1(a) of the Listing Agreement;
(b) Failing to comply with the financial reporting obligations under Sections 11 and 13 of the Commercial Standards Act, incorporated by reference into the Listing Agreement;
(c) Failing to maintain a functioning Board and adequate financial controls, in breach of Section 2.1(b) of the Listing Agreement; and
(d) Failing to comply with all applicable laws as required by Section 4.7(a) of the Listing Agreement and Section 9.3 of the Group ToS.
4. A party's failure to perform its contractual obligations is a breach of contract entitling the non-breaching party to damages: The_Superior10 v. 5axe [2024] FCR 52; FTL Consulting v. Naezaratheus [2025] DCR 41 (breach under Clause 7(1) of the Contracts Act).
5. No lawful excuse exists for ECO's failure to perform. None of the defences available under Part VI, Section 1 of the Redmont Civil Code Act apply: the Listing Agreement is valid and enforceable; performance was not impossible; and it is ECO, not the Exchange Parties, that committed the first material breach.
6. As a direct result of ECO's breaches, Plaintiffs have suffered harm and are entitled to all remedies available under the Listing Agreement, including recovery of outstanding fees and indemnification pursuant to Section 8.3 thereof, in addition to any remedy the Court sees fit to award under Part VI of the Redmont Civil Code Act. Courts routinely award, in addition to contractual damages, consequential damages for foreseeable losses flowing from breach: Krisztie v. zko0 [2025] FCR 13.
COUNT III: BREACH OF CONTRACT & VIOLATION OF DUTY OF GOOD FAITH — RCCA Part VI, Section 1 / Contracts Act
1. Plaintiffs reallege and incorporate Section I, II and III as if fully set forth herein.
2. By engaging with Exchange Services, the Defendant accepted and became bound by the Group ToS, which constitutes a valid and enforceable contract under the Contracts Act.
3. The Defendant breached the Group ToS by, among other things:
(a) Submitting false and misleading information in the listing application, contrary to the obligations of good faith and accuracy contemplated by Section 16.8 of the Group ToS and the implied covenant of good faith and fair dealing under Section 14(1) of the Contracts Act;
(b) Failing to comply with applicable laws, including the Commercial Standards Act and its reporting requirements, in direct violation of Section 9.3 of the Group ToS; and
(c) Failing to maintain the conduct required of a listed company under Sections 9.1 and 9.2 of the Group ToS, including the failure to respond to Exchange communications.
4. Under Section 14(1) of the Contracts Act, "parties to a contract must perform their duties and exercise their rights in good faith and in a manner that is fair and just": FTL Consulting v. Naezaratheus [2025] DCR 41. This Court has repeatedly held that the duty is breached by evasive conduct, silence in the face of legitimate inquiry, and failure to engage with the counterparty: lcn v. EddieGonza420 [2024] DCR 18 (defendant's "lack of communication and failure to meet their obligations" violates Section 14); lucaaasserole v. Naezaratheus [2025] FCR 50 (concealment and failure to respond to follow-up attempts breaches the implied duty of good faith). The Defendant's failure to cure, respond, or engage following listing falls squarely within this line of authority.
5. The appropriate remedy when breach of contract, violation of the duty of good faith, and fraud are pleaded together is an award of both compensatory and punitive damages: lucaaasserole v. Naezaratheus [2025] FCR 50 ($300,000 awarded for the same stacking of wrongs presented here).
6. Plaintiffs seek punitive damages, and indemnification under Section 7.1 of the Group ToS for all costs, losses, and legal fees arising from the Defendant's breaches.
COUNT IV: MISLEADING CONDUCT IN TRADE OR COMMERCE — RCCA Part VI, Section 3
1. Plaintiffs reallege and incorporate paragraphs 1 through 18 as if fully set forth herein.
2. The Defendant engaged in conduct that was misleading, deceptive, or likely to mislead or deceive the Exchange Parties in connection with the promotion and supply of ECO's listing on the Exchange, within the meaning of Part VI, Section 3 of the Redmont Civil Code Act.
3. Specifically, the Defendant represented, expressly or by conduct, that ECO was a compliant, functioning public company capable of meeting its legal obligations, when this was false. Conduct of this kind is actionable even where technically worded statements are used to create a false overall impression: lcn v. Blazora Corporation [2025] FCR 18 (misleading advertising established where "statements in advertisements that are technically true but still likely to mislead consumers" were made). A fortiori where, as here, the statements are both false and plainly misleading.
4. This conduct was Intentional. Plaintiffs did not fail to exercise reasonable care in relying on the Defendant representations, given that such representations were made formally under the Listing Agreement.
5. Plaintiffs seek civil penalties of up to 250 Civil Penalty Units and rescission as remedies under this count.
COUNT V: FAILURE TO DELIVER GOODS OR SERVICES — RCCA Part VI, Section 4
1. Plaintiffs reallege and incorporate Sections I, II and III as if fully set forth herein.
2. Under the Listing Agreement, ECO agreed to supply ongoing Financial Statements and compliance services as a condition of its listing. ECO failed, without lawful excuse, to deliver these services as agreed, in breach of Part VI, Section 4 of the Redmont Civil Code Act. The elements of a breach of contract claim — existence of a valid contract, breach, and resulting damages — are satisfied: CrackedAmoeba v. IncompleteRiver [2024] FCR 37.
3. Plaintiffs seek civil penalties of up to 200 Civil Penalty Units and specific performance as remedies under this count.
V. PRAYERS FOR RELIEF
48. Plaintiffs seek the following relief, to be assessed by the Court in accordance with Part III of the Redmont Civil Code Act:
(a)50,000$ in Punitive Damages — on the basis that the Defendant's conduct was outrageous, intentional, and involved dishonesty, bad faith, and abuse of trust, warranting punishment and deterrence under Part III, Section 3 of the Redmont Civil Code Act, consistent with the quantum awarded in MegaMinerM v. Blazora Corporation [2025] FCR 27 and lucaaasserole v. Naezaratheus [2025] FCR 50;
(b) 50,0000$ in Consequential Damages — for harm to the Exchange's reputation and market integrity, and for the worsening of conditions caused by the Defendant's failure to comply, consistent with Krisztie v. zko0 [2025] FCR 13;
(c) 450 Civil Penalties Units — as provided under Counts IV and V above.
(d) Rescission of the Listing Agreement as an equitable remedy, as awarded in xerxesmc v. ShinHeYing [2021] FCR 69 and A__C et al v. Cheapscape [2021] FCR 121;
(e) Indemnification by ECO of all Exchange Parties for costs, expenses, and legal fees under Section 8.3 of the Listing Agreement and Section 7.1 of the Group ToS;
(f) Legal Fees — at the rate prescribed by Part III (30% of Total Case Value excluding legal fees), Section 7 of the Redmont Civil Code Act; and
(g) Such further relief as the Court deems just and equitable.
VI. PRE-FILING COMPLIANCE NOTE
49. Section 13.2 of the Group ToS requires good-faith participation in the Group's internal mediation process as a condition precedent to commencing legal proceedings. Plaintiffs confirm that this condition has been satisfied, or alternatively that the Defendant failed to engage in good faith, thereby waiving this condition. Plaintiffs reserve the right to address this issue further at the direction of the Court.
Lead Counsel: Culls on behalf of Talion & Partners Inc.
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 25th day of May 2026
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