Helbiz had ICO in 2018.
Helbiz coin holders lost their money.
Now Helbiz listed on NASDAQ.
Helbiz coin investors filed a class-action case against Helbiz on June 19, 2020.

The Helbiz coin is a security - court desicion: on January 22, 2021

Helbiz may face a Federal Securities Fraud case
19.09.21

Helbiz may face a Federal Securities Fraud case

This is a sequel. Look at the class action and court order.

On October 4, 2021, Plaintiffs won an appeal case against Helbiz. The appeal court canceled the judge's decision about jurisdictions. Appeal order states: "The district court erred in relying on these documents and viewing them most favorably to Defendants. We have considered Defendants’ remaining arguments and find them to be without merit. Accordingly, we VACATE the judgment of the district court and REMAND for further proceedings consistent with this order.".

So, soon Plaintiffs will amend their complaint, and the process will go on in New York Southern District Court. Moreover, as we understand, Plaintiffs are going to make a separate federal securities claim under Section 10(b). Look the order here.

On September 15, 2021, there was an oral argument for the appeal process Barron et al vs Helbiz Inc. As you know, Helbiz had ICO at the beginning of 2018, and in June 2020 Helbiz coin investors filed the class-action case in New Your Southern District court. After 7 months of the pledge stage, the judge recognized Helbiz coin as security and dismissed the case without prejudice in other jurisdictions.

So, the main question was what is this other jurisdiction: does the judge say about federal court instead of the district court, or other countries such as Italy or Singapore?

Mike Kanovits, the plaintiff's attorney, believes that the judge made 3 errors, and District Court should allow plaintiffs to amend compliant in District Court.

Judges of the appeal court are concerned the district court haven't done enough analysis that this isn't a district case, but a federal case of securities fraud.

Robert Heim, Helbiz attorney, believes that judge meant Singapore only when was talking about other jurisdiction. Also, Robert agreed this is a fraud case, not a case of breach of contract.

William Dahill, Skrill's attorney, believes this is a security fraud case that is being disguised in state law claims. For the judge's question, does William consider that other jurisdiction only to mean foreign jurisdictions or another court, William answered he understand the question, but can't read this, because judge Stanton didn't specifically say what jurisdiction means.

The appeal decision may take a few months.

So, all it look like Helbiz and it's officers may face a Federal Securities Fraud case.

Listen the audio of oral argument or it's transcriptio


Clerk
"Judges of the United States Court of Appeals for the Second Circuit. Hear ye! Hear ye! Hear ye! All persons have in business before this the state a turn of the United State Court of Appeals for the Second Circuit draw near, give your attention, and you shall be heard. God save the United States of America and this Honourable Court."

Debra Ann Livingston
Chief Judge
"Please be seated. Good morning, everyone. We have three argued cases on the calendar for this morning and one case on submission. The submitted case is Brady vs Next Realty company. I've been told that Council is present in all the cases to be argued this morning, so I'm going to dispense with a reading the calendar of.. calling the calendar and we're ready to proceed with our first case. Let me just say before we proceed, the mouth sometimes do a muffle sound. So if you could just be conscious of the need to speak up a little bit more than you might in an unmasked argument and lean into the microphone a little. That'll be very helpful."

"The first case is Baron v. Helbiz."

Mike Kanovitz
Plaintiff's attorney
"Good morning, Mike Kanovitz, representing the appellants Ryan Baron et al. Your honors, this case comes before you in a highly unusual posture of having been dismissed by the district court, without even a single opportunity to replead being granted. That unusual disposition is a result of three primary errors that the district court made.

First, the district court misunderstood the Morrison opinion, as being an opinion about limitations on the jurisdiction of the federal courts, when it is.. unequivocally, not such an opinion.

Second, the district court misconstrued the pleading. In fact, properly construed plaintiffs plead a sufficiently domestic transaction to satisfy the Morrison pleading standard regardless.

And third, under any circumstances under this court law rely opinion, and under Rule 15, generally, plaintiff should have been granted leave to amend and had plenty of additional facts to bring to bear."

Debra Ann Livingston
Chief Judge
"Have you didn't formally move for leave to amend, but you say not required under this course"

Mike Kanovitz
Plaintiff's attorney
"We do not file a separate motion, but I can tell you that in every single response, and I think there were the response to the Morrison letter and four motions to dismiss, and every single response we talked about the fact that we believed we were sufficiently pleated, but we had plenty to add by amendment, and talked about the things that we could add by amendment."

William J. Nardini
Senior Judge
"Could I just ask a threshold question? Do we have an initial problem with the lack of subject matter jurisdiction that just cuts off a lot of these discussions at the knees for the failure to allege the citizenship of the name plaintiffs in the complaint? You might be entitled, as you argue, to have a right to repeat this, to ask to file in a minute, to complain to fix that defect.

Well, let me ask you first, you do agree that there is a defect there in the allegations, the subject manager section. and if you do what would be the consequence for what issues we could properly reach now. "

Mike Kanovitz
Plaintiff's attorney
"So, I do not agree that there is a problem with the pleading from a standpoint of subject matter jurisdiction. There is a problem with the style of the pleading, but if you read the pleading properly construed it alleges defendants residing in three separate states as a matter of.."

William J. Nardini
Senior Judge
"… wait a minute. Residing, right?"

Mike Kanovitz
Plaintiff's attorney
"I don't remember the exact wording"

William J. Nardini
Senior Judge
"Isn't that a big difference?"

Mike Kanovitz
Plaintiff's attorney
"Of course, residing and citizenship is different. But again..."

William J. Nardini
Senior Judge
"So, again. How is that not a problem? Tell me that"

Mike Kanovitz
Plaintiff's attorney
"Well, I guess I would say a couple of things.

One is the civil cover sheet, which is part of the complaint does allege states specifically that plaintiffs are a class of 20,000 people consisting of citizens of different states and different countries. So, construing the pleading and its entirety would include the cover sheet. It's part of the pleading."

William J. Nardini
Senior Judge
"But that doesn't necessarily relate to the named plaintiffs, right?"

Mike Kanovitz
Plaintiff's attorney
"It does not necessarily relate to the name plaintiffs, but I believe that CAFA would look at the citizenship of anybody in the class, not just at the citizenship of the name plaintiffs. Separately, because we do satisfy the Morrison standing, we're alleging a fraud. You don't have to plead the law. The facts of the complaint in fact, established federal question jurisdiction because we have successfully satisfied the Morrison standard, which I'll speak about in a moment, and 1331 jurisdiction would follow from that."

Denny Chin
Senior Judge
"And I'm sorry, what's the federal question?"

Mike Kanovitz
Plaintiff's attorney
"The federal question is we've alleged a fraud and connection with securities that has a sufficiently domestic component to it."

Denny Chin
Senior Judge
"But I thought all your claims were based on state law."

Mike Kanovitz
Plaintiff's attorney
"I mean, the only ones we alleged in the complaint are state law claims. But if you look at the facts of the complaint, it would be sufficient to invoke 1331 jurisdiction."

Denny Chin
Senior Judge
"You didn't explicitly allege a federal securities claim, but the district court believed you had, and on that basis, there probably would be federal question."

Mike Kanovitz
Plaintiff's attorney
"I believe that is correct"

Denny Chin
Senior Judge
"You know, it may be that there is a 10B5 claim, and maybe that Morrison is implicated. It seems to be an important question is whether the state law claims are preempted. When do we say this is a federal claim disguised as a state claims? When are you permitted to bring state walk claims separately from the federal claims?"

Mike Kanovitz
Plaintiff's attorney
"The answer is, SLUSA tells us, tells us Congress is intent with regarding that you may not bring a state law claim concerning a security if it is a covered security under SLUSA, the Helbiz coin that the defendant issued here..."

Denny Chin
Senior Judge
"Well, I guess the question is, why doesn't SLUSA preclude your state law claims here?"

Mike Kanovitz
Plaintiff's attorney
" … because Helbiz coin is not a covered security. It was not traded on a national exchange, and it is not superior in rights to a security that was traded on the national exchange, and that is the scope of the SLUSA preemption"

Denny Chin
Senior Judge
"There can only be preemption if SLUSA applies, or is there some other basis for preemption?"

Mike Kanovitz
Plaintiff's attorney
"There's no other basis that anyone has pointed to for preemption. It would be a judicial expansion of SLUSA that I have not seen, and certainly, Morrison says nothing about preemption"

Denny Chin
Senior Judge
"There can only be preemption if SLUSA applies, or is there some other basis for preemption?"

Mike Kanovitz
Plaintiff's attorney
"There's no other basis that anyone has pointed to for preemption. It would be a judicial expansion of SLUSA that I have not seen, and certainly, Morrison says nothing about preemption."

Denny Chin
Senior Judge
"And what is your best viable state law claim that's not... not a fraud claim?"

Mike Kanovitz
Plaintiff's attorney
"I mean, contract is not a fraud .."

Denny Chin
Senior Judge
"Which of contract.."

Mike Kanovitz
Plaintiff's attorney
"I guess technically, the consumer protection claim is not a common law fraud claim"

William J. Nardini
Senior Judge
"So I guess I'm a little confused, because on the one hand, I think you're arguing that your state law claims are not preempted, and that what you're really fighting here are state law claims, right.

But then you're saying... but we also have federal question jurisdiction. So I don't quite understand. Are you saying that yes, we really are bringing a federal claim or no, no, it's not preempted, there's no federal law involved here. I don't quite understand that.

Could you just clarify that a little?"

Mike Kanovitz
Plaintiff's attorney
"Yes, please, and thank you for the question.

So what we are saying is we brought state law claims which are alleged in the complaint. The facts of the complaint are sufficient to state a claim under federal securities laws, which would give 1331 jurisdiction, and the relevant pleading requirement is not that you plead propositions of law. It is that you plead a short, plain statement of the facts giving rise to."

William J. Nardini
Senior Judge
"But you're saying I you disclaim at federal claim, you can still have federal question jurisdiction."

Mike Kanovitz
Plaintiff's attorney
"We would sharpen it and make it specific on amendment, but we are not disclaiming the ability to bring a securities claim.

We simply filed a case which, frankly, was in a rush because we had the smart contract destruction in pending, and we listed only state law claims at that time."

Debra Ann Livingston
Chief Judge
"So you listed state law claims, but if offered the opportunity to reload, you would be pleading both state law and security claims, is that?"

Mike Kanovitz
Plaintiff's attorney
"We would specifically name securities claims. I do believe that the facts for the securities claim are already pleaded.

One further point on the diversity jurisdiction. Start getting back to your first question, Your Honor, the judge said "I find that there are citizens of foreign countries named in this complaint". So the judge construed the complaint as containing plaintiffs name plaintiff who are citizens of foreign countries. He only gave credit to Ryan Baron as a citizen of Texas as being a US citizen.

So, although..."

William J. Nardini
Senior Judge
"We have an independent obligation to ascertain our jurisdiction, and if we thought that the district court looks beyond the pleadings, beyond the complaint, to determine that if we were felt ourselves constrained to find that that was error, we would be under an obligation to find a subject matter jurisdiction right?"

Mike Kanovitz
Plaintiff's attorney
"I agree the court does have an obligation to consider its own jurisdiction. The judge did not look beyond the complaint. He based it on their last name."

Debra Ann Livingston
Chief Judge
"Could you briefly address that... I know your time is expired because you briefly... address how assuming these are securities claims. How you've satisfied Morrison?"

Mike Kanovitz
Plaintiff's attorney
"Yeah, thank you, Your Honor. So, at this cruel set out an absolute activist, and in the Tower Research case, what's required is a domestic transaction. A domestic transaction can be stated in several ways. One is that either the buyer or the seller side of it became irrevocably bound to the purchase in the United States. On that point, the complaint alleges that a domestic corporation created a cryptocurrency in New York and sold it on its website. The website, it operated in Kansas.

That is a sufficiently domestic transaction. If we were to amend, we could specifically say you hit the buy button. It says, thank you for your purchase. But considering our complaint in the light most favorable, we have already alleged that artical liability took place on that server. That is a domestic transaction. Separately, ... and this is actually, let me just say, under this court's opinion in the Tower Research case, two completely foreign purchasers and buyers are nonetheless found to engage in a domestic transaction because they were matched on an electronic platform in Illinois.

Here we have a far more domestic transaction where the seller is unequivocal, a US Corporation, and it sold it on its own website, which was also domestic.

That said, we also saw a leaf to amend to talk about how the Etherium network operates to transfer title to the coins. That is a separate way of finding a domestic transaction under... under absolutely activist.

And we are prepared to add those amendments. To be clear that, as this quarter said, that is necessary but not sufficient, it would probably be unattractive to say every coin sale that ever takes place on Ethereum is subject to 10B, and that is not our position. But the connection to the United States is such that title does transfer on Ethereum in the United States, and then you would be applying essentially a Park Central Global type test to say, is it so predominantly forward that 10B doesn't apply, and that's not this case because again, we have a US Corporation issuing the currency making the statements conducting the fraud from New York.

So with that may reserve the rest of my time for a battle."

Debra Ann Livingston
Chief Judge
"Yes, I’ll hear from your adversary"

Robert Heim
Helbiz attorney
"Good morning, and may I please the court, my name is Robert Him and I'm representing Helbiz Inc. and its officers. The district court correctly applied the Morrison test and dismissed the complaint when it concluded that the Supreme Court's decision in Morrison, barred the plaintiffs from bringing this claim in federal court. This case involves a foreign issuer, a Singaporean company..."

Denny Chin
Senior Judge
"Let's assume you're right on that. Why wasn't it an abusive discretion to deny leave to amend?"

Robert Heim
Helbiz attorney
"Well, Judge, in the answer to that is because it would be futile, the plaintiff has already said in their briefing papers. It pages 15 through 18. What they want to amend. They want to amend to allege the citizenship of one of the lead plaintiffs. They want to discuss the post ICO transactions in the Helbiz coin. But none of those factors will get the plaintiff beyond the burden that they have to carry to show that this was a purchase that occurred in the United States."

Denny Chin
Senior Judge
"I mean, shouldn't there be a separate analysis of the state law claims, assuming there's 10B5 claim, and Morrison bars? It should there have been a separate analysis as to whether any of the state law claims should survive a contract? It's not a fraud claim."

Robert Heim
Helbiz attorney
"No, I don't think so, because here and this is common in lots of cases, the district court has the ability to look through how the claims are technically pled, whether it's a breach of contract or some other claim. And look at the facts that are alleged to complain. Here, it's clear beyond a doubt that the plan up is alleging fraud, they're talking about misrepresentation..."

Denny Chin
Senior Judge
"Can't you allege both fraud and breach of contract? Isn't that theoretically possible?"

Robert Heim
Helbiz attorney
"It is possible"

Denny Chin
Senior Judge
"But should an analysis have been done to determine whether that was possible here or viable here to have both?"

Robert Heim
Helbiz attorney
"No. Because I think even if you look at the state law claims, they're all grounded in fraud. The complaint for each of the state law claims, for example, starts off every cause of action, reincorporate and releases all of the material that came before in the complaint, and... I think the plaintiff's argument really proves too much.

If the plaintiff is allowed to proceed with state law claims, and make these sort of allegations that are all through the complaint in terms of "pump and dumps" and calling my clients "charlatons", it's going to open up the floodgates to any sort of plaintiff in these actions to just stylize that a reality fraud claims as state log breach of contract claims or other types of claims of that nature.

So, the Congress and this court and the Supreme Court has a carefully constructed framework under which securities class actions are supposed to proceed... "

Debra Ann Livingston
Chief Judge
"Well, maybe this claim would run into some problems. This case would run into some problems a little later in the preceding.

But here is why isn't it a problem that we don't have the district court...? The district court doesn't talk about utility.

It doesn't analyze, doesn't tell us how it came to the conclusion that the state claims were federal securities claims. So we really don't have a a lot going in terms of the analysis."

Robert Heim
Helbiz attorney
"Well, I think for this court purposes, if it does find that the Morisson test does apply and it's rightfully applied that that analysis doesn't have to go to the next step, because, it is, at its heart, a fraud case securities... fraud case brought as a class action. And I think the district court did exercise its discretion appropriately"

William J. Nardini
Senior Judge
"Can I ask you to address the question of subject matter diction and let's just start with the immediate question: do you think that we have subject matter jurisdiction?"

Robert Heim
Helbiz attorney
"No, I don't think that there's subject matter jurisdiction here because the plaintiff has a burden of alleging in the complaint what the citizenship is or the domicile of each of the parties to the case. Plaintiff has failed in meeting that burden. Here it's particularly important because there's issues surrounding extraterritoriality and where the locus of these transactions occurred."

Denny Chin
Senior Judge
"Why shouldn't the plaintiffs be given leave to amend a complaint to address citizenship? Well, given that there's a showing otherwise that the one plaintiff was from Texas"

Robert Heim
Helbiz attorney
"That runs into the same problem, because even if the plaintiffs of amends the complaint, alleges that one of the lead plaintiffs is domiciled or has citizenship in Texas, that still does nothing to show where the purchase or sale of the Helbiz coin occurred."

Denny Chin
Senior Judge
"But it would address the CAFA jurisdiction issue, the diversity issue"

Robert Heim
Helbiz attorney
"Well, one of the .."

Denny Chin
Senior Judge
"My question was why shouldn't the plaintiff be allowed to amend to allege citizenship?"

Robert Heim
Helbiz attorney
"Well, just stick as..."

Denny Chin
Senior Judge
"Because the claims fail on the merits. That's what you're saying?"

Robert Heim
Helbiz attorney
"Well, not really, because they run into other issues with the $5 million thresholds for jurisdiction... but .. but ... but just to allow them to amend and to... to.. to kind of restart the process. There is a case log from the Southern District in this court that says if a case can survive a motion to dismiss and an amendment would be futile, and I think that reasoning should apply to this court analysis of whether to allow the plaintiff to amend with respect to jurisdiction.

It's not going to get the plaintiffs anywhere close to meeting the other standards of Morrison that would allow their case to survive a motion to dismiss."

William J. Nardini
Senior Judge
"Can I ask just one follow-up question on that? If we were to accept your position that there is no subject matter jurisdiction, wouldn't the proper disposition have been dismissed without prejudice, meaning that your opponents would not face the preclusive effect of this judgment?

And I wasn't sure how to read the district court judgment. On the one hand, it seems to be ruling on the merits on Morrison, which would then with prejudice, which would mean they couldn't file this case again in some other place.

On the other hand, the judge said something in the decreed language. I can't remember the details, but to the effect of this is not without prejudice to this being filed and some other jurisdiction, which would suggest that without prejudice.

So I guess maybe there are two questions there's. One is what do you think the district court did? Do you think the district court dismiss with or without prejudice? And if it was with prejudice and your review is that we lack subject matter jurisdiction, why should we not, at a minimum, if we agree with you on everything, amend that or direct the district court to amend that?

So, the dismissal is without prejudice, because if we and the in the district or lacks jurisdiction had no power to rule on the merits."

Robert Heim
Helbiz attorney
"Yes, Your Honor. Well, I do think it was a dismissal with prejudice, at least for refiling in federal court. I think the district court clearly indicated that the plaintiffs could go to Singapore or another appropriate jurisdiction, which is clearly locus of these transactions..."

William J. Nardini
Senior Judge
"What does that mean with prejudice with respect to federal courts?"

Robert Heim
Helbiz attorney
"Well, the district court's wording said that the court was dismissing the complaint without prejudice to refile in an appropriate jurisdiction."

William J. Nardini
Senior Judge
"But how does that work? I guess I'm not familiar with that variety of with half prejudices, like half half or something."

Robert Heim
Helbiz attorney
"Yeah, I think with.. the district court was conveying was that there would not be rescue recata or collateral stall effects if the plan..."

William J. Nardini
Senior Judge
"..meaning this without prejudice"

Robert Heim
Helbiz attorney
"Well, if they went to Singapore. Yes"

William J. Nardini
Senior Judge
".. but that's a question for Singaporean courts to decide whether they didn't have such a thing as rescue to kind of right"

Robert Heim
Helbiz attorney
"That's true"

William J. Nardini
Senior Judge
"So, the district court had no power to really opine on what the effect in foreign court would be because Lord knows what rules any given foreign countries courts would apply.

But at least domestically, it's either with prejudice or without not sort of with prejudice with respect to federal courts. Right.

I don't understand how you slice it that, then."

Robert Heim
Helbiz attorney
"Well, yes, I do think it was with prejudice. I would say that"

William J. Nardini
Senior Judge
"Then why is that permissible if there was no subject matter jurisdiction?"

Robert Heim
Helbiz attorney
"Well, I think the district court would be entitled to engage in the same analysis. Even if they reached that conclusion as to whether or not it would be futile to allow the plaintiffs to amend their complaint, given all of the other problems that the district court identified with regards to the Morrison test, even if the court did decide to dismiss it with prejudice. Thank you."

Debra Ann Livingston
Chief Judge
"Well, here the battle. Oh, I'm sorry"

William Dahill
Skrill's attorney'
"Thank you. May I please the court, William Dahil, Dunnington Bartholow Miller for the Skrill respondents. I will just pick up on a couple of items that the court has been addressing with Mr. Him. There's not because the state law claims weren't specifically addressed, which would impact my clients. I wasn't ... I don't have anything specific to say unless there are questions, but to Judge Arden's question and point about the language of the basis of the dismissal, the language is the complaints are dismissed without prejudice to renewal in other jurisdictions.

So it's on its face. I read the dismissal is being without prejudice to take it where it belongs. And also, although I do believe there's a subject matter jurisdiction flaw in this particular case, I don't believe that I don't read anything in Judge Stanton's decision, which Stanton's decision which addressed that specific point.

So, I understand the question that was raised. The interpretation I've had is that I'm dismissing on the merits based on the fact that this is a security fraud case that is being disguised in state law claims that therefore, under Morrison is subject to 12B6 dismissal in the United States.

That's the basis."

William J. Nardini
Senior Judge
"Do you consider other jurisdictions only to mean foreign jurisdictions? What if they filed it, I don't know, imagine an appropriate state court that had some New York Supreme Court"

William Dahill
Skrill's attorney'
"As it's silent on that. Your Honor, I would imagine that if they were to file and state court would be it has to be addressed at that stage, whether or not there are state law claims, so I can't read it. I understand what your question is, but I can't read it because he doesn't specifically say what jurisdiction means: other than a federal court or whether it means a foreign jurisdiction.

With regard to the questions that have come up about amending or not having had the opportunity to amend, what I will state is that this case, and it's not like the Loreley case which Council submitted the other day in which the party in question, was actually essentially told you cannot amend or you have to choose now to amend or not.

The issues that are before the court here were raised over the course of many months of briefing and specifically in regards to the court below, sue responting asking for a substantive briefing on the particular issue.

And while yes, there were statements made in papers throughout, such as while Mr. Baron is a citizen of Texas, notably at no time was there ever a statement Mr. Barren was a citizen of Texas who made a purchase of Helbiz coin while in Texas. Nonetheless, there was nothing submitted in terms of there was plenty of opportunities to say here is my proposed complaint that will address all of the issues that the court has raised.

Also, that will address all of the issues that have been raised in the three or four other emotional to dismiss. That opportunity was present for Council throughout this entire process. And all that's been proffered since then is even today for the first time, if I understood correctly, is maybe repeating to add 10B5. The fact is that in our view, the Court exercise discretion that it had to determine at this party had not sufficiently shown that it can cure the defects which had been raised, which go to subject matter jurisdiction go to the substantive nature of the claims and also the underlying state law claims.

Were we to ever get to that on those bases? Judge Stanton's opinion addresses a situation in which, similar to the Donal case, Council tried to take a state or federal claim, dress it up in state law clothes and say based on this that we should be able to go forward even though the very first paragraph calls it a fraud. Up to the paragraph 166 calls it a fraud. So in these grounds you're on are in addition to excuse me for these reasons, we believe that the opinion should be affirmed."

Debra Ann Livingston
Chief Judge
"Thank you."

Mike Kanovitz
Plaintiff's attorney
"Thank you, honor. Regarding the Loreley point, we were denied leave to amend. The judge had the clerk enter judgment on his opinion two days after he entered it, the case was dismissed. That would have put us under a Rule 59 posture, not a Rule 15 posture. It is not correct to say that we failed to take some step that we needed to take in terms of requesting leave to amend. Let me address the point that there's a foreign issuer here that is not a fact for purposes of the motion to dismiss that we confronted.

The only document that they provided is this Terms and Conditions document, and I know the court is familiar with the record, so I'm not going to go into the litany of evidence we put in to cast out on that document, but I will talk about three points about it.

First is you have a docket data it's from purchase, saying "I used the ICO website. That document isn't on there".

Separately, in the briefing in response to the motion where that document first appeared, it was a surprise to us.

Nobody had ever seen it before. And we went and did research on Helbiz Mobility Systems PT Ltd. and we put into the record document for Docket 45 / 3. The official record of the corporate Registrar in Singapore, which says Helbiz Mobility Systems PT Ltd. is struck off of our records because it never did business.

And there's actually a sworn declaration to that effect from a person purporting to be Secretary of the company, who happens to also be partners in another company with this guy Monni, who out of nowhere comes and says, I'm in Singapore, but here's... ". Under any circumstances, it's a 12B6.

It shouldn't have been considered if it is viewed as evidence on a 12D1, we should have had a hearing. I mean, I should have been able to call Mr. Paella and question him about all of the statements he's made, taking credit for the ICO. And a lot of those examples are played in the complaint. You can also see it in the white paper at Appendix 92. He says "This is our ICO. We're using this money to build our platform".

As far as the contract claim, there is a contract. We have an offer to sell and we have a responding purchase. The question is, what are the terms of that contract is completely proper to plead in the alternative fraud in contract. If we're not able to prove to enter, it is still the case that they didn't do what they promised to do. And even if you think that there is somewhere out there lurking Singapore based issuer, the promises are made in Helbiz name, Helbiz says "we're going to do this". We are only going to accept Helbiz coin.

Those are breached and we are prepared to repeat it's. Not just the only things I talked about this morning. For example, we can replead and have named us citizen purchasers in the ICO and on the secondary markets. To your point, this clearly was a with prejudice filing, at least as to the Morrison claim. It can't be the case that he was saying Morrison prevents me. The judge from hearing this case, you can go to other jurisdictions and a court, or more on claim. But those things are not consistent.

My time is up. But may I summarize?"

Debra Ann Livingston
Chief Judge
"You can take two sentences to summarize."

Mike Kanovitz
Plaintiff's attorney
"Okay. This case is about a domestic fraud that hurt an awful lot of people. Those people are … may have three? Those people are citizens of both the US and foreign countries, and they're entitled to their day in court. Thank you."

Debra Ann Livingston
Chief Judge
"Thank you. Thank you all, and we'll take the matter under advisement."