Holland V Cryptozoo Inc Et Al

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Case 1:23-cv-00110 Document 1 Filed 02/02/23 Page 1 of 26

IN THE UNITED STATES DISTRICT COURT


FOR THE WESTERN DISTRICT OF TEXAS
AUSTIN DIVISION

DON HOLLAND, individually and on behalf of §


all others similarly situated, §
§
Plaintiff, §
§ Civil Action No. 1:23-cv-110
vs. §
§ JURY TRIAL DEMANDED
CRYPTOZOO INC., a Delaware Corporation, §
LOGAN PAUL, DANIELLE STROBEL, §
JEFFREY LEVIN, EDUARDO IBANEZ, §
JAKE GREENBAUM a/k/a CRYPTO KING, §
and OPHIR BENTOV a/k/a BEN ROTH, §
§
Defendants. §
§

COMES NOW, Plaintiff Don Holland (“Plaintiff”), on behalf of himself and all other

similarly situated individuals, and alleges on personal knowledge, investigation of his counsel, and

on information and belief, the following claims against Defendants CryptoZoo Inc., Logan Paul,

Danielle Strobel, Jeffrey Levin, Eddie Ibanez, Jake Greenbaum a/k/a Crypto King, and Ophir

Bentov a/k/a Ben Roth (collectively, “Defendants”):

I. NATURE OF ACTION

1. Plaintiff Don Holland is a police officer residing in Round Rock, Texas who

purchased digital currency products from Defendants.

2. CryptoZoo Inc. is a Delaware corporation that created and/or sells digital currency

products in the form of a digital currency called Zoo Tokens, which could be used to purchase

Defendants’ other products, CryptoZoo Non-Fungible Tokens (“CZ NFTs”), for use in its online

game CryptoZoo. Non-Fungible Tokens (“NFTs”), as discussed below, are a form of digital assets

that can be purchased, sold, and transferred on the Binance blockchain.

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3. Logan Paul is an entertainer with a sizeable online audience. Based on his own

statements, information, and belief, he is a founder and majority owner of CryptoZoo Inc.

4. Danielle Strobel is Logan Paul’s assistant and one of the founders of CryptoZoo

Inc.

5. Jeffrey Levin is Logan Paul’s manager and one of the founders of CryptoZoo Inc.

6. Eduardo Ibanez is the lead developer of CryptoZoo and one of the founders of

CryptoZoo Inc.

7. Jake Greenbaum a/k/a Crypto King is one of the founders of CryptoZoo Inc.

8. Ophir Bentov a/k/a Ben Roth is the manager of the CryptoZoo community.

9. Defendants promoted CryptoZoo Inc.’s products using Mr. Paul’s online platforms

to consumers unfamiliar with digital currency products, leading to tens of thousands of people

purchasing said products. Unbeknownst to the customers, the game did not work or never existed,

and Defendants manipulated the digital currency market for Zoo Tokens to their advantage.

10. The Defendants executed a “rug pull,” which is a colloquial term used to describe

a scheme in which an NFT developer solicits funds from prospective NFT purchasers promising

them certain benefits. Once the purchasers’ funds are used to purchase the NFTs, the developers

abruptly abandon the project and fail to deliver the promised benefits all while fraudulently

retaining the purchasers’ funds.

11. As part of Defendants’ NFT scheme, Defendants marketed CZ NFTs to purchasers

by falsely claiming that, in exchange for transferring cryptocurrency to purchase the CZ NFT,

purchasers would later receive benefits, including, among other things, rewards, exclusive access

to other cryptocurrency assets, and the support of an online ecosystem to use and market CZ NFTs.

In reality, soon after completing the sale of all their CZ NFTs, Defendants, together with others,

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transferred millions of dollars’ worth of purchasers’ cryptocurrency to, among other places, wallets

controlled by Defendants.

12. Acknowledging CryptoZoo’s failings on January 13, 2023, Mr. Paul released a

video promising to (1) “burn” his and Mr. Levin’s Zoo Tokens, (2) create a “rewards program for

disappointed Base Egg and Base Animals holders,” and (3) to finish and deliver the game. The

rewards program involves “burn[ing] your Base Egg or Base Animal for the mint price (0.1

Eth/equivalent in BNB)”—only two of three sets of CZ NFTs in CryptoZoo. The program does

not include Defendants’ profitable Zoo Tokens used to participate in the failed CryptoZoo or the

third set of CZ NFTs, Hybrid Animals.

13. Around the same time, Mr. Paul—or someone acting on his behalf—posted

messages to the CryptoZoo community confirming the exclusion of consumers who had already

sold CZ NFTs from the “rewards program.”

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14. Paul also posted that no one in the CryptoZoo community should put any more

money into CryptoZoo, framing it as an investment, before saying CryptoZoo was “not intended

as an investment vehicle.”

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15. Mr. Paul stated he “would no longer be the scapegoat for anyone’s financial

decisions” in denying responsibility for Plaintiff and the CryptoZoo community’s losses.

16. This action seeks redress from Defendants for their fraudulently promoting and

selling products that did not function as advertised, failing to support the CryptoZoo project, and

manipulating the digital currency. Defendants operated this fraudulent venture to exploit and steal

from Plaintiff and other customers who trusted Mr. Paul’s false representations. As a result,

Defendants defrauded Plaintiff and thousands of other consumers, and unjustly enriched

themselves by profiting off Plaintiff and others without delivering on their promises.

17. Plaintiff is one of numerous consumers who purchased Zoo Tokens from

Defendants and who was damaged by Defendants’ manipulation of the Zoo Token market.

Plaintiff seeks past and future compensation for Defendants’ fraudulent actions and other damages

available under his causes of action.

II. SUBJECT MATTER JURISDICTION AND VENUE

18. This Court has original jurisdiction of this action under 28 U.S.C. § 1332. This

controversy is between citizens of different states, and the matter in controversy exceeds the sum

or value of $75,000, exclusive of interest and costs.

19. Venue in this Court is proper under 28 U.S.C. § 1391(b). The claims asserted in this

action arose in this district; a substantial part of the activities, conduct, and/or damages giving rise

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to the claims occurred in this district; and Defendants have substantial contacts with this district.

III. PARTIES AND PERSONAL JURISDICTION

20. CryptoZoo Inc. is a Delaware corporation with a listed address of 20 Greene Street

#4, New York, NY 10013, and its registered agent, United States Corporation Agents, Inc., located

at 221 N. Broad St., Suite 3, Middletown, DE 19709-1070.

21. Logan Paul is a United States citizen who may be located at 118 Dorado, Beach E,

Dorado, PR 00646-2093.

22. Danielle Strobel is a United States citizen who resides at 5107 Williams Fork Trail,

Apt 211, Boulder, CO 80301-3477.

23. Jeffrey Levin is a United States citizen who resides at 953 Glenhaven Drive, Pacific

Palisades, CA 90272-2202.

24. Eduardo Ibanez is a United States citizen who resides at 53 Kings Highway N.,

Westport, CT 06880-3004.

25. Jake Greenbaum a/k/a Crypto King is a United States citizen who resides at 7311

Avalon Blvd, Alpharetta, GA 30009-2503.

26. Ophir Bentov a/k/a Ben Roth is a United States citizen who resides at 21221 Oxnard

St., Apt 457, Woodland Hills, CA 91367.

IV. BACKGROUND ON DIGITAL ASSETS, CRYPTOCURRENCY, AND NFTS

27. A “cryptocurrency” is a digital or “virtual” currency circulated over the Internet as

a form of value. Cryptocurrencies are created, and their transaction records are verified and

maintained, by a decentralized system using cryptography, rather than through a centralized

authority like a bank or government. Like traditional fiat currency, there are multiple types of

cryptocurrencies—e.g., Bitcoin, Ether, and Binance Token (“BNB”). Due to its decentralized

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nature and limited regulation, cryptocurrency users can transfer funds over the blockchain more

anonymously compared to traditional banking and credit systems.

28. Cryptocurrency owners typically store their cryptocurrency in digital “wallets,”

which are identified by unique electronic “addresses.” Wallets allow cryptocurrency users to store

and retrieve their digital assets, and can hold multiple cryptocurrencies. Each digital wallet has a

unique cryptographic address, which is used to facilitate transfers of cryptocurrency between

wallet addresses.

29. These types of cryptocurrency transactions are completed using (1) a “public key,”

which is akin to a bank account number or public-facing email address, and (2) a corresponding

“private key,” which is akin to a bank 4-digit PIN or email password that allows a user the ability

to access and transfer value or information stored at the public address. Users may transfer

cryptocurrency to the public address represented as a case-sensitive string of letters and numbers,

26 to 36 characters long. Each public address is controlled and/or accessed using a unique

corresponding private key. Only the holder of an address’s private key can authorize transfers of

cryptocurrency from that address to another cryptocurrency address. A user may control multiple

public blockchain addresses simultaneously.

30. Each cryptocurrency transaction, regardless of the cryptocurrency denomination, is

recorded on a “blockchain,” which acts as a public accounting ledger. Unlike a traditional bank’s

ledger, the transactions reflected in a blockchain are distributed across numerous participants that,

together, form a network. For each cryptocurrency transaction occurring on a blockchain, the

blockchain public ledger records, among other things, the following transaction details: the date

and time; the unique cryptocurrency addresses involved in the transaction, including the addresses

of the sending and receiving parties; and the amount of cryptocurrency transferred.

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31. The blockchain does not identify the parties who control the cryptocurrency

addresses involved in each transaction. However, because each cryptocurrency address is unique,

anyone can review other transactions recorded on the blockchain related to the transfer and trace

the flow of cryptocurrency. Tracing cryptocurrency to a particular user can be complicated,

however, by a user’s reliance on multiple cryptocurrency addresses to transfer funds or the use of

“mixers,” which, in practice, can be used to obscure the link between the sender and receiver of

transferred cryptocurrency by commingling cryptocurrencies from multiple transferring parties

into a pool before sending specific amounts on to an intended recipient.

32. An NFT is a unique digital item that is recorded on a blockchain and cannot be

copied, substituted, or subdivided. In other words, each NFT is a one-of-a-kind digital item. NFTs

can also be transferred on the blockchain. Many NFTs exist as part of the Ethereum blockchain.

Like cryptocurrencies, NFTs are uniquely identifiable on the blockchain. Once minted, an NFT

can no longer be edited, modified, or deleted.

33. NFTs can be created in multiple forms, but one of the most common types of NFTs

is an image data file similar to a .jpeg image file. However, unlike a .jpeg image file, the NFT

provides the owner with an electronic image and corresponding certificate of ownership. NFTs

can also act as a “utility” token, allowing an NFT owner to access reward programs, giveaways,

and access to other digital assets by virtue of their NFT ownership.

34. NFTs are created through a process referred to as “minting” and relies on the use

of a “smart contract.” A smart contract is a piece of computer code that runs on a blockchain. In

simple terms, a smart contract is a program that automatically executes defined tasks when and if

certain conditions are met. A smart contract system often follows “if . . . , then . . .” statements.

For example, a smart contract might be coded to release electronic currency to a party

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automatically upon the occurrence of an agreed-upon event without the need for further action by

either party to the contract. The minting of NFTs relies on smart contracts to govern the creation,

sale, and any subsequent transfers of the NFTs after minting. NFT smart contract code is publicly

viewable on the blockchain.

V. MISNOMER / ALTER EGO

35. In the event any parties are misnamed or are not included here, it is Plaintiff’s

contention that such was a “misidentification,” “misnomer,” and/or such parties are/were “alter

egos” of parties named here. Alternatively, Plaintiff contends that such “corporate veils” should

be pierced to hold such parties properly included in the interest of justice.

VI. PRINCIPAL-AGENT LIABILITY

36. All allegations here of acts or omissions by Defendants include, but are not limited

to, acts and omissions of such Defendants’ officers, directors, operators, managers, supervisors,

employees, affiliates, subsidiaries, vice-principals, partners, agents, servants, and owners. Plaintiff

alleges that such acts and omissions were committed or made with express and/or implied authority

of the Defendants, or were ratified or otherwise approved by the same Defendants; or otherwise

that such acts or omissions were made in the routine, normal course of the actor’s employment or

agency, and within the scope of the agency or employment, as the case may be.

VII. FACTUAL ALLEGATIONS AS TO PLAINTIFF

37. Plaintiff began investing in cryptocurrency in 2016. In 2021, Plaintiff was told by

his son about a new NFT project with Logan Paul. CryptoZoo was promoted by Mr. Paul as a

“game that makes you money” with a “massive team” supporting it, funded by “like a million”

dollars Mr. Paul claimed to have invested. In August of 2021, Defendants released the Zoo Tokens,

CZ NFTs, and CryptoZoo’s terms stating “[Defendants] will strive to do the best for the project

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and the community.” See Exhibit 1. Shortly thereafter Plaintiff invested an initial $1,000 to

purchase Zoo Tokens, which he used to purchase an CZ NFT.

38. After the launch date came and went, the investment initially went down in price

before going up and then back down which is when a lot of individuals began to fear the project

due to lack of positive developments. Like others, Plaintiff thought there was long term merit in

the project due to the false affirmations by the development team, including from Ben Roth. It was

a steady drip of information on positive developments—which were untrue—that led him to

believe the project was legitimate. Accordingly, Plaintiff spent an additional approximately $2,000

after his initial investment for a total of $3,000.

39. Once he saw Logan Paul announce another NFT project and started ignoring ZOO,

he realized his money was likely lost. CryptoZoo was never released as advertised and the value

of the Zoo Tokens and CZ NFTs plummeted.

40. The value continued to drop because Defendants manipulated the market for Zoo

Tokens by buying and selling them in bulk. Defendants caused Plaintiff to effectively lose the vast

majority of the value of the assets (~$3,000) he used to purchase the Zoo Tokens.

41. Defendants’ scheme caused damages to Plaintiff and other consumers. Defendants

knew consumers like Plaintiff would be convinced to purchase their products by Defendants’ false

representations of profit and a functional game.

42. On information and belief, Defendants made the business decision to forego an

expensive and time-consuming process to create a functional CryptoZoo game or support it, and

instead deliberately undertook a scheme to defraud Plaintiff and other consumers.

43. On information and belief, June 11, 2021, was considered internally by Defendants

as “Zoo Day,” the day upon which they released—without any public notice—their digital

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products for purchase on the Binance blockchain. On Zoo Day, and until the release was publicly

announced, Logan Paul, Danielle Strobel, Jeffrey Levin, Eddie Ibanez, and Jake Greenbaum a/k/a

Crypto King purchased these digital products at an artificially low value. Soon after the project

was publicly announced, Eddie Ibanez, Jake Greenbaum, and potentially other Defendants, sold

large amounts of the digital products for an immediate and large profit, effectively stealing the

money of consumers who had invested. Defendants knew they were supposed to hold onto any

early purchased digital products until months after the public release because they knew that

selling before then constitutes a “rug pull” and is fraudulent. Due to the unconscionability of

Defendants’ fraudulent scheme, Defendants should disgorge the revenue, profit, and any other

gains made therefrom to Plaintiff.

44. On information and belief, Defendants manipulated the Zoo Token market. Their

standard operating procedure has been to promise products they failed to deliver on only to

abandon the project and community they promised to support. Due to these unconscionable

practices, Defendants should disgorge any revenue, profits, or any other gains from their scheme

to Plaintiff.

45. Logan Paul and Defendants knew or should have known that they were falsely

advertising a non-functional product and that consumers would be deceived by their false

representations. Defendants acted with reckless disregard when they made such false

representations and are responsible for Plaintiff’s damages.

VIII. CLASS ACTION ALLEGATIONS

46. Plaintiff brings this action under Rule 23(b)(2) and (3) of the Federal Rules of Civil

Procedure on behalf of a class tentatively defined as:

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CRYPTOZOO CLASS:

All persons who purchased Zoo tokens and/or CryptoZoo NFTs while in Texas
prior to the filing of this action.

47. Excluded from the class definition are any employees, officers, directors of

Defendants, and attorneys appearing in this case, and any judge assigned to hear this action.

Plaintiff reserves the right to modify this class definition as he obtains relevant information.

48. The proposed class can be identified through Defendants’ records and Binance

block chain records containing, amongst other information, the relevant digital currency

transactions.

49. Such data indicates there is approximately 20,000 victims and on information and

belief there are thousands in Texas. Accordingly, the number of Putative CryptoZoo Class

Members is believed to be in the thousands, rendering the class so numerous that individual joinder

of all class members is impracticable.

50. Plaintiff is a member of the proposed class.

Commonality

51. There are questions of fact common to the Putative CryptoZoo Class, and those

questions predominate over questions affecting any individual Putative CryptoZoo Class Member.

Common questions of fact include but are not limited to:

a. Whether Defendants fraudulently promoted products or services, that did not

exist as promoted, causing consumers like those in the Putative CryptoZoo Class

to purchase said products or services;

b. Whether Defendants violated their agreement to deliver a functional product and

breached their agreement;

c. Whether Defendants knew CryptoZoo would not be functional when they

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claimed it would be and made false representations despite that knowledge;

d. Whether Defendants had a duty to provide functional product to their

consumers, and if Defendants violated that duty;

e. Whether Defendants failed to deliver on its promises to consumers to provide a

functional product;

f. Whether Defendant made any false representations to their consumers, and

whether Defendants knew those representations to be false, or whether those

assertions were made recklessly and without adequate investigation of their truth

or falsity;

g. Whether Defendants received revenues from their fraudulent venture, and the

amount of those revenues;

h. Whether Defendant manipulated the market for Zoo tokens and their NFTs; and

i. Whether Defendants had a duty to not manipulate the market for Zoo, and

whether Defendants violated that duty.

52. There are questions of law common to the Putative CryptoZoo Class, and those

questions predominate over questions affecting any individual Putative CryptoZoo Class Member.

Common questions of law include but are not limited to:

a. Whether Defendant’s conduct in (1) making false representations about

CryptoZoo, (2) failing to provide a functional CryptoZoo product, and (3)

manipulating the Zoo token market, constitute acts of fraud;

b. Whether Defendant’s conduct common to the Putative CryptoZoo Class has

resulted or will result in Defendant being enriched at the expense of Putative

CryptoZoo Class Members, or in Defendant retaining a benefit to the detriment

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and loss of Putative CryptoZoo Class Members, in frustration of the

fundamental principles of justice, equity, and good conscience, and thus

constitutes unjust enrichment;

c. Whether Defendant’s conduct common to the Putative CryptoZoo Class

demonstrates willfulness, malice, or recklessness, or whether Defendant

proceeded with conscious disregard for the rights of others, therefore entitling

Putative CryptoZoo Class Members to punitive damages.

Typicality

53. Typicality. Fed. R. Civ. P. 23(a)(3). Plaintiff’s claims are typical of the claims of

the Putative CryptoZoo Class Members. Plaintiff would only seek individual or actual damages if

class certification is denied. In addition, Plaintiff is entitled to relief under the same causes of

action and upon the same facts as the other Members of the Putative CryptoZoo Class.

Adequacy

54. Adequacy. Fed. R. Civ. P. 23(a)(4). Plaintiff is an adequate representative of the

proposed Putative CryptoZoo Class because his interests coincide with and are not antagonistic to,

the interests of the Members of the Putative CryptoZoo Class he seeks to represent; he has retained

counsel competent and experienced in such litigation; and he intends to prosecute this action

vigorously. Plaintiff and his Counsel will fairly and adequately protect the interests of the

Members of the Putative CryptoZoo Class.

Superiority

55. Superiority. Fed. R. Civ. P. 23(b)(3). Questions of law and fact common to the

Putative CryptoZoo Class Members predominate over questions affecting only individual

Members, and a class action is superior to other available methods for fair and efficient

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adjudication of the controversy. Liability will be determined based on a common set of facts and

legal theories. Willfulness will be determined based on Defendants’ conduct and knowledge, not

upon the effect of Defendants’ conduct on the Putative CryptoZoo Class Members. The damages

sought by each Member are such that individual prosecution would prove burdensome and

expensive given the complex and extensive litigation necessitated by Defendants’ conduct. It

would be virtually impossible for Members of the Putative CryptoZoo Class individually to redress

effectively the wrongs done to them. Even if the Members of the Putative CryptoZoo Class

themselves could afford such individual litigation, it would be an unnecessary burden on the

courts. Furthermore, individualized litigation presents a potential for inconsistent or contradictory

judgments and increases the delay and expense to all parties and to the court system presented by

the complex legal and factual issues raised by Defendants’ conduct. By contrast, the class action

device will result in substantial benefits to the litigants and the Court by allowing the Court to

resolve numerous individual claims based upon a single set of proof in one case.

IX. CAUSES OF ACTION

A. COUNT ONE: FRAUD

56. Plaintiff incorporates by reference the foregoing paragraphs of this Demand as if

fully set forth here.

57. Defendants failed to disclose that CryptoZoo was non-functional as promoted and

that they would not be supporting the project.

58. Defendants have no practice of providing promised products/projects and

supporting said projects/products.

59. This is a signal attribute of fraud because Defendants represented to provide the

promoted products/projects and to do what was best for the Plaintiff and other consumers.

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Moreover, in related context and as previously alleged, Defendants had a duty to provide the

promoted products/projects and to do what was best for the Plaintiff, investors, and other

consumers, but chose to proceed in violation of this duty.

60. Rather than make candid, straightforward disclosure of their material failures,

Defendants ignored them.

61. Plaintiff and other consumers were ignorant of these material failures and did not

stand in equal opportunity with Defendants to know they existed. They had no way of knowing

what sort of products/projects would be implemented or what contractual terms Defendants

injected to immunize their scheme. In this context these purported contractual terms have the

additional effect of intentionally misleading Plaintiff and other consumers concerning Defendants’

practices. These customers cannot reasonably expect that Defendants would take their assets and

fail to provide a functional CryptoZoo, fail to support the community, or manipulate the Zoo Token

market. But this is reflected repeatedly in Plaintiff’s statements as presented in this Demand.

B. COUNT TWO: EXPRESS BREACH OF CONTRACT

62. Plaintiff incorporates by reference the foregoing paragraphs of this Demand as if

fully set forth here.

63. Plaintiff alleges that he entered into valid and enforceable express contracts, or was

a third party beneficiary of valid and enforceable express contracts, with Defendants.

64. The valid and enforceable express contracts that Plaintiff entered with Defendants

include Defendants’ representations that they would provide a functional version of CryptoZoo at

the time the Zoo Tokens and CZ NFTs were publicly noticed and/or released as for sale. The

express contracts also include violations of Defendants’ then-current terms of service.

65. Under these express contracts, Defendants and/or their affiliated contractors or

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associates, promised and were obligated to: (a) provide a functional version of CryptoZoo, upon

which the value of Zoo Tokens and CZ NFTs were at least partially dependent; and (b) provide

the agreed terms in exchange for Plaintiff’s and other consumers investments in Defendants’

products/services. In exchange, Plaintiff and other consumers agreed to pay money for these

products/services.

66. Both the (a) provision of a functioning CryptoZoo and (b) the obligation that

Defendants “will strive to do the best for the project and the community” of participants in

CryptoZoo—amongst other obligations—were material aspects of these agreements.

67. At all relevant times, Defendants expressly represented in their promotions that

CryptoZoo would be functional by September 1, 2021, and they “will strive to do the best for the

project and the community [of participants in CryptoZoo].” Defendants had a duty to provide a

functional CryptoZoo product, especially if they were taking assets from Plaintiff and other

consumers in exchange for access to it. Instead, Defendants pocketed Plaintiff’s and other

consumers’ money and mostly forgot, according to the publicly available information, about the

“failed endeavor” until receiving negative media attention.

68. Defendants’ express representations—including, but not limited to, express

representations found in their advertising and promotion—formed an express verbal contract/offer

requiring Defendants to provide a functional CryptoZoo and to “strive to do the best for the project

and the community [of participants in CryptoZoo].”

69. Plaintiff trusted Defendants’ representations and proposed agreements related to

their products. Yet Defendants failed to provide the promoted product and do what was best for

their consumers, even lying about the underlying investment in the project. The CryptoZoo Tokens

and CZ NFTs are essentially worthless, in part because CryptoZoo was never released. Plaintiff

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would not have entered into these agreements with Defendants without believing CryptoZoo

would function and be supported by Defendants.

70. A meeting of the minds occurred, as Plaintiff and other consumers invested in

Defendants digital products in exchange for, amongst other things, a functioning CryptoZoo and

Defendants’ support of it.

71. Plaintiff performed his obligations under the contract when he paid for Defendants’

digital products.

72. Defendants materially breached their contractual obligations to provide a functional

CryptoZoo and support the project.

73. Defendants materially breached the terms of these express contracts, including, but

not limited to, the terms stated in their promotions and then-current terms of service.

74. The ensuing damages were a reasonably foreseeable consequence of Defendants’

actions in breach of these contracts.

75. As a result of Defendants’ failure to fulfill obligations promised in these contracts,

Plaintiff and other consumers did not receive the full benefit of the bargain, and instead received

products that were of a diminished value to that described in the agreements. Defendants therefore

damaged Plaintiff in an amount at least equal to the difference in the value of the Zoo Tokens he

paid for, and the value he was left with.

76. Had Defendants disclosed that CryptoZoo was nonfunctional, or that they were not

going to support the project, neither the Plaintiff nor any reasonable person would have

purchased/invested in Defendants’ products/services.

77. As a direct and proximate result of these breaches, Plaintiff has been harmed and

has suffered, and will continue to suffer, actual damages and injuries, including without limitation

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the loss of assets and loss of use of those assets, out-of-pocket expenses, and the loss of the benefit

of the bargain he had struck with Defendants.

78. Plaintiff is entitled to compensatory and consequential damages suffered as a result

of these breaches.

C. COUNT THREE: IMPLIED BREACH OF CONTRACT

79. Plaintiff incorporates by reference the foregoing paragraphs of this Demand as if

fully set forth here.

80. When Plaintiff and other consumers provided their investments/monies to

Defendants in exchange for Defendants’ services and products required to participate in

CryptoZoo, they entered into implied contracts with Defendants under which Defendants agreed

to reasonably provide a functional CryptoZoo and support it.

81. Defendants solicited and invited Plaintiff and other consumers to invest/pay for its

digital products as part of Defendants’ regular business practices. Plaintiff accepted Defendants’

offers and provided assets to Defendants.

82. In entering into such implied contracts, Plaintiff reasonably believed and expected

that Defendants would provide a functional CryptoZoo and support the project.

83. Plaintiff provided assets to Defendants reasonably believing and expecting that

Defendants would provide a functional CryptoZoo and support the project.

84. Plaintiff would not have provided his assets to Defendants in the absence of the

implied contract between him and Defendants to provide a functional CryptoZoo and support the

project.

85. Plaintiff would not have entrusted his assets to Defendants in the absence of their

implied promise provide a functional CryptoZoo and support the project.

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86. Plaintiff fully and adequately performed his obligations under the implied

contracts with Defendants.

87. Defendants breached their implied contracts with Plaintiff by failing to provide a

functional CryptoZoo and support the project.

88. As a direct and proximate result of Defendants’ breaches of the implied contracts,

Plaintiff sustained damages as alleged here.

89. Plaintiff is entitled to compensatory and consequential damages suffered as a result

of these breaches.

D. COUNT FOUR: UNJUST ENRICHMENT

90. Plaintiff incorporates by reference the foregoing paragraphs of this Demand as if

fully set forth herein.

91. As a direct and proximate result of Defendants’ intentional and unlawful taking of

Plaintiff’s assets without providing the promised product/services, Plaintiff has been deprived of

the profits and other benefits of purchasing/investing in Defendants’ products. Defendants have

been unjustly enriched by its wrongful receipt and retention of profits and other benefits it deprived

Plaintiff and, in equity, Defendants should not be allowed to retain their revenues and benefits.

92. Plaintiff is entitled to a judgment requiring Defendants to disgorge all sums they

have received as revenue and other benefits arising from its unconscionable and unlawful failure

to provide a functional CryptoZoo, failure to support the project, and manipulation of the Zoo

Token market.

E. COUNT FIVE: VIOLATION OF TEXAS’S DECEPTIVE TRADE PRACTICES


ACT (“DTPA”)

93. Plaintiff incorporates by reference the foregoing paragraphs of this Demand as if

fully set forth here.

20
Case 1:23-cv-00110 Document 1 Filed 02/02/23 Page 21 of 26

94. Plaintiff is a consumer under the DTPA.

95. Defendants’ conduct concerning their false advertising, failure to provide the

promised products/services, manipulation of the Zoo Token market, failure to disclose information

concerning the progress of CryptoZoo, and failure to support Plaintiff and the CryptoZoo

community, as enumerated in this Demand, constitute false, unfair, misleading, unconscionable,

and/or deceptive acts under the DTPA These facts were known to Defendants at all times and done

with the intent to induce Plaintiff and consumers to provide assets to Defendants, remain in the

program after it initially failed, or engage in transactions that they would not otherwise have

engaged had the information withheld been known to them.

96. Defendants conduct concerning their misrepresentations and failures as enumerated

in this Demand was unfair, misleading, and unconscionable under the DTPA.

97. Defendants should not be allowed to rely on their terms of service to escape liability

for their accused practices and profit from their own wrong.

98. As a direct and proximate result of Defendants’ intentional, unconscionable,

misleading, unfair, and unlawful conduct, Plaintiff has been deprived of the profits and other

benefits of purchasing/investing in Defendants’ products/services.

99. Plaintiff has been damaged by Defendants’ willful violation of the DTPA and is

entitled to relief in the form of treble damages, attorneys’ fees, and costs.

F. COUNT SIX: NEGLIGENCE

100. Plaintiff incorporates by reference the foregoing paragraphs of this Demand as if

fully set forth herein.

101. By representing to the public that CryptoZoo would be functional, was seeded with

around a million dollars, and that the CryptoZoo community would be supported, Defendants had

21
Case 1:23-cv-00110 Document 1 Filed 02/02/23 Page 22 of 26

a duty of care to use reasonable means to provide the promised products/services, not manipulate

the Zoo Token market, and support Plaintiff and the other members of the CryptoZoo community.

102. Defendants’ duty of care to provide the promised products/services, not manipulate

the Zoo Token market, and support Plaintiff and the other members of the CryptoZoo community

arose from the special relationship that existed between Plaintiff and Defendants. Defendants were

positioned to ensure that the promised products/services would be delivered, that the Zoo Token

market was not manipulated, and to support Plaintiff and the other members of the CryptoZoo

community.

103. Defendants breached their duties, and thus were negligent, by failing to provide the

promised products/services, not manipulating the Zoo Token market, and failing to support

Plaintiff and the other members of the CryptoZoo community. The specific negligent acts and

omissions committed by Defendants include, but are not limited to:

a. Promoting products or services, that did not exist as promoted, causing Plaintiff
to purchase said products or services under false pretenses;

b. Representing that CryptoZoo would be functional and making false


representations despite that knowledge;

c. Willfully failing to provide functional products and services to their consumer,


even after receiving revenues from their fraudulent venture;

d. Willfully manipulating the market for Zoo Tokens and CZ NFTs; and

e. Willfully failing to support Plaintiff and the CryptoZoo community.

104. It was foreseeable that Defendants’ failures to provide the promised

products/services, not manipulate the Zoo Token market, and support Plaintiff and the other

members of the CryptoZoo community would result in one or more types of injuries to Plaintiff.

105. Plaintiff is entitled to compensatory and consequential damages suffered as a result

of Defendants’ negligent failures.

22
Case 1:23-cv-00110 Document 1 Filed 02/02/23 Page 23 of 26

G. COUNT SEVEN: FRAUDULENT MISREPRESENTION

106. Plaintiff incorporates by reference the foregoing paragraphs of this Demand as if

fully set forth here.

107. Defendants fraudulently represented to the public that CryptoZoo would be

functional and that they would be supporting the project and the CryptoZoo community.

108. Upon information and belief, Defendants knew that CryptoZoo would never be

functional and that they had no intention of supporting the project or the CryptoZoo community,

including Plaintiff.

109. Defendants had a duty to tell its consumers, including Plaintiff, that CryptoZoo

would never be functional and that they had no intention of supporting the project or the CryptoZoo

community.

110. Rather than make candid, straightforward disclosures to their consumers, including

Plaintiff, Defendants willfully concealed that CryptoZoo would never be functional and that they

had no intention of supporting the project or the CryptoZoo community.

111. Plaintiff would not have purchased Defendants’ products but for his reliance on

Defendants’ material statements that CryptoZoo would be functional and that they would be

supporting the project and the CryptoZoo community.

112. As a result, Plaintiff is entitled to compensatory and consequential damages

suffered as a result of Defendants’ fraudulent representations.

H. COUNT EIGHT: CONSPIRACY TO COMMIT FRAUD

113. Plaintiff incorporates by reference the foregoing paragraphs of this Demand as if

fully set forth here.

114. Defendants conspired with one another and potentially others as yet unknown to

23
Case 1:23-cv-00110 Document 1 Filed 02/02/23 Page 24 of 26

commit the acts set forth in this Demand.

115. Said conspiracy constitutes a conspiracy to defraud Plaintiff and other consumers.

116. Plaintiff, unaware of the falsity of statements made by Defendants, and in reliance

on their accuracy, paid money to Defendants based on such fraudulent statements. Plaintiff has

been damaged as a result of Defendants’ conspiracy to commit fraud.

X. DAMAGES

117. Plaintiff hereby adopts by reference each and every foregoing paragraph of the

stated in this Demand as if fully and completely set forth here.

118. Defendants’ conduct and actions discussed above proximately caused injury to

Plaintiff, which resulted in:

i. Loss of use damages for assets diminished by Defendants’ actions;

ii. Actual damages and treble damages under the DTPA;

iii. Exemplary damages under the DTPA and Common Law Fraud;

iv. Actual damages, including economic damages under all causes of action;

v. As a direct and proximate result of Defendants’ breaches of contracts,

Plaintiff sustained damages as alleged here;

vi. Plaintiff is entitled to compensatory and consequential damages suffered as

a result of Defendants’ fraud and actions.

vii. Mental anguish;

viii. Civil penalties;

ix. Prejudgment interest;

x. Attorney’s fees; and

xi. Costs of action.

24
Case 1:23-cv-00110 Document 1 Filed 02/02/23 Page 25 of 26

119. Plaintiff further seeks unliquidated damages within the jurisdictional limits of this

Court.

XI. PUNITIVE DAMAGES

120. Plaintiff incorporates the foregoing paragraphs of this Demand as if fully set forth

here.

121. The wrong done to Plaintiff by Defendants was attended by fraudulent, malicious,

intentional, willful, wanton, or reckless conduct that evidenced a conscious disregard for Plaintiff’s

rights. Therefore, Plaintiff seeks punitive damages in an amount to be proven at trial.

XII. ATTORNEY’S FEES

122. Each and every allegation contained in the foregoing paragraphs is realleged as if

fully rewritten here.

123. Plaintiff is entitled to recover reasonable attorney fees and request the attorney’s

fees be awarded under his breach of contract claims.

XIII. INCORPORATION OF PARAGRAPHS

124. Every paragraph in this Demand is hereby incorporated into every other paragraph.

XIV. PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment against Defendants, awarding relief as

follows:

a. For equitable relief requiring restitution and disgorgement of the revenues


wrongfully retained as a result of Defendants’ wrongful conduct;
b. Holding that the doctrine of unjust enrichment applies and ordering
Defendants to pay Plaintiff all sums received by Defendants flowing from
their illegal and unconscionable activities;
c. For an award of actual damages, compensatory damages, statutory
damages, exemplary damages, and statutory penalties, in an amount to be
determined, as allowable by law;
d. For an award of punitive damages, as allowable by law;

25
Case 1:23-cv-00110 Document 1 Filed 02/02/23 Page 26 of 26

e. For an award of attorneys’ fees and costs, and any other expenses, including
expert witness fees;
f. Pre-and post-judgment interest on any amounts awarded; and
g. Such other and further relief as this court may deem just and proper.

Respectfully submitted,

/s/ Jarrett L. Ellzey

ELLZEY & ASSOCIATES, PLLC


Jarrett L. Ellzey
Texas Bar No. 24040864
jarrett@ellzeylaw.com
Leigh S. Montgomery
Texas Bar No. 24052214
leigh@ellzeylaw.com
Alexander G. Kykta
Texas Bar No. 24107841
alex@ellzeylaw.com
1105 Milford Street
Houston, Texas 77006
Phone: (888) 350-3931
Fax: (888) 276-3455

ATTORNEY TOM & ASSOCIATES


Tom Kherkher (pro hac vice forthcoming)
Texas Bar No. 24113389
tom@attorneytom.com
5909 West Loop South Suite 525
Houston, Texas 77401
Phone: (855) 866-9467

26
ClassAction.org
This complaint is part of ClassAction.org's searchable class action lawsuit
database and can be found in this post: Logan Paul Class Action Says YouTuber
Pulled the Rug Out from CryptoZoo NFT Buyers

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