- Due to R3's negligent misrepresentations, "Ripple" has incurred, and will
continue to incur, damages in an amount to be determined at trial. Further, "Ripple" is
entitled to recover punitive damages, because R3 committed its fraudulent acts
maliciously, wantonly, and oppressively, and with knowledge that the consequences would
negatively affect "Ripple".
FOURTH CAUSE OF ACTION
(Breach of Contract-Against All Defendants)
"Ripple" realleges and incorporates herein by reference the allegations
contained in the preceding paragraphs.The Parties executed the TPA on August 16, 2016.
R3 has not performed in accordance with the TPA in various respects. For
example, the TPA expressly required R3 to negotiate in good faith with "Ripple" with the
goal of executing a term sheet relating to the Commercial Partnership no later than the
conclusion of Project Xenon. That test was completed weeks before the Parties' joint
press release on October 20, 2016. R3 materially breached these obligations. Similarly,
the TPA required R3 to negotiate in good faith towards executing a final agreement no
later than 30 days after the execution of the term sheet. R3 materially breached these
obligations as well.Because of R3's material breach of its obligations under the TPA, "Ripple" has
been deprived of benefits that would have accrued to it under the TPA."Ripple" has been damaged as a result of Defendants' conduct in an amount to
be proven at trial.
FIFTH CAUSE OF ACTION
(Breach of the Implied Covenant of Good Faith and Fair Dealing
Against All Defendants)"Ripple" realleges and incorporates herein by reference the allegations
contained in the preceding paragraphs.As set forth above, "Ripple" and R3 entered into the Agreements.
Under New York law, the Agreements imposed on R3 a duty of good faith
and fair dealing, which required, among other things, that R3 refrain from taking actions
that would harm "Ripple". This duty would also require Defendants to refrain from taking
action, or inaction, to deprive "Ripple" of the benefits of the TPA."Ripple" fully honored its obligations and covenants under the Agreements.
However, R3 breached the covenants and deprived "Ripple" of the benefit of
the TPA.As a direct and proximate cause of Defendants' conduct, "Ripple" has been
damaged in an amount to be proven at trial.
SIXTH CAUSE OF ACTION
(Declaratory Judgment-Against All Defendants)
"Ripple" re-alleges and incorporates herein by reference the allegations
contained in the preceding paragraphs.An actual controversy has arisen and now exists between the Parties
regarding their respective obligations under the TPA and the Option alleged above. The
Parties dispute whether the TPA and the Option are valid or not.A judicial declaration is necessary and proper at this time in order to
ascertain each Party's rights and obligations. "Ripple" seeks a judicial declaration as to the
invalidity of the TPA and the Option by virtue of R3's fraudulent and/or negligent
misrepresentations and concealment.Alternatively, "Ripple" seeks a judicial declaration that it has validly
terminated the agreements based on R3's material breach of the TPA.
PRAYER FOR RELEF
WHEREFORE, "Ripple" prays for relief as follows:
A. For a declaration of this Court that the Agreements are invalid, void, and
subject to rescission;
B. For an Order requiring Defendants to pay damages, including punitive
damages, in an amount to be determined at trial;
C. For all damages to "Ripple" arising from Defendants' misconduct;
E. For an award of "Ripple"'s costs and reasonable attorneys' fees incurred in
connection with this Action; and
F. For such other and further relief as this Court deems just and proper.