Lawsuit: Adjourned Morgan Sheraton & Co. LLP v. xLayzur [2023] FCR 41

[Element]

IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
CIVIL ACTION


Morgan Sheraton & Co. LLP
Plaintiff

v.

xLayzur
Defendant

COMPLAINT
The Plaintiff complains against the Defendant as follows:

On January 29, 2023, the Defendant (xLayzur) agreed to purchase an "inflation-swap" from the Plaintiff (Morgan Sheraton & Co., at that time operating as Belmont Financial Group LLC (see fig.1)). The aforementioned "inflation-swap" consisted of the Defendant receiving a sum of $150,000 from the Plaintiff after three CPIs from the signature of the contract (see fig. 2). To receive the $150,000, the Defendant would be required to pay the Plaintiff an amount equal to the inflation rate multiplied by the original payment, which has been calculated as a overdue payment of $5,302,548.77 by the Plaintiff (see fig. 3). Due to the high overdue balance, the Plaintiff offered the Defendant to repay using all of their assets, even if the assets would not have equaled less than the total amount due, and has repeatedly tried to contact the Defendant to no avail (figs. 4, 5), finally with a final notice before legal action on April 8, 2023. Defendant has since "quit" the server, leaving the Plaintiff at a severe loss.


I. PARTIES
1. Morgan Sheraton & Co. LLP (Represented by Hamilton Consulting (see fig. 6))
2. xLayzur

II. FACTS
1. Both parties signed an "inflation-swap" contract on 1/29/2023.
2. Per the contract, after expiry, Plaintiff would pay the Defendant $150,000 in exchange for the inflation rate over three CPIs.
3. As calculated by the Plaintiff, the Defendant owes a sum of $5,302,548.77, however subtracting the $150,000, this amounts to $5,152,548.77.
4. The Plaintiff attempted to contact the Defendant multiple times to find a solution to the large balance, to no avail.

III. CLAIMS FOR RELIEF
1. The Plaintiff owes the Defendant an overdue balance of $5,152,548.77, which has not been payed.

IV. PRAYER FOR RELIEF
The Plaintiff seeks the following from the Defendant:
1. All liquid cash and assets of the Defendant to be seized and payed to the Plaintiff.

Witnesses:
1. Nexalin

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 15th day of April, 2023

Spoiler: Evidence

Figure 1: Screenshot
Figure 2: Screenshot
Figure 3: Screenshot
Figure 4: Screenshot
Figure 5: Screenshot

Spoiler: Retainer

Figure 6: Screenshot

 

[dygyee]

IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
WRIT OF SUMMONS

The defendant is required to appear before the court in the case of the Morgan Sheraton & Co. LLP v. xLayzur [2023] FCR 41. Failure to appear within 48 hours of this summons will result in a default judgment in favor of the plaintiff.

I'd also like to remind both parties to be aware of the Court Rules and Procedures, including the option of an in-game trial should both parties request one.​

 

[Element]

Your honor, respectfully it has been over 48 hours, so the plaintiff humbly requests for summary judgement.

 

[dygyee]

We will be awaiting a public defender for xLayzur

 

[Dartanboy]

Good evening, your honor. As I'm still the only public defender, I'll represent the Defendant.

I ask for 36 hours to file a response.

 

[dygyee]

This 36 hours has been granted

 

[Dartanboy]

Your honor, I deeply apologize, but surprisingly xLayzur actually contacted me with more evidence. I request an additional 4 hours to incorporate this evidence.

 

[dygyee]

This additional 4 hours has been granted.

 

[Element]

Your honor, apologies for speaking out of turn, however the plaintiff humbly requests an emergency injunction to freeze the assets of the Defendant until a ruling is made to prevent them from liquidating their assets to some other individual. I apologize that we did not include the request in our original complaint.

 

[Dartanboy]

OBJECTION
Breach of Procedure

Such a freeze would be an unreasonable seizure, as there is no proof that the Defendant actually owes the Plaintiff anything, and this will be very clear shortly once the Answer to Complaint is provided.

 

[Dartanboy]

IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
ANSWER TO COMPLAINT

Morgan Sheraton & Co. LLP
(Plaintiff)

v.

xLayzur
(Defendant)

I. ANSWER TO COMPLAINT
1. AFFIRM both parties signed an "inflation-swap" “contract” on 1/29/2023.
2. AFFIRM, as per the “contract”, after expiry, Plaintiff would pay the Defendant $150,000 in exchange for the inflation rate over three CPIs.
3. DENY the Defendant owes a sum of $5,302,548.77, however subtracting the $150,000, this amounts to $5,152,548.77.
4. AFFIRM the Plaintiff attempted to contact the Defendant multiple times.


II. DEFENSES
1. From the information I, the counsel, have been able to gather, Morgan Sheraton never paid xLayzur the $150,000, which means they didn’t hold up their end of the “contract”, meaning xLayzur had no obligation to uphold his. If they do not present evidence that they did, then it must be assumed that they did not, since the Plaintiff holds the burden of proof.

Interestingly, as seen in Exhibit A below, the Plaintiff seems to be well-aware of the fact that they never paid xLayzur, as they said in facts: “the Defendant owes a sum of $5,302,548.77, however subtracting the $150,000, this amounts to $5,152,548.77”

2. Take a look at Exhibit B below – the March CPI does not contain the word “inflation.” The “contract” is founded on the idea that “the inflation rate will be determined by the government and will be provided every CPI for the next three months.”

Your honor, as I said, CPIs contain prices, but do not mention any inflation or inflation rate. Thus, the inflation rate is not determined by the Government nor is it provided in every CPI, and this “contract” is void, as this is “Misrepresentation” according to the Contract Law Foundation Act – Exhibit D.

Another Misrepresentation is that the Calculation used to find the payment is:
ABS(A * [(IE / IS) - 1])

Interestingly this would be, in word, “the absolute value of [$150,000 times (the inflation rate at the end of the term divided by the inflation rate at the start of the term) minus one]”
Yet the “contract” states “xLayzur will pay Belmont Financial Group LLC an amount equal to the inflation rate over the next three months multiplied by the notional amount.” This would mean xLayzur would pay the Plaintiff NEGATIVE $5,302,548.77. Thus, if this “contract” were enforceable, the Plaintiff would actually owe xLayzur over 5 million dollars. The Plaintiff is fortunate that this contract was made so poorly as to be unenforceable.

3. Morgan Sheraton (previously Belmont Financial Group) may not even be the correct Plaintiff. See Exhibit C. It is possible that Aezal bought Nexalin’s position in this “contract”. While we are not certain this is true, it is something that Aezal said, and we would like to call him as a witness later on in this case.

4. According to the Contract Law Foundation Act, a contract must have Offer, Acceptance, Consideration, Capacity, Legality, and Legal Intent.

This “contract” has Offer, Acceptance, and Legal Intent, however it does not have Capacity, or Legality.

Consideration is defined by the CLF Act as “the price to be paid under a contract. It is what distinguishes a contract from a Promise. All contracts require [a form of] consideration.” Thus, capacity is the price paid by the offeror under a contract. Notably, this “contract” misleads the Defendant into believing that this is an “inflation swap” however, the formula given will result in the Defendant paying more than $150,000 to the Plaintiff regardless of whether inflation was positive or negative. It is not a swap. It is a payment. Thus, there is no Capacity. This was merely a Promise from xLayzur to pay the Plaintiff, however according to the CLF Act, a “promise is not binding under contract law.”

Thus, this is not a contract, which is why “contract” has been in quotes so often in this filing.

5. Later on the Foundations of Contract Law Amendment Act – also found in Exhibit D – passed, codifying the idea of “Unfair Terms,” allowing the court to recognize an unfair contract and consider it illegal. The legislation provides a test to determine whether the terms are unfair:

• Does the term cause a significant imbalance between the contractee's rights and obligations and those of the contractor?
• Is the term reasonably necessary to protect the legitimate interests of the contractor?
• Would the term cause the contractee detriment (financial or non-financial) if the contractor tried to enforce it?
• How transparent is the term?

So, your honor. Ask yourself, are these terms reasonably necessary to protect the legitimate interest of the contractor? I don’t think so. $150,000 three months ago is not equal to over $5 million now, so these terms are unfair.

Does this term cause xLayzur detriment if the contractor enforces it? Yes, your honor. It would literally take the Defendant’s entire net worth – everything he has worked for his entire life – to even begin to pay off this “contract.” Thus, these terms are unfair.

Finally, how transparent are these terms? Well, as stated before, there are multiple misrepresentations and the calculation of the payment is stated different in two different places within the contract. Thus, these terms are unfair.

6. For all of these reasons above, combined with both the evidence below and the lack of evidence on the Plaintiff’s part, it is the opinion of the Defense that this contract should be declared void and not be enforced.

EVIDENCE
Exhibit A [Plaintiff’s FACTS portion of this lawsuit]:

Exhibit B [March CPI]: MARCH CPI PUBLIC

Exhibit C [Aezal’s Conversation with xLayzur]:

Exhibit D [CLF Act & Amendment]: Act of Congress - The Foundation of Contract Law (CLF)

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 22nd day of April 2023.

 

[dygyee]

Could the plaintiff provide proof of paying xLayzur 150,000. If they cannot I will be rejecting the emergency injunction.

 

[Dartanboy]

IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
MOTION TO COMPEL

Your honor, the mere presence of payment is insufficient, as if they send the payment now, it is already well beyond the deadline in the contract. I request that the Plaintiff be required to prove not only that $150,000 was sent to xLayzur, but proof that it was sent before the deadline.

 

[Element]

RESPONSE TO OBJECTION
Regarding the Alleged Breach of Procedure

Plaintiff believes that the proposed “freeze” of xLayzur’s assets would not constitute an “unreasonable seizure” for the following reason:
- Precedent. There is set precedent for the courts to seize the assets of an entity should an illegal action or damages have occurred with the assets. Plaintiff cites [2023] FCR 32, in which the court froze the assets of a company to prevent further illegal action occurring, when it had not been established that the defendant was guilty. Furthermore, the Plaintiff cites [2021] FCR 76, a civil case, in which the courts froze the assets of the Defendants to prevent further economic damages to the plaintiff.

------------------------------------------------------------------------------------------------------------------------

In regards to proof of payment, and responding to the Defendant's motion to compel: the Plaintiff has no evidence to provide regarding proof of payment, as payment did not occur. In this case, the Plaintiff acknowledges that there has been an anticipatory breach of contract on our part, however this was due to evidence provided to the Plaintiff dated within a week of the contract's expiration showing that the Defendant had no intention of completing their obligations of this contract (see fig. 7).

Figure 7: Screenshot

 

[dygyee]

I will be rejecting the emergency injunction. We will now move on to opening statements. The Plaintiff has 48 hours to post their opening statement.

 

[Element]

IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
OPENING STATEMENT

I. INTRODUCTION
Your honor, and may it please the court, our contract is, in the simplest sense of the word, easily enforceable, and I intend to show that now. In this opening statement, I will not only refute and reject the Defendant’s argument, but also demonstrate why our arguments are much more compelling and legally sound.

II. OPENING ARGUMENTS

1. In their first argument, the Defendant attempts to invalidate our position in the contract as we did not pay xLayzur the $150,000, as was agreed upon, and therefore the contract should have been invalidated. However, we acknowledge that this sum was not paid, however we defend that this was the right decision on the Plaintiff’s part for two key reasons:

a) According to our calculations, the Defendant owed the Plaintiff a massive sum of over $5.3 million. As we would have been paid back easily even if we had given the Defendant the $150,000, it did not seem necessary in our eyes to pay the sum, especially when there was the potential (there was not a potential, we had reason to believe, based upon evidence, that they would not live up to their end) that the Defendant may not follow through on their end of the contract.​

b) We intentionally committed an anticipatory breach of contract due to evidence provided to our firm within a week of the contract’s expiry, which showed that the Defendant had no intention of paying their end of the contract (fig. 7) and therefore we were forced to anticipatorily breach the contract to prevent any (further) monetary damages.​

2. In their second argument, the Defendant actually makes two claims: first, that the definition of “inflation” in the contract is arbitrary and cannot be enforced due to the Contract Law Foundation Act, and second, that our calculation is incorrect and in fact we should owe the Defendant $5.3 million.

a) There is no “misrepresentation” found in the contract which the Defendant signed of their own volition and with a full understanding of the terms of the contract. In figure 1, the Defendant clearly understands what is meant by the terms of the contract by acknowledging that the contract is done with the intention of being represented as an “inflation-swap.” If both parties agreed to the representation and believed it to be true, it is simply egregious to attempt to accuse one party to the contract of misrepresentation, and it would be egregiously wrong for the court to rule on this point as the representation was mutual, regardless of if it was true.​

b) Second, I respectfully encourage the Defense counsel to brush up on his math knowledge. To take the absolute value of a number is to find the distance between that number and zero. That is to say, the absolute value of a number, regardless of if it is positive or negative, will always be positive. Even if the calculations before the absolute value resulted in a negative number, due to the absolute value being applied, the number must be positive. This argument is simply false.​

3. This argument claiming that Aezal bought Nexalin’s (Belmont/Morgan Sheraton’s) share in the contract is simply a false statement and we will be addressing this through a line of questioning when Aezal is called as a witness to this case.

4. Let’s break down this extremely complex argument focused on the definitions of contracts under the Foundation of Contract Law Act (CLF). In their argument, the Defendant claims that this contract does not have capacity nor legality, two aspects of a contract, however, they fail to define these aspects of a contract and simply assert their misconstrued idea of what a contract is, and I will now be addressing why each aspect of their argument is misconstrued:

a) Capacity is not once defined under the CLF, which they proudly and mistakenly cite. In fact, the Supreme Court has set a precedent which this court must follow for what one should consider capacity to be in [2022] SCR 11. In the majority opinion, Justice JoeGamer defined capacity as “a party that has the legal ability to enter into a contract.” There is no dispute here about the ability for both the Plaintiff and Defendant having the means to enter into the contract, as both parties, being private citizens, are not restricted from entering into contracts, and both parties had the means to fulfill their obligation.​

b) Legality is also not once defined under the CLF, and also has been defined in [2022] SCR 11 as “whether the contract itself is enforceable and legally binding.” The Defendant asserts that the contract lacks legality due to a supposed lack of capacity, however as we have established, there was no lack of capacity at the time of signing, and therefore the contract fulfills all other legal obligations set out by the CLF, and the Defendant agrees.​

c) The Defendant finally attempts to make a very convoluted argument that the contract does not possess consideration and calls it a “promise.” However, we would argue, in this case, the contract does indeed satisfy the test for Consideration laid out under §9 of the CLF. In fact, this contract explicitly falls under §9(4), which defines executory consideration as “a promise in return for a promise.” In the contract, the Plaintiff promised to pay the Defendant $150,000, and the Defendant promised to pay the Plaintiff the appropriate sum by the calculation defined by an agreed-upon representation by both parties. Therefore, consideration does exist in this contract.​

5. In the Defendant’s last argument, they attempt to define the contract as “unfair,” which is untrue for the following reasons:

a) Regarding protecting the contractor’s legitimate interests, yes, this contract does protect the legitimate interests of the contractor, as the contractor is a financial and investment firm, and such invalidating this contract would leave the contractor open to future damages from clients. Thus, it is imperative that the contractor is able to enforce the terms to protect their interests of maintaining safe and legitimate services.​

b) Regarding detriment to the Defendant, while we acknowledge the sum to be payed is a large amount, the Defendant willingly entered into this contract, and striking down this contract based on detriment to the defendant would significantly and erroneously cause the entire contract law system of Redmont to go into crisis, as any person who has to pay due to a contract could claim that they are being caused detriment by having to pay a contract.​

c) Finally, regarding transparency, as established multiple times, both parties were well aware of the terms of the contract at the time of signing and therefore the contract is transparent. The Defendant tries to point to the mutual misrepresentations here, however as we demonstrated earlier, these misrepresentations were not malicious and were made mutually and thus cannot be enforced.​

6. Finally, neither in the CLF Amendment Act nor in the CLF itself does it state that the courts have the authority to strike down a contract due to “unfair terms.” The only way that a contract may be struck down by the courts, per the CLF, is if the contract lacks Offer, Acceptance, Consideration, Capacity, Legality, Legal Intent, or Format. Therefore, regardless of if some terms may be “unfair,” this point is moot, as there is no legal basis for the court to invalidate the contract based on this argument.

For these reasons, we strongly encourage the court to allow the enforcement of this contract and believe that the invalidation of this contract would not only be in violation of precedent from a higher court, but also would be an egregiously wrong misinterpretation of the CLF.

 

[dygyee]

The defendant now has 48 hours to post their opening statement.

 

[Dartanboy]

IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
OPENING STATEMENT

I. INTRODUCTION
This is practically an open-shut case of the Plaintiff trying to frame the Defendant as someone who unrightfully failed to fulfill his end of a contract, but this is not what happened. I've presented all my arguments in the Answer to Complaint, and will briefly reiterate and clarify them in this filing, but the majority will be a response to the Plaintiff's Opening Statement.

II. RESPONSE TO PLAINTIFF'S OPENING STATEMENT
1. "In their first argument, the Defendant attempts to invalidate our position in the contract as we did not pay xLayzur the $150,000, as was agreed upon, and therefore the contract should have been invalidated. However, we acknowledge that this sum was not paid, however we defend that this was the right decision on the Plaintiff’s part for two key reasons:
a) According to our calculations, the Defendant owed the Plaintiff a massive sum of over $5.3 million. As we would have been paid back easily even if we had given the Defendant the $150,000, it did not seem necessary in our eyes to pay the sum, especially when there was the potential (there was not a potential, we had reason to believe, based upon evidence, that they would not live up to their end) that the Defendant may not follow through on their end of the contract.
b) We intentionally committed an anticipatory breach of contract due to evidence provided to our firm within a week of the contract’s expiry, which showed that the Defendant had no intention of paying their end of the contract (fig. 7) and therefore we were forced to anticipatorily breach the contract to prevent any (further) monetary damages."

Well, that isn't so difficult to see. The Plaintiff did not pay the Defendant $150,000, as agreed upon in the "contract." It is plain and simple. Thus, the Defendant had no legal obligation to fulfill his end. The quote is literally a confession that they did not fulfill their end of the contract. They try to defend this choice, but there is no legal backing for this.

2. "In their second argument, the Defendant actually makes two claims: first, that the definition of “inflation” in the contract is arbitrary and cannot be enforced due to the Contract Law Foundation Act, and second, that our calculation is incorrect and in fact we should owe the Defendant $5.3 million.
a) There is no “misrepresentation” found in the contract which the Defendant signed of their own volition and with a full understanding of the terms of the contract. In figure 1, the Defendant clearly understands what is meant by the terms of the contract by acknowledging that the contract is done with the intention of being represented as an “inflation-swap.” If both parties agreed to the representation and believed it to be true, it is simply egregious to attempt to accuse one party to the contract of misrepresentation, and it would be egregiously wrong for the court to rule on this point as the representation was mutual, regardless of if it was true.
b) Second, I respectfully encourage the Defense counsel to brush up on his math knowledge. To take the absolute value of a number is to find the distance between that number and zero. That is to say, the absolute value of a number, regardless of if it is positive or negative, will always be positive. Even if the calculations before the absolute value resulted in a negative number, due to the absolute value being applied, the number must be positive. This argument is simply false."

I do not appreciate the insult to my intelligence, but I will ignore it and respond substantively to clarify the argument. My understanding is that the Defendant is referring to this argument:
"Another Misrepresentation is that the Calculation used to find the payment is:
ABS(A * [(IE / IS) - 1])

Interestingly this would be, in word, “the absolute value of [$150,000 times (the inflation rate at the end of the term divided by the inflation rate at the start of the term) minus one]”
Yet the “contract” states “xLayzur will pay Belmont Financial Group LLC an amount equal to the inflation rate over the next three months multiplied by the notional amount.” This would mean xLayzur would pay the Plaintiff NEGATIVE $5,302,548.77. Thus, if this “contract” were enforceable, the Plaintiff would actually owe xLayzur over 5 million dollars. The Plaintiff is fortunate that this contract was made so poorly as to be unenforceable."

I fully understand how Absolute Value works, and that the "Calculation" would result in $5,302,548.77, however, if you actually read the argument and the "contract" , you would see the very next line of the "contract" saying "xLayzur will pay Belmont Financial Group LLC an amount equal to the inflation rate over the next three months multiplied by the notional amount." This does not include Absolute Value and is not used to calculate any of the values used within this sentence. Thus, either the calculation formula is a misrepresentation, or the sentence is a misrepresentation. Thus, the contract is unenforceable. I hope that clears it up.

I also return to the terms of the contract requiring that the Government determine the inflation rate and that the inflation rate is found in the CPI. The inflation rate was not available in the CPI, and thus this contract is unenforceable. Sure, the Defendant was aware that this was allegedly an inflation-swap, but there was so much misrepresentation within the "contract" that in actuality, the "inflation-swap" was a guaranteed net-gain of money for the Plaintiff, and guaranteed net-loss for the Defendant, but again, this is solely due to the misrepresentations.

3. "This argument claiming that Aezal bought Nexalin’s (Belmont/Morgan Sheraton’s) share in the contract is simply a false statement and we will be addressing this through a line of questioning when Aezal is called as a witness to this case."

As stated previously, we aren't certain of the validity of this claim, but thought it was relevant. We are willing to believe the Plaintiff on this particular point.

4. "Let’s break down this extremely complex argument focused on the definitions of contracts under the Foundation of Contract Law Act (CLF). In their argument, the Defendant claims that this contract does not have capacity nor legality, two aspects of a contract, however, they fail to define these aspects of a contract and simply assert their misconstrued idea of what a contract is, and I will now be addressing why each aspect of their argument is misconstrued:
a) Capacity is not once defined under the CLF, which they proudly and mistakenly cite. In fact, the Supreme Court has set a precedent which this court must follow for what one should consider capacity to be in [2022] SCR 11. In the majority opinion, Justice JoeGamer defined capacity as “a party that has the legal ability to enter into a contract.” There is no dispute here about the ability for both the Plaintiff and Defendant having the means to enter into the contract, as both parties, being private citizens, are not restricted from entering into contracts, and both parties had the means to fulfill their obligation.
b) Legality is also not once defined under the CLF, and also has been defined in [2022] SCR 11 as “whether the contract itself is enforceable and legally binding.” The Defendant asserts that the contract lacks legality due to a supposed lack of capacity, however as we have established, there was no lack of capacity at the time of signing, and therefore the contract fulfills all other legal obligations set out by the CLF, and the Defendant agrees.
c) The Defendant finally attempts to make a very convoluted argument that the contract does not possess consideration and calls it a “promise.” However, we would argue, in this case, the contract does indeed satisfy the test for Consideration laid out under §9 of the CLF. In fact, this contract explicitly falls under §9(4), which defines executory consideration as “a promise in return for a promise.” In the contract, the Plaintiff promised to pay the Defendant $150,000, and the Defendant promised to pay the Plaintiff the appropriate sum by the calculation defined by an agreed-upon representation by both parties. Therefore, consideration does exist in this contract."

I am willing to agree that I was sorely mistaken and that Capacity was met. The requirement for Legality, however, was not met, as the "contract" is illegal due to all the other arguments, particularly argument 5.

Moving on, "the Plaintiff promised to pay the Defendant $150,000 ..." yep.... there we have it again. The Plaintiff never paid the Defendant, so why on earth would the Defendant pay the Plaintiff? The Plaintiff failed the Defendant, and they should be getting a 1-star review on Yelp.

5. "In the Defendant’s last argument, they attempt to define the contract as “unfair,” which is untrue for the following reasons:
a) Regarding protecting the contractor’s legitimate interests, yes, this contract does protect the legitimate interests of the contractor, as the contractor is a financial and investment firm, and such invalidating this contract would leave the contractor open to future damages from clients. Thus, it is imperative that the contractor is able to enforce the terms to protect their interests of maintaining safe and legitimate services.
b) Regarding detriment to the Defendant, while we acknowledge the sum to be payed is a large amount, the Defendant willingly entered into this contract, and striking down this contract based on detriment to the defendant would significantly and erroneously cause the entire contract law system of Redmont to go into crisis, as any person who has to pay due to a contract could claim that they are being caused detriment by having to pay a contract.
c) Finally, regarding transparency, as established multiple times, both parties were well aware of the terms of the contract at the time of signing and therefore the contract is transparent. The Defendant tries to point to the mutual misrepresentations here, however as we demonstrated earlier, these misrepresentations were not malicious and were made mutually and thus cannot be enforced."

Let's focus on this: "The Defendant tries to point to the mutual misrepresentations here, however as we demonstrated earlier, these misrepresentations were not malicious and were made mutually and thus cannot be enforced."

Here, we have another confession: there were misrepresentations in the contract. I need not say more.

Going back to the rest, the Plaintiff can say whatever they wish, but my response stays the same as it was:
"So, your honor. Ask yourself, are these terms reasonably necessary to protect the legitimate interest of the contractor? I don’t think so. $150,000 three months ago is not equal to over $5 million now, so these terms are unfair.

Does this term cause xLayzur detriment if the contractor enforces it? Yes, your honor. It would literally take the Defendant’s entire net worth – everything he has worked for his entire life – to even begin to pay off this “contract.” Thus, these terms are unfair.

Finally, how transparent are these terms? Well, as stated before, there are multiple misrepresentations and the calculation of the payment is stated different in two different places within the contract. Thus, these terms are unfair."

6. "Finally, neither in the CLF Amendment Act nor in the CLF itself does it state that the courts have the authority to strike down a contract due to “unfair terms.” The only way that a contract may be struck down by the courts, per the CLF, is if the contract lacks Offer, Acceptance, Consideration, Capacity, Legality, Legal Intent, or Format. Therefore, regardless of if some terms may be “unfair,” this point is moot, as there is no legal basis for the court to invalidate the contract based on this argument."

First of all, this is not true. The Unfair Terms clause clearly exists to define unfair contracts and allow the court to strike it. The Plaintiff mentions precedent that this is not true, but never states where this precedent can be found, so I question its validity.

III. OPENING STATEMENTS
1. The Plaintiff breached the terms of the contract by not paying the Defendant $150,000. Because of this, the Defendant has no obligation to pay the Plaintiff anything. This argument alone is enough to win this case.

2. The contract contains multiple misrepresentations. This is confirmed by the Plaintiff, saying, "these misrepresentations were not malicious and were made mutually and thus cannot be enforced."

3. The contract is unfair, as per the CLF Act and its only amendment.

4. For those reasons, it is abundantly clear that the Defendant owes the Plaintiff nothing.

IV. COUNTER PRAYER FOR RELIEF
1. The Defendant seeks a public apology from Morgan Sheraton & Co LLP for filing a baseless lawsuit, worth over $5 million, against him.

Thank you.

 

[dygyee]

We will now move on to witnesses. Both parties have 48 hours to provide their list of witnesses, or state that they have none.

 

[Dartanboy]

We no longer believe Aezal to be relevant. The Defense has no witnesses to call.

 

[Element]

Your honor, I am extremely sorry that this is late however we would like to call Nexalin and Aezal as witnesses.

 

[Dartanboy]

OBJECTION
Breach of Procedure

The Plaintiff missed their time to call witnesses. The Defense requests the witnesses do not be summoned.

 

[dygyee]

Because the Plaintiff missed their time to call a witness, and then edited their post to add another witness even later, I will be accepting this breach of procedure and will not be summoning the witnesses. We will now move on to closing statements. The Plaintiff has 48 hours to post their closing statement.

 

[Element]

Your honor, I would respectfully like to ask for a twenty-four hour extension (until Monday afternoon) as I am extremely busy this weekend with personal matters. I would greatly appreciate it if possible.

 

[dygyee]

I will be rejecting this extension as you have already been late in this court case.

 

[Dartanboy]

I will be rejecting this extension as you have already been late in this court case.

IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
MOTION TO RECONSIDER

The Defense holds that IRL matters are much more important than anything related to a block game, and believes that the Plaintiff's extension should be granted, as they asked before their time expired.

 

[dygyee]

I will be rejecting the motion to reconsider. An extension is not guaranteed and is not a right. With that being said, I am typically very generous when it comes to giving extensions for IRL matters. To my knowledge I have never turned down anyone’s request for an extension as long as they have met all of their deadlines for a court case. However in this case, the Plaintiff has already missed a deadline without an extension being granted. I was nice and chose not to charge the Plaintiff with contempt of court for being late, however part of the consequences of being late includes the fact that the presiding judge may be less likely to grant an extension later in the case.

I will not be giving a 24 hour extension however the Plaintiff may have an additional 8 hours, until tonight, to post their closing statement.

 

[Element]

Your honor, I am not making this up but my basement IRL has literally just flooded with water and I will not be able to write a closing statement tonight and post it in time. I ask for your understanding in this matter so I ask for an extension once again.

 

[dygyee]

I will accept your original extension. You have until 72 hours from when you were asked to post your closing statement to do so. (This means Monday afternoon at 2:44 PM eastern time).

 

[Element]

IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
CLOSING STATEMENT

I. INTRODUCTION
Your honor, throughout this court case, the main point of contention between the Plaintiff and the Defendant has been the argument of whether or not the “inflation-swap” contract can be considered valid under the CLF, and after rebutting the Defense’s opening statement, I plan to highlight what the Plaintiff believes to be the key points of why this contract is, in fact, a contract:

1. There is legal backing behind an anticipatory breach of contract;

2. The government does indirectly provide an inflation rate through the CPI;

3. The fact that a months-old “misrepresentation” should not result in either party being penalized; and

4. There in fact were no intentional “misrepresentations” and the terms should be enforced as understood.

II. REBUTTAL OF DEFENSE’S OPENING ARGUMENTS

1. “Well, that isn't so difficult to see. The Plaintiff did not pay the Defendant $150,000, as agreed upon in the "contract." It is plain and simple. Thus, the Defendant had no legal obligation to fulfill his end. The quote is literally a confession that they did not fulfill their end of the contract. They try to defend this choice, but there is no legal backing for this.”

There are heaps of legal backing for anticipatory breaches of contract and why they are appropriate in a situation such as this, as opposed to the Defendant’s breach of contract for no legal reason whatsoever. We have already laid out why our following through on the anticipatory breach was necessary (we were informed that the Plaintiff did not intend to carry out their end of the contract), so in this closing statement I will reaffirm the legal basis for an anticipatory breach. Although there is no explicit Act of Congress condoning anticipatory breaches of contract, there is no law prohibiting them, so we ask the courts in this case to reaffirm this legal principle within Redmont:
a) To once again remind the courts, we had extremely good cause to follow through on the anticipatory breach, which is the most essential reasoning behind such a breach. Anticipatory breaches occur when “a party repudiates prior to the date that the performance is due,” and since the Defendant clearly repudiated their performance (paying their sum) in figure 7. Therefore, we should be exempted from performance however the contract should still stand.
b) I’ll also provide some more examples where anticipatory breaches would result in non-performance to reaffirm our position:
i) In theory, if a contract resulted in party A paying party B $100,000 for a service, for example building a skyscraper, but party B discovered that party A had no intent to pay the $100,000, it would be acceptable for party B to halt work on the skyscraper construction mandated by the contract.
ii) In theory, if a contract mandated party C to refrain from speaking on a matter (i.e. an NDA) to protect the interests of party D, who also may not speak on the matter, and party D discovers that party C intends to speak on the matter if they are upset with party D, it would be acceptable for party D to speak on the matter to protect their interests.

2. “I fully understand how Absolute Value works, and that the "Calculation" would result in $5,302,548.77, however, if you actually read the argument and the "contract" , you would see the very next line of the "contract" saying "xLayzur will pay Belmont Financial Group LLC an amount equal to the inflation rate over the next three months multiplied by the notional amount." This does not include Absolute Value and is not used to calculate any of the values used within this sentence. Thus, either the calculation formula is a misrepresentation, or the sentence is a misrepresentation. Thus, the contract is unenforceable. I hope that clears it up.”

We would like to thank the Defense for clarification on this matter. We argue, in this case, that this in fact is not a “misrepresentation,” as at the time of signing there was a mutual understanding that the clause “xLayzur will pay Belmont Financial Group LLC an amount equal to the inflation rate over the next three months multiplied by the notional amount" referred to the calculation listed earlier in the contract. It would be egregiously wrong for the court to invalidate the contract due to this because this document was signed with a mutual understanding over three months ago. If a party had an issue with the language (which, to reiterate, was mutually understood as referring to the calculation), they should have brought it up as a “misrepresentation” some time before signing or within the three months the contract was in effect. It is extremely unfair to the Plaintiff, who had a mutual understanding with the Defendant, to be penalized after-the-fact for a non-issue that has been exploited by the Defense.

Just because a contract does not go the way you intended does not mean you are entitled to not fulfill your end, like the Defendant had expressed even before the expiration of the contract. If a contract is unfair, the place to resolve the dispute is in court before the contract has expired. The answer is not to simply refuse to hold up your end of it and expressly state (before the expiration) that you would not.

3. “I also return to the terms of the contract requiring that the Government determine the inflation rate and that the inflation rate is found in the CPI. The inflation rate was not available in the CPI, and thus this contract is unenforceable. Sure, the Defendant was aware that this was allegedly an inflation-swap, but there was so much misrepresentation within the "contract" that in actuality, the "inflation-swap" was a guaranteed net-gain of money for the Plaintiff, and guaranteed net-loss for the Defendant, but again, this is solely due to the misrepresentations.”

This is easily discredited by explaining how many companies, like banks, investment firms, etc., determine the inflation rate based upon the CPI. There doesn't need to be a formal definition or statement of inflation, as it is a general understanding that cannot be conflated or confused — it is simply math based upon data provided by the government. To expand further, former Department of Commerce Secretaries have mentioned the inflation rates based upon CPI data, showing that the CPI does, in fact, define inflation, if one knows what they're doing, and clearly, as a financial institution, the Plaintiff does know what they’re doing. This would have been explained by Nexalin in his testimony, however that is no longer in play. To reiterate, by providing the necessary data points, the government does provide the inflation rate, regardless of the format the Defendants would like to see it in, so therefore this argument is patently false.

4. “I am willing to agree that I was sorely mistaken and that Capacity was met. The requirement for Legality, however, was not met, as the "contract" is illegal due to all the other arguments, particularly argument 5.

Moving on, "the Plaintiff promised to pay the Defendant $150,000 ..." yep.... there we have it again. The Plaintiff never paid the Defendant, so why on earth would the Defendant pay the Plaintiff? The Plaintiff failed the Defendant, and they should be getting a 1-star review on Yelp.”

Here, we once again ask the court to look to the anticipatory breach as reasoning as to why the Plaintiff has not failed the Defendant, and in fact, why the Defendant has failed the Plaintiff.

Once again, on the Legality point, we believe that this contract was perfectly legal and that it would be an egregious error for the courts to strike it down, so therefore the requirement of Legality is, in fact, met.

5. “Let's focus on this: "The Defendant tries to point to the mutual misrepresentations here, however as we demonstrated earlier, these misrepresentations were not malicious and were made mutually and thus cannot be enforced."

Here, we have another confession: there were misrepresentations in the contract. I need not say more.”

First of all, this was not intended as a confession and I am extremely disappointed in the Defense counsel for attempting to construe my words to prove his untrue point. I was referring to the “misrepresentations,” as the Defense had defined them, yet I had not admitted that the “misrepresentations” the Defense loves to harp on so much were true. I was simply noting that even if the “misrepresentations” were indeed misrepresentations, they cannot be cause to strike down the contract, as the “misrepresentations” were mutually understood by both parties to the contract.

6. “First of all, this is not true. The Unfair Terms clause clearly exists to define unfair contracts and allow the court to strike it. The Plaintiff mentions precedent that this is not true, but never states where this precedent can be found, so I question its validity.”

We do not concede the point on unfair terms being a reason to strike down a contract, however instead I will focus more on why these terms are not, in fact, unfair. Like I have reiterated throughout this rebuttal, these terms were not unfair as I explained in my opening statement, and if the Defendant believed them to be unfair, they should have brought that up when the contract was signed or shortly after, before the contract had expired, and they had three months to do so yet did not, so clearly they did not think that the contract was unfair until it came time for them to actually hold up their end. Using this fake unfairness as a reason to say “lol no” and not hold up one’s end of a contract is, quite frankly, disgusting.

III. CLOSING STATEMENTS

Although I have already explained why this contract should be enforced above, I will simply condense this case down to a few matters, which clearly fall in the favor of the Plaintiff:

1. Is the contract enforceable? Yes, it is, because even if the defense argues that there were “misrepresentations” by disgustingly misconstruing my words to admit that there were, these so-called “misrepresentations” were:
a) Only brought up now, showing that the Defendant did not believe them to be “misrepresentations” in the past and simply does not wish to pay; and
b) Mutually understood by both parties, and therefore even if the court does find inconsistencies between the language of the contract, which the Plaintiff believes to be easily understood, no party should be penalized.

2. Is the contract fair? Yes, it is, because both parties signed this contract without duress or stress and after deliberations, and there was also a mutual understanding of what was expected. I’d also argue that the Amendment to the CLF simply defines unfairness and does not say that contracts can be struck down because of it, especially after the fact when a party simply does not want to pay.

3. Does the DoC provide inflation data in CPIs? Yes, they do. As I point out in this statement, not only does the DoC provide the necessary data to make inflation calculations, as many institutions have done throughout Redmont’s history, but DoC Secretaries themselves have referred to the CPI as defining inflation rates, therefore validating this claim. So long as the DoC provides the data, which they do, only a simple calculation needs to be run to find the rate.

4. Is there legal backing behind the principle of an anticipatory breach of contract? We would argue that there is, as there is not only heaps of legal thought behind this matter, such as the reasoning I explained in II(1), but also precedence in similar legal systems to Redmont. We acknowledge here that we are asking the courts to go beyond the CLF, however not only is this important to be set in stone as precedent for future contracts, but also to make sure that a party cannot claim that a contract was breached and claim damages when they had intended to breach it, as is happening here.

For those reasons above, we rest our case on our complaint and arguments laid out in both our opening and closing statements, and ask for a ruling in our favor. Thank you.

 

[dygyee]

The Defendant now has 48 hours to post their closing statement.

 

[Dartanboy]

IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
CLOSING STATEMENT

In short, the Plaintiff never fulfilled their end of the contract, thus there is no way to enforce this contract. I will still make a few points, though.

1. The Plaintiff would have you believe that Anticipatory Breach of Contract is something that is permitted by law, making claims such as "There are heaps of legal backing for anticipatory breaches of contract and why they are appropriate in a situation such as this" and "Although there is no explicit Act of Congress condoning anticipatory breaches of contract, there is no law prohibiting them, so we ask the courts in this case to reaffirm [Anticipatory Breach of Contract] within Redmont."

Your honor, Anticipatory Breach of Contract is still Breach of Contract, which is prohibited by law. The Plaintiff makes many claims that Anticipatory Breach of Contract is legal, but provides no evidence to back it up, and just uses buzzwords like "heaps of legal backing" and "reaffirm this legal principle."

Like the Plaintiff said, there are no Acts of Congress condoning anticipatory breaches of contract, but I would argue that there is a law prohibiting them: the same law prohibiting breach of contract (because anticipatory breach of contract is still breach of contract).

2. The Plaintiff claims "I was simply noting that even if the “misrepresentations” were indeed misrepresentations, they cannot be cause to strike down the contract, as the “misrepresentations” were mutually understood by both parties to the contract."

Your honor, this is not how misrepresentations work. There are clearly misrepresentations as the "Calculation" does not match the description of what the Defendant is supposed to pay the Plaintiff. My client did not notice this because it is a misrepresentation -- a lie -- that sneaked by unnoticed. That's the whole purpose of the law around misrepresentations. It is to protect innocent people like my client from dishonest people trying to scam people out of their entire life's work.

3. The Plaintiff claims "DoC Secretaries themselves have referred to the CPI as defining inflation rates, therefore validating this claim." but provides no evidence, so it must be assumed to be false. Thus, it is still understood that "inflation" is not defined in the CPI.

Regardless, even if it is true that DoC Secretaries have done this, it is inexcusable to represent in the contract that "inflation" would be explicitly defined in the CPI, when it is not.

4. The Plaintiff says "We would argue that there is [legal backing behind Anticipatory Breach of Contract], as there is not only heaps of legal thought behind this matter, such as the reasoning I explained in II(1), but also precedence in similar legal systems to Redmont. We acknowledge here that we are asking the courts to go beyond the CLF, however not only is this important to be set in stone as precedent for future contracts, but also to make sure that a party cannot claim that a contract was breached and claim damages when they had intended to breach it, as is happening here."

Your honor, once again, the Plaintiff makes bold claims such as the existence of "precedence in similar legal systems to Redmont." There are two major issues, 1) no evidence was provided to support this claim and 2) it doesn't matter. Just because a similar legal system, such as the United States or United Kingdom, might have laws about Anticipatory Breach of Contract does not mean Redmont does.

The Plaintiff doesn't want you to merely "go beyond the CLF." They want you to take a law from another country and apply it in Redmont.

Thank you.

 

[dygyee]

Thank you to the Defendant. A verdict will be posted within the coming days.

 

[dygyee]

Verdict

IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
VERDICT
Morgan Sheraton Co LLP v. xLayzur [2023] FCR 41

I. PLAINTIFF'S POSITION
1. On January 29th, the Defendant signed an inflation swap contract with the Plaintiff.
2. The contract stated that the Plaintiff would pay the Defendant $150,000 in exchange for the inflation after 3 CPI's produced by the DOC.
3. This was calculated to be $5,152,548.77 excluding the $150,000 owed to the Plaintiff.
4. The inflation rates are determined by the CPI even though the DOC doesn't provide actual inflation rates.

II. DEFENDANT'S POSITION
1. The Plaintiff didn't hold up their end of the deal by paying $150,000, so the Defendant shouldn't be held to their part of the contract.
2. Even if the breach of contract was anticipatory, it is still a breach of contract.
3. The contract isn't clear and is thus unenforceable. This is because one line has the equation, and the other line states that "xLayzur will pay Belmont Financial Group LLC an amount equal to the inflation rate over the next three months multiplied by the notional amount." Which turn out to be completely different numbers. (One positive the other negative).
4. Furthermore enforcing this contract the way the Plaintiffs wish to enforce it is unfair and should be declared null and void.

III. THE COURT OPINION
1. Before it can be determined how much one party owes another party, we must verify that a contract existed.
2. According to the CLF all contracts have Offer, Acceptance, Consideration, Capacity, Legality, Legal intent and Format.
3. There is a clear Offer, Acceptance, Consideration, Capacity, Legal Intent and Format. The only part of that still needs to be determined is the legality.
4. The two main things in this case that would question the legality of the contract is an ambiguous offer, as well as possible misrepresentation.
5. Misrepresentation occurs when a fact is stated in a contract, and this fact turns out to be false. In this case, there was no statement in the contract that is false, therefor there is no misrepresentation.
6. As for what defines inflation, the Plaintiff clearly wrote in the contract that the inflation rate will be determined by the government and will be provided every CPI for the next 3 months. The issue with this is that the CPI and government do not determine inflation making this crucial part of the contract vague and ambiguous.
7. Furthermore, the contract is ambiguous in another spot. The Plaintiff provided an equation to determine how much they would get paid, and then wrote it out in a sentence format. The issue is that the sentence format doesn't have the absolute value, while the equation does making the offer ambiguous.
8. Lastly, in order for the Plaintiff to be owed any money in the first place, they need to hold up their end of the contract. There is no law that allows you to breach a contract because you think that the other party won't hold up their end of the contract.

IV. DECISION
1. Because the contract had a vague and ambiguous offer, I hereby declare this contract to be considered null and void.
2. If the Plaintiff had paid the Defendant the $150,000 they would have been entitled to their money back, however they didn't hold up their end of the contract, so the Defendant doesn't have to either.
3. Due to both of the previous reasons, I hereby rule in favor of the Defendant.

The Federal Court thanks all involved.