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Dewald v. Black Tusk Global LLC

Securities Fraud Claim Not Stated; Statements' Alleged Falsity Not Factually Supported

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MEMORANDUM OPINION & ORDER Plaintiff Jerome W. Dewald, proceeding pro se, brings this action against Defendants Black Tusk Global LLC, Broad Pine Capital, LLC, and Stephen Inglis for violations of various securities laws, breach of contract, and common law fraud. Plaintiff alleges that Defendants made material misrepresentations during the sale of an equity interest in a limited liability company and then violated the terms of that sale, resulting in the total loss of his $22,500 investment. Now before the Court is Defendants’ motion to dismiss the Complaint for failure to state a claim. For the reasons that follow, that motion is granted, albeit without prejudice. BACKGROUND I. Factual Background The following facts alleged in the Complaint are assumed to be true for the purposes of this motion. See, e.g., Stadnick v. Vivint Solar, Inc., 861 F.3d 31, 35 (2d Cir. 2017). The Court also considers facts drawn from the various agreements that govern the challenged transaction, which were incorporated into the Complaint by reference. See ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 98 (2d Cir. 2007). Plaintiff Jerome Dewald, a citizen of New York, “is an investor in the emerging legal cannabis market.” Compl.

6, 14. Upon information and belief, Defendants Black Tusk Global, LLC (“Black Tusk”) and Broad Pine Capital LLC (“Broad Pine”) are limited liability companies domiciled in Delaware that transact business in New York. Id.

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