VolumeFi Software v. Manian CA6

I. BACKGROUND

Plaintiff VolumeFi is a startup that entered into a five-year contract in April 2021 to market nonprofit Sommelier’s blockchain product and grow its user community. The contract required Sommelier to pay plaintiff a “success fee” of 20,000,000 Sommelier tokens by November 2021 after 1,000 successful Sommelier transactions. Plaintiff asserts it successfully met the transaction metric. The contract also included a $3,000,000 early termination fee. According to the complaint, Manian “is a prominent individual in the cryptocurrency and blockchain space,” and he was aware of the contract between plaintiff and Sommelier at the time of its execution. Although not Sommelier’s agent or employee, he helped design and develop Sommelier’s platform and provided consulting services for Sommelier through his company PeggyJV, Inc. His duties included managing Sommelier’s treasury and administering plaintiff’s contract with Sommelier. Manian met with plaintiff’s CEO Taariq Lewis to review the Sommelier project, controlled plaintiff’s access to Sommelier’s software development environment and network, and reported plaintiff’s progress to Sommelier’s director on a monthly basis.…