# Higgins

> United States Bankruptcy Court, S.D. New York · July 6, 2026

URL: https://www.frixlaw.com/law-library/cases/11384082

## Case

- **Full name:** Mark-Rock Higgins v. Celsius Network LLC, et al.
- **Court:** United States Bankruptcy Court, S.D. New York
- **Decided:** July 6, 2026
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/11384082

## Opinion text

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
In re: FOR PUBLICATION

CELSIUS NETWORK LLC, et al., Chapter 11

Post-Effective Date Debtors. Case No. 22-10964 (MG)

(Jointly Administered)

MARK-ROCK HIGGINS,

Plaintiff,

v.
Adv. Pro. 26-01028
CELSIUS NETWORK LLC, et al.,

Defendants.

MEMORANDUM OPINION AND ORDER GRANTING
THE MOTION TO DISMISS
A P P E A R A N C E S:
MARK-ROCK HIGGINS
Pro se

KIRKLAND & ELLIS LLP
Attorneys to Celsius Network LLC, et al., the Post-Effective Date Debtors
601 Lexington Avenue
New York, New York 10022
By: Joshua A. Sussberg, Esq.

– and –

KIRKLAND & ELLIS LLP
333 West Wolf Point Plaza
Chicago, Illinois 60654
By: Patrick J. Nash, Jr., Esq.
Ross M. Kwasteniet, Esq.
Christopher S. Koenig, Esq.
MARTIN GLENN
CHIEF UNITED STATES BANKRUPTCY JUDGE
Pending before the Court is the Adversary Complaint for Determination of
Ownership, Constructive Trust, and Turnover, and for Related Relief (the “Complaint,”
ECF Doc. # 1, Adv. Pro. No. 26-010281) filed by Mark-Rock Higgins (“Mr. Higgins” or
“Plaintiff”). In response, Celsius Network LLC and its affiliated post-effective date
debtors (collectively, “Celsius” or the “Debtors”) filed the Motion to Dismiss the
Adversary Complaint (the “Motion to Dismiss” or “MTD,” ECF Doc. # 2). The
Complaint alleges two causes of action against the Debtors. First, Mr. Higgins seeks a
determination of ownership of digital assets under § 541(d) of the Bankruptcy Code, and

second, Mr. Higgins requests turnover under § 542 of the Code. The Motion to Dismiss
seeks to dismiss both causes of action for failure to state a claim.
In response, Plaintiff submitted Plaintiff’s Opposition to Motion to Dismiss (the
“Opposition,” ECF Doc. # 3) on May 16, 2026. The next day, Plaintiff filed Plaintiff’s
Supplemental Memorandum of Law in Support of Rule 2004 Examination, Limited
Discovery, Evidentiary Hearing, and Denial of Dismissal (the “Memorandum,” ECF
Doc. # 4). On May 26, 2026, the Debtors filed the Post-Effective Date Debtors’ Reply in
Support of Motion to Dismiss the Adversary Complaint for Determination of Ownership,
Constructive Trust, and Turnover, and for Related Relief (the “Reply,” ECF Doc. # 8).
For the reasons discussed below, the Court GRANTS the Motion to Dismiss.

1 Unless otherwise noted, docket numbers refer to documents filed in the adversary proceeding.
I. BACKGROUND
A. Plaintiff’s Complaint
Plaintiff claims that he held an account in the Debtors’ Earn Program (the “Earn
Program,” and such assets, including any proceeds thereof, the “Earn Assets” and such

accounts, the “Earn Accounts”) that contained $43,512.49 worth of digital assets,
including USDC, PAX Gold (“PAXG”), and CEL Token. (Complaint Ex. A.) Plaintiff
argues that these digital assets are not estate property. (Complaint at 1.) Instead, he
claims that the Debtors are merely “custodians or bailees” of Plaintiff’s digital assets
because PAXG is a “tokenized commodity instrument,” with each token representing one
ounce of physical gold held in custody. (Id. at 2.) As such, Plaintiff contends that PAXG
is analogous to a “warehouse receipt” or a “custodial bullion certificate.” (Id. at 2-3.)
Claiming the Debtors possess no equitable interest in the digital assets, Plaintiff argues
that they should be excluded from the Debtors’ bankruptcy estate under § 541(d) of the
Code. (Id. at 5.)

Plaintiff further argues that, even if ownership of the digital assets transferred to
the Debtors, fraudulent inducement entitles him to rescission. (Id. at 3-4.) Plaintiff states
that Alexander Mashinsky misled customers “regarding the safety and use of their
assets. . . .” (Id. at 3.) Plaintiff contends that he deposited and maintained digital assets
in reliance on those misrepresentations, rendering any property transfer voidable. (Id. at
4.) Accordingly, Plaintiff asks this Court to rescind the transfer. (Id.)
Additionally, Plaintiff alleges that material factual disputes about the digital
assets’ classification, traceability, and wallet structure necessitate an evidentiary hearing
and discovery pursuant to Bankruptcy Rule 2004. (Id. at 4-5.) Plaintiff attaches a Proof
of Claim, which includes the following addendums: Statement of Claim Basis,
Reservation of Rights and Non-Assent, and Pre-Petition Judgment Preclusion Notice.
(Complaint Ex. C.)
B. Debtors’ Motion to Dismiss

On May 15, 2026, the Debtors filed the Motion to Dismiss, requesting this Court
to dismiss the Complaint for failure to state a claim. The Debtors contend that this Court
already determined the ownership of assets deposited into the Earn Program in the
Memorandum Opinion and Order Regarding Ownership of Earn Account Assets (the
“Earn Order,” Case No. 22-10964, ECF Doc. # 1822), which this Court entered on
January 4, 2023. (MTD ¶¶ 17, 26-27.) The Earn Order held that “Earn Assets constitute
property of the Debtors’ Estates.” (Id. ¶ 17.) The Debtors argue that Plaintiff has not
plausibly alleged sufficient reasons to make this Court reconsider its prior decision. (Id. ¶
25.)
The Debtors also argue that Plaintiff’s claims are procedurally barred. While

Plaintiff attaches a Proof of Claim, he “fails to allege such Proof of Claim was filed,”
either before or after the Court-ordered deadline specified in the Joint Stipulation and
Agreed Order Between the Official Committee of Unsecured Creditors and the Debtors
Establishing Account Holder Bar Date (the “Bar Date Stipulation,” Case No. 22-10964,
ECF Doc. # 3066). (Id. ¶ 14.) By failing to timely submit a Proof of Claim, Plaintiff is
“barred, estopped, and enjoined” from asserting his claims in accordance with the Order
(I) Setting Bar Dates for Submitting Proofs of Claim, (II) Approving Procedures for
Submitting Proofs of Claim, (III) Approving Notice Thereof, and (IV) Granting Related
Relief (the “Bar Date Order,” Case No. 22-10964, ECF Doc. # 1368). (Id. ¶ 29.)
Moreover, Plaintiff did not affirmatively opt out of the Class Claim Settlement approved
by this Court on August 14, 2023, in the Order (I) Approving the Settlement by and
Among the Debtors and the Committee with Respect to the Committee Class Claim and
(II) Granting Related Relief (the “Class Claim Settlement,” Case No. 22-10964, ECF

Doc. # 3288), which forecloses him from pursuing his claims. (Id. ¶ 30.)
Last, the Debtors argue that, even if Plaintiff’s claims are not procedurally barred,
he is not entitled to the relief sought. (Id. ¶ 32.) They contend that the arguments
underlying the Earn Order apply to this case. (Id.) The Debtors claim that Plaintiff
entered into a contract with the Debtors governed by the terms of use (the “Terms of
Use”) through a “clickwrap” agreement by clicking a button indicating that he accepted
the terms. (Id. ¶ 33.) The Debtors state that the Terms of Use unambiguously granted
Celsius ownership rights over the Cryptocurrency used in the Earn Program. (Id. ¶ 34.)
Accordingly, the Debtors request that this Court dismiss the Complaint. (Id. ¶
36.)

C. Plaintiff’s Opposition and Supplemental Memorandum of Law
On May 18, 2026, Plaintiff filed the Opposition and the Memorandum. In the
Opposition, Plaintiff claims that dismissal is improper by repeating his arguments that
PAXG is excluded from the estate under § 541(d) and of fraud-induced rescission of the
Terms of Use. (Opposition at 3-5.) Plaintiff claims that he was misled on company
solvency, asset safety, CEL token support, and the platform’s integrity; however, he does
not specify the representation or statement he relied upon. (Id. at 4-5.) Plaintiff repeats
that his claims create “factual disputes” that make dismissal improper and again requests
an evidentiary hearing and discovery pursuant to Bankruptcy Rule 2004. (Id. at 8.)
Plaintiff repeats in the Memorandum his arguments that PAXG is exempt from
the estate under § 541(d), of fraud-induced rescission of the Terms of Use, that the
disputed facts require discovery pursuant to Bankruptcy Rule 2004, and again requests an
evidentiary hearing. (Memorandum at 2-6.)

D. Debtors’ Reply
On May 26, 2026, the Debtors filed the Reply. The Debtors argue that the
Complaint does not adequately plead a claim for fraudulent inducement and rescission.
(Reply ¶ 4.) Pursuant to Federal Rule of Civil Procedure 9, made applicable by
Bankruptcy Rule 7009, the Debtors argue the Complaint is devoid of factual support to
satisfy the elements of fraud and contains only “threadbare recitals of the elements of a
cause of action.” (Id. ¶¶ 5-6.) The Debtors assert that Plaintiff merely concludes that the
Debtors were custodians of the assets, and that Plaintiff relied on representations made by
Alexander Mashinsky. (Id. ¶ 6.) The Debtors also argue that the Plaintiff has not met his
burden in support of his § 541(d) argument that Celsius held only the legal title and no

equitable interest in the assets because he only relies upon conclusory statements to
support the claim. (Id. ¶¶ 7-8.) The Debtors repeat the argument that this Court already
determined that all Earn Assets are property of the Debtors’ estate and that the Plaintiff's
claims are barred by the Bar Date Order, the Class Claim Settlement, and the Plan. (Id.
¶¶ 10-14.)
Last, the Debtors argue that, since the adversary proceeding is pending, discovery
would be improper under Bankruptcy Rule 2004. (Id. ¶ 19.) Instead, discovery requests
must be made under Bankruptcy Rules 7026-7037, subject to exceptions and additions
specified in Rule 9014. (Id.) The Debtors argue that discovery is also improper because
of the potentially dispositive pending motion to dismiss. (Id. ¶ 20.)
II. LEGAL STANDARD

A. Motion to Dismiss
A motion to dismiss for failure to state a claim is governed by Rule 12(b)(6) of
the Federal Rules of Civil Procedure, made applicable to an adversary proceeding by
Rule 7012 of the Federal Rules of Bankruptcy Procedure (“Bankruptcy Rules”). See
FED. R. BANKR. P. 7012; FED. R. CIV. P. 12(b)(6). The “court must accept a complaint’s
allegations as true,” and “[w]hen there are well-pleaded factual allegations, a court should
assume their veracity and then determine whether they plausibly give rise to an
entitlement to relief.” Ashcroft v. Iqbal, 556 U.S. 662, 663-64 (2009) (citing Bell Atlantic
Corp. v. Twombly, 550 U.S. 544 (2007)). Further, when reviewing the sufficiency of a

complaint, “[t]he issue is not whether a plaintiff will ultimately prevail but whether the
claimant is entitled to offer evidence to support the claims.” Scheuer v. Rhodes, 416 U.S.
232, 236 (1974). A court’s role in evaluating a motion to dismiss is to determine the
legal feasibility of the complaint, not to weigh the evidence that may be offered to
support it. Cooper v. Parsky, 140 F.3d 433, 440 (2d Cir. 1998).
In deciding a motion to dismiss, the Court accepts a complaint’s factual
allegations as true and must draw all reasonable inferences in favor of the plaintiff. See
Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 321-23 (2007); see also
Littlejohn v. City of N.Y., 795 F.3d 297, 306 (2d Cir. 2015). Although the allegations
must be taken as true, the complaint must contain more than just a formulaic recitation of

the elements of a cause of action, and the court should “identify[] allegations that,
because they are mere conclusions, are not entitled to the assumption of truth.” Iqbal,
556 U.S. at 664; Spool v. World Child Int’l Adoption Agency, 520 F.3d 178, 183 (2d Cir.
2008) (stating that “bald assertions and conclusions of law will not suffice”). To survive
a motion to dismiss for failure to state a claim, a plaintiff’s obligation to “provide the

‘grounds’ of his ‘entitle[ment] to relief requires more than labels and conclusions, and a
formulaic recitation of the elements of a cause of action will not do.” Twombly, 550 U.S.
at 555. “To show facial plausibility, the Claimant must plead ‘factual content that allows
the court to draw the reasonable inference that the [defendant] is liable for the misconduct
alleged.’” In re DJK Residential LLC, 416 B.R. 100, 106 (Bankr. S.D.N.Y. 2009)
(citation omitted).
The Court’s responsibility is to “assess the legal feasibility of the complaint, not
to assay the weight of the evidence which might be offered in support thereof.” Liu v.
Credit Suisse First Bos. Corp. (In re Initial Pub. Offering Sec. Litig.), 383 F. Supp. 2d
566, 574 (S.D.N.Y. 2005) (internal quotation marks and citation omitted); see also

Koppel v. 4987 Corp., 167 F.3d 125, 138 (2d Cir. 1999) (“A plaintiff need only allege,
not prove, sufficient facts to survive a motion to dismiss.”). The Court considers “facts
stated on the face of the complaint and in documents appended to the complaint or
incorporated in the complaint by reference, as well as to matters of which judicial notice
may be taken.” Hertz Corp. v. City of N.Y., 1 F.3d 121, 125 (2d Cir. 1993), cert. denied,
510 U.S. 1111 (1994). Dismissal is only warranted where it appears beyond doubt that
the plaintiff can prove no sets of facts in support of her claim which would entitle her to
relief. See Maxwell Commun. Corp. Pub. Ltd. Co. by Homan v. Societe Generale (In re
Maxwell Commun. Corp. Pub. Ltd. Co.), 93 F.3d 1036, 1044 (2d Cir. 1996).
B. Property of the Bankruptcy Estate Under the Bankruptcy Code
Section 541(a)(1) of the Bankruptcy Code provides that property of the
bankruptcy estate is comprised of “all legal or equitable interests of the debtor in property
as of the commencement of the case.” 11 U.S.C. § 541(a)(1). However, “any property

that the debtor holds in constructive trust for another is excluded from the estate pursuant
to § 541(d). . . .” In re Flanagan, 503 F.3d 171, 180 (2d Cir. 2007).
“In determining whether to impose a constructive trust on property within the
debtor’s possession, the Court must look to state law.” Entegra Power Grp. LLC v.
Dewey & Leboeuf LLP (In re Dewey & Leboeuf LLP), 493 B.R. 421, 431 (Bankr.
S.D.N.Y. 2013) (citations omitted). “Generally, New York law requires four elements
for a constructive trust: (i) a confidential or fiduciary relationship; (ii) a promise, express
or implied; (iii) a transfer of the subject res made in reliance on that promise; and (iv)
unjust enrichment (the most important of the four elements).” Id. This Court has noted
that “[a]lthough these factors provide important guideposts, the constructive trust

doctrine is equitable in nature and should not be ‘rigidly limited.’” Id. (quoting Koreag,
Controle et Revision S.A. v. Refco F/X Assocs. (In re Koreag, Controle et Revision S.A.),
961 F.2d 341, 348 (2d Cir. 1992)). “New York courts have consistently stressed the need
to apply the doctrine with sufficient flexibility to prevent unjust enrichment in a wide
range of circumstances,” and “the absence of any one factor will not itself defeat the
imposition of a constructive trust when otherwise required by equity.” Dewey &
Leboeuf, 493 B.R. at 431-432 (citation omitted). “When property has been acquired in
such circumstances that the holder of the legal title may not in good conscience retain the
beneficial interest, equity converts him into a trustee.” Id. at 432 (quoting Brand v.
Brand, 911 F.2d 74, 77 (2d Cir. 1987)).
Accordingly, “if the Court finds that the imposition of a constructive trust is
warranted, then § 541(d) would apply and any property held in the constructive trust

would not be property of the estate.” Dewey & Leboeuf LLP, 493 B.R. at 432.
C. Fraudulent Inducement
Rule 9(b) of the Federal Rules of Civil Procedure, made applicable to adversary
proceedings by Bankruptcy Rule 7009, “imposes heightened pleading standards for
fraud-based claims.” In re Residential Cap., LLC, 507 B.R. 477, 495 (Bankr. S.D.N.Y.
2014). Pursuant to Rule 9(b), “a party must state with particularity the circumstances
constituting fraud or mistake” if making allegations of fraud. FED. R. CIV. P. 9(b). “In
order to meet the ‘particularity’ requirement of Rule 9(b), a plaintiff [must] allege the
time, place, and content of the alleged misrepresentations on which he or she relied; the
fraudulent scheme; the fraudulent intent of the defendants, and the injury resulting from

the fraud.” In re Residential Cap., LLC, 507 B.R. at 495 (citation omitted and alteration
in original). “The purpose of Rule 9(b) is to provide fair notice to the defendant so as to
allow him to prepare an informed pleading responsive to the specific allegations of
fraud.” Advocacy Org. for Patients & Providers v. Auto Club Ins. Ass’n, 176 F.3d 315,
322 (6th Cir. 1999).
D. Legal Effect of a Memorandum Opinion and a Confirmation Order
Generally, a bankruptcy court’s “order of confirmation is treated as a final
judgment with res judicata effect.” Baeshen v. Arcapita Bank B.S.C.(c) (In re Arcapita
Bank B.S.C.(c)), 520 B.R. 15, 21 (Bankr. S.D.N.Y. 2014) (quoting In re Indesco Int'l Inc.,
354 B.R. 660, 664 (Bankr. S.D.N.Y. 2006)); see also Silverman v. Tracar, S.A. (In re Am.
Preferred Prescription, Inc.), 255 F.3d 87, 92 (2d Cir. 2001) ("The confirmation of a plan
in a Chapter 11 proceeding is an event comparable to the entry of final judgment in an
ordinary civil litigation."). “The doctrine of res judicata precludes the same parties from

litigating claims in a subsequent suit based on the same cause of action if there has been a
final judgment on those claims.” In re Residential Cap., LLC, 507 B.R. at 490 (citation
omitted). Indeed, res judicata will preclude “later litigation if [an] earlier decision was
(1) a final judgment on the merits, (2) by a court of competent jurisdiction, (3) in a case
involving the same parties or their privies, and (4) involving the same cause of action.”
Id. at 491 (quoting In re Teltronics Servs., Inc., 762 F.2d 185, 190 (2d Cir. 1985)). “In
the bankruptcy context, [courts] ask as well whether an independent judgment in a
separate proceeding would impair, destroy, challenge, or invalidate the enforceability or
effectiveness of the reorganization plan.” Corbett v. MacDonald Moving Servs., Inc., 124
F.3d 82, 88 (2d Cir. 1997) (internal quotation markers and citation omitted).

According to section 1141(a) of the Bankruptcy Code, “[a]n order of confirmation
binds the debtor and its creditors whether or not they have accepted the confirmed plan.”
Eastern Air Lines, Inc. v. Brown & Williamson Tobacco Corp. (In re Ionosphere Clubs,
Inc.), 262 B.R. 604, 612 (Bankr. S.D.N.Y. 2001); see also Indesco, 354 B.R. at 664
(“Pursuant to 11 U.S.C. § 1141(a), a confirmed plan of reorganization is binding on all
parties.”). “The finality interests of res judicata are particularly important in the
bankruptcy context, where numerous claims and interests are gathered, jostled, and are
determined and released.” Ionosphere, 262 B.R. at 612. Nonetheless, the scope of a
confirmation order’s preclusive impact is limited to the "content of the reorganization
plan and the confirmation order.” Arcapita, 520 B.R. at 21 (quoting Maxwell Commc’n
Corp. v. Societe Generale (In re Maxwell Commc’n Corp.), 93 F.3d 1036, 1044-45 (2d
Cir. 1996)). Res judicata will not apply “when a cause of action has been expressly
reserved for later adjudication.” Ionosphere, 262 B.R. at 612 (citation omitted).

III. DISCUSSION
A. Plaintiff is Enjoined from Initiating the Proposed Adversary Proceeding
Plaintiff is enjoined from commencing the proposed adversary proceeding
because he is bound by the Earn Order, the Bar Date Order, and the Class Claim
Settlement, irrespective of the validity of his contentions. Plaintiff requests that this
Court determine the ownership of digital assets deposited in the Debtors’ Earn Program.
However, this Court resolved this issue through the Earn Order, holding that all digital
assets deposited into the Debtors’ Earn Program “constitute property of the Estates.”
(Earn Order at 45.) Plaintiff has not plausibly alleged any intervening change in law,

new evidence, clear error, or manifest injustice as a basis for this Court to reconsider its
previous ruling.
Plaintiff alleges that his ownership claims are “materially distinct” to those
adjudicated in the Earn Order because of fraudulent inducement and the unique nature of
stablecoins. (Opposition at 2.) However, the Earn Order explicitly provides that
“stablecoins, as a type of cryptocurrency among Earn Assets, also belong to the Estates.”
(Earn Order at 44.) The Earn Order also addresses the “common concern” that
Alexander Mashinsky made statements that “influenced Account Holders’ decisions to
join Celsius, keep coins on Celsius’s platform, and deposit additional assets.” (Id. at 43.)

Therefore, Plaintiff’s claims are precluded as they fall within the scope of the Earn Order.
The Complaint suffers from additional procedural defects. The Bar Date Order
states that
any holder of a Claim that is not excepted from the
requirements of the Bar Date Order and fails to timely
submit a Proof of Claim in the appropriate form shall be
forever barred, estopped, and enjoined from . . . asserting
such Claim against the Debtors and their chapter 11
estates. . . .
(Bar Date Order ¶ 6.) This Court established August 2, 2023, as the final Bar Date for
creditors to file Proofs of Claim against the Debtors in the Joint Stipulation and Agreed
Order Between the Official Committee of Unsecured Creditors and the Debtors
Establishing Account Holder Bar Date (the “Bar Date Stipulation,” Case No. 22-10964,
ECF Doc. # 3066). Plaintiff failed to allege that he timely filed a Proof of Claim and is
thus barred from asserting his claims.
Even if Plaintiff timely filed a Proof of Claim, he does not allege that he opted out
of the Class Claim Settlement. Pursuant to the Class Claim Settlement, upon the
expiration of the Opt-Out Period, any claims of any Account Holder that does not opt out
of the Class Claim Settlement shall be expunged and superseded by such Holder’s
Settlement Claim. (Class Claim Settlement Ex. 1, at § 3(b).) After the confirmation
hearing in which parties in interest were permitted to raise objections, this Court entered
the Findings of Fact, Conclusions of Law, and Order Confirming the Modified Joint
Chapter 11 Plan of Celsius Network LLC and Its Debtor Affiliates (the “Confirmation
Order,” Case No. 22-10964, ECF Doc. # 3972), which approved the Debtors’ Chapter 11
Plan and incorporated the Class Claim Settlement. (Confirmation Order ¶ 262.)
Generally, “[a]n order of confirmation binds the debtor and its creditors whether
or not they have accepted the confirmed plan and thus, it has a preclusive effect.”
Ionosphere, 262 B.R. at 612. Here, the Confirmation Order is a final judgment on the
merits and the period in which appeals can be filed has expired. (Confirmation Order ¶
378.) Given Mr. Higgins does not allege that he opted out of the Class Claim Settlement
nor that he filed a timely appeal in response to the Confirmation Order, he is not

permitted to assert the claims set forth in the Complaint.
B. Even if His Requested Relief Were Not Procedurally Barred, Plaintiff
Fails to Properly Plead His Claims and is Therefore Not Entitled to the
Requested Relief
1. Constructive Trust
Plaintiff fails to state a claim for Constructive Trust. Courts have held that the
existence of a valid and enforceable contract precludes a finding of unjust enrichment
and, thus, constructive trust. In re First Cent. Fin. Corp., 377 F.3d 209, 213 (2d Cir.
2004). In the Earn Order, this Court found that the “Terms of Use formed a valid,
enforceable contract between the Debtors and Account Holders. . . .” (Earn Order at 30.)
Plaintiff provides no reason as to why the Terms of Use are invalid and unenforceable
against him and does not attach any exhibits that would support such a claim.
Furthermore, Plaintiff makes no allegations regarding the other elements of a constructive
trust. He makes no claims regarding “(i) a confidential or fiduciary relationship; (ii) a
promise, express or implied; [or] (iii) a transfer of the subject res made in reliance on that
promise.” Dewey & Leboeuf LLP, 493 B.R. at 431 (citing In re Howard’s Appliance
Corp., 874 F.2d 88, 93 (Bankr. S.D.N.Y. 2013); and citing In re First Cent. Fin. Corp.,
377 F.3d at 212). Accordingly, the § 541(d) exception does not apply to exclude the
relevant digital assets from the Debtors’ estate. The Court DENIES the request for
turnover.
2. Fraudulent Inducement and Rescission
Plaintiff fails to state a claim for fraudulent inducement and rescission. Pursuant
to the pleading standard for fraud-related claims established by Rule 9(b) of the Federal
Rules of Civil Procedure, made applicable to adversary proceedings by Bankruptcy Rule

7009, a plaintiff must “allege the time, place, and content of the alleged
misrepresentations on which he or she relied; the fraudulent scheme; the fraudulent intent
of the defendants, and the injury resulting from the fraud.” Residential Cap., 507 B.R. at
495 (citations omitted). Here, Plaintiff fails to plead his fraudulent inducement claim
against the Debtors with the particularity required under Rule 9(b). He makes only
general conclusory statements about reliance “upon materially misleading representations
concerning . . . Celsius solvency; customer asset safety; CEL token support; and platform
integrity.” (Opposition at 4-5.) However, simply alleging fraud without providing
details, as Plaintiff has done here, does not suffice. While Plaintiff invokes Alexander
Mashinsky’s criminal proceedings to establish the alleged misrepresentation upon which

Plaintiff relied, the pleading standard requires identifying specific misrepresentations,
which Plaintiff has failed to provide. (Complaint at 3-4; Opposition at 5; Memorandum
at 3.) In addition to failing to pinpoint fraudulent statements, Plaintiff also does not make
allegations regarding the fraudulent scheme, the Debtors’ fraudulent intent, and the
resulting injury. Thus, Plaintiff fails to state a claim for fraudulent inducement.
Accordingly, the Court DENIES the request for rescission.
3. The Requested Discovery is Improper
The Plaintiff has failed to state a claim and is not entitled to discovery. However,
even if the Plaintiff had adequately pleaded his claims, courts have held that once an
adversary proceeding has begun, a plaintiff must make discovery requests related to the
pending proceeding pursuant to Bankruptcy Rules 7026 through 7037 rather than
Bankruptcy Rule 2004. In re Bennett Funding Grp., Inc., 203 B.R. 24, 28 (Bankr.
N.D.N.Y. 1996). Here, Plaintiff has only requested discovery under Bankruptcy Rule

2004, which is improper. (Opposition at 7; Memorandum at 4-5.) Accordingly, the
Court DENIES Plaintiff’s request for discovery.
IV. CONCLUSION
For the reasons stated above, the Court GRANTS the Motion to Dismiss.
IT IS SO ORDERED.

DATED: July 6, 2026
Martin Glenn

MARTIN GLENN
Chief United States Bankruptcy Judge

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11384082. Public record. Not legal advice.