SEC v. Ripple Court Filing, retrieved on July 13, 2023 is part of . You can jump to any part in this filing . This part is 11 of 18. HackerNoon’s Legal PDF Series here DISCUSSION II. Analysis B. Defendants’ Offers and Sales of XRP 1. Institutional Sales The Court first addresses Ripple’s Institutional Sales of XRP to sophisticated individuals and entities pursuant to written contracts. See SEC Mem. at 28–31; Defs. Mem. at 11.
Inc., No. 21 Civ. 260, 2022 WL 16744741, at *7 . Moreover, “he inquiry is an objective one focusing on the promises and offers made to investors; it is not a search for the precise motivation of each individual participant.” Telegram, 448 F. Supp. 3d at 371 ). Based on the totality of circumstances, the Court finds that reasonable investors, situated in the position of the Institutional Buyers, would have purchased XRP with the expectation that they would derive profits from Ripple’s efforts.
2022 WL 16744741, at *5–6. Further, the nature of the Institutional Sales also supports the conclusion that Ripple sold XRP as an investment rather than for consumptive use. In their sales contracts, some Institutional Buyers agreed to lockup provisions or resale restrictions based on XRP’s trading volume. See, e.g., Defs. 56.1 Resp. ¶¶ 575, 800–01. These restrictions are inconsistent with the notion that XRP was used as a currency or for some other consumptive use.