Limited v. Jin

Background

Lujunjin “Vivian” Liu alleged that she entered into an Advisor Agreement in July 2019 with Fred Jin and his company to provide advising and consulting services for Jin’s cryptocurrency venture. The agreement allegedly promised Liu 0.2% of the venture’s total cryptocurrency tokens, estimated at about 20 million Cere Tokens. Liu alleged that she performed her services but that Jin and others refused to pay her.

Liu sued Fred Jin, Brad Bao, Maren Schwarzer, Xin Jin, Martijn Broersma, Francois Granade, Cerebellum Network, Inc., Interdata Network Ltd., and CEF AI Inc. Her claims included fraud, aiding and abetting fraud, violations of the Racketeer Influenced and Corrupt Organizations Act, conspiracy, negligent misrepresentation, breach of the Advisor Agreement, failure to pay wages and overtime, and civil theft. She also asked the court to determine that the agreement’s arbitration provision was invalid because of fraud.

The Advisor Agreement stated: “Any disputes concerning this agreement will be submitted to binding arbitration in San Francisco, California.” The defendants petitioned to compel arbitration and stay the case. Liu argued that the defendants had not shown that a valid arbitration agreement existed and that they lacked authority to compel arbitration.

Arbitration Agreement

Applying California contract law, the court found that the defendants met their burden of showing that an arbitration agreement existed. Fred Jin provided a declaration stating that he signed the agreement on behalf of Cerebellum Network, Inc., and Liu acknowledged that she signed the agreement and performed services under it.

Liu argued that the agreement was invalid because it identified the company as “Cere Network, Inc.” rather than “Cerebellum Network, Inc.” The court rejected that argument. It concluded that California law does not require a company to use its full legal name if a reasonable person can identify the contracting party. The court also held that Liu was equitably estopped, meaning she could not rely on the agreement to seek its benefits while rejecting its arbitration provision based on the company’s abbreviated name.

The court further held that all defendants could seek arbitration even though the remaining defendants were not signatories to the agreement. It reasoned that Liu’s claims against them were intertwined with the agreement and relied on its terms, including her claims for breach of contract, unpaid wages, and civil theft.

Claims Covered by Arbitration

The court held that the contract, wage-and-overtime, and civil-theft claims concerned the Advisor Agreement and had to be arbitrated. It also held that Liu’s fraud, aiding-and-abetting-fraud, and negligent-misrepresentation claims concerned the agreement because they alleged that she relied on representations, including the promise of compensation under the agreement.

The court declined to send Liu’s RICO claims to arbitration. It found that those claims appeared to be based on alleged transfers of Cere Tokens and alleged misrepresentations about the tokens and the cryptocurrency network, rather than disputes concerning the Advisor Agreement.

Disposition and Case Management

The court granted the defendants’ motion to compel arbitration and stayed the case in its entirety pending arbitration. Although some claims were not sent to arbitration, the court concluded that the claims were intermeshed and that staying the entire case would be more efficient and reduce the risk of inconsistent judgments.

The court retained jurisdiction over the stayed case and stated that the parties could raise disputes about procedures for beginning the arbitration. The court vacated the September 24, 2026 case-management conference and ordered the parties to file a joint status report by March 22, 2027, and every six months afterward until the case closes. The ruling was issued by the court; the judge’s name in the provided signature is not sufficiently clear to identify reliably.