On Wednesday, September 2, 2026, the United States District Court for the Northern District of Illinois, Eastern Division, issued an order in a lawsuit filed by cryptocurrency investor Essam Saad against digital platform operators Bakkt Holdings, Bakkt Crypto Solutions, Bakkt Marketplace, and Webull Pay. The court, in an opinion authored by Judge Rebecca R. Pallmeyer, partially granted and partially denied the defendants’ motion to dismiss the case.
The lawsuit stems from Saad’s purchase of approximately $250,000 worth of Cardano (ADA) and Solana (SOL) cryptocurrencies in early 2022 through the defendants’ platform. In September 2023, the defendants notified customers, including Saad, that they would no longer support ADA and SOL and would liquidate any holdings not sold by users by a specific deadline. Saad did not liquidate his holdings, and the defendants proceeded to sell his ADA and SOL, returning most of the proceeds to him. Months later, the price of these cryptocurrencies significantly increased, leading Saad to file suit.
Saad alleges that the defendants conducted an unauthorized sale of his holdings for their own benefit, causing him to lose potential gains. He claims this action violates the federal Commodity Exchange Act, as well as state contract and tort laws. The defendants moved to dismiss the complaint, arguing that their user agreement allowed them to “delist” cryptocurrencies, which they interpreted as including the right to liquidate customer holdings.
Judge Pallmeyer’s order found that the term delist
Judge Pallmeyer’s order found that the term “delist” in the Bakkt User Agreement, as commonly understood, means removing a security from the list of tradable assets, not forcing the sale of a user’s holdings. The court noted that Delaware law, which governs the contract claim, requires contract terms to be given their ordinary meaning. The court stated that if a contract’s language is ambiguous, extrinsic evidence is considered to determine the parties’ intent. In this case, the court found the term “delist” was not ambiguous and did not grant the defendants the right to sell Saad’s cryptocurrency without his consent.
The court also pointed to other provisions in the user agreement that emphasize the user’s sole responsibility for transactions, which appeared to contradict the defendants’ interpretation.
The defendants also argued that their platform’s technical capabilities necessitated liquidation when delisting. However, the court stated that this was not a defense at the pleading stage and that the defendants could not force a sale simply because they did not wish to invest in making technical changes to their platform to accommodate user retention of delisted assets.
The court denied the motion to dismiss Saad’s
The court denied the motion to dismiss Saad’s breach of contract claim. However, the court granted the motion to dismiss Saad’s claims for common-law fraud and commodities fraud, citing a lack of specificity in the pleadings and insufficient allegations of misrepresentation and scienter. The court also dismissed the unjust enrichment claim due to Saad’s failure to meaningfully respond to the defendants’ arguments.
The court denied the motion to dismiss claims for breach of the covenant of good faith and fair dealing and breach of fiduciary duty, finding that Saad’s allegations of self-serving liquidation for the defendants’ own liquidity were sufficient to state a plausible claim. The court also denied the motion to dismiss claims for conversion and negligence without prejudice, noting that the parties had not agreed on which state’s law applied and that the issues might be treated differently in Delaware and Illinois.
Finally, the court found that Saad had standing to seek declaratory and injunctive relief, as he alleged an ongoing custodial relationship with the defendants and a continuing risk of harm. The defendants were ordered to answer the complaint within 21 days.
Please contact BlockTribune for access to a copy of this filing.
