Court Finds FAC Adequately Pled DAO Was A Partnership Under California Law

A Decentralized Autonomous Organization, or DAO, is a governance structure popular with devotees of cryptocurrencies and blockchain technologies.  It is decentralized because holders of tokens, rather than a board of managers, make decisions. See Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934: The DAO.  

In Sarcuni v. bZX DAO, 2023 WL 2657633, the plaintiffs filed a purported class action against several defendants, alleging that each is a general partner of bZX DAO, a purported Decentralized Autonomous Organization.  The plaintiffs' claims arose from an alleged hack of a that resulted in the theft of $55 million in cryptocurrency.  

In ruling on the defendants' motion to dismiss pursuant to Rule 12(b)(6), Judge Larry Alan Burns considered whether the plaintiffs had sufficiently pled the existence of a partnership under California law.  To do so, the plaintiffs must plead sufficient facts to demonstrate that the bZx DAO is:

  • an association of two or more persons
  • carrying on as co-owners of
  • a business for profit.

See Cal. Corp. Code § 16202(a).  Although noting that this was a case of first impression, Judge Burns disagreed with the contention that recognizing the bZx DAO as a general partnership  would be "radical expansion and alteration of long-standing principles of partnership law [that] should not be countenanced."   Accepting the plaintiffs' allegations as true, Judge Burns denied the defendants' motion to dismiss. 

Readers may recall that last year, Judge William H. Orrick reached a different conclusion finding that another DAO could be sued as an unincorporated association.  See Judge Orrick Rules A Decentralized Autonomous Organization May Be Sued As An Unincorporated Association.