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Pg ID 94

UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF MICHIGAN
MATTHEW FINSTON,
Plaintiff,

Case No. 15-12013

v.

Hon. Arthur J. Tarnow

TAYLOR CHRISTOFFERSEN, SAMUEL

CHARLES CARY, BRADY FARRELL,
ADDISON BRADLEY BACHMAN, and
CX3 HOLDINGS, LLC,
Defendants.
_______________________________________/
FIRST AMENDED COMPLAINT AND JURY DEMAND
Plaintiff Matthew Finston, through counsel, states as follows for his Amended Complaint
against Defendants Taylor Christoffersen, Samuel Charles Cary, Brady Farrell, Addison Bradley
Bachman and CX3 Holdings, LLC (Defendants):
1.

Matthew Finston is a New York resident who maintains his principal residence in

New York, New York.

2.

Taylor Christoffersen is a Kansas resident who maintains his principal residence

at 1356 155th, Olathe, Kansas 66062.

3.

Samuel Charles Cary is a Texas resident who maintains his principal residence at

17810 White Tail Court, Houston, Texas 77084.

4.

Brady Farrell is an Arizona resident who maintains his principal residence at

32203 North 16th Avenue, Phoenix, Arizona 85085.

5.

Addison Bradley Bachman is a New Mexico resident who maintains his principal

residence in Columbus, New Mexico.

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6.

Pg ID 95

CX3 Holdings, LLC is a Georgia limited liability company with its principal

place of business located at 3379 Peachtree Road, NE, Suite 555, Atlanta, Georgia 30326.
7.

Upon information and belief, Defendants are the owners, operators, and

administrators of the website www.mmj.today.

8.

www.mmj.today is a website purporting to inform the community about the

science, industry, lifestyle, health, business and politics surrounding medical marijuana around
the world and related industry subjects.
9.

www.mmj.today is viewable, and has been viewed, by residents in the state of

Michigan.
10.

This case involves Defendants publication, through www.mmj.today, of an

article on May 8, 2015 entitled Potential Criminal Indictment of Stock Basher Matthew
Finston. (Ex. A, the Article.)
11.

As set forth below, Defendants published the Article in order to have a negative

impact on Finston in Michigan, and to bolster the value of a publicly traded Michigan
corporation.
12.

Defendants specifically intended for the Article to have significant effects in

Michigan.
13.

The Article was viewed extensively in Michigan, and Michigan residents

promoted the Article in their social networks.

14.

Jurisdiction is proper in this District pursuant to 28 U.S.C. 1331, 1332 because

the amount in controversy exceeds $75,000 and the dispute is between citizens of different States
and a foreign state.

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15.

Pg ID 96

Venue is proper in this District pursuant to 28 U.S.C. 1391(b)(3) because each

of the defendants are subject to this Courts personal jurisdiction.

General Allegations
16.

Finston is an online author who writes about investing and corporations.

17.

Fisnton regularly posts articles on a website seekingalpha.com, where he has

posted at least 75 articles on a wide variety of subjects.

18.

Finston has published a number of articles regarding companies that are vying to

supply the anticipated legal marijuana market in Canada.

19.

On occasion, Finston has been critical of a company called CEN Biotech.

20.

CEN Biotech trades under the symbol FITX.

21.

CEN Biotech was a Michigan company, maintaining its principal office within

this District at 29235 Stephenson Highway, Suite 206, Madison Heights, Michigan 48071.
22.

Nearly one quarter of all the stockholders of CEN Biotech live in Michigan.

23.

Each of the individual Defendants are shareholders of CEN Biotech.

24.

Finston was sued in the United States District Court for the Eastern District of

Michigan regarding his articles on CEN Biotech. (Ex. B.) That case was voluntarily dismissed
before service.
25.

Defendants, through www.mmj.today, published the Article on May 8, 2015

entitled Potential Criminal Indictment of Stock Basher Matthew Finston. (Ex. A.)
26.

Defendants appear to have updated the Article since May 8, 2015 to include the

words From our viewpoint and allegedly. Such statements do not make the article any less
defamatory.

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27.

Pg ID 97

The Article maliciously and falsely claims that Finston has engaged in obvious

and admitted fraudulent conduct and willful misrepresentations with the intent to manipulate the
price of FITX and cause a loss of value to shareholders stock as sellers or purchasers. His
alleged fraudulent conduct satisfies all of the elements . . . necessary to constitute a Rule 10b-5
violation. (Ex. A.)
28.

The day that the Article was published, May 8, 2015, was the same day that

restricted shares issued to insiders of CEN Biotech would be freely tradeable.

29.

On May 8, 2015, a total of 136 million shares of CEN Biotech became

unrestricted. The market value of those shares had a redemption value of $952,000.
30.

Finston, in his articles regarding CEN Biotech, stressed concern regarding the

amount of shares that were to become unrestricted in this manner.

31.

Specifically, Finstons concern was that 136 million shares becoming freely

tradeable could mean excessive dilution for non-insider shareholders, to the benefit of insider
shareholders.
32.

Upon information and belief, the Article was published to have the specific effect

of reassuring Michigan investors that their investments in CEN Biotech were still valuable, at the
expense of defaming Finston in the eyes of the Michigan investors.
33.

The Article was viewed by Michigan residents, and Michigan residents promoted

the article through online social networks.

34.

The Article is defamatory. Finston has not engaged in fraudulent conduct, and

Finston has not made willful misrepresentations to manipulate stock prices or cause a loss of
value to shareholders stock.

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35.

Pg ID 98

Rather, given the timing of the Article and the restrictions on CEN Biotech stock,

it appears that the Article was published to manipulate the stock prices of CEN Biotech.
36.

The Article was published maliciously, with knowledge that it was false, or with

reckless disregard as to whether it was false.

37.

On May 10, 2015, Finston demanded a retraction of the Article. (Ex. C.)

38.

Defendants did not respond to Finstons demand for retraction, and Defendants

have not removed the article from the website.

39.

The Article constitutes defamation per se, which is independently actionable

pursuant to MCL 600.2911.

40.

Finston has been damaged as a result of the Article.

41.

Finston seeks judgment as set forth below.

Count I - Defamation

42.

Finston incorporates the allegations in the foregoing paragraphs as though fully

set forth here.

43.

The Article makes false and defamatory statements about Finston.

44.

Specifically, the Article falsely states that Finston committed a crime by

fraudulently manipulating stock prices.

45.

The Article is capable of being viewed by anyone in the world with internet

46.

The Article was published maliciously, with knowledge that it was false, or with

access.

reckless disregard as to whether it was false.

47.

The Article was per se defamatory pursuant to MCL 600.2911(1).

48.

Finston has been damaged by the Article.

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49.

Pg ID 99

Finston seeks judgment as set forth below.

Count II False Light Invasion of Privacy

50.

Finston incorporates the allegations in the foregoing paragraphs as though fully

set forth here.

51.

The Article placed Finston in a false light in the public eye.

52.

The Article gave Finston unwanted publicity.

53.

Upon information and belief, the Article was viewed by thousands of people, if

not millions of people, because it is capable of being viewed by anyone in the world with internet
access.
54.

Defendants knew or acted with reckless disregard as to the falsity of the Article

and the false light in which it placed Finston.

55.

Finston has been damaged by the Article.

56.

Finston seeks judgment as set forth below.

Prayer for Relief

WHEREFORE, Finston respectfully requests that this Court enter judgment:

A.

Awarding Finston money damages sufficient to compensate him for all forms of

economic loss including, without limitation, actual, incidental, consequential, and/or exemplary
damages;
B.

Awarding Finston punitive damages pursuant to MCL 600.2911;

C.

Awarding Finston all legal fees and costs associated with bringing this lawsuit;

D.

Awarding Finston any and all such other relief as this Court deems just, equitable

and

and appropriate under the circumstances.

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Jury Demand
Finston demands a jury for all matters so triable.
Respectfully submitted,
BOYLE BURDETT

Dated: July 30, 2015

By:/s/H. William Burdett, Jr.

Eugene H. Boyle, Jr. (P42023)
H. William Burdett, Jr. (P63185)
14950 East Jefferson, Suite 200
Grosse Pointe Park, Michigan 48230
(313) 344-4000
burdett@boyleburdett.com
Attorneys for Matthew Finston

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Pg ID 101

UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF MICHIGAN
MATTHEW FINSTON,
Plaintiff,

Case No. 15-12013

v.

Hon. Arthur J. Tarnow

TAYLOR CHRISTOFFERSEN, SAMUEL

CHARLES CARY, BRADY FARRELL,
ADDISON BRADLEY BACHMAN, and
CX3 HOLDINGS, LLC,
Defendants.
_______________________________________/
Proof of Service
I, H. William Burdett, Jr., certify that on July 30, 2015, I filed the First Amended
Complaint and Jury Demand with the Clerk of the Court using the ECF system. I further certify
that on July 30, 2015, I served a copy of the First Amended Complaint by electronic and United
States Mail upon:
Brady Farrell
32203 North 16th Avenue
Phoenix, Arizona 85085
bpfarrell55@gmail.com

Samuel Charles Cary

5802 Windcliff Court
Katy, Texas 77449
samcary777@gmail.com
/s/H. William Burdett, Jr.
H. William Burdett, Jr. (P63185)
Boyle Burdett
14950 East Jefferson, Suite 200
Grosse Pointe Park, Michigan 48230
(313) 344-4000
burdett@boyleburdett.com
Attorneys for Matthew Finston