27.  Until recently, electricity and natural gas were supplied and distributed by local  utility companies. Over the last several years, however, a number of states have begun to change  the regulations in the energy industry to enhance competition between energy providers.    28.  In theory, the deregulation of energy is supposed to allow consumers to shop  around for the best energy rates. However, Crius Energy Trust, through the other Defendants,  exploits deregulated markets, by engaging in a misleading and deceptive bait-and-switch sales  scheme with potential customers.   29.  Defendants engage and engaged in a multi-level-marketing scheme enticing IVAs  to earn money by encouraging family and friends to switch energy providers and by encouraging  these new Viridian customers to find additional customers themselves. Defendants’ ability to  expand in this manner is based in large part on their use of IVAs to spread its fraudulent claims to  potential customers.     31.  Defendants exploit ambiguities in their representations by creating, through  standardized marketing materials and scripts, the expectation of competitive pricing and savings  when, in fact, the promise of savings in their energy bills is illusory.    32.  Defendants’ standardized representations regarding rates and energy savings are  materially misleading to consumers.    33.  Defendants’ misrepresentations and omissions caused injury to Plaintiffs and the  Class members, who reasonably believed that they would receive energy cost savings on their  electric and natural gas bills, when, in actuality, they were actually charged substantially more  for their energy supplies when they switched to Viridian. Had Plaintiffs and the Class members  known that they would be charged substantially more for their energy supplies by switching to  Viridian, they would not have enrolled with Viridian or purchased energy from it.    34.  Plaintiffs and the Class members have sustained economic injury and damages as  a result of Defendants’ wrongful conduct.   37.  These complaints reflect the false and misleading course of conduct that  Defendants are or were engaged in, resulting in damages to consumers across the nation.   39.  Government action has already been taken against Viridian in connection with the  wrongful conduct described herein. On June 7, 2012, the Maryland Public Service Commission  imposed a civil penalty of $60,000 against Viridian related to its false advertising and marketing  practices. Under Order 84959, the Commission found that Viridian violated Public Utilities  Article § 7-507 and Code of Maryland Regulation 20.53.07.07 and 20.53.07.08 by engaging in  false, misleading, and deceptive advertising and solicitations related to the savings the consumer  would realize, as well as their relationship with utility companies.13  Upon information and  belief, substantially similar investigations are underway in New Jersey and in several other  states. Notwithstanding such investigations and litigation by customers, Viridian keeps  expanding its operations.  41.  Defendants actively promoted sales on a national basis despite the fact that  Viridian conducted business in many states. Regional differences in Viridian’s marketing were  relatively few and immaterial. For example, “teams” of super-salesmen such as Viridian’s Team  V, composed of IVAs Jim Kenny, Ed Kenny, Brenden Kenny and Michael FitzPatrick, operated  in multiple states.14 They and each other group and IVA in Viridian’s pyramid marketing  structure used direct selling materials to assure standardized and essentially uniform sales  presentations were and are made to prospective customers.    42.  Such uniformity was and is brought about through the so-called “Viridian  University,” through which the Company supplies literature to IVAs, such as the brochure “An  Opportunity With Purpose,” and shows IVAs videos to stimulate them to recruit other IVAs and  assure uniformity of retail sales presentations. Viridian creates websites for IVAs and provides  them with ongoing selling “tips.”  In addition, the Company holds retreats and other sessions to  motivate its IVAs to sell energy at retail, to recruit other IVAs, and to assure uniformity of  marketing of energy sold by Viridian.    44.  The exact number of Class members is unknown as such information is in the  exclusive control of Viridian. Plaintiffs, however, believe that the Class and Sub-Class each  encompass thousands of individuals dispersed throughout Maryland, New Jersey, Delaware, and  the nation.  Therefore, the number of persons who are members of the Class described above are  so numerous that joinder of all members in one action is impracticable.   45.  Questions of law and fact that are common to the entire Class predominate over  individual questions because the actions of Defendants complained of herein were generally  applicable to the entire Class.     47.  Plaintiffs’ claims are typical of those of other Class members because Plaintiffs  and all Class members were injured by the same wrongful practices of Defendants as described  in this Complaint.  Plaintiffs’ claims arise from the same practices and course of conduct that  give rise to the claims of all Class members, and are based on the same legal theories.     49.  Plaintiffs have no interests that are contrary to or in conflict with those of the  Class they seek to represent.   50.  Viridian has acted or refused to act on grounds generally applicable to all  members of the Class, thereby making appropriate final injunctive relief or corresponding  declaratory relief with regard to Class members as a whole and certification of the Class under  Rule 23(b)(2) proper.  51.  Plaintiffs re-allege and incorporate by reference the allegations contained in all  preceding paragraphs as though set forth fully herein.   52.  Viridian is the sole Defendant to this Count.   53.  Plaintiffs and all members of the Class entered into contracts with Viridian,  pursuant to which it was to charge them for energy supplied.  Implicit in such contracts was  Viridian’s duty to act in good faith vis-à-vis its customers and treat them fairly.    54.  At all times relevant, Viridian had total control of the energy bills that were  provided to its customers and determined unilaterally the prices for energy that would be charged  to consumers.    56.  Furthermore, while Viridian agreed to set its rates to “market conditions,” it, in  fact, set its rates based solely on what the market could bear, as is evidenced by Viridian’s rates  dramatically increasing even as public utility rates decreased.    57.  Viridian breached its contractual obligations by failing to set rates in response to  “market conditions.”    58.  In so doing, Viridian acted recklessly, maliciously, in bad faith, unfairly and  without good cause, thereby preventing Plaintiffs and the Class members from receiving their  reasonably expected benefits under the terms that were promised to them.    59.  As a direct and proximate result of Viridian’s deceptive, fraudulent, and unfair  practices as referred to herein, Plaintiffs and Class members have suffered damages in an amount  to be determined at trial.    60.  Plaintiffs, on behalf of themselves and all others similarly situated, demand  judgment against Viridian for damages and declaratory relief.  61.  Plaintiff Hembling re-alleges and incorporates by reference the allegations  contained in all preceding paragraphs as though set forth fully herein.   63.  At the time Defendants made or caused to be made these misrepresentations and  concealed material facts integral to Viridian’s “bait and switch” scheme, Plaintiff Hembling and  the Maryland Sub-Class members were unaware of the falsity of these representations, and  reasonably believed them to be true and had no knowledge of the material facts that Defendants  did not disclose.   64.  In making these representations or causing them to be made or failing to disclose  material facts, Defendants knew they were false and intended that Plaintiff Hembling and the  Maryland Sub-Class members would rely upon such misrepresentations and failures to disclose  material facts.   65.  Plaintiff Hembling and the Maryland Sub-Class members did, in fact, rely upon  such misrepresentations and/or Defendants failure to disclose all material facts and, as a  consequence, became customers of the Company. Such reliance was reasonable, as Plaintiff  Hembling and the Maryland Sub-Class members had no reason to believe that Defendants would  not act honestly and in good faith.    66.  As a direct and proximate result of Defendants’ deceptive, fraudulent, and unfair  practices, Plaintiff Hembling and the Maryland Sub-Class members have suffered damages in an  amount to be determined at trial.    68.  Plaintiffs re-allege and incorporate by reference the allegations contained in all  preceding paragraphs as though set forth fully herein.    69.  Under the circumstances alleged herein, Defendants owed a duty to Plaintiffs and  the Class to provide them with accurate information regarding, inter alia, the true nature of  Viridian’s energy rates and lack of energy cost savings.   70.  Defendants, directly or through IVAs, represented to Plaintiffs and Class members  that by switching energy suppliers to Viridian, they would enjoy savings with competitive market  rates.    71.  Defendants’ representations were false, negligent and material.   72.  Defendants negligently made these false misrepresentations with the  understanding that Plaintiffs and Class members would rely upon them.   73.  Plaintiffs and Class members did, in fact, reasonably rely upon these  misrepresentations and concealments of material facts by Defendants.   74.  As a direct and proximate result of Defendants’ negligent actions, Plaintiffs and  Class members have suffered damages in an amount to be determined at trial.    76.  Plaintiffs re-allege and incorporate by reference the allegations contained in all  preceding paragraphs as though set forth fully herein.    77.  Plaintiffs and the Class have unintentionally conferred substantial benefits on  Defendants by switching to Viridian as their energy suppliers, and Defendants have consciously  and willingly accepted and enjoyed these benefits and invested them.   78.  Defendants knew or should have known that the payments to Viridian were given  and received with the expectation that Plaintiffs and the Class would be saving money on their  energy bills, as represented by Defendants.   79.  Because of the wrongful activities described above, Defendants have been  unjustly enriched by their wrongful receipt of Plaintiffs and Class members’ monies through  corporate revenues, salaries and other financial benefits.   80.  Defendants, having retained the monies which unjustly enriched them, should be  required by the Court to account to Plaintiffs and the Class for their unjust enrichment and the  profits earned thereafter from investing such monies.   81.  As a direct and proximate result of Defendants’ wrongful conduct and unjust  enrichment, Plaintiffs and Class members have suffered damages in an amount to be determined  at trial.   83.  Plaintiff Hembling re-alleges and incorporates by reference the allegations  contained in all preceding paragraphs as though set forth fully herein.   84.  Plaintiff Hembling asserts this cause of action on behalf of herself and the other  Maryland Sub-Class members.   85.  This cause of action is brought pursuant to Maryland’s Consumer Protection Act,  Md. Code, Com. Law § 13-101, et seq. (“the MCPA”).   86.  The MCPA declares unlawful deceptive and unfair trade practices, such as:  making false or misleading statements and other representations that have the capacity, tendency,  or effect of deceiving or misleading consumers; failing to state material facts where the failure  deceives or tends to deceive consumers; and engaging in deception, misrepresentation, or  knowing concealment, suppression, or omission of material facts with the intent that consumers  rely on the same in connection with the promotion and sale of consumer goods or services.   87.  Under the MCPA, Defendants’ misleading representations regarding energy cost  savings and competitive market rates are unfair, deceptive and unconscionable.    88.  In the course of soliciting and promoting Viridian’s purported energy cost savings  and competitive market rates to consumers and in entering into agreements with consumers to  provide such purported services, Defendants have engaged in unfair and deceptive acts and  practices in trade or commerce, in violation of Md. Code, Com. Law § 13-101.     90.  Defendants violated the MCPA and other similarly situated laws by falsely  representing to consumers that if a consumer was removed from a fixed rate term, their variable  rate would still be lower than their local utility’s rate.    91.  Defendants violated the MCPA and other similarly situated laws by falsely  representing that consumers would save money on their energy bills by switching from regulated  providers to Viridian.   92.  Defendants violated the MCPA by failing to disclose that, on a consistent basis,  Viridian’s regular rates are substantially higher than its competitors and not competitive in the  market and by failing to disclose to consumers that after the initial promotional period, energy  rates were almost guaranteed to increase substantially.    93.  Defendants violated the MCPA by failing to adequately inform consumers that  Viridian’s energy rates generally increase and will rarely ever be lower than the competitive  market price and by representing to consumers that the Company could save consumers money  on their energy bills, when, in fact, consumers are more likely to obtain better rates and energy  savings with their local regulated public utility companies.    95.  Plaintiff Hembling and the Maryland Sub-Class members relied on Defendants’  misrepresentations delivered through IVAs. Had Defendants disclosed to the Class members, in  Viridian’s marketing and sales promotional materials or otherwise, that their energy bills would  increase with Viridian, Plaintiff Hembling and the Maryland Sub-Class members would not have  switched from their regulated energy providers to Viridian for their energy supplies.   96.  As a direct and proximate result of Defendants’ deceptive, fraudulent, and unfair  practices, Plaintiff Hembling and the Maryland Sub-Class members have suffered injury in fact  and/or actual damages in an amount to be determined at trial.    97.  Plaintiff Hembling, on behalf of herself and all others similarly situated, demands  judgment against Defendant for damages and declaratory relief.   BREACH OF CONTRACT/COVENANT OF GOOD FAITH AND FAIR DEALING  (On behalf of the Class)   COMMON LAW FRAUD, INCLUDING FRAUDULENT INDUCEMENT, AND  FRAUDULENT CONCEALMENT  (On behalf of the Maryland Sub-Class)   NEGLIGENT MISREPRESENTATION  (On behalf of the Class)   UNJUST ENRICHMENT  (On behalf of the Class)   VIOLATION OF THE MARYLAND CONSUMER PROTECTION ACT  (On behalf of the Maryland Sub-Class)  