(Aiding & Abetting Violations of the CEA)   (Violation of 7 U.S.C. § 25(a)(1)(D) and 17 C.F.R. § 180.1))   (Violation of 7 U.S.C. § 6b(e)(3))   14.  Section 6b(e)(3) of the CEA makes it unlawful for TD Ameritrade to “directly or  indirectly, bu the use of any means or instrumentality of interstate commerce, or of the mails, . . .  in  or in connection with any order to make, or the making of, any contract of sale of any  commodity for future delivery (or option on such a contract), . . . on a group or index of  securities (or any interest therein or based on the value thereof) — . . . to engage in any act,  practice, or course of business which operates or would operate as a fraud or deceit upon any  person.”   15.  17 C.F.R. § 180.1 is a rule promulgated by the CFTC in the wake of Dodd-Frank.   The rule makes it unlawful for TD Ameritrade to “directly or indirectly, in connection with  any . . . contract of sale of any commodity in interstate commerce, or contract for future delivery  on or subject to the rules of any registered entity, to intentionally or recklessly: . . . [e]ngage, or  attempt to engage, in any act, practice, or course of business, which operates or would operate as  a fraud or deceit upon any person . . . .”   17.  Plaintiffs are individual investors with brokerage accounts at TDA.  As with most  if not all TDA customers, trades made by Plaintiffs through TDA were cleared by TDAC.  And  because some of Plaintiffs’ investments, including the investments at issue here, were options on  futures contracts, TD Ameritrade’s futures-related entity, TDAFF, became involved.   18.  Futures contracts “are financial contracts obligating the buyer to purchase an asset  or the seller to sell an asset, such as a physical commodity or a financial instrument, at a  predetermined future date and price.  Futures contracts detail the quality and quantity of the  underlying asset; they are standardized to facilitate trading on a futures exchange.”1  An option  on a futures contract gives the option holder the right to buy or sell a futures contract.   19.  On February 5, 2018, Plaintiffs held substantial investments in options on E-Mini  S&P 500 futures contracts (“E-Mini S&P Option Contracts”) through TDA.   21.  E-Mini S&P contracts represent “agreements to buy or sell the cash value of an  underlying contract at a specified date in the future.  Each contract is sized at a certain value  multiplied by the underlying contract’s price.  The e-mini S&P 500 . . . has a contract size of $50  times the S&P 500 Index. . . .  Like stocks, the value of the contract changes throughout the  trading session in response to economic events and market activity.”3   22.  Most E-Mini S&P contracts and options on those contracts are purchased on  “margin,” although margin debt operates somewhat differently in connection with investment in  futures contracts than it does with stock investments.  Investopedia explains that: “The concept  of margin differs between stock . . .  and futures because stock . . .  trading involves buying  something tangible (part of a company . . . ) and futures trading involves buying or selling a  contract whose obligation will be met at a future date.  Margin for stock . . . trading is defined as  borrowed money, whereas futures margin is considered an initial deposit or an ‘earnest money’  deposit.” 4   23.  To invest in and trade E-Mini S&P Option Contracts, Plaintiffs contracted with  TD Ameritrade to act as their broker, either directly or through various TD Ameritrade affiliates  that have access to the Exchange where E-Mini S&P Option Contracts are traded.   25.  Plaintiffs understood and accepted that investments in E-Mini S&P Option  Contracts carried substantial investment risk.  What Plaintiffs did not know or accept was that  TD Ameritrade would act in bad faith in a manner that would operate as a fraud or deceit on  Plaintiffs in connection with the liquidation of Plaintiffs’ margin accounts.  B.  The Events of February 5, 2018   26.  Throughout the day on February 5, 2018, the value of several of the stocks that  underlie the S&P 500 index fluctuated and, in many instances, dropped.  Falling values and  fluctuations in the value of the S&P 500 Index caused volatility.  This volatility increased the  amount and speed at which prices were moving up and down in the market for E-Mini S&P  Option Contracts.   27.  TD Ameritrade made no effort to force the sale of positions in Plaintiffs’ accounts  throughout the trading day for the S&P 500 stocks that underlie the E-Mini S&P Option  Contracts.  Instead, TD Ameritrade waited until the stock market closed at 3:15 p.m. Central  time.   28.  In this “after-market,” particularly as a result of the volatility throughout the  trading day, there was so little liquidity for E-Mini S&P Option Contracts that there was  effectively no real market for the E-Mini S&P Option Contracts.     29.  After the markets closed on February 5, TD Ameritrade took full control of  Plaintiffs’ accounts.  Despite there being virtually no liquidity in the after-hours market, TD  Ameritrade liquidated the E-Mini S&P Option Contracts in Plaintiffs’ accounts.   31.  Instead of waiting for the market to reopen on February 6, TD Ameritrade phoned  its LP’s to liquidate Plaintiffs’ E-Mini S&P Option Contracts overnight.  Because of the lack of  any competition in the overnight market, these LP’s set the terms for their participation in the  transactions.  The LP’s set inflated prices and hedged against those positions prior to completing  the trades, so as to substantially reduce their downside risk.     32.  The liquidation of Plaintiffs’ E-Mini S&P Option Contracts was not done in an  arms-length transaction.  The terms of the sale were dictated by TD Ameritrade’s chosen LP’s.   TD Ameritrade accepted the terms without negotiation or seeking any alternative bids.  The  liquidation of the E-Mini S&P Option Contracts in Plaintiffs’ accounts, and the accounts of the  proposed class members, was accompanied by payment of a substantial “liquidity premium” in  an arbitrary amount determined unilaterally by TD Ameritrade’s chosen LP’s.   33.  This contrived “market” resulted in large immediate profits for TD Ameritrade’s  chosen LP’s at the expense of Plaintiffs.   34.  Alternatively, even if TD Ameritrade did not use its LP’s to liquidate some or all  of the E-Mini S&P Option Contracts in Plaintiffs’ accounts and instead used an electronic market  to liquidate the positions, there was so much volatility and so little liquidity in the “market” for  the E-Mini S&P Option Contracts in the accounts of the Plaintiffs and the proposed class  members that the liquidation of E-Mini S&P Option Contracts through an electronic market after  the close of the underlying stock markets on February 5th was grossly negligent.   36.  For example, Plaintiff Rahimi made a purchase of 10 “2500 put” contracts that  could have been liquidated by TD Ameritrade at $46.50 each at the market’s closing on  February 5.  TD Ameritrade liquidated those contracts in the aftermarket at 11:07 p.m. Central  time at $116.25 each — figure that was more than two-and-a-half times more expensive to  Rahimi.  When the market reopened on the morning of February 6, the contracts’ liquidation  position stood at about $42 each.  Two hours later, they were down to $20.70 each.   37.  Similarly, Plaintiff Krukever made a purchase of 294 “2040 put” contracts that  could have been liquidated by TD Ameritrade at $4.15 each as the market neared its close on  February 5.  TD Ameritrade liquidated those contracts in the aftermarket at 8:20 p.m. Central  time at $37.25 each — a figure that was approximately nine times more expensive to Krukever.   When the market reopened on the morning of February 6, the contracts’ liquidation position  stood at about $10.50 each.  An hour later, they were down to $1.20 each.   38.  Each Plaintiff began February 5 with substantial positive balances in their E-Mini  positions.  Following TD Ameritrade’s after-market actions, TD Ameritrade contends that each  Plaintiff suffered enormous losses in their accounts.  TD Ameritrade contends that the substantial  positive values in each Plaintiffs’ accounts were eliminated and further that each Plaintiff now  owes a substantial deficiency debt to TD Ameritrade.   40.  TD Ameritrade’s conduct breached its obligations of good faith, fair dealing and  commercial reasonableness to Plaintiffs.  TD Ameritrade’s course of business operated as a fraud  or deceit upon Plaintiffs in connection with an order to make options on contracts of sale of a  commodity for future delivery and resulted in substantial damages to Plaintiffs.   41.  TD Ameritrade’s conduct was knowing and intentional if not reckless.   42.  TD Ameritrade did not suffer actual out-of-pocket losses from the liquidation of  Plaintiffs’ E-Mini positions.  Any “losses” claimed by TD Ameritrade simply reflect the  valuations improperly attributed to Plaintiffs’ E-Mini positions after TD Ameritrade’s after-hours  and commercially unreasonable liquidation of Plaintiffs’ accounts substantially destroyed the  value of Plaintiffs’ E-Mini S&P Option Contracts.   43.  Any recovery by TD Ameritrade on any debt purportedly owed by any Plaintiff  due to the prices set by TD Ameritrade’s LPs for the improper liquidation of Plaintiffs’ E-Mini  S&P Option Contracts is barred by TD Ameritrade’s bad faith and failure to act in a  commercially reasonable manner in contravention of the CEA.  45.  Excluded from the Class are Defendants and their directors, officers or  employees.   46.  This action may be maintained as a class action pursuant to Rule 23 of the Federal  Rules of Civil Procedure, because it meets all the requirements of Rule 23(a)(1-4), including the  numerosity, commonality, typicality and adequacy requirements, and it satisfies the requirements  of Rule 23(b)(3) in that the predominance and superiority requirements are met.   47.  Numerosity.  The members of the Class are so numerous that joinder of all  members is impracticable.  Although Plaintiffs do not know the exact number of Class members  as of the date of filing, Plaintiffs believe that there are hundreds or thousands of Class members  throughout the United States.   49.  Typicality.  Plaintiffs have claims that are typical of the claims of all of the  members of the Class.  Plaintiffs’ claims and all of the Class members’ claims arise out of the  same uniform course of business employed by TD Ameritrade on February 5 and 6, 2018, and  arise under legal theories that apply to the claims of Plaintiffs and all other members of the Class.   50.  Adequacy of Representation.  Plaintiffs will fairly and adequately represent the  interests of the members of the Class.  Plaintiffs do not have claims that are unique to Plaintiffs,  nor are there defenses unique to Plaintiffs that could undermine the efficient resolution of the  Class’ claims.  Further, Plaintiffs are committed to the vigorous prosecution of this action and  have retained competent counsel, experienced in class action litigation, to represent it.  There is  no hostility between Plaintiffs and the unnamed Class Members.  Plaintiffs anticipate no  difficulty in the management of this litigation as a class action.   51.  Predominance.  Common questions of law and fact predominate over questions  affecting only individual Class members.  The only individual issues likely to arise will be the  exact amount of damages recovered by each Class member, the calculation of which does not bar  certification.    52.  Superiority.  A class action is superior to all other feasible alternatives for the  resolution of this matter.  Individual litigation of multiple cases would be highly inefficient and  would waste the resources of the courts and of the parties.   54.  Defendants have acted similarly with respect to the entire Class by uniformly  subjecting Plaintiffs and the Class to the course of business described above.  55.  Plaintiffs incorporate the allegations of paragraphs 1 through 54 as if fully set  forth herein.   56.  Plaintiffs, through TD Ameritrade, made the E-Mini S&P 500 Option Contracts at  issue here.  The E-Mini S&P 500 Option Contracts are options on contracts for the future  delivery of commodities, specifically, an index of securities, as described in the CEA, 7 U.S.C.  §§ 25(a)(1)(B) and 6b(e)(3).   57.  Through the conduct described above, TD Ameritrade engaged in an act, practice,  or course of business that operated as a fraud or deceit upon Plaintiffs.   58.  TD Ameritrade acted as alleged above, directly or indirectly, in connection with  Plaintiffs’ making of the E-Mini S&P 500 Options Contracts at issue here.   59.  TD Ameritrade’s conduct was in violation of the CEA, 7 U.S.C. § 6b(e)(3).   60.  Plaintiffs suffered actual losses as a result of TD Ameritrade’s violation of the  61.  Plaintiffs incorporate the allegations of paragraphs 1 through 54 as if fully set  forth herein.   63.  Through the conduct described above, TD Ameritrade engaged in an act, practice,  or course of business which operated as a fraud or deceit upon Plaintiffs.   64.  TD Ameritrade acted as alleged above, directly or indirectly, in connection with  Plaintiffs’ making of the E-Mini S&P 500 Options Contracts at issue here.   65.  TD Ameritrade’s conduct was in violation of the Dodd-Frank amendment to the  CEA, 7 U.S.C. § 25(a)(1)(D), and regulations promulgated by the Commodity Futures Trading  Commission, 17 C.F.R. § 180.1(a)(3).   66.  Plaintiffs suffered actual losses as a result of TD Ameritrade’s violation of the  67.  Plaintiffs incorporate the allegations of paragraphs 1 through 54, 56 through 60,  and 62 through 66 as if fully set forth herein.   68.  Plaintiffs sustained losses as a result of the conduct of TDA, TDAC and TDAFF,  acting collectively, here referred to as TD Ameritrade, in violation of 7 U.S.C. § 6b(e)(3) and 17 