Prosperity Partners Inc.
On October 1, 2025, Roger Schlossberg, the Chapter 7 trustee (the “Trustee“) for Prosperity Partners Inc. (the “Debtor“), filed 78 complaints seeking the avoidance and recovery of fraudulent transfers in the Debtor‘s bankruptcy case. Each complaint is titled Trustee‘s Complaint for Avoidance and Recovery of Fraudulent Transfers (individually, the “Complaint” and, together, the “Complaints“), and the filing thereof resulted in the commencement of 78 separate adversary proceedings (individually, the “Adversary Proceeding” and, together, the “Adversary Proceedings“). In 21 of the adversary proceedings,1 the named defendants filed a
The Complaints in the Adversary Proceedings are nearly identical aside from the amounts allegedly invested in the Debtor by the defendants and the amounts allegedly owed to the defendants by the Debtor as asserted in the proofs of claim filed by the defendants in the Debtor‘s bankruptcy case. Moreover, the Motions to Dismiss present similar arguments as do the oppositions filed by the Trustee. As such, the Court is issuing a single Memorandum Opinion addressing all of the Motions to Dismiss with any notable differences discussed herein.2 For the following reasons, the Motions to Dismiss are denied.3
I. The Complaints
The Complaints allege that the defendants participated in what is best described as a “Ponzi Scheme” purportedly carried out by the Debtor by investing various sums of money in the Ponzi Scheme. The Complaints assert that a reasonable person in similar circumstances as the defendants would not have believed or otherwise relied in good faith on the Debtor‘s representations concerning its investment program. The Complaints point to the unreasonably high returns promised by the Debtor, the lack of commercially reasonable evidence supporting the Debtor‘s business operations, the lack of reasonable due diligence by the defendants, the commercially unreasonable proportion of payments and/or interest promised to be distributed by the Debtor, and to the extent that any funds were transferred back to the defendants from
Count I of the Complaints seeks the avoidance and recovery of a portion of the Transfers as actually fraudulent under
Count II of the Complaints seeks the avoidance and recovery of the Transfers as constructively fraudulent under
The Debtor, by making the Transfers to the Defendant, did not receive reasonably equivalent value or fair consideration for the Transfers. The Transfers were made to the Defendant using funds deposited in the Debtor by other investors or the Debtor‘s other creditors. Upon receipt of the Transfers, the Defendant conspicuously accepted, notwithstanding that the Defendant knew or had reason to know of the fraudulent nature of the Defendant‘s scheme.
To the extent that the Defendant received any profits or returns on its investment in the Debtor‘s fictitious program above the amount the Defendant directly contributed, such alleged profits or returns were not obtained from legitimate business operations and were fictitious.
When the Debtor made the Transfers, the Debtor was insolvent or became insolvent as a result of the Transfers; was engaged in business or transactions or were about to engage in business or transactions for which its remaining property constituted unreasonably small capital; and/or intended to incur, or believed or reasonably should have believed that it would incur, debts that would be beyond its ability to pay as such debts.
Complaint ¶¶ 31-33. Count II seeks judgment in favor of the Trustee and against the defendants in the same amounts as requested in Count I.
Count III of the Complaints seeks the avoidance and recovery of the Transfers as actually fraudulent under
Count IV of the Complaint seeks the avoidance and recovery of the Transfers as constructively fraudulent under
Lastly, Count V seeks the disallowance of the defendants’ claims against the bankruptcy estate pursuant to
II. The Motions to Dismiss
A. The Kamtchoum Motions to Dismiss and the Trustee‘s Related Oppositions
The Kamtchoum Motions to Dismiss seek dismissal of the Complaint for failure to state a valid claim under
As for the substance of the Kamtchoum Motions to Dismiss, some of the Transfers and the proofs of claim referenced therein are inconsistent with the Complaints and/or the proofs of claim filed by the defendants. For instance, in Adversary Proceeding 25-00312, the Motion to Dismiss states:
The Trustee alleges that Defendant invested at least $45,000.00 with the Debtor with the Debtor [sic] and filed Proof of Claim No. 331 for $66,600.00. (see Exhibit B, Proof of Claim). The Defendant, however, maintains that she invested at least $135,000.00 pursuant to the investment agreement. (see Exhibit A, Summary of the Investment)[.]
Adv. Proc. No. 25-00312, Dkt. No. 6, p. 8. This is not what is alleged in the Complaint, and there is no Proof of Claim attached to the Motion to Dismiss. Further, in reviewing the Claims Register in the Debtor‘s bankruptcy case, Claim No. 331 was filed by an individual named Liliane Moche, not the defendant named in Adv. Proc. No. 25-00312. Despite these inaccuracies, the legal arguments presented in the Motion to Dismiss seemingly relate to the Complaint and will be addressed by the Court.
The first argument presented in the Kamtchoum Motions to Dismiss is that the Complaint relies on conclusory statements without detailed factual allegations as required by
The third argument presented is that the defendants’ good faith bars recovery under
The defendants’ remaining arguments are: (i) the Trustee‘s characterization of the defendants as “solicitor[s]” is unsupported by any factual allegations; (ii) the Trustee‘s claims are time barred under
The Kamtchoum Motions to Dismiss attach various exhibits thereto including proofs of claim, purported investment agreements and addenda, earning statements, bank account information, tax records, copies of checks, and in one instance, a “victim impact” statement.
Preliminarily, the Trustee argues that some of the Kamtchoum Motions to Dismiss were untimely filed. Although correct in some instances, the Court is unwilling to deny any of the Kamtchoum Motions to Dismiss based on untimeliness. As stated above, there is no evidence that any delay was caused by bad faith or that the delay was prejudicial to the Trustee. Substantively, the Trustee argues that the Kamtchoum Motions to Dismiss fail to set forth any valid grounds to dismiss any of the counts presented in the Complaints. The Trustee states that the Kamtchoum Motions to Dismiss wholly ignore the applicability of the “Ponzi Scheme” presumption and prematurely assert a good faith affirmative defense before discovery has begun. The Trustee further asserts that, other than the proofs of claim filed by the defendants, the extrinsic evidence presented in the Kamtchoum Motions to Dismiss should be disregarded because any such evidence falls outside the four corners of the Complaint, is not integral to the Complaint, and is not properly part of the Court‘s consideration of the Kamtchoum Motions to Dismiss. The Trustee maintains that the actual fraudulent transfer claims are plead with sufficient particularity to survive dismissal even to the extent the heightened standard under
The Iweanoges Motions to Dismiss argue that the intentional fraudulent conveyance claim alleged in Count I of the Complaints should be dismissed because the defendants provided reasonably equivalent value in good faith to the Debtor. The Iweanoges Motions to Dismiss assert that the alleged Ponzi Scheme is speculative at best and the facts supporting the alleged scheme are conclusory. Accordingly, the Iweanoges Motions to Dismiss argue that the Ponzi scheme presumption does not apply to the Complaints and that the Complaints cannot support an inference the defendants had actual or even constructive knowledge of the Debtor‘s alleged fraud necessary to establish that they did not act in good faith. Similarly, the Iweanoges Motions to Dismiss argue that the constructive fraud claim in Count II of the Complaints fails because the Trustee has not satisfied the fourth element to prove constructive fraud – that the Debtor received less than reasonably equivalent value in exchange for the Transfers. The Iweanoges Motions to Dismiss state that the Complaints are not specific as to the defendants’ investments and that, without establishing a sum certain, the Trustee is unable to satisfy this element. As for Counts III and IV, the Iweanoges Motions to Dismiss argue that the Complaints fail to allege any applicable state law on which the Trustee relies and, therefore, Counts III and IV should be dismissed. Lastly, the Iweanoges Motions to Dismiss argue that Count V of the Complaint is contingent on the Trustee prevailing on Counts I through IV, and because Counts I through IV should be dismissed, Count V must also be dismissed.
The Trustee‘s oppositions to the Iweanoges Motions to Dismiss are similar to his oppositions to the Kamtchoum Motions to Dismiss. The Trustee argues that the Ponzi scheme presumption applies and is sufficient to establish the Debtor‘s actual intent to hinder, delay, or defraud creditors so as to permit avoidance of the Transfers as a fraudulent transfer under
The Trustee‘s other arguments are: (i) the defendants’ asserted good faith defense is wholly inapplicable at this stage of the Adversary Proceeding; (ii) even though the Trustee does not have the burden of pleading (or the ultimate burden of proof) as to the defendants’ good faith defense, the well-pleaded allegations in the Complaints dispute or rebut any factual basis for a good faith defense by the defendants; (iii) the Complaints state plausible claims for constructive fraudulent transfers; (iv) as to any “net winners” (i.e., investors whose payments from the Debtor exceeded their investment in the Debtor)¸ any good faith defense does not extend to and cannot protect payments in excess of the amount invested by the defendants; (v) the Trustee is not required to plead applicable state law for claims under
One of the two Pro Se Motions to Dismiss asserts that the named defendant, Mathias Takam, “was not the investor, did not own the funds, did not benefit from the transfers, and acted solely as Power of Attorney and a mere conduit for the true investor, Naoussi Takam Fabrice Romeo.” Adv. Proc. No. 25-00302, Dkt. No. 11. Mr. Takam explains that the actual investor (Mr. Romeo) resides outside of the United States and that the defendant acted solely under a power of attorney for Mr. Romeo due to international banking limitations. Mr. Takam maintains that any payments that he received were forwarded to Mr. Romeo and were not for the benefit of the defendant. Mr. Takam asserts that under established bankruptcy law, “a mere conduit is not an initial transferee and cannot be held liable under
In opposing Mr. Takam‘s Motion to Dismiss, the Trustee asserts that the defendant‘s assertions implicate a good faith affirmative defense and rest on documents and facts outside the four corners of the Complaint. The Trustee further points out that Mr. Takam filed a proof of claim in the Debtor‘s case, which he signed as the creditor and not the creditor‘s agent, and that he also signed the investor agreements with the Debtor as the Agreement Holder. The Trustee states that Mr. Takam does not deny that the Transfers were made and states that, to the extent Mr. Romeo is a subsequent transferee under
The other Pro Se Motion to Dismiss was filed by Wily Armand Tague Takougang and consists of a one-page form used in Maryland state courts that simply alleges that the Complaint should be dismissed for “pleading deficiencies, failure to state a claim because I am a victim that Prosperity scammed as well as missing supporting evidence from the Plaintiff.” Adv. Proc. No. 25-00339, Dkt. No. 16.
In opposing Mr. Takougang‘s Motion to Dismiss, the Trustee states that the motion asserts no valid grounds to dismiss any of the counts in the Complaint. The Trustee then reasserts the arguments made in his other oppositions.
III. Relevant Statutes
The Bankruptcy Code provisions applicable to the Court‘s analysis are
(a)(1) The trustee may avoid any transfer ... of an interest of the debtor in property ... that was made or incurred on or within 2 years before the date of the filing of the petition, if the debtor voluntarily or involuntarily –
(A) made such transfer ... with actual intent to hinder, delay, or defraud any entity to which the debtor was or became, on or after the date that such transfer was made or such obligation was incurred, indebted; or
(B)(i) received less than a reasonably equivalent value in exchange for such transfer or obligation; and
(ii)(I) was insolvent on the date that such transfer was made or such obligation was incurred, or became insolvent as a result of such transfer or obligation;
(II) was engaged in business or a transaction, or was about to engage in business or a transaction,
for which any property remaining with the debtor was an unreasonably small capital;
(III) intended to incur, or believed that the debtor would incur, debts that would be beyond the debtor‘s ability to pay as such debts matured; or
(IV) made such transfer to or for the benefit of an insider, or incurred such obligation to or for the benefit of an insider, under an employment contract and not in the ordinary course of business.
[T]o the extent that a transfer is avoided under section 544 [or] … 548 ... of this title, the trustee may recover, for the benefit of the estate, the property transferred, or, if the court so orders, the value of such property, from (1) the initial transferee of such transfer or the entity for whose benefit such transfer was made[.]
Lastly,
Notwithstanding subsections (a) and (b) of this section, the court shall disallow any claim of any entity from which property is recoverable under section 542, 543, 550, or 553 of this title or that is a transferee of a transfer avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549 or 724(a) of this title, unless such entity or transferee has paid the amount, or turned over any such property, for which such entity or transferee is liable under section 522(i), 542, 543, 550, or 553 of this title.
Every defense to a claim for relief in any pleading must be asserted in the responsive pleading if one is required. But a party may assert the following defenses by motion ... failure to state a claim upon which relief can be granted ...
A motion to dismiss under
To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to “state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 554, 570 (2007)). A complaint is plausible when the plaintiff pleads factual content that allows the court to draw
V. Analysis
The Court has reviewed the Complaints, the Motions to Dismiss, and the oppositions and finds that the Complaints contain sufficient factual matter to survive dismissal. The allegations contained therein, which the Court accepts as true, state claims for relief that are plausible on their face. See Iqbal, 556 U.S. at 678 (“To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.” (internal quotation marks omitted)). At this stage in the proceedings, the Trustee is entitled to the Ponzi scheme presumption, which has been explained in the following way:
Once a fraudulent scheme is shown to be a Ponzi scheme, a presumption arises that all of the transactions that are a part of the Ponzi scheme were made with the intention to hinder, delay, or defraud creditors, a critical element of a fraudulent conveyance. The Ponzi scheme presumption relieves the trustee of the burden of proving that each transaction was made with the intention to hinder, delay, or defraud creditors. A party seeking to raise a presumption has the burden of proving the predicate facts that give rise to the presumption. In this case, the burden is on the trustee to prove the predicate facts: that a Ponzi scheme existed and that the transactions were a part of the Ponzi scheme. If the trustee cannot carry his burden of proof, the presumption will not arise. In re Whitley, 463 B.R. 775, 781–83 (Bankr. M.D.N.C. 2012); In re Pearlman, 440 B.R. 569, 575 (Bankr. M.D. Fla. 2010); Wing v. Williams, 2011 WL 891121, *4 (Bankr. D. Utah 2011).
Here, the Trustee will have to establish the existence of a Ponzi scheme, but for purposes of the Motions to Dismiss, the Court must accept as true that the scheme existed, the defendants made the alleged investments therein, the defendants received the Transfers from the Debtor in return, and the Transfers were made with the requisite fraudulent intent because these alleged facts are well-pleaded in the Complaints. As the Trustee points out, the defendants’ assertions of good faith are not a basis to dismiss the Complaints and, instead, are a defense to the allegations to be proven at trial. Moreover, the Complaints satisfy the heightened pleading requirement of
Similarly, the defendants did not establish that the Complaints fail to state a claim for constructively fraudulent transfers in Counts II and IV. “In order to avoid a transfer under
As for the third element, insolvency, the Complaints assert that the Debtor was insolvent at all relevant times thereto, including at the time of the Transfers. “Plaintiff‘s allegation, although technically ‘a formulaic recitation of the elements of a cause of action,‘, is nevertheless sufficient: by definition, Ponzi-style investment schemes are insolvent. Returns paid to investors are comprised of nothing more than the principal investments made by other investors.” Whitley, 463 B.R. at 784 (internal citation omitted).
With respect to the fourth element, “[r]easonably equivalent value is a question of fact as to which the court is to be given considerable latitude to make a determination by considering all the facts and circumstances surrounding the transaction in question.” Id. at 785 (citing In re Summit Place, LLC, 298 B.R. 62, 70 (Bankr. W.D.N.C. 2002)). “In the case of Ponzi schemes, the general rule is that a defrauded investor gives ‘value’ to Debtor in exchange for a return of the principal amount of the investment, but not as to any payments in excess of principal.” Id. Here, the Trustee argues that the claim a Ponzi investor holds is akin to a restitution claim, such that if the defendants knew or should have known about the fraudulent scheme, then there is no offset for value and thus no reasonably equivalent value. The Trustee cites In re Lake States Commodities, Inc., 253 B.R. 866, 872 (Bankr. N.D. Ill. 2000), which
The defendants’ remaining arguments also fail to establish a basis for dismissal. The Trustee‘s characterization of the defendants as “solicitor[s]” is not germane to the Complaints. The Trustee‘s claims are not time barred, and in fact, contrary to the assertions in the Kamtchoum Motions to Dismiss, the Complaints set forth the date that the Debtor filed its voluntary petition (October 2, 2023) while the Complaints were filed on October 1, 2025 – less than two years after the Petition Date. Thus, the Complaints were filed within the two-year period set forth in
VI. Conclusion
For all of these reasons, the Motions to Dismiss will be denied, the Court will enter an order consistent with this Memorandum Opinion in each of the 21 Adversary Proceedings, and the Court will enter scheduling orders setting forth applicable deadlines and hearing dates.
All Counsel in Adversary Proceedings 25-00293, 25-00294, 25-00296, 25-00300, 25-00302, 25-00303, 25-00304, 25-00306, 25-00311, 25-00312, 25-00317, 25-00325, 25-00329, 25-00332, 25-00338, 25-00339, 25-00340, 25-00350, 25-00351, 25-00354, and 25-00360
END OF MEMORANDUM