Telegram "force majeure" clause or activated, no need to refund funds due to postponement of network release

Telegram promises that if its blockchain network is delayed, it will return funds to investors, a commitment that may be cancelled due to the “force majeure” clause in the purchase agreement.

The Russian media the Bell pointed out in a report yesterday that the force majeure clause includes not only natural disasters, terrorist threats and war outbreaks, but also legal or regulatory actions of the relevant authorities.

Telegram

The US Securities and Exchange Commission (SEC) this week announced that the Telegram Open Network (TON) ICO worth $1.7 billion is illegal, which could mean that even if Telegram is delayed, it does not need to return funds to investors.

In the purchase agreement leaked in February this year, Telegram pointed out that once TON's native token Gram could not be launched as scheduled on October 31, as long as the relevant participants did not make additional rules, the token contract would be considered invalid and the investor would A cancellation fee was received in US dollars.

In addition to this commitment, the Force Majeure clause states that Telegram “does not need to be responsible to the purchaser for failure or delay (mainline) if:”

"…(d) applicable laws or regulations; (e) actions of government authorities."

In February 2018, the founder of Telegram submitted a "Notice of Issuance of Securities Issues" (also known as Form D) to the SEC for the first round of the company's release, followed by a second such submission in March. Notice.

This exemption rule used by Telegram requires that tokens can only be sold to qualified investors.

However, the SEC is acting on the company because it fears that once these qualified investors get Gram, they will sell billions of tokens to ordinary investors on the open market.

According to reports, TON developers said in a letter to investors that they are evaluating the best way to respond to SEC actions, including but not limited to delaying the launch date of the network, considering the interests of the participants. they said:

"We were surprised and disappointed that the SEC chose to file a lawsuit in this situation. We disagree with the SEC's legal position."

In addition to announcing the illegality of its token issuance, the SEC also issued a temporary restraining order for the issuance of the Gram token. The court hearing will be held on October 24.