Rodriguez-Underwood Lawsuit: Parties, Claims, and Current Status

The Underwood v. Coinbase lawsuit is a putative investor class action filed in October 2021 in the U.S. District Court for the Southern District of New York, alleging that Coinbase illegally facilitated trading in 79 digital tokens that qualify as unregistered securities. After a district court dismissal, a 2024 Second Circuit reversal reinstated the core Securities Act and state law claims, and as of 2026 the case is in bifurcated discovery on whether Coinbase counts as a “statutory seller” of the tokens users traded on its platform.¹

What the Plaintiffs Are Claiming

At the center of the case is the theory that Coinbase operated as an unregistered securities exchange and broker-dealer. The amended complaint, filed March 11, 2022, identifies 79 tokens traded on Coinbase and Coinbase Pro — including SOL, DOGE, ADA, XRP, SHIB, UNI, MATIC, LINK, and MANA — that the plaintiffs contend are investment contracts under federal securities law because their value depends on the efforts of the token issuers and project managers.² Because Coinbase never registered with the SEC as either a securities exchange or broker-dealer, the plaintiffs allege every trade in those tokens violated securities laws.

A critical piece of the theory: Coinbase isn’t just a matchmaker. The complaint alleges that all digital assets on the platform sit in a centralized, company-owned wallet, that trades happen off the blockchain through Coinbase’s internal ledger, and that Coinbase “faces both the buyer and the seller” in every transaction. If proven, that would make Coinbase a “statutory seller” under the Supreme Court’s test in Pinter v. Dahl, 486 U.S. 622 (1988), and directly liable for selling unregistered securities.¹

The amended complaint asserted four groups of claims:

Section 12(a)(1) of the Securities Act of 1933, for selling or soliciting the sale of unregistered securities.
Section 29(b) of the Securities Exchange Act of 1934, for entering into illegal contracts to buy and sell securities without proper registration.
Control-person liability against CEO Brian Armstrong and Coinbase Global under Section 15 of the Securities Act and Section 20(a) of the Exchange Act.
Parallel claims under California, Florida, and New Jersey securities statutes.³

The plaintiffs seek to represent a nationwide class of everyone who traded the 79 tokens on Coinbase or Coinbase Pro between October 8, 2019 and March 11, 2022, along with California, Florida, and New Jersey subclasses.³ No class has been certified yet.

Who’s Suing and Who’s Being Sued

The named lead plaintiffs are Christopher Underwood (Florida), Louis Oberlander (California), and Henry Rodriguez (New Jersey), appointed as lead plaintiffs in January 2022. The case is assigned to Judge Paul A. Engelmayer, case number 21 Civ. 8353.⁴

The defendants are Coinbase Global, Inc., its subsidiary Coinbase, Inc., and CEO Brian Armstrong personally. The complaint alleges Armstrong “orchestrated Coinbase’s strategy to profit by violating the securities laws,” maintained day-to-day control over the decision to list unregistered securities, and reportedly holds a 19-percent ownership stake in the company.⁵

How the Case Got Here

On February 1, 2023, Judge Engelmayer granted Coinbase’s motion to dismiss the entire amended complaint. The ruling turned on the statutory-seller question. The court found that the plaintiffs had not shown Coinbase ever held or passed title to the tokens, pointing to language in the Coinbase User Agreement stating that “title to Digital Currency shall at all times remain with you and shall not transfer to Coinbase.” The court also treated Coinbase’s promotional activities, such as providing token descriptions and linking to news articles, as “collateral participation” rather than the active solicitation needed for Securities Act liability. Federal claims were dismissed with prejudice; state claims were dismissed without prejudice.³

The plaintiffs appealed. On April 5, 2024, a three-judge Second Circuit panel issued a summary order partially reversing the district court:

The Securities Act claims under Section 12(a)(1) were reinstated. The appellate court found that the district judge had relied on a single December 2021 version of the User Agreement, while earlier 2019 versions contained “materially different language” suggesting users were purchasing crypto “from Coinbase.” Because different class members were subject to different terms, the title-and-privity question could not be resolved at the pleading stage.⁶
The Exchange Act Section 29(b) rescission claims were dismissed for good. The court agreed the amended complaint failed to identify any transaction-specific contract capable of being rescinded, and the related Section 20 control-person claims fell with them.⁶
The California, Florida, and New Jersey claims were reinstated. The district court had dismissed them for lack of supplemental jurisdiction, but the Second Circuit held that original jurisdiction existed under the Class Action Fairness Act. Coinbase conceded the point.⁶

After remand, Coinbase tried again. On July 29, 2025, the company filed a motion for judgment on the pleadings under Rule 12(c), this time attaching 34 different versions of its User Agreement to argue contractually that title to tokens never transferred to Coinbase. Judge Engelmayer denied the motion, ruling that the Second Circuit’s mandate constrained him from dismissing the statutory-seller claims at the pleading stage and that the differences in language across the 34 agreements actually reinforced the need for a full factual record. The court called the assembled agreements a “bespoke factual record” that could not substitute for proper discovery.¹

Where the Case Stands Now

The Securities Act Section 12(a)(1) claims, the related Section 15 control-person claims against Armstrong and Coinbase Global, and the California, Florida, and New Jersey state law claims are all active. The Exchange Act claims are permanently dismissed.¹

The court ordered bifurcated discovery focused on a single threshold issue: whether Coinbase actually passed title to tokens in transactions with users. That structure is designed to tee up an early summary judgment motion on the statutory-seller question before the parties move into broader discovery on damages and class certification.¹ If the plaintiffs clear that hurdle, the case proceeds toward class certification. If they don’t, the case likely ends there.

How This Differs From the SEC Case

Underwood is a private investor class action and is separate from the SEC’s own enforcement action against Coinbase. The SEC filed its case in June 2023 on overlapping theories, but on February 27, 2025, the SEC and Coinbase jointly stipulated to dismissal with prejudice. The SEC said the dismissal was meant to support its new Crypto Task Force’s work on a clearer regulatory framework and was “not based on any assessment of the merits,” and the stipulation explicitly stated that the dismissal did not reflect the agency’s position on any other case.⁷ The SEC’s withdrawal has no direct effect on Underwood, which continues on its own track in the Southern District of New York.

1
Skadden, Arps, Slate, Meagher & Flom LLP. Underwood v. Coinbase Global, Inc.
2
ClassAction.org. Amended Complaint, Underwood v. Coinbase Global, Inc.
3
FindLaw. Underwood v. Coinbase Global, Inc.
4
CourtListener. Underwood v. Coinbase Global, Inc.
5
D&O Diary. Amended Complaint, Underwood v. Coinbase Global, Inc.
6
Coinbase. Oberlander v. Coinbase Global Inc., No. 23-184
7
U.S. Securities and Exchange Commission. SEC Announces Dismissal of Action Against Coinbase