Borda & Tokensoft, Inc. v. Melody Sakhai, Benjamin Sakhai & Skytop Ventures

Overview

This case is about trust—and what happens when someone abuses it. In 2019, Defendants Melody Sakhai and Benjamin Sakhai developed a social relationship with Plaintiff Mason Borda. Melody Sakhai is a licensed trust and estates attorney. Borda trusted her. He went to her for legal advice about setting up a trust, disclosed his equity positions and the assets he held, and received her counsel. That consultation created an attorney-client relationship—and gave Melody Sakhai a detailed picture of what Borda was worth.

She used that knowledge to build a case against him. Melody Sakhai took what she learned about Borda's financial position and, together with her husband, orchestrated a lawsuit targeting Borda and his company, Tokensoft, Inc.—a digital asset compliance company valued at approximately $35 million. Melody Sakhai is not counsel of record. She is not a party. But by every indication, she is the architect and driving force behind the litigation—the licensed attorney who developed the claims and shaped the strategy, all while keeping her name off every filing.

She did not stop at the lawsuit. As the Skytop Litigation progressed, Melody Sakhai directed discovery, received Tokensoft's sworn responses—which denied under penalty of perjury that any Skytop information had ever been used—and then told family members that "Tokensoft made over $1 million from Ben's idea." That statement is false, and she knew it. She then activated a network of family members to spread the false statement further and gather intelligence about Borda and his family through multiple channels.

Plaintiffs bring this action to hold Melody Sakhai and Benjamin Sakhai accountable—Melody for her breach of fiduciary duty and the defamatory statements she directed against Plaintiffs' business and reputations, and Benjamin for knowingly receiving and exploiting the confidential information his wife obtained in trust, constructing a meritless lawsuit around it, and participating in the coordinated campaign to damage Borda through every available channel.

Parties

Plaintiff Mason Borda — An individual residing in Los Angeles County, California. Borda is the founder and former Chief Executive Officer of Tokensoft, Inc.

Plaintiff Tokensoft, Inc. — A Delaware corporation that maintained its principal place of business in Los Angeles, California until its dissolution in or about July 2025. Tokensoft was a digital asset compliance company that provided regulatory infrastructure for token issuances and, at its height, was valued at approximately $35 million.

Defendant Melody Sakhai — An individual residing in the State of New York. Melody Sakhai is a licensed attorney specializing in trusts and estates. She is the wife of Defendant Benjamin Sakhai.

Defendant Benjamin Sakhai — An individual residing in the State of New York. Benjamin Sakhai is the principal and sole member of Defendant Skytop Ventures, LLC. He is the nephew of Ely Sakhai, a Manhattan art dealer convicted of federal art fraud in 2005.

Defendant Skytop Ventures, LLC — A New York limited liability company. Benjamin Sakhai is its sole member. Skytop is the named plaintiff in the Skytop Litigation described below.

Key Allegations

The Formation of Trust

In or around 2019, Benjamin Sakhai developed a social relationship with Borda. Over a period of several months, the two met regularly for dinners, lunches, and breakfasts in New York City. Melody Sakhai participated in a number of these social gatherings. Through this social relationship, Borda came to know and trust both Melody and Benjamin Sakhai. Melody Sakhai held herself out as a trust and estates attorney, and Borda—who was evaluating estate planning options at the time—regarded her as a knowledgeable legal professional.

The Attorney-Client Consultation & Confidential Disclosure

In or about October 2019, during a dinner at Hillstone restaurant in New York, Borda sought legal advice from Melody Sakhai regarding the establishment of a Wyoming incomplete non-grantor trust. Melody Sakhai—a licensed attorney whose practice focuses on trusts and estates—provided Borda with substantive legal advice. She counseled him on how a trust could be set up, the requirements for establishing a trust, and what would and would not be appropriate for his situation. While she noted that she did not personally practice in Wyoming, she provided detailed guidance on the structure and mechanics of the trust Borda was considering.

In the course of that consultation, Borda disclosed confidential financial information to Melody Sakhai, including information about his equity positions and the assets he held. He disclosed this information in reliance on the professional relationship. This consultation gave rise to an attorney-client relationship—and a duty of confidentiality with respect to the financial information Borda disclosed.

Benjamin Sakhai's Business Proposal

During this same period, Benjamin Sakhai began pitching Borda on a business concept: tokenizing art and collectibles as digital assets. Benjamin Sakhai proposed that the two partner together, telling Borda that such a venture "would be a game changer" and that they "could find a way to partner that would make us both happy."

In the course of these discussions, Benjamin Sakhai represented that he had access to valuable art assets, claiming ownership of pieces potentially worth $50 million or more. These representations were false—and were made at a time when Melody Sakhai already possessed confidential knowledge of Borda's financial position from their October 2019 consultation.

This business relationship ultimately led to the formation of Skytop, which Benjamin Sakhai described in contemporaneous text messages as "an entity that some call Skytop Ventures." In connection with these discussions, the parties executed a mutual nondisclosure agreement (the "MNDA") which included a fee-shifting provision requiring the breaching party to pay the other party's legal fees and costs.

The Sakhai Family's Art Fraud History

Benjamin Sakhai's pitch to Borda did not emerge from legitimate business experience or proprietary innovation. It emerged from his family's history in the art world—a history marked by federal criminal conviction for art fraud. Benjamin Sakhai's uncle, Ely Sakhai, operated Manhattan art galleries known as "The Art Collection" and "Exclusive Art." For nearly two decades—from the mid-1980s through 2000—Ely Sakhai ran a sophisticated forgery scheme: he purchased authentic works by Impressionist, Post-Impressionist, and Modern masters at auction, commissioned meticulous forgeries of those works, swapped the genuine certificates of authenticity onto the forgeries, sold the forgeries to overseas collectors at full value, and then resold the authentic originals at auction—collecting twice on every painting.

The scheme involved works by Marc Chagall, Paul Gauguin, Pierre-Auguste Renoir, Claude Monet, Paul Klee, and others. It collapsed in May 2000 when both Christie's and Sotheby's simultaneously cataloged the same Gauguin painting—one authentic, one forged—both traceable to Ely Sakhai. The FBI arrested Ely Sakhai at his Broadway gallery. In 2005, he was sentenced to 41 months in federal prison and ordered to pay $12.5 million in restitution.

Against this backdrop, Benjamin Sakhai pitched Borda on tokenizing art and collectibles. The specific asset categories Benjamin Sakhai proposed—Impressionist paintings, high-value art funds, and real estate holdings—mirrored the categories in which his uncle had dealt for decades, both legitimately and fraudulently. Benjamin Sakhai represented to Borda that he had assembled a pipeline of assets ready for tokenization, including a hotel valued at $250 million, an Impressionist art fund worth $50 million, and multiple real estate funds. This pipeline was fabricated. Not a single one of these prospects produced an actual listing, an onboarding, or a dollar of revenue.

Skytop has no employees, no revenue, no clients, no intellectual property registrations, and no operating history. Benjamin Sakhai himself did not even qualify as a Tokensoft customer under the company's compliance requirements. The concepts underlying the Skytop Litigation—real-world asset tokenization, compliance infrastructure for token issuances, and exchange licensing—are not proprietary to Skytop or anyone else. They are generic industry concepts that were publicly discussed throughout the digital asset industry well before Benjamin Sakhai approached Borda.

The Orchestrated Lawsuit

In or around 2024, Skytop filed a lawsuit against Tokensoft, Borda, and others in the United States District Court for the Eastern District of New York, captioned Skytop Ventures, LLC v. Tokensoft, Inc. et al., Case No. 2:24-cv-05506-JMA-LGD (the "Skytop Litigation"). The Skytop Litigation alleges that Tokensoft misappropriated Skytop's business ideas.

Melody Sakhai's knowledge of Borda's financial position—derived from the confidential information Borda disclosed during their October 2019 attorney-client consultation—motivated and shaped the Skytop Litigation. Benjamin Sakhai's decision to target Borda and Tokensoft was directly informed by his wife's knowledge of Borda's equity positions and assets. Despite having no formal role in the Skytop Litigation, Melody Sakhai is its architect—a licensed attorney who developed the claims and shaped the litigation strategy against Plaintiffs while keeping her name off every filing.

The Defamatory Campaign Through Family Proxies

In the course of the Skytop Litigation, the parties exchanged discovery. Tokensoft produced documents and served interrogatory responses verified under penalty of perjury on or about May 15, 2025. These responses denied under penalty of perjury that any Skytop information had ever been used by Tokensoft in any aspect of its business operations, product development, or revenue generation.

With direct access to those discovery materials, Melody Sakhai began communicating false statements about Plaintiffs' business to her family members. On or about September 17, 2025, Melody Sakhai told her grandmother Elizabeth Moradian, in a social setting and outside of any judicial proceeding, in words to the effect, that "Tokensoft made over $1 million from Ben's idea"—referring to the intellectual property claims her husband had asserted through the Skytop Litigation. This statement is false. Tokensoft's sworn interrogatory responses, verified under penalty of perjury on or about May 15, 2025, confirm that no Skytop information was ever used by Tokensoft.

Elizabeth then communicated the false statement to Dina Moradian (a California resident and extended family connection). Elizabeth actively participated in a broader pattern of conduct—initiated and directed by Melody Sakhai—to spread false information about Borda and Tokensoft through the family network and to gather intelligence on Melody Sakhai's behalf.

Melody Sakhai also used her mother, Nastaran Hobebesion, as an agent. In or about March 2026, Nastaran reached out to Borda's mother. This contact was made at Melody Sakhai's direction to gather information about Borda and his family through a different channel. Elizabeth also called Borda's grandmother and asked her questions about the Skytop Litigation—information she had no independent reason to seek and was obtaining at Melody Sakhai's direction.

Abuse of Litigation Process

The Sakhais also weaponized discovery against Plaintiffs through litigation process. On or about September 24, 2025, Skytop served notice of fourteen third-party subpoenas in the Skytop Litigation. The targets were not business entities with potential knowledge of the underlying dispute. They included individuals deep in Borda's personal network—people whose identities and relationship to Borda could only have been known to the Sakhais through the family intelligence operation.

Among those subpoenaed was Elias Schiff, the fiancé of Borda's sister Nicole. Schiff had no connection whatsoever to Tokensoft, Skytop, or the subject matter of the Skytop Litigation. Schiff and Nicole did not begin dating until approximately May 2022—nearly two years after the events underlying the Skytop Litigation. The subpoena form itself identified Schiff as "Elias Borda," not by his actual surname. Schiff's parents, Mark Schiff and Nancy Schiff, were separately subpoenaed for back-to-back depositions on the same day at the same location. Like their son, they had no connection to Tokensoft or Skytop.

The subpoenas were not narrowly crafted to seek relevant information. Each contained nineteen written deposition questions and document demands spanning eight years—from January 1, 2017 to the present—directed at individuals who had never worked for, invested in, contracted with, or transacted with Tokensoft in any capacity. The breadth of the campaign—fourteen subpoenas launched simultaneously, reaching deep into Borda's personal relationships with individuals who had no knowledge of or involvement in the matters at issue—was not calculated to obtain relevant evidence. It was calculated to harass, intimidate, and signal to Borda that no one in his life was beyond the Sakhais' reach.

The Court intervened. On October 23, 2025, the Honorable Lee G. Dunst quashed all previously served third-party subpoenas and prohibited both parties from serving any new discovery demands on nonparties until existing party-to-party discovery was complete.

The False Statement & Melody Sakhai's Knowledge

The Statement—that "Tokensoft made over $1 million from Ben's idea"—is false. Tokensoft's sworn interrogatory responses, verified under penalty of perjury on or about May 15, 2025, confirm that no Skytop information was ever used by Tokensoft in any aspect of its business operations, product development, or revenue generation.

Tokensoft developed its compliance platform independently and without reference to any concept, idea, or information attributable to Skytop, Benjamin Sakhai, or any other Sakhai. Tokensoft's business model, technology, and core operations predate any contact with the Sakhais.

Melody Sakhai directed the discovery that produced these materials. She received the sworn responses. She knew what they said. And she made the Statement anyway—either knowing it was false or acting with reckless disregard for its truth or falsity. Melody Sakhai also had independent personal knowledge undermining the Statement. Through her October 2019 consultation with Borda, she had firsthand knowledge of Borda's equity positions and assets—information that, properly understood, demonstrates Tokensoft's independent financial trajectory and the absence of any dependence on Skytop.

Claims & Legal Theories

First Cause of Action: Breach of Fiduciary Duty

An attorney-client relationship existed between Borda and Melody Sakhai arising from the October 2019 consultation. By virtue of that relationship, Melody Sakhai owed Borda fiduciary duties, including the duty of confidentiality and the duty of loyalty. These duties survived the conclusion of the consultation and prohibited Melody Sakhai from using or disclosing Borda's confidential information for any purpose adverse to his interests.

Melody Sakhai breached those duties in two respects. First, she disclosed and/or used Borda's confidential financial information to motivate and support the Skytop Litigation against Plaintiffs. Second, she directed the dissemination of false statements about Borda's business through her agents, using information derived from both the confidential consultation and the Skytop discovery materials.

Melody Sakhai did not act alone in breaching her fiduciary duties. She and Benjamin Sakhai formed and operated a conspiracy, the purpose of which was to exploit Borda's confidential financial information for their financial benefit. Melody Sakhai provided the confidential information and the legal expertise; Benjamin Sakhai provided the litigation vehicle and served as the named plaintiff. Together, they developed the Skytop Litigation, orchestrated the defamation campaign through the family network, and directed the subpoena campaign targeting Borda's personal contacts.

Second Cause of Action: Aiding and Abetting Breach of Fiduciary Duty

Melody Sakhai owed Borda fiduciary duties arising from their attorney-client relationship. Melody Sakhai breached those duties. Benjamin Sakhai knew that an attorney-client relationship existed between Borda and Melody Sakhai. He is married to Melody Sakhai. He received Borda's confidential financial information directly from her. A reasonable person—and certainly the spouse of the attorney who obtained the information—would have known that this information was protected by the duty of confidentiality and that its disclosure and use constituted a breach of fiduciary duty.

Benjamin Sakhai did not merely receive the confidential information. He weaponized it. He formed Skytop as the vehicle for a lawsuit targeting the very person whose financial information his wife had obtained in confidence. He filed the Skytop Litigation and leveraged the MNDA's fee-shifting provision to ensure that the lawsuit itself would function as a mechanism for financial extraction regardless of its merit. He served as the named plaintiff while Melody Sakhai operated as shadow counsel behind the scenes. He participated in the coordinated campaign to defame Borda through the family network and to harass Borda's personal and professional contacts through abusive litigation process.

Benjamin Sakhai's conduct constituted substantial assistance to and encouragement of Melody Sakhai's breach of fiduciary duty. He was not a passive bystander—he was the designated beneficiary and principal instrumentality of the breach.

Third Cause of Action: Defamation Per Se

The Statement—that "Tokensoft made over $1 million from Ben's idea"—is a false and unprivileged publication of fact, made in a social and familial setting outside of any judicial proceeding or legal consultation. It accuses Plaintiffs of profiting from the misappropriation of her husband's idea—an accusation of dishonesty in the conduct of Plaintiffs' business.

The Statement was published to third parties. Melody Sakhai communicated it to Elizabeth, who communicated it to Dina Moradian (a California resident), acting as Melody Sakhai's agent as part of a coordinated pattern of dissemination. Elizabeth's publication to Dina is directly attributable to Melody Sakhai.

The Statement constitutes defamation per se because it imputes dishonesty and misappropriation to Plaintiffs in the conduct of their business, profession, and trade. General damages are presumed. Melody Sakhai acted with actual malice. She reviewed the discovery materials demonstrating the Statement's falsity—including Tokensoft's sworn interrogatory responses—and made the Statement anyway. She also had independent personal knowledge of Borda's financial position from the October 2019 consultation.

Fourth Cause of Action: Abuse of Process

Benjamin Sakhai and Skytop used the litigation process in the Skytop Litigation for purposes beyond the resolution of the underlying dispute. Skytop served fourteen third-party subpoenas simultaneously, targeting individuals across Borda's personal network. The targets included Elias Schiff, the fiancé of Borda's sister, as well as Schiff's parents and other personal contacts. None of these individuals had any connection to Tokensoft, Skytop, or the subject matter of the Skytop Litigation.

The subpoenas were mass-produced and indiscriminate. Each contained the same nineteen written deposition questions and the same eight-year document demands, applied identically regardless of the deponent's connection—or lack thereof—to the dispute. Benjamin Sakhai and Skytop used the litigation process for an ulterior purpose: to coerce Borda into settling the Skytop Litigation by imposing maximum personal and professional disruption, not to adjudicate any legitimate claim on the merits. The Court confirmed as much when it quashed all third-party subpoenas on October 23, 2025.

Damages Sought

• General damages according to proof, including presumed damages as permitted for defamation per se
• Special damages according to proof
• Punitive and exemplary damages pursuant to Civil Code section 3294
• Prejudgment interest as permitted by law
• Costs of suit incurred herein
• Such other and further relief as the Court deems just and proper

Court Documents